Exhibit 10.17


 


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:

  	
   

  	
  100,000

  
	
  Class of
  Stock:

  	
   

  	
  Common
  Stock

  
	
  Initial
  Exercise Price:

  	
   

  	
  $0.6374
  per share

  
	
  Issue
  Date:

  	
   

  	
  November 17,
  2005

  
	
  Expiration
  Date:

  	
   

  	
  November 17,
  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, ALBERT R.
SUBBLOIE, JR. 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 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.


 


1.6.1        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.


 


1.6.2        Nonassumption.  Upon the dosing of any Acquisition, if Holder
has not otherwise exercised this warrant in full, then this warrant is deemed
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, unless the
successor entity expressly elects to assume the obligations of the Company
under this warrant, in which case this warrant shall remain outstanding in
accordance with Section 1.6.2.


 


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 an 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           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 stockholders 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 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 his
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 he 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 “Act”).  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 his own and his 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 NOVEMBER 17, 2005.


 

















 


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 he 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:


 

















 


Albert
R. Subbloie, Jr.


10
Laurel Avenue


Milford,
Connecticut 06460


 


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.


 


[Signature page follows]


 

















 


	
   

  	
  TANGOE,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gary R. Martino

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Gary
  R. Martino

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Albert R. Subbloie, Jr.

  
	
   

  	
  ALBERT R. SUBBLOIE, JR.

  



 


[Signature
page to 11/17/2005 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:


 


Albert
R. Subbloie, Jr. 


10
Laurel Avenue 


Milford,
Connecticut 06460


 


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.


 


	
  ALBERT R. SUBBLOIE, JR.

  
	
  or Registered Assignee

  
	
   

  
	
   

  
	
   

  	
   

  
	
  (Signature)

  
	
   

  
	
   

  
	
   

  	
   

  
	
  (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
Fourth Amended and Restated Investor Rights Agreement dated March 28,
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).