Channeladvisor Corp Sample Contracts

AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 11th, 2013 • Channeladvisor Corp • Services-prepackaged software • Delaware

THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 20 between CHANNELADVISOR CORPORATION, a Delaware corporation (the “Company”), and , an individual resident of the Commonwealth/State of (“Indemnitee”).

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Common Stock, par value $0.001 per share Underwriting Agreement
Underwriting Agreement • October 31st, 2013 • Channeladvisor Corp • Services-prepackaged software • New York

ChannelAdvisor Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Goldman, Sachs & Co. and Stifel, Nicolaus & Company, Incorporated are acting as representatives (the “Representatives” or “you”) an aggregate of shares of Common Stock, par value $0.001 per share (“Stock”), of the Company and the stockholders of the Company named on Schedule III hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of shares and, at the election of the Underwriters, up to additional shares of Stock. The aggregate of shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares t

ChannelAdvisor Corporation Common Stock, par value $0.001 per share Underwriting Agreement
Underwriting Agreement • April 26th, 2013 • Channeladvisor Corp • Services-prepackaged software • New York

ChannelAdvisor Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Goldman, Sachs & Co. and Stifel, Nicholas & Company, Incorporated are acting as representatives (the “Representatives” or “you”) an aggregate of [ ] shares of Common Stock, par value $0.001 per share (“Stock”), of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to [ ] additional shares of Stock (the “Optional Shares”) (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

Contract
Warrant Agreement • April 11th, 2013 • Channeladvisor Corp • Services-prepackaged software • North Carolina

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

WARRANT TO PURCHASE STOCK
Warrant to Purchase Stock • April 11th, 2013 • Channeladvisor Corp • Services-prepackaged software • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

Contract
Warrant Agreement • April 11th, 2013 • Channeladvisor Corp • Services-prepackaged software • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

AMENDED AND RESTATED EXECUTIVE SEVERANCE AND CHANGE OF CONTROL LETTER AGREEMENT (“Agreement”) by and between ChannelAdvisor Corporation (“ChannelAdvisor” or a “party”) and David Spitz (“You(r)” or a “party”) May 23, 2013
Executive Severance and Change of Control Agreement • August 7th, 2013 • Channeladvisor Corp • Services-prepackaged software • North Carolina

This Agreement is to set forth the severance terms if Your employment with ChannelAdvisor is terminated under different scenarios. You are not eligible to receive the benefits hereunder until you have been in continuous employment with ChannelAdvisor for one year. This Agreement amends and restates in its entirety the Executive Severance and Change of Control Letter Agreement between You and ChannelAdvisor dated July 21, 2009 and is effective as of the date above.

Contract
Warrant Agreement • April 11th, 2013 • Channeladvisor Corp • Services-prepackaged software • North Carolina

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.

AMENDED AND RESTATED EXECUTIVE SEVERANCE AND CHANGE IN CONTROL LETTER AGREEMENT
Executive Severance and Change in Control Agreement • February 26th, 2015 • Channeladvisor Corp • Services-prepackaged software • North Carolina

This Amended and Restated Executive Severance and Change in Control Letter Agreement (the “Agreement”) is made and entered into effective as of December 17, 2014 by and between ChannelAdvisor Corporation (“ChannelAdvisor”) and John Baule (“You”) to set forth certain obligations if Your employment with ChannelAdvisor is terminated under different scenarios. This Agreement amends and restates in its entirety the Executive Severance and Change of Control Letter Agreement between You and ChannelAdvisor dated May 23, 2013, and is effective as of the date above.

AGREEMENT AND PLAN OF MERGER among: ChannelAdvisor Corporation, a Delaware corporation; COMMERCEHUB, INC., a Delaware corporation; and CH MERGER SUB, INC., a Delaware corporation Dated as of September 4, 2022
Merger Agreement • September 6th, 2022 • Channeladvisor Corp • Services-prepackaged software • New York

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 4, 2022, by and among: CommerceHub, Inc., a Delaware corporation (“Parent”); CH Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and ChannelAdvisor Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

CHANNELADVISOR CORPORATION WARRANT TO PURCHASE PREFERRED STOCK
Warrant Agreement • April 11th, 2013 • Channeladvisor Corp • Services-prepackaged software • Delaware

THIS CERTIFIES THAT, for value received, or assigns (the “Holder”), is entitled to subscribe for and purchase from CHANNELADVISOR CORPORATION, a Delaware corporation, (the “Company”) the Exercise Shares at the Exercise Price (each subject to adjustment as provided herein). This Warrant is being issued as one of a series of warrants (the “Warrants”) pursuant to the terms of the Note and Warrant Purchase Agreement, dated May 30, 2008 by and among the Company and the Purchasers (as defined therein), as amended and restated on , 2008 (the “Purchase Agreement”). Unless indicated otherwise, the aggregate number of Exercise Shares that Holder may purchase by exercising this warrant is equal to the quotient of (A) the product of (i) ten percent (10%) multiplied by (ii) such Holder’s Loan Amount (as defined in the Purchase Agreement), divided by (B) the Exercise Price.

CREDIT AGREEMENT* dated as of August 5, 2020 by and between CHANNELADVISOR CORPORATION, as Borrower, and HSBC BANK USA, N.A., as Lender
Credit Agreement • November 5th, 2020 • Channeladvisor Corp • Services-prepackaged software • New York

CREDIT AGREEMENT, dated as of August 5, 2020, by and between CHANNELADVISOR CORPORATION, a Delaware corporation, as Borrower, and HSBC BANK USA, N.A., as Lender.

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 11th, 2013 • Channeladvisor Corp • Services-prepackaged software • North Carolina

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 23, 2009 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and CHANNELADVISOR CORPORATION, a Delaware corporation (“Parent”), MERCHANDISINGADVISOR CORPORATION, a Delaware corporation and CA MARKETPLACES, INC., a Delaware corporation (each a “Borrower” and, collectively, the “Borrowers”), provides the terms on which Bank shall lend to Borrowers and Borrowers shall repay Bank. The parties agree as follows:

NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 7th, 2013 • Channeladvisor Corp • Services-prepackaged software • North Carolina

This Ninth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 16th day of July, 2013 (the “Ninth Amendment Effective Date”) by and among (i) SILICON VALLEY BANK, a California corporation (“Bank”) and (ii) CHANNELADVISOR CORPORATION, a Delaware corporation (“CAC”), MERCHANDISINGADVISOR CORPORATION, a Delaware corporation (“MAC”), CA MARKETPLACES, INC., a Delaware corporation (“CAM”), CHANNELADVISOR UK LIMITED., a private limited company incorporated and registered in England and Wales (“CA UK”) and CA WASHINGTON, LLC, a Delaware limited liability company (“CAW”, and together with CAC, MAC, CAM and CA UK, each a “Borrower” and collectively, the “Borrowers”).

AMENDED AND RESTATED EXECUTIVE SEVERANCE AND CHANGE IN CONTROL LETTER AGREEMENT
Executive Severance and Change in Control Letter Agreement • November 7th, 2019 • Channeladvisor Corp • Services-prepackaged software • North Carolina

This Amended and Restated Executive Severance and Change in Control Letter Agreement (the “Agreement”) is made and entered into effective as of August 8, 2019 by and between ChannelAdvisor Corporation (“ChannelAdvisor”) and Elizabeth Segovia (“You”) to set forth certain obligations if Your employment with ChannelAdvisor is terminated under different scenarios. This Agreement amends and restates in its entirety the Executive Change in Control Letter Agreement between you and ChannelAdvisor dated February 11, 2019, and is effective as of the date above.

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 11th, 2013 • Channeladvisor Corp • Services-prepackaged software • Surrey

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 21, 2012 (the “Effective Date”) by and among (i) GOLD HILL CAPITAL 2008, L.P., a Delaware limited partnership (“Lender”), and (ii) CHANNELADVISOR CORPORATION, a Delaware corporation (“CAC”), MERCHANDISINGADVISOR CORPORATION, a Delaware corporation (“MAC”), CA MARKETPLACES, INC., a Delaware corporation (“CAM”), CHANNELADVISOR UK LIMITED, a private limited company registered under the laws of England and Wales under company number 05296935 and whose registered office is at Cedar House, 78 Portsmouth Road, Cobham, Surrey KT11 1AN United Kingdom (“CA UK”), and CA WASHINGTON, LLC, a Delaware limited liability company (“CAW” and together with CAC, MAC, CAM and CA UK, individually and collectively, jointly and severally, “Borrower”) provides the terms on which Lender shall lend to Borrower and Borrower shall repay Lender. The parties agree as follows:

FOURTH AMENDMENT TO LEASE AGREEMENT
Lease Agreement • April 11th, 2013 • Channeladvisor Corp • Services-prepackaged software • North Carolina

THIS FOURTH AMENDMENT TO LEASE AGREEMENT (the “Fourth Amendment”) made and entered into and effective as of the 31st day of January, 2013 hereto (the “Effective Date”), by and between AERIAL CENTER REALTY CORP., a North Carolina corporation (“Landlord”), and CHANNELADVISOR CORPORATION, a Delaware corporation (“Tenant”).

INCENTIVE STOCK OPTION AGREEMENT Pursuant to the CHANNELADVISOR CORPORATION
Incentive Stock Option Agreement • April 11th, 2013 • Channeladvisor Corp • Services-prepackaged software • North Carolina

This Incentive Stock Agreement (this “Agreement”), is made and entered into as of [date] (“Grant Date”), by and between ChannelAdvisor Corporation, a Delaware corporation (the “Company”), and [name], an Employee of the Company (“Optionee”).

CHANNELADVISOR CORPORATION THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • April 11th, 2013 • Channeladvisor Corp • Services-prepackaged software • Delaware

THIS THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 26th day of April, 2007, by and among CHANNELADVISOR CORPORATION, a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”

CHANNELADVISOR CORPORATION WARRANT TO PURCHASE COMMON STOCK
Warrant Agreement • April 11th, 2013 • Channeladvisor Corp • Services-prepackaged software • Delaware

THIS CERTIFIES THAT, for value received, or its assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from CHANNELADVISOR CORPORATION, a Delaware corporation, with its principal office at 2701 Aerial Center Parkway, Morrisville, NC 27560 (the “Company”), up to that number of Exercise Shares of the Common Stock of the Company (the “Common Stock”) determined in accordance with the terms hereof. This Warrant is being issued as one of a series of warrants (the “Warrants”) pursuant to the terms of that certain Stock Purchase Agreement, of even date herewith, by and among the Company and the Purchasers named therein (the “Purchase Agreement”).

AMENDMENT TO EXECUTIVE SEVERANCE AND CHANGE IN CONTROL LETTER AGREEMENT
Executive Severance and Change in Control Letter Agreement • February 13th, 2019 • Channeladvisor Corp • Services-prepackaged software

This Amendment to Executive Severance and Change in Control Letter Agreement (the “Amendment”) to is made and entered into effective as of December 31, 2018 (the “Amendment Effective Date”) by and between ChannelAdvisor Corporation (“ChannelAdvisor”) and Diana Semel Allen (“You”). This Agreement amends the Executive Severance and Change in Control Letter Agreement between You and ChannelAdvisor dated December 17, 2014 (the “Agreement”) effective as of the Amendment Effective Date. Except as expressly provided in this Amendment, the Agreement, as amended by this Amendment, remains in full force and effect. All capitalized terms not defined in this Amendment have the meaning stated in the Agreement.

OFFICE LEASE
Office Lease • February 10th, 2022 • Channeladvisor Corp • Services-prepackaged software • North Carolina

THIS OFFICE LEASE is executed this _____ day of December, 2021 (the “Effective Date”), by and between SVT PERIMETER SIX, L.P., a Delaware limited partnership (“Landlord”), and CHANNELADVISOR CORPORATION, a Delaware corporation (“Tenant”).

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Master Services Agreement
Master Services Agreement • April 11th, 2013 • Channeladvisor Corp • Services-prepackaged software • North Carolina

THIS HOSTED SOLUTIONS MASTER SERVICES AGREEMENT (this “Agreement”) is made effective as of June 29th 2005 (the “Effective Date”) by and between Hosted Solutions, LLC (Hosted Solutions) and Channel Advisor, a Delaware corporation (“Customer”).

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 31st, 2013 • Channeladvisor Corp • Services-prepackaged software • California

This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 31st day of October, 2013 (the “Amendment Effective Date”) by and among (i) GOLD HILL CAPITAL 2008, L.P., a Delaware limited partnership (“Lender”) and (ii) CHANNELADVISOR CORPORATION, a Delaware corporation (“CAC”), MERCHANDISINGADVISOR CORPORATION, a Delaware corporation (“MAC”), CA MARKETPLACES, INC., a Delaware corporation (“CAM”), CHANNELADVISOR UK LIMITED., a private limited company incorporated and registered in England and Wales (“CA UK”) and CA WASHINGTON, LLC, a Delaware limited liability company (“CAW”, and together with CAC, MAC, CAM and CA UK, each a “Borrower” and collectively, the “Borrowers”).

CHANNELADVISOR CORPORATION WARRANT TO PURCHASE PREFERRED STOCK
Warrant to Purchase Preferred Stock • December 19th, 2012 • Channeladvisor Corp • Services-prepackaged software • Delaware

THIS CERTIFIES THAT, for value received, or assigns (the “Holder”), is entitled to subscribe for and purchase from CHANNELADVISOR CORPORATION, a Delaware corporation, (the “Company”) the Exercise Shares at the Exercise Price (each subject to adjustment as provided herein). This Warrant is being issued as one of a series of warrants (the “Warrants”) pursuant to the terms of the Note and Warrant Purchase Agreement, dated May 30, 2008 by and among the Company and the Purchasers (as defined therein), as amended and restated on , 2008 (the “Purchase Agreement”). Unless indicated otherwise, the aggregate number of Exercise Shares that Holder may purchase by exercising this warrant is equal to the quotient of (A) the product of (i) ten percent (10%) multiplied by (ii) such Holder’s Loan Amount (as defined in the Purchase Agreement), divided by (B) the Exercise Price.

Quality Investment Properties Suwanee, LLC Master Space Agreement
Master Space Agreement • April 11th, 2013 • Channeladvisor Corp • Services-prepackaged software • Georgia

This Master Space Agreement between Quality Investment Properties Suwanee, LLC, (“QTS”) and ChannelAdvisor (“Customer”) is made effective as of 1/28/11 (“Effective Date”) and governs Customer Space licensed to Customer under a Work Order and Service(s) purchased by Customer under a Work Order. Capitalized terms used herein shall have the meaning given in the definition section of this Agreement.

ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 6th, 2014 • Channeladvisor Corp • Services-prepackaged software • North Carolina

This Eleventh Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 17th day of September, 2014 by and among (i) SILICON VALLEY BANK, a California corporation (“Bank”) and (ii) CHANNELADVISOR CORPORATION, a Delaware corporation (“CAC”), MERCHANDISINGADVISOR CORPORATION, a Delaware corporation (“MAC”), CA MARKETPLACES, INC., a Delaware corporation (“CAM”), CHANNELADVISOR UK LIMITED., a private limited company incorporated and registered in England and Wales (“CA UK”) and CA WASHINGTON, LLC, a Delaware limited liability company (“CAW”, and together with CAC, MAC, CAM and CA UK, each a “Borrower” and collectively, the “Borrowers”).

Contract
Warrant to Purchase Stock • December 19th, 2012 • Channeladvisor Corp • Services-prepackaged software • North Carolina

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.

AMENDMENT TO EXECUTIVE SEVERANCE AND CHANGE IN CONTROL LETTER AGREEMENT
Executive Severance and Change in Control Letter Agreement • February 13th, 2019 • Channeladvisor Corp • Services-prepackaged software

This Amendment to Executive Severance and Change in Control Letter Agreement (the “Amendment”) to is made and entered into effective as of December 31, 2018 (the “Amendment Effective Date”) by and between ChannelAdvisor Corporation (“ChannelAdvisor”) and Mark E. Cook (“You”). This Agreement amends the Executive Severance and Change in Control Letter Agreement between You and ChannelAdvisor dated August 31, 2015 (the “Agreement”) effective as of the Amendment Effective Date. Except as expressly provided in this Amendment, the Agreement, as amended by this Amendment, remains in full force and effect. All capitalized terms not defined in this Amendment have the meaning stated in the Agreement.

SECOND AMENDMENT TO OFFICE LEASE
Office Lease • February 13th, 2018 • Channeladvisor Corp • Services-prepackaged software

THIS SECOND AMENDMENT TO OFFICE LEASE (this “Second Amendment”) is entered into as of the 25th day of August 2017, (the “Effective Date”), by and between SVT PERIMETER FOUR, LP, a Delaware limited partnership (successor in interest to DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership) (“Landlord”), and CHANNELADVISOR CORPORATION, a Delaware corporation (“Tenant”).

FIRST AMENDMENT TO OFFICE LEASE
Office Lease • February 25th, 2016 • Channeladvisor Corp • Services-prepackaged software

THIS FIRST AMENDMENT TO OFFICE LEASE (this “First Amendment”) is entered into as of the 10th day of December, 2015 (the “Effective Date”), by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (“Landlord”) and CHANNELADVISOR CORPORATION, a Delaware corporation (“Tenant”).

SECOND AMENDMENT TO EXECUTIVE SEVERANCE AND CHANGE IN CONTROL LETTER AGREEMENT
Executive Severance and Change in Control Letter Agreement • February 12th, 2020 • Channeladvisor Corp • Services-prepackaged software

This Second Amendment to Executive Severance and Change in Control Letter Agreement (the “Amendment”) to is made and entered into effective as of November 11, 2019 (the “Amendment Effective Date”) by and between ChannelAdvisor Corporation (“ChannelAdvisor”) and David Spitz (“You”). This Agreement amends the Amended and Restated Executive Severance and Change in Control Letter Agreement between You and ChannelAdvisor dated December 17, 2014, as amended December 31, 2018 (the “Agreement”) effective as of the Amendment Effective Date. Except as expressly provided in this Amendment, the Agreement, as amended by this Amendment, remains in full force and effect. All capitalized terms not defined in this Amendment have the meaning stated in the Agreement.

SEPARATION AGREEMENT
Separation Agreement • October 28th, 2013 • Channeladvisor Corp • Services-prepackaged software

This Agreement, containing a release and waiver among other terms, is made as of the 3rd day of October, by and between Stewart Scott Alridge (“Employee”) and ChannelAdvisor Corporation for the benefit of its employees, officers and directors, successors and assigns (herein, collectively and individually, “ChannelAdvisor”).

ChannelAdvisor Corporation Letterhead]
Vesting of Stock Options Upon Change of Control • April 11th, 2013 • Channeladvisor Corp • Services-prepackaged software

This letter (“Agreement”) sets forth the terms of the acceleration of vesting of all options to purchase shares of common stock of ChannelAdvisor Corporation (“ChannelAdvisor”) held by you at the effective time of a Change of Control of ChannelAdvisor ( “Options”).

TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 28th, 2013 • Channeladvisor Corp • Services-prepackaged software • North Carolina

This Tenth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 16th day of September, 2013 (the “Tenth Amendment Effective Date”) by and among (i) SILICON VALLEY BANK, a California corporation (“Bank”) and (ii) CHANNELADVISOR CORPORATION, a Delaware corporation (“CAC”), MERCHANDISINGADVISOR CORPORATION, a Delaware corporation (“MAC”), CA MARKETPLACES, INC., a Delaware corporation (“CAM”), CHANNELADVISOR UK LIMITED., a private limited company incorporated and registered in England and Wales (“CA UK”) and CA WASHINGTON, LLC, a Delaware limited liability company (“CAW”, and together with CAC, MAC, CAM and CA UK, each a “Borrower” and collectively, the “Borrowers”).

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