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

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(d) – (e) During the last five years, no Reporting Person has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Investment Manager is a Delaware limited partnership. IMGP is a Delaware limited liability company. Mr. Bajaj is a citizen of the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The Reporting Persons used approximately $15,280,319
(including brokerage commissions) in the aggregate to purchase the Common Stock for the account of Osprey.

The source of the funds used by Osprey to acquire
the Common Stock reported herein is the working capital available to Osprey and margin borrowings described in the following sentence.
Such shares of Common Stock are held by Osprey in margin accounts, which may extend margin credit to Osprey from time to time,
subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held
in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts
bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held
in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported
herein.

Item 4.  PURPOSE OF THE TRANSACTION
The Reporting Persons acquired the Common Stock
to which this Schedule 13D relates for investment purposes in the ordinary course of business. The Reporting Persons acquired the
Common Stock because they believed that the Common Stock reported herein, when purchased, represented an attractive investment
opportunity.

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