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

The Reporting Persons and their
representatives have, from time to time, engaged in, and expect to continue to engage in, discussions with members of management
and the board of directors of the Issuer (the “Board”), other current or prospective shareholders, industry
analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and
other third parties regarding a variety of matters relating to the Issuer, which may include, among other things, the Issuer’s
business, management, capital structure and allocation, corporate governance, Board composition and strategic alternatives and
direction, and may take other steps seeking to bring about changes to increase shareholder value as well as pursue other plans
or proposals that relate to or could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D. The
Reporting Persons intend to engage in discussions related to the unsolicited offer by E2open, LLC and Insight Venture Partners
(the “Offerors”) to acquire all of the outstanding shares of Common Stock that the Offerors do not already
own for $10.50 per share in cash.

The Reporting Persons intend to review their
investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any
discussions referenced above, the Issuer’s financial position, results and strategic direction, actions taken by the Issuer’s
management and the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons,
conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take
such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, exchanging
information with the Issuer pursuant to appropriate confidentiality or similar agreements; proposing changes in the Issuer’s
operations, governance or capitalization; acquiring additional Common Stock and/or other equity, debt, notes, instruments or other
securities of the Issuer (collectively, “Securities”) or disposing of some or all of the Securities beneficially
owned by them, in public market or privately negotiated transactions; entering into financial instruments or other agreements that
increase or decrease the Reporting Persons’ economic exposure with respect to their investment in the Issuer and/or otherwise
changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.