ex101andrewdreskinstrate






DocuSign Envelope ID: 185E8AC0-BC6C-4A7B-A634-894BCF95BA82                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         STRATEGIC ADVISORY AGREEMENT                    This STRATEGIC ADVISORY AGREEMENT (this “Agreement”) is entered into between Andrew Dreskin (“Advisor”),      and Eventbrite, Inc., a Delaware corporation (“Eventbrite”), (collectively referred to as the “Parties”) and is effective as of the later of      the dates set forth beneath the signatures below (“Effective Date”).                                                                            WITNESSETH:                    WHEREAS, Advisor hereby agrees to provide to Eventbrite, an events technology platform, services related to sales for the      Music Business Unit, as described in Appendix A (the “Services”), and in return for the Services, Eventbrite will pay Advisor at the      negotiated rate set forth in Appendix A;                                   NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement and for other good      and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:                           1.  Relationship of the Parties.                     A.     Eventbrite  desires  to  enter  into  this  Agreement  with  Advisor  for  the  performance  of  Services.  Advisor  is  not  an      employee, agent, partner or joint venture of Eventbrite. Advisor may negotiate but not sign agreements on behalf of Eventbrite. From      time to time upon request of Eventbrite, Advisor will provide evidence of self-employment and tax registration as Eventbrite may request      and such delivery shall be a condition precedent to the payment of fees hereunder.                      B.     Advisor is not eligible to participate in any of Eventbrite’s employee benefit plans, fringe benefit programs, group      insurance  arrangements  or  similar  programs,  except  Eventbrite’s  2010  Stock  Purchase  Plan.  Eventbrite  shall  not  provide  workers’      compensation, disability insurance, Social Security or unemployment compensation coverage, or any other statutory benefit to Advisor.      It is further expressly understood that Advisor’s compensation under this Agreement shall consist, in its entirety, of fees outlined in      Appendix A.                    C.     Advisor  has  the  sole  right  to  control  the  manner,  method,  mode,  and  means  of  performing  Services  under this      Agreement and is free to ignore any and all suggestions that Eventbrite may offer to Advisor. Advisor has the right to determine all      equipment and supplies needed to perform the Services and Advisor shall bear all expenses associated with the purchase, operation and      maintenance of equipment and supplies that Advisor deems necessary.                     D.     Advisor  will  not  be  required  to  attend  any  meetings  or  group  meetings  of  any  kind,  will  not  be  subject  to  rules      applicable only to Eventbrite employees, and will not be required to submit any time reports.            2.  Representations and Warranties.                      A.     Advisor represents and warrants to Eventbrite that Advisor shall comply at Advisor’s expense with all applicable      provisions of workers’ compensation laws, unemployment compensation laws, national insurance and social security laws, foreign, US      federal,  state  and  local  income  tax  laws,  and  all  other  applicable  laws,  regulations  and  codes  in  performing  Services  under  this      Agreement. Advisor will be solely responsible to pay any and all state and/or federal income, social security and unemployment taxes      for Advisor and Advisor’s employees and will indemnify and hold harmless Eventbrite from and against all claims, damages, losses,      liabilities, settlements, attorneys’ fees, costs and expenses arising out of or in connection with Advisor’s failure to pay any such income,      social security and unemployment taxes.                      B.     Advisor further represents and warrants to Eventbrite that the Services by Advisor will not intentionally violate or      infringe any copyright, patent, trade secret or other legal obligation or right, and that use of the Services by Eventbrite will not require      a license and/or payment of any additional fee and Advisor has obtained all licenses, permits and other authorizations required to perform      the Services. Advisor shall make a best effort to ensure that such licenses, permits and/or other authorizations remain in force during      the Term of the Agreement.                    C.     Eventbrite  will  indemnify,  defend  and  hold  harmless  Advisor  and  Advisor’s  employees,  contractors,  agents,  or                                                              1                                                                                       Advisor has read and understands this page:                                                                                                                                                                                                                         _________________________  





 






DocuSign Envelope ID: 185E8AC0-BC6C-4A7B-A634-894BCF95BA82                                                                                                                            representatives from and against all claims, damages, losses, liabilities, settlements, attorneys’ fees, costs and expenses arising out of or      in connection with Advisor’s ordinary performance of the Services under this Agreement except to the extent caused by Advisor’s      willful gross misconduct.             3.      Assignment.                     A.     Although this Agreement is executed solely with Advisor, it is not a personal services contract. Advisor, without prior      notice or approval of Eventbrite, may employ or contract with any other person to assist in the performance of this Agreement. Advisor      shall be solely responsible for the performance of this Agreement and for all legal obligations, liabilities, and expenses arising therefrom.      Any contractor shall be under the exclusive control of Advisor and Advisor shall be responsible for each contractor, or for any act or      omission of any contractor. Advisor will ensure that Advisor’s contractors, employees and others involved in the Services, if any, are      bound in writing to the foregoing, and to all of Advisor’s obligations under this Agreement.                      B.     Notwithstanding the foregoing, this Agreement is not assignable by Advisor.  Consistent with Advisor's right to hire      employees and contract with contractors when Advisor deems it necessary, Advisor agrees that Advisor’s attention to fulfilling Advisor’s      contractual obligations was a substantial inducement to Eventbrite to sign this Agreement; therefore, Advisor agrees to devote such time      as  Advisor  deems necessary  to  fulfill  Advisor’s  obligations  under  this  Agreement.  Eventbrite  may  fully  assign  and  transfer  this      Agreement in whole or part. This Agreement shall inure to the benefit of the successors and assigns of Eventbrite, and is binding upon      Advisor’s heirs, executors and legal representatives.  Eventbrite will require any successors or assigns to expressly assume and agree to      perform this Agreement in the same manner and to the same extent that Eventbrite would be required to perform it if no such succession      or assignment had taken place.              4.      Fee.                      A.     In exchange for the Services, Eventbrite will compensate Advisor at the negotiated rate stated in Appendix A.                      B.     If Advisor believes any payment of fees is not accurate, Advisor agrees to notify Eventbrite in writing within fourteen      (14) days of the payment provided Advisor. Failure to timely notify Eventbrite in writing waives any claim that the amount paid was      inaccurate.  Eventbrite agrees to remedy the error within fourteen (14) days following receipt of written notification of a claimed error,      or will notify Advisor within that time that it disputes the claim of error.             5.      Risk of Loss. Advisor bears the risk of loss incurred as a result of Advisor’s obligations under this Agreement, including, but      not limited to, indemnification obligations, damages for breach of this Agreement, and obligations and liabilities incurred to Eventbrite,      contractors and third parties.  Eventbrite makes no guarantee that Advisor will make a profit as a result of performing its obligations      under this Agreement. Whether Advisor incurs a loss or makes a profit will be determined by Advisor’s business judgment in managing      the manner, method, mode, and means of operations chosen by Advisor.            6.      Confidential Information.                    A.     Definition. “Confidential Information” means any information applicable or relevant to the business of Eventbrite      or applicable or relevant to the business of any third party, which may be made known to Advisor by Eventbrite or by any third party or      learned by Advisor in the context of the relationship between the Parties, whether prior to or following the execution of this Agreement.       By  way  of  illustration,  but  not  limitation,  Confidential  Information  includes  any  and  all  Eventbrite  Inventions  (as  defined  below),      technical and non-technical information including patent, copyright, trade secret, and proprietary information, techniques, sketches,      drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents,      and  formulae  related  to  the  current,  future  and  proposed  products  and  services  of  Eventbrite,  and  includes,  without  limitation,      information concerning research, experimental work, development, design details and specifications, engineering, financial information,      procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising, marketing plans and      information,  and  information  regarding  other  Advisors.  Confidential  Information  shall  not  include  any  information  that:   (i)  is  or      becomes generally used in the industry or publicly available through lawful means and absent any wrongful conduct by Advisor or      others; (ii) was known by Advisor or lawfully in his possession prior to disclosure to him by Eventbrite; (iii) is independently developed      or lawfully disclosed to Advisor by a third party that is unrelated to Eventbrite and is not bound by obligations of confidentiality to      Eventbrite with respect thereto; or (iv) is independently developed by Advisor outside the course and scope of providing the Services to      Eventbrite, without the use of Eventbrite’s proprietary information or resources, and unrelated to Eventbrite’s business.                    B.     Duties  Regarding  Non-Disclosure. Advisor  warrants  and  agrees  to  keep  all  Confidential  Information  in  strict      confidence and shall not disclose such Confidential Information to any third party, except as necessary in providing the Services, and      shall use reasonable best efforts to protect such Confidential Information (including, without limitation, reasonable precautions Advisor      employs with respect to Advisor’s own confidential materials). Advisor shall use Confidential Information in a legal and proper manner      consistent with the terms of this Agreement and only as may be necessary in the ordinary course of performing Advisor’s duties under                                                              2                                                                                       Advisor has read and understands this page:                                                                                                                                                                                                                         _________________________  





 






DocuSign Envelope ID: 185E8AC0-BC6C-4A7B-A634-894BCF95BA82                                                                                                                            this Agreement.  Advisor’s internal disclosure of Confidential Information shall be only to those employees, contractors or agents having      a need to know such information in connection with this Agreement and only insofar as such persons are bound by a nondisclosure      agreement  consistent  with  this  Agreement.   Advisor  shall  promptly  notify  Eventbrite  of any  unauthorized  disclosure  or  use  of      Confidential Information by any person and/or entity. This Agreement imposes no obligation upon Advisor with respect to Confidential      Information that Advisor can establish by legally sufficient evidence that such information is or becomes generally known to the public      without violation of this Agreement or without a violation of an obligation of confidentiality owed to Eventbrite or a third party.  In      addition, Advisor may disclose Confidential Information that is specifically required by law, subpoena, court order or other legal process      or in any legal dispute between the parties, provided that Advisor shall have given Eventbrite reasonable notice and opportunity to object      prior to such disclosure, except where requiring such prior notice is contrary to applicable law.  Notwithstanding any other provision in      this  Agreement,  nothing prohibits  Advisor from disclosing his role as an  Advisor to Eventbrite, the general nature of the Services      provided under this Agreement or the terms of this Agreement.                    C.     Ownership Interest in Confidential Information. All Confidential Information is provided “as-is” and Eventbrite      makes no representation or warranty of any kind express or implied, with respect to the suitability, accuracy or non-infringement of      third party rights.  Eventbrite shall at all times retain sole and exclusive title to, ownership of, and all right in and control over the use      of all Confidential Information.  Nothing in this Agreement is intended to grant any rights or license to Advisor under any intellectual      property rights of Eventbrite, nor shall this Agreement grant Advisor any rights in or to any Confidential Information, except the limited      right to use such information in accordance with this Agreement. Upon termination of this Agreement or at the request of Eventbrite      from  time  to  time  before  termination,  Advisor  will  deliver  to  Eventbrite  all  written  and  tangible  material  in  Advisor’s  possession      incorporating any Confidential Information or otherwise relating to Eventbrite’s business; provided, however, that, subject to Advisor’s      continuing  confidentiality  obligations  under  this  Agreement,  Advisor  may  retain  any  communications,  information  or  documents      exchanged by email or other form of electronic communication.                    D.     Non-Solicit.  As additional protection for the Confidential Information, during the term of this Agreement and for a      period of one (1) year thereafter, Advisor will not, directly or indirectly, solicit, encourage, or cause others to solicit or encourage any      employees, contractors or customers of Eventbrite to terminate or otherwise materially change their relationship with Eventbrite.                    E.     No Competition.  Advisor agrees that, during the term of this Agreement, Advisor will not engage in any activity that      is in any way competitive with the business or demonstrably anticipated business of the Company, assist any other person or organization      in competing with any business or demonstrably anticipated business of the Company, or engage in any other activities that could      reasonably be determined to conflict with or undermine Advisor’s obligations to the Company. Notwithstanding the above, nothing in      this Agreement prohibits Advisor from making any personal investments, entering into other business relationships with third-parties,      or providing any non-competing consulting, employment or other services, either during or after the term of this Agreement.                     F.     No Solicitation of Customers.  Advisor agrees that for a period of twelve (12) months following the term of this      Agreement, he will not use any Confidential 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 any purchase of products and/or services to any person, firm, corporation, institution or other entity      in competition with the business of the Company.            6.      Inventions. “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 related to Eventbrite’s business or the      reasonably anticipated future business of Eventbrite, created in the course of providing the Services under this Agreement.  To the extent      allowed by applicable law, for the purposes of this Agreement, the term “Inventions” (and the assignments and licenses under this      Section 7) shall include (and Advisor hereby expressly waives) 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 Advisor retains any such Moral Rights under applicable law, Advisor hereby ratifies and consents to any action that may      be taken with respect to such Moral Rights by or authorized by Eventbrite and agrees not to assert any Moral Rights with respect thereto.       Advisor will confirm any such ratifications, consents and agreements from time to time as requested by Eventbrite.                     A.     Disclosure of Prior Inventions.  Advisor has identified on Appendix B attached hereto all Inventions relating in any      way to Eventbrite’s business  or proposed business  which  were  made by  Advisor prior to providing Services to Eventbrite (“Prior      Inventions”).  Advisor represents that such list is complete and that Advisor has no rights in any such Inventions other than those Prior      Inventions specified in Appendix B.  If no Prior Inventions are listed on Appendix B, Advisor thereby represents that there are no such      Prior Inventions at the time of signing this Agreement.                    B.     Ownership of Eventbrite Inventions. Advisor hereby agrees to promptly to disclose and describe to Eventbrite and      agrees that Eventbrite shall own the entire right, title, and interest (including patent rights, copyrights, trade secret rights, maskwork      rights, sui generis database rights and all other intellectual property rights of any sort throughout the world) in and to all Inventions and                                                              3                                                                                       Advisor has read and understands this page:                                                                                                                                                                                                                         _________________________  





 






DocuSign Envelope ID: 185E8AC0-BC6C-4A7B-A634-894BCF95BA82                                                                                                                            any associated intellectual property rights which Advisor may solely or jointly conceive, develop or reduce to practice during the period      of Advisor’s Services with Eventbrite, whether prior to or following the execution of this Agreement, that relate to the subject matter of      or arise out of or in connection with the Services or any Confidential Information, including, without limitation, any creative assets to      be delivered pursuant to Appendix A (“Eventbrite Inventions”).  All Eventbrite Inventions are works made for hire for Eventbrite to      the extent allowed by law, and, if at any time for any reason any Eventbrite Invention is deemed not to be a work made for hire, Advisor      hereby irrevocably transfers and assigns, and agrees to transfer and assign, to Eventbrite or its designee, all right, title and interest      therein, including all copyrights and all renewals and extensions thereto. Without limiting the generality of the foregoing, Eventbrite      will have exclusive worldwide royalty free rights to modify, adapt, and prepare derivative works based upon the Eventbrite Inventions      and to use, reproduce, distribute, publicly perform, and display the Eventbrite Inventions in any manner and in any and all media now      or hereafter known.  Advisor will cooperate with Eventbrite and will execute and cause to be executed any assignments, instruments,      and documents reasonably requested by Eventbrite to evidence Eventbrite’s interest or rights hereunder.                      C.     Assignment and License of Prior Inventions. Advisor agrees to grant Eventbrite or its designees a royalty free,      perpetual, irrevocable, transferable, sublicensable (with rights to sublicense through multiple tiers of distribution), worldwide license to      practice all applicable patent, copyright and other intellectual property rights relating to any Prior Inventions which Advisor incorporates,      or  permits  to  be  incorporated,  in  any  Eventbrite  Inventions,  products  or  services,  or  which  is  necessary  for  the  use,  reproduction,      distribution or other exploitation of any Eventbrite Inventions.  Notwithstanding the foregoing, Advisor agrees that Advisor will not      incorporate, or permit to be incorporated, such Prior Inventions in any Eventbrite Inventions, products or services without Eventbrite’s      prior written consent.                      D.     Cooperation in Perfecting Rights to Inventions.  Advisor will perform, during and after the term of this Agreement,      all acts deemed necessary or desirable by Eventbrite to permit and assist it, at its expense, in obtaining and enforcing the full benefits,      enjoyment, rights and title throughout the world in the Inventions hereby assigned or licensed to Eventbrite.  Such acts may include, but      are not limited to, execution of documents and assistance  or cooperation in the registration and enforcement of applicable patents,      copyrights, maskworks or other legal proceedings. In the event that Eventbrite is unable for any reason to secure Advisor’s 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), Advisor hereby irrevocably      designates and appoints Eventbrite and its duly authorized officers and agents as Advisor’s agents and attorneys-in-fact to act for and      on Advisor’s behalf and instead of Advisor, 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      Advisor. If any other person is in any way involved in any Services, Advisor will obtain the foregoing ratifications, agreements, licenses,      assignments, consents and authorizations from each such person for Eventbrite’s exclusive benefit.            7.      Expectation of Privacy.  Advisor recognizes and agrees that Advisor has no expectation of privacy with respect to Eventbrite’s      telecommunications,  networking  or  information  processing  systems  (including,  without  limitation,  stored  computer  files,  email      messages and voice messages) and that Advisor’s activity, and any files or messages, on or using any of those systems may be monitored      at any time without notice.              8.      Notices.  Any notice required or permitted under this Agreement shall be deemed to have been effectively made or given if in      writing and personally delivered or sent by confirmed email to the email addresses listed with the parties’ signatures.            9.      Arbitration.  Advisor agrees to execute the Arbitration Agreement attached as Appendix C. Except for claims by Eventbrite      as described in Section 10, the Parties agree that any disagreement or controversy arising out of or relating to this Agreement shall be      resolved pursuant to the Parties’ Arbitration Agreement.             10.     Injunctive Relief.  A breach by Advisor of any of the promises or agreements contained in Section 5 or Section 6 will result      in irreparable and continuing damage to Eventbrite for which there will be no adequate remedy at law, and Eventbrite shall be entitled      to seek injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages      if appropriate) from any court of competent jurisdiction and without any requirement to post a bond.            11.     Complete  Agreement.   This  Agreement,  including its  Appendices  and  any  referenced  documents,  contains  the  entire      agreement and understanding of the Parties and fully supersedes all prior and contemporaneous agreements, correspondence, discussions      and  understandings  between  the  Parties  hereto  pertaining to  the  subject  matter  hereof.   Notwithstanding  the  above,  Eventbrite’s      obligations to Advisor under section 14 of his prior employment offer letter, dated September 14, 2017, relating to indemnification and      D&O insurance shall remain in full force and effect according to its terms, including, without limitation, in connection with any legal      actions pending as of the date of this Agreement to which Advisor is named as a party.   This Agreement may be executed in several      counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.  If a Party      to this Agreement signs the signature page and faxes (or scans and emails) the signature page to the other Party, then such signature      page shall be deemed an original signature page to this Agreement and shall constitute the execution and delivery of this Agreement by      the sending Party.  There have been no representations, inducements, promises or agreements of any kind that have been made by any                                                              4                                                                                       Advisor has read and understands this page:                                                                                                                                                                                                                         _________________________  





 






DocuSign Envelope ID: 185E8AC0-BC6C-4A7B-A634-894BCF95BA82                                                                                                                            Party, or by any person acting on behalf of any Party, which are not embodied within this Agreement.  This Agreement may not be      changed or altered except in writing duly executed by Eventbrite and the Advisor, or their duly authorized representatives.  The waiver      by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent      breach. The headings in this Agreement are inserted for convenience of reference only and are not intended to define, limit or in any      way describe the scope of this Agreement or the intent of any provisions hereof. The failure of either Party to enforce its rights under      this Agreement at any time for any period shall not be construed as a waiver of such rights.  In the event that any provision of this      Agreement  shall  be  determined  to  be  illegal  or  unenforceable,  that  provision  will  be  limited  or  eliminated  to  the  minimum  extent      necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.  This Agreement shall be governed by,      construed and enforced under the laws of the State of California, without regard to its conflict of law rules.             12.     Term and Termination.                    A.     Advisor will provide the Services to Eventbrite for the time period stated in Appendix A.                      B.     Either Party may terminate this Agreement at any time in its sole and absolute discretion, with or without Cause upon      giving  the  other  Party  at  least  7  days’  prior  written  notice.  Sections  1-3  and  5-11  (inclusive)  of  this  Agreement  shall  survive  the      termination hereof.                      C.     Either party may terminate this Agreement immediately for Cause by providing written notice to the opposite party.       As used in this Agreement, “Cause” shall mean a breach of this Agreement which is not cured, if curable, within 7 days after receipt of      written notice specifying the facts and circumstances claimed to constitute Cause      .              D.     Eventbrite may terminate this Agreement or suspend its performance hereunder, without prior notice, in the event that      Eventbrite’s facilities are damaged or destroyed or Eventbrite’s performance hereunder is prevented or hindered by labor disturbances      (including but not limited to strikes and picketing), acts of God, the elements, order of governmental, civil or military authority, or any      other cause (whether similar or dissimilar to the above mentioned) not within the reasonable control of Eventbrite.                    E.     In the event of any termination of this Agreement, by Eventbrite or Advisor, Eventbrite shall pay Advisor all amounts      due through the date the Agreement terminates.                     F.     In the event Eventbrite terminates this Agreement without Cause, as defined in Paragraph 12(C) above, within 60 days      after such termination Eventbrite shall provide a lump sum payment to Advisor equal to 6 months of the Base Fee and the Additional      Quarterly Payment due within that quarter, as specified in Appendix A.                  IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.                   EVENTBRITE, INC.            By:             Name: Samantha Harnett            Title: General Counsel            Date:  2019-05-27           Email:  sharnett@eventbrite.com                  Advisor            By:             Name: Andrew Dreskin            Date: 2019-05-27           Email:  amdreskin@gmail.com                                                              5                                                                                       Advisor has read and understands this page:                                                                                                                                                                                                                         _________________________  





 






DocuSign Envelope ID: 185E8AC0-BC6C-4A7B-A634-894BCF95BA82                                                                                                                                        By Advisor’s signature above, Advisor acknowledges that, prior to signing, he or she has read this Agreement in its entirety and was      afforded the opportunity to have it reviewed by legal counsel. Specifically, Advisor understands that this contractual relationship is      an independent contractor relationship. Advisor also acknowledges that this Agreement is negotiable, including the Fees herein.  If      Advisor is a company, the signer warrants that he or she has the authority to sign on behalf of the company.                                                                                                                                                                                                                                                                6                                                                                       Advisor has read and understands this page:                                                                                                                                                                                                                         _________________________  





 






DocuSign Envelope ID: 185E8AC0-BC6C-4A7B-A634-894BCF95BA82                                                                                                                                                                               Appendix A                                                           Services            TERM: June 3, 2019 through June 3, 2021            PRICE AND PAYMENT SCHEDULE:             Base Fee.  $300,000 per year, to be paid in semi-monthly installments via ACH transfer throughout the two-year term, subject to the      Termination provision of this Agreement.              Additional Quarterly Payment.  $175,000 per year to be paid in quarterly installments via ACH transfer throughout the two-year term,      subject to the Termination provision of this Agreement.               Annual Performance Payout.  For 2019, Advisor shall also be eligible to earn a cash Annual Performance Payout equal to 30% of the      annual Base Fee upon achievement of $16.3M or more of migrated revenue on or before December 31, 2019 for creators not already      designated migrated, under contract to migrate or considered lost for purposes of migration as designated by the MBU team as of the      Effective Date of this Agreement (“Migrated Revenue”).  If Migrated Revenue is below $12.2M, Advisor will not be eligible for an      Annual Performance Payout.  For Migrated Revenue between $12.2M and $16.3M or more, Advisor will earn a straight-line percentage      Annual Performance Payout, between zero and 30% of the annual Base Fee.  For example, if Migrated Revenue for 2019 was $14.25M,      Advisor would earn an Annual Performance Payout equal to 15% of the annual Base Fee.                  For  calendar  years  after  2019,  Advisor  and  Eventbrite’s  CEO  will  mutually  agree,  in  writing,  on  the  components  to  be  used  for      calculation of Advisor’s annual performance payout eligibility within a reasonable period of time following the Board’s approval of the      Company’s Bonus Plan for such calendar year, subject to the Termination provision of this Agreement.            For 2019 and 2020, any Annual Performance Payouts shall be paid in full within 60 days after the end of the calendar year.  For 2021,      any Annual Performance Payout shall be paid within 60 days after the end of the Term of this Agreement specified above.             Equity Vest.  Advisor’s existing equity grant, dated December 1, 2017, will continue to vest in accordance with its original vesting      schedule until fully vested. Advisor will have three months after his service to Eventbrite under this Agreement ends to exercise any      and all then-vested portion of the existing equity grant.            Expenses.  Eventbrite shall reimburse Advisor for travel, entertainment and related expenses incurred by Advisor in performing the      Services under this Agreement; provided, however, that Advisor will obtain advance approval from Eventbrite’s CFO for any expense      items in excess of $2,500.            Tax Treatment.  Advisor will execute an IRS form W-9 and, as required by law, shall be issued an IRS Form 1099. No taxes of any      type will be withheld from Advisor’s fees under this Agreement.            SERVICES:        Assist in the migration and retention of MBU creator revenue and growing revenue through new creator bookings.  Advisor and the      CFO will mutually agree on a reasonable number of dedicated Eventbrite employees to support Advisor’s work under this Agreement,      in addition to continued support by Melissa Silva.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          7                                                                                       Advisor has read and understands this page:                                                                                                                                                                                                                         _________________________  





 






DocuSign Envelope ID: 185E8AC0-BC6C-4A7B-A634-894BCF95BA82                                                                                                                                                                               Appendix B                                                       Prior Inventions                                                                                                ___________      Advisor      Initials                                                                                                                                                                                                                                                                                                                                                                   8                                                                                       Advisor has read and understands this page:                                                                                                                                                                                                                         _________________________  





 






DocuSign Envelope ID: 185E8AC0-BC6C-4A7B-A634-894BCF95BA82                                                                                                                                                                               Appendix C                                                ARBITRATION AGREEMENT            This Arbitration Agreement covers important issues relating to your Strategic Advisory Agreement with Eventbrite and the      settlement of any disputes that may arise from time to time between you and Eventbrite. You are free to seek assistance from      independent advisors of your choice outside Eventbrite or to refrain from doing so, if that is your choice.         1. How This Agreement Applies                This Arbitration Agreement (the “Agreement”) applies to any dispute arising out of or related to your Strategic Advisory Agreement      with  Eventbrite,  Inc.  (the  “Strategic Advisory Agreement”)  or  one  of  its affiliates,  successor,  subsidiaries  or  parent  companies      (collectively, "Eventbrite") or termination of Services and survives after the Strategic Advisor Agreement terminates. Nothing contained      in this Agreement shall be construed to prevent or excuse you (individually or in concert with others) or Eventbrite from utilizing the      Parties’ existing 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 and disputes arising out of or related to the independent contractor relationship, including without limitation claims for breach      of contract, misclassification and failure to pay.        This Agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. and evidences a transaction involving commerce.       2. Limitations On How This Agreement Applies       This Agreement does not apply to: (i) claims for workers compensation, state disability insurance and unemployment insurance benefits,      (ii) disputes which may not be subject to pre-dispute arbitration agreements as provided in the Dodd-Frank Wall Street Reform and      Consumer Protection Act, and (iii) claims for which applicable law permits access to an administrative agency notwithstanding the      existence of this  Agreement  and  which are then brought  before such administrative agency, including  without limitation claims or      charges  brought  before  the  Equal  Employment  Opportunity  Commission  (www.eeoc.gov),  the  U.S.  Department  of  Labor      (www.dol.gov),  the  National  Labor  Relations  Board  (www.nlrb.gov), or the  Office  of  Federal  Contract  Compliance  Programs      (www.dol.gov/esa/ofccp). Nothing in this Agreement shall be deemed to preclude or excuse a party from bringing an administrative      claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration.        3. Selecting The Arbitrator       The neutral  Arbitrator  shall  be  selected  by  mutual  agreement  of  you  and  Eventbrite.  Unless  you  and  Eventbrite  mutually  agree      otherwise, the Arbitrator shall be an attorney licensed to practice in the location where the arbitration proceeding will be conducted or      a retired federal or state judicial officer who presided in the jurisdiction where the arbitration will be conducted. If for any reason the      parties cannot agree to an Arbitrator, either party may apply to AAA or a court of competent jurisdiction with authority over the location      where the arbitration will be conducted for appointment of a neutral Arbitrator. The court or AAA shall then appoint an arbitrator, who      shall act under this Agreement with the same force and effect as if the parties had selected the arbitrator by mutual agreement. The      location of the arbitration proceeding shall be San Francisco, California, unless each party to the arbitration agrees in writing otherwise.        4. Starting The Arbitration       All claims in arbitration are subject to the same statutes of limitation that would apply in court. The party bringing the claim must      demand arbitration in writing and deliver the written demand by hand or first class mail to the other party within the applicable statute      of limitations period. The demand for arbitration shall include identification of the parties, a statement of the legal and factual basis of      the claim(s), and a specification of the remedy sought. Any demand for arbitration made to Eventbrite shall be provided 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.                                                               9                                                                                       Advisor has read and understands this page:                                                                                                                                                                                                                         _________________________  





 






DocuSign Envelope ID: 185E8AC0-BC6C-4A7B-A634-894BCF95BA82                                                                                                                            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.  Any arbitration will be conducted before the American Arbitration Association (“AAA”) under the AAA’s then-     existing national rules for the resolution of employment disputes.       6.  Class Action Waiver       You and Eventbrite agree not to bring any dispute in arbitration on a class basis. Accordingly, there will be no right or authority for any      dispute to be brought, heard or arbitrated as a class action ("Class Action Waiver").         The Class Action Waiver shall be severable from this Agreement in the event it is found unenforceable. Notwithstanding any other      clause  contained  in  this  Agreement,  any  claim  that  all  or  part  of  the  Class  Action  Waiver  is invalid,      unenforceable, unconscionable, revocable, void or voidable may be determined only by a court of competent jurisdiction and not by an      arbitrator. The Class Action Waiver shall be severable in any case in which the dispute is filed as an individual action and severance is      necessary to ensure the individual action proceeds in arbitration.        7. Paying For The Arbitration       Each party will pay the fees for his, her or its own attorneys, subject to any remedies to which that party may later be entitled under      applicable law. However, you will only pay so much of the arbitration filing fees as you would have paid had you filed a Complaint in      a court of law and Eventbrite will pay all remaining administrative and/or hearing fees charged by the Arbitrator and/or AAA.       8. The Arbitration Hearing And Award       The parties will arbitrate their dispute before the Arbitrator, who shall confer with the parties regarding the conduct of the hearing and      resolve any disputes the parties may have in that regard. Within 30 days of the close of the arbitration hearing, any party will have the      right to prepare, serve on the other party and file with the Arbitrator a brief. The Arbitrator may award any party any remedy to which      that party is entitled under applicable law, but such remedies shall be limited to those that would be available to a party in his or her      individual capacity in a court of law for the claims presented to and decided by the Arbitrator, and no remedies that otherwise would be      available to an individual in a court of law will be forfeited by virtue of this Agreement. The Arbitrator shall apply applicable controlling      law and will issue a decision or award in writing, stating the essential findings of fact and conclusions of law. In addition to any other      relief, the prevailing party in any arbitration shall be entitled to an award of his or its costs and reasonable attorneys’ fees, with the      amount of such costs and fees to be determined in accordance with applicable law.  A court of competent jurisdiction shall have the      authority to enter a judgment upon the award made pursuant to the arbitration.        9. Enforcement Of This Agreement       This Agreement is the full and complete agreement relating to the formal resolution of disputes covered by this Agreement. Except as      stated in paragraph 6, above, in the event any portion of this Agreement is deemed unenforceable, the remainder of this Agreement will      be enforceable. If the Class Action Waiver is deemed to be unenforceable, you and Eventbrite agree that this Agreement is otherwise      silent as to any party's ability to bring a class action in arbitration.                ///                                                                                         10                                                                                       Advisor has read and understands this page:                                                                                                                                                                                                                         _________________________  





 






DocuSign Envelope ID: 185E8AC0-BC6C-4A7B-A634-894BCF95BA82                                                                                                                            I acknowledge that I have received, read, and understood this Dispute Resolution Agreement, including the Class Action Waiver      contained herein.                Advisor Name (Printed): Andrew Dreskin              Advisor Signature:              Date: 2019-05-27                                                                           11                                                                                       Advisor has read and understands this page:                                                                                                                                                                                                                         _________________________