13D Filing: Altai Capital and Amber Road Inc. (AMBR)

(a) This Schedule 13D is filed by: (i) Altai
Capital Management, L.P., a Delaware limited partnership registered as an investment adviser with the U.S. Securities and Exchange
Commission (“Investment Manager”); (ii) Altai Capital Management, LLC, a Delaware limited liability company
(“IMGP”); and (iii) Mr. Rishi Bajaj.

Each of the foregoing is referred to as a “Reporting
Person” and collectively as, the “Reporting Persons.” Accordingly, the Reporting Persons are hereby
filing this joint Schedule 13D.

This Schedule 13D relates to the
Common Stock held for the account of Altai Capital Osprey, LLC, a Delaware limited liability company
(“Osprey”). Investment Manager serves as investment manager to Osprey. Each of Investment Manager, IMGP and Mr. Bajaj may be deemed to have voting and dispositive power over the
Common Stock held for the account of Osprey. The filing of this statement
shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for
purposes of Section 13 of the Securities Act of 1934, as amended, or otherwise.