THE FOREGOING), OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO HEREBY (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
PARAGRAPH.
[Signature pages follow.]
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of
the date first above written.
AMBER ROAD, INC.,
as the Borrower
By: /s/THOMAS CONWAY
Name: Thomas Conway
Title: Chief Financial Officer
KEYBANK NATIONAL ASSOCIATION,
as the Lender and LC Issuer
By: /s/ GEOFF SMITH
Name: Geoff Smith
Title: Senior Vice President