TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 23rd, 2019 • Chicago Merger Sub, Inc. • 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).
c/o Elliott Management Corporation New York, NY 10019 May 12, 2019Chicago Merger Sub, Inc. • June 3rd, 2019 • Services-prepackaged software • Delaware
This letter agreement sets forth the commitment of the parties set forth on the signature pages hereto as the “Investors” (collectively, the “Investors” and each an “Investor”), on the terms and subject to the conditions contained herein, to purchase, directly or indirectly through one or more intermediate entities, equity interests in Eagle Parent Holdings, LLC, a Delaware limited liability company (“Parent”). It is contemplated that Chicago Merger Sub, Inc., a newly-formed Delaware corporation that is an indirectly wholly-owned subsidiary of Parent (“Purchaser”), will commence a tender offer (the “Offer”) to purchase all of the outstanding shares of common stock, $0.001 par value per share, of Amber Road, Inc., a Delaware corporation (the “Company”), and following completion of the Offer, Purchaser will merge with and into the Company (the “Merger”), with the Company being the surviving corporation, pursuant to the terms of an Agreement and Plan of Merger, dated as of the date hereof
c/o Insight Venture Partners, LLC New York, NY 10036 May 12, 2019Chicago Merger Sub, Inc. • June 3rd, 2019 • Services-prepackaged software • Delaware
This letter agreement sets forth the commitment of the parties set forth on the signature pages hereto as the “Investors” (collectively, the “Investors” and each an “Investor”), on the terms and subject to the conditions contained herein, to purchase, directly or indirectly through one or more intermediate entities, equity interests in Eagle Parent Holdings, LLC, a Delaware limited liability company (“Parent”). It is contemplated that Chicago Merger Sub, Inc., a newly-formed Delaware corporation that is an indirectly wholly-owned subsidiary of Parent (“Purchaser”), will commence a tender offer (the “Offer”) to purchase all of the outstanding shares of common stock, $0.001 par value per share, of Amber Road, Inc., a Delaware corporation (the “Company”), and following completion of the Offer, Purchaser will merge with and into the Company (the “Merger”), with the Company being the surviving corporation, pursuant to the terms of an Agreement and Plan of Merger, dated as of the date hereof
JOINDER AGREEMENTJoinder Agreement • June 3rd, 2019 • Chicago Merger Sub, Inc. • Services-prepackaged software
This Joinder Agreement (the “Joinder”) is made, executed and delivered by each of Insight Venture Management, LLC (with its Affiliates, “Insight”) and Elliott Management Corporation (“Elliott”) as of April 30, 2019.
NONDISCLOSURE AND STANDSTILL AGREEMENTNondisclosure and Standstill Agreement • June 3rd, 2019 • Chicago Merger Sub, Inc. • Services-prepackaged software • Delaware
This NONDISCLOSURE AND STANDSTILL AGREEMENT is effective as of April 24, 2019 between E2open, LLC, a Delaware limited liability company with offices located at 9600 Great Hills Trail, Suite 300E, Austin, TX 78759 (“E2open”), and Amber Road, Inc., a Delaware corporation with offices located at One Meadowlands Plaza, East Rutherford, New Jersey 07073 (the “Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • May 23rd, 2019 • Chicago Merger Sub, Inc. • Services-prepackaged software
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
