Exhibit
10.20


 


THIS WARRANT AND THE SHARES
ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT
AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR OTHERWISE IN ACCORDANCE
WITH APPLICABLE LAW.


 


WARRANT TO PURCHASE STOCK


 


	
  Company:

  	
  Tangoe, Inc.,
  a Delaware corporation

  
	
  Number
  of Shares:

  	
  168,919,
  subject to adjustment

  
	
  Class of
  Stock:

  	
  Series E
  Convertible Preferred Stock, $.0001 par value

  
	
  Initial
  Exercise Price:

  	
  $0.74
  per share, subject to adjustment

  
	
  Issue
  Date:

  	
  March 9,
  2007

  
	
  Expiration
  Date:

  	
  March 8,
  2014

  



 


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.)


 


ARTICLE 1. SHARES; EXERCISE.


 


1.1          Number of Shares. The number of
Shares initially subject to this Warrant shall initially be the number of
Shares set forth above.


 


1.2          Method of Exercise. Holder may
exercise this Warrant by delivering (including a facsimile transmission) a duly
executed Notice of Exercise in substantially the form attached as Appendix 1 to
the principal office of the Company. Unless Holder is exercising the conversion
right set forth in Section 1.3, Holder shall also deliver to the Company
the aggregate Warrant Price for the Shares being purchased (i) by wire
transfer or by check, or (ii) by notice of cancellation of indebtedness of
the Company to Holder, or (iii) a combination of (i) or (ii).


 


1.3          Conversion Right.  In lieu of exercising this Warrant as
specified in. Section 1.2, Holder may from time to time convert this
Warrant, in whole or in part, into a number of Shares determined by dividing (a) the
aggregate fair market value of the Shares or other securities otherwise
issuable upon the proposed whole or partial exercise of this Warrant minus the
aggregate Warrant Price of such Shares by (b) the fair market value of one
Share. The fair market value of the Shares shall be determined pursuant to Section 1.6
below.


 

















 


1.4          Effective Date of Exercise. This Warrant
shall be deemed to have been exercised immediately prior to the close of
business on the date of its surrender for exercise as provided above. The
person entitled to receive the Shares issuable upon exercise of this Warrant
shall be treated for all purposes as the holder of record of such shares as of
the close of business on the date the Holder is deemed to have exercised this
Warrant.


 


1.5          No Rights of Shareholder. This Warrant
does not entitle Holder to any voting rights as a shareholder of the Company
prior to the exercise hereof. Upon exercise hereof, as set forth herein, the
Holder shall be deemed to be a shareholder of the Company holding the number of
shares as to which this Warrant has been exercised on the date the Notice of Exercise
in substantially the form attached as Appendix 1 has been delivered to the
principal office of the Company with any payment or other documents called for
by the terms hereof.


 


1.6          Fair Market Value. If the Shares
are traded in a public market, the fair market value of the Shares shall be the
closing price of the Shares (or the closing price of the Company’s stock into
which the Shares are convertible) reported for the business day immediately
before Holder delivers its Notice of Exercise to the Company. If the Shares are
not traded in a public market, the Board of Directors of the Company shall
determine fair market value in its reasonable good faith judgment. The
foregoing notwithstanding, if Holder advises the Board of Directors in writing
that Holder disagrees with such determination, then the Company and Holder
shall promptly agree upon a reputable investment banking firm to undertake such
valuation. If the Company and Holder are unable to agree on such investment
banking firm, then the Holder shall select three reputable investment banking
firms, and from those three firms the Company shall select one to undertake
such valuation. If the valuation of such investment banking firm is greater
than that determined by the Board of Directors, then all fees and expenses of
such investment banking firm shall be paid by the Company. In all other
circumstances, such fees and expenses shall be paid by Holder.


 


1.7          Delivery of Certificate and
New Warrant. Promptly after Holder exercises or converts this
Warrant, the Company shall deliver to Holder certificates for the Shares
acquired and, if this Warrant has not been folly exercised or converted and has
not expired, a new Warrant representing the Shares not so acquired shall be
delivered to Holder.


 


1.8          Replacement of Warrants. On receipt of
an affidavit of an officer of the Holder of the loss, theft, destruction or
mutilation of this Warrant and, in the case of loss, theft or destruction, on
delivery of an indemnity agreement reasonably satisfactory in form and amount
to the Company or, in the case of mutilation, on surrender and cancellation of
this Warrant, the Company at its expense shall execute and deliver, in lieu of
this Warrant, a new warrant of like tenor.


 


1.9          Acquisition of the Company. Upon the
closing of any Acquisition the successor entity shall assume the obligations of
this Warrant, and this Warrant shall be exercisable for the same securities,
cash, and property as would be payable for the Shares issuable upon exercise of
the unexercised portion of this Warrant as if such Shares were outstanding on
the record date for the Acquisition and subsequent closing. The Warrant Price
shall be adjusted accordingly. As used herein, “Acquisition” means any sale,
license, or other disposition of all or substantially all of the assets of the
Company, or any reorganization, sale of stock, consolidation, or merger of the 


 

















 


Company
in which the holders of the Company’s voting securities before the transaction
(for such purpose treating all outstanding options and warrants to purchase
voting securities of the Company as having been exercised and treating all
outstanding debt and equity securities convertible into voting securities of
the Company as having been converted) beneficially own less than 50% of the outstanding
voting securities of the surviving entity after the transaction.


 


1.10        Automatic Exercise Prior to
Expiration. To the extent this Warrant is not previously
exercised as to all of the Shares subject hereto, and if the fair market value
of one Share is greater than the Warrant Price then in effect, this Warrant
shall be deemed automatically exercised pursuant to Section 1.3 above
(even if not surrendered) immediately before its expiration date as set forth
in this Warrant. For purposes of such automatic exercise, the fair market value
of one Share upon such expiration shall be determined pursuant to Section 1.6
above. To the extent this Warrant or any portion thereof is deemed
automatically exercised pursuant to this Section, the Company agrees to promptly
notify the holder hereof of the number of Shares, if any, the holder hereof is
to receive by reason of such automatic exercise.


 


ARTICLE 2. ADJUSTMENTS TO
THE SHARES.


 


2.1          Stock Dividends, Splits, Etc. If the
Company declares or pays a dividend on its Stock payable in Common Stock or
other securities, or subdivides the outstanding Stock into a greater amount of
Stock, then upon exercise of this Warrant, for each Share acquired, Holder
shall receive, without cost to Holder, the total number and kind of securities
to which Holder would have been entitled had Holder owned the Shares of record
as of the date the dividend or subdivision occurred.


 


2.2          Reclassification, Exchange
or Substitution. Upon any reclassification, exchange, substitution,
or other event that results in a change of the number and/or class of the
securities issuable upon exercise or conversion of this Warrant, Holder shall
be entitled to receive, upon exercise or conversion of this Warrant, the number
and kind of securities and property that Holder would have received for the
Shares if this Warrant had been exercised immediately before such
reclassification, exchange, substitution, or other event. Such an event shall
include any automatic conversion of the outstanding or issuable securities of
the Company of the same class or series as the Shares to Common Stock pursuant
to the terms of the Company’s Articles or Certificate of Incorporation upon the
closing of a registered public offering of the Company’s Common Stock. After
the occurrence of such an event, the Company or its successor shall promptly
issue to Holder a new Warrant for such new securities or other property. The
new Warrant shall provide for adjustments which shall be as nearly equivalent
as may be practicable to the adjustments provided for in this Article 2
including, without limitation, adjustments to the Warrant Price and to the
number of securities or property issuable upon exercise of the new Warrant. The
provisions of this Section 2.2 shall similarly apply to successive classifications,
exchanges, substitutions, or other events.


 


2.3          Adjustments for
Combinations. Etc. If the outstanding Shares are combined or
consolidated, by reclassification or otherwise, into a lesser number of shares,
the Warrant Price shall be proportionately increased.


 

















 


2.4          Price Adjustment. If the
Company issues additional common shares (including shares of Common Stock
ultimately issuable upon conversion of a security convertible into Common
Stock) after the date of the Warrant and the consideration per additional
common share is less than the Warrant Price in effect immediately before such
issue, the price at which the Shares are converted to Common Stock shall be
adjusted in accordance with the treatment of the series of securities of which
the Shares are part under the Company’s Certificate of Incorporation.


 


2.5          No Impairment. The Company
shall not, by amendment of its Articles or Certificate of Incorporation or
through a reorganization, transfer of assets, consolidation, merger,
dissolution, issue, or sale of securities or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms to be
observed or performed under this Warrant by the Company, but shall at all times
in good faith assist in carrying out of all the provisions of this Article 2
and in taking all such action as may be necessary or appropriate to protect
Holder’s rights under this Article against impairment.


 


2.6          Fractional Shares. No fractional
Shares shall be issuable upon exercise or conversion of the Warrant and the
number of Shares to be issued shall be rounded down to the nearest whole Share.
If a fractional share interest arises upon any exercise or conversion of the
Warrant, the Company shall eliminate such fractional share interest by paying
Holder a cash amount computed by multiplying the fractional interest by the
fair market value of a full Share.


 


2.7          Certificate as to
Adjustments; Other Adjustments. Upon each adjustment of
the Warrant Price, the Company at its expense shall promptly compute such
adjustment, and furnish Holder with a certificate of its Chief Financial
Officer setting forth such adjustment and the facts upon which such adjustment
is based. The Company shall, upon written request, furnish Holder a certificate
setting forth the Warrant Price in effect upon the date thereof and the series
of adjustments leading to such Warrant Price. If any change in the outstanding
securities of the Company or any other event occurs, as to which the other
provisions of this Article 2 are not strictly applicable, or if strictly
applicable would not fairly protect the purchase rights of the Holder in
accordance with such provisions, then the Board of Directors of the Company
shall make an adjustment in the number and class of shares subject to this
Warrant, the Warrant Price or the application of such provisions, so as to
protect such purchase rights as aforesaid and to give the Holder, upon exercise
for the same aggregate Warrant Price, the total number, class and kind of
securities as it would have owned had the Warrant been exercised prior to the
event and had it continued to hold such securities until after the event
requiring the adjustment.


 


ARTICLE 3. REPRESENTATIONS
AND COVENANTS OF THE COMPANY.


 


3.1          Representations and
Warranties.  The Company
hereby represents and warrants to the Holder as follows:


 


(a)           The initial Warrant Price
hereunder is not greater than the price per share at which the Shares were last
issued in an arm’s length transaction in which at least $500,000 of the Shares were
sold.


 

















 


(b)           All Shares which may be
issued upon the exercise of the purchase right represented by this Warrant, and
all securities, if any, issuable upon conversion of the Shares, shall, upon
issuance, be duly authorized, validly issued, fully paid and nonassessable, and
free of any liens and encumbrances except for restrictions on transfer provided
for herein or under applicable federal and state securities laws. The Company
shall, at all times, reserve a sufficient number of Shares and of shares of
Common Stock for issuance upon Holder’s exercise of its rights hereunder and
conversion of the Shares.


 


(c)           The Capitalization Table
attached hereto as Exhibit A is true and complete as of the Issue
Date.


 


3.2          Notice of Certain Events.  If the Company proposes at any time (a) to
declare any dividend or distribution upon its Common Stock, whether in cash,
property, stock, or other securities and whether or not a regular cash
dividend; (b) to offer for subscription pro rata to the holders of any
class or series of its stock any additional shares of stock of any class or
series or other rights; (c) to effect any reclassification or
recapitalization of Common Stock; (d) to merge or consolidate with or into
any other corporation, or sell, lease, license, or convey all or substantially
all of its assets, or to liquidate, dissolve or wind up; or (e) offer
holders of registration rights the opportunity to participate in an
underwritten public offering of the company’s securities for cash, then, in
connection with each such event, the Company shall give Holder (1) at
least 30 days prior written notice of the date on which a record will be taken
for such dividend, distribution, or subscription rights (and specifying the
date on which the holders of Common Stock will be entitled thereto) or for
determining rights to vote, if any, in respect of the matters referred to in (a) and
(b) above; (2) in the case of the matters referred to in (c) and
(d) above at least 10 days prior written notice of the date when the same
will take place (and specifying the date on which the holders of Common Stock
will be entitled to exchange their Common Stock for securities or other
property deliverable upon the occurrence of such event); and (3) in the
case of the matter referred to in (e) above, the same notice as is given
to the holders of such registration rights; provided that in the case of the
matters referred to in (d) above, Holder shall treat such notice as
confidential information and shall not divulge it to any person or entity other
than its attorneys or accountants or otherwise as required by applicable law.


 


3.3          Information Rights.  So long as the Holder holds this Warrant
and/or any of the Shares, the Company shall deliver to the Holder (a) promptly
after mailing, copies of all notices or other written communications to the
shareholders of the Company, (b) within 150 days after the end of each
fiscal year of the Company, an accountant-reviewed year end financial statement
and certified by an Officer of the Company, (c) within forty-five (45)
days after the end of each fiscal quarter of the Company, a Company-prepared
quarterly financial statement of the Company (provided the same are required to
be delivered to shareholders of the same class of stock that this Warrant is
exercisable for), and (d) within thirty (30) days after the end of each
month, a Company-prepared monthly financial statement of the Company (provided
the same are required to be delivered to shareholders of the same class of
stock that this Warrant is exercisable for).


 


3.4 Registration Under
Securities Act of 1933, as amended. The Company agrees that with respect to
the Shares or, if the Shares are convertible into Common Stock of the Company, 


 

















 


such
Common Stock, Holder shall have incidental, or “Piggyback,” and S-3
registration rights pursuant to and as set forth in the Company’s Seventh
Amended and Restated Investor Rights Agreement dated March 9, 2007, as the
same is in effect on the date hereof. In the event of any subsequent changes to
said Agreement which would be advantageous to the Holder’s registration rights,
the Holder shall have the benefit of such changes, but no changes to said
Agreement which would be less advantageous to the Holder with respect to such
registration rights shall be binding on the Holder.


 


ARTICLE 4. REPRESENTATIONS,
WARRANTIES OF THE HOLDER. The Holder represents and warrants to the Company
as follows:


 


4.1          Purchase for Own Account. Except for
transfers to Holder’s affiliates, this Warrant and the securities to be
acquired upon exercise of this Warrant by the Holder will be acquired for
investment for the Holder’s account, not as a nominee or agent, and not with a
view to the public resale or distribution within the meaning of the 1933 Act,
and the Holder has no present intention of selling, granting any participation
in, or otherwise distributing the same. The Holder also represents that the
Holder has not been formed for the specific purpose of acquiring this Warrant
or the Shares.


 


4.2          Disclosure of Information. The Holder
has received or has had full access to all the information it considers
necessary or appropriate to make an informed investment decision with respect
to the acquisition of this Warrant and its underlying securities. The Holder
further has had an opportunity to ask questions and receive answers from the
Company regarding the terms and conditions of the offering of this Warrant and
its underlying securities and to obtain additional information (to the extent
the Company possessed such information or could acquire it without unreasonable
effort or expense) necessary to verify any information furnished to the Holder
or to which the Holder has access.


 


4.3          Investment Experience. The Holder: (i) has
experience as an investor in securities and acknowledges that the Holder is
able to fend for itself, can bear the economic risk of the Holder’s investment
in this Warrant and its underlying securities and has such knowledge and
experience in financial or business matters that the Holder is capable of
evaluating the merits and risks of its investment in this Warrant and its
underlying securities and/or (ii) has a preexisting personal or business
relationship with the Company and certain of its officers, directors or
controlling persons of a nature and duration that enables the Holder to be
aware of the character, business acumen and financial circumstances of such
persons.


 


4.4          Accredited Investor Status. The Holder is
an “accredited investor” within the meaning of Regulation D promulgated under
the 1933 Act.


 


ARTICLE 5. MISCELLANEOUS


 


5.1          Term. This Warrant
is exercisable, in whole or in part, at any time and from time to time on or
before the Expiration Date set forth above.


 


5.2          Legends. This Warrant
and the Shares (and the securities issuable, directly or indirectly, upon conversion
of the Shares, if any) shall be imprinted with a legend in substantially the
following form:


 

















 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT
AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AS PERMITTED UNDER
APPLICABLE LAW.


 


5.3          Compliance with Securities
Laws on Transfer. This Warrant and the Shares issuable upon exercise
of this Warrant (and the securities issuable, directly or indirectly, upon conversion
of the Shares, if any) may not be transferred or assigned in whole or in
part without compliance with applicable federal and state securities laws by
the transferor and the transferee.


 


5.4          Transfer Procedure.  Subject to the provisions of Section 5.2,  Holder may transfer all or part of
this Warrant or the Shares issuable upon exercise of this Warrant (or the
securities issuable, directly or indirectly, upon conversion of the Shares, if
any) by giving the Company notice of the portion of the Warrant being
transferred setting forth the name, address and taxpayer identification number
of the transferee and surrendering this Warrant to the Company for reissuance
to the transferee(s) (and Holder if applicable).


 


5.5          Notices.  All notices and other communications from the
Company to the Holder, or vice versa, shall be deemed delivered and effective
when given personally or mailed by first-class registered or certified mail,
postage prepaid, to such address as may have been furnished to the Company or the
Holder, as the case may be, in writing by the Company or the Holder from time
to time.


 


5.6          Waiver; Amendment. This Warrant
and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought.


 


5.7          Issue Tax. The issuance
of the securities subject to this Warrant shall be made without charge to the
Holder for any issue tax (other than applicable income taxes) in respect
thereof.


 


5.8          Attorneys Fees. In the event
of any dispute between the parties concerning the terms and provisions of this
Warrant, the party prevailing in such dispute shall be entitled to collect from
the other party all costs reasonably incurred in such dispute, including
reasonable attorneys’ fees.


 

















 


5.9          Governing Law. This Warrant
and all acts, transactions, disputes and controversies arising hereunder or
relating hereto, and all rights and obligations of Holder and Company shall be
governed by, and construed in accordance with the internal laws (and not the
conflict of laws rules) of the State of Delaware.


 


 


	
   

  	
  TANGOE, INC.

  
	
   

  	
   

  
	
   

  	
  /s/ Albert R.
  Subbloie, Jr.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  Albert R. Subbloie. Jr.

  
	
   

  	
  Title

  	
  President &  CEO

  
				



 


Holder:


 


ORIX Venture Finance LLC


 


 


	
  By

  	
  /s/ Kevin P. Sheehan

  	
   

  
	
   

  	
  Kevin P. Sheehan,

  	
   

  
	
   

  	
  President and CEO

  	
   

  



 

















 


APPENDIX 1


 


NOTICE OF EXERCISE


 


1.             The undersigned hereby
elects to purchase           
shares of the Series           
Preferred Stock of [Company] pursuant to the terms of the attached Warrant, and
tenders herewith payment of the purchase price of such shares in full.


 


1.             The undersigned hereby
elects to convert the attached Warrant into Shares in the manner specified in
the Warrant. This conversion is exercised with respect to
           of the Shares
covered by the Warrant.


 


[Strike paragraph that does not apply.]


 


2.             Please issue a certificate
or certificates representing said shares in the name of the undersigned or in
such other name as is specified below:


 


 


 


 


 


3.             The undersigned represents
it is acquiring the Shares solely for its own account and not as a nominee for
any other party and not with a view toward the resale or distribution thereof
except in compliance with applicable securities laws.


 


 


	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date

  



 

















 


Exhibit A


 


Capitalization Table