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 • March 5th, 2014 • Amber Road, Inc. • Services-prepackaged software • New Jersey
This Employment Agreement (the “Agreement”) is entered into on March 3, 2014, by and between AMBER ROAD, INC., a Delaware corporation (the “Company”), and JAMES W. PREUNINGER (the “Executive”).
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).
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”).
