INDEMNITY AGREEMENTIndemnity Agreement • January 25th, 2010 • Convio, Inc. • Services-prepackaged software • Delaware
This Indemnity Agreement, dated as of , 2010, is made by and between Convio, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”).
VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • October 12th, 2007 • Convio, Inc. • Services-prepackaged software • Connecticut
LEASELease • January 25th, 2010 • Convio, Inc. • Services-prepackaged software
THIS LEASE (this “Lease”) is made as of April 3, 2009 (the “Effective Date”), between 1255 23RD STREET, L.P., a District of Columbia limited partnership (“Landlord”), and CONVIO, INC., a Delaware corporation (“Tenant”).
AGREEMENT AND PLAN OF MERGER by and among BLACKBAUD, INC., CARIBOU ACQUISITION CORPORATION AND CONVIO, INC. Dated as of January 16, 2012Agreement and Plan of Merger • January 17th, 2012 • Convio, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of January 16, 2012 (the “Execution Date”), among BLACKBAUD, INC., a Delaware corporation (“Parent”), CARIBOU ACQUISITION CORPORATION, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and CONVIO, INC., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company is a “Party” and together, the “Parties.”
Underwriting AgreementUnderwriting Agreement • April 26th, 2010 • Convio, Inc. • Services-prepackaged software • New York
Convio, Inc., a Delaware Corporation (“Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares of Common Stock, par value $0.001 per share (“Stock”) of the Company, and, at the election of the Underwriters, up to [ ] additional shares of Stock, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, severally and not jointly to sell to the Underwriters an aggregate of [ ] shares of Stock. The aggregate of [ ] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [ ] additional shares to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 25th, 2010 • Convio, Inc. • Services-prepackaged software • California
This AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT ("Amendment"), is entered into as of January 14, 2008, by and among Comerica Bank ("Bank"), Convio, Inc., a Delaware corporation ("Parent"), and certain of Parent's Subsidiaries signatory hereto (collectively, jointly and severally, with Parent, "Borrowers" and each individually a "Borrower"), in light of the following:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 25th, 2010 • Convio, Inc. • Services-prepackaged software • California
This LOAN AND SECURITY AGREEMENT is entered into as of October 26, 2007, by and among Comerica Bank, a Michigan banking corporation ("Bank"), on the one hand, and Convio, Inc., a Delaware corporation ("Parent"), and certain of Parent's Subsidiaries signatory hereto (collectively, jointly and severally, with Parent, "Borrowers" and each individually a "Borrower"), on the other hand.
INFLOW MASTER IDC AGREEMENT (North America) Cover PageInflow Master Idc Agreement • April 2nd, 2008 • Convio, Inc. • Services-prepackaged software • Colorado
This Internet Data Center Services Agreement, consisting of the Master Terms and Conditions, attached, the Service Order Form(s), and the attached Addenda, and as subsequently modified by Service Change/Amendments ("IDC Agreement") is made and entered into as of the Effective Date below, by and between INFLOW, as defined below, and Customer, as defined below. This IDC Agreement is valid and binding when signed by both parties and shall be effective as of the date signed below by INFLOW ("Effective Date").
ContractConvio, Inc. • January 25th, 2010 • Services-prepackaged software • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
AGREEMENT AND PLAN OF MERGER BY AND AMONG CONVIO, INC. GASI ACQUISITION CORP., GETACTIVE SOFTWARE, INC. AND ROBERT EPSTEIN, AS STOCKHOLDERS' AGENT JANUARY 10, 2007Agreement and Plan of Merger • January 25th, 2010 • Convio, Inc. • Services-prepackaged software • Texas
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of January 10, 2007 by and among Convio, Inc., a Delaware corporation ("Acquiror"), GASI Acquisition Corp., a Delaware corporation ("Merger Sub") and a wholly owned subsidiary of Acquiror, GetActive Software, Inc. ("Target"), and Robert Epstein, as Target stockholders' agent (the "Stockholders' Agent").
ATEL VENTURES, INC. MASTER LEASE AGREEMENT NO. CONVX Dated as of March 15, 2006 (the "Effective Date")Convio, Inc. • January 25th, 2010 • Services-prepackaged software • California
NO INTEREST IN THE RENT DUE OR THE RIGHTS OF THE LESSOR UNDER ANY LEASE OF EQUIPMENT CAN BE TRANSFERRED BY THE DELIVERY OF POSSESSION OF ANY COUNTERPART OF THIS MASTER LEASE. SUCH AN INTEREST CAN BE TRANSFERRED ONLY BY DELIVERY OF POSSESSION OF THE ORIGINAL SIGNED COUNTERPART OF AN EQUIPMENT SCHEDULE EXECUTED PURSUANT HERETO.
FIRST AMENDMENT TO TO MASTER LEASE AGREEMENT NO. CONVXMaster Lease Agreement • October 12th, 2007 • Convio, Inc. • Services-prepackaged software
THIS FIRST AMENDMENT TO MASTER LEASE AGREEMENT NO. CONVX ("Amendment") is made and entered into as of this 28th day of September, 2006, by and between ATEL Ventures, Inc., a California Corporation, with its principal office at 600 California Street, 6th Floor, San Francisco, CA 94108 ("Lessor") and Convio, Inc. with its principal office at 11921 N. Mopac Expressway, Suite 200, Austin, TX 78759 ("Lessee").
AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 25th, 2010 • Convio, Inc. • Services-prepackaged software • California
This AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT ("Amendment"), is entered into as of February 15, 2008, by and among Comerica Bank ("Bank"), Convio, Inc., a Delaware corporation ("Parent"), and certain of Parent's Subsidiaries signatory hereto (collectively, jointly and severally, with Parent, "Borrowers" and each individually a "Borrower"), in light of the following:
DAILY ADJUSTING LIBOR RATE/DAILY ADJUSTING LIBOR RATE WITH FLOOR ADDENDUM TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 25th, 2010 • Convio, Inc. • Services-prepackaged software
This Daily Adjusting LIBOR Rate/ Daily Adjusting LIBOR Rate with Floor Addendum to Loan and Security Agreement (this “Addendum”) is entered into as of July 31, 2009, by and among Comerica Bank (“Bank”), Convio, Inc., a Delaware corporation (“Parent”), and certain of Parent’s Subsidiaries signatory hereto (collectively, jointly and severally, with Parent, “Borrowers” and each individually a “Borrower”). This Addendum supplements the terms of the Loan and Security Agreement dated October 26, 2007 (as the same may be amended, modified, supplemented, extended or restated from time to time, the “Agreement”).
AMENDMENT NO. 1 TO LETTER AGREEMENTLetter Agreement • October 12th, 2007 • Convio, Inc. • Services-prepackaged software
This Amendment No. 1 to that certain letter agreement, dated January 31, 2007 (the "Letter Agreement"), is entered into by and among Convio, Inc., a Delaware corporation (the "Company") and Mr. Sheeraz Haji. The Company and Mr. Haji are sometimes collectively referred to herein as the "Parties" and individually referred to herein as a "Party." Unless otherwise indicated, capitalized terms used herein shall have the meanings ascribed to such terms in the Letter Agreement (as defined below).
December 22, 2011 Blackbaud, Inc. Re: Disclosure Procedures for Highly Confidential InformationLetter Agreement • January 25th, 2012 • Convio, Inc. • Services-prepackaged software
This letter agreement governs the terms of disclosure by Convio, Inc. (“Target”) to Blackbaud, Inc. (“Buyer”) of information and documents to members of the Clean Team that are identified as “Highly Confidential Information”, in furtherance of Buyer’s efforts to conduct due diligence with respect to its potential acquisition of Target (the “Transaction”). “Highly Confidential Information” shall include, without limitation, all information and documents that are responsive to line items which Target has marked as Highly Confidential Information on the diligence request list included in the electronic data room established by Target in connection with this Transaction. Buyer has indicated that review of Highly Confidential Information by certain of its independent consultants or employees is necessary in order for Buyer to move forward in conducting due diligence on the Transaction.
EXCLUSIVITY AGREEMENTExclusivity Agreement • January 25th, 2012 • Convio, Inc. • Services-prepackaged software • Delaware
This Exclusivity Agreement (the “Agreement”) is made and entered into as of December 20, 2011 by and between Blackbaud, Inc. (“Blackbaud”) and Convio, Inc. (the “Company”).
SECOND AMENDMENT TO LEASELease • April 2nd, 2008 • Convio, Inc. • Services-prepackaged software • Texas
THIS Second Amendment to Lease (this "Amendment") is entered into as of January 22, 2008, by and between RREEF Domain, LP, a Texas limited partnership ("Landlord"), and CONVIO, INC., a Delaware corporation ("Tenant").
AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 2nd, 2008 • Convio, Inc. • Services-prepackaged software • California
This AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT ("Amendment"), is entered into as of February 15, 2008, by and among Comerica Bank ("Bank"), Convio, Inc., a Delaware corporation ("Parent"), and certain of Parent's Subsidiaries signatory hereto (collectively, jointly and severally, with Parent, "Borrowers" and each individually a "Borrower"), in light of the following:
SECOND AMENDMENT TO LEASETo Lease • January 25th, 2010 • Convio, Inc. • Services-prepackaged software • Texas
THIS Second Amendment to Lease (this “Amendment”) is entered into as of January 22, 2008, by and between RREEF Domain, LP, a Texas limited partnership (“Landlord”), and CONVIO, INC., a Delaware corporation (“Tenant”).
ContractConvio, Inc. • January 25th, 2010 • Services-prepackaged software • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractMaster Idc Agreement • April 2nd, 2008 • Convio, Inc. • Services-prepackaged software
***CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [****]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONVIO, INC. FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT April 10, 2007Investors' Rights Agreement • January 25th, 2010 • Convio, Inc. • Services-prepackaged software • Delaware
This Fifth Amended and Restated Investors' Rights Agreement (this "Agreement") is entered into as of April 10, 2007 by and among Convio, Inc., a Delaware corporation (the "Company"), each of those holders of the Company's Series P Common Stock, Series Q Common Stock, Series R Common Stock, Series S Common Stock, each with a par value $0.001 per share (collectively, the "Common Stock"), identified on Schedule I hereto (individually, a "Common Holder," and collectively, the "Common Holders"), each of the holders of the Company's Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Preferred Stock, each with a par value of $0.001 per share, or shares of the Company's capital stock issuable upon conversion thereof (collectively, the "Preferred Stock"), listed on Schedule II hereto (individually, a "Preferred Holder" and collectively, the "Preferred Holders"). This Agreement amends, supersedes and replaces the Company's Fourth Amended and Restated Investor
PREFERRED STOCK WARRANT OF CONVIO, INC. July 2, 2004Convio, Inc. • January 25th, 2010 • Services-prepackaged software • Texas
This Warrant is issued to Piper Jaffray & Co. (the “Holder”), by Convio, Inc., a Delaware corporation (the “Company”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged.
January 17, 2012 Blackbaud, Inc. Senior Credit Facilities Commitment LetterConvio, Inc. • January 25th, 2012 • Services-prepackaged software
THIRD AMENDMENT TO LEASETo Lease • January 25th, 2010 • Convio, Inc. • Services-prepackaged software • Texas
THIS Third Amendment to Lease (this “Amendment”) is entered into as of August , 2008, by and between RREEF Domain, LP, a Texas limited partnership (“Landlord”), and CONVIO, INC., a Delaware corporation (“Tenant”).
ContractConvio, Inc. • January 25th, 2010 • Services-prepackaged software • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 25th, 2010 • Convio, Inc. • Services-prepackaged software • California
This AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT (“Amendment”), is entered into as of July 31, 2009, by and among Comerica Bank (“Bank”), Convio, Inc., a Delaware corporation (“Parent”), and certain of Parent’s Subsidiaries signatory hereto (collectively, jointly and severally, with Parent, “Borrowers” and each individually a “Borrower”), in light of the following:
FOURTH AMENDMENT TO LEASELease • October 14th, 2011 • Convio, Inc. • Services-prepackaged software • Texas
THIS FOURTH AMENDMENT TO LEASE (this Amendment) is entered on and to be effective as of September 28, 2011, by and between RREEF DOMAIN LP, a Texas limited partnership, as landlord (Landlord), and CONVIO, INC., a Delaware corporation, as tenant (Tenant).
CONVIO, INC. AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 25th, 2010 • Convio, Inc. • Services-prepackaged software
THIS AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”), which amends that certain Fifth Amended and Restated Investors’ Rights Agreement, dated April 10, 2007 (the “Investor Rights Agreement”), is made and entered into as of January , 2008 by and among Convio, Inc., a Delaware corporation (the “Company”), each of those holders of the Company’s Series P Common Stock, Series Q Common Stock, Series R Common Stock, and Series S Common Stock, each with a par value $0.001 per share (collectively, the “Common Stock”), identified on Schedule I to the Investor Rights Agreement (individually, a “Common Holder,” and collectively, the “Common Holders “), each of the holders of the Company’s Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, each with a par value of $0.001 per share, or shares of the Company’s capital stock issuable upon conversion thereof (collectively, the “Preferred Stock
Addendum to the Master Agreement for U.S. Availability Services Between SunGard Availability Services LP and Convio, Inc. Dated June 1, 2008Convio, Inc. • January 25th, 2010 • Services-prepackaged software
The Master Agreement for U.S. Availability Services, having the above date, between SunGard Availability Services LP (“SunGard”), and the Customer named below. (“Master Agreement”) is amended effective June 1, 2008, as follows:
ContractMaster Services Agreement • October 12th, 2007 • Convio, Inc. • Services-prepackaged software • California
THIS MASTER SERVICES AGREEMENT ("Agreement") is entered into effective as of the date last signed by the Parties, ("Effective Date") by and between RagingWire Enterprise Solutions, Inc. (formerly RagingWire Telecommunications, Inc.), a Nevada corporation ("RagingWire"), and GetActive Software, Inc., a Delaware corporation ("Client"). This Agreement replaces and supersedes the Master Services Agreement #1032.0.1 previously made between the Parties. In consideration of the mutual covenants contained in this Agreement, RagingWire and Client agree as follows:
ATEL VENTURES, INC. MASTER LEASE AGREEMENT NO. CONVX Dated as of March 15, 2006 (the "Effective Date")Master Lease Agreement • October 12th, 2007 • Convio, Inc. • Services-prepackaged software • California
Between ATEL VENTURES, INC., a California corporation, as Lessor ("Lessor") 600 California Street, 6th Floor San Francisco CA 94108-2733 Attention: General Counsel
FIRST AMENDMENT TO TO MASTER LEASE AGREEMENT NO. CONVXMaster Lease Agreement • January 25th, 2010 • Convio, Inc. • Services-prepackaged software
THIS FIRST AMENDMENT TO MASTER LEASE AGREEMENT NO. CONVX ("Amendment") is made and entered into as of this 28th day of September, 2006, by and between ATEL Ventures, Inc., a California Corporation, with its principal office at 600 California Street, 6th Floor, San Francisco, CA 94108 ("Lessor") and Convio, Inc. with its principal office at 11921 N. Mopac Expressway, Suite 200, Austin, TX 78759 ("Lessee").
MUTUAL NONDISCLOSURE AGREEMENTMutual Nondisclosure Agreement • January 25th, 2012 • Convio, Inc. • Services-prepackaged software • Delaware
This Mutual Nondisclosure Agreement (this “Agreement”) by and between Convio, Inc., a Delaware corporation (“Convio”), and Blackbaud, a Delaware corporation (“Potential Buyer” and Convio and Potential Buyer, each a “Party” and collectively, the “Parties”), is dated as of the latest date set forth on the signature page hereto.
