WARRANT TO PURCHASE STOCKWarrant Agreement • April 16th, 2010 • Tangoe Inc • Delaware
THIS WARRANT CERTIFIES THAT, for value received, receipt of which is hereby acknowledged, ORIX Venture Finance LLC (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the Class of Stock (the “Shares”) of Tangoe, Inc., a Delaware corporation (the “Company”), having a principal place of business located at 35 Executive Boulevard, Orange, Connecticut 06477, at the initial exercise price per Share (the “Warrant Price”) set forth above, as constituted on the date hereof and as adjusted pursuant to the other terms of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is being issued pursuant to a Loan and Security Agreement between the Company and Holder dated as of March 9, 2007 (the “Loan Agreement”) (Capitalized terms used herein, which are not defined, shall have the meanings set forth in the Loan Agreement.)
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 16th, 2010 • Tangoe Inc • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of , 20 between Tangoe, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”), designated by (“[Fund]”) to serve as a director of the Company.
AGREEMENT OF LEASELease Agreement • April 16th, 2010 • Tangoe Inc • New Jersey
In addition to other terms elsewhere defined in this Lease, the following terms whenever used in this Lease should have only the meanings set forth in this section, unless such meanings are expressly modified, limited or expanded elsewhere herein.
LEASE AGREEMENT Between Met 10A-98, Ltd., a Texas limited partnership as Landlord, and Tangoe, Inc., as Tenant, Covering approximately 21,600 gross square feet of the Building known (or to be known) as Metric 10W located atLease Agreement • April 16th, 2010 • Tangoe Inc • Texas
THIS LEASE AGREEMENT is made and entered into by and between Met 10A-98, Ltd., a Texas limited partnership, hereinafter referred to as “Landlord,” and Tangoe, Inc., hereinafter referred to as “Tenant”.
Stock Option Award AgreementStock Option Award Agreement • April 16th, 2010 • Tangoe Inc • Delaware
You (the “Participant”) are hereby awarded the following stock option (the “Option”) to purchase Shares of Tangoe, Inc. (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement”) and in the Tangoe, Inc. 2005 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit B. You should carefully review the Plan, and consult with your personal financial advisor, before exercising this Option.
AGREEMENT AND PLAN OF MERGERMerger Agreement • April 16th, 2010 • Tangoe Inc • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of March 1, 2007, by and among: Traq Wireless, Inc., a Delaware corporation (“Traq”); Tangoe, Inc., a Delaware corporation (“Tangoe”); and Orange Acquisition Corp., a wholly owned subsidiary of Tangoe and a Delaware corporation (“Merger Sub”).
LEASE OF IMPROVED PROPERTYLease of Improved Property • April 16th, 2010 • Tangoe Inc
This Lease made and entered into this 15th day of May, 2005 between Baker Properties Limited Partnership, having its office and principal place of business in Pleasantville, New York, herein after referred to as “Lessor” and Tangoe, Inc., a Corporation, organized and existing under the laws of the State of Delaware, having an office and a place of business in New Haven, Connecticut 06511, hereinafter referred to as “Lessee”.
LEASELease Agreement • April 16th, 2010 • Tangoe Inc • New York
Loan and Security AgreementLoan and Security Agreement • April 16th, 2010 • Tangoe Inc • Delaware
This Loan and Security Agreement is entered into on the above date between ORIX Venture Finance LLC, a Delaware limited liability company (“ORIX”), with an address at 245 Park Avenue, 19th Floor, New York, New York 10167 and the borrowers named above (hereinafter, jointly and severally, individually and collectively, “Borrower”), whose respective chief executive offices are located at the above addresses (“Borrower’s Address”). The Schedule to this Loan and Security Agreement being signed concurrently (the “Schedule”) is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
Stock Option Award AgreementStock Option Award Agreement • April 16th, 2010 • Tangoe Inc • Delaware
You (the “Participant”) are hereby awarded the following stock option (the “Option”) to purchase Shares of Tangoe, Inc. (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement”) and in the Tangoe, Inc. Amended and Restated Executive Stock Option/Stock Issuance Plan (the “Plan”), which is attached hereto as Exhibit B. You should carefully review the Plan, and consult with your personal financial advisor, before exercising this Option.
Stock Option Award AgreementEmployee Stock Option/Stock Issuance Plan • April 16th, 2010 • Tangoe Inc • Delaware
You (the “Participant”) are hereby awarded the following stock option (the “Option”) to purchase Shares of Tangoe, Inc. (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement”) and in the Tangoe, Inc. Amended and Restated Employee Stock Option/Stock Issuance Plan (the “Plan”), which is attached hereto as Exhibit B. You should carefully review the Plan, and consult with your personal financial advisor, before exercising this Option.
WARRANT TO PURCHASE STOCKWarrant Agreement • April 16th, 2010 • Tangoe Inc • Delaware
THIS WARRANT CERTIFIES THAT, for value received, receipt of which is hereby acknowledged, ORIX Venture Finance LLC (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the Class of Stock (the “Shares”) of Tangoe, Inc., a Delaware corporation (the “Company”), having a principal place of business located at 35 Executive Boulevard, Orange, Connecticut 06477, at the initial exercise price per Share (the “Warrant Price”) set forth above, as constituted on the date hereof and as adjusted pursuant to the other terms of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is being issued pursuant to a First Amendment to Loan and Security Agreement between the Company and Holder dated as of July 28, 2008 (the “Loan Agreement”) (Capitalized terms used herein, which are not defined, shall have the meanings set forth in the Loan Agreement.)
AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • April 16th, 2010 • Tangoe Inc • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of ,20 between Tangoe, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
ASSET PURCHASE AGREEMENT AMONG INFORMATION STRATEGIES GROUP, INC., BILLINGIT.COM, INC. THE STOCKHOLDER(S) OF SELLERS LISTED ON SCHEDULE 1 TO THIS AGREEMENT AND TANGOE, INC. Dated as of July 2, 2008Asset Purchase Agreement • April 16th, 2010 • Tangoe Inc • Connecticut
This ASSET PURCHASE AGREEMENT (the “Agreement”) is executed as of July 2, 2008, by and among INFORMATION STRATEGIES GROUP, INC., a corporation incorporated under the laws of the State of New Jersey (“ISG”), BILLINGIT.COM, INC., a corporation incorporated under the laws of the State of New York (“BiilingIT” and together with ISG, each a “Seller” and collectively “Sellers”) THE STOCKHOLDER(S) OF SELLERS LISTED ON SCHEDULE 1 TO THIS AGREEMENT (the “Stockholders” and collectively with Sellers, each a “Seller Party” and collectively, the “Seller Parties”) and TANGOE, INC., a corporation incorporated under the laws of the State of Delaware (“Buyer”) (collectively, the “parties”).
ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENTAssignment and Assumption of Lease Agreement • April 16th, 2010 • Tangoe Inc • Massachusetts
THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (this “Agreement”) is made as of this 23rd day of December, 2008, by and between INTERNODED, INC., a Delaware corporation (“Assignor”), TANGOE, INC., a Delaware corporation (“Assignee”), and 1440 MAIN STREET LLC, a Massachusetts limited liability company (“Landlord”).
ContractWarrant Agreement • April 16th, 2010 • Tangoe Inc • Connecticut
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), NOR UNDER ANY STATE SECURITIES LAWS AND SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNTIL (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED, OR TRANSFERRED (COLLECTIVELY A “TRANSFER”) WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (3) TRANSFERRED PURSUANT TO RULE 144 IN ACCORDANCE WITH SECTION 5.3 OF THIS WARRANT.
