Exhibit
10.18


 


THIS WARRANT AND THE SHARES
ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (“THE ACT”),  NOR UNDER ANY STATE SECURITIES
LAWS AND SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, ASSIGNED, HYPOTHECATED
OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNTIL (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, (2) THE COMPANY RECEIVES AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH SECURITIES MAY BE PLEDGED,
SOLD, ASSIGNED, HYPOTHECATED, OR TRANSFERRED (COLLECTIVELY A “TRANSFER”)
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS, OR (3) TRANSFERRED PURSUANT TO RULE 144 IN ACCORDANCE
WITH SECTION 5.3 OF THIS WARRANT.


 


	
   

  	
  WARRANT
  TO PURCHASE STOCK

  
	
   

  	
   

  
	
  Corporation:

  	
  TANGOE,
  INC., a Delaware corporation

  
	
  Number
  of Shares:

  	
   

  
	
  Class of
  Stock:

  	
  Common
  Stock

  
	
  Par
  Value Per Share:

  	
  $0.0001

  
	
  Initial
  Exercise Price:

  	
  $0.6374
  per share

  
	
  Issue
  Date:

  	
  May 23,
  2006

  
	
  Expiration Date:

  	
  May 23, 2013 (Subject
  to Section 5.1)

  



 


THIS WARRANT CERTIFIES THAT,
in consideration of $1.00 and for other good and valuable consideration, the
receipt of which is hereby acknowledged,                         
or his assignee (“Holder”) is entitled to purchase the number of fully paid and
nonassessable shares of the class of securities (the “Shares”) of the
corporation (the “Company”) at the initial exercise price per Share (the “Warrant
Price”) all as set forth above and as adjusted pursuant to Article 2 of
this warrant, subject to the provisions and upon the terms and conditions set
forth in this warrant.


 


ARTICLE 1.          EXERCISE.


 


1.1           Method of Exercise.  Holder may exercise this warrant by
delivering this warrant and 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 1.2, Holder
shall also deliver to the Company a check for the dollar value arrived at by
multiplying the Warrant Price times the number of Shares being purchased (the “Aggregate
Warrant Price”).


 


1.2           Conversion Right.  In lieu of exercising this warrant as
specified in Section 1.1, 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 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 1.3.


 

















 


1.3           Fair Market Value.  If the Shares are traded regularly 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 regularly
traded in a public market, the Board of Directors of the Company shall
determine fair market value in its reasonable good faith judgment.


 


1.4           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.


 


1.5           Replacement of Warrants.  On receipt of evidence reasonably satisfactory
to the Company 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 and affidavit 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.


 


1.6           Repurchase on Sale, Merger,
or Consolidation of the Company.


 


1.6.1        Acquisition.  For the purpose of this warrant, “Acquisition”
means any sale, license, or other disposition of all or substantially all of
the assets (including intellectual property) of the Company, or any
reorganization, consolidation, or merger of the Company where the holders of
the Company’s securities before the transaction beneficially own less than 50%
of the outstanding voting securities of the surviving entity after the
transaction.


 


1.6.2        Assumption of Warrant.  If upon the closing of any Acquisition the
successor entity expressly assumes the obligations of this warrant, then 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. The Company shall use
reasonable efforts to cause the surviving corporation to assume the obligations
of this warrant.


 


1.6.3        Nonassumption.  Upon the closing of any Acquisition, if
Holder has not otherwise expressly exercised this warrant in full, then this
warrant is deemed to have been terminated immediately and shall be of no
further force or effect


 


ARTICLE 2.          ADJUSTMENTS TO
THE SHARES.


 


2.1           Stock Dividends, Splits, Etc.  If the Company at any time shall pay a
dividend payable in, or make any other distribution of the Company’s stock to
the holders of outstanding shares of the Company’s common stock, then, upon
exercise of this warrant, Holder shall be entitled to receive, in addition to
the number of shares of Common Stock receivable thereupon, and without payment
of any additional consideration therefor, the amount of the Company’s capital
stock which would have been issuable to Holder if Holder had exercised this
warrant 


 

















 


immediately
prior to the date on which holders of common stock received such dividend or
distribution of the Company’s capital stock.


 


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. 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. If the outstanding Shares are subdivided, combined
or consolidated, by reclassification or otherwise, into a greater number of
shares, the Warrant Price shall be proportionately decreased.


 


2.4           Further Adjustment for
Combined Effect. 
Notwithstanding anything to the contrary contained herein, in no event
shall the aggregate adjustments to the Warrant Price and the number of Shares
or other securities or property issuable upon exercise or conversion of this
warrant pursuant to Sections 2.1, 2.2 and 2.3 of this Article 2 (the “Adjustment
Provisions”) in respect of any event which results in an adjustment pursuant to
any of such Adjustment Provisions, cause the Warrant Price or the number of
Shares or other securities or property issuable upon exercise or conversion of
this warrant to be different than the amounts that would have resulted from the
exercise or conversion of this warrant in full immediately prior to such event.


 


2.5           No Impairment.  The Company shall not, by amendment of its
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 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           Certificate as to 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.


 

















 


2.7           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 amount computed
by multiplying the fractional interest by the fair market value of a full
Share.


 


ARTICLE 3.          REPRESENTATIONS
AND COVENANTS OF THE COMPANY.


 


3.1           Representations and
Warranties.  The Company
hereby represents and warrants to the Holder that all Shares which may be
issued upon the exercise of the purchase right represented by this warrant
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.


 


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; or (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, then, in connection with each such event, the Company shall give
Holder (1) at least 20 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; and (2) in the case of the
matters referred to in (c) and (d) above at least 20 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).


 


3.3           Registration Under
Securities Act of 1933, as amended.  The Company agrees that the Shares shall be
subject to the registration rights set forth on Exhibit A.


 


ARTICLE 4.          REPRESENTATIONS AND COVENANTS OF THE HOLDER.  By its acceptance of this warrant, the Holder
represents and warrants to and covenants with the Company that:


 


4.1           The Holder has such
knowledge, skill and experience in business, financial and investment matters
so that the Holder is capable of evaluating the merits and risks of an
investment in this warrant and the Company’s securities issuable hereunder
(collectively, the “Securities”) and has the ability to suffer the total loss
of its investment in the Securities. To the extent necessary, the Holder has
retained, at the Holder’s own expense, and relied upon, appropriate
professional advice regarding the investment, tax and legal merits and
consequences of holding and disposing of the Securities. The Holder further
represents that it has had the opportunity to ask questions of and receive
answers from the Company concerning the terms and conditions of the Securities
and the business of the Company, and to obtain additional information to the
Holder’s satisfaction.


 

















 


4.2           The Holder is an “accredited
investor” as defined in Rule 501(a) under the Securities Act of 1933,
as amended.  The Holder agrees to furnish
any additional information needed by Company to assure compliance with
applicable federal and state securities laws in connection with the purchase
and sale of the Securities.


 


4.3           The Holder is acquiring the
Securities solely for its own and its affiliates’ account, for investment
purposes, and not with a view to, or for resale in connection with, any
distribution thereof. The Holder understands that the Securities have not been
registered under the Act, or any state securities laws by reason of specific
exemptions under the provisions thereof which depend in part upon the
investment intent of the Holder and of the other representations made by the
Holder in this warrant.  The Holder
understands that the Company is relying upon the representations and agreements
contained in this warrant (and any supplemental information) for the purpose of
determining whether this transaction meets the requirements for such
exemptions.


 


ARTICLE 5.          MISCELLANEOUS.


 


5.1           Term: Notice of Expiration.  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. If this warrant has not been exercised prior to the Expiration
Date, this warrant shall be deemed to have been automatically exercised on the
Expiration Date by “cashless” conversion pursuant to Section 1.2.


 


5.2           Legends.  This warrant and the Shares shall be
imprinted with a legend in substantially the following form:


 


THIS WARRANT AND THE SHARES
ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (“THE ACT”), NOR UNDER ANY STATE SECURITIES LAWS AND SUCH SECURITIES
MAY NOT BE SOLD, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNTIL (1) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS, (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH SECURITIES MAY BE PLEDGED, SOLD,
ASSIGNED, HYPOTHECATED, OR TRANSFERRED (COLLECTIVELY A “TRANSFER”) WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS, OR (3) TRANSFERRED PURSUANT TO RULE 144 IN ACCORDANCE WITH SECTION 5.3
OF THAT CERTAIN WARRANT TO PURCHASE STOCK DATED AS OF MAY 23, 2006.


 


5.3           Compliance with Securities
Laws on Transfer.  This
warrant and the Shares issuable upon exercise of this warrant 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
(including, without limitation, the delivery of investment representation
letters and legal opinions reasonably satisfactory to the Company). The Company
shall not require Holder to provide an opinion of counsel in connection with
such a transfer or assignment if there is no material question as to the
availability of current information as referenced in Rule 144(c), Holder
represents that it has complied with Rule 144(d) and (e) in
reasonable detail, the selling 


 

















 


broker
represents that it has complied with Rule 144(f), and the Company is
provided with a copy of Holder’s notice of proposed sale.


 


5.4           Transfer Procedure, Subject to
the provisions of Section 5.3, Holder may transfer all or part of this
warrant or the Shares issuable upon exercise of this warrant 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).  The terms and
conditions of this warrant shall inure to the benefit of, and be binding upon,
the Company and the holders hereof and their respective permitted successors
and assigns. Unless the Company is filing financial information with the SEC
pursuant to the Securities Exchange Act of 1934, the Company shall have the
right to refuse to transfer any portion of this warrant to any person who
directly competes with the Company.


 


5.5           Warrant Register.  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 “Register”) as they are issued. The Company shall be
entitled to treat the registered holder of any warrant on the Register as the
Holder and 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. 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.


 


5.6           Stockholder Rights.  The Holder shall not, solely by virtue
hereof, be entitled to any rights of a stockholder of the Company. The Holder
shall have all rights of a stockholder with respect to common stock purchased
upon exercise hereof at the time the exercise price for such common stock is
delivered pursuant to Article 1 hereof.


 


5.7           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, at such address as may have been furnished to the Company or
the Holder, as the case may be, in writing by the Company or such Holder from
time to time. All notices to the Holder shall be addressed as follows:


 


 


 


5.8           Amendments.  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.


 

















 


5.9           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 incurred in such dispute, including reasonable attorneys’ fees.


 


5.10         Governing Law. This warrant
shall be governed by and construed in accordance with the laws of the State of
Connecticut, without giving effect to its principles regarding conflicts of
law.


 


5.11         Counterparts. This warrant
may be executed in two separate counterparts, each of which when so executed
shall be deemed to be an original and both of which when taken together shall
constitute one and the same warrant


 


 


	
   

  	
  TANGOE,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Holder]

  



 

















 


APPENDIX 1


 


NOTICE OF EXERCISE


 


1.             The undersigned hereby
elects to purchase              
shares of the common of TANGOE, INC.
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
out the preceding paragraph which 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:


 


 


 


Attn:


 


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.


 


 


	
   

  	
   

  
	
  [Holder]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Date)

  	
   

  



 

















 


EXHIBIT A


 


Registration Rights


 


The Shares shall be deemed “Registrable
Shares” or otherwise entitled to “incidental” or “piggy back” registration
rights in accordance with the terms of that certain Fifth Amended and Restated
Investor Rights Agreement dated December 29, 2005, between the Company and
the investors which are signatories thereto (the “Investor Rights Agreement”).


 


The Company agrees that no
amendments will be made to the Investor Rights Agreement, which would have an
adverse impact on Holder’s registration rights thereunder without the consent
of Holder. By acceptance and execution of the warrant to which this Exhibit A
is attached, Holder (or any transferee of this warrant) hereby acknowledges and
agrees that such Holder (or transferee): (i) shall not be deemed to be a
party to the Investor Rights Agreement, (ii) shall only be entitled to the
piggyback registration rights set forth in the Investor Rights Agreement, and (iii) shall
be legally bound by the provisions of Section 2.8 of the Investor Rights
Agreement to the same extent as if Holder were a Purchaser (as such term is
defined in the Investor Rights Agreement).