Common use of Waiver and Release Clause in Contracts

Waiver and Release. a. In consideration of the payments and benefits made pursuant to this Severance Agreement the sufficiency of which is hereby acknowledged, Employee hereby voluntarily, willingly, absolutely, unconditionally and irrevocably, fully releases and discharges ChannelAdvisor (and its officers, directors, employees, agents and representatives) of and from any and all debts, demands, actions, causes of action, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoff, demands or liability whatsoever of every name and nature, both at law and in equity including, by way of example and not limitation, rights and claims arising under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, the Equal Pay Act of 1963, as amended, the Americans with Disabilities Act, and any other applicable state and federal employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, the Employee Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims of tortious conduct which Employee or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover any claim Employee may have for breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalf.

Waiver and Release. a. In Pursuant to Section [4(c)(i)] / [4(e)(i)] of the Employment Agreement, and in consideration of the payments Post-Termination Benefits to be provided to Executive as outlined in the Employment Agreement and benefits made pursuant to this Severance Agreement the sufficiency Release as set forth herein, Executive, on behalf of which is hereby acknowledgedhimself and his heirs, Employee hereby voluntarilyexecutors, willinglyadministrators and assigns, absolutelyforever waives, unconditionally and irrevocably, fully releases and discharges ChannelAdvisor (and Employer, its officers, directors, owners, shareholders, affiliates and agents (collectively referred to herein as, the “Employer Group”), and each of its and their respective officers, directors, shareholders, members, managers, employees, agents agents, servants, accountants, attorneys, heirs, beneficiaries, successors and representatives) of and assigns (together with the Employer Group, the “Employer Released Parties”), from any and all debtsclaims, demands, causes of actions, causes fees, damages, liabilities and expenses (including attorneys’ fees) of actionany kind whatsoever, suitswhether known or unknown, promisesthat Executive has ever had or might have against the Employer Released Parties that directly or indirectly arise out of, representationsrelate to, contractsor are connected with, obligationsExecutive’s services to, claimsor employment by the Company, counterclaims, defenses, rights of setoff, demands or liability whatsoever of every name and nature, both at law and in equity including, by way of example and but not limitation, rights and limited to (i) any claims arising under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, the Equal Pay Act of 1963Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of Title 42 of the United States Code, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code, as amended, and/or any other applicable federal, state or local law (statutory, regulatory or otherwise) that may be legally waived and federal employment discrimination lawsreleased and (ii) any tort and/or contract claims, breach including any claims of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, defamation, emotional distress, tortious interference with contract, breach invasion of any ChannelAdvisor policyprivacy, practice nonphysical injury, personal injury or procedure, negligence, the Employee Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims of tortious conduct which Employee or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover any claim Employee may have for breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor sickness or any other person harm. Executive acknowledges that if the Equal Employment Opportunity Commission or entity subject any other administrative agency brings any charge or complaint on his behalf or for his benefit, this Release bars Executive from receiving, and Executive hereby waives any right to, any monetary or other individual relief related to the release granted in this Paragraphsuch a charge or complaint. Notwithstanding the foregoingThis Release, Employee is not releasing ChannelAdvisor from however, excludes (i) any claims made under state workers’ compensation or unemployment laws, and/or any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from (ii) claims with respect to the breach of any obligation undertaken in covenant (including any preexisting obligation payments under the Employment Agreement) to indemnify Employee pursuant be performed by Employer after the date of this Release, (iii) any rights to ChannelAdvisor articles indemnification or contribution or directors’ and bylaws officers’ liability insurance under the Employment Agreement, Indemnification Agreement, any operative documents of the Company or any applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues (iv) any claims on Employeeas a holder of Company equity awards under the Company’s behalfequity incentive plans or as a holder of Fund Incentives; and (v) any claims for vested benefits under any employee benefit plan (excluding any severance plan and including claims under the Consolidated Omnibus Budget Reconciliation Act of 1985) or any claims that may arise after the date Executive signs the Release.

Waiver and Release. a. In consideration of Subject in all respects to the payments Retained Rights (as such term is defined below), which shall remain with me and benefits made pursuant to are not waived, released, discharged or affected in any way by this Severance Agreement the sufficiency of which is Waiver, I and anyone claiming through me (including my agents, representatives, assigns, heirs, beneficiaries, executors and administrators) hereby acknowledged, Employee hereby voluntarily, willingly, absolutelyirrevocably, unconditionally and irrevocablyforever waive, fully releases release and discharges ChannelAdvisor (discharge Verso, its direct and indirect parents, subsidiaries and other affiliates, its and their respective predecessors, successors and assigns, and its officersand their respective former, current and future stockholders, members, partners, directors, officers, managers, employees, agents agents, representatives, attorneys and representativesinsurers (collectively, the “Releasees”) of and from any and all debts, demands, actionsclaims, causes of action, suitscharges, promisescomplaints, representations, contracts, obligations, claims, counterclaims, defenses, demands and rights of setoffany nature whatsoever, demands whether known or liability whatsoever unknown, and whether fixed or contingent, arising from, based on, or relating to my employment with Verso, the ending of every name and naturemy employment with Verso, both my status at law and in equity includingany time as a holder of any securities of any Releasee, by way any act or omission of example and not limitation, rights and claims arising under [[Applicable only if over 40] any Releasee occurring prior to or on the Age Discrimination in Employment Act date of my signature to this Waiver set forth below (the “ADEAExecution Date”) ), and any dealing, transaction or event involving any Releasee occurring prior to or on the Execution Date, including any and all such claims, causes of 1967action, as amendedcharges, complaints, demands and rights under the Civil Rights Act of 1866, the Older Worker Benefit Protection ActCivil Rights Act of 1871, ] Title VII the Fair Labor Standards Act of 1938, the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Codethe Age Discrimination in Employment Act of 1967, the Equal Pay Rehabilitation Act of 19631973, as amendedthe Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act of 1988, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities ActAct of 1990, the Family and Medical Leave Act of 1993, the Securities Act of 1933, the Securities Exchange Act of 1934, the Xxxxxxxx-Xxxxx Act of 2002, all laws of the State of Ohio relating to any subject matter covered by the foregoing laws of the United States of America (including Ohio Revised Code Section 4112), and any other applicable federal, state or local law, rule, regulation or common law, in each case as the same may be amended from time to time. This Waiver includes all wrongful termination and federal constructive discharge claims, all discrimination claims, all claims for compensation for the time worked and the services performed for Verso and each of the other Releasees, all claims (except the Retained Rights) relating to the Restrictive Covenant Agreement or any contract of employment discrimination laws(whether express or implied) with Verso or any of the other Releasees, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, all claims for the breach of any ChannelAdvisor policycovenant of good faith or fair dealing whether express or implied), practice and any tort of any nature. This Waiver is for any relief or procedureremedy, negligenceregardless of how it is denominated, the Employee Income Retirement Security Act of 1974including wages, as amendedback pay, loss of consortiumfront pay, loss of fringe reinstatement, benefits, fraudcompensatory damages, misrepresentationpunitive or exemplary damages, defamation and/or all other claims and attorneys’ fees and expenses. Notwithstanding any provision of tortious conduct which Employee this Waiver to the contrary, this Waiver does not apply to any claim or Employee’s successors in right that may not be waived under applicable law, any claim for my vested interest or assigns now have, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employmentemployee benefit plan, program or arrangement maintained by Verso or the termination thereofbenefits provided thereunder, any claim for whatever causeunemployment insurance benefits or workers’ compensation, or any claim arising from or relating to any other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover Waiver, or any claim Employee that may have for breach of arise after the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalfExecution Date.

Waiver and Release. a. (a) In consideration of the payments and benefits made pursuant to this Severance Agreement Paragraph 2(c) the sufficiency of which is hereby acknowledged, Employee hereby voluntarily, willingly, absolutely, unconditionally and irrevocably, fully releases and discharges ChannelAdvisor (and its officers, directors, employees, agents and representatives) of and from any and all debts, demands, actions, causes of action, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoff, demands or liability whatsoever of every name and nature, both at law Law and in equity Equity [[Applicable only if over 40 including, by way of example and not limitation, rights and claims arising under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amended, the Older Worker Benefit Protection Act], ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx CodeCodes, the Equal Pay Act of 1963, as amended, the Americans with Disabilities Act, and any other applicable state and federal employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, the Employee Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims of tortious conduct conduct) which Employee or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, by ChannelAdvisor or arising from or relating to any other event occurring prior to the date Employee executes this Severance Agreementhereof; provided however that this waiver and release does not cover any claim Employee may have for breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreementhereof. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraphparagraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor the articles and bylaws of ChannelAdvisor or applicable law, and Employee is . Also excluded from this Agreement are any claims which cannot waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation be waived by any such agencylaw. Employee is waiving, however, Employee’s right to any monetary or other relief if recovery should any governmental agency or entity, including without limitation such as the U.S. Equal Employment Opportunity Commission EEOC or the federal or a state department of laborDOL, pursues pursue any claims on Employee’s behalf.

Waiver and Release. a. In consideration Each of GLC and the payments Company hereby waive and benefits made pursuant to this Severance Agreement release any and all claims, counterclaims, debts, liabilities, demands, obligations, actions, and causes of action, known or unknown, vested or contingent, of every nature and kind, that either may now have or may have had against the sufficiency other, or any of which is hereby acknowledgedtheir affiliates, Employee hereby voluntarilyand their and their affiliates’ respective past, willinglypresent, absolutely, unconditionally and irrevocably, fully releases and discharges ChannelAdvisor (and its future officers, directors, shareholders, members, managers, employees, agents successors, and representatives) assigns (the “Released Parties”), that may have arisen or accrued through the date of this Agreement, and upon Closing and through the closing date thereunder, whether arising under or relating to the Prior Agreements or otherwise, and forever release and discharge the Released Parties from any and all claims, suits or causes of action they may have against any of them as of the date of this Agreement, and upon the Closing through the closing date thereunder, whether arising under or relating to the Prior Agreements or otherwise. Notwithstanding anything to the contrary in this Section 6 the releases provided above shall not apply to any rights or obligations arising out of or related to this Agreement, the Railcar Purchase Agreement or any rights and obligations set forth in the Prior Agreements that by their terms survive the expiration or termination of the Prior Agreements as more fully described in Section 1 above. Each of XX Xxxx-Greenbrier Rail Holdings I LLC (“Holdings”) and the Company hereby waive and release any and all claims, counterclaims, debts, liabilities, demands, obligations, actions, and causes of action, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoff, demands or liability whatsoever of every name and nature, both at law and in equity including, by way of example and not limitation, rights and claims arising under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, the Equal Pay Act of 1963, as amended, the Americans with Disabilities Act, and any other applicable state and federal employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, the Employee Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims of tortious conduct which Employee or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected vested or unsuspectedcontingent, of every nature and kind, that either may now have or may have had against ChannelAdvisor the Lease Fleet, that may have arisen or accrued through the date of this Agreement, and upon Closing and through the closing date thereunder, whether arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from under or relating to any other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver Subordinated Loan Agreement dated April 27, 2010 between Rail I and release does not cover any claim Employee may have for breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s nameHoldings, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalfotherwise.

Waiver and Release. a. In consideration On behalf of the payments Employee and benefits made pursuant to this Severance Agreement the sufficiency of which is hereby acknowledgedEmployee’s marital community, if any, heirs, executors, administrators, and assigns, Employee hereby voluntarilyexpressly waives, willinglyreleases, absolutelyand acknowledges satisfaction of all claims of any kind against the Company, unconditionally Neurogene and irrevocablyeach of their present, fully releases former, and discharges ChannelAdvisor (future Affiliates, related entities, predecessors, successors, and its assigns, and all of their present, former, and future officers, directors, stockholders, partners, members, employees, agents agents, representatives, and representatives) of attorneys, in their individual and from representative capacities (collectively the “Released Parties”). Except as stated below, this waiver and release is comprehensive and includes any and all debts, demandsrights, actions, claims (including claims to attorneys’ fees), causes of action, suitsdisputes, promisesdamages, representationsexpenses or costs, contractswhether known or unknown, obligationsbased upon acts or omissions occurring or that could be alleged to have occurred at or before Employee’s execution of this Agreement (“Released Claims”). Released Claims include, claimswithout limitation, counterclaimsall claims for wages, defensescompensation, rights including claims for separation benefits, acceleration or other compensation under the Employment Agreement, stock, restricted stock units or stock options. employee benefits, and damages of setoffany kind whatsoever arising out of any: contract, demands express or liability whatsoever implied; tort; covenant of every name good faith and naturefair dealing; estoppel or misrepresentation; defamation; discrimination; harassment; retaliation; wrongful termination or any legal restriction on the Company’s right to terminate Employee’s employment; any federal, both at law and in equity state, local, or other governmental statute, ordinance, or regulation, including, by way of example without limitation and not limitationas amended from time to time, rights and claims arising under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amended), the Older Worker Worker’s Benefit Protection ActAct of 1990 (“OWBPA”), ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, the Equal Pay Act of 1963, as amended, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 (“ERISA”), the Family and Medical Leave Act, the Fair Credit Reporting Act, the Occupational Safety and Health Act (“OSHA”), the Washington Law Against Discrimination, and any other applicable state and federal legal limitation on the employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, the Employee Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims of tortious conduct which Employee or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising relationship. Excluded from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover any claim Employee may have are claims that arise after this Agreement is executed, claims of vested rights under XXXXX, unemployment compensation claims, workers’ compensation claims, claims challenging the validity of this Agreement under the ADEA, claims for breach of the terms or enforcement of this Severance Agreement by ChannelAdvisor Agreement, and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims claim that canmay not be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalflawfully released under this Agreement.

Waiver and Release. a. In consideration of For good and valuable consideration, the payments receipt and benefits made pursuant to this Severance Agreement the sufficiency of which is hereby acknowledgedacknowledged by the Employee, including the payments to the Employee as described in Section 3, Employee hereby voluntarilyagrees that his separation of employment from the Company was not due in any way to age or any other type of discrimination or any wrongful act of the Company, willinglyand Employee and his Releasors, absolutelyas hereinafter defined, unconditionally do hereby voluntarily and irrevocablyfully release and forever discharge the Company, fully releases Middleton, Sunair, any Affiliated Companies, together with their respective past and discharges ChannelAdvisor (and its current predecessors, successors, shareholders, officers, directors, employees, agents attorneys, trustees, insurers, representatives, contractors, representatives, related organizations, affiliates and representatives) of subsidiaries (collectively, the “Released Parties”), jointly and individually, from any and all debtsclaims, demands, actionsdebts, causes of action, suitsclaims for relief, promisesand damages, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoff, demands whatever kind or liability whatsoever of every name and nature, both at law and in equity known or unknown, developed or undeveloped, which Employee had, now has or may hereinafter have from the beginning of the world to the date hereof, including, by way of example and not without limitation, all claims and all rights and claims arising which the Employee may have under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, ; the Equal Pay Employment Opportunity Act of 1963, as amended, 1972; the Civil Rights Act of 1991; the Age Discrimination and Employment Act of 1967; the Employee Retirement Security Act 42 U.S.C. ss. 1981; the Older Workers’ Benefit Protection Act; the Americans with Disabilities Act, ; the Family Medical Leave Act of 1993; the Equal Pay Act; the Fair Labor Standards Act; and any other applicable state and federal employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, the Employee Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims federal and state statutes which regulate employment; and the laws of tortious conduct which Employee or Employee’s successors in interest or assigns now havecontracts, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any tort and other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover any claim Employee may have for breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalfsubjects.

Waiver and Release. a. In consideration exchange for the Separation Payments, Executive, on behalf of himself, his heirs, beneficiaries, executors, administrators, representatives, assigns, and agents hereby fully releases, acquits, and forever discharges the payments Company, its past, present, and benefits made pursuant to this Severance Agreement the sufficiency of which is hereby acknowledgedfuture predecessors, Employee hereby voluntarilysuccessors, willinglyparent companies, absolutelysubsidiary companies, unconditionally and irrevocablyaffiliated entities, fully releases and discharges ChannelAdvisor (related entities, operating entities, and its and their past, present, and future officers, directors, shareholders, members, investors, partners, employees, agents agents, attorneys, insurers, reinsurers, and representativesall of its and their past, present, and future compensation and employee benefits plans (including trustees, fiduciaries, administrators, and insurers of those plans) (collectively, the “Released Parties”) from any and all causes of action, lawsuits, proceedings, complaints, charges, debts, contracts, judgments, damages, claims, attorney’s fees, costs, expenses, and compensation whatsoever, of whatever kind or nature, in law, or equity or otherwise, whether known or unknown, vested or contingent, suspected or unsuspected, that Executive may now have, has ever had, or hereafter may have relating directly or indirectly to his employment with the Company, the termination of his employment with the Company, the benefits or attributes of his employment with the Company, and/or any other act, omission, event, occurrence, or non-occurrence involving the Company or any of the Released Parties. Executive also releases all of the Released Parties of and from any and all debtsclaims Executive has or may have that arose prior to the date Executive signs this Agreement, demandsarising from any violation or alleged violations of federal, actionsstate or local human rights, causes fair employment practices and/or other laws by any of action, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoff, demands or liability whatsoever of every name and nature, both at law and in equity the Released Parties for any reason under any legal theory including, by way of example and but not limitationlimited to, rights and claims arising under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) ); the Americans With Disabilities Act of 1967, as amended, 1990 (“ADA”); the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (“Xxxx-Xxxxx”); the Employee Retirement Income Security Act of 1974 (“ERISA”); the Equal Pay Act (“EPA”); the Fair Labor Standards Act (“FLSA”); the Fair Credit Reporting Act (“FCRA”); the Family and Medical Leave Act (“FMLA”); the Genetic Information Nondiscrimination Act (“XXXX”); the Immigration Reform and Control Act (“IRCA”); the Xxxxx Xxxxxxxxx Fair Pay Act; the National Labor Relations Act (“NLRA”); the Labor Management Relations Act (“LMRA”); the Occupational Safety and Health Act (“OSHA”); the Older Worker Workers Benefit Protection Act, ] Act (“OWBPA”); the Rehabilitation Act of 1973; the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”); the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”); Sections 1981 through 1988 of Title 42 of the United States Code; Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, ; the Equal Pay Civil Rights Act of 19631991; the Worker Adjustment and Retraining Notification Act (“WARN”), as amendedand/or all other federal, the Americans with Disabilities Actstate, and any other applicable state and federal employment discrimination or local laws, statutes ordinances, constitutions rules, orders or regulations, all as they may be amended. Executive also forever waives, releases, discharges and gives up all claims, real or perceived and now known or unknown, for breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses implied or benefits, wrongful discharge, interference with express contract, breach of any ChannelAdvisor promise, breach of the covenant of good faith and fair dealing, wrongful or retaliatory discharge, discrimination, harassment, promissory estoppel, assault, battery, false imprisonment, defamation, libel, slander, intentional and negligent infliction of emotional distress, duress, fraudulent and negligent misrepresentation, defamation, violation of public policy, practice or procedure, negligence, the Employee Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or and all other claims of tortious conduct which Employee or Employee’s successors in interest torts arising under any federal, state or assigns now havelocal law, ever have hadregulation, constitution, ordinance or judicial decision; and any claim concerning wages, benefits, severance payments, bonus payments, payments pursuant to any agreement with the Company, stock, stock options, or can, shall stock option agreement. Executive also agrees to waive any right he has to pursue any claim or may have, as grievance through any internal channel of the date hereof, whether known Company and/or its affiliates. Executive understands and agrees that his waivers include both claims that he knows about and those he may not know about which have arisen on or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to before the date Employee executes on which he signs this Severance Agreement; provided however that . Executive further agrees to waive all rights under Section 1542 of the Civil Code of the State of California, up to and including the date he signs this waiver and agreement. Section 1542 provides as follows: “A general release does not cover any claim Employee may extend to claims which a creditor does not know of or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have for breach of materially affected his or her settlement with the terms debtor.” Executive further agrees and represents that he has had an opportunity to consult with an attorney over the meaning and significance of this Severance Agreement by ChannelAdvisor Civil Code §1542 waiver and does not effect Employee’s right that he knowingly and ability to enforce the terms of voluntarily waives his rights under this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalfstatute.

Waiver and Release. a. In consideration of the payments made to the Executive as provided for in Section 3 above, and benefits made pursuant to this Severance Agreement for other good and valuable consideration, the sufficiency of which is Executive hereby acknowledgedWAIVES, Employee hereby voluntarilyRELEASES and FOREVER DISCHARGES City National Bank, willinglyCNB, absolutelyNBT and NBT Bank, unconditionally and irrevocablytheir past, fully releases present and discharges ChannelAdvisor (and its officersfuture parents, subsidiaries, affiliates, predecessors, successors, assigns, stockholders, directors, employeesofficers, agents agents, representatives and representativesemployees whether as individuals or in their official capacity, and the respective heirs and personal representatives of any of them (the "Releasees") of and from from, any and all debtsclaims, demands, actions, causes of action, suitsagreements, promises, representationsliabilities, contracts, obligations, claims, counterclaims, defenses, rights of setoffrights, demands and causes of action of any kind whatsoever, in law or liability equity, whether known or unknown, suspected or unsuspected, fixed or contingent, apparent or concealed which the Executive, his heirs, executors, administrators, successors or assigns ever had or now have against the Releasees for, upon, or by reason of any matter, cause or thing whatsoever relating to or arising out of every name (i) the Change in Control Agreement, (ii) the SERP or (iii) the Executive's employment with City National Bank and natureCNB prior to the Closing of the Merger Agreement, both at law and in equity which arise under common law, implied contract, tort, public policy or statute, including, by way of example and not without limitation, any and all claims and rights and claims arising under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, the Equal Pay Act of 1963, as amended, the Americans with Disabilities Act, and any other applicable state and federal employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, the Employee Retirement Income Retirement Security Act of 1974, as amended, loss the Equal Pay Act, the Americans with Disabilities Act of consortium1990, loss the Rehabilitation Act of fringe benefits1973, fraudthe Family and Medical Leave Act of 1993, misrepresentationthe Worker Adjustment and Retraining Notification Act ("WARN"), defamation and/or and all other claims of tortious conduct which Employee federal, state and local constitutions, laws, statutes, decisions, orders, policies or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from regulations establishing or relating to claims or rights of employees, including, but not limited to, any other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover any claim Employee may have for all claims alleging breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims an express or actions pending in Employee’s nameimplied, or on behalf oral or written, contract, policy manual or employee handbook or alleging misrepresentation, defamation, interference with contract, intentional or negligent infliction of emotional distress, negligence or wrongful discharge, and any and all claims alleging interference with the attainment of any rights under any insurance, pension, profit sharing or other person employee benefit plan or entityprogram, against ChannelAdvisor or any other person or entity subject to except for rights and benefits set forth in Sections "3(b)-(h)" herein. To the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived fullest extent permitted by law, Employee the Executive PROMISES NOT TO SUE or bring any charges, complaints or lawsuits related to the cxxxms the Executive is not releasing ChannelAdvisor from any obligation undertaken waiving by this Agreement and Release against the Releasees in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws the future, individually or applicable lawas a member of a class, and Employee is not waiving Employee’s right to make any claim, charge or complaint the Executive will immediately withdraw with any governmental agency or participate in an investigation by prejudice any such agency. Employee is waivingcharges, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation complaints and lawsuits that the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalfExecutive began before signing this Agreement and Release.

Waiver and Release. a. (a) In consideration of the payments and benefits made pursuant to this Severance Agreement Paragraph 2(c) the sufficiency of which is hereby acknowledged, Employee hereby voluntarily, willingly, absolutely, unconditionally and irrevocably, fully releases and discharges ChannelAdvisor (and its officers, directors, employees, agents and representatives) of and from any and all debts, demands, actions, causes of action, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoff, demands or liability whatsoever of every name and nature, both at law Law and in equity Equity including, by way of example and not limitation, rights and claims arising under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx CodeCodes, the Equal Pay Act of 1963, as amended, the Americans with Disabilities Act, and any other applicable state and federal employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, the Employee Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims of tortious conduct conduct) which Employee or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, by ChannelAdvisor or arising from or relating to any other event occurring prior to the date Employee executes this Severance Agreementhereof; provided however that this waiver and release does not cover any claim Employee may have for breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreementhereof. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraphparagraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor the articles and bylaws of ChannelAdvisor or applicable law, and Employee is . Also excluded from this Agreement are any claims which cannot waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation be waived by any such agencylaw. Employee is waiving, however, Employee’s right to any monetary or other relief if recovery should any governmental agency or entity, including without limitation such as the U.S. Equal Employment Opportunity Commission EEOC or the federal or a state department of laborDOL, pursues pursue any claims on Employee’s behalf.

Waiver and Release. a. In consideration Each of the payments Credit Parties hereby represents and benefits made pursuant warrants to this Severance Agreement the sufficiency Lender that none of which is hereby acknowledgedthem have any defenses, Employee hereby voluntarily, willingly, absolutely, unconditionally and irrevocably, fully releases and discharges ChannelAdvisor (and its officers, directors, employees, agents and representatives) of and from any and all debts, demands, actions, causes of action, suits, promises, representations, contracts, obligationssetoffs, claims, counterclaims, cross-actions, equities, or any other Claims in favor of the Credit Parties, to or against the enforcement of any of the Loan Documents, and to the extent any of the Credit Parties have any such defenses, rights setoffs, claims, counterclaims, cross-actions, equities, or other Claims against Lender and/or against the enforceability of setoff, demands or liability whatsoever any of every name and nature, both at law and in equity including, by way of example and not limitation, rights and claims arising under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amendedLoan Documents, the Older Worker Benefit Protection ActCredit Parties each acknowledge and agree that same are hereby fully and unconditionally waived by the Credit Parties. In addition to the foregoing full and unconditional waiver, ] Title VII each of the Civil Rights Act of 1964Credit Parties does hereby release, as amendedwaive, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, the Equal Pay Act of 1963, as amended, the Americans with Disabilities Act, and any other applicable state and federal employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contractcovenant not to xxx, breach of any ChannelAdvisor policyacquit, practice or procedure, negligence, the Employee Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims of tortious conduct which Employee or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, as satisfy and forever discharges each of the date hereofLender Indemnitees and their respective successors and assigns, from any and all Claims whatsoever, in law or in equity, whether known or unknown, whether suspected or unsuspected, whether fixed or contingent, which the Credit Parties ever had, now have, or which any successor or assign of the Credit Parties hereafter can, shall, or may have against ChannelAdvisor arising any of the Lender Indemnitees or their successors and assigns, for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world through and including the date hereof, including, without limitation, any matter, cause, or thing related to the Credit Agreement, this Agreement, the First Replacement Notes, the Second Replacement Note or any other Loan Documents (collectively, the “Released Claims”). Without in any manner related limiting the generality of the foregoing waiver and release, Credit Parties hereby agree and acknowledge that the Released Claims specifically include: (i) any and all Claims regarding or relating to Employee’s employmentthe enforceability of the Loan Documents as against any of the Credit Parties; (ii) any and all Claims regarding, relating to, or otherwise challenging the termination thereofgoverning law provisions of the Loan Documents; (iii) any and all Claims regarding or relating to the amount of principal, for whatever causeinterest, fees or arising other Obligations due from any of the Credit Parties to the Lender under any of the Loan Documents; (iv) any and all Claims regarding or relating to Lender’s conduct or Lender’s failure to perform any of Lender’s covenants or obligations under any of the Loan Documents; (v) any and all Claims regarding or relating to any delivery or failure to deliver any notices by Lender to Credit Parties; (vi) any and all Claims regarding or relating to any failure by Lender to fund any advances or other event occurring prior amounts under any of the Loan Documents; (vii) any and all Claims regarding or relating to any advisory services (or the date Employee executes lack thereof) provided by Lender to any of the Credit Parties for which any advisory fees may be due and owing and included within the Obligations; and (viii) any and all Claims based on grounds of public policy, unconscionability, or implied covenants of fair dealing and good faith. The Credit Parties further expressly agree that the foregoing release and waiver agreement is intended to be as broad and inclusive as permitted by the laws governing the Loan Documents, and the Released Claims include all Claims that the Credit Parties do not know or suspect to exist, whether through ignorance, oversight, error, negligence, or otherwise, and which, if known, would materially affect their decision to enter into this Severance Agreement; provided however that this . The foregoing waiver and release does not cover any claim Employee may have agreements by the Credit Parties are a material inducement for breach Lender to enter into this Agreement, and Lender’s agreement to enter into this Agreement is separate and material consideration to the Credit Parties for the waiver and release agreements contained herein, the receipt and sufficiency of such consideration hereby acknowledged by Credit Parties. In addition, each of the Credit Parties agrees and acknowledges that it has had an opportunity to negotiate the terms and provisions of this Severance Agreement, including the foregoing waiver and release agreements, with and through their own competent counsel, and that each of the Credit Parties have sufficient leverage and economic bargaining power, and have used such leverage and economic bargaining power, to fairly and fully negotiate this Agreement, including the waiver and release agreements herein, in a manner that is acceptable to the Credit Parties. The foregoing waiver and release agreements shall survive the termination of the Credit Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to of the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable lawLoan Documents, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation repayment of the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalfObligations.

Waiver and Release. a. In consideration of For good and valuable consideration, the payments receipt and benefits made pursuant to this Severance Agreement the sufficiency of which is acknowledged by Xxxxxx, including the payments to Xxxxxx as described herein, Xxxxxx hereby acknowledgedagrees that his execution and delivery of this Agreement was not due in any way to age or any other type of discrimination or any wrongful act of the Company, Employee and Xxxxxx and his Releasors, as hereinafter defined, do hereby voluntarilyvoluntarily and fully release and forever discharge the Company and any Affiliated Companies, willinglytogether with their respective past and current predecessors, absolutelysuccessors, unconditionally and irrevocablyshareholders, fully releases and discharges ChannelAdvisor (and its officers, directors, employees, agents attorneys, trustees, insurers, representatives, contractors, representatives, related organizations, affiliates and representatives) of subsidiaries (collectively, the "Released Parties"), jointly and individually, from any and all debtsclaims, demands, actionsdebts, causes of action, suitsclaims for relief, promisesand damages, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoff, demands whatever kind or liability whatsoever of every name and nature, both at law and in equity known or unknown, developed or undeveloped, which Xxxxxx had, now has or may hereinafter have from the beginning of the world to the date hereof, including, by way of example and not without limitation, all claims and all rights and claims arising which Xxxxxx may have under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, ; the Equal Pay Employment Opportunity Act of 1963, as amended, 1972; the Civil Rights Act of 1991; the Age Discrimination and Employment Act of 1967; Xxxxxx Retirement Security Act 42 U.S.C. ss. 1981; the Older Workers' Benefit Protection Act; the Americans with Disabilities Act, ; the Family Medical Leave Act of 1993; the Equal Pay Act; the Fair Labor Standards Act; and any other applicable state and federal employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, the Employee Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims federal and state statutes which regulate employment; and the laws of tortious conduct which Employee or Employee’s successors in interest or assigns now havecontracts, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any tort and other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover any claim Employee may have for breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalfsubjects.

Waiver and Release. a. In consideration of Except for the payments specific covenants elsewhere in this Agreement, and benefits made pursuant to this Severance Agreement the sufficiency of which is extent consistent with law, Cardiff Lexington Corporation and JM Enterprise 1, Inc. (dba – Key Tax, their Employees, for Employees, Employees’ spouse, children, heirs, executors, administrators, successors and assigns (hereinafter “Releasors”), to the extent consistent with law, hereby acknowledgedfully and forever release, Employee hereby voluntarilyacquit, willingly, absolutely, unconditionally discharge and irrevocably, fully releases and discharges ChannelAdvisor (promises not to xxx each other and its past, present and future parent and/or subsidiary entities, divisions, affiliates and any past, present or future partners, owners, joint venturers, stockholders, predecessors, successors, officers, directors, administrators, employees, agents agents, representatives, attorneys, heirs, executors, assigns, retirement plans and/or their trustees and representatives) any other person, firm or corporation with whom any of and from them is now or may hereafter be affiliated (hereinafter “Releasees”), over any and all debtsclaims, demands, actionsobligations, losses, causes of action, suitscosts, promisesexpenses, representationsattorney’s fees, contractsliabilities and indemnities of any nature whatsoever, obligationswhether negligent or intentional, claimswhether now known or unknown, counterclaimsdiscovered now or in the future, defenseswhether based on race, rights age, disability, national origin, gender, sexual orientation, marital status, veteran status, protected activity, compensation and benefits from employment, including stock, stock options, stock option agreements and retirement plans, whether based on contract (including but not limited to the Employment Agreement), tort, defamation, statute or other legal or equitable theory of setoffrecovery, demands whether mature or liability whatsoever to mature in the future, which from the beginning of every name time of the world to the Effective Date. Without limiting the foregoing, this Agreement applies to any and natureall matters that have been or which could have been asserted in a lawsuit in any state or federal court, both at law and in equity up to the date of this Agreement, specifically including, but not by way of example and not limitation, rights and claims arising under [[Applicable only if over 40] the Age Discrimination in Employment Act (Equal Pay Act, the “ADEA”) of 1967National Labor Relations Act, as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Codethe Post-Civil War Reconstruction Acts, as amended (42 U.S.C. §§ 1981-1988), the Equal Pay Age Discrimination in Employment Act of 19631967, as amended, the Americans with Disabilities ActAct of 1990, and any other applicable state and federal employment discrimination lawsthe Rehabilitation Act of 1973, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligenceas amended, the Employee Retirement Income Retirement Security Act of 1974, as amended, loss the Civil Rights Act of consortium1991, loss the Pregnancy Discrimination Act, any other federal statute, any state civil rights act, any state statutory wage claim such as those contained in Chapter 608 of fringe benefitsthe Nevada Revised Statutes, fraudany other statutory claim, misrepresentationany claim of wrongful discharge, defamation and/or all other claims of tortious conduct which Employee any claim in tort or Employee’s successors in interest or assigns now havecontract, ever have hadany claim seeking declaratory, injunctive, or canequitable relief, shall or may have, as any other claim of any type whatsoever arising out of the date hereofcommon law of any state. Notwithstanding the above, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover apply to any claim Employee may have for breach rights, obligations or claims governed by Chapter 612 of the terms of this Severance Agreement by ChannelAdvisor and Nevada Revised Statutes. This release also does not effect Employeelimit either party’s right and ability right, where applicable, to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, file an administrative charge or complaint with any governmental agency or participate in an investigation by investigative proceeding of any such federal, state or local governmental agency. Employee is waiving, however, Employee’s right but does operate as a waiver of any personal recovery if related to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalf.released herein

Waiver and Release. a. In consideration This Agreement constitutes a full and complete satisfaction of any claims Shexxxxxx xxy have against the payments Company by reason of his former employment with the Company, his Chairmanship, Directorship, or any position or affiliation he has had with the Company or any of its affiliates. Shexxxxxx xxreby releases, acquits, and benefits made pursuant to this Severance Agreement forever discharges the sufficiency of which is hereby acknowledgedCompany, Employee hereby voluntarilyits successors, willinglyassigns, absolutelyinsurers, unconditionally and irrevocablyattorneys, fully releases and discharges ChannelAdvisor (and its representatives, officers, directors, agents, employees, agents subsidiaries and representatives) of parent and affiliated corporations from any and all debtsclaims, potential claims, demands, suits, complaints, liabilities, obligations, promises, agreements, actions, causes of action, suitsrights, promisesdamages, representationscosts, contractslosses, obligationsdebts, claimscharges, counterclaimsexpenses or other liability, defensesknown or unknown, fixed or contingent, liquidated or unliquidated, and waives and releases any and all rights of setoffany kind and description, demands known or liability whatsoever unknown, that he has or may have had against the Company as of every name the date of this Agreement. This waiver and naturerelease includes, both at law but is not limited to, all claims and in equity including, by way causes of example and not limitation, rights and claims arising action under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, ; the Equal Pay Civil Rights Act of 19631991; the Age Discrimination in Employment Act of 1967, as amended, ; the Civil Rights Act of 1866; the Texas Commission on Human Rights Act; the Texas Payday Act; the Americans with Disabilities Act, and any other applicable state and federal employment discrimination laws, breach ; the Older Workers Benefit Protection Act of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, 1990; the Employee Retirement Income Retirement Security Act of 1974, as amended; the Worker Adjustment and Retraining Notification Act; the Family Medical Leave Act; the Fair Labor Standards Act; all state and federal statutes and regulations; all oral or written contract rights, loss including all rights under common law such as breach of consortiumcontract, loss tort or personal injury of fringe benefits, fraud, misrepresentation, defamation any sort. It is agreed that Shexxxxxx xx not waving or releasing any rights and/or all other claims of tortious conduct which Employee or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to the date Employee executes this Severance Agreement; provided however coverages that this waiver and release does not cover any claim Employee he may have for breach had from the Company as a result of his employment by or Directorship with the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalfCompany.

Waiver and Release. a. In consideration (a) The Executive, on behalf of the payments himself and benefits made pursuant to this Severance Agreement the sufficiency of which is hereby acknowledgedhis successors, Employee hereby assigns, executors and administrators, voluntarily, willingly, absolutely, unconditionally knowingly and irrevocably, fully willingly releases and forever discharges ChannelAdvisor (the Company, together with its past and its present parents, subsidiaries, and affiliates, together with each of their officers, directors, stockholders, partners, employees, agents agents, representatives, attorneys and representativesadvisors and each of their subsidiaries, affiliates, estates, predecessors, successors, and assigns (collectively, the "Releasees") of and from any and all debtsrights, demandsclaims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, agreements, promises, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoffdamages, demands or liability whatsoever liabilities of every name and naturekind whatsoever, both at in law and or in equity equity, whether known or unknown, suspected or unsuspected (collectively, "Claims") which the Executive or the Executive's executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the Effective Date under any federal, state or local statute, constitution, law or regulation, including, by way of example and not without limitation, rights and claims arising under [[Applicable only if over 40] the Age Discrimination in Employment Americans with Disabilities Act (the “ADEA”) of 1967, as amended1990, the Older Worker Benefit Protection Fair Labor Standards Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, the Equal Pay Act of 1963, as amended, the Americans with Disabilities Act, and any other applicable state and federal employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, the Employee Retirement Income Retirement Security Act of 1974, as amendedthe Sxxxxxxx-Xxxxx Act of 2002, loss the Worker Adjustment and Retraining Notification Act, the Rehabilitation Act of consortium1973, loss Executive Order 11246, the Family and Medical Leave Act of fringe benefits1993, fraudthe Genetic Information Nondiscrimination Act, misrepresentationthe North Carolina Retaliatory Employment Discrimination Act, defamation and/or all other claims North Carolina Equal Employment Practices Act, the North Carolina Persons With Disabilities Protection Act and the North Carolina Wage and Hour Act; (ii) relating to the Executive's hiring, employment or cessation of tortious conduct which Employee employment with the Company or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may haveany of the Releasees, as of well as the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor circumstances thereof; and/or (iii) arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from under or relating to any other event occurring prior to policy, agreement, understanding or promise, written or oral, formal or informal, between the date Employee executes this Severance Company and any of the Releasees and the Executive existing as of the Effective Date, including, but not limited to, the Employment Agreement; provided however that this waiver and release . This Section 6(a) does not cover waive or attempt to waive (1) any claim Employee Claims that the Executive may have for breach of under the terms of this Severance Agreement Age Discrimination in Employment Act or the Older Workers Benefit Protection Act (which are covered by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of Supplemental Release); (2) any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims Claims that cannot legally be waived by law, Employee is not releasing ChannelAdvisor from waived; (3) any obligation undertaken in any preexisting obligation rights the Executive may have to indemnify Employee pursuant to ChannelAdvisor articles and bylaws file a charge of discrimination with a federal or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such state administrative agency. Employee is waiving; provided, however, Employee’s right that the Executive acknowledges and agrees that, the Executive is not entitled to any monetary or other relief if personal recovery in any governmental such agency or entity, including without limitation proceedings; (4) any Claims the U.S. Equal Executive may have under this Agreement; and (5) any Claims the Executive may have to indemnification pursuant to Article 18 of the Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalfAgreement.

Waiver and Release. a. In consideration of You, your heirs, representatives, executors, administrators, successors and assigns, (collectively “you”) hereby voluntarily waive, release, settle, discharge and promise never to assert any and all claims, demands, charges, actions, suits, debts, covenants, contracts, promises, agreements, in law and equity (collectively “claims”), whether known or unknown, that you have or might have against the payments and benefits made pursuant to this Severance Agreement the sufficiency of which is hereby acknowledged, Employee hereby voluntarily, willingly, absolutely, unconditionally and irrevocably, fully releases and discharges ChannelAdvisor (Company and its predecessors, parent companies, divisions, related entities, officers, directors, shareholders, members, agents, attorneys, employees, agents successors or assigns, from the beginning of the world to the date of this Agreement, whether arising under the United States and/or state constitutions and representatives) laws or common law and/or arising out of alleged violations of any federal, state, local or other governmental statutes, regulations or ordinances, and whether currently existing or hereafter arising based on existing facts or events arising from or related to your employment with the Company, the terms and conditions of your employment, your compensation and benefits, or your separation and termination of employment with the Company. These claims include, but are not limited to, any and all debts, demands, actions, causes of action, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoff, demands or liability whatsoever of every name and nature, both at law and in equity including, by way of example and not limitation, rights and claims arising under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) federal, state and local statutory or common law, including, without limitation, all torts, breach of 1967contract, as amendedimpairment of economic opportunity, the Older Worker Benefit Protection Actwrongful discharge, ] intentional or negligent infliction of emotional harm, promissory estoppel, fraud, defamation, misrepresentation, invasion of privacy, whistleblower or any other tort or legal wrong; all claims for reinstatement, wages, bonuses, severance, benefits, back or front pay, meal breaks, leaves of absence, or other forms of compensation or benefits; all claims for attorneys’ fees, costs or punitive damages; and, any and all claims for discrimination or retaliation under federal, state or local law, including without limitation claims arising under Title VII of the Civil Rights Act of 1964; the Americans With Disabilities Act; the Rehabilitation Act of 1973, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, ; the Equal Pay Uniform Services Employment and Re-employment Rights Act of 1963(USERRA); the Civil Rights Act, as amended; the Family and Medical Leave Act of 1993, the Americans with Disabilities Act, and any other applicable state and federal employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, as amended; the Employee Retirement Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims of tortious conduct which Employee or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, as ; Chapters 21 and 451 of the date hereof, whether known Texas Labor Code (or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to applicable state or local equivalent thereof). Notwithstanding the date Employee executes this Severance Agreement; provided however that foregoing, this waiver and release does shall not cover any claim Employee may have for breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and apply to (1) your ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, (2) any claim which, as a matter of law, cannot be released by private agreement such as claims for unemployment compensation and workers compensation, (3) any legal indemnification rights (if any exist) for acts or actions pending omissions occurring in Employee’s name, or on behalf your capacity as an officer of any other person or entity, against ChannelAdvisor or any other person or entity subject the Company prior to the release granted in this Paragraph. Notwithstanding the foregoingDate of Termination, Employee is not releasing ChannelAdvisor from and (4) any non-waivable charges or claims that may be brought before any governmental agency which cannot be waived by as a matter of law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, ; however, Employee’s right with regard to any monetary non-waivable claims, you agree that you will not accept any further compensation from the Company nor any other benefit sought or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims obtained by anyone purporting to act on Employee’s your behalf.

Waiver and Release. a. In consideration of SUI’s agreement to the payments and benefits made pursuant to this Severance Agreement the sufficiency of which is hereby acknowledgedterms set forth above, Employee hereby voluntarilyirrevocably and unconditionally releases, willinglyremises, absolutelyand forever discharges and covenants not to xxx XXX, unconditionally the State of Iowa, and irrevocablythe Board of Regents for the State of Iowa, fully releases and discharges ChannelAdvisor (and its officerseach of their respective agents, directors, officers, employees, agents representatives, attorneys, divisions, subsidiaries, affiliates (and representatives) agents, directors, officers, employees, representatives and attorneys of such divisions, subsidiaries and affiliates), and their predecessors, successors, heirs, executors, administrators and assigns, and all persons acting by, through, under or in concert with any of them (collectively, the “Releasees”), or any of them, of and from any and all debts, demandsgrievances, actions, causes of action, suits, promisesdebts, representationscharges, contractscomplaints, litigation, claims, liabilities, obligations, claimspromises, counterclaimsagreements, defensescontroversies, rights damages, and expenses (including attorneys’ fees and costs actually incurred), of setoffany nature whatsoever, demands in law or liability whatsoever equity, which Employee ever had, now has, or Employee or Employee’s heirs, executors and administrators hereafter may have, particularly against each or any of every name the Releasees, from the beginning of time to the date of this Agreement, by reason of any claims against the SUI, or any of their directors, officers, agents, employees or representatives, arising from or related to Employee’s employment relationship with SUI (and naturecompensation and benefits related thereto) or the end thereof and matters or allegations that are the subject matter of the Allegations, both at law and in equity including, by way of example and but not limitationlimited to, rights and any claims arising under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) from any alleged violation by SUI of 1967any federal, as amendedstate or local statutes, ordinances or common laws, including but not limited to, the Older Worker Benefit Protection ActRehabilitation Act of 1973 (29 U.S.C. § 701, ] et seq.); Title VII of the Civil Rights Act of 19641964 (42 U.S.C. § 2000, as amendedet seq.); Title IX of the Education Amendments of 1972 (20 U.S.C. § 1681, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, the Equal Pay Act of 1963, as amendedet. seq), the Americans with Disabilities ActAct of 1990 (42 U.S.C. § 12101, et. seq. and related sections and amendments); the Equal Pay Act (29 U.S.C. § 206(d)); the Iowa Civil Rights Act (Iowa Code Chapter 216); Iowa’s Wage Payment Collection Law (Iowa Code Chapter 91A); and any other applicable state and federal employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock claims in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, the Employee Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims of tortious conduct which Employee or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, as violation of the date hereof, whether known common law or unknown, suspected or unsuspected, public policy of this state. Employee acknowledges this release includes all claims against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover any claim Employee may have for breach employees of the terms of this Severance Agreement by ChannelAdvisor Releasees in their official and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalfindividual capacities.

Waiver and Release. a. In consideration of For good and valuable consideration, the payments receipt and benefits made pursuant to this Severance Agreement the sufficiency of which is hereby acknowledgedacknowledged by the Employee, including the payments to the Employee as described in Section 3, Employee hereby voluntarilyagrees that regardless of who assumes his duties, willinglyhis separation of employment from the Company was not due in any way to age or any other type of discrimination or any wrongful act of the Company, absolutelyand Employee and his Releasors do hereby voluntarily and fully release and forever discharge the Company, unconditionally together with its past and irrevocablycurrent predecessors, fully releases and discharges ChannelAdvisor (and its successors, shareholders, officers, directors, employees, agents attorneys, trustees, insurers, representatives, contractors, representatives, related organizations and representatives) of affiliates (collectively, the "Released Parties"), jointly and individually, from any and all debtsclaims, demands, actionsdebts, causes of action, suitsclaims for relief, promisesand damages, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoff, demands whatever kind or liability whatsoever of every name and nature, both at law and in equity known or unknown, developed or undeveloped, which Employee had, now has or may hereinafter have from the beginning of the world to the date of these presents, including, by way of example and not without limitation, all claims and all rights and claims arising which the Employee may have under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, ; the Equal Pay Employment Opportunity Act of 1963, as amended, 1972; the Civil Rights Act of 1991; the Age Discrimination and Employment Act of 1967; the Employee Retirement Security Act 42 U.S.C. ss. 1981; the Older Workers' Benefit Protection Act; the Americans with Disabilities Act, ; the Family Medical Leave Act of 1993; the Equal Pay Act; the Fair Labor Standards Act; the Broward County Equal Opportunity Ordinance; and any other applicable state and federal employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, the Employee Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims federal and state statutes which regulate employment; and the laws of tortious conduct which Employee or Employee’s successors in interest or assigns now havecontracts, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any tort and other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover any claim Employee may have for breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalfsubjects.

Waiver and Release. a. In consideration of exchange for the payments Severance Benefits the Company will provide you under this Separation Agreement, you release and benefits made pursuant forever discharge the Company, any and all past, present or future parents, subsidiaries and affiliates (the “Axiall Companies”), and any and all past, present, or future related persons or entities, including but not limited to this Severance Agreement the sufficiency of which is hereby acknowledged, Employee hereby voluntarily, willingly, absolutely, unconditionally Company’s and irrevocably, fully releases and discharges ChannelAdvisor (and its the Axiall Companies’ officers, directors, managers, employees, agents shareholders, agents, attorneys, successors and representativesassigns, specifically including without limitation Axiall Corporation (the “Released Parties”) of and from from, any and all debts, demands, actions, causes of action, suits, promises, representations, contracts, obligations, claims, counterclaimsdemands and damages, defenseswhether actual or potential, rights known or unknown, and specifically but not exclusively, which you may have or claim to have against the Released Parties as of setoff, demands or liability whatsoever of every name and nature, both at law and in equity the date you sign this Separation Agreement including, by way of example and not without limitation, rights any and all claims arising under [[Applicable only if over 40] related or in any manner incidental to your employment with the Age Discrimination in Employment Act Company or termination of that employment relationship (the “ADEAclaims”) which you or your heirs, successors, executors, or other representatives may have. All such claims are forever barred by this Separation Agreement regardless of 1967the forum in which such claims might be brought, as amendedincluding, but not limited to, claims (a) under any federal, state or local law governing the Older Worker Benefit Protection Actemployment relationship or its termination (including, ] but not limited to, Title VII of the Civil Rights Act Acts of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, the Equal Pay Act of 1963, as amended, 1964 and 1991; the Americans with Disabilities Act, and any other applicable state and federal employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, ; the Family Medical Leave Act; the Employee Retirement Income Retirement Security Act of 1974, as amendedthe Rehabilitation Act, loss of consortiumthe Worker Adjustment and Retraining Notification Act, loss of fringe benefitsany state, fraudlocal, misrepresentationand other federal employment laws, defamation and/or all other claims of tortious conduct which Employee or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, as and any amendments to any of the date hereofforegoing) and/or (b) under the common law for breach of contract, whether wrongful discharge, personal injuries and/or torts. You understand that this is a general waiver and release of all claims, known or unknown, suspected that you may have against the Released Parties based on any act, omission, matter, cause or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to thing that occurred through the date Employee executes of your execution of this Severance Separation Agreement; provided however that this waiver and . The above release does not cover any claim Employee waive claims (i) that may have for breach of the terms of arise after you sign this Severance Agreement Separation Agreement, (ii) which cannot be released by ChannelAdvisor and does not effect Employee’s right and ability private agreement or (iii) to enforce the terms of this Severance Separation Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or payment of the federal or a state department of labor, pursues any claims on Employee’s behalf.compensation and benefits specified in Exhibit A.

Waiver and Release. a. In consideration of the payments made to the Executive as provided for in Section 2 above, and benefits made pursuant to this Severance Agreement for other good and valuable consideration, the sufficiency of which is Executive hereby acknowledgedWAIVES, Employee hereby voluntarilyRELEASES and FOREVER DISCHARGES City National Bank, willinglyCNB, absolutelyNBT and NBT Bank, unconditionally and irrevocablytheir past, fully releases present and discharges ChannelAdvisor (and its officersfuture parents, subsidiaries, affiliates, predecessors, successors, assigns, stockholders, directors, employeesofficers, agents agents, representatives and representativesemployees whether as individuals or in their official capacity, and the respective heirs and personal representatives of any of them (the "Releasees") of and from from, any and all debtsclaims, demands, actions, causes of action, suitsagreements, promises, representationsliabilities, contracts, obligations, claims, counterclaims, defenses, rights of setoffrights, demands and causes of action of any kind whatsoever, in law or liability equity, whether known or unknown, suspected or unsuspected, fixed or contingent, apparent or concealed which the Executive, his heirs, executors, administrators, successors or assigns ever had or now have against the Releasees for, upon, or by reason of any matter, cause or thing whatsoever relating to or arising out of every name (i) the Change in Control Agreement, or (ii) the Executive's employment with City National Bank and natureCNB prior to the Closing of the Merger Agreement, both at law and in equity which arise under common law, implied contract, tort, public policy or statute, including, by way of example and not without limitation, any and all claims and rights and claims arising under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, the Equal Pay Act of 1963, as amended, the Americans with Disabilities Act, and any other applicable state and federal employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, the Employee Retirement Income Retirement Security Act of 1974, as amended, loss the Equal Pay Act, the Americans with Disabilities Act of consortium1990, loss the Rehabilitation Act of fringe benefits1973, fraudthe Family and Medical Leave Act of 1993, misrepresentationthe Worker Adjustment and Retraining Notification Act ("WARN"), defamation and/or and all other claims of tortious conduct which Employee federal, state and local constitutions, laws, statutes, decisions, orders, policies or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from regulations establishing or relating to claims or rights of employees, including, but not limited to, any other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover any claim Employee may have for all claims alleging breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims an express or actions pending in Employee’s nameimplied, or on behalf oral or written, contract, policy manual or employee handbook or alleging misrepresentation, defamation, interference with contract, intentional or negligent infliction of emotional distress, negligence or wrongful discharge, and any and all claims alleging interference with the attainment of any rights under any insurance, pension, profit sharing or other person employee benefit plan or entityprogram, against ChannelAdvisor or any other person or entity subject to except for rights and benefits set forth in Sections "2(b)-(h)" herein. To the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived fullest extent permitted by law, Employee the Executive PROMISES NOT TO SUE or bring any charges, complaints or lawsuits related to the cxxxms the Executive is not releasing ChannelAdvisor from any obligation undertaken waiving by this Agreement and Release against the Releasees in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws the future, individually or applicable lawas a member of a class, and Employee is not waiving Employee’s right to make any claim, charge or complaint the Executive will immediately withdraw with any governmental agency or participate in an investigation by prejudice any such agency. Employee is waivingcharges, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation complaints and lawsuits that the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalfExecutive began before signing this Agreement and Release.

Waiver and Release. a. In consideration of the payments and benefits made pursuant to this Severance Agreement the sufficiency of which is hereby acknowledged, Employee hereby voluntarilywaives and releases Stereotaxis, willinglyits subsidiaries, absolutelyrelated, unconditionally parent and irrevocablyaffiliated corporations and business entities, fully releases their successors and discharges ChannelAdvisor (assigns, and its their past and present officers, directors, employeesshareholders, employees and agents and representatives(“the Employer Released Parties”) of and from any and all debtsclaims made, demandsto be made, actions, causes or which might have been made of action, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoff, demands or liability whatsoever of every name and whatever nature, both at law and in equity whether known or unknown, since the beginning of time through the date of this Agreement, including, but not limited to, any claim Employee may have under any agreements which Employee may have with any of the Employer Released Parties, any claims that arose as a consequence of Employee’s employment by way Stereotaxis, or arising out of example the termination of the employment relationship, or arising out of any acts committed or omitted during or after the existence of the employment relationship through the date of this Agreement. Such release and waiver of claims will include, but will not limitationbe limited to, rights those claims which were, could have been, or could be the subject of an internal grievance or appeal procedure or an administrative or judicial proceeding filed either by Employee or on Employee's behalf under any federal, state or local law or regulation, any claim of discrimination under any state or federal statute, regulation or ordinance including, but not limited to Titles 29 and claims arising under [[Applicable only if over 40] 42 of the Age Discrimination in Employment Act (the “ADEA”) of 1967United States Code, as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, the Equal Pay Act of 1963, as amended, the Americans with Disabilities Act, and any other applicable state and federal employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, the Employee Retirement Income Retirement Security Act of 1974, as amended, loss the Civil Rights Act of consortium1991, loss the Americans with Disabilities Act of fringe 1990, the Civil Rights Act of 1866, the Rehabilitation Act of 1973, as amended, the Family and Medical Leave Act, the Older Worker Benefit Protection Act, the Arizona Civil Rights Act, the Missouri Human Rights Act, City of St. Louis Ordinance 6271, any other federal, state or local law, ordinance or regulation regarding employment, discrimination in employment or termination of employment, any claims for breach of contract, wrongful termination, promissory estoppel, detrimental reliance, negligent or intentional infliction of emotional distress, or any other actions at common law, in contract or tort, all claims for lost wages, bonuses, commissions, benefits, fraudexpenses, misrepresentationseverance, defamation and/or all other claims of tortious conduct which Employee or Employee’s successors in interest or assigns now haveservice letter, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s re-employment, compensatory or the termination thereofpunitive damages, attorney's fees, and all claims for whatever cause, or arising from or relating to any other event occurring prior type of legal or equitable relief. Employee further waives all rights to the date Employee executes this Severance Agreement; provided however that this waiver future employment with Stereotaxis and release agrees not to apply for employment with Stereotaxis. This Release does not cover affect any claim vested rights Employee may have for breach under any retirement or equity-related plan of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalfStereotaxis.

Waiver and Release. a. In consideration of (a) Except for the payments specific covenants elsewhere in this Agreement, and benefits made pursuant to this Severance Agreement the sufficiency of which is extent consistent with law, Employee, for Employee, Employee’s spouse, children, heirs, executors, administrators, successors and assigns (hereinafter “Releasors”), to the extent consistent with law, hereby acknowledgedfully and forever releases, Employee hereby voluntarilyacquits, willingly, absolutely, unconditionally discharges and irrevocably, fully releases and discharges ChannelAdvisor (promises not to xxx Employer and its past, present and future parent and/or subsidiary entities, divisions, affiliates and any past, present or future partners, owners, joint venturers, stockholders, predecessors, successors, officers, directors, administrators, employees, agents agents, representatives, attorneys, heirs, executors, assigns, retirement plans and/or their trustees and representatives) any other person, firm or corporation with whom any of and from them is now or may hereafter be affiliated (hereinafter “Releasees”), over any and all claims, counterclaims, agreements, debts, promises, grievances, complaints, demands, actionsobligations, losses, causes of action, suitscosts, promisesexpenses, representationsattorney’s fees, contractsliabilities and indemnities of any nature whatsoever, obligationswhether now known or unknown, claimsdiscovered now or in the future, counterclaimswhether based on race, defensesage, rights disability, national origin, religion, gender, sexual orientation, marital status, veteran status, protected activity, compensation and benefits from employment, including stock, stock options, stock option agreements and retirement plans, whether based on contract, tort, statute or other legal or equitable theory of setoffrecovery, demands whether mature or liability whatsoever to mature in the future, which from the beginning of every name time of the world to the date of this Agreement Employee had, now has or claims to have against Employer or any other person or entity described above. Without limiting the foregoing, Section 3 of this Agreement applies to any and natureall matters, both at law and except those related to the enforcement of the terms contained herein, that have been or which could have been asserted in equity a lawsuit or in any state or federal judicial or administrative forum, up to the date of this Agreement, specifically including, but not by way of example and not limitation, rights claims under the Nevada Fair Employment Practices Act, the Equal Pay Act, the Family and claims arising under [[Applicable only if over 40] the Age Discrimination in Employment Medical Leave Act (the “ADEA”) of 19671993, as amended, the Older Worker Benefit Protection Genetic Information Nondiscrimination Act of 2008, the National Labor Relations Act, ] as amended, Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Codethe Post-Civil War Reconstruction Acts, as amended (42 U.S.C. §§ 1981-1988), the Equal Pay Age Discrimination in Employment Act of 19631967, as amended, the Americans with Disabilities ActAct of 1990, and any other applicable state and federal employment discrimination lawsas amended, breach the Rehabilitation Act of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor)1973, unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligenceas amended, the Employee Retirement Income Retirement Security Act of 1974, as amended, loss the Civil Rights Act of consortium1991, loss the Pregnancy Discrimination Act, any other federal statute, any state civil rights act, any state statutory wage claim such as those contained in Chapter 608 of fringe benefitsthe Nevada Revised Statutes, fraudany other statutory claim, misrepresentationany claim of wrongful discharge, defamation and/or all other claims of tortious conduct which Employee any claim in tort or Employee’s successors in interest or assigns now havecontract (including but not limited to the Employment Agreement), ever have hadany claim seeking declaratory, injunctive, or canequitable relief, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover any claim Employee may have for breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to claim of any type whatsoever arising out of the release granted in this Paragraphcommon law of any state. Notwithstanding the foregoingabove, Employee is this Agreement does not releasing ChannelAdvisor from apply to any rights, obligations or claims that cangoverned by Chapter 612 of the Nevada Revised Statutes pertaining to unemployment compensation. This Agreement also does not be waived by lawlimit any party's right, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation where applicable, to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, file an administrative charge or complaint with any governmental agency or participate in an investigation by investigative proceeding of any such federal, state or local government agency. Employee is waiving, however, Employee’s right but does operate as a waiver of any personal recovery if related to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalfreleased herein.

Waiver and Release. a. In consideration of Except for the payments specific covenants elsewhere in this Agreement, and benefits made pursuant to this Severance Agreement the sufficiency of which is extent consistent with law, Employee, for Employee, Employee’s spouse, children, heirs, executors, administrators, successors and assigns (hereinafter “Releasors”), to the extent consistent with law, hereby acknowledgedfully and forever releases, Employee hereby voluntarilyacquits, willinglydischarges and promises not to xxx Xxxx Resorts, absolutely, unconditionally and irrevocably, fully releases and discharges ChannelAdvisor (Limited and its past, present and future parent and/or subsidiary entities, divisions, affiliates and any past, present or future partners, owners, joint venturers, stockholders, predecessors, successors, officers, directors, administrators, employees, agents agents, representatives, attorneys, heirs, executors, assigns, retirement plans and/or their trustees and representatives) any other person, firm or corporation with whom any of and from them is now or may hereafter be affiliated (hereinafter “Releasees”), over any and all debtsclaims, demands, actionsobligations, losses, causes of action, suitscosts, promisesexpenses, representationsattorney’s fees, contractsliabilities and indemnities of any nature whatsoever, obligationswhether negligent or intentional, claimswhether now known or unknown, counterclaimsdiscovered now or in the future, defenseswhether based on race, rights age, disability, national origin, gender, sexual orientation, marital status, veteran status, protected activity, compensation and benefits from employment, including stock, stock options, stock option agreements and retirement plans, whether based on contract (including but not limited to the Employment Agreement), tort, defamation, statute or other legal or equitable theory of setoffrecovery, demands whether mature or liability whatsoever to mature in the future, which from the beginning of every name time of the world to the Effective Date Employee had, now has or claims to have against Wynn Resorts, Limited or any other person or entity described above. Without limiting the foregoing, this Agreement applies to any and natureall matters that have been or which could have been asserted in a lawsuit or in any state or federal court, both at law and in equity up to the date of this Agreement, specifically including, but not by way of example and not limitation, rights and claims arising under [[Applicable only if over 40] the Age Discrimination in Employment Act (Equal Pay Act, the “ADEA”) of 1967National Labor Relations Act, as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Codethe Post-Civil War Reconstruction Acts, as amended (42 U.S.C. §§ 1981-1988), the Equal Pay Age Discrimination in Employment Act of 19631967, as amended, the Americans with Disabilities ActAct of 1990, and any other applicable state and federal employment discrimination lawsthe Rehabilitation Act of 1973, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligenceas amended, the Employee Retirement Income Retirement Security Act of 1974, as amended, loss the Civil Rights Act of consortium1991, loss the Pregnancy Discrimination Act, any other federal statute, any state civil rights act, any state statutory wage claim such as those contained in Chapter 608 of fringe benefitsthe Nevada Revised Statutes, fraudany other statutory claim, misrepresentationany claim of wrongful discharge, defamation and/or all other claims of tortious conduct which Employee any claim in tort or Employee’s successors in interest or assigns now havecontract, ever have hadany claim seeking declaratory, injunctive, or canequitable relief, shall or may have, as any other claim of any type whatsoever arising out of the date hereofcommon law of any state. Notwithstanding the above, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover apply to any claim Employee may have for breach rights, obligations or claims governed by Chapter 612 of the terms of this Severance Agreement by ChannelAdvisor and Nevada Revised Statutes. This release also does not effect Employeelimit either party’s right and ability right, where applicable, to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, file an administrative charge or complaint with any governmental agency or participate in an investigation by investigative proceeding of any such federal, state or local governmental agency. Employee is waiving, however, Employee’s right but does operate as a waiver of any personal recovery if related to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalf.released herein

Waiver and Release. a. In consideration As a material inducement to the Company to enter into this Agreement and as a condition of receiving the benefits contained in paragraph 2, Employee agrees to sign a formal WAIVER AND RELEASE OF CLAIMS (the “Release”) at the time of termination, and as a condition to receipt of the payments and benefits made provided pursuant to this Severance Agreement Agreement. Such Release shall irrevocably and unconditionally release forever the sufficiency of which is hereby acknowledged, Employee hereby voluntarily, willingly, absolutely, unconditionally and irrevocably, fully releases and discharges ChannelAdvisor (Company and its officersAffiliates, their stockholders, successors, assigns, agents, directors, officers, employees, agents and representatives) of and from any and all debtspersons acting by, through, under, or in concert with, any of them, from all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, suits, rights, demands, actionscosts, causes losses, debts, and expenses (including attorneys’ fees and costs actually incurred) of actionany nature, suitsknown or unknown, promisessuspected or unsuspected, representations, contracts, obligations, claims, counterclaims, defensesincluded but not limited to, rights under federal, state, or local laws prohibiting employment discrimination or claims growing out of setoffany legal restrictions on the Company’s right to terminate its employees, demands that the Employee now has or liability whatsoever claims to have, or which Employee at any time period before had or claimed to have had, or which Employee at any time hereinafter may have as a result of every name and natureEmployee’s employment with the Company, both at law and in equity or claims to have, against any of the Releases, including, without limitation by way of example and not limitationspecification, rights and any claims arising under [[Applicable only if over 40] the Wisconsin Fair Employment Act; the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amendedamended (ADEA); the Older Workers Benefit Protection Act of 1990; non vested rights under Employee Retirement Income Security Act of 1974, as amended (ERISA), the Older Worker Benefit Protection Act, ] Omnibus Budget Reconciliation Act of 1987 (OBRA); Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Codethe American With Disabilities Act (ADA), the Equal Pay Act of 1963, as amended, the Americans with Disabilities Act, and or any other applicable state and federal employment discrimination federal, state, or local laws, breach of contract (including without limitation breach of contract to provide Employee regulations or ordinance or common law dealing with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, the Employee Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims of tortious conduct which Employee or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related and relating to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver employment and release does not cover any claim Employee may have for breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalftermination.

Waiver and Release. a. In Pursuant to Section 4(b)(i) of the Employment Agreement, and in consideration of the payments Post-Termination Benefits to be provided to Employee as outlined in the Employment Agreement and benefits made pursuant to this Severance Agreement the sufficiency Release as set forth herein, Employee, on behalf of which is hereby acknowledgedherself and his heirs, Employee hereby voluntarilyexecutors, willinglyadministrators and assigns, absolutelyforever waives, unconditionally and irrevocably, fully releases and discharges ChannelAdvisor (the Company and its officers, directors, shareholders, members, managers, employees, agents agents, servants, accountants, attorneys, heirs, beneficiaries, successors and representatives) of and assigns (together with the Company, the “Company Released Parties”), from any and all debtsclaims, demands, causes of actions, causes fees, damages, liabilities and expenses (including attorneys’ fees) of actionany kind whatsoever, suitswhether known or unknown, promisessuspected or unsuspected (collectively, representations“Claims”), contractsthat Employee has ever had or might have against the Company Released Parties, obligationsor any of them, claimsin any way arising out of, counterclaimsrelating to, defensesor connected with, rights of setoffthe Employment Agreement, demands Employee’s services to, or liability whatsoever of every name and natureemployment by the Company or the termination thereof, both at law and in equity including, by way of example and but not limitationlimited to, rights and claims arising (i) any Claims under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, the Equal Pay Act of 1963Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of Title 42 of the United States Code, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, the Kansas Act Against Discrimination, the Kansas Age Discrimination in Employment Act, the Kansas Minimum Wage and Maximum Hours Law, the Discrimination Against Military Personnel Act, the Discrimination Against Employees who are Victims of Domestic Violence or Sexual Assault and/or any other applicable federal, state or local law (statutory, regulatory or otherwise) that may be legally waived and federal employment discrimination lawsreleased and (ii) any tort and/or contract claims, including any claims of breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor)contract, unpaid expenses or benefitsfraud, wrongful discharge, defamation, emotional distress, tortious interference with contract, breach invasion of any ChannelAdvisor policyprivacy, practice nonphysical injury, personal injury or procedure, negligence, the Employee Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims of tortious conduct which Employee or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover any claim Employee may have for breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor sickness or any other person or entity subject harm. Employee acknowledges that, to the release granted in extent permitted by law, if the Equal Employment Opportunity Commission or any other administrative agency brings any charge or complaint on his behalf or for his benefit, this ParagraphRelease bars Employee from receiving, and Employee hereby waives any right to, any monetary or other individual relief related to such a charge or complaint. Notwithstanding This Release, however, excludes the foregoingfollowing “Excluded Claims”: (w) any claims made under state workers’ compensation or unemployment laws, Employee is not releasing ChannelAdvisor from and/or any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from (x) claims with respect to the breach of any obligation undertaken in covenant (including any preexisting obligation payments under the Employment Agreement) to indemnify Employee pursuant be performed by the Company after the date of this Release, (y) any rights to ChannelAdvisor articles indemnification or contribution or directors’ and bylaws officers’ liability insurance under the Employment Agreement, any operative documents of the Company or any applicable law, ,; and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues (z) any claims on Employee’s behalffor vested benefits under any employee benefit plan (excluding any severance plan and including claims under the Consolidated Omnibus Budget Reconciliation Act of 1985) or any claims that may arise after the date Employee signs the Release.

Waiver and Release. a. In consideration of For good and valuable consideration, the payments receipt and benefits made pursuant to this Severance Agreement the sufficiency of which is hereby acknowledgedacknowledged by the Employee, including the payments to the Employee as described in Section 3, Employee hereby voluntarilyagrees that regardless of who assumes his duties, willinglyhis separation of employment from the Company was not due in any way to age or any other type of discrimination or any wrongful act of the Company, absolutelyand Employee and his Releasors do hereby voluntarily and fully release and forever discharge the Company, unconditionally together with its past and irrevocablycurrent predecessors, fully releases and discharges ChannelAdvisor (and its successors, shareholders, officers, directors, employees, agents attorneys, trustees, insurers, representatives, contractors, representatives, related organizations and representatives) of affiliates (collectively, the "Released Parties"), jointly and individually, from any and all debtsclaims, demands, actionsdebts, causes of action, suitsclaims for relief, promisesand damages, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoff, demands whatever kind or liability whatsoever of every name and nature, both at law and in equity known or unknown, developed or undeveloped, which Employee had, now has or may hereinafter have from the beginning of the world to the date of these presents, including, by way of example and not without limitation, all claims and all rights and claims arising which the Employee may have under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, ; the Equal Pay Employment Opportunity Act of 1963, as amended, 1972; the Civil Rights Act of 1991; the Age Discrimination and Employment Act of 1967; the Employee Retirement Security Act 42 U.S.C. ss. 1981; the Older Workers' Benefit Protection Act; the Americans with Disabilities Act, ; the Family Medical Leave Act of 1993; the Equal Pay Act; the Fair Labor Standards Act; the Broward County Equal Opportunity Ordinance; and any other applicable state and federal employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, the Employee Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims federal and state statutes which regulate employment; and the laws of tortious conduct which Employee or Employee’s successors in interest or assigns now havecontracts, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any tort and other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover any claim Employee may have for breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreementsubjects. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalf.. 5.

Waiver and Release. a. In consideration of For good and valuable consideration, the payments receipt and benefits made pursuant to this Severance Agreement the sufficiency of which is hereby acknowledgedacknowledged by the Employee, including the payments to the Employee as described in Section 3 hereof, Employee hereby voluntarilyagrees that regardless of who assumes his duties, willinglyhis separation of employment from the Company was not due in any way to age or any other type of discrimination or any wrongful act of the Company, absolutely, unconditionally and irrevocably, Employee and his Releasors do hereby voluntarily and fully releases release and discharges ChannelAdvisor (and its officers, directors, employees, agents and representatives) of and forever discharge the Company from any and all debtsclaims, demands, actions, causes of action, suitsclaims for relief, promisesand damages, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoff, demands whatever kind or liability whatsoever of every name and nature, both at law and in equity known or unknown, developed or undeveloped, which Employee had, now has or may hereinafter have from the beginning of the world to the date of this Agreement, including, by way of example and not without limitation, all claims and all rights and claims arising which the Employee may have under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, ; the Equal Pay Employment Opportunity Act of 1963, as amended, 1972; the Civil Rights Act of 1991; the Age Discrimination and Employment Act of 1967; the Employee Retirement Security Act 42 U.S.C. § 1981; the Older Workers’ Benefit Protection Act; the Americans with Disabilities Act; the Family Medical Leave Act of 1993; the Equal Pay Act; the Fair Labor Standards Act; the Sarasota County Equal Opportunity Ordinance, any federal or state whistleblower acts and any and all other federal, state and local laws and statutes which regulate employment; and the laws of contracts, tort and other subjects. (The Employee agrees that the forgoing enumeration of claims released is illustrative, and any other applicable state and federal employment discrimination lawsthe claims hereby released are in no way limited by the above recitation of specific claims, breach it being the intent of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, the Employee Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or to fully and completely release all other claims of tortious conduct which Employee or whatsoever in any way relating to the Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, as of employment with the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related Company and to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover any claim Employee may have for breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalfemployment.)

Waiver and Release. a. In consideration of the payments I, and benefits made pursuant to this Severance Agreement the sufficiency of which is anyone claiming through me (including, without limitation, my agents, representatives, assigns, heirs, beneficiaries, executors and administrators), hereby acknowledged, Employee hereby voluntarily, willingly, absolutelyirrevocably, unconditionally and irrevocablyforever waive, fully releases release and discharges ChannelAdvisor discharge the Company, its direct and indirect parents, subsidiaries and other affiliates (including, without limitation, Verso Holding LLC and Verso Paper Holding LLC), its and their respective predecessors, successors and assigns, and its officersand their respective former, current and future stockholders, members, partners, directors, officers, managers, employees, agents agents, representatives, attorneys and representativesinsurers (collectively, the “Releasees”) of and from any and all debts, demands, actionsclaims, causes of action, suitscharges, promisescomplaints, representationsdemands and rights of any nature whatsoever, contractswhether known or unknown, obligationsand whether fixed or contingent, arising from, based on, or relating to my employment with the Company, the termination of such employment, my status at any time as a holder of any securities of any Releasee, any act or omission of any Releasee occurring prior to or on the Termination Date, and any dealing, transaction or event involving any Releasee occurring prior to or on the Termination Date, including, without limitation, any and all such claims, counterclaimscauses of action, defensescharges, rights of setoffcomplaints, demands or liability whatsoever of every name and nature, both at law and in equity including, by way of example and not limitation, rights and claims arising under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Codethe Age Discrimination in Employment Act, the Equal Pay Rehabilitation Act, the Employee Retirement Income Security Act of 19631974, as amendedthe Worker Adjustment and Retraining Notification Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the Securities Act of 1933, the Securities Exchange Act of 1934, the Xxxxxxxx-Xxxxx Act of 2002, the National Labor Relations Act, all including any amendments thereto and their respective implementing regulations, and any other applicable federal state, all laws of the State of Ohio relating to any subject matter covered by the foregoing laws of the United States of America, and any other federal, state or local law, rule, regulation or common law, in each case as the same may be amended from time to time. This Waiver includes, without limitation, all wrongful termination and federal “constructive discharge” claims, all discrimination claims, all claims for compensation for the time worked and the services performed for the Company, all claims relating to any contract of employment discrimination laws(whether express or implied) with the Company, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, all claims for the breach of any ChannelAdvisor policycovenant of good faith or fair dealing (whether express or implied), practice and any tort of any nature. This Waiver is for any relief or procedureremedy, negligenceregardless of how it is denominated, the Employee Income Retirement Security Act of 1974including, as amendedwithout limitation, loss of consortiumwages, loss of fringe back pay, front pay, reinstatement, benefits, fraudcompensatory damages, misrepresentationpunitive or exemplary damages, defamation and/or all other claims and attorneys’ fees and expenses. Notwithstanding any provision of tortious conduct which Employee this Waiver to the contrary, this Waiver does not apply to any claim or Employee’s successors in right that may not be waived under applicable law, any claim for my vested interest or assigns now have, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employmentemployee benefit plan, program or arrangement maintained by the termination thereofCompany, any claim for whatever causeunemployment insurance or workers’ compensation, or any claim arising from or relating to any other event occurring prior to the date Employee executes Agreement or this Severance Agreement; provided however that this waiver and release does not cover Waiver, or any claim Employee that may have for breach of arise after the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalfEffective Date.

Waiver and Release. a. In consideration of the payments and benefits made pursuant to this Severance Agreement the sufficiency of which is hereby acknowledged, Employee hereby voluntarily, willingly, absolutely, unconditionally and irrevocably, fully releases and discharges ChannelAdvisor (and its officers, directors, employees, agents and representatives) of and from any and all debts, demands, actions, causes of action, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoff, demands or liability whatsoever of every name and nature, both at law and in equity including, by way of example and not limitation, rights and claims arising under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, the Equal Pay Act of 1963, as amended, the Americans with Disabilities Act, and any other applicable state and federal employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, the Employee Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims of tortious conduct which Employee or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover any claim Employee may have for breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable Exhibit 10.1 law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalf.

Waiver and Release. a. In consideration of Cablevision Systems Corporation’s (the payments “Company”) offer to accelerate the vesting of my Restricted Shares under Section 3 of the Restricted Shares Agreement dated ___________________ (the “Agreement”) between the Company and benefits made pursuant to this Severance Agreement me, I hereby for myself, and my heirs, agents, executors, successors, assigns and administrators (collectively, the sufficiency “Related Parties”), knowingly and voluntarily forever waive and release the Company and all of which is hereby acknowledged, Employee hereby voluntarily, willingly, absolutely, unconditionally and irrevocably, fully releases and discharges ChannelAdvisor (and its officerspast and/or present affiliates, directors, officers, employees, agents fiduciaries, representatives, successors and representatives) of and assigns, whether in their individual or representative capacities (collectively, the “Releasees”), from any and all debts, demands, actions, causes of action, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoff, demands or liability whatsoever of every name and nature, both at law and in equity including, by way of example and not limitation, rights and claims causes of action whatsoever (“Claims”), in law or in equity, whether known or unknown, asserted or unasserted, suspected or unsuspected, that I or any Related Party ever had, may have in the future or have now in connection with or arising from or in any way related to my employment relationship with the Company or any of its Affiliates, or termination of my employment relationship with the Company or any of its Affiliates including, without limitation: • any Claims under [[Applicable only if over 40] Federal or state law, regulation or decision (including those under the Age Discrimination in Employment Act Act, 29 U.S.C. §§621 et. seq. (the “ADEA”) of 1967, as amended), the Older Worker Workers Benefit Protection ActXxxxxxxxxx Xxx, ] 00 X.X.X. §000 (f)(1) (the “OWBPA”), Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, the Equal Pay Act of 1963, as amended1991, the Americans with Disabilities Act, and any other applicable state and federal employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence42 U.S.C. §§12101-12213, the Employee Retirement Income Retirement Security Act of 1974, as amendedthe Family and Medical Leave Act of 1993, loss of consortiumthe Fair Labor Standards Act, loss of fringe benefitsand any other similar or related law, fraud, misrepresentation, defamation and/or all other claims of tortious conduct which Employee regulation or Employee’s successors in interest decision relating to or assigns now have, ever have haddealing with discrimination), or can• any Claims for punitive damages, attorney's fees, expenses and costs of litigation. Nothing herein shall or may have, as be construed to affect the right of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover any claim Employee may have for breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability Equal Employment Opportunity Commission (“EEOC”) to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims ADEA or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to interfere with the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s protected right to make any claim, file a charge or complaint with any governmental agency or participate in an EEOC investigation by of proceeding. This Waiver and Release is intended to comply with the provisions of the OWBPA. By execution of this Waiver and Release, I hereby expressly waive any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation and all Claims under the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalf.OWBPA and hereby acknowledge that:

Waiver and Release. a. In consideration As used in this Waiver and Release of Claims (this “Agreement”), the payments and benefits made pursuant to this Severance Agreement the sufficiency of which is hereby acknowledgedterm “claims” shall include all claims, Employee hereby voluntarilycovenants, willinglywarranties, absolutelypromises, unconditionally and irrevocably, fully releases and discharges ChannelAdvisor (and its officers, directors, employees, agents and representatives) of and from any and all debts, demandsundertakings, actions, suits, causes of action, suits, promises, representations, contracts, obligations, claimsdebts, counterclaimsaccounts, defensesattorneys’ fees, rights judgments, losses and liabilities, of setoff, demands whatsoever kind or liability whatsoever of every name and nature, both at law known and unknown, in law, equity or otherwise. For and in equity includingconsideration of the payments described in Section 4(c)(i) of the Consulting Agreement, the Consultant, for and on behalf of the Consultant and the Consultant’s heirs, administrators, executors, and assigns (the “Related Parties”), effective as of the Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents (including InterMedia Partners VII, L.P.), subsidiaries and affiliates, their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which the Consultant or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by way reason of example any matter, cause or thing whatsoever, including but not limited to any claim arising out of or attributable to the Consultant’s engagement or the termination of the Consultant’s engagement with the Company, and also including but not limitationlimited to claims of breach of contract, rights and wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference. This release of claims includes, but is not limited to, all claims arising under [[Applicable only if over 40] the Age Discrimination in Employment Act of 1967 (the “ADEA”) of 1967), as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, the Equal Pay Act of 1963, as amendedAct, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, and all other federal, state and local labor and anti-discrimination laws, the common law and any other applicable purported restriction on an employer’s right to terminate the employment or engagement of employees or consultants. The Consultant specifically releases all claims against the Group and each member thereof under ADEA relating to the Consultant’s engagement and its termination. The Consultant represents that the Consultant has not filed or authorized to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state and or federal employment discrimination lawsagency, breach of contract court or other body (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisoreach, a “Proceeding”), unpaid expenses and the Consultant covenants and agrees that the Consultant will not do so at any time hereafter with respect to the subject matter of this Agreement and claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of the Consultant’s engagement), except as may be necessary to enforce this Agreement, to obtain benefits described in or benefitsgranted under this Agreement, wrongful dischargeor to seek a determination of the validity of the waiver of the Consultant’s rights under the ADEA, interference with contractor initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, breach (i) the Consultant will not initiate or cause to be initiated on the Consultant’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any ChannelAdvisor policy, practice nature or procedure, negligence, description against any member of the Employee Income Retirement Security Act Group individually or the Group collectively that in any way involves the allegations and facts that the Consultant could have raised against any member of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims of tortious conduct which Employee the Group individually or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, the Group collectively as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or hereof and (ii) the Consultant waives any right the Consultant may have to benefit in any manner related to Employee’s employment, from any relief (monetary or the termination thereof, for whatever cause, or otherwise) arising from or relating to any other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover any claim Employee may have for breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf out of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this ParagraphProceeding. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from nothing in this Agreement shall release Consultant’s claim for (i) any claims right or claim that cannot be waived arises against the Company after the date of this Agreement, or (ii) any right the Consultant may have to obtain contribution as permitted by law, Employee is not releasing ChannelAdvisor from law in the event of entry of judgment against the Consultant and the Company as a result of any obligation undertaken in any preexisting obligation act or failure to indemnify Employee pursuant to ChannelAdvisor articles act for which the Consultant and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalfCompany are jointly liable.

Waiver and Release. a. In I, Xxxxxxx Xxxxxx, in exchange for good and valuable consideration of as set forth more fully in the payments letter agreement between me and benefits made pursuant to this Severance Agreement Interactive Data Corporation (the sufficiency “Company”) dated May 6, 2011 (the “Separation Agreement”), the receipt and adequacy of which is hereby acknowledged, Employee for myself and on behalf of my successors, representatives, agents, assigns, executors, administrators and heirs (collectively, the “Releasors”), hereby voluntarily, willingly, absolutely, irrevocably and unconditionally release and irrevocably, fully releases and discharges ChannelAdvisor (forever discharge the Company and its subsidiaries, successors, affiliates and assigns (referred to herein collectively as the “Group”), and the present and former directors, officers, directors, employees, agents agents, shareholders and representativesinsurers of any of them (such persons, together with each member of the Group, referred to herein collectively as the “Releasees”) of and from any and all debts, demandsclaims, actions, causes of action, suitsrights, promises, representations, contractsjudgments, obligations, claimsdamage, counterclaimsdemands, defensesaccountings or liabilities of whatever kind and character (collectively, rights “Claims”) any of setoffthe Releasors ever had, demands now has, or liability whatsoever hereafter may have, for any reason whatsoever, whether or not I am presently aware of every name those rights, (i) arising out of or in any way connected with or relating to my employment with, and natureservice to, both at law and the Group or the termination of my employment or services; or (ii) arising out of or in equity any way connected with or relating to any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof, including, by way of example and not without limitation, Claims under any federal, state, local or foreign law; breach of contract; fraud or misrepresentation; intentional or negligent infliction of emotional distress; breach of the covenant of good faith and fair dealing; promissory estoppel; negligence; wrongful termination of employment; or unlawful employment practices. This includes, without limitation, a release to the fullest extent permitted by law of all rights and claims arising under [[Applicable only if over 40] on or before the Age Discrimination in Employment Act (the “ADEA”) of 1967date I sign this Waiver and Release, as amendedinvolving employment discrimination, the Older Worker Workers Benefit Protection Act, ] the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (including, but not limited to, claims for breach of fiduciary duty under ERISA), Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, the Equal Pay Act of 1963, as amendedFamily and Medical Leave Act, the Americans with Disabilities ActAct of 1990, and including all amendments thereto, as well as any other applicable state federal, state, local or other law, statute or regulation, provided, however, that nothing in this Waiver and federal employment discrimination lawsRelease shall affect, breach of contract (including without limitation breach of contract and this Waiver and Release expressly excludes, any Claim relating to provide Employee with additional stock in ChannelAdvisor), my rights to accrued and unpaid expenses or benefits, wrongful discharge, interference with contract, breach base salary and accrued and vested benefits expressly payable under the terms of any ChannelAdvisor policy, practice or procedure, negligenceemployee benefit plan. In further consideration of the payments and benefits provided to me under the Separation Agreement, the Employee Income Retirement Security Releasors hereby also unconditionally release and forever discharge the Releasees from any and all Claims that the Releasors may have as of the date I sign this Waiver and Release arising under the Federal Age Discrimination in Employment Act of 19741967, as amended, loss and the applicable rules and regulations promulgated thereunder (“ADEA”). By signing this Waiver and Release, I hereby acknowledge and confirm the following: (i) I am advised by the Group in connection with my termination to consult with an attorney of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims of tortious conduct which Employee or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any other event occurring my choice prior to the date Employee executes signing this Severance Agreement; provided however that this waiver Waiver and release does not cover any claim Employee may Release and to have for breach of such attorney explain to me the terms of this Severance Agreement by ChannelAdvisor Waiver and does Release, including, without limitation, the terms relating to my release of claims arising under ADEA; (ii) I have been given a period of not effect Employee’s right and ability fewer than Fourteen days (14) to enforce consider the terms of this Severance AgreementWaiver and Release and to consult with an attorney of my choosing with respect thereto; (iii) I am providing the release and discharge set forth in this paragraph only in exchange for consideration in addition to anything of value to which I am already entitled; and (iv) I knowingly and voluntarily accept the terms of this Waiver and Release. Employee represents that Employee has no lawsuitsNothing in this Waiver and Release shall prohibit or restrict the Releasors, claims or actions pending in Employee’s namethe Company, or on behalf the Company’s attorneys from: (i) making any disclosure of any other person relevant and necessary information or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken documents in any preexisting obligation action, investigation, or proceeding relating to indemnify Employee pursuant to ChannelAdvisor articles this Waiver and bylaws Release or applicable lawas required by law or legal process; or (ii) participating, and Employee is not waiving Employee’s right to make cooperating, or testifying in any claimaction, charge investigation, or complaint with proceeding with, or providing information to, any governmental agency or participate in an investigation by any such agency. Employee is waivinglegislative body, howeverincluding, Employee’s right to any monetary or other relief if any governmental agency or entitybut not limited to, including without limitation filing a charge with the U.S. Equal Employment Opportunity Commission (“EEOC”) and/or pursuant to the Xxxxxxxx-Xxxxx Act; provided that, to the extent permitted by law, upon receipt of any subpoena, court order or other legal process compelling the federal disclosure of any such information or a state department documents, the disclosing party gives prompt written notice to the other party so as to permit such other party to protect such party’s interests in confidentiality to the fullest extent possible. I acknowledge and agree, however, that pursuant to this Waiver and Release, the Releasors are waiving any right to recover monetary damages or any other form of laborpersonal relief in connection with any such charge, pursues action, investigation or proceeding. To the extent the Releasors receive any claims personal or monetary relief in connection with any such charge, action, investigation or proceeding, the Company will be entitled to an offset for the payments made pursuant to the Separation Agreement. By signing this Waiver and Release I acknowledge that I have read this Waiver and Release carefully and understand all of its terms. Further, I acknowledge that I am entering into this Waiver and Release voluntarily and of my own free will. In signing this Waiver and Release, I acknowledge that I have not relied on Employee’s behalf.any statements or explanations made by anyone associated with or employed by the Group. I UNDERSTAND THAT I HAVE FOURTEEN (14) DAYS FROM MY TERMINATION DATE TO CONSIDER WHETHER TO SIGN THIS WAIVER AND RELEASE. I WILL HAVE SEVEN (7) DAYS AFTER SIGNING THIS WAIVER AND RELEASE (“REVOCATION PERIOD”) TO REVOKE THIS WAIVER AND RELEASE AND MY OBLIGATIONS UNDER IT. THE COMPANY’S OBLIGATIONS TO PROVIDE SEVERANCE BENEFITS WILL NOT BECOME EFFECTIVE UNTIL AFTER THE REVOCATION PERIOD HAS EXPIRED. MY REVOCATION WILL NOT BE EFFECTIVE UNLESS IT IS IN WRITING AND SIGNED BY ME AND RECEIVED BY THE COMPANY PRIOR TO THE EXPIRATION OF THE REVOCATION PERIOD. THE REVOCATION PERIOD COMMENCES IMMEDIATELY FOLLOWING THE DATE I SIGN AND DELIVER THIS WAIVER AND RELEASE. THE REVOCATION PERIOD WILL EXPIRE AT 5:00 P.M. EASTERN STANDARD TIME ON THE LAST DAY OF THE REVOCATION PERIOD; PROVIDED, HOWEVER, THAT IF THE SEVENTH DAY IS A NON-BUSINESS DAY, THE REVOCATION PERIOD SHALL EXTEND TO 5:00 P.M. ON THE NEXT SUCCEEDING BUSINESS DAY. I UNDERSTAND THAT BECAUSE THIS WAIVER AND RELEASE IS AN IMPORTANT LEGAL DOCUMENT AND AFFECTS MY LEGAL RIGHTS, THE COMPANY ADVISES ME TO CONSULT AN ATTORNEY BEFORE SIGNING THIS WAIVER AND RELEASE. I ACKNOWLEDGE THAT I HAVE READ THIS WAIVER AND RELEASE AND THAT I FULLY KNOW, UNDERSTAND AND APPRECIATE ITS CONTENTS, AND THAT I HEREBY EXECUTE THE SAME AND MAKE THIS WAIVER AND RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF MY OWN WILL. AGREED AND ACCEPTED BY: Signature: Dated: Typed or printed name: XXXXXXX XXXXXX

Waiver and Release. a. In Employee is owed the amount of $46,875 (the “Outstanding Amount”). Employee, in consideration of the payments mutual agreements set forth herein, hereby fully, finally and benefits made pursuant to this Severance Agreement the sufficiency of which is hereby acknowledgedforever waives, Employee hereby voluntarily, willingly, absolutely, unconditionally and irrevocably, fully releases and discharges ChannelAdvisor (the Company, its successors and its assigns, and the respective directors, officers, directorsshareholders, affiliates, employees, agents and representatives) representatives of and each of the foregoing from any and all debtsclaims, demands, actionsdamages, costs, expenses, losses, liabilities, or actions or causes of actions of every kind and character whatsoever, whether now known or anticipated, fixed or contingent, or unknown or unanticipated which he ever had, now has, might have or might claim from the beginning of the world to the day of the date of this Agreement, including but not limited to, all claims in connection with the Outstanding Amount. Except for the specific covenants elsewhere in this Agreement, and to the extent consistent with law, Employee, for Employee, Employee’s spouse, children, heirs, executors, administrators, successors and assigns (hereinafter “Releasors”), to the extent consistent with law, hereby fully and forever releases, acquits, discharges and promises not to xxx the Company and its past, present and future parent and/or subsidiary entities, divisions, affiliates and any past, present or future partners, owners, joint venturers, stockholders, predecessors, successors, officers, directors, administrators, employees, agents, representatives, attorneys, heirs, executors, assigns, retirement plans and/or their trustees and any other person, firm or corporation with whom any of them is now or may hereafter be affiliated (hereinafter “Releasees”), over any and all claims, demands, obligations, losses, causes of action, suitscosts, promisesexpenses, representationsattorney’s fees, contractsliabilities and indemnities of any nature whatsoever, obligationswhether negligent or intentional, claimswhether now known or unknown, counterclaimsdiscovered now or in the future, defenseswhether based on race, rights age, disability, national origin, gender, sexual orientation, marital status, veteran status, protected activity, compensation and benefits from employment, including the Outstanding Amount, the Stock Options, stock, stock options, stock option agreements and retirement plans, whether based on contract (including but not limited to the Employment Agreement), tort, defamation, statute or other legal or equitable theory of setoffrecovery, demands whether mature or liability whatsoever to mature in the future, which from the beginning of every name time of the world to the Execution Date Employee had, now has or claims to have against the Company or any other person or entity described above. Without limiting the foregoing, this Agreement applies to any and natureall matters that have been or which could have been asserted in a lawsuit or in any state or federal court, both at law and in equity up to the Execution Date, specifically including, but not by way of example and not limitation, rights and claims arising under [[Applicable only if over 40] the Age Discrimination in Employment Act (Equal Pay Act, the “ADEA”) of 1967National Labor Relations Act, as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Codethe Post-Civil War Reconstruction Acts, as amended (42 U.S.C. §§ 1981-1988), the Equal Pay Age Discrimination in Employment Act of 19631967, as amended, the Americans with Disabilities ActAct of 1990, and any other applicable state and federal employment discrimination lawsthe Rehabilitation Act of 1973, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligenceas amended, the Employee Retirement Income Retirement Security Act of 1974, as amended, loss the Civil Rights Act of consortium1991, loss the Pregnancy Discrimination Act, any other federal statute, any state civil rights act, any state statutory wage claim, any other statutory claim, any claim of fringe benefitswrongful discharge, fraudany claim in tort or contract, misrepresentationany claim seeking declaratory, defamation and/or all other claims of tortious conduct which Employee or Employee’s successors in interest or assigns now have, ever have hadinjunctive, or canequitable relief, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover any claim Employee may have for breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to claim of any type whatsoever arising out of the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from common law of any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalfstate.

Waiver and Release. a. In consideration of Cablevision Systems Corporation’s (the payments “Company”) offer to accelerate the vesting of my Restricted Shares under Section 3 of the Restricted Shares Agreement, dated ___________________, between the Company and benefits made pursuant to this Severance Agreement me, I hereby for myself, and my heirs, agents, executors, successors, assigns and administrators (collectively, the sufficiency “Related Parties”), knowingly and voluntarily forever waive and release the Company and all of which is hereby acknowledged, Employee hereby voluntarily, willingly, absolutely, unconditionally and irrevocably, fully releases and discharges ChannelAdvisor (and its officerspast and/or present affiliates, directors, employees, agents fiduciaries, representatives, successors and representatives) of and assigns, whether in their individual or representative capacities (collectively, the “Releasees”), from any and all debts, demands, actions, causes of action, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoff, demands or liability whatsoever of every name and nature, both at law and in equity including, by way of example and not limitation, rights and claims causes of action whatsoever, in law or in equity, whether known or unknown, asserted or unasserted, suspected or unsuspected, that I or any Related Party ever had, may have in the future or have now in connection with or arising from or in any way related to my employment relationship with the Company or termination of my employment relationship with the Company including, without limitation: • any claims, rights and causes of action under [[Applicable only if over 40] Federal or state law, regulation or decision (including those under the Age Discrimination in Employment Act (the “ADEA”) of 1967Act, as amended29 U.S.C. §§621 et seq., the Older Worker Workers Benefit Protection ActXxxxxxxxxx Xxx, ] 00 X.X.X. §000 (f)(1), Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, the Equal Pay Act of 1963, as amended1991, the Americans with Disabilities Act, and any other applicable state and federal employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence42 U.S.C. §§12101-12213, the Employee Retirement Income Retirement Security Act of 1974, as amendedthe Family and Medical Leave Act of 1993, loss of consortiumthe Fair Labor Standards Act, loss of fringe benefitsand any other similar or related law, fraud, misrepresentation, defamation and/or all other claims of tortious conduct which Employee regulation or Employee’s successors in interest decision relating to or assigns now have, ever have haddealing with discrimination), or can• any claims, shall rights or may havecauses of action for punitive damages, as attorney’s fees, expenses and costs of litigation. I represent that I have not filed, and will not hereafter file, any claim against the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related Company relating to Employee’s employmentmy employment and/or cessation of my employment with the Company, or the termination thereof, for whatever cause, otherwise involving facts that occurred on or arising from or relating to any other event occurring prior to the date Employee executes I sign this Severance Agreement; provided however Waiver and Release. I understand and agree that this waiver and release does not cover if I commence, continue, join in, or in any other manner attempt to assert any claim Employee may have for breach of released herein against the Company, or otherwise violate the terms of this Severance Agreement Waiver and Release, (i) I will cease to have any right to accelerated vesting of my Restricted Shares pursuant to Section 3 of the Restricted Shares Agreement, (ii) to the extent the Common Shares have already been delivered to me pursuant to the Restricted Shares Agreement, I will pay the Company, promptly upon notice, an amount equal to the Fair Market Value (as defined in the Amended and Restated Employee Stock Plan) of such shares as of the vesting date (less any par value previously paid for such shares), and (iii) I agree to reimburse the Company for all attorneys’ fees and expenses incurred by ChannelAdvisor it in defending against such a claim, provided that the right to receive the foregoing payments is without prejudice to the other rights of the Company hereunder, including any waiver and release of any and all claims against the Company . I understand and agree that the signing of this Waiver and Release by me does not effect Employee’s right in any way indicate that I have any viable claim against the Company or that the Company admits any liability to me whatsoever. I affirm that, prior to the execution of this Waiver and ability Release, I was advised by the Company to enforce consult with an attorney concerning the terms and conditions set forth herein, and that I was given up to twenty-one (21) days to consider signing this Waiver and Release. I acknowledge that I have seven (7) days following the signing of this Severance Waiver and Release to revoke and cancel the terms and conditions contained herein, and the terms and conditions of this Waiver and Release shall not become effective or enforceable until the revocation period has expired. I understand that if I revoke and cancel this Waiver and Release, I will not be entitled to the accelerated vesting provided by Section 3 of the Restricted Shares Agreement. Employee represents that Employee has no lawsuitsThis Waiver and Release shall be deemed to be made under, claims or actions pending and in Employee’s nameall respects be interpreted, or on behalf construed and governed by and in accordance with, the laws of any other person or entity, against ChannelAdvisor or any other person or entity subject the State of New York to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is extent not releasing ChannelAdvisor from any claims that cannot be waived preempted by applicable Federal law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalf.

Waiver and Release. a. In exchange for this Agreement and in consideration of the payments and benefits made sale of the assets of the Company pursuant to this Severance the Purchase Agreement the sufficiency of described above, which is in addition to anything of value to which Employee already is entitled, he hereby acknowledgedirrevocably and unconditionally releases, Employee hereby voluntarilywaives, willinglyacquits, absolutelyand forever discharges the Company, unconditionally and irrevocably, fully releases each and discharges ChannelAdvisor (and all of its officers, directorsagents, shareholders, supervisors, employees, agents representatives, affiliates, related corporations, and representatives) their successors and assigns, and all persons acting by, through, under, or in concert with any of and them, from any and all debtscharges, demands, damages, losses, costs, expenses, actions, causes of action, suitsrights, promisesbenefits, representationscomplaints, contractsindebtedness, obligationsjudgments, claimsliens, counterclaims, defenses, rights claims and liabilities of setoff, demands any kind or liability whatsoever of every name and nature, both in law or in equity, known or unknown, past or present, contingent or existing (hereinafter referred to individually as a “claim” and collectively as “claims”) that Employee at law and in equity any time before this date had or claimed to have, or that he may have or claim to have, regarding events that have occurred before the date of this Agreement, including, by way of example and not without limitation, rights any and all claims arising from or relating to Employee’s employment by the Company or separation from employment. Employee understands that this means he is releasing the Company from any and all matters asserted, or which could have been asserted, in any lawsuit, or in any other state or federal judicial or administrative forum, up to the date of this Agreement, including but not limited to claims under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amendedFair Labor Standards Act, the Older Worker Benefit Protection National Labor Relations Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Codethe Civil Rights Act of 1991, the Equal Pay Civil Rights Act of 19631866, as amendedthe Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the California Labor Code and/or any other relevant statutes or municipal ordinances, the California Fair Employment and Housing Act (inclusive of the California Family Rights Act), any other state civil rights act, any claims based upon tort or contract arising from the common law of California, or any other state including claims for wrongful discharge or termination, breach of express or implied contract, and any other applicable state and federal employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses legal or benefits, wrongful discharge, interference with contract, breach equitable claim of any ChannelAdvisor policy, practice or procedure, negligence, the Employee Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims of tortious conduct which Employee or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and type whatsoever. This release does not cover any claim Employee may have for breach of preclude an action to enforce the specific terms of this Severance Agreement by ChannelAdvisor and Agreement. It does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents preclude claims under any applicable workers’ compensation statute that Employee has no lawsuits, claims have already been filed or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims for on-the-job injuries that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalfhave already been reported.

Waiver and Release. a. In consideration of for SUl's agreement to the payments and benefits made pursuant to this Severance Agreement the sufficiency of which is hereby acknowledgedterms set forth abowe, Employee hereby voluntarilyirrevocably and unconditionally releases, willinglyremises, absolutelyand forever dischar,es and covenants not to xxx XXX, unconditionally the State of Iowa, and irrevocablythe Board of Regents for the State! of Iowa, fully releases and discharges ChannelAdvisor (and its officerseach of their respective agents, directors, officers, employees, agents representati s, attorneys, divisions, subsidiaries, affiliates (and representatives) agents, directors, officers, employ s, representatives and attorneys of such divisions, subsidiaries and affiliates), and t!eir predecessor, successors, heirs, executors, administrators and assigns, and all persons xx xx by, through, under, or in concert with any of them (collectively, the "Releasees"), or an of them, of and from any and all debts, demandsgrievances, actions, causes of action, suits, promisesdebts, representationschar es, contractsclaims, liabilities, obligations, claimspromises, counterclaimsagreements, defensescontroversies, rights damages, and expe es (including attorneys' fees and costs actually incurred), of setoffany nature whatsoever, demands in la or liability whatsoever equity, which Employee ever had, now has, or Employee or Employee's heirs, executors nd administrators hereafter may have, particularly against each or any of every name the Releasees, f m the beginning of time to the date of this Agreement, by reason of any claims against SUItor any of its directors, officers, agents, employees or representatives, arising from or relate . to Employee's employment relationship with SUI (and naturecompensation and benefits related thereto) or the end thereof, both at law and in equity including, by way of example and but not limitationlimited to, rights and any claims arising under [[Applicable only if over 40] from any alle ed violation by SUI of any federal, state or local statutes, ordinances or common laws, inclu ing but not limited to, the Rehabilitation Act of 1973 (29U.S.C.§701,etseq.},TitleVllofthe ivil RightsActof1964(42U.S.C.§ 2000, etseq.), Title IX of the Education Amendments of 1972 (20 U.S.C. § 1681, et seq.), the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, 29 u.s.c. § 626 et se .); the Equal Pay Act (29 U.S.C. § 206(d)); the Iowa Civil Rights Act (Iowa Code Chapter 2 6); Iowa Wage Payment and Collection Law (Iowa Code Chapter 91A); the Americans Disabilities Act (42 U.S.C. §12101 et seq. and related sections and amendments); and ny claims In violation of 1963, as amendedcommon law or public policy of this state. Employee acknowled· es this release includes all claims against employees of SUI, the Americans with Disabilities ActState of Iowa, and any other applicable state the B rd of Regents for the State of Iowa in their official and federal employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, the Employee Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims of tortious conduct which Employee or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover any claim Employee may have for breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalfindividual capacities.

Waiver and Release. a. In Pursuant to Section [4(c)(i)] / [4(e)(i)] of the Employment Agreement, and in consideration of the payments Post-Termination Benefits to be provided to Executive as outlined in the Employment Agreement and benefits made pursuant to this Severance Agreement the sufficiency Release as set forth herein, Executive, on behalf of which is hereby acknowledgedhimself and his heirs, Employee hereby voluntarilyexecutors, willinglyadministrators and assigns, absolutelyforever waives, unconditionally and irrevocably, fully releases and discharges ChannelAdvisor (and Employer, its officers, directors, owners, shareholders, affiliates and agents (collectively referred to herein as, the “Employer Group”), and each of its and their respective officers, directors, shareholders, members, managers, employees, agents agents, servants, accountants, attorneys, heirs, beneficiaries, successors and representatives) of and assigns (together with the Employer Group, the “Employer Released Parties”), from any and all debtsclaims, demands, causes of actions, causes fees, damages, liabilities and expenses (including attorneys’ fees) of actionany kind whatsoever, suitswhether known or unknown, promisesthat Executive has ever had or might have against the Employer Released Parties that directly or indirectly arise out of, representationsrelate to, contractsor are connected with, obligationsExecutive’s services to, claimsor employment or the termination thereof by the Company , counterclaims, defenses, rights of setoff, demands or liability whatsoever of every name and nature, both at law and in equity including, by way of example and but not limitation, rights and limited to (i) any claims arising under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, the Equal Pay Act of 1963Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of Title 42 of the United States Code, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, the Florida Civil Rights Act, as amended, the Florida Whistleblower Protection Act, as amended, the Florida Equal Pay Law, as amended, and the Florida Constitution, as amended, and/or any other applicable federal, state or local law (statutory, regulatory or otherwise) that may be legally waived and federal employment discrimination lawsreleased and (ii) any tort and/or contract claims, breach including any claims of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, defamation, emotional distress, tortious interference with contract, breach invasion of any ChannelAdvisor policyprivacy, practice nonphysical injury, personal injury or procedure, negligence, the Employee Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims of tortious conduct which Employee or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover any claim Employee may have for breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor sickness or any other person harm. Executive acknowledges that if the Equal Employment Opportunity Commission or entity subject any other administrative agency brings any charge or complaint on his behalf or for his benefit, this Release bars Executive from receiving, and Executive hereby waives any right to, any monetary or other individual relief related to the release granted in this Paragraphsuch a charge or complaint. Notwithstanding the foregoingThis Release, Employee is not releasing ChannelAdvisor from however, excludes (i) any claims made under state workers’ compensation or unemployment laws, and/or any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from (ii) any obligation undertaken in rights to indemnification or contribution or directors’ and officers’ liability insurance under the Employment Agreement, Indemnification Agreement, any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws operative documents of the Company or any applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues (iii) any claims on Employeeas a holder of Company equity awards under the Company’s behalfequity incentive plans or as a holder of Fund Incentives; and (iv) any claims for vested benefits under any employee benefit plan (excluding any severance plan and including claims under the Consolidated Omnibus Budget Reconciliation Act of 1985) or any claims that may arise after the date Executive signs the Release.

Waiver and Release. a. In consideration (a) The Company, on behalf of the payments itself, its Affiliates and benefits made pursuant to this Severance Agreement the sufficiency each of which is hereby acknowledgedtheir respective heirs, Employee hereby voluntarilyadministrators, willinglyexecutors, absolutely, unconditionally and irrevocably, fully releases and discharges ChannelAdvisor (and its officers, directors, employees, stockholders, partners, managers, members, agents and representatives, and the successors and assigns of each (individually, a "Releasor", collectively, the "Releasors"), FULLY AND FINALLY RELEASES, ACQUITS AND FOREVER DISCHARGES, AND COVENANTS NOT TO XXX, the Seller and its respective Affiliates (and, to the extent they would be liable in respect of their position with the foregoing, each of the present and former officers, directors, stockholders, members, partners, managers, representatives, employees, agents, Affiliates, subsidiaries, predecessors, successors, assigns, beneficiaries, heirs, executors, insurers, personal representatives and attorneys of the foregoing) of and (the "Released Parties") from or for any and all debtsActions, demandsLiens, actionsContracts, causes offers, Liabilities and compensation of actionany kind or nature whatsoever, suitsKNOWN OR UNKNOWN, promisesSUSPECTED OR UNSUSPECTED, representationsFORESEEN OR UNFORESEEN, contractsKNOWN OR UNKNOWN, obligationsDISCLOSED OR UNDISCLOSED, claimsMATURED OR UNMATURED, counterclaimsFIXED OR CONTINGENT, defensesPAST, rights PRESENT OR FUTURE, IN LAW OR IN EQUITY ("Released Matters"), which Releasors presently have, have ever had or may hereafter have against the Released Parties arising contemporaneously with or prior to the Effective Date, or on account of setoffor arising out of any matter, demands cause or liability whatsoever event occurring contemporaneously with or prior to the Effective Date (including the entry into this Agreement); provided, however, that nothing contained herein operates to release any obligations of every name and nature, both at law and in equity including, by way Seller or any of example and not limitation, rights and claims its Affiliates or any other Released Party arising under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) this Agreement. In compliance with any Law which requires a specific release of 1967, as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, the Equal Pay Act of 1963, as amended, the Americans with Disabilities Act, and any other applicable state and federal employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses unknown claims or benefits, wrongful discharge, interference with contract, breach the Company acknowledges that this release includes a release of any ChannelAdvisor policy, practice or procedure, negligence, the Employee Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other unknown claims (except claims of tortious conduct fraud), and hereby expressly waives and relinquishes any and all such claims, rights or benefits that such may have which Employee or Employee’s successors in interest or assigns now haveare unknown at the effective time of this release. Each Party understands and agrees that if, ever have hadhereafter, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising it discovers facts different from or in any manner related addition to Employee’s employmentthose that it now knows or believe to be true, that the waivers and releases granted hereby will be and remain effective in all respects notwithstanding such different or additional facts or the termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to discovery of such facts except in the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover any claim Employee may have for breach case of the terms claims of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalffraud.

Waiver and Release. a. In consideration of For good and valuable consideration, the payments receipt and benefits made pursuant to this Severance Agreement the sufficiency of which is hereby acknowledgedacknowledged by the Employee, the Employee hereby voluntarilyagrees that regardless of who assumes his duties, willinglyhis separation of employment from the Company was not due in any way to age or any other type of discrimination or any wrongful act of the Company, absolutelyand Employee and his Releasors do hereby voluntarily and fully release and forever discharge the Company, unconditionally together with its past and irrevocablycurrent predecessors, fully releases and discharges ChannelAdvisor (and its successors, shareholders, officers, directors, employees, agents attorneys, trustees, insurers, representatives, contractors, subsidiaries, related organizations and representatives) of affiliates (collectively, the "Released Parties"), jointly and individually, from any and all debtsclaims, demands, actionsdebts, causes of action, suitsclaims for relief, promisesand damages, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoff, demands whatever kind or liability whatsoever of every name and nature, both at law and in equity known or unknown, developed or undeveloped, which Employee had, now has or may hereinafter have from the beginning of the world to the date of this Agreement, including, by way of example and not without limitation, all claims and all rights and claims arising which the Employee may have under [[Applicable only if over 40] the Age Discrimination in Employment Act (the “ADEA”) of 1967, as amended, the Older Worker Benefit Protection Act, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, ; the Equal Pay Employment Opportunity Act of 1963, as amended, 1972; the Civil Rights Act of 1991; the Age Discrimination and Employment Act of 1967; the Employee Retirement Security Act 42 U.S.C. ss. 1981; the Older Workers' Benefit Protection Act; the Americans with Disabilities Act; the Family Medical Leave Act of 1993; the Equal Pay Act; the Fair Labor Standards Act; the Broward County Equal Opportunity Ordinance; any federal or state whistleblower acts and any and all other federal, state and local laws and statutes which regulate employment; and the laws of contracts, tort and other subjects. The Employee agrees that the forgoing enumeration of claims released is illustrative, and any other applicable state and federal employment discrimination lawsthe claims hereby released are in no way limited by the above recitation of specific claims, breach it being the intent of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, the Employee Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or to fully and completely release all other claims of tortious conduct which Employee or Employee’s successors in interest or assigns now have, ever have had, or can, shall or may have, as of the date hereof, whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or whatsoever in any manner related way relating to the Employee’s employment, or 's employment with the Company and to the termination thereof, for whatever cause, or arising from or relating to any other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release does not cover any claim Employee may have for breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Paragraph. Notwithstanding the foregoing, Employee is not releasing ChannelAdvisor from any claims that cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or applicable law, and Employee is not waiving Employee’s right to make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or the federal or a state department of labor, pursues any claims on Employee’s behalfemployment.