TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 14th, 2019 • Altai Capital Management, L.P. • Services-prepackaged software • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 12, 2019, is entered into by and among Eagle Parent Holdings, LLC, a Delaware limited liability company (“Parent”), Chicago Merger Sub, Inc., a Delaware corporation (“Purchaser”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”). Capitalized terms used in this Agreement and not defined have the meaning given to such terms in the Merger Agreement (as defined below).
FORM OF NOMINEE AGREEMENTNominee Agreement • January 18th, 2019 • Altai Capital Management, L.P. • Services-prepackaged software
You agree that you are willing, should we so elect, to become a member of a slate of nominees (the “Slate”) to be proposed by Altai Capital Management, L.P. or an affiliate thereof (the “Nominating Person”), to stand for election as a director of Amber Road, Inc., a Delaware corporation (the “Company”), in connection with a proxy solicitation (the “Proxy Solicitation”) to be conducted by the undersigned and certain other parties, or appointment or election by other means. You further agree to serve as a director of the Company if so elected or appointed. [If we elect to commence a Proxy Solicitation and include you as a member of the Slate, the undersigned agrees, on behalf of itself and its affiliates, to pay you a one-time fee of $25,000 promptly following the date that the Nominating Party submits a letter to the Secretary of the Company nominating you to stand for election as a director of the Company at the 2019 annual meeting of stockholders (including any adjournment or postpone
JOINT FILING AGREEMENTJoint Filing Agreement • January 18th, 2019 • Altai Capital Management, L.P. • Services-prepackaged software
The undersigned hereby agree that the foregoing statement on Schedule 13D with respect to the common stock of Amber Road, Inc. is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended.
