Common use of ADEA Waiver Clause in Contracts

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the ADEA, as amended. Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee should consult with an attorney prior to executing this Severance Agreement; (c) Employee twenty-one (21) days to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below); (d) Employee has seven (7) days following Employee’s execution of this Severance Agreement to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisor; and (e) this Severance Agreement shall not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after this Severance Agreement is executed by Employee (the “Effective Date”).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the ADEA, as amended. Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee should consult with an attorney prior to executing this Severance Agreement; (c) Employee twenty-one (21) days to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below); (d) Employee has seven (7) days following Employee’s execution of this Severance Agreement to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisor; and (e) this Severance Agreement shall not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after this Severance Agreement is executed by Employee (the “Effective Date”).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (ai) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (bii) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (ciii) Employee twenty-one you have sixty (2160) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (div) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing and actually delivered ADEA Waiver, with such revocation to [_____] at ChannelAdvisorbe effective only if you deliver written notice of revocation to the Company within the seven (7)-day period; and (ev) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee (the “Effective Date”). Nevertheless, your general release of claims, except for the ADEA Waiver, is effective immediately, and not revocable.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement the preceding paragraph hereof is in addition to anything of value to which Employee was you are already entitled. You further acknowledge that you have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s your waiver and release do not apply to any rights or claims that may arise after the execution date of that you sign this Severance Agreement; (b) Employee has been advised hereby that Employee should you have the right to consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (c) Employee twentyyou have forty-one five (2145) days to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing and actually delivered by providing written notice of your revocation to [_____] at ChannelAdvisorthe Company’s Chief Executive Officer; and (e) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after the date that this Severance Agreement is executed signed by Employee you (the “Effective Date”). You hereby acknowledge that with this Agreement, the Company has provided you with an ADEA Disclosure Notice Under Title 29 U.S. Code Section 626(f)(1)(H) which is attached hereto as Exhibit D. Additionally, since you asked for, and received, material changes in this Agreement in your favor, you agree to waive the additional time for considering this offer to which you would otherwise be entitled. Thus, you agree that the required forty-five (45) day consideration period for this Agreement will be deemed to have started on January 29, 2004.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee she is knowingly and voluntarily waiving and releasing any rights Employee she may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee she has been advised by this writing writing, as required by the ADEA, that: (ai) Employee’s waiver and release do her ADEA Waiver does not apply to any rights or claims that may arise after the execution date of she signs this Severance Agreement; (bii) Employee has been advised hereby that Employee she should consult with an attorney prior to executing signing this Severance AgreementAgreement (although she may choose voluntarily not to do so); (ciii) Employee she has twenty-one (21) days to consider this Severance Agreement (although Employee she may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (div) Employee she has seven (7) days following Employee’s execution of the date she signs this Severance Agreement to revoke it, with such revocation to be effective only if she delivers written notice of revocation to the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorCompany within the seven (7)-day period; and (ev) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after Employee signs this Severance Agreement is executed by or, in the case of the Termination Date Affirmation, the eighth day after Employee signs this Affirmation (the “Effective Date”). To revoke the Agreement, Employee must deliver a written statement of revocation to Exelixis, Inc., c/o Xxxxx Xxxxxxx, Executive Director, Human Resources, 000 X. Xxxxx Xxxxxx, X.X. Xxx 000, Xxxxx Xxx Xxxxxxxxx, XX 00000-0000, by hand delivery by no later than the close of business on the seventh day after signing the Agreement or by registered or certified mail postmarked within the seven-day revocation period, along with a faxed copy of Employee’s revocation to 000-000-0000 within the seven-day revocation period.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (ai) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (bii) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (ciii) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (div) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing and actually delivered ADEA Waiver, with such revocation to [_____] at ChannelAdvisorbe effective only if you deliver written notice of revocation to the Company within the seven (7)-day period; and (ev) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee (the “Effective Date”). Nevertheless, your general release of claims, except for the ADEA Waiver, is effective immediately, and not revocable.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee is knowingly The release in this Release and voluntarily waiving and releasing any rights Employee may have Waiver also includes a waiver of claims against the Releasees under the ADEAADEA and the Older Workers Benefit Protection Act (“OWBPA”) (collectively, as amended“ADEA Waiver”). Employee also acknowledges Therefore, pursuant to the requirements of the ADEA and the OWBPA, I specifically acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee I was already entitled, entitled and (ii) is adequate for the ADEA waiver contemplated by this Release and Waiver. I further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has I have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do my ADEA Waiver does not apply to any rights or claims that may arise after the execution date of I sign this Severance AgreementRelease and Waiver; (b) Employee has I have been advised hereby that Employee should to consult with an attorney of my choosing concerning the legal significance of this Release and Waiver prior to executing this Severance Agreementsigning; (c) Employee I have twenty-one (21) days to consider this Severance Agreement Release and Waiver (although Employee I may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee has I have seven (7) days following Employee’s execution of the date I sign this Severance Agreement Release and Waiver to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorADEA Waiver; and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after I sign this Severance Agreement is executed by Employee (the “Effective Date”)Release and Waiver.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (ai) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (bii) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (ciii) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (div) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke it, with such revocation to be effective only if you deliver written notice of revocation to the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorCompany within the seven (7)-day period; and (ev) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee (the “Effective Date”). Nevertheless, your general release of claims, except for the ADEA Waiver, is effective immediately, and not revocable.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEAADEA (the "ADEA Waiver"), as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you are already entitled. You further acknowledge that you have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (ai) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of that you sign this Severance Agreement; (bii) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (ciii) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (div) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing and actually delivered ADEA Waiver (by providing written notice of your revocation to [_____] at ChannelAdvisorthe Company; and (ev) this Severance Agreement shall ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after the date that this Severance Agreement is executed signed by Employee you provided that you do not revoke it (the “"Effective Date”'). You further acknowledge that the Employer has provided you with the ADEA Disclosure information (under Title 29 USC Section 626(f)(l)(H)).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEAADEA (“ADEA Waiver”), as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver ADEA Waiver and release in this Severance Agreement the preceding paragraph hereof is in addition to anything of value to which Employee was you are already entitled. You further acknowledge that you have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver your ADEA Waiver and release do not apply to any rights or claims that may arise after the execution date of that you sign this Severance Agreement; (b) Employee has been advised hereby that Employee should you have the right to consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (c) Employee twentyyou have forty-one five (2145) days from the date you receive this Agreement to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing and actually delivered by providing written notice of your revocation to [_____] at ChannelAdvisorthe Company’s Vice President of Human Resources; and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after the date that this Severance Agreement is executed signed by Employee you (the “Effective Date”). Nevertheless, your general release of claims, except for the ADEA Waiver, is effective immediately, and not revocable. You hereby acknowledge that the Company has provided you with the ADEA Disclosure information (under Title 29 U.S. Code Section 626(f)(1)(H)), enclosed with this Agreement.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (c) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing and actually delivered ADEA Waiver, with such revocation to [_____] at ChannelAdvisorbe effective only if you deliver written notice of revocation to the Company within the seven (7)-day period; and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee (the “Effective Date”). Nevertheless, your general release of claims, except for the ADEA Waiver, is effective immediately, and not revocable.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You further specifically agree that, as part of the Released Claims, you are releasing any claims that Employee is you could assert under the ADEA, as amended (the “ADEA Waiver”). You acknowledge that: you are knowingly and voluntarily waiving and releasing any rights Employee may you have under the ADEA, as amended. Employee also acknowledges ; that (i) the Release Consideration is being given in partial consideration given to Employee in exchange for the waiver ADEA Waiver; and release in this Severance Agreement that the Release Consideration is in addition to anything of value to which Employee was you were already entitled. You further acknowledge that you have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a1) Employee’s waiver and release do this ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b2) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (c3) Employee twentyyou have forty-one five (2145) days to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (d4) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement (in writing a written revocation provided to and actually delivered to [_____] at ChannelAdvisorreceived by the Company’s CEO within the 7-day revocation period); and (e5) this Severance the Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee Agreement, provided that you have not timely revoked it (the “Effective Date”). You understand and agree that, if you revoke the ADEA Waiver, you will not be entitled to the Release Consideration.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You further specifically agree that, as part of the Released Claims, you are releasing any claims that Employee is you could assert under the ADEA (the “ADEA Waiver”). You acknowledge that: you are knowingly and voluntarily waiving and releasing any rights Employee may you have under the ADEA, as amended. Employee also acknowledges ; that (i) the Release Consideration is being given in partial consideration given to Employee in exchange for the waiver ADEA Waiver; and release in this Severance Agreement that the Release Consideration is in addition to anything of value to which Employee was you were already entitled. You further acknowledge that you have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a1) Employee’s waiver and release do this ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b2) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (c3) Employee twentyyou have forty-one five (2145) days to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (d4) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement (in writing a written revocation provided to and actually delivered to [_____] at ChannelAdvisorreceived by the Company’s CEO within the 7-day revocation period); and (e5) this Severance the Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee Agreement, provided that you have not timely revoked it (the “Effective Date”). You understand and agree that, if you revoke the ADEA Waiver, you will not be entitled to the Release Consideration.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You hereby acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (c) Employee you received a copy of this Agreement for your review and consideration on April 13, 2017 and that you have twenty-one (21) days to review and consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign and deliver this Severance Agreement to revoke it, with such revocation to be effective only if you deliver written notice of revocation to FivePrime within the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorseven (7)-day period; and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall be (the eighth day after you sign and deliver this Severance Agreement) and you have not revoked this Agreement is executed by Employee pursuant to subpart (d) of this sentence (the “Waiver Effective Date”). Because you asked for, and received, revisions to the draft of this Agreement provided to you on April 13, 2017, you hereby waive an additional 21-day review period. Accordingly, your 21-day review period under the ADEA will be deemed to have started on April 13, 2017.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (c) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke it, with such revocation to be effective only if you deliver written notice of revocation to the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorCompany within the seven (7)-day period; and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee (the “Effective Date”). Nevertheless, your general release of claims, except for the ADEA Waiver, is effective immediately, and not revocable.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (c) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing and actually delivered ADEA Waiver, with such revocation to [_____] at ChannelAdvisorbe effective only if you deliver written notice of revocation to the Company within the seven (7)-day period; and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee (the “Effective Date”).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (c) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing and actually delivered ADEA Waiver by providing written notice of your revocation to [_____] at ChannelAdvisorme; and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee (the “Effective Date”). Nevertheless, your general release of claims, except for the ADEA Waiver, is effective immediately, and not revocable.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is knowingly and voluntarily you are waiving and releasing any rights Employee you may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), as amendedand that this waiver and release is knowing and voluntary. Employee also acknowledges You agree that (i) this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. You acknowledge that the consideration given to Employee in exchange for the this waiver and release in this Severance Agreement is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing this Severance Agreement; (cb) Employee you have twenty-one (21) days within which to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below)Agreement; (dc) Employee has you have seven (7) days following Employee’s your execution of this Severance Agreement to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorthis Agreement; and (ed) this Severance Agreement shall not be effective until the date upon which after the revocation period has expired unexercisedexpired; and (e) nothing in this Agreement prevents or precludes you from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, which shall nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event you sign this Agreement and returns it to the Company in less than the twenty-one (21)-day period identified above, you hereby acknowledge that you have freely and voluntarily chosen to waive the time period allotted for considering this Agreement. You acknowledge and understand that revocation must be accomplished by a written notification to the eighth day after person executing this Severance Agreement on the Company’s behalf that is executed by Employee (received prior to the “Effective Date”). The parties agree that changes, whether material or immaterial, do not restart the running of the twenty-one (21)-day period.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement the preceding paragraph hereof is in addition to anything of value to which Employee was you are already entitled. You further acknowledge that you have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s your waiver and release do not apply to any rights or claims that may arise after the execution date of that you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (c) Employee you have at least twenty-one (21) days from the date you receive this Agreement to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing and actually delivered by providing written notice of your revocation to [_____] at ChannelAdvisorthe Board; and (e) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after the date that this Severance Agreement is executed signed by Employee you (the “Effective Date”). Notwithstanding the preceding, the Consulting Relationship shall be effective as of the day immediately following the Resignation Date, and your revocation of this Agreement, if it occurs, will result in immediate termination of the Consulting Relationship. Additionally, since you asked for, and received, material changes in this Agreement in your favor, you agree to waive an additional twenty-one day period in which to consider this Agreement, you agree that the required twenty-one (21)-day consideration period for this Agreement will be deemed to have started on February 13, 2006 (the date that you received the Company’s original offer), and you and the Company agree that you will have until March 20, 2006 in which to consider this Agreement.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges In exchange for the consideration under this Separation Agreement to which you would not otherwise be entitled, you hereby acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver and release you have given in this Severance Separation Agreement is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s your waiver and release do not apply to any rights or claims that may arise after the execution date of you sign this Severance Separation Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance AgreementSeparation Agreement (although you may voluntarily decide not to do so); (c) Employee you have twenty-one (21) days to consider this Severance Separation Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Separation Agreement to revoke this Separation Agreement (in a written revocation received by the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorCompany’s Chief Executive Officer); and (e) this Severance Separation Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after you sign this Severance Separation Agreement is executed by Employee (the “Effective Date”).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement the preceding paragraph hereof is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s you have carefully read and fully understand the provisions of this Agreement; (b) you are, through this Agreement, releasing the Company from any and all claims you may have against it, its parent, subsidiaries, predecessors, successors, affiliates and related entities; (c) you have knowingly and voluntarily agreed to all of the terms set forth in the agreement; (d) you knowingly and voluntarily intend to be legally bound by the Agreement; (e) your waiver and release do not apply to any rights or claims that may arise after the execution date Effective Date of this Severance Agreement; (bf) Employee has you have been advised hereby are advised that Employee should you have the right to consult with an attorney prior to executing this Severance Agreement; (cg) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); (dh) Employee has you have seven (7) days following Employee’s the execution of this Severance Agreement to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorAgreement; and (ei) this Severance Agreement shall not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall be the eighth day after this Severance Agreement is executed by Employee you, provided that the Company has also executed this Agreement by that date (the “Effective Date”).. Separation Agreement – Xxxxxx October 18, 2005

ADEA Waiver. [Applicable only if over 40] Employee The Consultant acknowledges that Employee he is knowingly and voluntarily waiving and releasing any rights Employee he may have under the Age Discrimination in Employment Act (“ADEA, as amended”) and that this waiver and release is knowing and voluntary. Employee also The Consultant acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was he is already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee The Consultant further acknowledges that Employee he has been advised by this writing that: (ai) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee he should consult with an attorney prior to executing this Severance Agreement; (cii) Employee he has up to twenty-one (21) days from the date of this Agreement in which to consider this Severance Agreement, although he may, at your discretion, sign and return the Agreement at any earlier time, in which case he waives all rights to the balance of this twenty-one (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below)21) day review period; (diii) Employee he has seven (7) days following Employee’s his execution of this Severance Agreement to revoke this Agreement (the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisor“Revocation Period”); and (eiv) this Severance Agreement Agreement, including the ADEA waiver, shall not be effective until the date upon which Revocation Period has expired; and (v) nothing in this Agreement prevents or precludes the Consultant from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA. The Consultant acknowledges that if he has not returned the signed Agreement within the time permitted, then the offer of payments and benefits set forth herein, including but not limited to the Consultant’s engagement by the Company, will expire by their own terms at such time. The Consultant also recognizes that revocation period has expired unexercisedof this Agreement must be in writing and must be delivered to Axxxxx Xxxxxxxx, which shall be the eighth day after this Severance Agreement is executed Txxxxxxx Sxxxxxx LLP, 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, by Employee certified mail or courier service (the “Effective Date”signature of receipt required).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is by signing the Reaffirmation Signature you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges federal Age Discrimination in Employment Act (“ADEA Waiver”) and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you are already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee You further acknowledges that Employee has been advised by this writing acknowledge that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after you sign the execution date Reaffirmation Signature of this Severance Agreement; (b) Employee has been advised hereby that Employee you have a right to and should consult with an attorney prior to executing this Severance Agreement; (c) Employee twenty-one (21) you have 21 calendar days within which to consider this Severance Agreement for reaffirmation (although Employee you may choose to voluntarily execute reaffirm this Severance Agreement earlier and, if Employee does, Employee will sign provided it is after the Consideration Period waiver belowSeparation Date); (d) Employee has seven (7) you have 7 calendar days following Employee’s execution the date of your Reaffirmation Signature to revoke your reaffirmation of this Severance Agreement to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorAgreement; and (e) the reaffirmation of this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after this Severance Agreement is executed by Employee your Reaffirmation Signature, provided that you have not revoked it (the “Reaffirmation Effective Date”). You agree that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this paragraph for you to reaffirm this Agreement. You acknowledge that you will only be eligible for the Separation Benefits if you sign the Reaffirmation Signature and do not revoke it To revoke the reaffirmation of this Agreement, you must email to Human Resources a written notice of revocation at XX@xxxxxx.xxx, prior to the end of the 7-day period. You acknowledge that your consent to this Agreement and the reaffirmation is knowing and voluntary. The severance offer will be automatically withdrawn if you do not sign the Reaffirmation Signature within the 21-day consideration period.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges federal Age Discrimination in Employment Act (“ADEA Waiver”) and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you are already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee You further acknowledges that Employee has been advised by this writing acknowledge that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing this Severance Agreement; (c) Employee twenty-one (21) you have 21 calendar days within which to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); (d) Employee has seven (7) you have 7 calendar days following Employee’s the execution of this Severance the Agreement to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorthis Agreement; and (e) this Severance the Agreement shall will not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after you sign this Severance Agreement and the Supplemental Release, a copy of which is executed by Employee attached as Exhibit B, provided that you have not revoked either (the “Effective Date”). You agree that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this paragraph (the last day of such consideration period, the “Deadline”). To revoke the Agreement, you must email to People Operations a written notice of revocation at XxxxxxXxx@xxxxxx.xxx, prior to the end of the 7-day period. You acknowledge that your consent to this Agreement is knowing and voluntary. The severance offer will be automatically withdrawn if you do not sign the Agreement by the Deadline. The severance offer will be automatically withdrawn if you do not sign the Agreement by the Deadline. 8.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (ai) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (bii) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (ciii) Employee twentyyou have forty-one five (2145) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (div) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing and actually delivered ADEA Waiver, with such revocation to [_____] at ChannelAdvisorbe effective only if you deliver written notice of revocation to the Company within the seven (7)-day period; and (ev) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee (the “Effective Date”). Nevertheless, your general release of claims, except for the ADEA Waiver, is effective immediately, and not revocable.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the Age Discrimination in Employment Act (“ADEA”), as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver ADEA Waiver and release in this Severance Agreement paragraph 3 hereof is in addition to anything of value to which Employee was you are already entitled. You further acknowledge that you have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver your ADEA Waiver and release do not apply to any rights or claims that may arise after the execution date of that you sign this Severance Agreement; (b) Employee has been advised hereby that Employee should you have the right to consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (c) Employee you have twenty-one (21) days from the date you receive this Agreement to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing and actually delivered by providing written notice of your revocation to [_____] at ChannelAdvisorthe Company’s Senior Director of Human Resources; and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after the date that this Severance Agreement is executed signed by Employee you (the “Effective Date”).. Nevertheless, your general release of claims, except for the ADEA Waiver, is effective immediately, and not revocable. Xx. Xxxxxxxx

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee he is knowingly and voluntarily waiving and releasing any rights Employee he may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee he has been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do his ADEA Waiver does not apply to any rights or claims that may arise after the execution date of he signs this Severance Agreement; (b) Employee has been advised hereby that Employee he should consult with an attorney prior to executing signing this Severance Agreement; (c) Employee twenty-one (21) he has 21 days to consider this Severance Agreement (although Employee he may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee he has seven (7) 7 days following Employee’s execution of the date he signs this Severance Agreement to revoke the Severance Agreement ADEA Waiver (in writing and actually delivered a written revocation sent to [_____] at ChannelAdvisorthe Company); and (e) this Severance Agreement the ADEA Waiver shall not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after the date Employee signs this Severance Agreement Agreement, provided that Employee has not previously revoked the ADEA Waiver in accordance with clause (d). Nevertheless, Employee's general release of claims, except for the ADEA Waiver, shall be deemed effective as of the date he signs this Agreement, and is executed by Employee (the “Effective Date”)not revocable.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange under this Agreement for the your waiver and release in this Severance Agreement Paragraph is in addition to anything of value to which Employee was you are already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have hereby been advised by this writing Paragraph that: (ai) Employee’s your waiver and release do not apply to any rights or claims that may arise after the execution date of that you sign this Severance Agreement; (bii) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (ciii) Employee you have at least twenty-one (21) days to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowand return it earlier); (div) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke it (by providing written notice of your revocation to the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorCompany’s CFO not later than 11:59pm PST on the 7th day after you sign this Agreement); and (ev) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after the date that this Severance Agreement is executed signed by Employee you, provided you do not timely revoke this Agreement (the “Effective Date”). Any changes to this Agreement will not restart the running of your twenty-one (21) day review period. Upon the Effective Date, the Transition Period (and resulting rights and privileges) described in Paragraph 2 of this Agreement will be in effect; upon the Reaffirmation Effective Date (as defined in Exhibit A), you will be entitled to the Separation Benefits described in Paragraph 4 of this Agreement. If this Agreement does not become effective you will not receive consideration and benefits to which you are not otherwise entitled, such as those described in Paragraphs 2 and 4.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges Federal Age Discrimination in Employment Act (“ADEA Waiver”) and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you are already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee You further acknowledges that Employee has been advised by this writing acknowledge that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance AgreementRelease; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing this Severance AgreementRelease; (c) Employee you have had twenty-one (21) calendar days within which to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below)Release; (d) Employee has you have seven (7) calendar days following Employee’s the execution of this Severance Agreement Release to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorthis Release; and (e) this Severance Agreement shall the Release will not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after you sign this Severance Release provided that you have not revoked it. You agree that any modifications, material or otherwise, made to this Release do not restart or affect in any manner the original twenty-one (21)-day consideration period provided in this paragraph. To revoke this Release, you must email a written notice of revocation to Xxxxxxx Xxxxxxxx at Xxxxxxx.xxxxxxxx@x-xxx.xxx prior to the end of the seven (7)-day period. You acknowledge that your consent to this Release is knowing and voluntary. You understand that nothing in this Agreement is executed by Employee (will preclude or prevent you from filing a claim with the “Effective U.S. Equal Employment Opportunity Commission that challenges the validity of this waiver and release solely with respect to your waiver of any claims arising under the Federal Age Discrimination in Employment Act. The offer of consideration will be automatically withdrawn if you do not sign this Release on the Transition Date”).. ​

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEAADEA (the “ADEA Waiver”), as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you are already entitled. You further acknowledge that you have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (ai) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of that you sign this Severance Agreement; (bii) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (ciii) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (div) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing and actually delivered ADEA Waiver (by providing written notice via e-mail of your revocation to [_____] the Company’s GC at ChannelAdvisorxxxxxxx.xxxxx@xxxxxxxxxx.xxx); and (ev) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after the date that this Severance Agreement is executed signed by Employee you provided that you do not revoke it (the “Effective Date”).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges This Agreement is intended to satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. sec. 626(f). You are advised to consult with an attorney before executing this Agreement. You acknowledge and agree that Employee is you have read and understand this Agreement and by signing below you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s your waiver and release do does not apply to any rights or claims you may have under the Age Discrimination in Employment Act that may arise after the execution date of this Severance Agreement, and this Agreement does not prohibit you from challenging the validity of this Agreement’s waiver and release of claims under the Age Discrimination in Employment Act of 1967, as amended.; (b) Employee has you have been advised hereby that Employee should you have the right to consult with an attorney prior to executing this Severance AgreementAgreement and you have obtained and considered such legal counsel as you deem necessary; (c) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); (d) Employee has you have seven (7) days following Employee’s the execution of this Severance Agreement by the parties to revoke the Severance Agreement Agreement; (e) your revocation must be in writing and actually delivered received by the Senior VP , Human Resources on or before the seventh day in order to [_____] at ChannelAdvisorbe effective; and (ef) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedand you have not revoked your acceptance, which shall will be the eighth day after this Severance Agreement is executed by Employee you (the “Effective Date”).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEAADEA (the “ADEA Waiver”), as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you are already entitled. You further acknowledge that you have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (ai) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of that you sign this Severance Agreement; (bii) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (ciii) Employee you have [twenty-one (21) )] OR [forty-five (45)] days to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (div) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing and actually delivered it (by providing written notice of your revocation to [_____] at ChannelAdvisorme); and (ev) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after the date that this Severance Agreement is executed signed by Employee you provided that you do not revoke it (the “Effective Date”). [You hereby acknowledge and agree that you have been provided with all of the information required by 29 U.S.C. Section 626(f)(1)(H) through the ADEA Disclosure Form provided with this Agreement.]

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA ("ADEA Waiver"). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (ai) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (bii) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (ciii) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (div) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing and actually delivered ADEA Waiver, with such revocation to [_____] at ChannelAdvisorbe effective only if you deliver written notice of revocation to the Company within the seven (7)-day period; and (ev) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee (the “"Effective Date”").. Nevertheless, your general release of claims, except for the ADEA Waiver, is effective immediately, and not revocable. Jxxxxx X. Xxxxx November 3, 2017

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You hereby acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver and release you have given in this Severance Agreement is in addition to anything of value to which Employee he was already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s his waiver and release do does not apply to any rights or claims that may arise after the execution date of Employee signs this Severance AgreementSeparation Date Release; (b) Employee has been advised hereby that Employee You should consult with an attorney prior to executing signing this Severance AgreementSeparation Date Release (although you may voluntarily decide not to do so); (c) Employee You have twenty-one (21) days to consider this Severance Agreement Separation Date Release (although Employee you may choose voluntarily to voluntarily execute sign this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowSeparation Date Release sooner); (d) Employee has you have seven (7) days following Employee’s execution of the date you signs this Severance Agreement Separation Date Release to revoke it (in a written revocation sent to and received by the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorCompany’s Human Resource Director); and (e) this Severance Agreement shall Separation Date Release will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee Separation Date Release (the “Effective Date”).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEAADEA (“ADEA Waiver”), as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver ADEA Waiver and release in this Severance Agreement the preceding paragraph hereof is in addition to anything of value to which Employee was you are already entitled. You further acknowledge that you have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver your ADEA Waiver and release do not apply to any rights or claims that may arise after the execution date of that you sign this Severance Agreement; (b) Employee has been advised hereby that Employee should you have the right to consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (c) Employee twentyyou have forty-one five (2145) days from the date you receive this Agreement to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing and actually delivered by providing written notice of your revocation to [_____] at ChannelAdvisorthe Company’s Senior Director of Human Resources; and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after the date that this Severance Agreement is executed signed by Employee you (the “Effective Date”). Nevertheless, your general release of claims, except for the ADEA Waiver, is effective immediately, and not revocable. You hereby acknowledge that the Company has provided you with the ADEA Disclosure information (under Title 29 U.S. Code Section 626(f)(1)(H)), enclosed with this Agreement.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee is Executive hereby knowingly and voluntarily waiving waives and releasing releases any rights Employee Executive may have under the ADEAAge Discrimination in Employment Act, as amended. Employee also acknowledges or ADEA (the “ADEA Waiver”), and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was Executive is already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee Executive further acknowledges that Employee Executive has been advised advised, as required by this writing the ADEA, that: (a) Employee’s waiver and release do this ADEA Waiver does not apply to any rights or claims that may arise after the execution date of that this Severance AgreementAgreement is signed; (b) Employee Executive has been advised hereby that Employee should of his right to consult with an attorney prior to executing signing this Severance Agreement; (c) Employee Executive has twenty-one (21) days to consider this Severance Agreement (although Employee Executive may choose to waive that period and voluntarily execute sign this Severance Agreement earlier andearlier), if Employee doesand Executive acknowledges that any modification, Employee will sign material or otherwise, made to this Agreement does not restart or extend in any manner the Consideration Period waiver below)21-day consideration period; (d) Employee Executive has seven (7) days following Employee’s execution of the date he signs this Severance Agreement to revoke the Severance Agreement ADEA Waiver (by delivering written notice of revocation to the Company’s Legal Department, Attention: Xxxx Xxxxxxxx and such notice must be received in writing and actually delivered to [_____] at ChannelAdvisorby Xx. Xxxxxxxx by midnight on the seventh day following the date on which Executive signed this Agreement); and (e) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after the date that this Severance Agreement is executed signed by Employee (the “Effective Date”)Executive, provided that Executive does not revoke it.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement the preceding paragraph hereof is in addition to anything of value to which Employee was you are already entitled. You further acknowledge that you have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s your waiver and release do not apply to any rights or claims that may arise after the execution date of that you sign this Severance Agreement; (b) Employee has been advised hereby that Employee should you have the right to consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (c) Employee twentyyou have forty-one five (2145) days to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing and actually delivered by providing written notice of your revocation to [_____] at ChannelAdvisorthe Company’s Chief Executive Officer; and (e) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after the date that this Severance Agreement is executed signed by Employee you (the “Effective Date”). You hereby acknowledge that with this Agreement, the Company has provided you with an ADEA Disclosure Notice Under Title 29 U.S. Code Section 626(f)(1)(H) which is attached hereto as Exhibit E. Additionally, since you asked for, and received, material changes in this Agreement in your favor, you agree to waive the additional time for considering this offer to which you would otherwise be entitled. Thus, you agree that the required forty-five (45) day consideration period for this Agreement will be deemed to have started on January 29, 2004.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (c) Employee twenty-one (21) you have 21 days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement ADEA Waiver (in writing and actually delivered a written revocation sent to [_____] at ChannelAdvisorme); and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after you sign this Severance Agreement Agreement; provided, however, that notwithstanding any other provision of this Agreement, in the event you revoke the ADEA Waiver during such 7 day period, the Consulting Period shall thereupon terminate immediately, the Company will pay you only the compensation earned hereunder and expenses incurred through and including the effective date of such termination and the Company shall thereafter have no further obligations to you under this Agreement. Nevertheless, your general release of claims, except for the ADEA Waiver, is executed by Employee (the “Effective Date”)effective immediately and not revocable.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (c) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing and actually delivered ADEA Waiver, with such revocation to [_____] at ChannelAdvisorbe effective only if you deliver written notice of revocation to the Company within the seven (7) day period; and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee (the “Effective Date”). Nevertheless, your general release of claims, except for the ADEA Waiver, is effective immediately, and not revocable.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (c) Employee twentyyou have forty-one five (2145) days to consider this Severance Agreement Agreement, unless an extension is otherwise agreed to in writing by the Company (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign it sooner or any time prior to the Consideration Period waiver belowdate listed on the signature page); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement ADEA Waiver (in writing and actually delivered a written revocation sent to [_____] at ChannelAdvisorme); and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee (the “Effective Date”).. You will not receive any of the benefits provided by this Agreement unless and until it becomes effective. The parties agree that changes to the Agreement, whether material or not, do not restart the running of the forty-five (45) day consideration period noted in clause (c) above. You hereby further acknowledge that the Company has provided you with ADEA disclosure information (under 29 U.S.C. § 626(f)(1)(H)), attached hereto as Exhibit B.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges In exchange for the consideration under this Separation Agreement to which you would not otherwise be entitled, you hereby acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver and release you have given in this Severance Separation Agreement is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s your waiver and release do not apply to any rights or claims that may arise after the execution date of you sign this Severance Separation Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance AgreementSeparation Agreement (although you may voluntarily decide not to do so); (c) Employee you have twenty-one (21) days to consider this Severance Separation Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Separation Agreement to revoke this Separation Agreement (in a written revocation received by the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorCompany’s Chief Executive Officer); and (e) this Severance Separation Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after you sign this Severance Separation Agreement is executed by Employee (the “Effective Date”). 11.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You agree that Employee is you are voluntarily executing this Release. You acknowledge that you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges ADEA and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (aA) Employee’s your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the execution date of you sign this Severance AgreementRelease; (bB) Employee has you have been advised hereby that Employee should to consult with an attorney prior to executing signing this Severance AgreementRelease; (cC) Employee twenty-one if part of a group termination, you have received a disclosure from the Company that includes a description of the class, unit or group of individuals covered by this employment termination program, the eligibility factors for such program, and any time limits applicable to such program and a list of job titles and ages of all employees selected for this group termination and ages of those individuals in the same job classification or organizational unit who were not selected for termination (21“Disclosures”); (D) you have 21 days from the date that you receive this Release to consider this Severance Agreement Release (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit any time on or after your Separation Date); (dE) Employee has you have seven (7) days following Employee’s execution of after you sign this Severance Agreement Release to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorit (“Revocation Period”); and (eF) this Severance Agreement shall Release will not be effective until you have returned it to Yahoo! (instructions below) and the date upon which the revocation period Revocation Period has expired unexercised, which shall be the eighth day after this Severance Agreement is executed by Employee (the “Effective Date”).. Do not sign this Release prior to the Separation Date. If this Release is acceptable to you, please: sign below on or after the Separation Date and return the original to Mini Khroad at [Contact] or Yahoo!, 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 by December 21, 2012. AGREED AND VOLUNTARILY EXECUTED: /s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx October 26, 2012 Date

ADEA Waiver. [Applicable only if over 40] Employee Farrxx xxxther acknowledges that Employee is Farrxx xx knowingly and voluntarily waiving and releasing any rights Employee may Farrxx xxx have under the Age Discrimination in Employment Act of 1967 ("ADEA, as amended"). Employee also Farrxx xxxo acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement the preceding paragraphs hereof is in addition to anything of value to which Employee was Farrxx xxx already entitled. If Farrxx xx forty (40) years of age or older when this release is signed, and (ii) Farrxx xxxeby provides the further acknowledgment that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been Farrxx xx advised by this writing writing, as required by the Older Workers Benefit Protection Act, that: (a) Employee’s waiver Farrxx'x xxxver and release do not apply to any rights or claims that may arise after the execution date Effective Date of this Severance Agreement; (b) Employee has been advised hereby that Employee should Farrxx xxx the right to consult with an attorney prior to executing this Severance AgreementAgreement (although Farrxx xxx voluntarily choose not to do so); (c) Employee twentyFarrxx xxx have at least forty-one five (2145) days to consider this Severance Agreement (although Employee may choose to voluntarily Farrxx xxx by Farrxx'x xxx choice execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); (d) Employee has Farrxx xxx have seven (7) days following Employee’s the execution of this Severance Agreement to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorthis Agreement; and (e) this Severance Agreement shall not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall be therefore making the effective date the eighth day after this Severance Agreement is executed signed by Employee Farrxx (the “xxe "Effective Date”").

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, Age Discrimination in Employment Act of 1967 (as amended) (“ADEA Waiver”). Employee You also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing acknowledge that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been you are hereby advised hereby that Employee should to consult with an attorney prior to executing signing this Severance Agreement; (c) Employee nothing in this Agreement is intended to or shall interfere with your right to challenge the Company’s compliance with the waiver requirements of the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act or file a charge with the Equal Employment Opportunity Commission; and (d) you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose elect to voluntarily execute sign this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowsooner); (d) Employee has . You may revoke this Agreement at any time up to seven (7) calendar days following Employee’s execution your signing of the Agreement, and this Severance Agreement to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisor; and (e) this Severance Agreement shall not be become effective or enforceable until the date upon which the revocation period has expired unexercised, which shall be is at 12:00:01 a.m. on the eighth day after following your signing of this Severance Agreement is executed by Employee (the “Effective Date”). If you decide to revoke this Agreement, such revocation must be in writing to Xxxx Xxxxxxxx, General Counsel, Corsair Components, Inc. (xxxxx@xxxxxxx.xxx), and received no later than the Effective Date. If you revoke this Agreement, you shall not be entitled to receive any aspect of the Salary Continuation Payments or the Benefit Continuation.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement the preceding paragraph hereof is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s you have carefully read and fully understand the provisions of this Agreement; (b) you are, through this Agreement, releasing the Company from any and all claims you may have against it, its parent, subsidiaries, predecessors, successors, affiliates and related entities; (c) you have knowingly and voluntarily agreed to all of the terms set forth in the agreement; (d) you knowingly and voluntarily intend to be legally bound by the Agreement; (e) your waiver and release do not apply to any rights or claims that may arise after the execution date Effective Date of this Severance Agreement; (bf) Employee has you have been advised hereby are advised that Employee should you have the right to consult with an attorney prior to executing this Severance Agreement; (cg) Employee twentyyou have forty-one five (2145) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); (dh) Employee has you have seven (7) days following Employee’s the execution of this Severance Agreement to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorAgreement; and (ei) this Severance Agreement shall not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall be the eighth day after this Severance Agreement is executed by Employee you, provided that the Company has also executed this Agreement by that date (the “Effective Date”).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (c) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement ADEA Waiver (in writing and actually delivered a written revocation sent to [_____] at ChannelAdvisorme); and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after you sign this Severance Agreement Agreement; provided, however, that notwithstanding any other provision of this Agreement, in the event you revoke the ADEA Waiver during such seven (7) day period, the Consulting Period shall thereupon terminate immediately, the Company will pay you only those Consulting Fees earned and expenses incurred through and including the effective date of such termination and the Company shall thereafter have no further obligations to you under this Agreement. Nevertheless, your general release of claims, except for the ADEA Waiver, is executed by Employee (the “Effective Date”)effective immediately and not revocable.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You hereby acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges ADEA and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement the preceding paragraph is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s your waiver and release do not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may decide voluntarily not to do so); (c) Employee you had at least twenty-one (21) days from January 5, 2007 within which to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute sign this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); (d) Employee has you have seven (7) days following Employee’s execution from your signing of this Severance Agreement to revoke this Agreement (in a written notice sent to the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorChairman of the Company’s Board of Directors); and (e) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after this Severance Agreement is executed has been signed both by Employee you and by the Company (the “Effective Date”). You hereby represent and warrant that any changes made to the Company’s original severance offer were at your request and to your benefit. Accordingly, you hereby waive a new twenty-one (21) day consideration period to which you would otherwise be entitled, and expressly agree that you will have until February 14, 2007 (which is more than twenty-one (21) days from the date that you received the Company’s original severance offer) to consider this Agreement before the offer herein expires.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges Federal Age Discrimination in Employment Act (“ADEA Waiver”) and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you are already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee You further acknowledges that Employee has been advised by this writing acknowledge that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance AgreementRelease; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing this Severance AgreementRelease; (c) Employee twenty-one (21) you have [21/45]1 calendar days within which to consider this Severance Agreement Release (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowRelease earlier); (d) Employee has seven (7) you have 7 calendar days following Employee’s the execution of this Severance Agreement Release to revoke your ​ ​ 1 NTD: Review period to be determined as it depends on the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorcircumstances around the termination of employment. ​ ​ ​ ​ execution of the Release; and (e) this Severance Agreement shall the Release will not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after you sign this Severance Agreement is executed by Employee Release provided that you have not revoked it (the “Effective Date”).. You agree that any modifications, material or otherwise, made to this Release do not restart or affect in any manner the original [21/45]-day consideration period provided in this section. To revoke the Release after any execution, you must email [NAME] written notice of revocation at [EMAIL] prior to the end of the 7-day period. You acknowledge that your consent to this Release is knowing and voluntary. The offer described in this Release will be automatically withdrawn if you do not sign the Release within the [21/45]-day consideration period. ​

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (c) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing and actually delivered ADEA Waiver, with such revocation to [_____] at ChannelAdvisorbe effective only if you deliver written notice of revocation to the Company within the seven (7)-day period; and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after you sign this Severance Agreement Agreement. Nevertheless, your general release of claims, except for the ADEA Waiver, is executed by Employee (the “Effective Date”)effective immediately, and not revocable.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is knowingly and voluntarily you are waiving and releasing any rights Employee you may have under the Age Discrimination in Employment Act of 1967 "ADEA"), as amendedand that this waiver and release is knowing and voluntary. Employee also acknowledges You agree that (i) this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. You acknowledge that the consideration given to Employee in exchange for the this waiver and release in this Severance Agreement is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing this Severance Agreement; (cb) Employee you have twenty-one (21) days within which to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below)Agreement; (dc) Employee has you have seven (7) days following Employee’s your execution of this Severance Agreement to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorthis Agreement; and (ed) this Severance Agreement shall not be effective until the date upon which after the revocation period has expired unexercisedexpired; and (e) nothing in this Agreement prevents or precludes you from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA. nor does it impose any condition precedent, which shall penalties, or costs for doing so, unless specifically authorized by federal law. In the event you sign this Agreement and returns it to the Company in less than the twenty-one (21)-day period identified above, you hereby acknowledge that you have freely and voluntarily chosen to waive the time period allotted for considering this Agreement. You acknowledge and understand that revocation must be accomplished by a written notification to the eighth day after person executing this Severance Agreement on the Company's behalf that is executed by Employee (received prior to the “Effective Date”). The parties agree that changes, whether material or immaterial, do not restart the running of the twenty-one (21)-day period.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedAge Discrimination in Employment Act of 1967 (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration separation compensation given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, . You further acknowledge and (ii) agree that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date Effective Date of this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (c) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose to waive the time period allotted for considering this Agreement and voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement ADEA Waiver (in writing and actually delivered a written revocation sent to [_____] at ChannelAdvisorme); and (ef) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth (8th) day after you sign this Severance Agreement is executed by Employee (the “Effective Date”).provided that you have not otherwise exercised your right to

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You agree that Employee is knowingly you are voluntarily executing this Agreement and release. You acknowledge that you are knowingly, freely and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges ADEA and that (i) the good and valuable consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (aA) Employee’s your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (bB) Employee has you have been advised hereby that Employee should to consult with an attorney of your choosing prior to executing signing this Severance Agreement; (cC) Employee twenty-one if part of a group termination, you have received a disclosure from the Company that includes a description of the class, unit or group of individuals covered by this employment termination program, the eligibility factors for such program, and any time limits applicable to such program and a list of job titles and ages of all employees selected for this group termination and ages of those individuals in the same job classification or organizational unit who were not selected for termination (21"Disclosures"); (D) you have 21 days from the date that you receive this Agreement and the Disclosures (if applicable) to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below)Agreement; (dE) Employee has you have seven (7) calendar days following Employee’s execution of after you sign this Severance Agreement to revoke it (“Revocation Period”) by delivering notice of revocation to Xxxxx Xxxxxxx by email to xxxxxxxx@xxxxxx.xxx before the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorend of this seven-day period; and (eF) this Severance Agreement shall will not be effective until you have returned it to Xxxxx Xxxxxxx and the date upon which the revocation period Revocation Period has expired unexercised, which shall be the eighth day after this Severance Agreement is executed by Employee (the “Effective Date”).

ADEA Waiver. [Applicable only if over 40] Employee The Consultant acknowledges that Employee he is knowingly and voluntarily waiving and releasing any rights Employee he may have under the Age Discrimination in Employment Act (“ADEA, as amended”) and that this waiver and release is knowing and voluntary. Employee also The Consultant acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was he is already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee The Consultant further acknowledges that Employee he has been advised by this writing that: (ai) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee he should consult with an attorney prior to executing this Severance Agreement; (cii) Employee he has up to twenty-one (21) days from the date of this Agreement in which to consider this Severance Agreement, although he may, at your discretion, sign and return the Agreement at any earlier time, in which case he waives all rights to the balance of this twenty-one (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below)21) day review period; (diii) Employee he has seven (7) days following Employee’s his execution of this Severance Agreement to revoke this Agreement (the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisor“Revocation Period”); and (eiv) this Severance Agreement Agreement, including the ADEA waiver, shall not be effective until the date upon which Revocation Period has expired; and (v) nothing in this Agreement prevents or precludes the Consultant from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA. The Consultant acknowledges that if he has not returned the signed Agreement within the time permitted, then the offer of payments and benefits set forth herein, including but not limited to the Consultant’s engagement by the Company, will expire by their own terms at such time. The Consultant also recognizes that revocation period has expired unexercisedof this Agreement must be in writing and must be delivered to Xxxxxx Xxxxxxxx, which shall be the eighth day after this Severance Agreement is executed Xxxxxxxx Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, by Employee certified mail or courier service (the “Effective Date”signature of receipt required).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges I understand and acknowledge that Employee is knowingly and voluntarily I am waiving and releasing any rights Employee I may have under the ADEA, and that this waiver and release is knowing and voluntary. I understand and agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date (as amendeddefined below). Employee also acknowledges I understand and acknowledge that (i) the consideration given to Employee in exchange for the this waiver and release in this Severance Agreement is in addition to anything of value to which Employee I was already entitled, . I further understand and (ii) acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has I have been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee I should consult with an attorney prior to executing this Severance release; (b) I have 21 days within which to consider this release, and the parties agree that such time period to review this release shall not be extended upon any material or immaterial changes to this Agreement; (c) Employee twenty-one (21) I have 7 days following my execution of this release to consider revoke this Severance Agreement (although Employee may choose release pursuant to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver written notice to Xxxxxxx in accordance with Section 21 below); (d) Employee this release shall not be effective until after the revocation period has seven (7) days following Employee’s execution of this Severance Agreement to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorexpired; and (e) nothing in this Severance release prevents or precludes me from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event I sign this Agreement shall not be effective until and return it to the date upon which Xxxxxxx in less than the revocation 21 day period has expired unexercisedidentified above, which shall be I hereby acknowledge that I have freely and voluntarily chosen to waive the eighth day after time period allotted for considering this Severance Agreement is executed by Employee (the “Effective Date”)release.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee may you have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled. A list of the job titles and ages of all employees whose employment is being terminated pursuant to the Company’s reorganization and the job titles and ages of all employees of the Company in the same business unit whose employment is not being termination is provided in Exhibit B, and (ii) attached hereto. You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (c) Employee twentyyou have forty-one five (2145) days to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement ADEA Waiver (in writing and actually delivered a written revocation sent to [_____] at ChannelAdvisorme); and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee (the “Effective Date”).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement the preceding paragraph is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing that: (a) Employee’s your waiver and release do not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee should you may consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (c) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may voluntarily choose to voluntarily execute sign this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing and actually delivered by providing written notice of revocation to [_____] at ChannelAdvisorMyogen’s Human Resources Director; and (e) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth calendar day after the date you sign this Severance Agreement is executed by Employee (the “GR Effective Date”).. This General Release Agreement constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and Julian with regard to the subject matter hereof. Julian is not relying on any promise or representation by the Company that is not expressly stated herein. This General Release Agreement may only be modified by a writing signed by both Julian and a duly authorized officer of the Company. Julian accepts and agrees to the terms and conditions stated above. Print Name: Date: Sign Name: Date:

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges Federal Age Discrimination in Employment Act (“ADEA Waiver”) and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you are already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee You further acknowledges that Employee has been advised by this writing acknowledge that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing this Severance Agreement; (c) Employee you have twenty-one (21) calendar days within which to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); (d) Employee has you have seven (7) calendar days following Employee’s the execution of this Severance the Agreement to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorthis Agreement; and (e) this Severance the Agreement shall will not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after you sign this Severance Agreement provided that you have not revoked it. You agree that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original twenty-one (21)-day consideration period provided in this paragraph. To revoke the Agreement, you must email a written notice of revocation to the Company, Att: Xxxx Xxxxxxx at xxxxx@x-xxx.xxx or to such other person designated by the Company pursuant to notice given in accordance with this Agreement prior to the end of the seven (7)-day period. You acknowledge that your consent to this Agreement is executed by Employee knowing and voluntary. The offer of consideration will be automatically withdrawn if you do not sign the Agreement within the twenty-one (21)-day consideration period. You understand that nothing in this Agreement will preclude or prevent you from filing a claim with the “Effective Date”)U.S. Equal Employment Opportunity Commission that challenges the validity of this waiver and release solely with respect to your waiver of any claims arising under the Federal Age Discrimination in Employment Act.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges Federal Age Discrimination in Employment Act (“ADEA Waiver”) and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you are already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee You further acknowledges that Employee has been advised by this writing acknowledge that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing this Severance Agreement; (c) Employee twenty-one you have 21 calendar days from December 11, 2023 (21i.e., until January 1, 2024) days within which to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); (d) Employee has you have seven (7) calendar days following Employee’s the execution of this Severance Agreement to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorthis Agreement; and (e) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after you sign this Severance Agreement is executed by Employee provided that you have not revoked it (the “Effective Date”). You agree that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this Section 7. To revoke this Agreement, you must email a written notice of revocation to xxxxxxxxxxxx@xxxxxxxxxx.xxx with a copy to xxxxxxxxx@xxxxxxxxxx.xxx, prior to the end of the seven-day period. You acknowledge that your consent to this Agreement is knowing and voluntary.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement the preceding paragraph hereof is in addition to anything of value to which Employee was you are already entitled. You further acknowledge that you have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (ai) Employee’s your waiver and release do not apply to any rights or claims that may arise after the execution date of that you sign this Severance Agreement; (bii) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (ciii) Employee you have twenty-one (21) days from February 27, 2008 in which to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (div) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing and actually delivered by providing written notice of your revocation to [_____] at ChannelAdvisorthe Board; and (ev) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after the date that this Severance Agreement is executed signed by Employee you (the “Effective Date”). You acknowledge and agree that any changes made to the Company’s original severance offer dated February 27, 2008 were at your request and to your benefit. Accordingly, you hereby waive a new twenty-one (21) day consideration period to which you would otherwise be entitled, and expressly agree that you will have until the close of business on March 19, 2008 (which is more than twenty-one (21) days from the date that you received the Company’s original severance offer) to consider this Agreement before the offer herein expires.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEAADEA (“ADEA Waiver”), as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement Section is in addition to anything of value to which Employee was you are already entitled. You further acknowledge that you have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (ai) Employee’s your waiver and release do not apply to any rights or claims that may arise after the execution date of that you sign this Severance Agreement; (bii) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (ciii) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (div) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing and actually delivered ADEA Waiver (by providing written notice of Xxxxxxx X. Xxxxxx, M.D. May 7, 2019 your revocation to [_____] at ChannelAdvisorme); and (ev) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee (the “Effective Date”). Nevertheless, your general release of claims, except for the ADEA Waiver, is effective immediately, and not revocable.

ADEA Waiver. [Applicable only if over 40] Employee The Executive acknowledges that Employee he is knowingly and voluntarily waiving and releasing any rights Employee he may have under the Age Discrimination in Employment Act (“ADEA, as amended”) and that this waiver and release is knowing and voluntary. Employee also The Executive acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was he is already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee The Executive further acknowledges that Employee he has been advised by this writing that: (ai) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee he should consult with an attorney prior to executing this Severance Agreement; (cii) Employee he has up to twenty-one (21) days from the date of this Agreement in which to consider this Severance Agreement, although he may, at your discretion, sign and return the Agreement at any earlier time, in which case he waives all rights to the balance of this twenty-one (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below)21) day review period; (diii) Employee he has seven (7) days following Employee’s his execution of this Severance Agreement to revoke this Agreement (the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisor“Revocation Period”); and (eiv) this Severance Agreement Agreement, including the ADEA waiver, shall not be effective until the date upon which Revocation Period has expired; and (v) nothing in this Agreement prevents or precludes the Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA. The Executive acknowledges that if he has not returned the signed Agreement within the time permitted, then the offer of payments and benefits set forth herein will expire by their own terms at such time. The Executive also recognizes that revocation period has expired unexercisedof this Agreement must be in writing and must be delivered to Cxxxx Xxxxxx, which shall be the eighth day after this Severance Agreement is executed by Employee (Company’s Chairman of the “Effective Date”)Board.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges ADEA (“ADEA Waiver”) and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you are already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee You further acknowledges that Employee has been advised by this writing acknowledge that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee should the Company advises you to consult with an attorney prior to executing this Severance Agreement; (c) Employee twenty-one (21) you have a period of 21 calendar days within which to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance the Agreement earlier andbefore such 21-day period has expired, if Employee does, Employee will sign but in no event should you execute the Consideration Period waiver belowAgreement prior to the Termination Date); (d) Employee has seven (7) you have 7 calendar days following Employee’s your execution of this Severance the Agreement to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorthis Agreement; and (e) this Severance the Agreement shall will not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after you sign this Severance Agreement is executed by Employee provided that you have not revoked it (the “Effective Date”). You agree that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this paragraph. To revoke the Agreement, you must email to Human Resources a written notice of revocation at xx@xxxxxxxx.xxxxx, prior to the end of the 7-day revocat ion period. You acknowledge that your consent to this Agreement is knowing and voluntary. The severance offer will be automatically withdrawn if you do not sign the Agreement within the 21-day consideration period. 7.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement herein is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s your waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has you have been advised hereby that Employee should you have the right to consult with an attorney prior to executing this Severance AgreementAgreement (and you have obtained and considered such legal counsel as you deem necessary); (c) Employee you have up to twenty-one (21) days from the date of this Agreement to consider execute this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); (d) Employee has you have seven (7) days following Employee’s the execution of this Severance Agreement by the parties to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorAgreement; and (e) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after this Severance Agreement is executed by Employee you, provided that the Company has also executed this Agreement by that date (the “Effective Date”); and (f) by signing this Agreement, you are doing so freely, knowingly, and voluntarily. Any revocation under this Section must be submitted, in writing, to Xxxx Xxxxx, Chief Executive Officer of Oblong, Inc., at 00000 Xxxxxxx Xxxx, Xxxxx 000-000, Xxxxxxx, Xxxxxxxx 00000.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee is Executive hereby knowingly and voluntarily waiving waives and releasing releases any rights Employee Executive may have under the ADEAAge Discrimination in Employment Act, as amended. Employee also acknowledges or ADEA (the “ADEA Waiver”), and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was Executive is already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee Executive further acknowledges that Employee Executive has been advised advised, as required by this writing the ADEA, that: (a) Employee’s waiver and release do this ADEA Waiver does not apply to any rights or claims that may arise after the execution date of that this Severance AgreementAgreement is signed; (b) Employee Executive has been advised hereby that Employee should of his right to consult with an attorney prior to executing signing this Severance Agreement; (c) Employee Executive has twenty-one (21) days to consider this Severance Agreement (although Employee Executive may choose to waive that period and voluntarily execute sign this Severance Agreement earlier andearlier), if Employee doesand Executive acknowledges that any modification, Employee will sign material or otherwise, made to this Agreement does not restart or extend in any manner the Consideration Period waiver below)21-day consideration period; (d) Employee Executive has seven (7) days following Employee’s execution of the date he signs this Severance Agreement to revoke the Severance Agreement ADEA Waiver (by providing written notice of revocation to the Company’s Legal Department, Attention: Xxxxxx Xxxxxxxxx and such notice must be received in writing and actually delivered to [_____] at ChannelAdvisorby Xx. Xxxxxxxxx by 5:00 p.m. on the seventh day following the date on which Executive signed this Agreement); and (e) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after the date that this Severance Agreement is executed signed by Employee (the “Effective Date”)Executive, provided that Executive does not revoke it.