THE ACTIVE NETWORK, INC. STOCK OPTION AGREEMENTStock Option Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software • Delaware
THE ACTIVE NETWORK, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software • Delaware
This Indemnification Agreement, dated as of , 2011, is made by and between The Active Network, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
AMENDMENT TO RETENTION AGREEMENTRetention Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software • California
This Amendment to Retention Agreement (this “Amendment”) is made effective as of , by and between The Active Network, Inc., a Delaware corporation (“Company”), and (“Employee”).
RETENTION AGREEMENTRetention Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software • California
This RETENTION AGREEMENT (the “Agreement”) is made and entered into effective as of (the “Effective Date”), by and between The Active Network, Inc. (the “Company”), and (the “Employee”). The Company and the Employee are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
To: Sheryl Roland From: Dave Alberga Date: July 15, 2010 Re: Change in Control AgreementActive Network Inc • February 14th, 2011 • Services-prepackaged software • California
The Active Network, Inc. (the “Company”) considers it essential to the best interests of its stockholders to foster the continuous employment of the Company’s key management personnel. In this regard, the Company’s Board of Directors (the “Board”) recognizes that the possibility of a change in control of the Company may exist in the future and the uncertainty and questions that it may raise among management could result in the departure or distraction of management personnel to the detriment of the Company and its shareholders.
DONELSON CORPORATE CENTRE OFFICE LEASE AGREEMENT BUILDING TWOWork Letter Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software • Tennessee
THIS LEASE is made and entered into on this 24th day of September, 1999, by and between Donelson Corporate Centre, L.P., a Tennessee Limited Partnership, (“Landlord”), and Automated License Systems, LLC a Tennessee Limited Liability Company (“Tenant”) and James P. Wilson III and Sarah S. Wilson (“Limited Guarantors”).
THE ACTIVE NETWORK, INC. STOCK ISSUANCE AGREEMENTStock Issuance Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software • Delaware
All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement or in the attached Appendix.
THIS INDENTURE OF LEASE made this 13th day of September 1999 PURSUANT TO THE “LAND TRANSFER FORM ACT”.Indenture of Lease • February 14th, 2011 • Active Network Inc • Services-prepackaged software • British Columbia
WITNESSETH that in consideration of the rents, covenants and agreements hereinafter reserved and contained on the part of the Tenant to be paid, observed and performed:
TENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software • Delaware
THIS TENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the 22nd day of August, 2008, by and among The Active Network, Inc., a Delaware corporation (the “Company”), and the persons identified on Schedule A attached hereto (the “Shareholders”) and the persons identified on Schedule B attached hereto (the “Warrantholders”).
ADDENDUM TO STOCK ISSUANCE AGREEMENTStock Issuance Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software
The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Issuance Agreement (the “Issuance Agreement”) by and between the Corporation and (“Participant”) evidencing the shares of Common Stock purchased by Participant under The Active Network, Inc. 2002 Stock Option/Stock Issuance Plan, and such provisions shall be effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to such terms in the Issuance Agreement.
ContractActive Network Inc • February 14th, 2011 • Services-prepackaged software • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ENCUMBERED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE ACT.
FIRST AMENDMENT TO LEASE (Seaview Corporate Center)Lease • February 14th, 2011 • Active Network Inc • Services-prepackaged software
THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of the 31st day of October, 2010, by and between AG/POP SEAVIEW CORPORATE, L.P., a Delaware limited partnership (“Landlord”) and THE ACTIVE NETWORK, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO OFFICE LEASE AGREEMENT DONELSON CORPORATE CENTREOffice Lease Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software
THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (this “Amendment”) is made of as April 28th, 2005 by and among Donelson Corporate Centre, L.P., a Tennessee limited partnership (“Landlord”), Automated License Systems Inc., a Tennessee Corporation (“Tenant”) and James P. Wilson, III and Sarah S. Wilson, (“Limited Guarantors”), under the following circumstances:
THIRD AMENDMENT TO OFFICE LEASE AGREEMENT DONELSON CORPORATE CENTREOffice Lease Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software
THIS THIRD AMENDMENT TO OFFICE LEASE AGREEMENT (this “Amendment”) is made of as of January 10, 2007 by and among Donelson Corporate Centre, L.P., a Tennessee limited partnership (“Landlord”), Automated License Systems LLC, a Tennessee Corporation (“Tenant”) and James P. Wilson, III and Sarah S. Wilson, (“Limited Guarantors”), under the following circumstances:
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software • California
THIS WARRANT ASSUMPTION AGREEMENT (the “Agreement”) is entered into and effective as of December 16, 1999 by and between ActiveUSA.com, Inc., a Delaware corporation (formerly known as RaceGate.com, Inc. and referred to herein as the “Company”), ActiveUSA.com, Inc., a Florida corporation (“Active-Florida”), and as a holder of a Warrant to purchase shares of Common Stock of Active-Florida (the “Warrant Holder”).
ADDENDUM TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software
The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Purchase Agreement (the “Purchase Agreement”) by and between the Corporation and (“Optionee”) evidencing the shares of Common Stock purchased by Optionee under The Active Network, Inc. 2002 Stock Option/Stock Issuance Plan, and such provisions shall be effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to such terms in the Purchase Agreement.
LEASE EXPANSION AND AMENDING AGREEMENTLease Expansion and Amending Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software • California
THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of September 29, 2009, by and among The Active Network, Inc., a Delaware corporation (the “Company”), and the investors (collectively, the “Lenders”) identified on the Schedule of Lenders attached hereto (the “Schedule of Lenders”).
FOURTH AMENDMENT TO OFFICE LEASE AGREEMENT DONELSON CORPORATE CENTREOffice Lease Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software
THIS FOURTH AMENDMENT TO OFFICE LEASE AGREEMENT (this “Amendment”) is made of as March 25th, 2008 by and among Donelson Corporate Centre, L.P., a Tennessee limited partnership (“Landlord”) and Automated License Systems. LLC, a Tennessee Limited Liability Company (“Tenant”), under the following circumstances:
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software
The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Option Agreement (the “Option Agreement”) by and between the Corporation and (“Optionee”) evidencing the stock option (the “Option”) granted to Optionee under the terms of The Active Network, Inc. 2002 Stock Option/Stock Issuance Plan, and such provisions shall be effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to them in the Option Agreement.
LEASE EXPANSION, EXTENSION AND AMENDING AGREEMENT (FIRST, SECOND, THIRD AND FOURTH FLOORS – 6400 ROBERTS STREET)Extension and Amending Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software
OFFICE LEASE by and between ALLEGANY RESEARCH PROPERTIES, LLC, as Landlord and INFOSPHERIX INCORPORATED, as TenantOffice Lease • February 14th, 2011 • Active Network Inc • Services-prepackaged software • Maryland
THIS LEASE (“Lease”), effective as of this 6 day of February, 2007, (“Effective Date”) by and between ALLEGANY RESEARCH PROPERTIES, LLC, a Maryland limited liability company (“Landlord”), and INFOSPHERIX INCORPORATED, a Delaware corporation (“Tenant”), provides as follows:
SEAVIEW CORPORATE CENTER OFFICE LEASE SEAVIEW PFG, LLC, a Delaware limited liability company, as Landlord, and THE ACTIVE NETWORK, INC., a Delaware corporation as Tenant.Office Lease • February 14th, 2011 • Active Network Inc • Services-prepackaged software • California
This Summary of Basic lease Information (the “Summary”) is hereby incorporated by reference into and made a part of the attached Office Lease. Each reference in the Office lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Office lease, the terms of the Office lease shall prevail. Any initially capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Office lease.
ContractActive Network Inc • February 14th, 2011 • Services-prepackaged software • Florida
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY APPLICABLE STATES OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THIS WARRANT IS ALSO SUBJECT TO TRANSFER RESTRICTIONS CONTAINED IN THIS WARRANT
LEASE EXPANSION AND EXTENSION AND AMENDING AGREEMENTLease Expansion And • February 14th, 2011 • Active Network Inc • Services-prepackaged software • British Columbia
WITNESS that in consideration of the covenants and agreements hereinafter contained, the Landlord and the Tenant hereby agree as follows:
SECOND AMENDMENT TO OFFICE LEASE AGREEMENT DONELSON CORPORATE CENTREOffice Lease Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software
THIS SECOND AMENDMENT TO OFFICE LEASE AGREEMENT (this “Amendment”) is made of as June 29, 2005 by and among Donelson Corporate Centre, L.P., a Tennessee limited partnership (“Landlord”), Automated License Systems, Inc., a Tennessee Corporation (“Tenant”) and James P. Wilson, in and Sarah S. Wilson, (“Limited Guarantors”), under the following circumstances:
LEASE EXPANSION AND AMENDING AGREEMENTLease Expansion and Amending Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software
WITNESS that in consideration of the covenants and agreements hereinafter contained, the Landlord and the Tenant hereby agree as follows:
Personal and Confidential Matt Ehrlichman 17801 23rd Ave SE Bothell,WA 98012 Phone: 206-696-5656 email: matte@thriva.com Dear Matt:Active Network Inc • February 14th, 2011 • Services-prepackaged software • California
On behalf of The Active Network, Inc., a Delaware corporation (the “Company”), I am pleased to offer to you (“you” or “Employee”) the position of Vice President of Strategy of the Company. This offer is also contingent upon the documentation of your U.S. citizenship or authorized alien work status and returning a signed copy of this letter agreement (“Agreement”) indicating your acceptance as well as an Employee Proprietary Information and Inventions Agreement and a Release and Waiver Agreement. The terms of your employment relationship with the Company will be as set forth below:
