Exhibit 10.14


 


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:

  	
   

  	
  28,238

  
	
  Class of
  Stock:

  	
   

  	
  Series D
  Convertible Preferred (“Series D Stock”)

  
	
  Initial
  Exercise Price:

  	
   

  	
  $0.67343
  per share

  
	
  Issue
  Date:

  	
   

  	
  March 28,
  2005

  
	
  Expiration Date:

  	
   

  	
  March 28, 2012
  (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, COMERICA BANK or its 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 aggregate Warrant
Price for the Shares being purchased.


 


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 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. If upon the closing of any
Acquisition the successor entity does not assume the obligations of this
warrant and Holder has not otherwise exercised this warrant in full, men Holder
shall have the option either to (a) deem this warrant to have been
automatically converted pursuant to Section 1.2 and thereafter Holder
shall participate in the Acquisition on the same terms as other holders of the
same class of securities of the Company; or (b) require the Company to
purchase this warrant for cash upon the closing of the Acquisition for an
amount per Share equal to two (2) times the Warrant Price.


 


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 Series D Preferred Stock (or common stock only if the Series D
Preferred Stock has been converted into common stock while this warrant is
outstanding), then, upon exercise of this warrant, Holder shall be entitled to
receive, in addition to the number of


 

















 


shares of Series D Preferred Stock (or common stock only if the Series D
Preferred Stock has been converted into common stock while this warrant is
outstanding) 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 Series D Preferred Stock (or common
stock only if the Series D Preferred Stock has been converted into common
stock while this warrant is outstanding) 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. 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
Certificate of Incorporation upon the closing of a registered public offering
of the Company’s common stock. 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 10 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           Adjustments for Diluting Issuances. The Series D
Preferred Stock issued upon the exercise of this warrant shall be entitled to
die antidilution rights afforded to the Series D Preferred Stock set forth
in the Company’s Amended and Restated Certificate of Incorporation, as amended,
as if such Series D Preferred Stock were issued as of the date of this
warrant.


 


2.5           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, 2.3 and 2.4 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.


 


2.6           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.


 


2.7           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.


 


2.8           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 as follows:


 


(a)           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.


 


(b)           The Company’s capitalization table attached to this
warrant 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; 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           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 communiques to the
shareholders of the Company, (b) within ninety (90) days after the end of
each fiscal year of the Company, the annual audited financial statements of the
Company certified by independent public accountants of recognized
standing and (c) within forty-five (45) days after the end of each of the
first three quarters of each fiscal year, the Company’s quarterly, unaudited
financial statements.


 


3.4           Registration Under Securities Act of 1933, as
amended. The Company agrees that the Shares or, if the Shares are convertible
into common stock of the Company, such common stock, 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 (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 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 MARCH 28, 2005.


 


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 (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
if the transfer is to an affiliate of Holder or 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 5.4. 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); provided, however, that Holder may transfer all
or part of this warrant to its affiliates, including, without limitation,
Comerica Incorporated, at any time without notice to the Company, and such
affiliate shall then be entitled to all the rights of Holder under this warrant
and any related agreements, and the Company shall cooperate fully in ensuring
that any stock issued upon exercise of this warrant is issued in the name of the
affiliate that exercises the warrant. 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. Notwithstanding any of
the foregoing, nothing in this Section 5.5 shall invalidate a transfer
from Holder to an affiliate as provided for in Section 5.4 of this
warrant.


 


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
securities purchased upon exercise hereof at the time the exercise price for
such securities 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:


 


Comerica
Bank


Attn:
Warrant Administrator


500
Woodward Avenue, 32nd Floor, MC 3379


Detroit,
MI 48226


 


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 Delaware,
without giving effect to its principles regarding conflicts of law.


 


	
   

  	
  TANGOE,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Albert Subbloie

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Albert
  Subbloie

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMERICA
  BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James Demoy

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James
  Demoy

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  



 


 


Authorized signatories under Corporate Resolutions
to Borrow or an authorized signer(s) under a resolution covering warrants
must sign the warrant.


 

















 


APPENDIX 1


 


NOTICE OF EXERCISE


 


1.             The undersigned hereby elects to purchase                     shares
of the                                    stock
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 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:


 


Comerica
Bank


Attn:
Warrant Administrator


500
Woodward Avenue, 32nd Floor, MC 3379


Detroit,
MI 48226


 


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.


 


	
  COMEEICA
  BANK or Registered Assignee

  
	
   

  
	
   

  
	
   

  	
   

  
	
  (Signature)

  
	
   

  
	
   

  
	
   

  	
   

  
	
  (Date)

  



 

















 


EXHIBIT A


 


Registration Rights


 


The shares of common stock issuable upon conversion
of 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 Fourth Amended and Restated Investor Rights Agreement dated March      ,
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 Investors Rights Agreement, (ii) shall only be entitled to
the piggyback registration rights set forth in the Investors 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).