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”).
Number of Firm Shares] Shares AMBER ROAD, INC. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 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 [$ ] 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 “S
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).
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”).
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.
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.
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;
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:
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”).
