Exhibit
10.21


 


THIS
WARRANT AND ANY SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR UNDER
ANY STATE SECURITIES LAWS AND SUCH SECURITIES MAY NOT BE PLEDGED, SOLD,
ASSIGNED, HYPOTHECATED, OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO
THE COMPANY OR COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND
OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE
PLEDGED, SOLD, ASSIGNED, HYPOTHECATED, OR TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.


 


Tangoe, Inc.


 


Warrant for the purchase of
80,000 shares of Common Stock, 

par value $.0001 per share


 


	
  No. 54

  	
  March 12, 2008

  



 


THIS CERTIFIES that for
$10.00 and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Clifton Myers Enterprises, Inc.
(the “Holder”), is entitled to subscribe for and purchase from Tangoe, Inc.,
a Delaware corporation (the “Company”), upon the terms and conditions
set forth herein, during the period commencing on this 12th day of March 2008,
and expiring at 5:00 p.m. on March 11, 2013 (the “Exercise Period”),
up to 80,000 shares of the Company’s Common Stock, par value $.0001 per share
(the “Common Stock”), at a price (the “Exercise Price”) per share
equal to $0.35.  As used herein, the term
“this Warrant” shall mean and include this Warrant and any Warrant or
Warrants hereafter issued as a consequence of the exercise or transfer of this
Warrant in whole or in part.  As used
herein, the term “Holder” shall include any transferee to whom this
Warrant has been transferred in accordance with the terms hereof.  The term “Common Stock” shall mean (i) the
class of stock designated as Common Stock in the Amended and Restated
Certificate of Incorporation of the Company as amended and restated as of the
date hereof, or (ii) any other class of stock resulting from successive
changes or reclassifications of such Common Stock consisting solely of changes
hi par value, or from par value to no par value, or from no par value to par value.


 


The number of shares of
Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”)
and the Exercise Price may be adjusted from time to time as hereinafter set
forth.


 


1.             Subject to the provisions of
Section 2, any portion of this Warrant may be exercised during the
Exercise Period, as to the whole or any lesser number of whole Warrant Shares,
by transmission by telecopy of the Election to Exercise attached hereto,
followed within three (3) business days by the surrender of this Warrant
(with the Election to Exercise attached hereto duly executed) to the Company at
its office at 35 Executive Boulevard, Orange, CT 06477, or at such other place
as is designated in writing by the Company, together with a


 

















 


certified or bank cashier’s check payable to
the order of the Company in an amount equal to the product of the Exercise
Price and the number of Warrant Shares for which this Warrant is being
exercised (the “Aggregate Exercise Price”).  Notwithstanding the foregoing, this Warrant
may not be exercised unless the issuance of the Warrant Shares pursuant to such
exercise complies with applicable securities laws.


 


2.             Upon each exercise of the
Holder’s rights to purchase Warrant Shares, the Holder shall be deemed to be
the holder of record of the Warrant Shares issuable upon such exercise,
notwithstanding that the transfer books of the Company shall then be closed or
certificates representing such Warrant Shares shall not then have been actually
delivered to the Holder.  Within fourteen
(14) business days after each such exercise of this Warrant and receipt by the
Company of this Warrant, the Election to Exercise and the Aggregate Exercise
Price, the Company shall issue and deliver to the Holder a certificate or
certificates for the Warrant Shares issuable upon such exercise, registered in
the name of the Holder or its designee. 
If this Warrant should be exercised in part only, the Company shall,
upon surrender of this Warrant for cancellation, execute and deliver a new
Warrant evidencing the right of the Holder to purchase the balance of the
Warrant Shares (or portions thereof) subject to purchase hereunder.


 


3.             The Warrant shall vest and
be exercisable in full upon issuance.


 


4.             Subject to any other
restriction on the Transfer of the Warrant contained in this Warrant and
subject to compliance with applicable securities laws, as described in the
legend set forth on the first page hereof, the Holder may Transfer the
Warrant to a transferee reasonably acceptable to the Company.  As used herein, “Transfer” shall mean
and include any sale, assignment, encumbrance, hypothecation, pledge,
conveyance in trust, gift, transfer by bequest, devise or descent, or other
transfer or disposition of any kind, including, but not limited to, transfers
to receivers, levying creditors, trustees or receivers in bankruptcy
proceedings or general assignees for the benefit of creditors, whether
voluntary or by operation of law, directly or indirectly.


 


5.             Any Warrants issued upon the
transfer or exercise in part of this Warrant shall be numbered and shall be
registered in a warrant register (the “Warrant Register”) as they are
issued.  The Company shall be entitled to
treat the registered holder of any Warrant on the Warrant Register as the owner
in fact thereof for all purposes and shall not be bound to recognize any
equitable or other claim to or interest in such Warrant on the part of any
other person, and shall not be liable for any registration of transfer of
Warrants which are registered or to be registered in the name of a fiduciary or
the nominee of a fiduciary unless made with the actual knowledge of the general
counsel of the Company that a fiduciary or nominee is committing a breach of
trust in requesting such registration of transfer.  In all cases of transfer by an attorney,
executor, administrator, guardian, or other legal representative, duly
authenticated evidence of his or its authority shall be produced.  Upon any registration of transfer, the
Company shall deliver a new Warrant or Warrants to the person entitled
thereto.  Notwithstanding anything
contained herein to the contrary, the Company shall have no obligation to cause
Warrants to be transferred on its books to any person if, in the opinion of
counsel to the Company, such transfer does not comply with this Warrant or the
provisions of the Act and the rules and regulations thereunder.


 

















 


6.             The Company shall at all
times reserve and keep available out of its authorized and unissued Common
Stock, solely for the purpose of providing for the exercise of the rights to
purchase all Warrant Shares granted pursuant to the Warrants, such number of
shares of Common Stock as shall, from time to time, be sufficient
therefor.  The Company covenants that all
shares of Common Stock issuable upon exercise of this Warrant, upon receipt by
the Company of the full Exercise Price therefor, shall be validly issued, fully
paid, nonassessable, and free of preemptive rights.


 


7.             Adjustments to the Exercise
price


 


(a)         General Adjustments.  The Exercise Price in effect at any tune and
the number and kind of securities purchasable upon the exercise of this Warrant
shall be subject to adjustment from time to time upon the happening of certain
events as provided in this section 7:


 


(b)         Adjustments for Dividends
and Share Reorganizations.  In
case the Company shall (i) declare a dividend or make a distribution on
its outstanding shares of Common Stock, in each case, in shares of Common
Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock
into a greater number of shares, or (iii) combine or reclassify its
outstanding shares of Common Stock into a smaller number of shares, then (A) the
Exercise Price in effect at the time of the record date for such dividend or
distribution or of the effective date of such subdivision, combination or
reclassification, shall be adjusted so that it shall equal the price determined
by multiplying the Exercise Price by a fraction, the denominator of which,
shall be the number of shares of Common Stock outstanding after giving effect
to such action, and the numerator of which shall be the number of shares of
Common Stock outstanding immediately prior to such action, and (B) the
number of Warrant Shares issuable upon the exercise at the adjusted Exercise
Price of each Warrant shall be adjusted to the nearest number of whole shares
of Common Stock by multiplying a number equal to the Exercise Price in effect
immediately prior to such adjustment by the number of Warrant Shares issuable
upon exercise of this Warrant immediately prior to such adjustment and dividing
the product so obtained by the adjusted Exercise Price.  Such adjustments shall be made successively
whenever any event listed above shall occur.


 


(c)         No adjustment in the number
of Warrant Shares issuable upon the exercise of this Warrant shall be required
if such adjustment is less than one share; provided, however,
that any adjustments which by reason of this Section 7(c) are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment.  All calculations
under this Section 7 shall be made to the nearest share.


 


(d)         In any case in which this Section 7
shall require that an adjustment in the number of Warrant Shares be made
effective as of a record date for a specified event, the Company may elect to
defer, until the occurrence of such event, issuing to the Holder, if the Holder
exercised this Warrant after the record date, the Warrant Shares, if any,
issuable upon such exercise over and above the Warrant Shares, if any, issuable
upon such exercise prior to such adjustment; provided, however,
that the Company shall deliver to the Holder a due bill or other appropriate
instrument evidencing the Holder’s right to receive such additional Warrant
Shares upon the occurrence of the event requiring such adjustment.


 

















 


(e)         Whenever there shall be an
adjustment as provided in this Section 7, the Company shall promptly cause
written notice thereof to be sent by certified mail, postage prepaid, to the
Holder, at its address as it shall appear in the Warrant Register, which notice
shall be accompanied by an officer’s certificate setting forth the number of
Warrant Shares issuable upon the exercise of this Warrant if such Warrant were
exercisable on the date of such notice, and setting forth a brief statement of
the facts requiring such adjustment and the computation thereof, which officer’s
certificate shall be conclusive evidence of the correctness of any such
adjustment absent manifest error.


 


8.             In case at any time the
Company shall propose:


 


(a)         to pay any dividend or make
any distribution on shares of Common Stock in shares of Common Stock or make
any other distribution (other than regularly scheduled cash dividends which are
not in a greater amount per share than the most recent such cash dividend) to
all holders of Common Stock, or


 


(b)        to issue any rights,
warrants, or other securities to all holders of Common Stock entitling them to
purchase any additional shares of Common Stock or any other rights, warrants,
or other securities, or


 


(c)         to effect any reclassification
or change of outstanding shares of Common Stock, or any consolidation or
merger, or


 


(d)        to effect any liquidation,
dissolution, or winding-up of the Company,


 


then, and in anyone or more
of such cases, the Company shall give written notice thereof, by registered
mail, postage pre-paid, to the Holder at the Holder’s address as it shall
appear in the Warrant Register, mailed at least 15 days prior to (i) the
date as of which the holders of record of shares of Common Stock to be entitled
to receive any such dividend, distribution, rights, warrants, or other
securities are to be determined, or (ii) the date on which any such
reclassification, change of outstanding shares of Common Stock, consolidation,
merger, liquidation, dissolution, or winding-up is expected to become
effective, and the date as of which it is expected that holders of record of
shares of Common Stock shall be entitled to exchange their shares for
securities or other property, if any, deliverable upon such reclassification,
change of outstanding shares, consolidation, merger, sale, lease, conveyance of
property, liquidation, dissolution, or winding-up.


 


9.             The Company shall not, be
required to pay any tax which may be payable in respect of any transfer
involved in the issue and delivery of any certificate in a name other than that
of the Holder and the Company shall not be required to issue or deliver any
such certificate unless and until the person or persons requesting the issue
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.


 


10.           Unless registered, the
Warrant Shares issued upon exercise of this Warrant shall be subject to a stop
transfer order and the certificate or certificates evidencing such Warrant
Shares shall bear the following legend:


 

















 


“THE SHARES REPRESENTED BY
THIS CERTIFICATE HAVE BEEN NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS.  SUCH SHARES MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH
ACT.”


 


11.           Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction, or mutilation of
any Warrant (and upon surrender of any Warrant if mutilated), and upon
reimbursement of the Company’s reasonable incidental expenses and, if
reasonably requested, an indemnity reasonably acceptable to the Company, the
Company shall execute and deliver to the Holder thereof a new Warrant of like
date, tenor, and denomination.


 


12.           The Holder of any Warrant
shall not have, solely on account of such status, any rights of a stockholder
of the Company, either at law or in equity, or to any notice of meetings of
stockholders or of any other proceedings of the Company, except as provided in
this Warrant.


 


13.           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.


 


14.           This Warrant shall be
construed in accordance with the laws of the State of Delaware applicable to
contracts made and performed within such State, without regard to principles of
conflicts of law.


 


15.           By acceptance of this
Warrant, the Holder accepts and agrees to be bound by all of the terms and
conditions of this Warrant.


 


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..


 

















 


IN WITNESS WHEREOF, this
Warrant has been executed as of the date and year first above written.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  Tangoe, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Albert R. Subbloie, Jr.

  
	
   

  	
  Name: Albert R. Subbloie, Jr.

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
  HOLDER:

  
	
   

  	
   

  
	
   

  	
  /s/ Daniel Riscalla

  
	
   

  	
  Name:

  
	
   

  	
  Address: 6945 Hidden Oaks Ln

  
	
   

  	
  Orange CA 92867

  



 

















 


FORM OF ASSIGNMENT


 


(To be executed by the registered holder if
such holder desires to transfer the attached Warrant.)


 


FOR VALUE RECEIVED,
                                                                  
hereby sells, assigns, and transfers unto
                                       
a Warrant to purchase
                                
shares of Common Stock, $.0001 par value per share, of Tangoe, Inc. (the “Company”),
together with all right, title, and interest therein, and does hereby
irrevocably constitute and appoint
                                    
attorney to transfer such Warrant on the books of the Company, with full power
of substitution.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  	
   

  



 


 


Signature Guaranteed:


 


NOTICE


 


The signature on the
foregoing Assignment must correspond to the name as written upon the face of
this Warrant in every particular, without alteration or enlargement or any
change whatsoever.


 


To:          Tangoe, Inc.


35 Executive Boulevard


Orange,
CT 06477


 

















 


ELECTION TO EXERCISE


 


The undersigned hereby
exercises his or its rights to purchase
                
Warrant Shares covered by the within Warrant and tenders payment herewith in
the amount of $                    
in accordance with the terms thereof, certifies that he owns this Warrant free
and clear of any and all claims, liens and/or encumbrances and requests that
certificates for such securities be issued in the name of, and delivered to:


 


(Print Name, Address and
Social Security 

or Tax Identification Number)


 


and, if such number of
Warrant Shares shall not be all the Warrant Shares covered by the within
Warrant, that a new Warrant for the balance of the Warrant Shares covered by
the within Warrant be registered in the name of, and delivered to, the
undersigned at the address stated below.


 


The
undersigned further represents and warrants to the Company that:


 


1.             The undersigned is an “accredited
investor” as that term is defined under Regulation D under the Securities Act
of 1933, as amended.


 


2.             The undersigned is acquiring
the Warrant Shares for investment and not with a view to the distribution
thereof.


 


3.             The undersigned has
knowledge and experience in financial and business matters that it is capable
of evaluating the merits and risks of an investment in the Warrant Shares.


 


4.             The undersigned has been
provided with the opportunity to ask questions of and receive answers from, the Company
and its representatives concerning the Company and the Warrant Shares and has
been provided by the Company with all reasonably available information
pertaining to the Company which has been requested by the undersigned.


 


	
  Dated:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  (Print)

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Signature)

  
						



 

















 


FORM OF
ASSIGNMENT


 


(To be executed by the registered holder if
such holder desires to transfer the attached Warrant.)


 


FOR VALUE RECEIVED, Clifton
Myers Enterprises hereby sells, assigns, and transfers unto Daniel Riscelle a
Warrant to purchase 80,000 shares of Common Stock, $.0001 par value per share,
of Tangoe, Inc. (the “Company”), together with all right, title, and
interest therein, and does hereby irrevocably constitute and appoint Bill
Thitchell attorney to transfer such Warrant on the books of the Company, with
full power of substitution.


 


Dated: October 31, 2008


 


	
   

  	
  Signature

  	
  /s/ Daniel Riscalla

  
	
  Signature Guaranteed:

  	
   

  



 


NOTICE


 


The signature on the
foregoing Assignment must correspond to the name as written upon the face of
this Warrant in every particular, without alteration or enlargement or any
change whatsoever.


 


To:          Tangoe, Inc.


35 Executive Boulevard


Orange, CT 06477