0001193125-15-081012 Sample Contracts

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, 2015

Merger Agreement • March 6th, 2015 • Amber Road, Inc. • Services-prepackaged software • Delaware

• Contract Type
  Merger Agreement
• Filed
  March 6th, 2015
• Company
  Amber Road, Inc.
• Industry
  Services-prepackaged software
• Jurisdiction
  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.

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 Loan

Credit Agreement • March 6th, 2015 • Amber Road, Inc. • Services-prepackaged software • New York

• Contract Type
  Credit Agreement
• Filed
  March 6th, 2015
• Company
  Amber Road, Inc.
• Industry
  Services-prepackaged software
• Jurisdiction
  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”).