EXHIBIT 10.14


 


CHANGE-IN-CONTROL SEVERANCE AGREEMENT


 


THIS AGREEMENT, dated as of February 26,
2013, by and between SeaChange International, Inc., with its principal place of business at 50 Nagog Park, Acton, MA 01720 (the
"Company"), and Anthony Dias (the "Executive").


 


WHEREAS, the Company considers it essential
to the best interests of its stockholders to foster the continuous employment of key management personnel, and recognizes that,
as is the case with many publicly held corporations, the possibility of a change in control may exist and that such possibility,
and the uncertainty and questions which it may raise among management, may result in the distraction or departure of management
personnel to the detriment of the Company and its stockholders; and


 


WHEREAS, the Board of Directors of the Company
has determined that appropriate steps should be taken to reinforce and encourage the Executive's continued attention and dedication
to the Executive's assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility
of a change in control of the Company, although no such change is presently known to be contemplated.


 


NOW THEREFORE, in consideration of the mutual
covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


 


Section 1


DEFINITIONS


 


Except as may otherwise be specified or
as the context may otherwise require, the following terms shall have the respective meanings set forth below whenever used herein:


 


"Annual Bonus" shall mean the
full-target annual bonus, if any, for which the Executive is eligible for the fiscal year in which a Covered Termination occurs.


 


"Base Salary" shall mean the annual
base rate of regular compensation of the Executive immediately before a Covered Termination, or if greater, the highest annual
such rate at any time during the 12-month period immediately preceding the Covered Termination.


 


"Board" shall mean the Board of
Directors of the Company.


 


"Cause" shall mean (i) the Executive's
engaging in willful and repeated gross negligence or gross misconduct, (ii) the Executive's breaching of a material fiduciary duty
to the Employer, or (iii) the Executive's being convicted of a felony, in either case, to the demonstrable and material injury
to the Employer. For purposes hereof, no act, or failure to act, on the Executive's part, shall be deemed "willful" unless
done, or omitted to be done, by the Executive not in good faith and without reasonable belief that any act or omission was in the
best interest of the Employer.


 




    	 



    	 



    

 


"Change in Control" shall mean
the first to occur, after the date hereof, of any of the following:


 


(i)          the
members of the Board at the beginning of any consecutive 12-calendar-month period (the “Incumbent Directors”) cease
for any reason other than due to death to constitute at least a majority of the members of the Board; provided that any director
whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of
the members of the Board then still in office who were members of the Board at the beginning of such 12-calendar-month period,
shall be deemed to be an Incumbent Director;


 


(ii) any consolidation or merger
of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately
after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Securities Exchange Act),
directly or indirectly, shares of Stock representing in the aggregate 50% or more of the combined voting power of the securities
of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any);


 


(iii) there shall occur (A) any
sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as
a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the Company of all
or substantially all of the Company's assets to an entity, at least 50% of the combined voting power of the voting securities of
which are owned by Persons in substantially the same proportion as their ownership of the Company immediately prior to such sale
or (B) the approval by stockholders of the Company of any plan or proposal for the liquidation or dissolution of the Company; or


 


(iv) Any corporation or other
legal person, pursuant to a tender offer, exchange offer, purchase of stock (whether in a market transaction or otherwise) or other
transaction or event acquires securities representing 40% or more of the combined voting power of the voting securities of the
Company, or there is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each
as promulgated pursuant to the U.S. Securities Exchange Act, disclosing that any "person" (as such term is used in Section 13(d)(3)
or Section 14(d)(2) of the Securities Exchange Act) has become the "beneficial owner" (as such term is used in Rule 13d-3
under the Securities Exchange Act) of securities representing 40% or more of the combined voting power of the voting securities
of the Company.


 


Notwithstanding the foregoing, none of the
foregoing event(s) shall constitute a Change in Control unless such event(s) constitute a “change in the ownership or effective
control” or a change “in the ownership of a substantial portion of the assets,” in each case within the meaning
of Section 409A(a)(2)(A)(v) of the Code and any regulations and other guidance in effect from time-to-time thereunder including,
without limitation, Notice 2005-1.


 


Upon the occurrence of a Change in Control as provided above,
no subsequent event or condition shall constitute a Change in Control for purposes of this Agreement, with the result that there
can be no more than one Change in Control hereunder.


 




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"Code" shall mean the Internal
Revenue Code of 1986, as amended.


 


"Company" shall mean, subject
to Section 4.1(a), SeaChange International, Inc., a Delaware corporation.


 


"Covered Termination" shall mean
if, within the one-year period immediately following a Change in Control, the Executive (i) is terminated by the Employer without
Cause (other than on account of death or Disability), or (ii) terminates the Executive's employment with the Employer for Good
Reason. The Executive shall not be deemed to have terminated for purposes of this Agreement merely because he or she ceases to
be employed by the Employer and becomes employed by a new employer involved in the Change in Control; provided that such new employer
shall be bound by this Agreement as if it were the Employer hereunder with respect to the Executive. It is expressly understood
that no Covered Termination shall be deemed to have occurred merely because, upon the occurrence of a Change in Control, the Executive
ceases to be employed by the Employer and does not become employed by a successor to the Employer after the Change in Control if
the successor makes an offer to employ the Executive on terms and conditions which, if imposed by the Employer, would not give
the Executive a basis on which to terminate employment for Good Reason.


 


"Date of Termination" shall mean
the date on which a Covered Termination occurs.


 


"Disability" shall mean the occurrence
after a Change in Control of the incapacity of the Executive due to physical or mental illness, whereby the Executive shall have
been absent from the full-time performance of the Executive's duties with the Employer for six consecutive months or, in any one
year period, for an aggregate of six months.


 


"Employer" shall mean the Company
(if and for so long as the Executive is employed thereby) and each Subsidiary which may now or hereafter employ the Executive or,
where the context so requires, the Company and such Subsidiaries collectively. A subsidiary which ceases to be, directly or indirectly,
through one or more intermediaries, controlling, controlled by or under common control with the Company prior to a Change in Control
(other than in connection with and as an integral part of a series of transactions resulting in a Change in Control) shall, automatically
and without any further action, cease to be (or be part of) the Employer for purposes hereof.


 


"Good Reason" shall mean, without
the express written consent of the Executive, the occurrence after a Change in Control of any of the following circumstances, unless
such circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination given in respect
thereof:


 


(i) the material reduction of
the Executive's title, or the reduction of the Executive's authority, duties or responsibilities, or the assignment to the Executive
of any duties inconsistent with Executive's position, authority, duties or responsibilities from those in effect immediately prior
to the Change in Control;


 


(ii) a reduction in the Executive's
Base Salary as in effect immediately before the Change in Control;


 




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(iii) a material reduction in
the Executive's aggregate compensation opportunity, comprised only of the Executive's (A) Base Salary, and (B) bonus opportunity
(taking into account, without limitation, any target, minimum and maximum amounts payable and the attainability and otherwise the
reasonableness of any performance hurdles, goals and other measures), if any;


 


(iv) the Company's requiring the
Executive to be based at any office or location more than 75 miles from that location at which the Executive performed Executive's
services immediately prior to the occurrence of a Change in Control, except for travel reasonably required in the performance of
the Executive's responsibilities;


 


(v) the failure of the Company
to obtain a reasonable agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 4.1(a);


 


(vi) the failure of the Company
to pay the Executive any amounts due hereunder; or


 


(vii) any other material breach
by the Company of this Agreement.


 


"Notice of Termination" shall
mean a notice given by the Employer or Executive, as applicable, which shall indicate the date of termination and the specific
termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executive's employment under the provisions so indicated.


 


"Person" shall have the meaning
ascribed thereto by Section 3(a)(9) of the Securities Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof (except
that such term shall not include (i) the Company or any of its Subsidiaries, (ii) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its Subsidiaries, (iii) an underwriter temporarily holding securities pursuant
to an offering of such securities, (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially
the same proportion as their ownership of stock of the Company, or (v) such Executive or any "group" (as such term is
used in Sections 13(d) and 14(d) of the Securities Exchange Act) which includes the Executive).


 


"Securities Exchange Act" shall
mean the Securities Exchange Act of 1934, as amended.


 


"Stock" shall mean the common
stock, $.01 par value, of the Company


 


"Subsidiary" shall mean any entity,
directly or indirectly, through one or more intermediaries, controlled by the Company.


 




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Section 2


BENEFITS


 


2.1           If
a Change in Control occurs, then:


 


(a) (i) any and all outstanding unvested stock
options and stock appreciation rights held by the Executive shall immediately prior to the Change in Control automatically vest
and become immediately exercisable in accordance with their terms, and (ii) notwithstanding anything to the contrary contained
in clause (i), upon a termination of employment (regardless of the party initiating the termination, for any reason or no reason),
all stock options and stock appreciation rights held by the Executive shall be exercisable for the lesser of (A) the remainder
of the generally applicable term of the stock options or stock appreciation rights, which is measured from the date of grant thereof,
and (B) three years from the date of such termination; provided that nothing in this Section 2.1(a) shall reduce or otherwise adversely
affect the rights under such stock options and stock appreciation rights that the Executive would have without regard to this Section
2.1(a); and


 


(b) any and all restricted stock and restricted
stock rights then held by the Executive shall immediately prior to the Change in Control fully vest and become immediately transferable
free of restrictions, other than restrictions imposed by applicable law.


 


2.2           If
a Covered Termination occurs, then (subject to the provisions of Section 2.3(b)) the Executive shall be entitled hereunder
to the following:


 


(a) the Company shall pay to the Executive
an amount equal to the sum of twelve (12) months of (i) the Executive's Base Salary and (ii) the Executive's Annual Bonus;


 


(b) for a period of one (1) year after
such termination, the Employer shall arrange to make available to the Executive medical, dental, group life that are at least at
a level (and cost to the Executive) that is substantially similar in the aggregate to the level of such benefits which was available
to the Executive immediately prior to the Change in Control;


 


(c) the Employer shall provide the Executive
with outplacement service through a bona fide outplacement organization reasonably acceptable to the Executive that agrees to supply
the Executive with outplacement counseling, a private office and administrative support including telephone service until the earlier
of one year from the Date of Termination or until such time that Executive secures employment;


 


(d) the Company shall pay for the Executive
to receive financial planning services for which the Company pays not more than $5,000; and


 


(e) the Company shall provide the Executive
with a payment for any accrued but unused vacation.


 


2.3           (a)
The payments provided for in Section 2.2 shall (except as otherwise expressly provided therein or as provided in Section 2.3(b)
or Section 2.4(b), or as otherwise expressly provided hereunder) be made on the business day coinciding with or next following
the 30th day following the Date of Termination (the “Payment Date”).


 


Notwithstanding any other provision
of this Agreement, if the Executive is a “specified employee” as defined in Section 409A of the Code, any payment under
this Agreement that would constitute deferred compensation for purposes of Section 409A of the Code that is payable on account
of the Executive’s separation from service shall be made in accordance with Section 2.4(b) hereof.


 




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(b) Notwithstanding any other provision
of this Agreement to the contrary, no payment or benefit otherwise provided for under or by virtue of the foregoing provisions
of this Agreement shall be paid or otherwise made available unless, on or before the Payment Date, the Executive has executed and
not revoked a valid, binding and irrevocable general release of claims in favor of the Employer, in form and substance reasonably
acceptable to the Employer. The failure by the Executive to timely deliver (and not revoke) a valid and binding release shall result
in the forfeiture of all payments and benefits under this Agreement.


 


2.4 The Company and the Executive acknowledge
and agree that the provisions for payments and benefits or reimbursements in Sections 2.2 and 3.1 of this Agreement (the “Deferred
Compensation”) may constitute a “nonqualified deferred compensation plan” that is subject to Section 409A. The
Company and the Executive intend to administer the Deferred Compensation in a manner that at all times is either exempt from or
complies in form and operation with the applicable limitations and standards of Section 409A. Therefore, notwithstanding anything
else contained herein, the following limitations are expressly imposed with respect to the Deferred Compensation.


 


(a) The Executive’s entitlement to receive
or begin receiving payment of the Deferred Compensation is conditioned upon the Executive’s separation from service. For
this purpose, the Executive shall have separated from service if and only if his level of services to the Company and its affiliates
decreases and is expected to remain at a level equal to twenty percent (20%) or less of the average level of services performed
by the Executive during the immediately preceding 36-month period.


 


(b) If the Executive is a “specified
employee” as defined in Section 409A with respect to the Company upon his separation from service, then any payment required
hereunder, to the extent such payment would constitute deferred compensation for purposes of Section 409A that is payable on account
of the Executive’s separation from service, shall be deferred and shall not be paid to the Executive until the date that
is the later of (1) the date such payment is due under the terms of this Agreement, or (2) 6 months and 1 day following the date
of the Executive’s separation from service.


 


(c) It is intended that each installment,
if any of the payments and benefits constituting Deferred Compensation shall be treated as a separate “payment” for
purposes of Section 409A. Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any
such payments or benefits except to the extent specifically permitted or required by Section 409A.


 




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(d) All reimbursements and in-kind benefits
provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent
that such reimbursements or in-kind benefits are subject to Section 409A. All expenses or other reimbursements that are taxable
income to the Executive shall in no event be paid later than the last day of the second taxable year following the taxable year
in which the Executive separated from service. With regard to any provision herein for reimbursement of costs and expenses or in-kind
benefits, except as permitted by Section 409A, the right to reimbursement or in-kind benefits shall not be subject to liquidation
or exchange for another benefit, the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable
year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided
that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b)
of the Internal Revenue Code solely because such expenses are subject to a limit related to the period the arrangement is in effect
and such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which
the expense was incurred.


 


Section 3


PARACHUTE TAX PROVISIONS


 


3.1           If
all, or any portion, of the payments and benefits provided under this Agreement, if any, either alone or together with other payments
and benefits which the Executive receives or is entitled to receive from the Company or its affiliates, (the “Total Payments”)
would constitute an excess "parachute payment" within the meaning of Section 280G of the Code (whether or not under an
existing plan, arrangement or other agreement) and would result in the imposition on the Executive of an excise tax under Section
4999 of the Code (the “Excise Tax”), then the Executive shall be paid or provided, as the case may be, the Total Payments
unless the after-tax amount that would be retained by the Executive (after taking into account any and all applicable federal,
state and local excise, income or other taxes payable by the Executive, including the Excise Tax) is less than the after-tax amount
that would be retained by the Executive (after taking into account any and all applicable federal, state and local excise, income
or other taxes payable by the Executive, including the Excise Tax) if the Executive were instead to be paid or provided, as the
case may be, the maximum amount of the Total Payments that the Executive could receive without being subject to the Excise Tax
(the “Reduced Payments”), in which case the Executive shall be entitled only to the Reduced Payments.


 


3.2           Except
as may otherwise be agreed to by the Company and the Executive, the amount or amounts (if any) payable under this Section 3 shall
be determined, at the sole cost of the Company, by the Company's independent auditors (who served in such capacity immediately
prior to the Change in Control), whose determination or determinations shall be final and binding on all parties. The Executive
hereby agrees to utilize such determination or determinations, as applicable, in filing all of the Executive's tax returns with
respect to the excise tax imposed by Section 4999 of the Code. If such independent auditors refuse to make the required determinations,
then such determinations shall be made by a comparable independent accounting firm of national reputation reasonably selected by
the Company. Notwithstanding any other provision of this Agreement, the Executive hereby agrees to be bound by and comply with
the provisions of this Section 3.2.


 




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Section 4


MISCELLANEOUS


 


4.1           (a)
The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company expressly to assume and agree to perform under the terms of this Agreement
in the same manner and to the same extent that the Company and its affiliates would be required to perform it if no such succession
had taken place (provided that such a requirement to perform which arises by operation of law shall be deemed to satisfy the requirements
for such an express assumption and agreement), and in such event the Company (as constituted prior to such succession) shall have
no further obligation under or with respect to this Agreement. Failure of the Company to obtain such assumption and agreement with
respect to the Executive prior to the effectiveness of any such succession shall be a breach of the terms of this Agreement with
respect to the Executive and shall entitle the Executive to compensation from the Employer (as constituted prior to such succession)
in the same amount and on the same terms as the Executive would be entitled to hereunder were the Executive's employment terminated
for Good Reason following a Change in Control, except that for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Company" shall mean
the Company as hereinbefore defined and any successor to its business or assets as aforesaid which assumes and agrees (or is otherwise
required) to perform this Agreement. Nothing in this Section 4.1(a) shall be deemed to cause any event or condition which would
otherwise constitute a Change in Control not to constitute a Change in Control.


 


(b) Notwithstanding Section 4.1(a), the
Company shall remain liable to the Executive upon a Covered Termination after a Change in Control if the Executive is not offered
continuing employment by a successor to the Employer on a basis which would not constitute a termination for Good Reason.


 


(c) This Agreement, and the Executive's
and the Company's rights and obligations hereunder, may not be assigned by the Executive or, except as provided in Section 4.1(a),
the Company, respectively; any purported assignment by the Executive or the Company in violation hereof shall be null and void.


 


(d) The terms of this Agreement shall inure
to the benefit of and be enforceable by the personal or legal representatives, executors, administrators, permitted successors,
heirs, distributees, devisees and legatees of the Executive. If the Executive shall die while an amount would still be payable
to the Executive hereunder if they had continued to live, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to the Executive's devisee, legatee or other designee or, if there is no such designee,
the Executive's estate.


 


4.2           Except
as expressly provided in Section 2.2, the Executive shall not be required to mitigate damages or the amount of any payment or benefit
provided for under this Agreement by seeking other employment or otherwise, nor will any payments or benefits hereunder be subject
to offset in the event the Executive does mitigate.


 


4.3           The
Employer shall pay all reasonable legal fees and expenses incurred in a legal proceeding by the Executive in seeking to obtain
or enforce any right or benefit provided by this Agreement. Such payments are to be made within twenty days after the Executive's
request for payment accompanied with such evidence of fees and expenses incurred as the Employer reasonably may require; provided
that if the Executive institutes a proceeding and the judge or other decision-maker presiding over the proceeding affirmatively
finds that the Executive has failed to prevail substantially, the Executive shall pay Executive's own costs and expenses (and,
if applicable, return any amounts theretofore paid on the Executive's behalf under this Section 4.3).


 




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4.4           For
the purposes of this Agreement, notice and all other communications provided for in this Agreement shall be in writing and shall
be deemed to have been duly given when hand delivered or mailed by United States certified or registered express mail, return receipt
requested, postage prepaid, if to the Executive, addressed to the Executive at his or her respective address on file with the Company;
if to the Company, addressed to SeaChange International, Inc., 50 Nagog Park, Acton, MA 01720, and directed to the attention of
its Chief Financial Officer; if to the Board, addressed to the Board of Directors, c/o 50 Nagog Park, Acton, MA 01720, and directed
to the Company's Chief Financial Officer; or to such other address as any party may have furnished to the others in writing in
accordance herewith, except that notice of change of address shall be effective only upon receipt.


 


4.5           Unless
otherwise determined by the Employer in an applicable plan or arrangement, no amounts payable hereunder upon a Covered Termination
shall be deemed salary or compensation for the purpose of computing benefits under any employee benefit plan or other arrangement
of the Employer for the benefit of its employees.


 


4.6           This
Agreement is the exclusive arrangement with the Executive applicable to payments and benefits in connection with a change in control
of the Company (whether or not a Change in Control), and supersedes any prior arrangements involving the Company or its predecessors
or affiliates relating to changes in control (whether or not Changes in Control). This Agreement shall not limit any right of the
Executive to receive any payments or benefits under an employee benefit or executive compensation plan of the Employer, initially
adopted as of or after the date hereof, which are expressly contingent thereunder upon the occurrence of a change in control (including,
but not limited to, the acceleration of any rights or benefits thereunder); provided that in no event shall the Executive be entitled
to any payment or benefit under this Agreement which duplicates a payment or benefit received or receivable by the Executive under
any severance or similar plan or policy of the Employer, and in any such case the Executive shall only be entitled to receive the
greater of the two payments.


 


4.7           Any
payments hereunder shall be made out of the general assets of the Employer. The Executive shall have the status of general unsecured
creditor of the Employer, and this Agreement constitutes a mere promise by the Employer to make payments under this Agreement in
the future as and to the extent provided herein.


 


4.8           Nothing
in this Agreement shall confer on the Executive any right to continue in the employ of the Employer or interfere in any way (other
than by virtue of requiring payments or benefits as may expressly be provided herein) with the right of the Employer to terminate
the Executive's employment at any time.


 


4.9           The
Employer shall be entitled to withhold from any payments or deemed payments any amount of tax withholding required by law.


 


4.10         Any
controversy or claim arising out of or relating to this Agreement or the breach of this Agreement that is not resolved by the Employer
and the Executive shall be submitted to arbitration in Boston, Massachusetts, in accordance with Massachusetts law and the procedures
of the American Arbitration Association. The determination of the arbitrator(s) shall be conclusive and binding on the Employer
and Executive and judgment may be entered on the arbitrator(s)' award in any court having jurisdiction.


 




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4.11         This
Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument
signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising
any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any
such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or
further exercise thereof or the exercise of any other such right, power or privilege.


 


4.12         The
invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement which shall remain in full force and effect.


 


4.13         The
use of captions in this Agreement is for convenience. The captions are not intended to and do not provide substantive rights.


 


4.14         THIS
AGREEMENT SHALL BE CONSTRUED, ADMINISTERED AND ENFORCED ACCORDING TO THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAW, EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW.


 


IN WITNESS WHEREOF, the parties hereto
have signed their names, effective as of the date first above written.


 


	 	SEACHANGE INTERNATIONAL, INC.
	 	 	 
	 	By:	  /s/ Raghu Rau	 
	 	Name:  Raghu Rau	 
	 	Title:  Chief Executive Officer	 
	 	 	 
	 	EXECUTIVE:	 
	 	 	 
	 	/s/ Anthony Dias	 
	 	Name:  Anthony Dias	 
	 	 	 	 


 




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