INDEMNIFICATION AGREEMENTIndemnification Agreement • February 10th, 2014 • Amber Road, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”), dated as of [DATE], is by and between Amber Road, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among EAGLE PARENT HOLDINGS, LLC CHICAGO MERGER SUB, INC. AMBER ROAD, INC. And E2OPEN, LLC, solely for purposes of Section 9.17 Dated as of May 12, 2019Agreement and Plan of Merger • May 13th, 2019 • Amber Road, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 12, 2019 (this “Agreement”), is entered into by and among Eagle Parent Holdings, LLC, a Delaware limited liability company (“Parent”), Chicago Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), Amber Road, Inc., a Delaware corporation (the “Company”), and solely for purposes of Section 9.17, E2open, LLC, a Delaware limited liability company (the “Guarantor”).
Number of Firm Shares] Shares AMBER ROAD, INC. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 2014 • Amber Road, Inc. • Services-prepackaged software • New York
Amber Road, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”), and certain stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) severally propose to sell to the several Underwriters, an aggregate of [ ] shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”), of which [ ] shares are to be issued and sold by the Company and [ ] shares are to be sold by the Selling Stockholders in the respective amounts set forth opposite their respective names in Schedule II hereto. The Company and the Selling Stockholders also propose to sell to the several Underwriters, at the option of the Underwriters, up to an additional [ ] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the
EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2016 • Amber Road, Inc. • Services-prepackaged software • New Jersey
This Employment Agreement (the “Agreement”) is entered into as of March __, 2016 (the “Effective Date”), by and between AMBER ROAD, INC., a Delaware corporation (the “Company”), and JAMES W. PREUNINGER (the “Executive”).
AMBER ROAD, INC. 2012 OMNIBUS INCENTIVE COMPENSATION PLAN (as amended and restated January 29, 2014)Amber Road, Inc. • February 10th, 2014 • Services-prepackaged software • Delaware
Stock Option AgreementStock Option Agreement • February 10th, 2014 • Amber Road, Inc. • Services-prepackaged software • New Jersey
Stock Option Agreement (the “Agreement”), dated as of [ ] (the “Date of Grant”), between Management Dynamics Inc., a New Jersey corporation (the “Company”), and [ ] (the “Optionee”). This Agreement is pursuant to the terms of the Company’s 2002 Stock Option Plan, as amended (the “Plan”). The applicable terms of the Plan are incorporated herein by reference, including the definition of terms contained in the Plan (unless any such term is otherwise defined herein).
MERGER AGREEMENT AMONG ECVISION (INTERNATIONAL) INC., PROJECT 20/20 ACQUISITION CORP., AMBER ROAD, INC. AND FORTIS ADVISORS LLC, AS THE SHAREHOLDERS’ REPRESENTATIVE Dated as of March 2, 2015Merger Agreement • March 6th, 2015 • Amber Road, Inc. • Services-prepackaged software • Delaware
This MERGER AGREEMENT (“Agreement”) is made and entered into as of March 2, 2015 by and among ecVision (International) Inc., a Cayman Islands exempted company (the “Company”), Project 20/20 Acquisition Corp., a Cayman Islands exempted company (“Sub”), Amber Road, Inc., a Delaware corporation (“Parent”), and Fortis Advisors LLC, a Delaware limited liability company, as the Shareholders’ Representative (the “Shareholders’ Representative”). Certain capitalized terms used herein are defined in Section 9.03 hereof.
Non-Employee Director Restricted Stock Units Award AgreementRestricted Stock Units Award Agreement • March 13th, 2015 • Amber Road, Inc. • Services-prepackaged software • Delaware
This Restricted Stock Units Award Agreement (the "Award Agreement") dated as of ______________________ (the "Grant Date") by and between AMBER ROAD, INC. (the "Company") and _____________________________ ("Grantee") memorializes the grant of the number of Restricted Stock Units (the "Units") indicated below under the Company's 2012 Omnibus Incentive Compensation Plan.
AMBER ROAD, INC.Shares Award Agreement • March 5th, 2019 • Amber Road, Inc. • Services-prepackaged software • Delaware
Amber Road, Inc., a Delaware corporation (the “Company”), hereby awards [______________] (the “Grantee”) [_______] performance shares (the “Performance Shares”) as of [_______ ___, 2017 (the “Grant Date”), subject to the terms and conditions set forth in this Performance Shares Award Agreement (the “Award Agreement”) and the Company’s 2012 Omnibus Incentive Compensation Plan.
WARRANT TO PURCHASE STOCKAmber Road, Inc. • February 10th, 2014 • Services-prepackaged software • New Jersey
THIS WARRANT CERTIFIES THAT, for value received, receipt of which is hereby acknowledged, ORIX Venture Finance LLC (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the Class of Stock (the “Shares”) of Management Dynamics Inc. (the “Company”) at the initial exercise price per Share (the “Warrant Price”) set forth above, as constituted on the date hereof and as adjusted pursuant to the other terms of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is being issued pursuant to an Amended and Restated Schedule to Loan and Security Agreement between the Company and Holder dated as of the date hereof, which amends the Schedule to the Loan and Security Agreement between the Company and Holder dated July 6, 2006 (as amended, the “Loan Agreement”) (Capitalized terms used herein, which are not defined, shall have the meanings set forth in the Loan Agreement.)
AMBER ROAD, INC. FORM OF CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 10th, 2014 • Amber Road, Inc. • Services-prepackaged software • New Jersey
This Change in Control Agreement (the “Agreement”) is dated as of , 2014 by and between (“Executive”) and Amber Road, Inc., a Delaware corporation (the “Company”).
CREDIT AGREEMENT dated as of March 4, 2015 Among AMBER ROAD, INC., as Borrower, KEYBANK NATIONAL ASSOCIATION, as Lender. $5,000,000 Revolving Facility $20,000,000 Term LoanCredit Agreement • March 6th, 2015 • Amber Road, Inc. • Services-prepackaged software • New York
THIS CREDIT AGREEMENT (as hereafter amended, supplemented, amended and restated or otherwise modified, this “Agreement”) is entered into as of March 4, 2015 between (i) AMBER ROAD, INC., a Delaware corporation (the “Borrower”) and (ii) KEYBANK NATIONAL ASSOCIATION, as the lender (the “Lender”).
DATA CENTER AND GENERAL SERVICES AGREEMENTCenter and General Services Agreement • February 10th, 2014 • Amber Road, Inc. • Services-prepackaged software • Florida
Agreement Scope. This Agreement, made as of the 1st day of November, 2009 (the “Effective Date”), between FLORIDA TECHNOLOGY MANAGED SERVICES, INC, with principal office at 3728 Philips Highway, Suite 46, Jacksonville, Florida 32207 (“FTMS”), and MANAGEMENT DYNAMICS, INC., with an office located at One Meadowlands Plaza, East Rutherford, NJ 07073, “MDI”, and documents the terms and conditions under which MDI agrees to purchase and FTMS agrees to provide the data center services detailed herein.
OFFICE LEASE at One Meadowlands Plaza East Rutherford, New Jersey 07073 Between METROPOLITAN LIFE INSURANCE COMPANY (LANDLORD) and MANAGEMENT DYNAMICS, INC. (TENANT) DATED: October 5, 1998Office Lease • July 12th, 2013 • Amber Road, Inc. • Services-prepackaged software • New Jersey
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • May 10th, 2018 • Amber Road, Inc. • Services-prepackaged software • New York
This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 6, 2018 between AMBER ROAD, INC., a Delaware corporation (the “Borrower”), and KEYBANK NATIONAL ASSOCIATION (the “Lender”).
SHARE PURCHASE AGREEMENT made and entered into as of September 3, 2013, Among AMBER ROAD HOLDINGS, INC., as the Buyer and AMBER ROAD, INC., SUNRISE INTERNATIONAL LTD., THE SHAREHOLDER REPRESENTATIVE COMMITTEE REFERENCED HEREIN and THE SHAREHOLDERS OF...Share Purchase Agreement • February 10th, 2014 • Amber Road, Inc. • Services-prepackaged software • New Jersey
SHARE PURCHASE AGREEMENT dated as of September 3, 2013 (herein, together with the Schedules and Exhibits attached hereto, referred to as this “Agreement”) among (i) Sunrise International Ltd., a Barbados company (the “Company”), (ii) the shareholders of the Company, all of whom are listed on the signature pages of this Agreement (the “Selling Shareholders”), (iii) Amber Road, Inc., a New Jersey corporation (“Parent”), (iv) Amber Road Holdings, Inc., a Delaware corporation (the “Buyer”) and (v) Lawrence C. Longo and Scott Matthews, acting in each case solely in his capacity as a member of the Shareholder Representative Committee referred to herein. Capitalized terms used in this Agreement are defined throughout this Agreement or are defined or otherwise referenced in Section 8.1 of this Agreement.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • November 9th, 2015 • Amber Road, Inc. • Services-prepackaged software • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of November 5, 2015 between AMBER ROAD, INC., a Delaware corporation (the “Borrower”), and KEYBANK NATIONAL ASSOCIATION (the “Lender”).
LEASE DEEDLease Deed • February 10th, 2014 • Amber Road, Inc. • Services-prepackaged software
M/s. Paliwal Overseas Private Limited, a company incorporated under the Companies Act, 1956, having its registered office at B—14, Greater Kailash—I. New Delhi—110 048, represented herein by its authorized signatory, Mr. Ankur Jain authorized vide a resolution of the board of directors dated December 3, 2008, hereinafter referred to as the “Lessor” which expression shall, unless the context otherwise requires, mean and include its successors in interest and permitted-assigns) of the One Part;
AMBER ROAD, INC. Stock Option Award CertificateStock Option Agreement • March 5th, 2014 • Amber Road, Inc. • Services-prepackaged software • Delaware
Stock Option Agreement (the “Agreement”), dated as of [ ] (the “Date of Grant”), between Amber Road, Inc., a Delaware corporation (the “Company”), and [ ] (the “Grantee”). This Agreement is pursuant to the terms of the Company’s 2012 Omnibus Incentive Compensation Plan, as amended (the “Plan”). The applicable terms of the Plan are incorporated herein by reference, including the definition of terms contained in the Plan (unless any such term is otherwise defined herein).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 10th, 2014 • Amber Road, Inc. • Services-prepackaged software • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 10, 2013 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 505 Fifth Avenue, 11th Floor, New York, New York 10017 (“Bank”), and AMBER ROAD, INC., a New Jersey corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
DEED OF LEASE (w/Base Amounts)Deed of Lease • July 12th, 2013 • Amber Road, Inc. • Services-prepackaged software • Virginia
Access Laws: The Americans With Disabilities Act of 1990 (including the Americans with Disabilities Act Accessibility Guidelines for Building and Facilities) and all other Governmental Requirements relating to the foregoing.
AMENDMENT ONE TO DATA CENTER AND GENERAL SERVICES AGREEMENTCenter and General Services Agreement • July 12th, 2013 • Amber Road, Inc. • Services-prepackaged software
This first Amendment and Addendum (the “Amendment”) made as of November 1, 2012 (the “Effective Date”) by and between AMBER ROAD, (Formerly known as Management Dynamics Incorporated) (“CUSTOMER”), with principal office at One Meadowlands Plaza, East Rutherford, NJ 07073 and FLORIDA TECHNOLOGY MANAGED SERVICES, INC, with principal office at 3728 Philips Highway, Suite 46, Jacksonville, Florida 32207 (“FTMS”) for the purpose of adding to and amending the DATA CENTER AND GENERAL SERVICES AGREEMENT between the aforesaid parties dated November 1, 2009 (the “Agreement”).
AMBER ROAD, INC.Restricted Stock Units Award Agreement • March 5th, 2019 • Amber Road, Inc. • Services-prepackaged software • Delaware
This Restricted Stock Units Award Agreement (the "Award Agreement") dated as of [_______ ___, 2018] (the "Grant Date") by and between Amber Road, Inc. (the "Company") and ___________ ("Grantee") memorializes the grant of the number of Restricted Stock Units (the "Units") indicated below under the Company's 2012 Omnibus Incentive Compensation Plan.
AMENDMENT TWO TO DATA CENTER AND GENERAL SERVICES AGREEMENTCenter and General Services Agreement • November 7th, 2014 • Amber Road, Inc. • Services-prepackaged software
This second Amendment and Addendum (the “Amendment”) made as of November 1, 2014 (the “Effective Date”) by and between AMBER ROAD, INC. (Formerly known as Management Dynamics Inc.) (“CUSTOMER”), with principal office at One Meadowlands Plaza, East Rutherford, NJ 07073 and FLORIDA TECHNOLOGY MANAGED SERVICES, INC, with principal office at 3728 Philips Highway, Suite 46, Jacksonville, Florida 32207 (“FTMS”) for the purpose of adding to and amending the DATA CENTER AND GENERAL SERVICES AGREEMENT between the aforesaid parties dated November 1, 2009 (the “Agreement”).
MANAGEMENT DYNAMICS INC. FOURTH AMENDED & RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 5th, 2014 • Amber Road, Inc. • Services-prepackaged software • New Jersey
THIS FOURTH AMENDED & RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of this 16th day of July 2010, by and among Management Dynamics Inc., a New Jersey corporation (the “Company”), and the entities and persons who are signatories to this Agreement from time to time or a joinder agreement with respect hereto (the “Investors”).
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • March 5th, 2019 • Amber Road, Inc. • Services-prepackaged software • New York
This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 26, 2018, 2018 between AMBER ROAD, INC., a Delaware corporation (the “Borrower”), and KEYBANK NATIONAL ASSOCIATION (the “Lender”).
WAIVER AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 10th, 2014 • Amber Road, Inc. • Services-prepackaged software
This Waiver and First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 30th day of December, 2013, by and between Silicon Valley Bank (“Bank”) and Amber Road, Inc., a New Jersey corporation (“Borrower”) whose address is One Meadowlands Plaza, East Rutherford, New Jersey 07073.
LEASE AGREEMENT BY AND BETWEEN PFRS CROSSROADS CORP. (AS LANDLORD) AND MANAGEMENT DYNAMICS INC. (AS TENANT)Lease Agreement • February 10th, 2014 • Amber Road, Inc. • Services-prepackaged software
THIS LEASE AGREEMENT (the “Lease”) made and entered into as of the 30 day of April, 2010 (the “Effective Date”), by and between PFRS CROSSROADS CORP., a Michigan corporation (“Landlord”), and MANAGEMENT DYNAMICS INC., a New Jersey corporation (“Tenant”).
