AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification 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”).
ContractChanneladvisor Corp • April 11th, 2013 • 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 STOCKPurchase 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.
ContractChanneladvisor Corp • April 11th, 2013 • 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.
ContractChanneladvisor Corp • April 11th, 2013 • 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.
CHANNELADVISOR CORPORATION WARRANT TO PURCHASE PREFERRED STOCKChanneladvisor Corp • April 11th, 2013 • 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.
LOAN AND SECURITY AGREEMENTLoan 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:
LOAN AND SECURITY AGREEMENTLoan 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 AGREEMENTLease 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 CORPORATIONRestricted Stock 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 AGREEMENTVoting 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 STOCKChanneladvisor Corp • April 11th, 2013 • 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”).
Master Services AgreementMaster 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”).
Quality Investment Properties Suwanee, LLC Master Space AgreementMaster 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.
ChannelAdvisor Corporation Letterhead]Channeladvisor Corp • April 11th, 2013 • 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”).
