Exhibit 10.31


 





 


ORIX


 


Loan and Security Agreement


 


	
  Borrowers:

  	
  (1) Tangoe, Inc., a Delaware corporation located at 35 Executive Boulevard, Orange, CT 06477

  
	
   

  	
   

  
	
   

  	
  (2) Traq Wireless, Inc., a Delaware corporation located at 35 Executive Boulevard, Orange, CT 06477

  



 


Date:   March 9, 2007


 


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.)


 


1.  LOANS.


 


1.1  Loans.  Subject to the terms and
conditions in this Agreement, ORIX shall make loans to Borrower (the “Loans”
and, collectively, the “Loan”), consisting of a Term Loan and Revolving Loans,
in the amounts shown on the Schedule. 
The Loan shall be repayable as set forth herein, provided that the
entire unpaid principal balance of all Loans and any accrued and unpaid
interest thereon shall be due and payable on the Maturity Date set forth in the
Schedule.  The Term Loan may not be
repaid and reborrowed.


 


1.2  Conditions.  The making of the Loans
are subject to the satisfaction of the following conditions precedent, which
Borrower agrees to satisfy within ten (10) days after the date hereof: (i) all
filings have been completed that are necessary or advisable to perfect the
security interest of ORIX in the Collateral, including without limitation
filings in the United States Copyright Office and United States Patent and
Trademark Office (subject to the provisions of the Intellectual Property
Security Agreement of even date between Borrower and ORIX), (ii) all
documents relating to this Agreement have been executed and delivered, (iii) ORIX
has confirmed to its satisfaction that there has been no Material Adverse
Change since the date of the last financial statements provided to ORIX, (iv) UCC
and other searches deemed necessary by ORIX have been completed and the results
thereof are satisfactory to ORIX, (v) Borrower has provided to ORIX
evidence of the occurrence of the Traq Acquisition, satisfactory to ORIX in its
sole and absolute discretion, (vi) approval of the Board of Directors and
stockholders of each Borrower with respect to the Traq Acquisition, and (vii) all
other matters relating to the Loan have been completed to ORIX’s
satisfaction.  In addition, the making of
the Revolving Loans is subject to the completion of the Initial Audit.


 


1.3  Interest.  The Loan and all other
monetary Obligations shall bear interest at the rate shown on the Schedule,
except where expressly set forth to the contrary in this Agreement or in
another written agreement signed by ORIX and Borrower.  Borrower shall pay interest on the Loan
accrued for each month no later than the first day of the following month, and
at maturity.


 


1.4  Fees.  Borrower shall
pay ORIX the fees shown on the Schedule, which are in addition to all interest
and other sums payable to ORIX and are not refundable.


 


1.5  Late Fee.  If any payment of
principal or accrued interest is not made within five Business Days after the
date due, Borrower shall pay ORIX a late payment fee equal to 5% of the amount
of such late payment.  In addition, if (i) the
entire balance of the Term Loan is not paid within three Business Days after
the Term Loan Maturity Date set forth on the Schedule, Borrower shall pay ORIX
a late payment fee in the amount of $25,000.00, and (ii) the entire
balance of the Revolving Loans is not paid within three Business Days after the
Revolving Loan Maturity Date set forth on the Schedule, Borrower shall pay ORIX
a late payment fee equal to 5% of the outstanding amount of Revolving Loans.  The provisions of this paragraph shall not be
construed as ORIX’s consent to Borrower’s failure to pay any amounts when due,
and ORIX’s acceptance of any such late 


 

















 


payments
shall not restrict ORIX’s exercise of any remedies arising out of any such
failure.


 


1.6  Agented Loan Arrangement.


 


(a)                                 Designation of
Agent.  Each Borrower hereby designates
Tangoe, Inc. as the agent (the “Agent”) of that Borrower to discharge the
duties and responsibilities of the Agent as provided herein.


 


(b)                                 Operation of
Loan Arrangement.


 


(i)                                     Except as
otherwise permitted by ORIX, loans hereunder shall be requested solely by the
Agent as agent for each Borrower.


 


(ii)                                  Any Loan which
may be made by ORIX under this Agreement and which is directed to the Agent is
received by the Agent in trust for that Borrower who is intended to receive
such Loan.  The Agent shall distribute
the proceeds of any such Loan solely to that Borrower.  Each Borrower shall be directly indebted to
ORIX for each Loan distributed to any Borrower by the Agent, together with all
accrued interest thereon, as if that amount had been advanced directly by ORIX
to a Borrower (whether or not the subject Loan was based upon the accounts
and/or inventory or other assets of the Borrower which actually received such
distribution), in addition to which each Borrower shall be liable to ORIX for
all Obligations under this Agreement, whether or not the proceeds of the Loan
are distributed to any particular Borrower.


 


(iii)                               ORIX shall have
no responsibility to inquire as to the distribution of Loans made by ORIX
through the Agent as described herein.


 


(c)                                  Loans Directly
to Borrower.


 


(i)                                     If, for any
reason, and at any time during the term of this Agreement:


 


(A)                               any Borrower,
including the Agent, as agent for each Borrower, shall be unable to, or prohibited
from carrying out the terms and conditions of this Agreement (as determined by
ORIX in ORIX’s sole and absolute discretion); or


 


(B)                               ORIX deems it
inexpedient (in ORIX’s sole and absolute discretion) to continue making Loans
to or for the account of any particular Borrower, or to channel such Loans
through tibie Agent, then ORIX may make Loans directly to such Borrower as ORIX
determines to be expedient, which Loans may be made without regard to the
procedures otherwise included in this Section 1.6.


 


(ii)                                  In the event
that ORIX determines to forgo the procedures included herein pursuant to which
Loans are to be channeled through the Agent, then ORIX may designate one or
more Borrower to fulfill the financial and other reporting requirements
otherwise imposed herein upon the Agent.


 


(iii)                               Each Borrower
shall remain liable to ORIX for the payment and performance of all Obligations
(which payment and performance shall continue to be secured by all Collateral)
notwithstanding any determination by ORIX to cease making Loans to or for the
benefit of any Borrower.


 


(d)                                 Continuation of
Authority of Agent.  The
authority of the Agent to request Loans on behalf of, and to bind, each
Borrower, shall continue unless and until ORIX acts as provided in Section 1.6(c) above,
or ORIX actually receives:


 


(i)                                     written notice
of: (i) the termination of such authority, and (ii) the subsequent
appointment of a successor Agent, which notice is executed by the respective
Presidents of each Borrower then eligible for borrowing under this Agreement;
and


 


(ii)                                  written notice
from the successor Agent (i) accepting such appointment; (ii) acknowledging
that the removal and appointment has been effected by the respective Presidents
of each Borrower eligible for borrowing under the within Agreement; and (iii) acknowledging
that from and after the date of appointment, the newly appointed Agent shall be
bound by the terms hereof, and that as used herein, the term “Agent” shall mean
and include the newly appointed Agent.


 


(e)                                  Indemnification.  The Agent and each Borrower respectively
shall indemnify, defend, and save and hold ORIX harmless from and against any
liabilities, claims, demands, expenses, or losses made against or suffered by
ORIX on account of, or arising out of, this Agreement, ORIX’s reliance upon
Loan requests made by the Agent, or any other action taken by ORIX hereunder or
under any of ORIX’s various agreements with the Agent and/or any Borrower
and/or any other Person arising under this Agreement.


 


2.  SECURITY INTEREST.


 


2.1  Security Interest.  To secure the payment and
performance of all of the Obligations when due, Borrower 


 

















 


hereby
grants to ORIX a security interest in all of the following (collectively, the
“Collateral”): all right, title and interest of Borrower in and to the
following, whether now owned or hereafter arising or acquired and wherever
located: all Accounts; all Inventory; all Equipment; all General Intangibles
(including without limitation all Intellectual Property and Deposit Accounts);
all Investment Property; all Other Property; and any and all claims, rights and
interests in any of the above, and all guaranties and security for any of the
above, and all substitutions and replacements for, additions, accessions,
attachments, accessories, and improvements to, and proceeds (including proceeds
of any insurance policies, proceeds of proceeds and claims against third
parties) of, any and all of the above, and all Borrower’s books relating to any
of the above, including without limitation the assets identified in the
Representations.  Notwithstanding the
foregoing, once all Obligations related to the Term Loan have been paid in
full, the Collateral shall not include the Released Intellectual Property.


 


3.  REPRESENTATIONS, WARRANTIES
AND COVENANTS OF THE BORROWER.


 


In
order to induce ORIX to enter into this Agreement and to make the Loan,
Borrower represents and warrants to ORIX as follows, and Borrower covenants
that the following representations will continue to be true, except to the
extent that they are made as of a specific prior date, and that Borrower will
at all times comply with all of the following covenants:


 


3.1  Corporate Existence and Authority.  Borrower
is and will continue to be, duly organized, validly existing and in good
standing under the laws of its state of incorporation.  Borrower is and will continue to be qualified
and licensed to do business in all jurisdictions in which any failure to do so
would result in a Material Adverse Change. 
The execution, delivery and performance by Borrower of this Agreement,
and all other documents contemplated hereby (i) have been duly and validly
authorized, (ii) are enforceable against Borrower in accordance with their
terms (except as enforcement may be limited by equitable principles and by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
creditors’ rights generally), (iii) do not violate Borrower’s articles or
certificate of incorporation, or Borrower’s by-laws, or any law or any material
agreement or instrument which is binding upon Borrower or its property, and (iv) do
not constitute grounds for acceleration of any indebtedness or obligation under
any agreement or instrument which is binding upon Borrower or its property.


 


3.2  Name; Trade
Names and Styles.  As of the date
hereof, the full correct name of Borrower and its state of incorporation are
set forth in the heading to this Agreement. 
Listed on the Representations are all prior names of Borrower and all of
Borrower’s present and prior trade names. 
Borrower shall give ORIX 30 days’ prior written notice before changing
its name or doing business under any other name.  Borrower has complied, and will in the future
comply, with all laws relating to the conduct of business under a fictitious
business name.


 


3.3  Place of Business; Location of Collateral.  The
address set forth in the heading to this Agreement is Borrower’s chief
executive office or state of incorporation. 
In addition, Borrower has places of business and Collateral is located
only at the locations set forth in the Representations.  Borrower will give ORIX at least 15 days
prior written notice before opening any additional place of business containing
Collateral with a value in excess of Fifty Thousand Dollars ($50,000.00),
changing its chief executive office, or moving any of the Collateral to a
location other than Borrower’s Address or one of the locations set forth in the
Representations.


 


3.4  Title to
Collateral.  Borrower is now,
and will at all times in the future be, the sole owner of all the Collateral,
except for specific items of Equipment which are leased by Borrower.  The Collateral and Intellectual Property now
is and will remain free and clear of any and all liens, charges, security
interests, encumbrances and adverse claims, except for the security interest in
favor of ORIX and Permitted Liens.  ORIX
now has, and will continue to have, a first-priority perfected and enforceable
security interest in all of the Collateral, subject only to Permitted Liens, and
Borrower will at all times defend ORIX and the Collateral and Intellectual
Property against all claims of others. 
None of the Collateral now is or will be affixed to any real property in
such a manner, or with such intent, as to become a fixture.  Borrower will keep in full force and effect,
and will comply with all the terms of, any lease of real property where any of
the Collateral now or in the future may be located.


 


3.5  Maintenance
of Collateral.  Borrower, at its
own expense, shall maintain the Collateral in good working condition, ordinary
wear and tear excepted, and Borrower will not use the Collateral for any
unlawful purpose.  Borrower will
immediately advise ORIX in writing of any material loss or damage to the
Collateral.


 


3.6  Books and Records.  Borrower has maintained
and will maintain at Borrower’s Address complete and accurate books and
records, comprising an accounting system in accordance with GAAP.


 


3.7  Financial Condition, Statements and Reports.  All financial statements now or in the future
delivered to ORIX have been, and will be, prepared in conformity with GAAP and
now and in the future will completely and fairly reflect the financial
condition of Borrower, at the times and for the periods therein stated.  Between the last date covered by any such
statement provided to ORIX and the date hereof, there has been no Material
Adverse Change. Borrower is now and will continue to be solvent.


 


3.8  Tax Returns and Payments; Pension Contributions.  Borrower
has timely filed, and will timely file, all tax returns and reports required by
applicable law, and Borrower has timely paid, and will timely pay, all 


 

















 


applicable
taxes, assessments, deposits and contributions now or in the future owed by
Borrower; provided, that, Borrower, may contest such taxes if Borrower has a
good faith belief that such taxes are improper and Borrower maintains
sufficient reserves to pay such taxes.


 


3.9  Compliance with Law.  Borrower has complied, and
will comply, in all material respects, with all provisions of all applicable
laws and regulations, including, but not limited to, those relating to
Borrower’s ownership of real or personal property, the conduct and licensing of
Borrower’s business, compensation and benefits payable or provided to
Borrower’s employees, and all environmental matters.  All proceeds of all Loans shall be used
solely for lawful business purposes.


 


3.10  Litigation.  Except as disclosed to
ORIX in writing, there is no claim, suit, litigation, proceeding or
investigation pending or, to Borrower’s knowledge, threatened against or
affecting Borrower involving more than $25,000. 
Borrower will promptly inform ORIX in writing of any claim, proceeding,
litigation or investigation in the future threatened or instituted by or
against Borrower involving any claim of $25,000 or more.


 


4.  ADDITIONAL DUTIES OF THE BORROWER.


 


4.1  Insurance.  Borrower shall, at all
times, insure all of the Collateral and carry such other business insurance,
with insurers reasonably acceptable to ORIX, in such form and amounts as ORIX
may reasonably require, and Borrower shall provide evidence of such insurance
to ORIX, so that ORIX is satisfied that such insurance is, at all times, in
full force and effect.  All such
insurance policies shall name ORIX as an additional loss payee, and shall
contain a lenders loss payee endorsement in form reasonably acceptable to
ORIX.  Upon receipt of the proceeds of
any such insurance, ORIX shall apply such proceeds in reduction of the
Obligations as ORIX shall determine in its sole discretion, except that,
provided no Default or Event of Default has occurred and is continuing, ORIX
shall release to Borrower insurance proceeds with respect to Equipment totaling
less than $250,000 (which amount shall increase each year on a percentage basis
based upon percentage increases in Borrower’s annual revenue from Borrower’s
fiscal year ended December 31, 2006), which shall be utilized by Borrower
for the replacement of the Equipment with respect to which the insurance
proceeds were paid.  ORIX may require
reasonable assurance that the insurance proceeds so released will be so
used.  If Borrower fails to provide or
pay for any insurance, ORIX may, but is not obligated to, obtain the same at
Borrower’s expense.  Borrower shall
promptly deliver to ORIX copies of all reports made to insurance companies.


 


4.2  Reports.  Borrower, at its expense,
shall provide ORIX with the written reports set forth in the Schedule, and such
other written reports with respect to Borrower (including budgets, sales
projections, operating plans and other financial documentation), as ORIX shall
from time to time reasonably specify.


 


4.3  Access to Collateral, Books and Records.  At
reasonable times, and on five Business Day’s notice (except if a Default or
Event of Default has occurred and is continuing or if ORIX in its good faith
business judgment believes or suspects that Borrower has engaged in
defalcation, intentional misrepresentation, or fraud, in which case then ORIX
may do the following at any time and without any notice), ORIX, or its agents,
shall have the right to inspect the Collateral, and the right to audit and copy
Borrower’s books and records.  The
foregoing inspections and audits, which ORIX shall be entitled to conduct no
more than once annually unless an Event of Default has occurred (and until forty-five
(45) days after the waiver or cure of such Event of Default), in which event
ORIX may conduct such inspections and audits as often as it shall deem
necessary, shall be $850 per person per day (or such other amount as shall
represent ORIX’s then current standard charge for the same), plus all other
reasonable out-of-pockets costs and expenses incurred by ORIX in connection
therewith.


 


4.4  Remittance of Proceeds.  All
proceeds arising from the sale or other disposition of any Collateral (other
than (i) the proceeds of the sale of Inventory in the ordinary course of
business or the non-exclusive licensing of Intellectual Property in the
ordinary course of business, (ii) the proceeds of Accounts (which shall be
handled as provided in Section 5.4 below), or (iii) proceeds of
dispositions of obsolete or unneeded Equipment in the ordinary course of
business in an amount not in excess of $50,000 in any fiscal year) shall be
delivered, in kind, by Borrower to ORIX in the original form in which received
by Borrower not later than the following Business Day after receipt by
Borrower, to be applied to the Obligations in such order as ORIX shall
determine.  Nothing in this Section limits
the restrictions on disposition of Collateral set forth elsewhere in this Agreement.


 


4.5  Negative Covenants.  Borrower shall not,
without ORIX’s prior written consent, do any of the following:


 


(i) 
merge or consolidate with another corporation or entity;


 


(ii) 
acquire any assets, except in the ordinary course of business;


 


(iii) 
enter into any other transaction outside the ordinary course of business;


 


(iv) 
sell or transfer any Collateral (except that, provided no Default or Event of
Default has occurred and is continuing, Borrower may do the following in good
faith arm’s length transactions, in the ordinary course of business: (A) sell
Inventory; (B) enter into non-exclusive licenses with respect to its
Intellectual Property; and (C) trade-in or dispose of obsolete or unneeded
Equipment);


 

















 


(v) 
store any Inventory or other Collateral with any warehouseman or other third
party;


 


(vi) 
make any loans of any money or other assets to, or purchase the stock or other
securities of, or make any other investment in, any other Person, except for
advances to employees to cover travel and other expenses incurred in the course
of such employees’ employment with Borrower;


 


(vii) 
guarantee or otherwise become liable with respect to the obligations of another
Person;


 


(viii) 
pay or declare any dividends on Borrower’s stock (other than dividends payable
solely in shares of stock of Borrower);


 


(ix) 
redeem, retire, purchase or otherwise acquire, directly or indirectly, any of
Borrower’s stock, provided that Borrower may repurchase the stock of former
employees or consultants pursuant to stock repurchase agreements so long as a
Default or Event of Default does not exist at the time of such repurchase and
would not exist after giving effect to such repurchase, provided such
repurchases do not exceed in the aggregate of $150,000 per fiscal year;


 


(x) 
make any change in Borrower’s organizational structure;


 


(xi)  reincorporate in another state; or (xii)
dissolve or elect to dissolve; or


 


(xii)  agree to do any of the foregoing.


 


4.6  Litigation Cooperation.  Should
any third-party suit or proceeding be instituted by or against ORIX with
respect to any Collateral or in any manner relating to Borrower, Borrower
shall, without expense to ORIX, make available Borrower and its officers,
employees and agents, and Borrower’s books and records, without charge, to the
extent that ORIX may deem them reasonably necessary in order to prosecute or
defend any such suit or proceeding.


 


4.7  Notification of Changes.  Borrower
will promptly notify ORIX in writing of any change in its officers or
directors, the opening of any new bank account or other Deposit Account, and
any Material Adverse Change.


 


4.8  Financial
Covenants.  Borrower shall
comply with all of the Financial Covenants set forth in the Schedule, and all
other covenants and provisions set forth in the Schedule.


 


4.9  Landlord
Agreements.  Borrower shall,
from time to time, upon ORIX’s request, use its best efforts to obtain written
waivers and agreements from Borrower’s landlords, on such form and containing
such provisions as ORIX shall specify.


 


4.10  Board Information Rights.  Borrower
shall give ORIX copies of minutes, board books, consents and other materials
resulting from or relating to any meeting of the Board of Directors,
which minutes, board books, consents and materials shall be appropriately
redacted to protect information that is confidential and/or sensitive, as
reasonably determined by Borrower.  Any
information provided to ORIX shall be subject to the confidentiality agreement
in Section 9.3 of this Agreement.


 


4.11  Further
Assurances.  Borrower agrees,
at its expense, on request by ORIX, to execute all documents and take all
actions, as ORIX may deem reasonably necessary or useful in order to perfect
and maintain ORIX’s perfected security interest in the Collateral, and in order
to fully consummate the transactions contemplated by this Agreement.


 


4.12  Indemnity.  Borrower hereby agrees to
indemnify the following Persons (collectively, the “Indemnitees”): ORIX and its
affiliates, subsidiaries, parent, directors, officers, employees, agents, and
attorneys, and to hold them harmless from and against any and all claims,
debts, liabilities, demands, obligations, actions, causes of action, penalties,
costs and expenses (including attorneys’ fees and expenses), of every nature,
character and description, which any Indemnitee may sustain or incur based upon
or arising out of any of the Obligations, any relationship or agreement between
ORIX and Borrower, or any other matter, cause or thing whatsoever occurred,
done, omitted or suffered to be done by any Indemnitee relating to Borrower or
the Obligations; provided that the indemnity hereunder to an Indemnitee shall
not extend to damages proximately caused by such Indemnitee’s own gross
negligence or willful misconduct. 
Notwithstanding any provision in this Agreement to the contrary, the
indemnity agreement set forth in this Section shall survive any
termination of this Agreement and shall for all purposes continue in full force
and effect.


 


5.  ACCOUNTS.


 


5.1  Representations Relating to Accounts.  Borrower
represents and warrants to ORIX as follows: Each Account with respect to which
Loans are requested by Borrower shall, on the date each Loan is requested and
made, (i) represent an undisputed bona fide existing unconditional
obligation of the Account Debtor created by the sale, delivery, and acceptance
of goods or the rendition of services, or the non-exclusive licensing of
Intellectual Property, in the ordinary course of Borrower’s business, and (ii) meet
the Minimum Eligibility Requirements set forth in Section 8 below.


 


5.2  Representations Relating to Documents and Legal
Compliance.  Borrower represents and warrants to
ORIX as follows: All statements made and all unpaid balances appearing in all
invoices, instruments and other documents evidencing the Accounts are and shall
be true and correct and all such invoices, instruments and other documents and
all of Borrower’s books and records are and 


 

















 


shall
be genuine and in all respects what they purport to be.  All sales and other transactions underlying
or giving rise to each Account shall comply in all material respects with all
applicable laws and governmental rules and regulations.  To the best of Borrower’s knowledge, all
signatures and endorsements on all documents, instruments, and agreements
relating to all Accounts are and shall be genuine, and all such documents,
instruments and agreements are and shall be legally enforceable in accordance
with their terms.


 


5.3  Schedules and Documents relating to Accounts.  Borrower shall deliver to ORIX the written
reports set forth on the Schedule.  If
requested by ORIX, Borrower shall furnish ORIX with copies (or, at ORIX’s
request, originals) of all contracts, orders, invoices, and other similar
documents, and all shipping instructions, delivery receipts, bills of lading,
and other evidence of delivery, for any goods the sale or disposition of which
gave rise to such Accounts, and Borrower warrants the genuineness of all of the
foregoing.  In addition, Borrower shall
deliver to ORIX, on its request, the originals of all instruments, chattel
paper, security agreements, guarantees and other documents and property
evidencing or securing any Accounts, in the same form as received, with all
necessary endorsements, and copies of all credit memos.


 


5.4  Collection
of Accounts.  Borrower shall
have the right to collect all proceeds of Accounts, unless and until a Default
or an Event of Default has occurred and is continuing.  Upon the occurrence of a Default or an Event
of Default, ORIX may in, its sole discretion, require that all proceeds of
Accounts be deposited by Borrower into a lockbox account, or such other
“blocked account” as ORIX may specify, pursuant to a blocked account agreement
in such form as ORIX may specify in its good faith business judgment.


 


5.5  Disputes.  Borrower shall notify ORIX
promptly of all disputes or claims relating to Accounts if the amount involved
in any such dispute or claim is equal to or greater than the greater of (a) five
percent (5.0%) of the amount of such Account, and (b) Fifteen Thousand
Dollars ($15,000.00).  Borrower shall not
forgive (completely or partially), compromise or settle any Account for less
than payment in full, or agree to do any of the foregoing, except that Borrower
may do so, provided that: (i) Borrower does so in good faith, in a
commercially reasonable manner, in the ordinary course of business, and in
arm’s length transactions, which are reported to ORIX on the regular reports
provided to ORIX; (ii) no Default or Event of Default has occurred and is
continuing; and (iii) taking into account all such discounts, settlements
and forgiveness, the total outstanding Revolving Loans will not exceed the
Revolving Loan Limit.


 


5.6  Returns.  Provided no Event of
Default has occurred and is continuing, if any Account Debtor returns any
Inventory to Borrower, Borrower shall promptly determine the reason for such
return and promptly issue a credit memorandum to the Account Debtor in the
appropriate amount.  In the event any
attempted return occurs after the occurrence and during the continuance of any
Event of Default, Borrower shall hold the returned Inventory in trust for ORIX,
and immediately notify ORIX of the return of the Inventory.


 


5.7  Verification.  Upon the occurrence of an
Event of Default (and until fifteen (15) days after the waiver or cure of such
Event of Default), or in connection with any Collateral audits or inspections
pursuant to Section 4.3, ORIX may, from time to time, verify directly with
the respective Account Debtors the validity, amount and other matters relating
to the Accounts, by means of mail, telephone or otherwise, either in the name
of Borrower or ORIX or such other name as ORIX may choose.


 


5.8  No
Liability.  ORIX shall not
be responsible or liable for any shortage or discrepancy in, damage to, or loss
or destruction of, any goods, the sale or other disposition of which gives rise
to an Account, or for any error, act, omission, or delay of any kind occurring
in the settlement, failure to settle, collection or failure to collect any
Account, or for settling any Account in good faith for less than the full
amount thereof, nor shall ORIX be deemed to be responsible for any of
Borrower’s obligations under any contract or agreement giving rise to an
Account.  Nothing herein shall, however,
relieve ORIX from liability for its own gross negligence or willful misconduct.


 


6.  TERM.


 


6.1  Maturity
Date.  On the maturity
date set forth on the Schedule (the “Maturity Date”) or any earlier occurrence
of any Event of Default, Borrower shall pay and perform in full all
Obligations, whether evidenced by installment notes or otherwise, and whether
or not all or any part of such Obligations are otherwise then due and payable.


 


6.2  Prepayment of Term Loan.  Borrower
shall have the option of prepaying the principal amount of the Term Loan, prior
to the Maturity Date, in whole or in part, provided that Borrower concurrently
pays ORIX (i) all accrued and unpaid interest on the principal so prepaid
and (ii) a prepayment fee equal to 2.0% of the amount prepaid if
prepayment occurs on or prior to the second anniversary of the date of this
Agreement, and 1.0% of the amount prepaid if prepayment occurs after the second
anniversary of the date of this Agreement. 
Said prepayment fee shall be due from Borrower to ORIX upon any
prepayment of the principal of the Term Loan, including without limitation any
prepayment as a result of an Event of Default.


 


6.3  Termination Statements.  Upon
payment and performance in full of all the Obligations, ORIX shall promptly deliver
to Borrower UCC termination statements and such other documents as may be
reasonably required to terminate ORIX’s security interests in the Collateral.


 














 


7.  EVENTS OF DEFAULT AND
REMEDIES.


 


7.1  Events of
Default.  The occurrence of any of the following
events shall constitute an “Event of Default” under this Agreement, and
Borrower shall give ORIX immediate written notice thereof: (a) Any
warranty, representation, statement, report or certificate made or delivered to
ORIX by Borrower or any of Borrower’s officers, employees or agents, now or in
the future, shall be untrue or misleading in a material respect; or; (b) Borrower
shall fail to pay any principal or interest payment on any Loan within three (3) Business
Days after the date due; or (c) Borrower shall fail to pay any other
monetary Obligation, within three (3) Business Days after the date due; or
(d) Borrower shall fail to comply with any of the Financial Covenants set
forth in the Schedule or with any provision under Subsection 4.5 or 4.10
hereof; or (e) Borrower shall fail to perform any non-monetary Obligation
within three Business Days after the date due; or (f) any levy,
assessment, attachment, seizure, lien or encumbrance (other than a Permitted
Lien) is made on all any part of the Collateral or Intellectual Property which
is not cured within 10 days after the occurrence of the same; or (g) Borrower
breaches any material contract or obligation, which has or may reasonably be
expected to have a material adverse effect on Borrower’s business or financial
condition; or (h) dissolution, termination of existence, insolvency,
business failure or temporary or permanent suspension of business of Borrower;
or appointment of a receiver, trustee or custodian, for all or any part of the
property of, assignment for the benefit of creditors by, or the commencement of
any proceeding by or against Borrower under any reorganization, bankruptcy,
insolvency, arrangement, readjustment of debt, dissolution or liquidation law
or statute of any jurisdiction, now or in the future in effect; or (i) revocation
or termination of, or limitation or denial of liability upon, any guaranty of
the Obligations or any attempt to do any of the foregoing; or (j) revocation
or termination of, or limitation or denial of liability upon, any pledge of any
certificate of deposit, securities, money or other property or asset pledged by
any third party to secure any or all of the Obligations, or any attempt to do
any of the foregoing, or commencement of proceedings by or against any such
third party under any bankruptcy or insolvency law; or (k) there shall be
a change in the record or beneficial ownership of an aggregate of more than 30%
of the outstanding shares of stock or other equity ownership interest in
Borrower (excluding equity investments where all of the proceeds of such
investments are retained by Borrower), in one or more transactions, compared to
the ownership of outstanding shares of stock of Borrower in effect on the date
hereof, without the prior written consent of ORIX; or (1) Borrower shall
generally not pay its debts as they become due, or Borrower shall conceal,
remove or transfer any part of its property, with intent to hinder, delay or
defraud its creditors, or make or suffer any transfer of any of its property
which may be fraudulent under any bankruptcy, fraudulent conveyance or similar
law; or (m) a Material Adverse Change shall occur; or (n) Borrower
makes any payment on account of any indebtedness or obligation which has been
subordinated to the Obligations other than as permitted in the applicable
subordination agreement, or if any Person who has subordinated such
indebtedness or obligations terminates or in any way limits his subordination
agreement; or (o) an event of default shall occur and be continuing under
any other Loan Document (after giving effect to, but without duplication of,
grace periods under such other Loan Document applicable thereto).  ORIX may cease making any Loans hereunder
during any of the above cure periods, and thereafter if an Event of Default has
occurred and is continuing.


 


7.2  Remedies.  Upon
the occurrence and during the continuance of any Event of Default, ORIX, at its
option, and without notice or demand of any kind (all of which are hereby
expressly waived by Borrower), may do any one or more of the following: (a) cease
making Loans or otherwise extending credit to Borrower under this Agreement or
any other document or agreement; (b) accelerate and declare all or any
part of the Obligations to be immediately due, payable, and performable,
notwithstanding any deferred or installment payments allowed by any instrument
evidencing or relating to any Obligation; (c) accelerate or extend the time
of payment of, compromise, issue credits on, or bring suit on the Accounts and
other Collateral (in the name of Borrower or ORIX), settle or adjust disputes
or claims directly with Account Debtors for amounts and upon terms which it
considers advisable, and notify Account Debtors on the Accounts and other
Collateral that the Accounts and Collateral have been assigned to ORIX, and
that payments in respect thereof shall be made directly to ORIX, and otherwise
administer and collect the Accounts and other Collateral; (d) collect,
receive, dispose of and realize upon any Investment Property, including
withdrawal of any and all funds from any securities accounts; (e) take
possession of any or all of the Collateral wherever it may be found, and for
that purpose Borrower hereby authorizes ORIX without judicial process to enter
onto any of Borrower’s premises without interference to search for, take
possession of, keep, store, or remove any of the Collateral, and remain on the
premises or cause a custodian to remain on the premises in exclusive control
thereof, without charge for so long as ORIX deems it reasonably necessary in
order to complete the enforcement of its rights under this Agreement or any
other agreement; provided, however, that should ORIX seek to take possession of
any of the Collateral by court process, Borrower hereby irrevocably waives: (i) any
bond and any surety or security relating thereto required by any statute, court
rule or otherwise as an incident to such possession; (ii) any demand
for possession prior to the commencement of any suit or action to recover
possession thereof; and (iii) any requirement that ORIX retain possession
of, and not dispose of, any such Collateral until after trial or final
judgment; (f) require Borrower to assemble any or all of the Collateral
and make it available to ORIX at places designated by ORIX which are reasonably
convenient to ORIX and Borrower, and to remove the Collateral to such locations
as ORIX may deem advisable; (g) complete the processing, manufacturing or
repair of any Collateral prior to a disposition thereof and, for such purpose
and for the purpose of removal, ORIX shall have the right to use Borrower’s
premises, vehicles, hoists, lifts, cranes, 


 

















 


equipment and all other property without charge; (h) sell, lease or
otherwise dispose of any of the Collateral, in its condition at the time ORIX
obtains possession of it or after further manufacturing, processing or repair,
at one or more public and/or private sales, in lots or in bulk, for cash, exchange
or other property, or on credit, and to adjourn any such sale from time to time
without notice other than oral announcement at the time scheduled for sale; or (i) deliver
a notice of exclusive control, any entitlement order, or other directions or instructions
pursuant to any control agreement or similar agreements providing control of
any Collateral.  ORIX shall have the
right to conduct such disposition on Borrower’s premises without charge, for
such time or times as ORIX deems reasonable, or on ORIX’s premises, or
elsewhere and the Collateral need not be located at the place of
disposition.  ORIX may directly or
through any affiliated company purchase or lease any Collateral at any such
public disposition, and if permissible under applicable law, at any private
disposition.  Any sale or other
disposition of Collateral shall not relieve Borrower of any liability Borrower
may have if any Collateral is defective as to title or physical condition or
otherwise at the time of sale.  All
reasonable attorneys’ fees, expenses, costs, liabilities and obligations
incurred by ORIX with respect to the foregoing shall be added to and become
part of the Obligations, shall be due on demand, and shall bear interest at a
rate equal to the highest interest rate applicable to any of the
Obligations.  Without limiting any of
ORIX’s rights and remedies, regardless of the adequacy of any Collateral
securing the Obligations, ORIX may exercise a right of offset with respect to
any and all indebtedness, liabilities, and obligations owing from it to
Borrower, to the full extent of all the Obligations owing to ORIX.  Without limiting any of ORIX’s right and
remedies, from and after the occurrence and during the continuation of any
Event of Default, the interest rate applicable to the Obligations shall be
increased by an additional two percent (2.0%) per annum.


 


7.3  Standards for Determining Commercial
Reasonableness.  Borrower and
ORIX agree that a sale or other disposition (collectively, “sale”) of any
Collateral which complies with the following standards will conclusively be
deemed to be commercially reasonable: (i) Notice of the sale is given to
Borrower at least seven days prior to the sale, and, in the case of a public
sale, notice of the sale is published at least seven days before the sale in a
newspaper of general circulation in the county where the sale is to be
conducted; (ii) Notice of the sale describes the collateral in general,
non-specific terms; (iii) The sale is conducted at a place designated by
ORIX, with or without the Collateral being present; (iv) The sale
commences at any time between 8:00 a.m. and 6:00 p.m.; (v) Payment
of the purchase price in cash or by cashier’s check or wire transfer is
required; (vi) With respect to any sale of any of the Collateral, ORIX may
(but is not obligated to) direct any prospective purchaser to ascertain
directly from Borrower any and all information concerning the same.  ORIX shall be free to employ other methods of
noticing and selling the Collateral, in its discretion, if they are
commercially reasonable.


 


7.4  Investment Property.  If a Default or an Event of Default has
occurred and is continuing, Borrower shall hold all payments on, and proceeds
of, and distributions with respect to, Investment Property in trust for ORIX,
and Borrower shall deliver all such payments, proceeds and distributions to
ORIX, immediately upon receipt, in their original form, duly endorsed, to be
applied to the Obligations in such order as ORIX shall determine.  Borrower recognizes that ORIX may be unable
to make a public sale of any or all of the Investment Property, by reason of
prohibitions contained in applicable securities laws or otherwise, and
expressly agrees that a private sale to a restricted group of purchasers for
investment and not with a view to any distribution thereof shall be considered
a commercially reasonable sale thereof.


 


7.5  Power of Attorney.  Borrower grants to ORIX an irrevocable power
of attorney coupled with an interest, authorizing and permitting ORIX (acting
through any of its employees, attorneys or agents) at any time, at its option,
but without obligation, with or without notice to Borrower, and at Borrower’s
expense, to do any or all of the following, in Borrower’s name or otherwise,
but ORIX agrees to exercise the following powers in a commercially reasonable
manner: (a) execute on behalf of Borrower any documents that ORIX may, in
its good faith business judgment, deem advisable in order to perfect and
maintain ORIX’s security interest in the Collateral, or in order to exercise a
right of Borrower or ORIX, or in order to fully consummate all the transactions
contemplated under this Agreement, or under any and all other present and
future agreements, to execute and deliver to any securities intermediary or
other Person any entitlement order, account control agreement or other notice,
document or instrument with respect to any Investment Property constituting
Collateral, to make any payment or take any action necessary or desirable to
protect or preserve any Collateral or ORIX’s security interest therein or the
priority thereof, or in order to fully consummate all the transactions
contemplated under this Agreement or any other Loan Document; (b) after
the occurrence and during the continuance of any Event of Default, without
limiting ORIX’s other rights and remedies, do any of the following: (i) take
control in any manner of any cash or non-cash items of payment or proceeds of
Collateral; endorse the name of Borrower upon any instruments, or documents,
evidence of payment or Collateral that may come into ORIX’s possession; (ii) grant
extensions of time to pay, compromise claims and settle Accounts, General
Intangibles and Other Property for less than face value and execute all
releases and other documents in connection therewith; (iii) pay any sums
required on account of Borrower’s taxes or to secure the release of any liens
therefor; and (iv) settle and adjust, and give releases of, any insurance
claim that relates to any of the Collateral and obtain payment therefor.  In the event that ORIX conducts a secured
party’s private or public sale of Borrower’s Intellectual Property, ORIX shall
provide notice of such sale to the Investors. 
Furthermore, so long as the Investors are willing bid at least One
Dollar ($1.00) more than the highest bid at any private sale, ORIX shall sell
the Intellectual Property to the Investors so long as (a) the 


 

















 


Investors notify ORIX of their commitment to accept ORIX’s offer within
five (5) Business Days of the Investors’ receipt of such offer, and (b) such
sale is finalized within thirty (30) Business Days of the Investors’ receipt of
such offer.


 


7.6  Application
of Proceeds.  All proceeds realized as the result of
any sale or other disposition of the Collateral shall be applied by ORIX first
to the reasonable costs, expenses, liabilities, obligations and attorneys’ fees
incurred by ORIX in the exercise of its rights under this Agreement, second to
the interest due upon any of the Obligations, and third to the principal of the
Obligations, in such order as ORIX shall determine in its sole discretion.  Any surplus shall be paid to Borrower or
other Persons legally entitled thereto; Borrower shall remain liable to ORIX
for any deficiency.  If ORIX, in its sole
discretion, directly or indirectly enters into a deferred payment or other
credit transaction with any purchaser at any sale of Collateral, ORIX shall
have the option, exercisable at any time, in its sole discretion, of either
reducing the Obligations by the principal amount of purchase price or deferring
the reduction of the Obligations until the actual receipt by ORIX of the cash
therefor.


 


7.7  Remedies
Cumulative.  In addition to the rights and
remedies set forth in this Agreement, ORIX shall have all the other rights and
remedies accorded a secured party under the Code and under all other applicable
laws, and under any other instrument or agreement now or in the future entered
into between ORIX and Borrower, and all of such rights and remedies are
cumulative and none is exclusive. 
Exercise or partial exercise by ORIX of one or more of its rights or
remedies shall not be deemed an election, nor bar ORIX from subsequent exercise
or partial exercise of any other rights or remedies.  The failure or delay of ORIX to exercise any
rights or remedies shall not operate as a waiver thereof, but all rights and
remedies shall continue in full force and effect until all of the Obligations
have been fully paid and performed.


 


8.  DEFINITIONS.  As used in this Agreement,
the following terms have the following meanings:


 


“Accounts” means all of the following,
now owned and hereafter acquired by Borrower: all “accounts” as defined in the
Code in effect on the date hereof with such additions to such term as may
hereafter be made (whether or not earned by performance), and all guaranties
and other security therefor, and all rights of stoppage in transit and all
other rights or remedies of an unpaid vendor, lienor or secured party.


 


“Account Debtor” means the obligor on
an Account.


 


“Agreement” and “this Agreement”
means this Loan and Security Agreement and all Exhibits and Schedules hereto
and all modifications and amendments to, extensions of, and replacements for
this Agreement.


 


“Business Day” means any day other than
a Saturday, Sunday or any other day on which commercial banks in New York are
required or permitted by law to close.


 


“Code” means the Uniform Commercial
Code as adopted and in effect in the State of New York on the date hereof.


 


“Collateral” has the meaning set forth
in Section 2.1 above.


 


“continuing” when used with reference
to a Default or an Event of Default means that the Default or Event of Default
has occurred and has not been either waived in writing by ORIX or cured within
any applicable cure period.


 


“Default” means any event which with notice
or passage of time or both, would constitute an Event of Default.


 


“Deposit Account” means all of the
following, now owned and hereafter acquired by Borrower: all “deposit accounts”
as defined in the Code in effect on the date hereof with such additions to such
term as may hereafter be made, and includes without limitation all general and
special bank accounts, demand accounts, checking accounts, savings accounts and
certificates of deposit.


 


“Eligible Accounts” means Accounts
arising in the ordinary course of Borrower’s business from the sale of goods or
the rendition of services, or the non-exclusive licensing of Intellectual
Property (including Accounts resulting from Borrower’s sale of annual
maintenance, service, or license contracts, provided that such Accounts meet
the Minimum Eligibility Requirements set forth below).  The following (the “Minimum Eligibility
Requirements”) are the minimum requirements for a Account to be an Eligible
Account: (i) the Account must not be outstanding for more than 90 days
from its invoice date (or longer at ORIX’s sole discretion) (the “Eligibility
Period”), (ii) the Account must not represent progress billings, or be
due under a fulfillment or requirements contract with the Account Debtor, (iii) the
Account must not be subject to any contingencies (including Accounts arising
from sales on consignment, guaranteed sale or other terms pursuant to which
payment by the Account Debtor may be conditional), (iv) the Account must
not be owing from an Account Debtor with whom Borrower has any dispute (whether
or not relating to the particular Account), but only to the extent of such
dispute so long as such dispute is an economic dispute (and not a dispute
pertaining to service or performance), (v) the Account must not be owing
from an Affiliate of Borrower, (vi) the Account must not be owing from an
Account Debtor whose financial condition is not acceptable to ORIX, or which is
subject to any insolvency or bankruptcy proceeding, or which, fails or goes out
of a material portion of its business, or if ORIX at any time determines in its
good faith business judgment that the prospect of payment or performance by the
Account Debtor with respect thereto is materially impaired, 


 

















 


(vii) the Account must not be owing from the United States or any
department, agency or instrumentality thereof (unless there has been
compliance, to ORIX’s satisfaction, with the United States Assignment of Claims
Act), (viii) the Account must not be owing from an Account Debtor located
outside the United States, except for Eligible Foreign Accounts, (ix) the
Account must not be owing from an Account Debtor to whom Borrower is or may be
liable for goods purchased from such Account Debtor or otherwise, but only to
the extent of such liability or potential liability, (x) credit balances
over ninety (90) days from invoice date. 
Accounts owing from one Account Debtor will not be deemed Eligible
Accounts to the extent they exceed 25% of the total Accounts outstanding, and
(xi) other Accounts which ORIX in its sole discretion shall deem eligible for
borrowing.  In addition, if more than 50%
of the Accounts owing from an Account Debtor are outstanding for a period
longer than their Eligibility Period (without regard to unapplied credits) or
are otherwise not Eligible Accounts, then all Accounts owing from that Account
Debtor will be deemed ineligible for borrowing. 
ORIX may, from time to time, in its good faith business judgment, revise
the Minimum Eligibility Requirements, upon written notice to Borrower.


 


“Eligible Foreign Accounts” are
Accounts (i) that would otherwise be Eligible Accounts but for the fact
that the Account Debtor is located outside of the United States and for which
ORIX agrees in writing in its sole and absolute discretion (a) will be
acceptable, and (b) will be treated as Eligible Accounts for Advance Rate
purposes, and (ii) Accounts that are due and owing from Fortune 500
companies.


 


“Equipment” means all of the following,
now owned and hereafter acquired by Borrower: all “equipment” as defined in the
Code in effect on the date hereof with such additions to such term as may
hereafter be made, and includes without limitation all machinery, fixtures,
goods, vehicles, and any interest in any of the foregoing.


 


“Event of Default” means any of the events
set forth in Section 7.1 of this Agreement.


 


“GAAP” means generally accepted
accounting principles consistently applied.


 


“General Intangibles” means all of the
following, now owned and hereafter acquired by Borrower: all “general
intangibles” as defined in the Code in effect on the date hereof with such
additions to such term as may hereafter be made, and includes without
limitation all Intellectual Property, Deposit Accounts, royalties, contract
rights, goodwill, franchise agreements, purchase orders, customer lists, route
lists, telephone numbers, licenses, permits, domain names, claims, income tax
refunds, security and other deposits, options to purchase or sell real or
personal property, rights in all litigation presently or hereafter pending (whether
in contract, tort or otherwise), insurance policies (including without
limitation key man, property damage, and business interruption insurance),
payments of insurance and rights to payment of any kind.


 


“Initial Audit” shall be the receipt by
ORIX of the results of a complete audit of Borrower’s Accounts, with results
satisfactory to ORIX in its sole and absolute discretion.


 


“Intellectual Property” means all of
the following, now owned and hereafter acquired by Borrower: all (a) copyrights,
copyright rights, copyright applications, copyright registrations and like
protections in each work of authorship and derivative work thereof, whether
published or unpublished, (b) trade secret rights, including all rights to
unpatented inventions and know-how, and confidential information; (c) mask
work or similar rights available for the protection of semiconductor chips; (d) patents,
patent applications and like protections including without limitation
improvements, divisions, continuations, renewals, reissues, extensions and
continuations-in-part of the same; (e) trademarks, servicemarks, trade
styles, and trade names, whether or not any of the foregoing are registered,
and all applications to register and registrations of the same and like
protections, and the entire goodwill of the business of Borrower connected with
and symbolized by any such trademarks; (f) computer software and computer
software products; (g) designs and design rights; (h) technology; (i) all
claims for damages by way of past, present and future infringement of any of
the rights included above; (j) all licenses or other rights to use any
property or rights of a type described above.


 


“Inventory” means all of the following,
now owned and hereafter acquired by Borrower: all “inventory” as defined in the
Code in effect on the date hereof with such additions to such term as may
hereafter be made, and includes without limitation all merchandise, raw
materials, parts, supplies, packing and shipping materials, work in process and
finished products, including without limitation such inventory as is
temporarily out of Borrower’s custody or possession or in transit and including
any returned goods and any documents of title representing any of the above.


 


“Investment Property” means all of the
following, now owned and hereafter acquired by Borrower: all investment
property, securities, stocks, bonds, debentures, debt securities, partnership
interests, limited liability company interests, options, security entitlements,
securities accounts, commodity contracts, commodity accounts, and all financial
assets held in any securities account or otherwise, wherever located, and all
other securities of every kind, whether certificated or uncertificated.


 


“Investors” means any preferred equity
holder of Tangoe, Inc.


 


“Loan Documents” means this Loan
Agreement and all other present and future documents, instruments and
agreements securing or evidencing any Loan or otherwise relating hereto.


 

















 


“Material Adverse Change” means (i) a
material adverse change in the business, operations, results of operations,
assets, liabilities, condition or prospects of Borrower, (ii) the
impairment of Borrower’s ability to perform the Obligations, or of ORIX to
enforce the Obligations or realize upon the Collateral, or (iii) a
material adverse change in the value of the Collateral or the amount which ORIX
would be likely to receive in the liquidation of the Collateral.


 


“Obligations” means the Term Loan, the
Revolving Loans, and all other present and future Loans, advances, debts,
liabilities, obligations, guaranties, covenants, duties and indebtedness at any
time owing by Borrower or any of its subsidiaries or affiliates to ORIX or its
parent or any of its subsidiaries or affiliates, whether evidenced by this
Agreement or any note or other instrument or document, whether arising from an
extension of credit, loan, guaranty, indemnification or otherwise, whether
direct or indirect (including, without limitation, those acquired by assignment
and any participation by ORIX in Borrower’s indebtedness or obligations owing
to others), absolute or contingent, due or to become due, including, without
limitation, all interest, charges, expenses, fees, attorney’s fees, expert
witness fees, audit fees, loan fees, prepayment fees, and any other sums chargeable
to Borrower under this Agreement or under any other present or future
instrument or agreement between Borrower and ORIX.


 


“Other Property” means all of the
following, now owned and hereafter acquired by Borrower: all of the following
as defined in the Code in effect on the date hereof with such additions to such
term as may hereafter be made, and all rights relating thereto: “documents”, “instruments”,
“chattel paper”, “letters of credit”, “fixtures”, and “money”, and all other
tangible and intangible personal property and rights of any other kind which
are not included in the other items of Collateral, whether or not covered by
the Code.


 


“Permitted Liens” shall mean the
following: (i) purchase money security interests in specific items of
Equipment; (ii) leases of specific items of Equipment; (iii) liens
for taxes, fees, assessments or other governmental charges or levies, either
not delinquent or being contested in good faith by appropriate proceedings,
provided the same have no priority over any of ORIX’s security interests; (iv) liens
of materialmen, mechanics, warehousemen, carriers, or other similar liens
arising in the ordinary course of business and securing obligations which are
not delinquent or are being contested in good faith by appropriate proceedings,
(v) liens which constitute banker’s liens, rights of set-off or similar
rights as to deposit accounts or other funds maintained with a bank or other
financial institution (but only to the extent such banker’s liens, rights of
set-off or other rights are in respect of customary service charges relative to
such deposit accounts and other funds, and not in respect of any loans or other
extensions of credit by such bank or other financial institution to Borrower), (vi) cash
deposits or pledges of an aggregate amount not to exceed $100,000 to secure the
payment of worker’s compensation, unemployment insurance or other social
security benefits or obligations, public or statutory obligations, surety or
appeal bonds, bid or performance bonds, or other obligations of a like nature
incurred in the ordinary course of business, and (vii) liens described on Exhibit A
hereto.


 


“Person” means any individual, sole
proprietorship, partnership, joint venture, trust, limited liability company,
unincorporated organization, association, corporation, government, or any
agency or political division thereof, or any other entity.


 


“Prime Rate” means the rate of interest
per annum publicly announced from time to time by Citibank N.A., or, if not
available, another major money center bank in New York City selected by ORIX in
its sole discretion, as its prime rate in effect (said prime rate not being
intended to be the lowest rate of interest charged by the referenced bank in
connection with extensions of credit), or if such rate is not available, by a
reasonable alternative means of determining the rate of interest selected by
ORIX in its sole discretion.


 


“Released Intellectual Property” is all
(a) copyrights, copyright rights, copyright applications, copyright
registrations and like protections in each work of authorship and derivative
work thereof, whether published or unpublished, (b) trade secret rights,
including all rights to unpatented inventions and know-how, and confidential
information; (c) mask work or similar rights available for the protection
of semiconductor chips; (d) patents, patent applications and like
protections including without limitation improvements, divisions,
continuations, renewals, reissues, extensions and continuations-in-part of the
same; (e) trademarks, servicemarks, trade styles, and trade names, whether
or not any of the foregoing are registered, and all applications to register
and registrations of the same and like protections, and the entire goodwill of
the business of Borrower connected with and symbolized by any such trademarks; (f) computer
software and computer software products; (g) designs and design rights;
and (h) technology.  Notwithstanding
the foregoing, “Released Intellectual Property” shall not include any Accounts,
license and royalty fees and other revenues, proceeds, or income arising out of
or relating to any of the foregoing.


 


“Representations” means the written
Representations and Warranties previously delivered by Borrower to ORIX dated March 9,
2007.


 


“Reserves” means, as of any date of
determination, such amounts as ORIX may from time to time establish and revise
in its good faith business judgment, reducing the amount of Revolving Loans,
and other financial accommodations which would otherwise be available to
Borrower under the lending formulas provided in the Schedule: (a) to
reflect events, conditions, contingencies or risks which, as determined by ORIX
in its good faith business judgment, do or may adversely affect (i) the
Collateral or any other property which is security for the


 














 


Obligations or its value (including without limitation any increase in
delinquencies of Accounts), (ii) the assets, business or prospects of
Borrower or any guarantor, or (iii) the security interests and other
rights of ORIX in the Collateral (including the enforceability, perfection and
priority thereof); or (b) to reflect ORIX’s good faith belief that any
collateral report or financial information furnished by or on behalf of
Borrower or any guarantor to ORIX is or may have been incomplete, inaccurate or
misleading in any material respect; or (c) in respect of any state of
facts which ORIX determines in good faith constitutes an Event of Default or
may, with notice or passage of time or both, constitute an Event of Default.


 


“Traq Acquisition” is the acquisition
of Traq Wireless, Inc. by Tangoe, Inc.


 


“Warrant” means the warrant to purchase
stock of the Borrower being issued to ORIX, and all extensions and renewals
thereof and replacements therefor.


 


Other Terms.  All accounting terms used in this Agreement,
unless otherwise indicated, shall have the meanings given to such terms in
accordance with GAAP.  All other terms
contained in this Agreement, unless otherwise indicated, shall have the
meanings provided by the Code, to the extent such terms are defined therein.


 


9.  GENERAL PROVISIONS.


 


9.1  Payments.  All
payments with respect to the Obligations shall be made to ORIX by wire transfer
in accordance with written instructions from ORIX.  Payments may be applied and reversed and
re-applied, to the Obligations, in such order and manner as ORIX shall
determine in its good faith business judgment.


 


9.2  Charges to
Accounts.  ORIX may, in its discretion,
require that Borrower pay monetary Obligations in cash to ORIX, or charge them
to Borrower’s Revolving Loan account, in which event they will bear interest at
the same rate applicable to the Revolving Loans.


 


9.3  Confidentiality.  ORIX agrees to use the same
degree of care that it exercises with respect to its own proprietary
information, to maintain the confidentiality of any and all proprietary, trade
secret or confidential information provided to or received by ORIX from the
Borrower, which indicates that it is confidential, including business plans and
forecasts, non-public financial information, confidential or secret processes,
formulae, devices and contractual information, customer lists, and employee
relation matters, provided that ORIX may disclose such information to its
officers, directors, employees, attorneys, accountants, affiliates,
participants, prospective participants, assignees and prospective assignees,
and such other Persons to whom ORIX shall at any time be required to make such
disclosure in accordance with applicable law, and provided, that the foregoing
provisions shall not apply to disclosures made by ORIX in its good faith
business judgment in connection with the enforcement of its rights or remedies
after an Event of Default.  The
confidentiality agreement in this Section supersedes any prior
confidentiality agreement of ORIX relating to Borrower.


 


9.4  Additional Lender.  ORIX, at its option, may
designate another institutional lender to replace ORIX in providing all or a
portion of the Loans (the “Additional Lender”), and Borrower shall cooperate
with the same.  In connection with the Additional
Lender replacing ORIX as the lender of all or a portion of the Loans, this
Agreement and the other Loan Documents shall, at the sole election of ORIX, be
split or divided into two loan and security agreements, each of which shall
cover all or a portion of the Collateral, as designated by ORIX.  To that end, Borrower, upon written request
of ORIX, shall execute, acknowledge and deliver to ORIX and/or its designee or
designees substitute loan agreements, security instruments and security
agreements in such principal amounts, containing terms, provisions and clauses
substantially identical to those contained in this Agreement and such other
documents and instruments (subject to the provisions hereof), in favor of the
Additional Lender (the “Additional Lender Documents”) and appropriate
amendments to this Loan Agreement and the other Loan Documents (including
without limitation an intercreditor agreement between ORIX and the Additional
Lender), all as may be reasonably required by ORIX.  Without limiting the foregoing, the
Additional Lender Documents and the amendment to this Loan Agreement, shall
provide that an Event of Default under the Additional Lender Documents
constitute an Event of Default under the Loan Documents, and vice versa.


 


9.5  Notices.  All notices to be given under this Agreement
shall be in writing and shall be given either personally or by reputable
private delivery service or by regular first-class mail, or certified mail
return receipt requested, addressed as follows: (a) if to Borrower, at its
address shown in the heading to this Agreement; and (b) if to ORIX, at
ORIX Venture Finance LLC, 245 Park Avenue, 19th Floor, New York, NY 10167,
Attention: Ms. Carol Nicholas, with a copy to ORIX USA Corporation, 1717
Main Street, Suite 900, Dallas, Texas 75201, Attention: Mr. Robert
Lenhardt, and with an additional copy to Riemer & Braunstein LLP,
Three Center Plaza, Boston, Massachusetts 02108, Attention: David A. Ephraim,
Esquire.  The parties hereto may change
the address at which they are to receive notices hereunder, by notice in
writing in the foregoing manner given to all other parties.  All notices shall be deemed to have been
given upon delivery in the case of notices personally delivered, or at the
expiration of one Business Day following delivery to the private delivery
service, or two Business Days following the deposit thereof in the United
States mail, with postage prepaid.


 


9.6  Attorneys
Fees and Costs.  Borrower shall reimburse ORIX for all
reasonable attorneys’ fees and all filing, recording, search, title insurance,
appraisal, audit, and other reasonable costs incurred by ORIX, pursuant to, or
in connection with, or relating to this Agreement 


 

















 


(whether or not a lawsuit is filed), including, but not limited to, out
of pocket costs and expenses in connection with any board of directors meeting
observation rights provided to ORIX under this Agreement, all reasonable
attorneys’ fees and costs ORIX incurs hi order to do the following: prepare and
negotiate this Agreement and the documents relating to this Agreement; obtain
legal advice in connection with this Agreement or Borrower; enforce, or seek to
enforce, any of its rights; prosecute actions against, or defend actions by,
Account Debtors; commence, intervene in, or defend any action or proceeding;
initiate any complaint to be relieved of the automatic stay in bankruptcy; file
or prosecute any probate claim, bankruptcy claim, third-party claim, or other
claim; protect, obtain possession of, lease, dispose of, or otherwise enforce
ORIX’s security interest in, the Collateral; represent ORIX in connection with
any sale by ORIX of the Loan or any interest or participation in the Loan,
including without limitation the preparation and negotiation of documentation
relating to the same; and otherwise represent ORIX in any litigation relating
to Borrower.  If either ORIX or Borrower
files any lawsuit against the other predicated on a breach of this Agreement,
the prevailing party in such action shall be entitled to recover its reasonable
costs and attorneys’ fees, including (but not limited to) reasonable attorneys’
fees and costs incurred in the enforcement of, execution upon or defense of any
order, decree, award or judgment.


 


9.7  Public
Announcement.  Borrower hereby
agrees that ORIX may make a public announcement of the transactions
contemplated by this Agreement, and may publicize the same in marketing
materials, newspapers and other publications, and otherwise, and in connection
therewith may use the Borrower’s name, tradenames and logos.


 


9.8  Waivers.  The
failure of ORIX at any time or tunes to require Borrower to strictly comply
with any of the provisions of this Agreement or any other present or future
agreement between Borrower and ORIX shall not waive or diminish any right of ORIX
later to demand and receive strict compliance therewith.  Any waiver of any default shall not waive or
affect any other default, whether prior or subsequent, and whether or not
similar.  None of the provisions of this
Agreement or any other agreement now or in the future executed by Borrower and
delivered to ORIX shall be deemed to have been waived by any act or knowledge
of ORIX or its agents or employees, but only by a specific written waiver
signed by an authorized officer of ORIX and delivered to Borrower.  Borrower waives the benefit of all statutes
of limitations relating to any of the Obligations or this Agreement or any
other Loan Document, and Borrower waives demand, protest, notice of protest and
notice of default or dishonor, notice of payment and nonpayment, release,
compromise, settlement, extension or renewal of any commercial paper,
instrument, account, Account, General Intangible, document or guaranty at any
time held by ORIX on which Borrower is or may in any way be liable, and notice of
any action taken by ORIX, unless expressly required by this Agreement.  NEITHER ORIX NOR ITS PARENT, NOR ANY OF ITS
AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR ATTORNEYS
SHALL BE RESPONSIBLE OR LIABLE TO BORROWER OR TO ANY OTHER PARTY FOR INDIRECT,
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A
RESULT OF ANY FINANCIAL ACCOMMODATION HAVING BEEN EXTENDED, SUSPENDED OR
TERMINATED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF
ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.


 


9.9  General.  The
provisions of this Agreement shall be binding upon and inure to the benefit of
the respective successors, assigns, heirs, beneficiaries and representatives of
Borrower and ORIX; provided, however, that Borrower may not assign or transfer
any of its rights under this Agreement without the prior written consent of
ORIX, and any prohibited assignment shall be void.  No consent by ORIX to any assignment shall release
Borrower from its liability for the Obligations.  If Borrower consists of more than one Person,
their liability shall be joint and several, and the compromise of any claim
with, or the release of, any Borrower shall not constitute a compromise with,
or a release of, any other Borrower.  This
Agreement and all acts, transactions disputes and controversies arising
hereunder or relating hereto, and all rights and obligations of ORIX and
Borrower shall be governed by, and construed in accordance with the internal
laws (and not the conflict of laws rules) of the State of New York.  Borrower (i) agrees that all actions and
proceedings relating directly or indirectly to this Agreement shall, at ORIX’s
option, be litigated in courts located within New York, and that the exclusive
venue therefor shall be the Borough of Manhattan, New York County; (ii) consents
to the jurisdiction and venue of any such court and consents to service of
process in any such action or proceeding by personal delivery or any other
method permitted by law; and (iii) waives any and all rights Borrower may
have to object to the jurisdiction of any such court, or to transfer or change
the venue of any such action or proceeding. 
Paragraph headings are only used in this Agreement for convenience, and
shall not be used in any manner to construe, limit, define or interpret any
term or provision of this Agreement.  The
term “including”, whenever used in this Agreement, shall mean “including (but
not limited to)”.  This Agreement has
been fully reviewed and negotiated between the parties and no uncertainty or
ambiguity in any term or provision of this Agreement shall be construed
strictly against ORIX or Borrower under any rule of construction or
otherwise.  Should any provision of this
Agreement be held by any court of competent jurisdiction to be void or
unenforceable, such defect shall not affect the remainder of this Agreement,
which shall continue in full force and effect. 
This Agreement may be executed and delivered by the signing and delivery
of this Agreement with original signatures or by facsimile copy.  This Agreement and such other written
agreements, documents and instruments as may be executed in connection
herewith, including without limitation the Representations, are the final,
entire and complete agreement between Borrower and ORIX and supersede all prior
and 


 

















 


contemporaneous negotiations and oral representations and agreements,
all of which are merged and integrated in this Agreement.  There are no oral understandings,
representations or agreements between the parties which are not set forth in
this Agreement or in other written agreements signed by the parties in
connection herewith.  The terms and
provisions of this Agreement may not be waived or amended, except in a writing
executed by Borrower and a duly authorized officer of ORIX.  Time is of the essence in the performance by
Borrower of each and every obligation under this Agreement.


 


9.10  Mutual Waiver of Jury
Trial.  BORROWER AND ORIX EACH HEREBY
WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON,
ARISING OUT OF, OR IN ANY WAY RELATING TO, THIS AGREEMENT OR ANY OTHER PRESENT
OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN ORIX AND BORROWER, OR ANY CONDUCT,
ACTS OR OMISSIONS OF ORIX OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH ORIX OR
BORROWER, IN ALL OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT
OR OTHERWISE.


 

















 


	
  Borrower:

  	
   

  
	
   

  	
   

  
	
   

  	
  Tangoe, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Albert R. Subbloie

  	
   

  
	
   

  	
  President or Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Gary R. Martino

  	
   

  
	
   

  	
  Secretary or Ass’t
  Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Traq Wireless, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Albert R. Subbloie

  	
   

  
	
   

  	
  President of Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Gary R. Martino

  	
   

  
	
   

  	
  Secretary or Ass’t
  Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ORIX:

  	
   

  
	
   

  	
   

  
	
   

  	
  ORIX Venture Finance LLC, a Delaware limited liability company

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY

  	
  /s/ Kevin P. Sheehan

  	
   

  
	
   

  	
  Kevin P. Sheehan,

  	
   

  
	
   

  	
  President and CEO

  	
   

  



 














 





 


ORIX


 


Schedule to

Loan and Security Agreement


 




	
  Borrowers:

  	
  (1) Tangoe, Inc., a Delaware
  corporation located at 35 Executive Boulevard, Orange, CT 06477

  
	
   

  	
   

  
	
   

  	
  (2) Traq Wireless, Inc., a
  Delaware corporation located at 35 Executive Boulevard, Orange, CT 06477

  






 


Date:                                                                   March 9,
2007


 


This Schedule is an integral part of the Loan
and Security Agreement between ORIX Venture Finance LLC, a Delaware limited
liability company (“ORIX”) and the above-borrower (“Borrower”) of even date.


 


1.  LOAN AMOUNT (Section 1.1):  Term Loan = $2,500,000.00


 


Revolving Loans =
$5,000,000.00 (subject to limitations below)


 


The Loans shall consist of a
Term Loan (the “Term Loan”) and Revolving Loans (the “Revolving Loans”) as
follows. (“Loans” as used in this Agreement means, collectively, the Term Loan
and the Revolving Loans.)


 


(a)  Term Loan.


 


(1)                                  Disbursement of
Term Loan.


 


The Term Loan shall be in
the original principal  amount of
$2,500,000.00, and, subject to the terms and conditions in this Agreement,
shall be disbursed to Borrower, in one disbursement, within two Business Days
after the date hereof.


 

















 


(2)                                  Principal
Payments. The principal of the Term Loan shall be repaid in
36 equal monthly principal payments of $69,444.44 each, commencing on March 1,
2008 and continuing on the first calendar day of each month thereafter until February 1,
2011 (the “Term Loan Maturity Date”), on which date the entire unpaid principal
balance of the Term Loan and all accrued and unpaid interest thereon shall be
due and payable.


 


(3)                                  Interest Payments.  Commencing on the date on which the Term Loan
is made, accrued interest on the Term Loan shall be paid monthly as provided in
Section 1.3 of this Loan Agreement.


 


(b)                           Revolving
Loans.


 


(1)                                  Amount.  The Revolving loans shall be in an amount up
to the lesser of the following (the “Revolving Loan Limit”): (i) $5,000,000.00
(the “Revolving Loan Dollar Limit”) or (ii) 85% of the amount of Borrower’s
Eligible Accounts (as defined  in  Section  8  above) 
(the  “Advance Rate”),  subject 
to  Reserves  (as 
defined  in Section 8 above).
If for any reason, at any time, the outstanding principal balance of the
Revolving Loans exceeds the Revolving Loan Limit, Borrower shall immediately
repay the excess to ORIX without notice or demand.


 


(2)                                  Advance Rate. ORIX may,
from time to time, modify the Advance Rate, in its good faith business
judgment, upon notice to the Borrower, based on changes in collection
experience with respect to Accounts or other issues or factors relating to the
Accounts or other Collateral.


 


(3)                                  Disbursement
Requests.  Requests by
Borrower for disbursements of Revolving Loans shall be made in writing by
Borrower to ORIX at least three Business Days prior to the date the requested
disbursement is to be made.


 


(4)                                  Revolving Loan
Maturity Date. Notwithstanding anything to the contrary in this
Agreement, Revolving Loans may be borrowed, repaid and re-borrowed, until March 9,
2009 (the “Revolving 


 

















 


Loan Maturity Date”) on
which date the entire unpaid principal balance of the Revolving Loans and all
accrued and unpaid interest thereon shall be due and payable. After the
Revolving Loan Maturity Date, no further Revolving Loans shall be made.


 


	
  2. INTEREST.

   

  Interest
  Rate

  (Section 1.3):

  	
   

  	
  

  

  The Term Loan shall bear interest at an interest rate equal to the Prime Rate
  in effect from time to time, plus 2.5% per annum.

  

  The Revolving Loans shall bear interest at an interest rate equal to the
  Prime Rate in effect from time to time, plus 1.0% per annum.

  

  Interest shall be calculated on the basis of a 360-day year for the actual
  number of days elapsed. Prime Rate has the meaning set forth in
  Section 8 of this Agreement.

  
	
   

  	
   

  	
   

  
	
  3. FEES (Section 1.4):

   

  Loan Fee:

  	
   

  	
  

  

  $37,500.00, due and
  payable concurrently herewith.

  
	
   

  	
   

  	
   

  
	
  4. MATURITY DATE

  (Section 6.1):

  	
   

  	
  

  With respect to the Term Loan, the Term Loan Maturity Date (as defined in
  Section 1 of this Schedule).

  

  With respect to the Revolving Loans, the Revolving Loan Maturity Date (as
  defined in Section 1 of this Schedule).

  
	
   

  	
   

  	
   

  
	
  5.
  REPORTING

  (Section 4.2):

  	
   

  	
  Borrower, at its expense,
  shall provide ORIX with the following:



  (a)     Monthly reconciliations of
  accounts receivable agings (aged by invoice date) and borrowing base report,
  within thirty days after the end of each month;



  (b)    Monthly accounts payable
  agings, aged by invoice date, if any, within thirty days after the end of
  each month;



  (c)     Monthly financial
  statements within thirty days after the end of each month;

  



 

















 


	
   

  	
   

  	
  (d)    Annual, unqualified
  financial statements, audited by independent certified public accountants
  acceptable to ORIX (provided that, as of the date of this Agreement,
  Borrower’s certified public accounting firm is Deloitte & Touche
  USA, LLC, which is acceptable to ORIX), within one hundred fifty days after
  the end of each fiscal year of Borrower;



  (e)     Compliance certificates
  within fifteen days after the end of each month, confirming that no Defaults
  have occurred, at such intervals and times as ORIX shall specify; 



  (f)       Within five (5) days
  of ORIX’s request, transaction reports, general ledger, and outstanding or
  held check registers; and



  (g)    budgets, sales
  projections, operating plans or other financial information reasonably
  requested by ORIX.

  
	
   

  	
   

  	
   

  
	
  6. FINANCIAL COVENANTS.

  (Section 4.8):

  	
   

  	
   

  
	
   

  	
   

  	
  None.

  
	
   

  	
   

  	
   

  
	
  7. ADDITIONAL PROVISIONS.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)          Warrants. Borrower shall concurrently issue to ORIX
  seven-year warrants to purchase 168,919 shares of Series E Convertible
  Preferred Stock of Borrower at a purchase price of $0.74 per share, on the
  terms set forth in ORIX’s standard form Warrant to Purchase Stock.



  (b)         Deposit
  Accounts. By no later than forty-five (45) days after the
  Closing Date, Borrower shall cause the banks and other institutions where its
  Deposit Accounts are maintained to enter into control agreements with ORIX,
  in form and substance satisfactory to ORIX in its good faith business
  judgment and sufficient to perfect ORIX’s first-priority security interest in
  said Deposit Accounts.



  (c)          Landlord’s
  Consent. By no later than thirty (30) days after the
  Closing Date, Tangoe, Inc. shall deliver to ORIX a fully-executed
  landlord’s consent, in form and substance satisfactory to ORIX in its good
  faith business judgment, with respect to Tangoe, Inc.’s location at 35
  Executive Boulevard, Orange, CT 06477.

  



 

















 


	
  Borrower:

  	
   

  	
  ORIX:

  
	
   

  	
   

  	
   

  
	
  Tangoe, Inc.

  	
   

  	
  ORIX Venture Finance LLC, a Delaware limited liability company

  
	
  By

  	
  /s/ Albert R. Subbloie

  	
   

  	
   

  	
   

  
	
  President or Vice President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Kevin P. Sheehan

  
	
  By

  	
  /s/ Gary R. Martino

  	
   

  	
   

  	
  Kevin P. Sheehan

  
	
  Secretary or Ass’t Secretary

  	
   

  	
   

  	
  President and CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Traq Wireless, Inc.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Albert R. Subbloie

  	
   

  	
   

  	
   

  
	
  President or Vice President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Gary R. Martino

  	
   

  	
   

  	
   

  
	
  Secretary or Ass’t Secretary

  	
   

  	
   

  	
   

  



 














 





 


ORIX


 


Limited Consent and First
Amendment

to Loan and Security Agreement


 


	
  Borrowers:

  	
  (1) Tangoe, Inc.

  
	
   

  	
  (2) Traq Wireless, Inc.

  
	
   

  	
   

  
	
  Date:

  	
  July 28, 2008

  



 


This LIMITED CONSENT AND FIRST AMENDMENT TO
LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of the
date set forth above by and among ORIX VENTURE FINANCE LLC, a Delaware limited
liability company (“ORIX”), and TANGOE, INC., a Delaware corporation (“Tangoe”),
and TRAQ WIRELESS, INC., a Delaware corporation (“Traq” and Tangoe
hereinafter, jointly and severally, individually and collectively, “Borrower”).


 


RECITALS:


 


WHEREAS, Borrower and ORIX are parties to
that certain Loan and Security Agreement dated as of March 9, 2007 (as
from time to time amended, restated, supplemented or otherwise modified, the “Loan
Agreement”), pursuant to which ORIX has agreed to make loans and other
extensions of credit to Borrower in accordance with the terms thereof;


 


WHEREAS, Tangoe, Information Strategies
Group, a New Jersey corporation (“ISG”) and BillingIT.com, Inc., a
New York corporation (“BillingIT” and ISG hereinafter, jointly and
severally, individually and collectively, “Seller”), are party to a
certain Asset Purchase Agreement, dated as of July 2, 2008 (“Asset
Purchase Agreement”), pursuant to which Tangoe has agreed to purchase
certain assets from Seller on the terms and conditions set forth in the Asset
Purchase Agreement (the “Acquisition”);


 


WHEREAS, in connection with the foregoing,
Borrower has requested that ORIX consent to the consummation of the Acquisition
and agree to amend the Loan Agreement as provided herein;


 

















 


WHEREAS, ORIX has agreed to consent to the
Acquisition and amend the Loan Agreement on the terms and subject to the
conditions set forth herein


 


WHEREAS, in connection with the foregoing,
Tangoe shall issue to ORIX Finance Equity Investors, LP warrants to purchase
850,000 shares of Tangoe’s Series F Convertible Preferred Stock, $.0001
par value, in accordance with a certain Warrant to Purchase Stock, dated as of
the date hereof, in the form of Exhibit A attached hereto (the “Warrant”);
and


 


WHEREAS, this Amendment shall constitute a
Loan Document and capitalized terms used but not otherwise defined in this
Amendment shall have the meanings described to them in the Loan Agreement.


 


NOW, THEREFORE, in consideration of the
foregoing and the agreements, promises and covenants set forth below, and for
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:


 


Section 1                                              Consents.  In reliance upon the representations and
warranties made by Borrower set forth in Section 3 below and subject to
the prior satisfaction of the conditions to effectiveness set forth in Section 4
below, ORIX hereby consents to (i) the consummation of the Acquisition in
accordance with the terms of the Asset Purchase Agreement, delivered pursuant
to Section 4(e) hereof and acknowledges that the consummation of the
Acquisition in accordance with the terms of the Asset Purchase Agreement, delivered
pursuant to Section 4(e) hereof, shall not constitute a Default under
Sections 4.5(ii) and 4.5(xiii) of the Loan Agreement, and (ii) the
Borrower repurchasing its capital stock, on the effective date of this
Amendment, from certain stockholders, other than from Edison Venture Fund IV,
L.P., Edison Venture Fund IV SBIC, L.P., Sevin Rosen Fund VI, L.P., Sevin Rosen
VI Affiliates Fund L.P., Sevin Rosen Bayless Management Company, Sevin Rosen
Fund VIII, L.P., Sevin Rosen VIII Affiliates Fund, L.P., Investor Growth
Capital Limited, Investor Group, L.P., North Atlantic Venture Fund III and
North Atlantic SBIC IV, L.P. (the “Stock Repurchase”), for an aggregate
purchase price of not more than $5,000,000 and a share price of not more than
$1.06 per share, in accordance with the terms of a Stock Repurchase Agreement,
substantially in the form of Exhibit B attached hereto (the “Repurchase
Agreement”), and acknowledges that the consummation of the Stock Repurchase
in accordance with the terms of the Repurchase Agreement, shall not constitute
a Default under Sections 4.5(ix) or 4.5(xiii) of the Loan Agreement.  For purposes hereof, the parties hereto
hereby acknowledge and agree that the consent provided herein is a limited
consent and shall not constitute a consent to any other agreement or matter or
a waiver of any other provision of the Loan Agreement or any other Loan
Document.


 


Section 2                                              Amendment to
Loan Agreement.


 


(a)                                 Sections 1 (Loan Amount), 2
(Interest) and 6 (Financial Covenants) of the Schedule are hereby deleted in
their entirety and replaced with Section 1, 2 and 6 as set forth on Exhibit C
attached hereto.


 


(b)                                 Section 2.1 of the Loan
Agreement is hereby amended by adding the following text at the end thereof:


 

















 


“Notwithstanding the foregoing, upon the
occurrence of (i) the Borrower entering into a substitute working capital
revolving facility, with an entity other than ORIX (the “Replacement Lender”),
which facility (a) shall not, without the prior written consent of ORIX,
exceed the principal amount of $10,000,000 (the “Replacement Loan Limit”),
and (b) shall expressly provide, unless otherwise consented to in writing
by ORIX, that the maximum amount available for all outstanding borrowings and
other financial accommodations thereunder, shall not exceed the lesser of (1) the
Replacement Loan Limit and (2) 80% of Borrower’s “eligible accounts” (with
the term “eligible accounts” having the exact same definition as the term
Eligible Accounts has in this Agreement on the effective date of the Limited Consent
and First Amendment), (ii) the repayment in cash and in full of all
principal and accrued and unpaid interest on all outstanding Revolving Loans,
and (iii) the irrevocable termination of ORIX’s commitment to make
Revolving Loans under this Agreement, ORIX shall subordinate its security
interest in the portion of the Collateral consisting solely of cash, account
receivables and Inventory, to the security interest of the Replacement Lender
in such assets, pursuant to the terms of an intercreditor agreement between
ORIX and the Replacement Lender, in form and substance satisfactory to ORIX.


 


Section 3                                              Representations
and Warranties.  To induce
ORIX to enter into this Amendment, Borrower represents and warrants that:


 


(a)                                 No Default.  After giving effect to this Amendment and the
Acquisition, no Default or Event of Default shall have occurred to be
continuing as of the date hereof;


 


(b)                                 Representations and
Warranties.  All
representations and warranties by (i) Borrower contained in the Loan
Agreement, and (ii) Tangoe contained in the Asset Purchase Agreement, are
true, accurate and complete in all respects on and as of the date hereof to the
same extent as though made on and as of such date except to the extent such
representations and warranties specifically relate to an earlier date;


 


(c)                                  Corporate Authority.  (i) The execution, delivery and
performance by Borrower of this Amendment, the Warrant and the Asset Purchase
Agreement are within its corporate powers and have been duly authorized by all
necessary corporate action on the part of Borrower, (ii) this Amendment
and the Warrant are the legal, valid and binding obligations of Borrower
enforceable against Borrower in accordance with their terms and (iii) neither
the execution, delivery or performance by Borrower of this Amendment, the
Warrant or the Asset Purchase Agreement (1) violates any law or
regulation, or any other or decree of any governmental authority, (2) conflicts
with or results in the breach or termination of, constitutes a default under or
accelerates any performance required by, any indenture, mortgage, deed of
trust, lease, agreement or other instrument to which Borrower is a party or by
which Borrower or any of its property is bound, (3) results in the
creation or imposition of any Lien (other than Permitted Liens) upon any of the
Collateral, (4) violates or conflicts with the articles of incorporation
or bylaws of Borrower, or (5) requires the consent, approval or
authorization of, or declaration or filing with, any other Person, except for
those already duly obtained; and


 

















 


(d)                                 Event of Default.  By its signature below, Borrower agrees that
it shall constitute an Event of Default if any representation or warranty made
herein is untrue or incorrect in any material respect as of the date when made
or deemed made.


 


Section 4                                              Conditions
Precedent.  The
effectiveness of this Amendment, and the obligation of ORIX to make any Loans,
is subject to the following conditions precedent:


 


(a)                                 Amendment.  ORIX shall have received a true and complete
copy of this Amendment, duly executed by Borrower.


 


(b)                                 Warrant.  ORIX shall have received a true and complete
copy of the Warrant, duly executed by Borrower.


 


(c)                                  Representation and
Warranties.  ORIX shall
have received a true and complete copy of Representation and Warranties signed
by Borrower, in form and substance satisfactory to ORIX.


 


(d)                                 Solvency Certificate.  ORIX shall have received a certificate, duly
executed by the Chief Financial Officer of Borrower, dated as of the date
hereof, as to the solvency of Borrower and its subsidiary following the
consummation of the transactions contemplated hereunder and under the Asset
Purchase Agreement, in form and substance satisfactory to ORIX.


 


(e)                                  Asset Purchase Agreement.  ORIX shall have received a true and complete
copy of the Asset Purchase Agreement, together with true and complete copies of
all exhibits and schedules thereto, each in form and substance reasonably
satisfactory to ORIX, duly executed and delivered by each of the parties
thereto.


 


(f)                                   Conditions to Asset Purchase
Agreement.  Each of the
conditions precedent set forth in Sections 6 and 7 of the Asset Purchase
Agreement shall have been satisfied or waived.


 


(g)                                  Acquisition.  Tangoe and Seller shall have satisfied all
terms and conditions to the Acquisition in accordance with the terms and
conditions of the Asset Purchase Agreement (with the sole exception of
delivering the cash portion of the Purchase Price, as such term is defined in
the Asset Purchase Agreement), as in effect on the date hereof, without waiver,
modification, or delay in the performance thereof.


 


(h)                                 Equity Investment.  ORIX shall have received evidence, in form
and substance satisfactory to ORIX, that a cash equity investment has been made
in Borrower, on or about the date hereof, in an amount not less than
$12,000,000.


 


(i)                                     Secretary’s Certificates.  ORIX shall have received a certificate from
each Borrower, executed by Borrower’s corporate secretary or an assistant
secretary, dated as of the date hereof (i) attaching resolutions of
Borrower’s Board of Directors, approving and authorizing the execution,
delivery and performance of the Amendment, the Warrant, the Asset Purchase
Agreement and the transactions to be consummated in connection therewith, which
certificate shall be in form and substance satisfactory to ORIX and shall state
that the resolutions thereby certified have not been amended, modified, revoked
or rescinded, (ii) attaching certified copies of Borrower’s organizational
documents, certificate of good standing, and foreign qualifications, and 


 

















 


(ii) stating that (A) all of the representations and
warranties of Borrower contained in the Loan Documents and the Asset Purchase
Agreement are true and correct in all material respects as of such date, and (B) no
event has occurred and is continuing, which constitutes an Event of Default.


 


(j)                                    Flow of Funds Memo.  ORIX shall have received a true and complete
copy of a certain letter agreement, in the form attached as Exhibit D
hereto, duly executed by all the parties thereto.


 


(k)                                 Legal Opinion.  ORIX shall have received an opinion of
Shipman & Goodwin LLP, counsel to each Borrower, in form and substance
satisfactory to ORIX.


 


(l)                                     Payoff of Existing Term Loan.  Borrower shall have repaid in full all
principal and accrued interest outstanding on the Term Loan with proceeds from
the advance hereunder.


 


(m)                             Upfront Fee.  Borrower shall have paid ORIX an upfront fee
in the amount of $71,250, which fee shall be deemed fully earned and
non-refandable upon receipt thereof.


 


(n)                                 Cost and Expenses.  Borrower shall have reimbursed ORIX for all
out-of-pocket costs and expenses, including, without limitation, reasonable
attorneys’ fees and expenses, incurred by ORIX in connection with this
Amendment, the Warrant and the Asset Purchase Agreement.  ORIX hereby acknowledges its receipt of
$40,000 from Borrower, which shall be credited by ORIX, to the extent
available, first against the out-of-pocket costs and expenses due in accordance
with this Section 4(n) and second against the upfront fee due in
accordance with Section 4(m) above.


 


(o)                                 No Default.  No Default or Event of Default under the Loan
Agreement, as amended hereby, or the Asset Purchase Agreement, shall have
occurred and be continuing.


 


(p)                                 Warranties and
Representations.  After giving
effect to this Amendment, the Acquisition and the transactions contemplated
hereby and thereby, the warranties and representations of Borrower contained in
the Loan Documents shall be true and correct as of the effective date hereof,
with the same effect as though made on such date, except to the extent that
such warranties and representations expressly relate to an earlier date, and
all of such representations and warranties (except those relating to an earlier
date) are hereby remade by Borrower as of the date hereof.


 


(q)                                 Material Adverse Change.  ORIX shall have determined, in its sole
discretion, that there is no Material Adverse Change (financial or otherwise).


 


(r)                                    Other Requirements.  ORIX shall have received such other
documentation and information which it shall have requested pursuant to this
Amendment.


 


Section 5                                              Reference to
and Effect on Loan Documents.


 


(a)                                 Ratification.  Except as specifically amended above, the
Loan Agreement and the other Loan Documents shall remain in full force and effect.  Notwithstanding anything contained herein,
the terms of this Amendment are not intended to and do not effect a novation of



 

















 


the Loan Agreement or any other Loan Document.  Borrower hereby ratifies and reaffirms each
of the terms and conditions of the Loan Documents to which it is a party and
all of its obligations thereunder.


 


(b)                                 Intellectual Property
Security Agreements.  Borrower
hereby ratifies, confirms and reaffirms, all and singular, the terms and
conditions of the Intellectual Property Security Agreement, dated as of March 9,
2007, between Borrower and ORIX (the “IP Agreement”), and acknowledges,
confirms and agrees that the IP Agreement contains an accurate and complete
listing of all Intellectual Property and shall remain in full force and effect.


 


(c)                                  Representations.  Borrower hereby ratifies, confirms and
reaffirms, all and singular, the terms and disclosures contained in the
Representations, and acknowledges, confirms and agrees the disclosures and
information Borrower provided to ORIX in the Representations have not changed,
as of the date hereof.


 


(d)                                 No Waiver.  The execution, delivery and effectiveness of
this Amendment shall not operate as a waiver of any right, power or remedy of
ORIX under the Loan Agreement or any of the other Loan Documents, other than to
the extent expressly set forth herein or previously waived in writing.


 


(e)                                  References.  Upon the effectiveness of this Amendment each
reference in (a) the Loan Agreement to “this Agreement,” “hereunder,” “hereof,”
or words of similar import and (b) any other Loan Document to “the
Agreement” or “the Loan Agreement” shall, in each case and except as otherwise
specifically stated therein, mean and be a reference to the Loan Agreement as
amended hereto.


 














 


Section 6                                               Releases.  In further consideration of ORIX’s execution
of this Amendment, Borrower for itself and on behalf of its respective
successors (including, without limitation, any trustees acting on behalf of
Borrower and any debtor-in-possession with respect to Borrower), assigns,
subsidiaries and affiliates, hereby forever releases ORIX and then-respective
successors, assigns, parents, subsidiaries, affiliates, officers, employees
directors, agents and attorneys (collectively, the “Releasees”) from any
and all debts, claims, demands, liabilities, responsibilities, disputes,
causes, damages, actions and causes of action (whether at law or in equity) and
obligations of every nature whatsoever, whether liquidated or unliquidated,
known or unknown, matured or unmatured, fixed or contingent (collectively, “Claims”),
that Borrower may have against the Releasees which arise from or relate to any
actions which the Releasees may have taken or omitted to take prior to the date
this Amendment was executed with respect to the Obligations, any Collateral,
the Loan Agreement, any other Loan Document and any third parties liable in
whole or in part for the Obligations, other than arising out of such Releasee’s
gross negligence or willful misconduct, as finally determined by a
non-appealable court of competent jurisdiction. 
This provision shall survive and continue in full force and effect
whether or not Borrower shall satisfy all other provisions of this Amendment,
the Loan Documents or the Loan Agreement including payment in full of all
Obligations.


 


Section 7                                               Miscellaneous.


 


(a)                                  Successors and Assigns.  This Amendment shall be binding on and shall
inure to the benefit of Borrower and ORIX and their respective successors and
assigns.


 


(b)                                 ENTIRE AGREEMENT.  THIS AMENDMENT REPRESENTS THE ENTIRE, FINAL
AGREEMENT AND UNDERSTANDING CONCERNING THE SUBJECT MATTER HEREOF BETWEEN THE
PARTIES HERETO, AND SUPERSEDES ALL OTHER PRIOR AGREEMENTS, UNDERSTANDINGS,
NEGOTIATIONS AND DISCUSSIONS, REPRESENTATIONS, WARRANTIES, COMMITMENTS,
PROPOSALS, OFFERS AND CONTRACTS CONCERNING THE SUBJECT MATTER HEREOF, WHETHER
ORAL OR WRITTEN.  THIS AMENDMENT, ANY
SUPPLEMENTS HERETO, AND ANY INSTRUMENTS OR DOCUMENTS DELIVERED OR TO BE
DELIVERED IN CONNECTION HEREWITH MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES
HERETO.  THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES HERETO.


 


(c)                                  Headings.  Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.


 


(d)                                 Severability.  Wherever possible, each provision of this
Amendment shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Amendment shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Amendment.


 

















 


(e)                                  Counterparts.  This Amendment may be executed in any number
of separate original counterparts (or telecopied counterparts with original
execution copy to follow) and by the different parties on separate
counterparts, each of which shall be deemed to be an original, but all of such
counterparts shall together constitute one agreement.  Delivery of an executed counterpart of a
signature page to this Amendment by telecopy shall be effective as
delivery of a manually executed counterpart of this Amendment.


 


(f)                                    Incorporation of Loan
Agreement Provisions.  The
provisions contained in Section 9.9  (Governing Law) and Section 9.10
(Jury Waiver) of the Loan Agreement are incorporated herein by reference to the
same extent as if reproduced herein in their entirety.


 


[Signatures follow]


 

















 


IN WITNESS WHEREOF,
this Amendment has been duly executed on the date first written above.


 


Borrower


 


	
  TANGOE, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Albert R. Subbloie

  	
   

  
	
   

  	
  President or Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Gary R. Martino

  	
   

  
	
   

  	
  Secretary or Assistant Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TRAQ WIRELESS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Albert R. Subbloie

  	
   

  
	
   

  	
  President or Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Gary R. Martino

  	
   

  
	
   

  	
  Secretary or Assistant Secretary

  	
   

  



 


 


ORIX:


 


	
  ORIX VENTURE FINANCE LLC

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ Kevin P. Sheehan

  	
   

  
	
   

  	
  Kevin P. Sheehan,

  	
   

  
	
   

  	
  President and CEO

  	
   

  



 


[Signature page to
Limited Consent and First Amendment]


 

















 


EXHIBIT A


 


Warrant


 


[See attached]


 

















 


EXECUTION
COPY


 


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:

  	
  850,000, subject to adjustment

  
	
  Class of Stock:

  	
  Series F Convertible Preferred Stock, $.0001 par value

  
	
  Initial Exercise Price:

  	
  $1.1776 per share, subject to adjustment

  
	
  Issue Date:

  	
  July 28, 2008

  
	
  Expiration Date:

  	
  July 28, 2015

  



 


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.)


 


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 fully 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 reclassifications, 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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  
	
  Holder:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ORIX Finance Equity Investors, LP

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: ORIX Finance Corp., its General Partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 

















 


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 B


 


STOCK REPURCHASE AGREEMENT


 


Tangoe, Inc.


35 Executive Boulevard


Orange, CT  06477


Attention:  Gary Martino, CFO


 


Ladies and Gentlemen:


 


The undersigned is the holder of the shares
of Series A Preferred Stock and/or Common Stock of Tangoe, Inc., a
Delaware corporation (the “Company”) described on the signature page to
this Agreement (the “Signature Page”) as the “Shares to be Purchased” (referred
to as the “Shares”).  The undersigned
wishes to sell the Shares to the Company on the terms and conditions set forth
in this Agreement, as part of a proposed repurchase of shares to be effected by
the Company as described in a letter dated July 10, 2008 from the Company
to the undersigned and other stockholders of the Company (the “Letter”).  Capitalized terms used in this Agreement and
not defined shall have the meanings set forth in the Letter.


 


1.             Repurchase of the Shares.  Subject to the terms and
conditions set forth in this Agreement, the Company shall repurchase the Shares
from the undersigned, and the undersigned shall sell the Shares to the Company,
free and clear of all liens, pledges, security interests, charges, claims and
other encumbrances, for the aggregate purchase price (the “Purchase Price”) set
forth on the Signature Page, payable as provided below.


 


2.             Procedures.


 


(a)           Submissions. 
In order to participate in the Proposed Repurchase and have the Company
consider signing this Agreement and consummating the repurchase contemplated by
this Agreement, the undersigned must submit to the Company:  (i) two properly completed copies of the
Signature Page of this Agreement, signed by the undersigned, (ii) original
stock certificates for all of the Shares(the “Stock Certificates”) (in the
event that only a portion of the shares represented by a certificate are
included in the Shares, the Company will prepare and return to you a new stock
certificate for the retained shares); and (iii) a Stock Assignment in the
form attached to this Agreement, properly completed and signed by the
undersigned with respect to each Stock Certificate (the “Stock Assignments”),
all of which must be delivered to the Company, c/o Shipman & Goodwin
LLP, One Constitution Plaza, Hartford, CT 06103, Attention : Pattie Chouinard,
Paralegal.  If the Shares are jointly
held, each owner must sign the documents specified in this Section 2.


 


(b)           Acceptance. 
The undersigned understands that the purchase and sale of the Shares
pursuant to this Agreement is conditional upon the consummation by the Company
of the Acquisitions the Debt Financing and the Series F Financing.  This Agreement, the Stock Certificates and
Stock Assignments delivered pursuant to Section 2(a) above will be
held by the Company in escrow pending closing under this Agreement.  If the Company rejects the undersigned’s offer
to sell the Shares, or if the closing of the purchase and sale of the Shares
contemplated by this Agreement has not been consummated by August 15,
2008, then this 


 

















 


Agreement and the Stock Assignments will be
destroyed and the Stock Certificates will be returned to the undersigned.  This Agreement shall be deemed to be accepted
by the Company only when a copy of this Agreement is signed by the Company.


 


(c)           Rejection. 
The Company may at its option refuse to accept the undersigned’s offer
to sell the Shares in its discretion for any reason.


 


3.             Closing.


 


(a)           Subject to the terms and provisions of this Agreement, the
purchase and sale of the Shares shall be consummated on such date on or before August 15,
2008 as is designated by the Company (the “Closing”).


 


(b)           At the Closing, the Company will pay to the undersigned,
by check or wire transfer, the Purchase Price


 


(c)           At the Closing, the Stock Certificates and Stock
Assignments will be deemed released from escrow and delivered to the Company,
free and clear of all liens, pledges, security interests, charges, claims and
other encumbrances.


 


4.             Representations and Warranties of the Parties.


 


(a)           Upon execution of this Agreement, the Company hereby
represents and warrants to the undersigned that:


 


(i)                                     This Agreement
is the valid and binding obligation of the Company, enforceable against it in
accordance with its terms, except that such enforcement is subject to
applicable bankruptcy, reorganization, insolvency, moratorium, and other
similar laws affecting generally the enforcement of creditors’ rights; and


 


(ii)                                  No
authorization, approval or consent of any governmental department, bureau or
agency or other public board or authority is required to be obtained for the
consummation by the Company of the transactions contemplated by this Agreement,
except for such consents as have been obtained.


 


(b)           The undersigned hereby represents and warrants to the
Company that:


 


(i)                                     The undersigned
is the record and beneficial owner of the Shares, free and clear of all liens,
pledges, security interests, charges, claims and other encumbrances;


 


(ii)                                  This Agreement
is the valid and binding obligation of the undersigned, enforceable against the
undersigned in accordance with its terms, except that such enforcement is
subject to applicable bankruptcy, reorganization, insolvency, moratorium, and
other similar laws affecting generally the enforcement of creditors’ rights;
and


 

















 


(iii)                               No
authorization, approval or consent of any governmental department, bureau or
agency or other public board or authority is required to be obtained for the
consummation by the undersigned of the transactions contemplated by this
Agreement.


 


5.             General Provisions.


 


5.1          Survival
of Representations, Warranties and Covenants.  The representations, warranties
and covenants contained in or made pursuant to this Agreement shall survive the
execution and delivery of this Agreement and the Closing, and shall continue
until the expiration of any applicable statute of limitations.


 


5.2          Governing
Law.  This Agreement shall be
governed by and construed under the laws of the State of Delaware.


 


5.3          Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.


 


5.4          Amendments
and Waivers.  Any term of
this Agreement may be amended and the observance of any term of this Agreement
may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and the undersigned.


 


5.5          Entire
Agreement.  This Agreement,
including all Exhibits and Schedules hereto constitutes the entire agreement
among the parties, and supersedes all other prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof.


 


[Intentionally left blank; signature page follows.]


 

















 


TANGOE, INC.


 


STOCK REPURCHASE AGREEMENT SIGNATURE PAGE


 


Name of the Undersigned:                                                       


{Note:  Must match name on stock
certificate(s) exactly.}


 


Number of shares of Series A Preferred Stock to be Sold:                        {Note:  Members of Senior Management should enter “None.”}


 


Number of Shares of Common Stock to be Sold:                        {Note:
Series A Preferred Stockholders should enter “None,” unless otherwise
approved by the Company in advance.}


 


Purchase Price (insert number of shares times $1.06): $                       {Note:  If you are selling all of your Common Stock
and Series A Preferred Stock with prior Company approval, use $0.75 per
share rather than $1.06.}


 


	
  DATE:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature(s)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  If the undersigned is an entity:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Social Security Number(s) or

  
	
   

  	
   

  	
   

  	
  Taxpayer’s Identification Number(s)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Accepted by Tangoe, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT F


 


STOCK ASSIGNMENT SEPARATE FROM
CERTIFICATE


{For Series A Preferred
Stock Only}


 


FOR VALUE RECEIVED, the undersigned                                                does
hereby sell, assign and transfer unto Tangoe, Inc. an aggregate of                                                                      shares
of the Series A Preferred Stock, par value $0.0001 per share, of Tangoe, Inc., a Delaware corporation (the “Company”) standing in the
undersigned’s name on the books of the Company and represented by Stock
Certificate No.       , and does hereby
irrevocably constitute and appoint                                                       as
the undersigned’s attorney to transfer this stock on the books of the Company
with full power of substitution in the premises.


 


Dated: July         , 2008


 


	
   

  	
   

  	
   

  



 


 


Instructions::


1.                Insert your name, the number of
shares and Stock Certificate No.


2.                Leave the “constitute
and appoint                              ”
line blank.


3.                The name should match exactly
the name on your stock certificate.


4.                Do a separate Stock Assignment for each Stock
Certificate.


 

















 


EXHIBIT F


 


STOCK ASSIGNMENT SEPARATE FROM
CERTIFICATE


{For Common Stock Only}


 


FOR
VALUE RECEIVED, the undersigned,                                                does
hereby sell, assign and transfer unto Tangoe, Inc.
an aggregate of                                                                       shares
of the Common Stock, par value $0.0001 per share, of Tangoe, Inc., a Delaware corporation (the “Company”)
standing in the undersigned’s name on the books of the Company and represented
by Stock Certificate No.       , and does
hereby irrevocably constitute and appoint                                                       as
the undersigned’s attorney to transfer this stock on the books of the Company
with full power of substitution in the premises.


 


Dated:
July       ,2008


 


	
   

  	
   

  	
   

  



 


 


Instructions:;


1.                Insert your name, the number of
shares and Stock Certificate No.


2.                Leave the “constitute
and appoint                              ”
line blank.


3.                The name should match exactly
the name on your stock certificate.


4.                Do a separate Stock Assignment
for each Stock Certificate.


 














 


EXHIBIT C


 


	
  1.

  	
  LOAN
  AMOUNT  (Section 1.1):

  	
  Term Loan = $14,250,000.00

  
	
   

  	
   

  	
  Revolving Loans = $5,000,000.00 (subject to limitations below)

  
	
   

  	
   

  	
   

  
	
   

  	
  The Loans shall consist of
  a Term Loan (the “Term Loan”) and Revolving Loans (the “Revolving Loans”) as
  follows. (“Loans” as used in this Agreement means, collectively, the Term
  Loan and the Revolving Loans.)

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Term Loan.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  Disbursement of Term Loan.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  The Term Loan shall be in the original principal amount of
  $14,250,000.00, and, subject to the terms and conditions in this Agreement,
  shall be disbursed to Borrower in one disbursement, but in no event shall the
  Term Loan be made after July 31, 2008.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  Principal Payments.  On each “Payment Date” set forth in the
  table below, Borrower shall repay the principal of the Term Loan in the
  amount set forth across from the applicable Payment Date:

  



 


	
   

  	
  Payment Date

  	
   

  	
  Amount

  	
   

  
	
   

  	
  February 1, 2010, and
  the first day of each month thereafter, through and including July 1,
  2010

  	
   

  	
  $

  	
  201,250

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  August 1, 2010, and
  the first day of each month thereafter, through and including July 1,
  2011

  	
   

  	
  $

  	
  340,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  August 1, 2011, and
  the first day of each month thereafter, through and including June 1,
  2012

  	
   

  	
  $

  	
  491,000

  	
   

  



 

















 


	
   

  	
  July 1, 2012 (the
  “Term Loan Maturity Date”)

  	
   

  	
  $

  	
  3,561,500

  	
   

  



 


	
   

  	
   

  	
   

  	
  The entire unpaid principal balance of the Term Loan and all accrued
  and unpaid interest thereon shall be due and payable on Term Loan Maturity
  Date.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (3)

  	
  Prepayment Charge.  Borrower shall have the right, at its
  election, to prepay the Term Loan as a whole at any time, or in part from
  time to time, provided Borrower pays ORIX at the time of such prepayment
  (whether such prepayment is made voluntary or upon acceleration) the
  following prepayment charge: (i) 2% of the principal amount prepaid on
  or prior to July      , 2010; and (ii) 1%
  of the principal amount prepaid at any time thereafter.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (4)

  	
  Interest Payments.  Commencing on the date on which the Term
  Loan is made, accrued interest on the Term Loan shall be paid monthly as
  provided in Section 1.3 of this Loan Agreement.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Revolving Loans.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  Amount.  The
  Revolving loans shall be in an amount up to the lesser of the following (the
  “Revolving Loan Limit”): (i) $5,000,000.00 (the “Revolving Loan Dollar
  Limit”) or (ii) 85% of the amount of Borrower’s Eligible Accounts (as
  defined in Section 8 above) (the “Advance Rate”), subject to Reserves
  (as defined in Section 8 above). 
  If for any reason, at any time, the outstanding principal balance of
  the Revolving Loans exceeds the Revolving Loan Limit, Borrower shall
  immediately repay the excess to ORIX without notice or demand.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  Advance Rate. 
  ORIX may, from time to time, modify the Advance Rate, in its good
  faith business judgment, upon notice to Borrower, based on changes in
  collection

  



 

















 


	
   

  	
   

  	
   

  	
  experience with respect to Accounts or other issues or factors
  relating to the Accounts or other Collateral.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (3)

  	
  Disbursement Requests.  Requests by Borrower for disbursements of
  Revolving Loans shall be made in writing by Borrower to ORIX at least three
  Business Days prior to the date the requested disbursement is to be made.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (4)

  	
  Revolving Loan Maturity Date.  Notwithstanding anything to the contrary in
  this Agreement, Revolving Loans may be borrowed, repaid and re-borrowed,
  until March 9, 2009 (the “Revolving Loan Maturity Date”) on which date
  the entire unpaid principal balance of the Revolving Loans and all accrued
  and unpaid interest thereon shall be due and payable.  After the Revolving Loan Maturity Date, no
  further Revolving Loans shall be made.

  



 


	
  2.

  	
  INTEREST.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Interest Rate

  (Section 1.3):

  	
  The Term Loan shall bear
  interest at an interest rate equal to the Prime Rate in effect from time to
  time, plus 5.0% per annum; provided that, at no time shall the Term Loan bear
  interest at an interest rate equal to less than 9.5% or more than 12.0%, per
  annum.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Revolving Loans shall
  bear interest at an interest rate equal to the Prime Rate in effect from time
  to time, plus 1.0% per annum.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Interest shall be
  calculated on the basis of a 360-day year for the actual number of days
  elapsed. Prime Rate has the meaning set forth in Section 8 of this
  Agreement.

  



 

















 


	
  6.

  	
  FINANCIAL COVENANTS.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Section 4.8):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Borrower shall comply with the following financial covenants.  Compliance shall be measured quarterly,
  except as otherwise provided below.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EBITDA:

  	
   

  	
  Borrowers’ EBITDA determined on a consolidated basis, shall not be
  less than the following amounts during the following periods:

  



 


	
   

  	
  Period

  	
   

  	
  Minimum

  EBITDA

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3 months ended
  September 30, 2008

  	
   

  	
  $

  	
  500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6 months ended
  December 31, 2008

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9 months ended
  March 31, 2009

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12 months ended
  June 31, 2009

  	
   

  	
  $

  	
  3,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12 months ended
  September 30, 2009

  	
   

  	
  $

  	
  4,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12 months ended
  December 31, 2009

  	
   

  	
  $

  	
  5,000,000

  	
   

  



 


	
   

  	
   

  	
   

  	
  For each 12 month period ending on March 31, June 31, September 30
  and December 31 thereafter, through and including December 31,
  2011, the minimum amount of EBITDA for each such period shall be an amount
  negotiated for in good faith, and agreed to in writing, by Borrower and ORIX
  and which is based upon the most recent budget, operating plan and other
  financial information of Borrower provided to ORIX, provided, however,
  if Borrower and ORIX do not reach agreement for the minimum amount of EBITDA
  for any such period, Borrower and ORIX hereby agree that the minimum amount
  of EBITDA for such period will be equal to the sum of $250,000 plus the minimum
  amount of EBITDA established for the immediately preceding period, provided,
  further, however, that any shortfall in Borrower’s EBITDA will
  be waived by ORIX if it

  



 

















 


	
   

  	
   

  	
   

  	
  receives evidence within 30 days of the end of the applicable period,
  satisfactory to ORIX, that either (i) Borrower has raised Subordinated
  Debt in an amount equal to any such shortfall, or (ii) Borrower
  maintained on the last day of the applicable period, unrestricted cash and
  cash equivalents, in an account or accounts with respect to which ORIX has a
  first priority security interest and has obtained an account control
  agreement or account control agreements, in form and substance satisfactory
  to ORIX, of not less than $6,000,000.00.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Minimum Liquidity:

  	
   

  	
  Borrower shall maintain at all times, unrestricted cash and cash
  equivalents, in an account or accounts with respect to which ORIX has a first
  priority security interest and has obtained an account control agreement or
  account control agreements, in form and substance satisfactory to ORIX, of
  not less than $4,000,000.00.  Following
  ORIX’s review of the Borrower’s audited financial statements for fiscal year
  ended December 31, 2008, ORIX may in its sole and absolute discretion
  (but shall have no obligation to do so), eliminate this “Minimum Liquidity”
  covenant upon written notice thereof from ORIX to Borrower.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Definitions:

  	
   

  	
  “EBITDA” shall mean for any period (the “Applicable Period”),
  the net income of Borrower for the Applicable Period, before interest, taxes,
  depreciation and other non-cash amortization expenses (including stock
  compensation expenses and impairment of intangibles) as determined in
  accordance with GAAP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  “Subordinated Debt” is indebtedness incurred by Borrower
  subordinated to all of Borrower’s now or hereafter indebtedness to ORIX
  (pursuant to a subordination, intercreditor, or other similar agreement in
  form and substance satisfactory to ORIX entered into between ORIX and the
  other creditor), on terms acceptable to ORIX.

  



 

















 


Exhibit D


 


Flow of Funds Memo


 


[See attached]


 














 


FUNDS FLOW
MEMORANDUM

RELATING TO

TANGOE, INC.

July 28, 2008

FINANCING AND ACQUISITION

OF

THE BUSINESS AND SUBSTANTIALLY ALL OF THE ASSETS OF

ISG, INC. and BILLINGIT.COM, INC.


 


Parties


 


	
  Tangoe, Inc.

  	
   

  	
  “Purchaser”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Information Strategies Group, Inc. (“’ISG”) and BillingIT.com,

  Inc. (“BillingIT”)

  	
   

  	
  “Sellers”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Investor
  Growth Capital Limited

  	
   

  	
  “IGC Limited”

  	
   

  
	
  Investor
  Growth L.P.

  	
   

  	
  “IG LP”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ORIX
  Venture Finance LLC

  	
   

  	
  “ORIX”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  U.S.
  Bank National Association

  	
   

  	
  “Escrow Agent”

  	
   

  



 


Sources and Uses of Cash at Closing


 


	
  Sources:

  	
   

  	
   

  	
   

  
	
  IGC Limited Investment(1)

  	
   

  	
  $

  	
  8,400,000.97

  	
   

  
	
  IG LP Investment(2)

  	
   

  	
  3,599,999.74

  	
   

  
	
  ORIX Loan

  	
   

  	
  14,250,000.00

  	
   

  
	
  Option Exercise Payment from Rick
  Pontin

  	
   

  	
  21,824.00

  	
   

  
	
  Option Exercise Payment from Al
  Rossini

  	
   

  	
  70,000.00

  	
   

  
	
  Option Exercise Payment from
  Scott Snyder

  	
   

  	
  7,986.00

  	
   

  
	
  Option Exercise Payment from
  Chris Mezzatesta

  	
   

  	
  5,243.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Sources

  	
   

  	
  $

  	
  26,355,052.74

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Uses:

  	
   

  	
   

  	
   

  
	
  A.1           Purchase Price Payment to ISG

  	
   

  	
  $

  	
  11,525,000.00

  	
   

  
	
  A.2           Purchase Price Payment to BillingIT

  	
   

  	
  100,000.00

  	
   

  



 






(1)   Investment
to be made directly to Purchaser to the following account:


 


Tangoe, Inc


Comerica Bank


SWIFT# -MNBDUS33

Routing# -121137522

Acct# -1892029842


 


(2)   Investment
to be made directly to Purchaser at direction of Holdco to the following account:


 


Tangoe, Inc


Comerica Bank


SWIFT# - MNBDUS33


Routing# -121137522

Acct # - 1892029842


 

















 


	
  Sources and Uses of Cash at Closing

  	
   

  
	
   

  	
   

  
	
  A.3 

  	
  Payment
  of Escrow Funds to Escrow Agent

  	
   

  	
  1,375,000.00

  	
   

  
	
  A.4 

  	
  Payment
  of Post Closing Payment to ISG

  	
   

  	
  150,000.00

  	
   

  
	
  B. 

  	
  Term
  Loan Payoff to ORIX

  	
   

  	
  2,164,887.18

  	
   

  
	
  C.1 

  	
  Payment
  of ORIX’s Origination Fee

  	
   

  	
  71,250.00

  	
   

  
	
  C.2 

  	
  Payment of Gunderson Dettmer
  Stough Villeneuve Franklin & Hachigian, LLP Fees and Expenses

  	
   

  	
  50,000.00

  	
   

  
	
  D.1 

  	
  Payment
  to Al Subbloie for Repurchase of Stock

  	
   

  	
  1,259,097.00

  	
   

  
	
  D.2.
  

  	
  Payment
  to Rick Pontin for Repurchase of Stock

  	
   

  	
  330,481.00

  	
   

  
	
  D.3.
  

  	
  Payment
  to Gary Martino for Repurchase of Stock

  	
   

  	
  384,939.00

  	
   

  
	
  D.4 

  	
  Payment
  to Al Rossini for Repurchase of Stock

  	
   

  	
  128,790.00

  	
   

  
	
  D.5 

  	
  Payment
  to Scott Snyder for Repurchase of Stock

  	
   

  	
  120,934.00

  	
   

  
	
  D.6 

  	
  Payment
  to Chris Mezzatesta for Repurchase of Stock

  	
   

  	
  79,391.00

  	
   

  
	
  D.7 

  	
  Payment
  to Paul Schmidt for Repurchase of Stock

  	
   

  	
  135,149.00

  	
   

  
	
  D.8 

  	
  Payment
  to Charles Gamble for Repurchase of Stock

  	
   

  	
  154,949.00

  	
   

  
	
  D.9 

  	
  Payment
  to Victor Nesi for Repurchase of Stock

  	
   

  	
  378,055.00

  	
   

  
	
  D.10
  

  	
  Payment
  to Steve Shwartz for Repurchase of Stock

  	
   

  	
  143,282.00

  	
   

  
	
  D.11
  

  	
  Payment
  to Lenny Goldberg for Repurchase of Stock

  	
   

  	
  132,129.00

  	
   

  
	
  D.12
  

  	
  Payment
  to Joe Goldberg for Repurchase of Stock

  	
   

  	
  123,066.00

  	
   

  
	
  D.13
  

  	
  Payment
  to Ken Spitzbard for Repurchase of Stock

  	
   

  	
  28,172.00

  	
   

  
	
  D.14
  

  	
  Payment
  to Chris Fraser for Repurchase of Stock

  	
   

  	
  93,018.00

  	
   

  
	
  D.15
  

  	
  Payment
  to Rae Fairfield for Repurchase of Stock

  	
   

  	
  78,503.00

  	
   

  
	
  D.16
  

  	
  Payment
  to Bard Financial for Repurchase of Stock

  	
   

  	
  29,097.00

  	
   

  
	
  D.17
  

  	
  Payment
  to Jay Steinberg for Repurchase of Stock

  	
   

  	
  28,620.00

  	
   

  
	
  D.18
  

  	
  Payment
  to OCI Group for Repurchase of Stock

  	
   

  	
  900,000.00

  	
   

  
	
  D.19
  

  	
  Payment
  to Aaron Konecky for Repurchase of Stock

  	
   

  	
  11,448.00

  	
   

  
	
  D.20
  

  	
  Payment
  to Andrew Esposito for Repurchase of Stock

  	
   

  	
  42,400.00

  	
   

  
	
  D.21
  

  	
  Payment
  to Jon Gassett for Repurchase of Stock

  	
   

  	
  17,172.00

  	
   

  
	
  D.22
  

  	
  Payment
  to David Eldredge for Repurchase of Stock

  	
   

  	
  6,106.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Uses

  	
   

  	
  $

  	
  20,040,935.18

  	
   

  
						



 


{Signature Page Follows]


 

















 


IN WITNESS
WHEREOF, the parties hereto have duly executed this Memorandum as of the date
first above written.


 


 


	
  TANGOE, INC.

  	
   

  	
  ORIX VENTURE FINANCE LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Albert R. Subbloie

  	
   

  	
  By:

  	
  /s/ Christopher L. Smith

  
	
   

  	
  Name:

  	
  Albert R. Subbloie

  	
   

  	
   

  	
  Name: Christopher L. Smith

  
	
   

  	
  Title:

  	
  President and CEO

  	
   

  	
   

  	
  Title: Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INVESTOR GROWTH CAPITAL LIMITED

  	
   

  	
  INVESTOR GROWTH L.P.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Noah Walley

  	
   

  	
  By:

  	
  /s/ Noah Walley

  
	
   

  	
  Name: Noah Walley

  	
   

  	
   

  	
  Name: Noah Walley

  
	
   

  	
  Title: Managing Director

  	
   

  	
   

  	
  Title: Managing Director

  



 






 










 


Cash Payments at Closing/Payment Instructions:


 


	
  Item

  	
   

  	
  Amount

  	
   

  	
  Payor

  	
   

  	
  Payee

  	
   

  	
  Payment Instructions

  	
   

  	
  Notes

  	
   

  	
  Federal Wire Transfer

  Confirmation No.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A.1

  	
   

  	
  $

  	
  11,525,000.00

  	
   

  	
  Purchaser

  	
   

  	
  ISG

  	
   

  	
  JP Morgan Chase

  Account:
  6012006543

  US Routing No:
  021000021 (Used for Wires)

  	
   

  	
  Payment of
  Purchase Price

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A.2

  	
   

  	
  $

  	
  100,000.00

  	
   

  	
  Purchaser

  	
   

  	
  BillingIT

  	
   

  	
  JP Morgan Chase

  Account:
  6012006543

  US Routing No:
  021000021 (Used for Wires)

  	
   

  	
  Payment of
  Purchase Price

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A.3.

  	
   

  	
  $

  	
  1,375,000.00

  	
   

  	
  Purchaser

  	
   

  	
  Escrow Agent

  	
   

  	
  U.S. Bank

  ABA No.:  091000022

  Corporate Trust
  Services

  Acct. No.:  173103321050

  Attn:  Betty Hammer

  Ref:  Tangoe/ISG Escrow

  	
   

  	
  Payment of Escrow
  Amount into Escrow Account

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A.4

  	
   

  	
  $

  	
  150,000.00

  	
   

  	
  Purchaser

  	
   

  	
  ISG

  	
   

  	
  JP Morgan Chase

  Account:
  6012006543

  US Routing No:
  021000021 (Used for Wires)

  	
   

  	
  Payment of Post
  Closing Payment - **PAYMENT

  WILL MADE NOVEMBER 28, 2008**

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B

  	
   

  	
  $

  	
  2,164,887.18

  	
   

  	
  Purchaser

  	
   

  	
  ORIX

  	
   

  	
  Netted out of
  wire from ORIX to Purchaser

  	
   

  	
  Payoff of
  Existing Term Loan

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C.1

  	
   

  	
  $

  	
  71,250.00

  	
   

  	
  Purchaser

  	
   

  	
  ORIX

  	
   

  	
  Netted out of
  wire from ORIX to Purchaser

  	
   

  	
  Payment of ORIX’s
  Origination Fee

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C.2

  	
   

  	
  $

  	
  50,000.00

  	
   

  	
  Purchaser

  	
   

  	
  Gunderson

  Dettmer

  	
   

  	
  Citibank F.S.B.,

  One Sansome St.,
  24th floor

  San Francisco, CA
  94104

  Routing #:
  321171184

  SWIFT Code:
  CITIUS33

  Acct Name:
  Gunderson Dettmer, et al, LLP

  Account
  No. 200019081

  Notes: Invoice # [TO COME]

  	
   

  	
  Payment of 

  Gunderson Dettmer’s Fees and Expenses

  per Section 6.6 of the Series F Convertible Preferred Stock Purchase
  Agreement

  	
   

  	
   

  



 

















 


	
  Item

  	
   

  	
  Amount

  	
   

  	
  Payor

  	
   

  	
  Payee

  	
   

  	
  Payment Instructions

  	
   

  	
  Notes

  	
   

  	
  Federal Wire Transfer

  Confirmation No.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.1

  	
   

  	
  $

  	
  1,259,097.00

  	
   

  	
  Purchaser

  	
   

  	
  Al Subbloie

  	
   

  	
  ABA number: 011
  900 571

  account name:
  Albert R. Subbloie Jr

  account number:
  3850 0657 8455

   

  Bank is Bank of
  America

  	
   

  	
  Payment of

  Repurchase Price

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.2

  	
   

  	
  $

  	
  330,481.00

  	
   

  	
  Purchaser

  	
   

  	
  Rick Pontin

  	
   

  	
  Check

  	
   

  	
  Payment of

  Repurchase Price

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.3

  	
   

  	
  $

  	
  384,939.00

  	
   

  	
  Purchaser

  	
   

  	
  Gary Martino

  	
   

  	
  Receiving Bank:
  People’s United Bank

  ABA Number:
  221172186

  Account Number:
  0430126377

  Account Name:
  Gary R.. Martino

  	
   

  	
  Payment of

  Repurchase Price

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.4

  	
   

  	
  $

  	
  128,790.00

  	
   

  	
  Purchaser

  	
   

  	
  Al Rossini

  	
   

  	
  Check

  	
   

  	
  Payment of

  Repurchase Price

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.5

  	
   

  	
  $

  	
  120,934.00

  	
   

  	
  Purchaser

  	
   

  	
  Scott Snyder

  	
   

  	
  Check

  	
   

  	
  Payment of

  Repurchase Price

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.6

  	
   

  	
  79,391.00

  	
   

  	
  Purchaser

  	
   

  	
  Chris Mezzatesta

  	
   

  	
  Check

  	
   

  	
  Payment of

  Repurchase Price

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.7

  	
   

  	
  $

  	
  135,149.00

  	
   

  	
  Purchaser

  	
   

  	
  Paul Schmidt

  	
   

  	
  Check

  	
   

  	
  Payment of

  Repurchase Price

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.8

  	
   

  	
  $

  	
  154,949.00

  	
   

  	
  Purchaser

  	
   

  	
  Charles Gamble

  	
   

  	
  Check

  	
   

  	
  Payment of

  Repurchase Price

  	
   

  	
   

  



 

















 


	
  D.9

  	
   

  	
  $

  	
  378,055.00

  	
   

  	
  Purchaser

  	
   

  	
  Victor Nesi

  	
   

  	
  JP Morgan Chase
  Bank

  Account Name:
  Victor J. Nesi

  Account #:
  778916791

  ABA #/SWF Code:
  021000021

  	
   

  	
  Payment of

  Repurchase Price

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.10

  	
   

  	
  $

  	
  143,282

  	
   

  	
  Purchaser

  	
   

  	
  Steve Shwartz

  	
   

  	
  Wire funds to
  J.P. Morgan Chase

  Routing number:
  021000021

  For credit to:
  National Financial Services LLC

  Account number:
  066196-221

  For the benefit
  of Steven Shwartz

  For final credit
  to: X45077259

  Address: One
  Chase Manhattan Plaza,

  New York, NY
  10005

  	
   

  	
  Payment of

  Repurchase Price

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.11

  	
   

  	
  $

  	
  132,129.00

  	
   

  	
  Purchaser

  	
   

  	
  Leonard 

  Goldman

  	
   

  	
  Bank: The Bank of New York

  ABA
  Number:
  021000018

  Beneficiary: Pershing LLC

  Beneficiary
  Account # 890-051238-5

  Ultimate
  Beneficiary:  Leonard J. Goldberg

  Ultimate
  Beneficiary Account #:  087-623054

  	
   

  	
  Payment of

  Repurchase Price

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.12

  	
   

  	
  $

  	
  123,066.00

  	
   

  	
  Purchaser

  	
   

  	
  Joseph 

  Goldberg

  	
   

  	
  Bank: The Bank of New York

  ABA
  Number:
  021000018

  Beneficiary: Pershing LLC

  Beneficiary
  Account #: 890-051238-5

  Ultimate
  Beneficiary:  Joseph M. Goldberg & Cynthia C. Goldberg, JTWROS

  Ultimate
  Beneficiary Account #:  087-516829

  	
   

  	
  Payment of

  Repurchase Price

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.13

  	
   

  	
  $

  	
  28,172.00

  	
   

  	
  Purchaser

  	
   

  	
  Ken Spitzbard

  	
   

  	
  Bank: The Bank of New York

  ABA
  Number:
  021000018

  Beneficiary: Pershing LLC

  Beneficiary
  Account #:
  890-051238-5

  Ultimate
  Beneficiary:  Kenneth Spitzbard

  Ultimate
  Beneficiary Account #: 5NL-212706

   

  	
   

  	
  Payment of

  Repurchase Price

  	
   

  	
   

  



 

















 


	
  D.14

  	
   

  	
  $

  	
  93,018.00

  	
   

  	
  Purchase

  	
   

  	
  Chris Fraser

  	
   

  	
  Bank:  MELLON BANK

  PITTSBURGH, PA
  15258-0001

  ABA:       043000261

  FOR CREDIT
  TO:  MERRILL LYNCH

  ACCOUNT#:
  101-1730

  FOR FURTHER CR

  EDIT TO:

  CHRISTOPHER
  T. FRASER & KAREN C. FRASER

  ACCOUNT
  #  874-45558

  	
   

  	
  Payment of

  Repurchase Price

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.15

  	
   

  	
  $

  	
  78,503.00

  	
   

  	
  Purchaser

  	
   

  	
  Rae Fairfield

  	
   

  	
  Bank:  Wilmington Trust Company

  Account
  Holder:  Rae Ko Fairfield and Thomas L.
  Fairfield

  Account Number:
  27852386

  Routing Number:
  031100092

  Wire Transfer
  Dept.: 302-651-1733

  	
   

  	
  Payment of

  Repurchase Price

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.16

  	
   

  	
  $

  	
  29,097.00

  	
   

  	
  Purchaser

  	
   

  	
  Bard Financial
  Service Profit Sharing Plan

  	
   

  	
  Bank: The Bank of New York

  ABA
  Number:
  021000018

  Beneficiary: Pershing LLC

  Beneficiary
  Account #
  890-051238-5

  Ultimate
  Beneficiary:  Bard Financial

  Services, PSP

  Ultimate
  Beneficiary Account #: 5NL-212797

  	
   

  	
  Payment of

  Repurchase Price

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.17

  	
   

  	
  $

  	
  28,620.00

  	
   

  	
  Purchaser

  	
   

  	
  Jay &
  Melanie Steinberg

  	
   

  	
  Bank: 
  HSBC Bank

  ABA
  Number:
  021001088

  Ultimate
  Beneficiary:  Jay & Melanie 

  Steinberg

  Ultimate
  Beneficiary Account Number:

  626002249

  	
   

  	
  Payment of

  Repurchase Price

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.18

  	
   

  	
  $

  	
  900,000.00

  	
   

  	
  Purchaser

  	
   

  	
  OCI Group

  	
   

  	
  Bank Name :
  Comerica Bank

  ABA No :
  072000096

  Account Name :
  OCI Chemical Corporation

  Acct.No :
  1851445658

  	
   

  	
  Payment of

  Repurchase Price

  	
   

  	
   

  



 

















 


	
  D.19

  	
   

  	
  $

  	
  11,448.00

  	
   

  	
  Purchaser

  	
   

  	
  Aaron Konecky

  	
   

  	
  Commerce Bank

  Routing#
  031201360.

  Account# 2842227

  Account Name:
  Aaron Konecky

  	
   

  	
  Payment of

  Repurchase Price

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.20

  	
   

  	
  $

  	
  42,400.00

  	
   

  	
  Purchaser

  	
   

  	
  Andrew 

  Esposito

  	
   

  	
  Check

  	
   

  	
  Payment of

  Repurchase Price

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.21

  	
   

  	
  $

  	
  17,172.00

  	
   

  	
  Purchaser

  	
   

  	
  Jon Gassett

  	
   

  	
  Check

  	
   

  	
  Payment of

  Repurchase Price

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.22

  	
   

  	
  $

  	
  6,106.00

  	
   

  	
  Purchaser

  	
   

  	
  David Eldredge

  	
   

  	
  People’s  United Bank

  ABA# 221172186

  Acct# 0434089198

  Name on account:

  Stacey Cooper
  Eldredge

  David Eldredge

  	
   

  	
  Payment of

  Repurchase Price

  	
   

  	
   

  



 






 










 





 


ORIX


 


Limited Consent and Second Amendment


to Loan and Security Agreement


 


	
  Borrowers:

  	
  (1)    Tangoe, Inc.

  
	
   

  	
  (2)    Traq Wireless, Inc.

  
	
   

  	
   

  
	
  Date:

  	
  December 23, 2008

  



 


 


This LIMITED CONSENT AND
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is
entered into as of the date set forth above by and among ORIX VENTURE FINANCE
LLC, a Delaware limited liability company (“ORIX”), and TANGOE, INC., a
Delaware corporation (“Tangoe”), and TRAQ WIRELESS, INC., a Delaware
corporation (“Traq” and Tangoe hereinafter, jointly and severally,
individually and collectively, “Borrower”).


 


RECITALS:


 


WHEREAS, Borrower and ORIX
are parties to that certain Loan and Security Agreement dated March 9,
2007 as amended by a Limited Consent and First Amendment to Loan and Security
Agreement dated July 28, 2008 (as from time to time further amended,
restated, supplemented or otherwise modified, the “Loan Agreement”),
pursuant to which ORIX has agreed to make loans and other extensions of credit
to Borrower in accordance with the terms thereof;


 


WHEREAS, Tangoe, Internoded, Inc.,
a Delaware corporation (“Seller”), and the Stockholders of Seller
identified therein are parties to a certain Asset Purchase Agreement, dated as
of December 23, 2008 (the “Asset Purchase Agreement”), pursuant to
which Tangoe has agreed to purchase certain assets from Seller on the terms and
conditions set forth in the Asset Purchase Agreement (the “Acquisition”):


 


WHEREAS, in connection with
the foregoing, Borrower has requested that ORIX consent to the consummation of
the Acquisition and agree to amend the Loan Agreement as provided herein;


 


WHEREAS, ORIX has agreed to
consent to the Acquisition and amend the Loan Agreement on the terms and
subject to the conditions set forth herein;


 

















 


WHEREAS, this Amendment
shall constitute a Loan Document and capitalized terms used but not otherwise
defined in this Amendment shall have the meanings described to them in the Loan
Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing and the agreements, promises and covenants set
forth below, and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:


 


Section 1               Limited Consent.  In reliance upon the representations and warranties
made by Borrower set forth in Section 3 below and subject to the prior
satisfaction of the conditions to effectiveness set forth in Section 4
below, ORIX hereby consents to the consummation of the Acquisition in
accordance with the terms of the Asset Purchase Agreement, delivered pursuant
to Section 4(e) hereof and acknowledges that the consummation of the
Acquisition in accordance with the terms of the Asset Purchase Agreement,
delivered pursuant to Section 4(e) hereof, shall not constitute a
Default under Sections 4.5(ii) and 4.5(xiii) of the Loan Agreement.  Without limiting the foregoing, in the event
Seller exercises its option to unwind the Acquisition in accordance with the
terms of Section 2.11 of the Asset Purchase Agreement, delivered pursuant
to Section 4(e) hereof, and provided that Seller has taken all
actions required under such Section 2.11, ORIX hereby consents to Tangoe’s
transfer of the Purchased Assets (as defined in the Asset Purchase Agreement)
to Seller free and clear of ORIX’s liens and security interests thereon.  For purposes hereof, the parties hereto
hereby acknowledge and agree that the consent provided herein is a limited
consent and shall not constitute a consent to any other agreement or matter or
a waiver of any other provision of the Loan Agreement or any other Loan
Document.


 


Section 2               Amendments to Loan Agreement.


 


(a)           Section 2 (Interest) of
the Schedules is hereby deleted in its entirety and replaced with Section 2
as set forth on Exhibit A attached hereto.


 


(b)           Section 6 (Financial
Covenants) of the Schedule is hereby deleted in its entirety and replaced with Section 6
(Financial Covenants) as set forth on Exhibit B attached hereto.


 


(c)           Section 3 of the Loan
Agreement is hereby amended by adding the following new Sections at the end
thereof:


 


“3.11      Landlord/Bailee Waiver.  Borrower shall use its best efforts to
deliver, or caused to be delivered, from Borrower’s landlords, on or before January 23,
2009, to ORIX, a duly executed landlord waiver or bailee’s waiver, as
applicable, for each location where any Collateral is located, including, but
not limited to, the property located at (i) 1440 Main Street, Waltham, MA,
(ii) 20 Waterview Boulevard, Parsippany-Troy Hills, NJ, and (iii) 152
Madison Avenue, 18th Floor, New York, NY, each in form and
substance acceptable to ORIX.


 


3.12        Solvency Certificate.  On or before January 31, 2009, ORIX
shall have received a certificate, duly executed by the Chief Financial Officer
of Borrower, as to the solvency of Borrower and its subsidiary following the
consummation of 


 

















 


the transactions
contemplated by the Acquisition (as defined in the Limited Consent and Second
Amendment to Loan and Security Agreement, dated as of December 23, 2008,
between Borrower and ORIX (the “Second Amendment”)) and under the Asset
Purchase Agreement (as defined in the Second Amendment), with projected, pro
forma, cash flow and unaudited financial statement of the Borrower and its
subsidiaries, in form and substance acceptable to ORIX.


 


3.13        Deposit Account Control
Agreements.  On or before
January 23, 2009, Borrower shall have delivered, or caused to be
delivered, a Deposit Account Control Agreement for each account maintained by
Borrower with Comerica Bank, in form and substance acceptable to ORIX, duly executed
by Borrower and Comerica Bank.”


 


(d)           Section 8 of the Loan
Agreement is hereby amended by inserting the following definitions in proper
alphabetical order:


 


“Base Rate” means a
per annum interest rate equal to the greater of (a) the Prime Rate, (b) the
LIBOR Rate plus two and one-half percent (2.50%) or (c) three and one-half
percent (3.50%).


 


“LIBOR Rate” means (i) the
three-month London Interbank Offered Rate for deposits in U.S. dollars, as
shown each day in The Wall Street Journal (Eastern Edition) under the caption “Money
Rates - London Interbank Offered Rates (LIBOR)”; or (ii) if the Wall
Street Journal does not publish such rate, the offered one-month rate for
deposits in U.S. dollars which appears on the Reuters Screen LIBO Page as
of 10:00 a.m., New York time, each day, provided that if at least two
rates appear on the Reuters Screen LIBO Page on any day, the “LIBOR Rate”
for such day shall be the arithmetic mean of such rates; or (iii) if the
Wall Street Journal does not publish such rate on a particular day and no such
rate appears on the Reuters Screen LIBO Page on such day, the rate as
comparable to the foregoing, as determined in good faith by ORIX (which
determination shall be conclusive absent manifest error).”


 


Section 3               Representations and
Warranties.  To induce
ORIX to enter into this Amendment, Borrower represents and warrants that:


 


(a)           No Default.  After giving effect to this Amendment and the
Acquisition, no Default or Event of Default shall have occurred to be
continuing as of the date hereof;


 


(b)           Representations and
Warranties.  As of the
date hereof and, after giving effect to this Amendment and the transactions
contemplated hereby, all representations and warranties by (i) Borrower
contained in the Loan Agreement, and (ii) Tangoe contained in the Asset
Purchase Agreement, are, in each case true, accurate and complete in all
respects on and as of the date hereof to the same extent as though made on and
as of such date except to the extent such representations and warranties specifically
relate to an earlier date;


 


(c)           Corporate Authority.  (i) The execution, delivery and
performance by Borrower of this Amendment and the Asset Purchase Agreement are
within its corporate powers 


 

















 


and have been duly authorized by all necessary corporate action on the
part of Borrower, (ii) this Amendment is the legal, valid and binding
obligations of Borrower enforceable against Borrower in accordance with its
terms and (iii) neither the execution, delivery or performance by Borrower
of this Amendment or the Asset Purchase Agreement (1) violates any law or
regulation, or any other or decree of any governmental authority, (2) conflicts
with or results in the breach or termination of, constitutes a default under or
accelerates any performance required by, any indenture, mortgage, deed of
trust, lease, agreement or other instrument to which Borrower is a party or by
which Borrower or any of its property is bound, (3) results in the
creation or imposition of any Lien (other than Permitted Liens) upon any of the
Collateral, (4) violates or conflicts with the articles of incorporation
or bylaws of Borrower, or (5) requires the consent, approval or
authorization of, or declaration or filing with, any other Person, except for
those already duly obtained; and


 


(d)           Event of Default.  By its signature below, Borrower agrees that
it shall constitute an Event of Default if any representation or warranty made
herein is untrue or incorrect in any material respect as of the date when made
or deemed made.


 


Section 4               Conditions Precedent.  The effectiveness of this Amendment, and the
obligation of ORIX to make any Loans, is subject to the following conditions
precedent:


 


(a)           Amendment.  ORIX shall have received a true and complete
copy of this Amendment, duly executed by Borrower.


 


(b)           Subordination Agreement.  ORIX shall have received a true and complete
copy of a Subordination Agreement, duly executed by Seller, as subordinated
creditor, in favor of ORIX, as senior lender, in form and substance acceptable
to ORIX.


 


(c)           Intellectual Property
Security Agreement.  ORIX shall
have received a true and complete copy of the Intellectual Property Security
Agreement, in the form attached as Exhibit C hereto, duly executed
by Tangoe.


 


(d)           Representation and
Warranties.  ORIX shall
have received a true and complete copy of an updated Representation and
Warranties signed by Borrower, which reflects the Acquisition and in form and
substance satisfactory to ORIX.


 


(e)           Solvency Certificate.  ORIX shall have received a certificate, duly
executed by the Chief Financial Officer of Borrower, dated as of the date
hereof, as to the solvency of Borrower and its subsidiary following the
consummation of the transactions contemplated hereunder and under the Asset
Purchase Agreement, in form and substance satisfactory to ORIX.


 


(f)            Asset Purchase Agreement.  ORIX shall have received a true and complete
copy of the Asset Purchase Agreement, together with true and complete copies of
all exhibits and schedules thereto and all other documents related thereto,
each in form and substance reasonably satisfactory to ORIX, duly executed and
delivered by each of the parties thereto.


 


(g)           Acquisition.  Tangoe and Seller shall have satisfied all
terms and conditions to the Acquisition in accordance with the terms and
conditions of the Asset Purchase 


 

















 


Agreement (including, satisfaction or waiver of all conditions
precedent as set forth in Sections 6 and 7 of the Asset Purchase Agreement), as
in effect on the date hereof, without waiver, modification, or delay in the
performance thereof.


 


(h)           Secretary’s Certificates.  ORIX shall have received a certificate from
each Borrower, executed by Borrower’s corporate secretary or an assistant
secretary, dated as of the date hereof (i) attaching resolutions of
Borrower’s Board of Directors, approving and authorizing the execution,
delivery and performance of the Amendment and the Asset Purchase Agreement and
the transactions to be consummated in connection therewith, which certificate
shall be in form and substance satisfactory to ORIX and shall state that the
resolutions thereby certified have not been amended, modified, revoked or
rescinded, (ii) attaching certified copies of Borrower’s organizational
documents, certificate of good standing, and foreign qualifications, and (ii) stating
that (A) all of the representations and warranties of Borrower contained
in the Loan Documents and the Asset Purchase Agreement are true and correct in
all material respects as of such date, and (B) no event has occurred and
is continuing, which constitutes an Event of Default.


 


(i)            Legal Opinion.  ORIX shall have received an opinion of
Shipman & Goodwin LLP, counsel to each Borrower, in form and substance
satisfactory to ORIX.


 


(j)            Purchased Assets.  Borrower shall have delivered, or caused to
be delivered, any and all documentation reasonably requested by ORIX in order
to perfect a first priority lien in favor of ORIX on the Purchased Assets (as
defined in the Asset Purchase Agreement) that constitute Collateral.


 


(k)           Release of Existing Liens.  Borrower shall have delivered, or caused to
be delivered, any and all lien terminations, intellectual property releases, or
other documentation reasonably requested by ORIX to release any existing liens
on the Purchased Assets (as defined in the Asset Purchase Agreement), each in
form and substance acceptable to ORIX.


 


(l)            [Intentionally Omitted].


 


(m)          Cost and Expenses.  Borrower shall have reimbursed ORIX for all
out-of-pocket costs and expenses, including, without limitation, reasonable
attorneys’ fees and expenses, incurred by ORIX in connection with this
Amendment.


 


(n)           No Default.  No Default or Event of Default under the Loan
Agreement, as amended hereby, or the Asset Purchase Agreement, shall have
occurred and be continuing.


 


(o)           Warranties and
Representations.  After
giving effect to this Amendment, the Acquisition and the transactions
contemplated hereby and thereby, the warranties and representations of Borrower
contained in the Loan Documents shall be true and correct as of the effective
date hereof, with the same effect as though made on such date, except to the
extent that such warranties and representations expressly relate to an earlier
date, and all of such representations and warranties (except those relating to
an earlier date) are hereby remade by Borrower as of the date hereof.


 

















 


(p)           Material Adverse Change.  ORIX shall have determined, in its sole
discretion, that there is no Material Adverse Change (financial or otherwise).


 


(q)           Other Requirements.  ORIX shall have received such other
documentation and information which it shall have requested pursuant to this
Amendment.


 


Section 5               Reference to and Effect on
Loan Documents.


 


(a)           Ratification.  Except as specifically amended above, the
Loan Agreement and the other Loan Documents shall remain in full force and
effect.  Notwithstanding anything
contained herein, the terms of this Amendment are not intended to and do not
effect a novation of the Loan Agreement or any other Loan Document.  Borrower hereby ratifies and reaffirms each
of the terms and conditions of the Loan Documents to which it is a party and
all of its obligations thereunder.


 


(b)           Intellectual Property
Security Agreements.  Borrower
hereby ratifies, confirms and reaffirms, all and singular, the terms and
conditions of the Intellectual Property Security Agreement, dated as of March 9,
2007, between Borrower and ORIX (the “IP Agreement”), and acknowledges,
confirms and agrees that the IP Agreement contains an accurate and complete
listing of all Intellectual Property (other than the new Intellectual Property
which is subject to the Intellectual Property Security Agreement being
delivered in accordance with Section 4(c) of this Agreement), and
shall remain in full force and effect.


 


(c)           Representations.  Borrower hereby ratifies, confirms and
reaffirms, all and singular, the terms and disclosures contained in the
Representations, and acknowledges, confirms and agrees the disclosures and
information Borrower provided to ORIX in the Representations have not changed,
as of the date hereof.


 


(d)           No Waiver.  The execution, delivery and effectiveness of
this Amendment shall not operate as a waiver of any right, power or remedy of
ORIX under the Loan Agreement or any of the other Loan Documents, other than to
the extent expressly set forth herein or previously waived in writing.


 


(e)           References.  Upon the effectiveness of this Amendment each
reference in (a) the Loan Agreement to “this Agreement,” “hereunder,” “hereof,”
or words of similar import and (b) any other Loan Document to “the
Agreement” or “the Loan Agreement” shall, in each case and except as otherwise
specifically stated therein, mean and be a reference to the Loan Agreement as
amended hereto.


 


Section 6               Releases.  In further consideration of ORIX’s execution
of this Amendment, Borrower for itself and on behalf of its respective
successors (including, without limitation, any trustees acting on behalf of
Borrower and any debtor-in-possession with respect to Borrower), assigns,
subsidiaries and affiliates, hereby forever releases ORIX and their respective
successors, assigns, parents, subsidiaries, affiliates, officers, employees
directors, agents and attorneys (collectively, the “Releasees”‘) from
any and all debts, claims, demands, liabilities, responsibilities, disputes,
causes, damages, actions and causes of action (whether at law or in equity) and
obligations of every nature whatsoever, whether liquidated or unliquidated,
known or unknown, matured or unmatured, fixed or contingent (collectively, “Claims”),
that 


 

















 


Borrower may have against the Releasees which arise from or relate to
any actions which the Releasees may have taken or omitted to take prior to the
date this Amendment was executed with respect to the Obligations, any
Collateral, the Loan Agreement, any other Loan Document and any third parties
liable in whole or in part for the Obligations, other than arising out of such
Releasee’s gross negligence or willful misconduct, as finally determined by a
non-appealable court of competent jurisdiction. 
This provision shall survive and continue in full force and effect
whether or not Borrower shall satisfy all other provisions of this Amendment,
the Loan Documents or the Loan Agreement including payment in full of all
Obligations.


 


Section 7               Miscellaneous.


 


(a)           Successors and Assigns.  This Amendment shall be binding on and shall
inure to the benefit of Borrower and ORIX and their respective successors and
assigns.


 


(b)           ENTIRE AGREEMENT.  THIS AMENDMENT REPRESENTS THE ENTIRE, FINAL
AGREEMENT AND UNDERSTANDING CONCERNING THE SUBJECT MATTER HEREOF BETWEEN THE
PARTIES HERETO, AND SUPERSEDES ALL OTHER PRIOR AGREEMENTS, UNDERSTANDINGS,
NEGOTIATIONS AND DISCUSSIONS, REPRESENTATIONS, WARRANTIES, COMMITMENTS,
PROPOSALS, OFFERS AND CONTRACTS CONCERNING THE SUBJECT MATTER HEREOF, WHETHER
ORAL OR WRITTEN. THIS AMENDMENT, ANY SUPPLEMENTS HERETO, AND ANY INSTRUMENTS OR
DOCUMENTS DELIVERED OR TO BE DELIVERED IN CONNECTION HEREWITH MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES HERETO.  THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO.


 


(c)           Headings.  Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.


 


(d)           Severability.  Wherever possible, each provision of this
Amendment shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Amendment shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Amendment.


 


(e)           Counterparts.  This Amendment may be executed in any number
of separate original counterparts (or telecopied counterparts with original
execution copy to follow) and by the different parties on separate
counterparts, each of which shall be deemed to be an original, but all of such
counterparts shall together constitute one agreement.  Delivery of an executed counterpart of a
signature page to this Amendment by telecopy shall be effective as
delivery of a manually executed counterpart of this Amendment.


 

















 


(f)            Incorporation of Loan
Agreement Provisions.  The
provisions contained in Section 9.9 (Governing Law) and Section 9.10
(Jury Waiver) of the Loan Agreement are incorporated herein by reference to the
same extent as if reproduced herein in their entirety.


 


[Signatures follow]


 

















 


IN WITNESS
WHEREOF, this Amendment has been duly executed on the date
first written above.


 


Borrower:


 


	
  TANGOE, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Albert R. Subbloie

  	
   

  
	
   

  	
  President or Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Gary R. Martino

  	
   

  
	
   

  	
  Secretary or Assistant
  Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TRAQ WIRELESS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Albert R. Subbloie

  	
   

  
	
   

  	
  President or Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Gary R. Martino

  	
   

  
	
   

  	
  Secretary or Assistant
  Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
  ORIX:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ORIX VENTURE FINANCE LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Kevin P. Sheehan

  	
   

  
	
   

  	
  Kevin P. Sheehan,

  	
   

  
	
   

  	
  President 

  	
   

  



 














 


EXHIBIT A


 


	
  2. INTEREST.

  	
   

  
	
   

  	
   

  
	
  Interest Rate

  	
   

  
	
  (Section 1.3):

  	
  The Term Loan shall bear interest at an interest rate equal to the
  Base Rate in effect from time to time, plus 5.75% per annum.

  
	
   

  	
   

  
	
   

  	
  The Revolving Loans shall bear interest at an interest rate equal to
  the Base Rate in effect from time to time, plus 3.0% per annum.

  
	
   

  	
   

  
	
   

  	
  Interest shall be calculated on the basis of a 360-day year for the
  actual number of days elapsed. “Base Rate” shall have the meaning set forth
  in Section 8 of this Agreement.

  



 

















 


EXHIBIT B


 


	
  6.   FINANCIAL
  COVENANTS.

  	
   

  
	
  (Section 4.8):

  	
   

  
	
   

  	
  Borrower shall comply with the following financial covenants.
  Compliance shall be measured quarterly, except as otherwise provided below.

  
	
   

  	
   

  
	
  EBITDA:

  	
  Borrowers’ EBITDA determined on a consolidated basis, shall not be
  less than the following amounts during the following periods:

  
	
   

  	
   

  
	
   

  	
  Period

  	
   

  	
  Minimum

  EBITDA

  	
   

  
	
   

  	
  3 months ended December 31, 2008

  	
   

  	
  $

  	
  400,000

  	
   

  
	
   

  	
  6 months ended March 31, 2009

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
   

  	
  9 months ended June 31, 2009

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
   

  	
  12 months ended September 30, 2009

  	
   

  	
  $

  	
  3,000,000

  	
   

  
	
   

  	
  12 months ended December 31, 2009

  	
   

  	
  $

  	
  4,500,000

  	
   

  
	
   

  	
   

  
	
   

  	
  For each 12 month period ending on March 31, June 31,
  September 30 and December 31 thereafter, through and including
  December 31, 2011, the minimum amount of EBITDA for each such period
  shall be an amount negotiated for in good faith, and agreed to in writing, by
  Borrower and ORIX and which is based upon the most recent budget, operating
  plan and other financial information of Borrower provided to ORIX, provided,
  however, if Borrower and ORIX do not reach agreement for the minimum
  amount of EBITDA for any such period, Borrower and ORIX hereby agree that the
  minimum amount of EBITDA for such period will be equal to the sum of $250,000
  plus the minimum amount of EBITDA established for the immediately preceding
  period, provided, further, however, that any shortfall
  in Borrower’s EBITDA will be waived by ORIX if it receives evidence within 30
  days of the end of the applicable period, satisfactory to ORIX, that either
  (i) Borrower has raised Subordinated Debt in an amount equal to any such
  shortfall, or (ii) Borrower maintained on the last day of the applicable
  period, unrestricted cash and cash equivalents, in an account or accounts
  with respect to which ORIX has a first priority security interest and has
  obtained an account control agreement or account control agreements, in form
  and 

  



 

















 


	
   

  	
  substance satisfactory to ORIX, of not less than $6,000,000.00.

  
	
   

  	
   

  
	
  Minimum
  Liquidity:

  	
  Borrower shall maintain at all times, unrestricted cash and cash
  equivalents, in an account or accounts with respect to which ORIX has a first
  priority security interest and has obtained an account control agreement or
  account control agreements, in form and substance satisfactory to ORIX, of not
  less than $4,000,000.00. Following ORIX’s review of the Borrower’s audited
  financial statements for fiscal year ended December 31, 2008, ORIX may
  in its sole and absolute discretion (but shall have no obligation to do so),
  eliminate this “Minimum Liquidity” covenant upon written notice thereof from
  ORIX to Borrower.

  
	
   

  	
   

  
	
  Definitions:

  	
  “EBITDA” shall mean for any period (the “Applicable Period”),
  the net income of Borrower for the Applicable Period, before interest, taxes,
  depreciation and other non-cash amortization expenses (including stock
  compensation expenses and impairment of intangibles) as determined in
  accordance with GAAP.

  
	
   

  	
   

  
	
   

  	
  “Subordinated Debt” is indebtedness incurred by Borrower
  subordinated to all of Borrower’s now or hereafter indebtedness to ORIX
  (pursuant to a subordination, intercreditor, or other similar agreement in
  form and substance satisfactory to ORIX entered into between ORIX and the
  other creditor), on terms acceptable to ORIX.

  



 

















 


EXHIBIT C


 


Intellectual Property Security Agreement


 


[See attached]


 

















 





 


ORIX


 


Third Amendment

to Loan and Security Agreement


 


	
  Borrowers:

  	
  (1)     Tangoe, Inc.

  
	
   

  	
  (2)     Traq
  Wireless, Inc.

  
	
   

  	
   

  
	
  Date:

  	
  March 9, 2009

  



 


This THIRD AMENDMENT TO LOAN
AND SECURITY AGREEMENT (this “Amendment”) is entered into as of the date
set forth above by and among ORIX VENTURE FINANCE LLC, a Delaware limited
liability company (“ORIX”), TANGOE, INC., a Delaware corporation (“Tangoe”),
and TRAQ WIRELESS, INC., a Delaware corporation (“Traq”; Traq and Tangoe
are hereinafter referred to, jointly and severally, individually and
collectively, as “Borrower”).


 


RECITALS:


 


WHEREAS, Borrower and ORIX
are parties to that certain Loan and Security Agreement dated March 9,
2007, as amended by the Limited Consent and First Amendment to Loan and
Security Agreement dated July 28, 2008, and the Limited Consent and Second
Amendment to Loan and Security Agreement dated December 23, 2008 (as from
time to time further amended, restated, supplemented or otherwise modified, the
“Loan Agreement”), pursuant to which ORIX has agreed to make loans and
other extensions of credit to Borrower in accordance with the terms thereof;


 


WHEREAS, in accordance with Section 9.9
of the Loan Agreement, Borrower and ORIX desire to amend the Loan Agreement as
provided herein; and


 


WHEREAS, this Amendment
shall constitute a Loan Document and capitalized terms used but not otherwise
defined in this Amendment shall have the meanings ascribed to them in the Loan
Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing and the agreements, promises and covenants set
forth below, and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:


 


Section 1               Amendments to Loan Agreement.


 


(a)           Section 1(b)(4) (Revolving
Loan Maturity Date) of the Schedule is hereby deleted in its entirety and
replaced with the following:


 

















 


“(4)         Revolving Loan Maturity Date.  Subject to the terms and conditions set forth
in this Agreement, Revolving Loans may be borrowed, repaid and re-borrowed
until June 30, 2009 (the “Revolving Loan Maturity Date”) on which date the
entire unpaid principal balance of the Revolving Loans and all accrued and
unpaid interest thereon shall be due and payable.  After the Revolving Loan Maturity Date, no
further Revolving Loans shall be made.”


 


(b)           Section 2 (Interest) of
the Schedule is hereby deleted in its entirety and replaced with Section 2
as set forth on Exhibit A attached hereto.


 


(c)           Section 5 (Reporting)
of the Schedule is hereby deleted in its entirety and replaced with Section 5
as set forth on Exhibit B attached hereto.


 


(d)           Section 2.1 of the Loan
Agreement is hereby deleted in its entirety and replaced with the following:


 


“2.1 Security
Interest.


 


(a)           To secure the payment and performance
of all of the Obligations when due, Borrower hereby grants to ORIX a security
interest in all of the following (collectively, the “Collateral”): all right,
title and interest of Borrower in and to the following, whether now owned or
hereafter arising or acquired and wherever located: all Accounts; all
Inventory; all Equipment; all General Intangibles (including without limitation
all Intellectual Property and Deposit Accounts); all Investment Property; all
Other Property; and any and all claims, rights and interests in any of the
above, and all guaranties and security for any of the above, and all
substitutions and replacements for, additions, accessions, attachments,
accessories, and improvements to, and proceeds (including proceeds of any insurance
policies, proceeds of proceeds and claims against third parties) of, any and
all of the above, and all Borrower’s books relating to any of the above,
including without limitation the assets identified in the Representations.  Notwithstanding the foregoing, once all
Obligations related to the Term Loan have been paid in full, the Collateral
shall not include the Released Intellectual Property.


 


(b)           Notwithstanding the
foregoing, upon the occurrence of (i) Borrower entering into a substitute
working capital revolving facility (the “Replacement Revolving Facility”), with
an entity other than ORIX that is reasonably acceptable to ORIX (the “Replacement
Revolving Lender”), which Replacement Revolving Facility, and the credit
agreement and other loan documents delivered in connection therewith
(collectively, the “Replacement Revolving Loan Documents”), are each in form
and substance reasonably acceptable to ORIX in all respects (including, but not
limited to, the maximum availability for all outstanding borrowings 


 

















 


and other financial
accommodations thereunder, the maximum aggregate commitment of the Replacement
Revolving Lender thereunder, the borrowing base thereunder and the advance rate
thereunder), (ii) the repayment in cash and in full of all principal and
accrued and unpaid interest on all outstanding Revolving Loans, and (iii) the
irrevocable termination of ORIX’s commitment to make Revolving Loans under this
Agreement, ORIX shall (x) subordinate its security interest in the portion
of the Collateral consisting solely of cash, accounts receivable and Inventory,
to the security interest of the Replacement Revolving Lender in such assets,
and (y) permit Borrower to grant the Replacement Revolving Lender a
security interest in all Collateral other than cash, accounts receivable and
Inventory so long as such security interest is expressly subordinate to ORIX’s
security interest in such Collateral, in each case pursuant to the terms of an
intercreditor agreement between ORIX and the Replacement Revolving Lender, in
form and substance satisfactory to ORIX.”


 


(e)           Section 4 of the Loan
Agreement is hereby amended by adding the following new Section 4.13 at
the end thereof:


 


“4.13
Revolving Loan Fee.  If on or
before June 30, 2009 (a) each of the events specified in clauses (i),
(ii) and (iii) of Section 2.1(b) of this Agreement have not
been satisfied to the satisfaction of ORIX, and (b) ORIX and the
Replacement Revolving Lender have not entered into and delivered an
intercreditor agreement, in form and substance satisfactory to ORIX, Borrower
shall pay to ORIX, for the account of ORIX, a fee in the amount of $30,000 (the
“Revolving Loan Fee”).  The Revolving
Loan Fee shall be deemed fully earned on June 30, 2009 if each of the
above conditions are not satisfied and shall be nonrefundable upon its receipt
by ORIX.”


 


(f)            Section 8 of the Loan
Agreement is hereby amended by inserting the following definitions in the
proper alphabetical order:


 


“Replacement Revolving
Facility” has the meaning set forth in Section 2.1.


 


“Replacement Revolving
Lender” has the meaning set forth in Section 2.1.


 


“Replacement Revolving
Loan Documents” has the meaning set forth in Section 2.1.


 


“Revolving Loan Fee”
has the meaning set forth in Section 4.13.


 














 


Section 2                                               Representations
and Warranties.  To induce
ORIX to enter into this Amendment, Borrower represents and warrants that:


 


(a)                                  No Default.  After giving effect to this Amendment, no
Default or Event of Default shall have occurred to be continuing as of the date
hereof;


 


(b)                                 Representations and
Warranties.  As of the
date hereof and, after giving effect to this Amendment and the transactions
contemplated hereby, all representations and warranties by Borrower contained
in the Loan Agreement and the other Loan Documents, are, in each case true,
accurate and complete in all respects on and as of the date hereof to the same
extent as though made on and as of such date except to the extent such
representations and warranties specifically relate to an earlier date;


 


(c)                                  Corporate Authority.  (i) The execution, delivery and
performance by Borrower of this Amendment is within its corporate powers and
have been duly authorized by all necessary corporate action on the part of
Borrower, (ii) this Amendment is the legal, valid and binding obligations
of Borrower enforceable against Borrower in accordance with its terms and (iii) the
execution, delivery or performance by Borrower of this Amendment does not (1) violate
any law or regulation, or any other or decree of any governmental authority, (2) conflict
with or result in the breach or termination of, constitute a default under or
accelerate any performance required by, any indenture, mortgage, deed of trust,
lease, agreement or other instrument to which Borrower is a party or by which
Borrower or any of its property is bound, (3) result in the creation or
imposition of any Lien (other than Permitted Liens) upon any of the Collateral,
(4) violate or conflict with the articles of incorporation or bylaws of
Borrower, or (5) require the consent, approval or authorization of, or
declaration or filing with, any other Person, except for those already duly
obtained; and


 


(d)                                 Event of Default.  By its signature below, Borrower agrees that
it shall constitute an Event of Default if any representation or warranty made
herein is untrue or incorrect in any material respect as of the date when made
or deemed made.


 


Section 3                                               Conditions
Precedent.  The
effectiveness of this Amendment, and the obligation of ORIX to make any Loans,
is subject to the following conditions precedent:


 


(a)                                  Amendment.  ORIX shall have received a true and complete
copy of this Amendment, duly executed by Borrower.


 


(b)                                 Secretary’s Certificates.


 


(i)                                     ORIX shall have
received a certificate from Traq, executed by Traq’s corporate secretary or an
assistant secretary, dated as of the date hereof (A) attaching resolutions
of Traq’s Board of Directors, approving and authorizing the execution, delivery
and performance of the Amendment and the transactions to be consummated in
connection therewith, which certificate shall be in form and substance
satisfactory to ORIX and shall state that the resolutions thereby certified
have not been amended, modified, revoked or rescinded, (B) attaching
certified copies of Traq’s organizational documents, certificate of good
standing, and foreign qualifications, and (C) stating that (1) after
giving effect to the Amendment and the transactions 


 

















 


contemplated hereby, the representations and
warranties of Traq contained in the Loan Documents are true and correct in all
material respects as of the effective date of the Amendment, with the same
effect as though made on such date, except to the extent that such
representations and warranties expressly relate to an earlier date, (2) no
event has occurred and is continuing, which constitutes a Default or an Event
of Default, and (3) there is no Material Adverse Change (financial or
otherwise).


 


(ii)                                  ORIX shall have
received a certificate from Tangoe, executed by Tangoe’s corporate secretary or
an assistant secretary, dated as of the date hereof (A) attaching
certified copies of Tangoe’s organizational documents, certificate of good
standing, and foreign qualifications, and (B) stating that (1) after
giving effect to the Amendment and the transactions contemplated hereby, the
representations and warranties of Tangoe contained in the Loan Documents are
true and correct in all material respects as of the effective date of the
Amendment, with the same effect as though made on such date, except to the
extent that such representations and warranties expressly relate to an earlier
date, (2) no event has occurred and is continuing, which constitutes a
Default or an Event of Default, and (3) there is no Material Adverse
Change (financial or otherwise).


 


(c)                                  Amendment Fee.  Borrower shall pay to ORIX, for the account
of ORIX, an amendment fee in the amount of $20,000 (the “Amendment Fee”),
which Amendment Fee shall be deemed fully earned upon the execution of this
Amendment and nonrefundable upon its receipt by ORIX.


 


(d)                                 Cost and Expenses.  Borrower shall have reimbursed ORIX for all
out-of-pocket costs and expenses, including, without limitation, reasonable
attorneys’ fees and expenses, incurred by ORIX in connection with this
Amendment.


 


(e)                                  No Default.  No Default or Event of Default under the Loan
Agreement, as amended hereby, shall have occurred and be continuing.


 


(f)                                    Warranties and
Representations.  After
giving effect to this Amendment and the transactions contemplated hereby, the
warranties and representations of Borrower contained in the Loan Documents
shall be true and correct as of the effective date hereof, with the same effect
as though made on such date, except to the extent that such warranties and
representations expressly relate to an earlier date, and all of such
representations and warranties (except those relating to an earlier date) are
hereby remade by Borrower as of the date hereof.


 


(g)                                 Material Adverse Change.  ORIX shall have determined, in its sole
discretion, that there is no Material Adverse Change (financial or otherwise).


 


(h)                                 Other Requirements.  ORIX shall have received such other
documentation and information which it shall have requested pursuant to this
Amendment.


 


Section 4                                               Reference to
and Effect on Loan Documents.


 


(a)                                  Ratification.  Except as specifically amended above, the
Loan Agreement and the other Loan Documents shall remain in full force and
effect.  Notwithstanding anything
contained herein, the terms of this Amendment are not intended to and do not
effect a novation 


 

















 


of the Loan Agreement or any other Loan Document.  Borrower hereby ratifies and reaffirms each
of the terms and conditions of the Loan Documents to which it is a party and
all of its obligations thereunder.


 


(b)                                 Representations.  Borrower hereby ratifies, confirms and
reaffirms, all and singular, the terms and disclosures contained in the
Representations, and acknowledges, confirms and agrees the disclosures and
information Borrower provided to ORIX in the Representations dated as of December 23,
2008, have not changed, as of the date hereof.


 


(c)                                  No Waiver.  The execution, delivery and effectiveness of
this Amendment shall not operate as a waiver of any right, power or remedy of
OREX under the Loan Agreement or any of the other Loan Documents.


 


(d)                                 References.  Upon the effectiveness of this Amendment each
reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof,” or
words of similar import and (b) any other Loan Document to “the Agreement”
or “the Loan Agreement” shall, in each case and except as otherwise
specifically stated therein, mean and be a reference to the Loan Agreement as
amended hereto.


 


Section 5                                               Releases.  In further consideration of ORIX’s execution
of this Amendment, Borrower for itself and on behalf of its respective
successors (including, without limitation, any trustees acting on behalf of
Borrower and any debtor-in-possession with respect to Borrower), assigns,
subsidiaries and affiliates, hereby forever releases OREX and their respective
successors, assigns, parents, subsidiaries, affiliates, officers, employees
directors, agents and attorneys (collectively, the “Releasees”) from any
and all debts, claims, demands, liabilities, responsibilities, disputes,
causes, damages, actions and causes of action (whether at law or in equity) and
obligations of every nature whatsoever, whether liquidated or unliquidated,
known or unknown, matured or unmatured, fixed or contingent (collectively, “Claims”),
that Borrower may have against the Releasees which arise from or relate to any
actions which the Releasees may have taken or omitted to take prior to the date
this Amendment was executed with respect to the Obligations, any Collateral,
the Loan Agreement, any other Loan Document and any third parties liable in
whole or in part for the Obligations, other than arising out of such Releasee’s
gross negligence or willful misconduct, as finally determined by a
non-appealable court of competent jurisdiction. 
This provision shall survive and continue in full force and effect
whether or not Borrower shall satisfy all other provisions of this Amendment,
the Loan Documents or the Loan Agreement including payment in full of all
Obligations.


 


Section 6                                               Authorization
and Ratification of Amendment.  On or before March 11, 2009, ORIX shall
have received a certificate from Tangoe, executed by Tangoe’s corporate
secretary or an assistant secretary, dated as of the date of such delivery,
attaching resolutions of Tangoe’s Board of Directors, approving and authorizing
the execution, delivery and performance of the Amendment and the transactions
to be consummated in connection therewith, and ratifying any activities
previously taken in connection therewith, which certificate shall be in form
and substance satisfactory to ORIX and shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded (the “Certificate
of Authorization”).  Notwithstanding
anything to the contrary in the Loan Agreement or the other Loan Documents, 


 

















 


the Borrower and ORIX hereby agree that it
shall constitute an Event of Default if ORIX does not receive the Certificate
of Authorization on or before March 11, 2009.


 


Section 7                                               Miscellaneous.


 


(a)                                  Successors and Assigns.  This Amendment shall be binding on and shall
inure to the benefit of Borrower and ORIX and their respective successors and
assigns.


 


(b)                                 ENTIRE AGREEMENT.  THIS AMENDMENT REPRESENTS THE ENTIRE, FINAL
AGREEMENT AND UNDERSTANDING CONCERNING THE SUBJECT MATTER HEREOF BETWEEN THE
PARTIES HERETO, AND SUPERSEDES ALL OTHER PRIOR AGREEMENTS, UNDERSTANDINGS,
NEGOTIATIONS AND DISCUSSIONS, REPRESENTATIONS, WARRANTIES, COMMITMENTS,
PROPOSALS, OFFERS AND CONTRACTS CONCERNING THE SUBJECT MATTER HEREOF, WHETHER
ORAL OR WRITTEN.  THIS AMENDMENT, ANY SUPPLEMENTS
HERETO, AND ANY INSTRUMENTS OR DOCUMENTS DELIVERED OR TO BE DELIVERED IN
CONNECTION HEREWITH MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES HERETO.


 


(c)                                  Headings.  Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.


 


(d)                                 Severability.  Wherever possible, each provision of this
Amendment shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Amendment shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Amendment.


 


(e)                                  Counterparts.  This Amendment may be executed in any number
of separate original counterparts (or telecopied counterparts with original
execution copy to follow) and by the different parties on separate
counterparts, each of which shall be deemed to be an original, but all of such
counterparts shall together constitute one agreement.  Delivery of an executed counterpart of a
signature page to this Amendment by telecopy shall be effective as
delivery of a manually executed counterpart of this Amendment.


 


(f)                                    Incorporation of Loan
Agreement Provisions.  The
provisions contained in Section 9.9 (Governing Law) and Section 9.10
(Jury Waiver) of the Loan Agreement are incorporated herein by reference to the
same extent as if reproduced herein in their entirety.


 


[Signatures follow]


 

















 


	
   

  	
  IN WITNESS ‘WHEREOF, this Amendment has been
  duly executed on the date first written above.

  
	
   

  	
   

  
	
   

  	
  Borrower:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TANGOE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Albert R. Subbloie

  	
   

  
	
   

  	
   

  	
   

  	
  President or Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By 

  	
  /s/ Gary R. Martino

  	
   

  
	
   

  	
   

  	
   

  	
  Secretary or Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TRAQ WIRELESS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Albert R. Subbloie

  	
   

  
	
   

  	
   

  	
   

  	
  President or Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By 

  	
  /s/ Gary R. Martino

  	
   

  
	
   

  	
   

  	
   

  	
  Secretary or Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  ORIX:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ORIX VENTURE FINANCE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Kevin P. Sheehan

  	
   

  
	
   

  	
   

  	
   

  	
  Kevin P. Sheehan,

  
	
   

  	
   

  	
   

  	
  President and CEO

  



 

















 


EXHIBIT A


 


	
  2. INTEREST.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Interest
  Rate

  	
   

  	
   

  
	
  (Section 1.3):

  	
   

  	
  The Term Loan shall bear interest at an interest rate equal to the
  greater of (i) the Base Rate in effect from time to time, plus 5.75% per
  annum, and (ii) the interest rate charged at any time in accordance with
  the Replacement Revolving Loan Documents.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Revolving Loans shall bear interest at an interest rate equal to
  the Base Rate in effect from time to time, plus 5.75% per annum.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Interest shall be calculated on the basis of a 360-day year for the
  actual number of days elapsed. “Base Rate” shall have the meaning set forth
  in Section 8 of this Agreement.

  



 

















 


EXHIBIT B


 


	
  5. REPORTING

  	
   

  	
   

  
	
      (Section 4.2):

  	
   

  	
  Borrower, at its expense, shall provide ORIX with the following:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)          Monthly reconciliations of
  accounts receivable agings (aged by invoice date) and borrowing base report,
  within thirty days after the end of each month;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)         Monthly accounts payable
  agings, aged by invoice date, if any, within thirty days after the end of
  each month;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)          Monthly financial
  statements within thirty days after the end of each month;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)         Annual, unqualified
  financial statements, audited by independent certified public accountants
  acceptable to ORIX (provided that, as of the date of this Agreement,
  Borrower’s certified public accounting firm is Deloitte & Touche
  USA, LLC, which is acceptable to ORIX), within one hundred fifty days after
  the end of each fiscal year of Borrower;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (e)          Compliance certificates
  within fifteen days after the end of each month, confirming that no Defaults
  have occurred, at such intervals and times as ORIX shall specify;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (f)            Within five (5) days
  of ORIX’s request, transaction reports, general ledger, and outstanding or
  held check registers;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (g)         Budgets, sales
  projections, operating plans or other financial information reasonably
  requested by ORIX;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (h)         No later than
  April 15, 2009, confirmation of whether or not Borrower has received an
  executed commitment letter from one or more entities (each a “Proposed
  Replacement Revolving Lender”), which commitment letter shall specify the
  terms and conditions 

  



 

















 


	
   

  	
   

  	
  for the Replacement
  Revolving Loan Documents;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)             No later than
  April 30, 2009, confirmation of whether or not Borrower has selected and
  engaged a Proposed Replacement Revolving Lender, which ORIX has indicated in
  writing is reasonably acceptable to it, and if such a Proposed Replacement
  Revolving Lender has been selected and engaged, delivery to ORIX of the
  applicable commitment letter (with all exhibits and attachments relating
  thereto), executed by such Proposed Replacement Revolving Lender and
  Borrower;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (j)             No later than May 29,
  2009, confirmation of whether or not the Proposed Replacement Revolving
  Lender selected and engaged in accordance with clause (i) above has
  received internal credit approval for the Replacement Revolving Loan
  Documents;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (k)          No later than
  June 15, 2009, confirmation of whether or not a draft of any Replacement
  Revolving Loan Document has been distributed to Borrower, and if any such
  draft has been distributed, delivery to ORIX of each such draft; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (l)             No later than
  June 30, 2009, confirmation of whether or not (i) final versions of
  the Replacement Revolving Loan Documents, each in form and substance
  reasonably satisfactory to ORIX, have been executed and delivered by Borrower
  and the Proposed Replacement Revolving Lender selected and engaged in
  accordance with clause (i) above, and (ii) all of the conditions to
  effectiveness of the Replacement Revolving Loan Documents have been
  satisfied, and if such final versions of the Replacement Revolving Loan
  Documents have been fully executed, delivery to ORIX of each such executed
  Replacement Revolving Loan Document.

  



 














 





ORIX


 


Fourth Amendment 

to Loan and Security Agreement


 


	
  Borrowers:

  	
  (1) Tangoe, Inc.

  
	
   

  	
  (2) Traq Wireless, Inc.

  
	
   

  	
   

  
	
  Date:

  	
  June 29, 2009

  



 


This FOURTH AMENDMENT TO LOAN AND SECURITY
AGREEMENT (this “Amendment”) is entered into as of the date set forth
above by and among ORIX VENTURE FINANCE LLC, a Delaware limited liability
company (“ORIX”).  TANGOE, INC., a
Delaware corporation (“Tangoe”), and TRAQ WIRELESS, INC., a Delaware
corporation (“Traq”; Traq and Tangoe are hereinafter referred to,
jointly and severally, individually and collectively, as “Borrower”).


 


RECITALS:


 


WHEREAS, Borrower and ORIX are parties to
that certain Loan and Security Agreement dated March 9, 2007, as amended
by the Limited Consent and First Amendment to Loan and Security Agreement dated
July 28, 2008, the Limited Consent and Second Amendment to Loan and
Security Agreement dated December 23, 2008 and the Third Amendment to Loan
and Security Agreement dated March 9, 2009 (as from time to time further
amended, restated, supplemented or otherwise modified, the “Loan Agreement”),
pursuant to which ORIX has agreed to make loans and other extensions of credit
to Borrower in accordance with the terms thereof;


 


WHEREAS, in accordance with Section 9.9
of the Loan Agreement, Borrower and ORIX desire to amend the Loan Agreement as
provided herein; and


 


WHEREAS, this Amendment shall constitute a
Loan Document and capitalized terms used but not otherwise defined in this
Amendment shall have the meanings ascribed to them in the Loan Agreement.


 


NOW, THEREFORE, in consideration of the
foregoing and the agreements, promises and covenants set forth below, and for
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:


 


Section 1                                               Amendments to
Loan Agreement.


 


(a)                                  Section 1(b)(4) (Revolving
Loan Maturity Date) of the Schedule is hereby deleted in its entirety and
replaced with the following:


 

















 


“(4) Revolving Loan Maturity Date.  Subject to the terms and conditions set forth
in this Agreement, Revolving Loans may be borrowed, repaid and re-borrowed
until June 30, 2010 (the “Revolving Loan Maturity Date”) on which date the
entire unpaid principal balance of the Revolving Loans and all accrued and
unpaid interest thereon shall be due and payable.  After the Revolving Loan Maturity Date, no
further Revolving Loans shall be made.”


 


(b)                                 Section 2 (Interest) of
the Schedule is hereby deleted in its entirety and replaced with Section 2
as set forth on Exhibit A attached hereto.


 


(c)                                  Subsections (h) - (l) of
Section 5 of the Schedule are hereby deleted in their entirety.


 


Section 2                                               Representations
and Warranties.  To induce
ORIX to enter into this Amendment, Borrower represents and warrants that:


 


(a)                                  No Default.  After giving effect to this Amendment, no
Default or Event of Default shall have occurred to be continuing as of the date
hereof;


 


(b)                                 Representations and
Warranties.  As of the
date hereof and, after giving effect to this Amendment and the transactions
contemplated hereby, all representations and warranties by Borrower contained
in the Loan Agreement and the other Loan Documents, are, in each case true,
accurate and complete in all respects on and as of the date hereof to the same
extent as though made on and as of such date except to the extent such
representations and warranties specifically relate to an earlier date;


 


(c)                                  Corporate Authority.  (i) The execution, delivery and
performance by Borrower of this Amendment is within its corporate powers and
have been duly authorized by all necessary corporate action on the part of
Borrower, (ii) this Amendment is the legal, valid and binding obligations
of Borrower enforceable against Borrower in accordance with its terms and (iii) the
execution, delivery or performance by Borrower of this Amendment does not (1) violate
any law or regulation, or any other or decree of any governmental authority, (2) conflict
with or result in the breach or termination of, constitute a default under or
accelerate any performance required by, any indenture, mortgage, deed of trust,
lease, agreement or other instrument to which Borrower is a party or by which
Borrower or any of its property is bound, (3) result in the creation or
imposition of any Lien (other than Permitted Liens) upon any of the Collateral,
(4) violate or conflict with the articles of incorporation or bylaws of
Borrower, or (5) require the consent, approval or authorization of, or
declaration or filing with, any other Person, except for those already duly
obtained; and


 


(d)                                 Event of Default.  By its signature below, Borrower agrees that
it shall constitute an Event of Default if any representation or warranty made
herein is untrue or incorrect in any material respect as of the date when made
or deemed made.


 


Section 3                                               Conditions
Precedent.  The
effectiveness of this Amendment, and the obligation of ORIX to make any Loans,
is subject to the following conditions precedent:


 

















 


(a)                                  Amendment.  ORIX shall have received a true and complete
copy of this Amendment, duly executed by Borrower.


 


(b)                                 Secretary’s Certificates.


 


(i)                                     ORIX shall have received a
certificate from Traq, executed by Traq’s corporate secretary or an assistant
secretary, dated as of the date hereof (A) attaching resolutions of Traq’s
Board of Directors, approving and authorizing the execution, delivery and
performance of the Amendment and the transactions to be consummated in
connection therewith, which certificate shall be in form and substance
satisfactory to ORIX and shall state that the resolutions thereby certified
have not been amended, modified, revoked or rescinded, (B) attaching
certified copies of Traq’s organizational documents, certificate of good
standing, and foreign qualifications, and (C) stating that (1) after
giving effect to the Amendment and the transactions contemplated hereby, the
representations and warranties of Traq contained in the Loan Documents are true
and correct in all material respects as of the effective date of the Amendment,
with the same effect as though made on such date, except to the extent that
such representations and warranties expressly relate to an earlier date, (2) no
event has occurred and is continuing, which constitutes a Default or an Event
of Default, and (3) there is no Material Adverse Change (financial or
otherwise).


 


(ii)                                  ORIX shall have received a
certificate from Tangoe, executed by Tangoe’s corporate secretary or an
assistant secretary, dated as of the date hereof (A) attaching resolutions
of Tangoe’s Board of Directors, approving and authorizing the execution,
delivery and performance of the Amendment and the transactions to be
consummated in connection therewith, which certificate shall be in form and
substance satisfactory to ORIX and shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded, (B) attaching
certified copies of Tangoe’s organizational documents, certificate of good
standing, and foreign qualifications, and (C) stating that (1) after
giving effect to the Amendment and the transactions contemplated hereby, the
representations and warranties of Tangoe contained in the Loan Documents are
true and correct in all material respects as of the effective date of the
Amendment, with the same effect as though made on such date, except to the
extent that such representations and warranties expressly relate to an earlier
date, (2) no event has occurred and is continuing, which constitutes a
Default or an Event of Default, and (3) there is no Material Adverse
Change (financial or otherwise),


 


(c)                                  Amendment Fee.  Borrower shall pay to ORIX, for the account
of ORIX, an amendment fee in the amount of $20,000 (the “Amendment Fee”),
which Amendment Fee shall be deemed fully earned upon the execution of this
Amendment and nonrefundable upon its receipt by ORIX.


 


(d)                                 Cost and Expenses.  Borrower shall have reimbursed ORIX for all
out-of- pocket costs and expenses, including, without limitation, reasonable
attorneys’ fees and expenses, incurred by ORIX hi connection with this
Amendment.


 


(e)                                  No Default.  No Default or Event of Default under the Loan
Agreement, as amended hereby, shall have occurred and be continuing.


 

















 


(f)                                    Warranties and
Representations.  After
giving effect to this Amendment and the transactions contemplated hereby, the
warranties and representations of Borrower contained in the Loan Documents
shall be true and correct as of the effective date hereof, with the same effect
as though made on such date, except to the extent that such warranties and
representations expressly relate to an earlier date, and all of such representations
and warranties (except those relating to an earlier date) are hereby remade by
Borrower as of the date hereof.


 


(g)                                 Material Adverse Change.  ORIX shall have determined, in its sole
discretion, that there is no Material Adverse Change (financial or otherwise).


 


(h)                                 Other Requirements.  ORIX shall have received such other
documentation and information which it shall have requested pursuant to this
Amendment.


 


Section 4                                               Reference to
and Effect on Loan Documents.


 


(a)                                  Ratification.  Except as specifically amended above, the
Loan Agreement and the other Loan Documents shall remain in full force and
effect.  Notwithstanding anything
contained herein, the terms of this Amendment are not intended to and do not
effect a novation of the Loan Agreement or any other Loan Document.  Borrower hereby ratifies and reaffirms each
of the terms and conditions of the Loan Documents to which it is a party and
all of its obligations thereunder.


 


(b)                                 Representations.  Borrower hereby ratifies, confirms and
reaffirms, all and singular, the terms and disclosures contained in the
Representations, and acknowledges, confirms and agrees the disclosures and
information Borrower provided to ORIX in the Representations dated as of December 23,
2008, have not changed, as of the date hereof.


 


(c)                                  No Waiver.  The execution, delivery and effectiveness of
this Amendment shall not operate as a waiver of any right, power or remedy of
ORIX under the Loan Agreement or any of the other Loan Documents.


 


(d)                                 References.  Upon the effectiveness of this Amendment each
reference in (a) the Loan Agreement to “this Agreement,” “hereunder,” “hereof,”
or words of similar import and (b) any other Loan Document to “the Agreement” or
“the Loan Agreement” shall, in each case and except as otherwise specifically stated
therein, mean and be a reference to the Loan Agreement as amended hereto.


 


Section 5                                               Releases.  In further consideration of ORIX’s execution of
this Amendment, Borrower for itself and on behalf of its respective successors (including,
without limitation, any trustees acting on behalf of Borrower and any debtor-in-possession
with respect to Borrower), assigns, subsidiaries and affiliates, hereby forever
releases ORIX and their respective successors, assigns, parents, subsidiaries, affiliates,
officers, employees directors, agents and attorneys (collectively, the “Releasees”)
from any and all debts, claims, demands, liabilities, responsibilities, disputes,
causes, damages, actions and causes of action (whether at law or in equity) and
obligations of every nature whatsoever, whether liquidated or unliquidated, known
or unknown, matured or unmatured, fixed or contingent (collectively, “Claims”),
that Borrower may have against the Releasees which arise from or relate to any actions
which the Releasees may have taken or omitted to take prior to the date this Amendment
was executed with 


 

















 


respect to the Obligations, any Collateral, the Loan Agreement, any other
Loan Document and any third parties liable in whole or in part for the Obligations,
other than arising out of such Releasee’s gross negligence or willful misconduct,
as finally determined by a non-appealable court of competent jurisdiction.  This provision shall survive and continue in full
force and effect whether or not Borrower shall satisfy all other provisions of this
Amendment, the Loan Documents or the Loan Agreement including payment in full of
all Obligations.


 


Section 6                                               Authorization and
Ratification of Amendment.  On or
before July 31, 2009, ORIX shall have received a certificate from Tangoe, executed
by Tangoe’s corporate secretary or an assistant secretary, dated as of the date
of such delivery, attaching resolutions of Tangoe’s Board of Directors, approving
and authorizing the execution, delivery and performance of the Amendment and the
transactions to be consummated in connection therewith, and ratifying any activities
previously taken in connection therewith, which certificate shall be in form and
substance satisfactory to ORIX and shall state that the resolutions thereby certified
have not been amended, modified, revoked or rescinded (the “Certificate of Authorization”).  Notwithstanding anything to the contrary in the
Loan Agreement or the other Loan Documents, the Borrower and ORIX hereby agree that
it shall constitute an Event of Default if ORIX does not receive the Certificate
of Authorization on or before July 31, 2009.


 


Section 7                                               Miscellaneous.


 


(a)                                  Successors and Assigns.  This Amendment shall be binding on and shall inure
to the benefit of Borrower and ORIX and their respective successors and assigns.


 


(b)                                 ENTIRE AGREEMENT.  THIS AMENDMENT REPRESENTS THE ENTIRE, FINAL AGREEMENT
AND UNDERSTANDING CONCERNING THE SUBJECT MATTER HEREOF BETWEEN THE PARTIES HERETO,
AND SUPERSEDES ALL OTHER PRIOR AGREEMENTS, 
UNDERSTANDINGS, NEGOTIATIONS  AND  DISCUSSIONS, REPRESENTATIONS, WARRANTIES, COMMITMENTS,
PROPOSALS, OFFERS AND CONTRACTS CONCERNING THE SUBJECT MATTER HEREOF, WHETHER ORAL
OR WRITTEN.  THIS AMENDMENT, ANY SUPPLEMENTS
HERETO, AND ANY INSTRUMENTS OR DOCUMENTS DELIVERED OR TO BE DELIVERED IN CONNECTION
HEREWITH MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES HERETO.  THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO.


 


(c)                                  Headings.  Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.


 


(d)                                 Severability.  Wherever possible, each provision of this Amendment
shall be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Amendment shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Amendment.


 

















 


(e)                                  Counterparts.  This Amendment may be executed in any number of
separate original counterparts (or telecopied counterparts with original execution
copy to follow) and by the different parties on separate counterparts, each of which
shall be deemed to be an original, but all of such counterparts shall together constitute
one agreement.  Delivery of an executed counterpart
of a signature page to this Amendment by telecopy shall be effective as delivery
of a manually executed counterpart of this Amendment.


 


(f)                                    Incorporation of Loan Agreement
Provisions.  The provisions
contained in Section 9.9 (Governing Law) and Section 9.10 (Jury Waiver)
of the Loan Agreement are incorporated herein by reference to the same extent as
if reproduced herein in their entirety.


 


[Signatures follow]


 

















 


	
   

  	
  IN WITNESS WHEREOF, this Amendment
  has been duly executed on the date first written above.

  
	
   

  
	
  Borrower:

  
	
   

  
	
   

  	
  TANGOE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Albert R. Subbloie

  	
   

  
	
   

  	
   

  	
  President or Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Gary R. Martino

  	
   

  
	
   

  	
   

  	
  Secretly or Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRAQ WIRELESS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Albert R. Subbloie

  	
   

  
	
   

  	
   

  	
  President or Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Gary R. Martino

  	
   

  
	
   

  	
   

  	
  Secretly or Assistant Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  ORIX:

  	
   

  
	
   

  	
   

  
	
   

  	
  ORIX VENTURE FINANCE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Kevin P. Sheehan

  	
   

  
	
   

  	
   

  	
  Kevin P. Sheehan

  
	
   

  	
   

  	
  President and CEO

  



 

















 


EXHIBIT A


 


2.  INTEREST.


 


	
  Interest Rate  

  (Section 1.3):

  	
   

  	
  The Term Loan shall bear interest
  at an interest rate equal to the greatest of (i) the Base Rate in effect from
  time to time, plus 6.00% per annum, (ii) 10.25% per annum and (iii) the interest
  rate charged at any time in accordance with the Replacement Revolving Loan Documents.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Revolving Loans shall bear
  interest at an interest rate equal to the greater of (i) the Base Rate in effect
  from time to time, plus 6.00% per annum and (ii) 10.25% per annum.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Interest shall be calculated
  on the basis of a 360-day year for the actual number of days elapsed. “Base Rate”
  shall have the meaning set forth in Section 8 of this Agreement.