Amber Road Inc. (AMBR): Discovery Group Further Lowers Its Stake

Page 7 of 9 – SEC Filing

Discovery Group is the
sole general partner of Discovery Equity Partners.  Messrs. Donoghue and Murphy are the sole managing members of Discovery
Group.  As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership
of all of the shares of Common Stock owned by Discovery Equity Partners.

The transactions in Common Stock effected by the Reporting Persons
since those reported in the Schedule 13D filed by the Reporting Persons on September 6, 2016 are set out in Exhibit 1 hereto.

The Reporting Persons ceased to be beneficial owners of more
than five percent of the Common Stock on September 23, 2016.

No person other than Discovery
Equity Partners
is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended to read in its
entirety as follows:

There are no contracts,
arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other
person with respect to any securities of the Company other than the governing documents of Discovery Group and Discovery Equity
Partners, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreements of the
Reporting Persons
with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with
respect to this Amendment No. 5 included as Exhibit 2 to this Amendment No. 5, and the Powers of Attorney granted by Messrs.
Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of
Attorney are included as Exhibit 3 and Exhibit 4, respectively, to this Amendment No. 5.

Item 7. Material to Be Filed as Exhibits

Exhibit 1:            List
of transactions effected by the Reporting Persons in the Company’s Common Stock since those reported in the Schedule 13D
filed by the Reporting Persons on September 6, 2016.

Exhibit 2:            Joint
Filing Agreement dated as of September 26, 2016, by and among Discovery Equity Partners;
Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.

Exhibit 3:            Power
of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.

Exhibit 4:            Power
of Attorney of Michael R. Murphy, dated as of April 28, 2008.

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