Exhibit 10.12


 


TANGOE, INC.


 


EIGHTH AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT


 


This
Eighth Amended and Restated Investor Rights Agreement (the “Agreement”),
dated as of July 28, 2008, is entered into by and among Tangoe, Inc.,
a Delaware corporation (the “Company”), and the individuals and entities
listed on Exhibit A attached hereto (the “Purchasers”).  This Agreement amends and restates that
certain Seventh Amended and Restated Investor Rights Agreement dated as of March 9,
2007 among the Company and the investors listed on Exhibit A
thereto.


 


WHEREAS, the Company and certain purchasers listed therein
have entered into a Series F Convertible Preferred Stock Purchase
Agreement of even date herewith (the “Purchase Agreement”); and


 


WHEREAS, the Company and the Purchasers desire to provide
for certain arrangements with respect to (i) the registration of shares of
capital stock of the Company under the Securities Act (as defined below), (ii) certain
Purchasers’ right of first refusal with respect to certain issuances of
securities of the Company, and (iii) certain covenants of the Company;


 


WHEREAS, the Company and certain of the Purchasers are
parties to the Seventh Amended and Restated Investors’ Right Agreement dated as
of March 9, 2007 (the “Prior Agreement”);


 


WHEREAS, the Prior Agreement may be amended with the written
consent of the Company and Purchasers, including Edison Venture Fund IV, L.P.
and Edison Venture Fund IV SBIC, L.P (together, “Edison”).  North Atlantic Venture Fund III, L.P. and
North Atlantic SBIC IV, L.P. (together “North Atlantic”).  Sevin Rosen Fund VI L.P., Sevin Rosen Fund VI
Affiliates L.P., Sevin Rosen Bayless Management Company L.P., Sevin Rosen Fund
VIII L.P. and Sevin Rosen Fund VIII Affiliates L.P. (together, “Sevin Rosen”),
holding Shares representing at least 67% of the voting power of all Shares held
by Purchasers; provided that any amendment, termination or waiver of the terms
of Section 3 (or a defined term used therein) shall instead require the
written consent of the Company and Qualified Purchasers, including Edison,
North Atlantic and Sevin Rosen, holding shares representing at least 67% of the
voting power of all Shares then held by Qualified Purchasers;


 


WHEREAS, the undersigned Purchasers represent at least 67%
of the voting power of all Shares held by Purchasers and the Qualified
Purchasers, including Edison, North Atlantic and Sevin Rosen;


 


NOW,
THEREFORE, in consideration of the mutual promises and
covenants contained in this Agreement, the parties hereto agree as follows:


 


1.                                      Certain
Definitions.


 


As
used in this Agreement, the following terms shall have the following respective
meanings:


 

















 


“Available
Undersubscription Amount” means the difference between the total of all of
the Basic Amounts available for purchase by Qualified Purchasers pursuant to Section 3.1
and the Basic Amounts subscribed for pursuant to Section 3.1.


 


“Basic
Amount” means, with respect to a Qualified Purchaser, its pro rata portion
of the Offered Securities determined by multiplying the number of Offered
Securities by a fraction, the numerator of which is the aggregate number of
shares of Common Stock then held by such Qualified Purchaser (giving effect to
the conversion into or exercise or exchange for Common Stock of all Shares and
Warrants then held by such Qualified Purchaser) and the denominator of which is
the total number of shares of Common Stock then held by all of the Qualified
Purchasers (giving effect to the conversion into Common Stock of all Shares and
Warrants then held by all of the Qualified Purchasers).


 


“Commission”
means the Securities and Exchange Commission, or any other federal agency at
the time administering the Securities Act.


 


“Common
Stock” means the common stock, par value $.0001 per share, of the Company.


 


“Company”
has the meaning ascribed to it in the introductory paragraph hereto.


 


“Company
Sale” means: (a) a merger or consolidation in which (i) the
Company is a constituent party, or (ii) a Company Subsidiary is a
constituent party and the Company issues shares of its capital stock pursuant
to such merger or consolidation, except any such merger or consolidation
involving the Company or a Company Subsidiary in which the holders of capital
stock of the Company immediately prior to such merger or consolidation continue
to hold immediately following such merger or consolidation more than 50% by
voting power of the capital stock of or ownership interest in (A) the
surviving or resulting entity or (B) if the surviving or resulting entity
is a wholly owned subsidiary of another entity immediately following such
merger or consolidation, the parent entity of such surviving or resulting
entity; or (b) the sale, in a single transaction or series of related
transactions, (i) by the Company of all or substantially all the assets of
the Company (except where such sale is to a wholly owned subsidiary of the
Company) or (ii) by the stockholders of the Company of more than 50% by
voting power of the then-outstanding capital stock of the Company.


 


“Company
Subsidiary” means any corporation, partnership, trust, limited liability
company or other non-corporate business enterprise in which the Company (or
another Company Subsidiary) holds stock or other ownership interests
representing (a) more that 50% of the voting power of all outstanding
stock or ownership interests of such entity or (b) the right to receive
more than 50% of the net assets of such entity available for distribution to
the holders of outstanding stock or ownership interests upon a liquidation or
dissolution of such entity.


 


“Confidential
Information” means any information that is labeled as confidential,
proprietary or secret which a Purchaser obtains from the Company pursuant to
financial statements, reports and other materials provided by the Company to
such Purchaser pursuant to this Agreement or pursuant to visitation or
inspection rights granted hereunder.


 

















 


“Edison”
means Edison Venture Fund IV, L.P. and Edison Venture Fund IV SBIC, L.P.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any
successor federal statute, and the rules and regulations of the Commission
issued under such act, as they each may, from time to time, be in effect.


 


“Founder”
means each of (i) Gary Martino, (ii) Albert Subbloie and (iii) Charles
Gamble (together, the “Founders”).


 


“Indemnified
Party” means a party entitled to indemnification pursuant to Section 2.5.


 


“Indemnifying
Party” means a party obligated to provide indemnification pursuant to Section 2.5.


 


“Independent
Director” means any member of the Board of Directors of the Company who is
not an employee of the Company or an employee, partner or member of any holder
of Shares or of shares of the Common Stock of the Company.


 


“Initial
Public Offering” means the initial underwritten public offering of shares
of Common Stock pursuant to an effective Registration Statement.


 


“Initiating
Holders” means the Purchasers initiating a request for registration
pursuant to Section 2.1(a) or 2.1(b), as the case may be.


 


“IGC”
means Investor Growth Capital Limited and Investor Group, L.P., together with
their Affiliates.


 


“Merger
Agreement” means that certain Agreement and Plan of Merger dated as of March 1,
2007 by and among Traq Wireless, Inc., Orange Acquisition Corp. and the
Company.


 


“North
Atlantic” means North Atlantic Venture Fund III, L.P. and North Atlantic
SBIC IV, L.P., together with their Affiliates.


 


“Notice
of Acceptance” means a written notice from a Purchaser to the Company
containing the information specified in Section 3.1(b).


 


“Offer”
means a written notice of any proposed or intended issuance, sale or exchange
of Offered Securities containing the information specified in Section 3.1(a).


 


“Offered
Securities” means (i) any shares of its Common Stock, (ii) any
other equity securities of the Company, including, without limitation, shares
of preferred stock, (iii) any option, warrant or other right to subscribe
for, purchase or otherwise acquire any equity securities of the Company, or (iv) any
debt securities convertible into capital stock of the Company.


 

















 


“Other
Holders” means holders of securities of the Company (other than Purchasers)
who are entitled, by contract with the Company, to have securities included in
a Registration Statement.


 


“Prior
Agreement” has the meaning ascribed to it in the recitals hereto.


 


“Prospectus”
means the prospectus included in any Registration Statement, as amended or
supplemented by an amendment or prospectus supplement, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.


 


“Purchaser”
has the meaning ascribed to it in the introductory paragraph hereto.


 


“Qualified
Purchaser” means a Purchaser that is an “accredited investor” within the
meaning of Rule 501(a) under the Securities Act.


 


“Refused
Securities” means those Offered Securities as to which a Notice of
Acceptance has not been given by the Qualified Purchasers pursuant to Section 3.1.


 


“Registrable
Shares” means (a) the shares of Common Stock issued or issuable upon
conversion of the Shares, (b) any other shares of Common Stock owned by
the Purchasers or its transferees, (c) any shares of Common Stock issued
or issuable upon the exercise of the Warrants and (d) any other shares of
Common Stock issued in respect of such shares (because of stock splits, stock
dividends, reclassifications, recapitalizations or similar events); provided,
however, that shares of Common Stock which are Registrable Shares shall
cease to be Registrable Shares upon any sale pursuant to a Registration
Statement or Rule 144 under the Securities Act.  Wherever reference is made in this Agreement
to a request or consent of holders of a certain percentage of Registrable
Shares, the determination of such percentage shall be calculated as if all
Shares and Warrants held by such holders have been fully converted, exercised
or exchanged for Registrable Shares.


 


“Registration
Statement” means a registration statement filed by the Company with the
Commission for a public offering and sale of securities of the Company (other
than a registration statement on Form S-8 or Form S-4, or their
successors, or any other form for a similar limited purpose, or any
registration statement covering only securities proposed to be issued in
exchange for securities or assets of another corporation).


 


“Registration
Expenses” means all expenses incurred by the Company in complying with the
provisions of Section 2, including, without limitation, all registration
and filing fees, exchange listing fees, printing expenses, fees and expenses of
counsel for the Company and the fees and expenses of one counsel selected by
the Selling Stockholders to represent the Selling Stockholders, state Blue Sky
fees and expenses, and the expense of any special audits incident to or
required by any such registration, but excluding underwriting discounts,
selling commissions and the fees and expenses of Selling Stockholders’ own
counsel (other than the counsel selected to represent all Selling
Stockholders).


 


“Restated
Certificate” means the Company’s Amended and Restated Certificate of
Incorporation as of the date hereof, as such may be amended from time to time.


 

















 


“Securities
Act” means the Securities Act of 1933, as amended, or any successor federal
statute, and the rules and regulations of the Commission issued under the
Securities Act of 1933, as they each may, from time to time, be in effect.


 


“Selling
Stockholder” means any Purchaser owning Registrable Shares included in a
Registration Statement.


 


“Series 1
Preferred Stock” means shares of Series 1 Convertible Preferred Stock,
par value $.0001 per share, of the Company


 


“Series 1
Holders” means those stockholders who received Series 1 Preferred
Stock under the terms of the Merger Agreement.


 


“Series 2
Preferred Stock” means shares of Series 2 Convertible Preferred Stock,
par value $.0001 per share, of the Company


 


“Series 2
Holders” means those stockholders who received Series 2 Preferred
Stock under the terms of the Merger Agreement.


 


“Series A
Holders” means those stockholders who purchased Series A Preferred Stock
under the terms of those certain Series A Convertible Securities Purchase
Agreements dated December 6, 2000 and February 25, 2002,
respectively.


 


“Series A
Preferred Stock” means shares of Series A Convertible Preferred Stock,
par value $.0001 per share, of the Company.


 


“Series B
Holders” means those stockholders who purchased Series B Preferred
Stock under the terms of that certain Series B Convertible Stock Purchase
Agreement dated August 7, 2002.


 


“Series B
Preferred Stock” means shares of Series B Convertible Preferred Stock,
par value $.0001 per share, of the Company.


 


“Series C
Holders” means those stockholders who purchased Series C Preferred
Stock under the terms of that certain Series C Convertible Stock Purchase
Agreement dated February 6, 2004.


 


“Series C
Preferred Stock” means shares of Series C Convertible Preferred Stock,
par value $.0001 per share, of the Company.


 


“Series D
Holders” means those stockholders who purchased Series D Preferred
Stock under the terms of that certain Series D Convertible Stock Purchase
Agreement dated March 28, 2005.


 


“Series D
Preferred Stock” means shares of Series D Convertible Preferred Stock,
par value $.0001 per share, of the Company.


 

















 


“Series D1
Holders” means those stockholders who purchased Series D Preferred
Stock under the terms of that certain Series D Convertible Stock Purchase
Agreement dated December 29, 2005, which Series D Preferred Stock
were previously exchanged for Series D1 Preferred Stock.


 


“Series D1
Preferred Stock” means shares of Series D1 Convertible Preferred
Stock, par value $.0001 per share, of the Company.


 


“Series E
Holders” means those stockholders who purchased Series E Preferred
Stock under the terms of that certain Series E Convertible Preferred Stock
Purchase Agreement dated August 14, 2006.


 


“Series E
Preferred Stock” means shares of Series E Convertible Preferred Stock,
par value $.0001 per share, of the Company.


 


“Series F
Holders” means those stockholders who purchased Series F Preferred
Stock under the terms of the Purchase Agreement.


 


“Series F
Preferred Stock” means shares of Series F Convertible Preferred Stock,
par value $.0001 per share, of the Company.


 


“Sevin
Rosen” means, collectively, Sevin Rosen Fund VI L.P., Sevin Rosen Fund VI
Affiliates L.P., Sevin Rosen Bayless Management Company L.P., Sevin Rosen Fund
VIII L.P. and Sevin Rosen Fund VIII Affiliates L.P.


 


“Shares”
means the shares of the Company’s Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D1
Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series 1
Preferred Stock and Series 2 Preferred Stock.


 


“Undersubscription
Amount” means, with respect to a Qualified Purchaser, any additional
portion of the Offered Securities attributable to the Basic Amounts of other
Qualified Purchasers as such Qualified Purchaser indicates it will purchase or
acquire should the other Qualified Purchasers subscribe for less than their
Basic Amounts.


 


“Warrants”
means (i) those warrants to purchase Common Stock of the Company issued to
the Purchasers pursuant to the terms of the Series A Purchase Agreements
dated December 6, 2000 and February 25, 2002; (ii) that certain
warrant to purchase Series B Preferred Stock issued to Comerica Bank,
pursuant to the Loan and Security Agreement dated March 28, 2003, between
the Company and Comerica Bank; (iii) that certain warrant to purchase Series C
Preferred Stock issued to Comerica Bank, pursuant to the Third Amendment and
Waiver to Loan and Security Agreement dated March 30, 2004, between the
Company and Comerica Bank; (iv) that certain warrant to purchase Series D
Preferred Stock issued to Comerica Bank, pursuant to the Fourth Amendment and
Waiver to Loan and Security Agreement dated March 28, 2005, between the
Company and Comerica Bank; (v) that certain warrant to purchase Common
Stock of the Company issued to the Bank of Southern Connecticut on November 17,
2005, in connection with the Loan Agreement of the same date; (vi) that
certain warrant to purchase Common Stock of the Company to be issued to Albert
Subbloie, Jr., and dated as of November 


 

















 


17, 2005; (vii) those warrants to
purchase Common Stock of the Company issued to the Investors party to the
Securities Purchase Agreement dated May 23, 2006; (viii) that certain
warrant to purchase Series 1 Preferred Stock of the Company held by
Comerica Incorporated and assumed by the Company pursuant to the Merger
Agreement; (ix) that certain warrant to purchase Series 2 Preferred
Stock of the Company held by Venture Lending & Leasing IV, Inc.
and assumed by the Company pursuant to the Merger Agreement; (x) that
certain warrant to purchase Series 2 Preferred Stock of the Company held
by Venture Lending & Leasing IV, Inc. and assumed by the Company
pursuant to the Merger Agreement; (xi) that certain warrant to purchase
Series E Preferred Stock issued to Orix Venture Finance LLC on
March 9, 2008, in connection with the Loan and Security Agreement of the
same date; (xii) that certain warrant to purchase Common Stock issued to
Clifton Myers Enterprises, Inc. on March 12,2008; and
(viii) that certain warrant to purchase Series F Preferred Stock
issued to Orix Venture Finance LLC on July 25, 2008, in connection with
the Limited Consent and First Amendment to Loan Agreement of the same date.


 


2.                                      Registration
Rights.


 


2.1                               Required
Registrations.


 


(a)                                 At any time
after six months after the closing of the Initial Public Offering, (i) Edison
may request, in writing, that the Company effect the registration on Form S-l
or Form S-2 (or any successor form) covering at least 20% of the
Registrable Shares owned by Edison, or any lesser percentage if the aggregate
value of the offering is at least $5,000,000 (based on the market price or fair
value on the date of such request), (ii) North Atlantic may request, in
writing, that the Company effect the registration on Form S-1 or Form S-2
(or any successor form) covering at least 20% of the Registrable Shares owned
by North Atlantic, or any lesser percentage if the aggregate value of the offering
is at least $5,000,000 (based on the market price or fair value on the date of
such request), (iii) Sevin Rosen may request, in writing, that the Company
effect the registration on Form S-1 or Form S-2 (or any successor
form) covering at least 20% of the Registrable Shares owned by Sevin Rosen, or
any lesser percentage if the aggregate value of the offering is at least
$5,000,000 (based on the market price or fair value on the date of such
request) and (iv) IGC may request, in writing, that the Company effect the
registration on Form S-1 or Form S-2 (or any successor form) covering
at least 20% of the Registrable Shares owned by IGC, or any lesser percentage
if the aggregate value of the offering is at least $5,000,000 (based on the
market price or fair value on the date of such request).


 


(b)                                 At any time
after the Company becomes eligible to file a Registration Statement on Form S-3
(or any successor form relating to secondary offerings), a Purchaser or
Purchasers holding Registrable Shares may request, in writing, that the Company
effect the registration on Form S-3 (or such successor form), of
Registrable Shares having an aggregate value of at least $1,000,000 (based on
the public market price on the date of such request).


 


(c)                                  Upon receipt of
any request for registration pursuant to this Section 2, the Company shall
promptly give written notice of such proposed registration to all other
Purchasers.  Such Purchasers shall have
the right, by giving written notice to the Company within 30 days after the
Company provides its notice, to elect to have included in such registration
those Registrable Shares as such Purchasers may request in such notice of
election, 


 

















 


subject in the case of an underwritten
offering to the terms of Section 2.1(d). 
Thereupon, the Company shall, as expeditiously as possible, use its best
efforts to effect the registration on an appropriate registration form of all
Registrable Shares which the Company has been requested to so register; provided, however,
that in the case of a registration requested under Section 2.1(b), the
Company will only be obligated to effect such registration on Form S-3 (or
any successor form).


 


(d)                                 If the
Initiating Holders intend to distribute the Registrable Shares covered by their
request by means of an underwriting, they shall so advise the Company as a part
of their request made pursuant to Section 2.1(a) or (b), as the case
may be, and the Company shall include such information in its written notice
referred to in Section 2.1(c).  In
such event, (i) the right of any other Purchaser to include its
Registrable Shares in such registration pursuant to Section 2.1(a) or
(b), as the case may be, shall be conditioned upon such other Purchaser’s
participation in such underwriting on the terms set forth herein, and (ii) all
Purchasers including Registrable Shares in such registration shall enter into
an underwriting agreement upon customary terms with the underwriter or
underwriters managing the offering; provided that such underwriting agreement
shall not provide for indemnification or contribution obligations on the part
of the Purchasers materially greater than the obligations of the Purchasers
pursuant to Section 2.5.  The
Initiating Holders shall have the right to select the managing underwriter(s) for
any underwritten offering requested pursuant to Section 2.1(a) or
(b), subject to the approval of the Company, which approval will not be
unreasonably withheld, conditioned or delayed. 
If any Purchaser who has requested inclusion of its Registrable Shares
in such registration as provided above disapproves of the terms of the
underwriting, such person may elect, by written notice to the Company, to
withdraw its Registrable Shares from such Registration Statement and
underwriting.  If the managing
underwriter advises the Company in writing that marketing factors require a
limitation on the number of shares to be underwritten, the number of
Registrable Shares to be included in the Registration Statement and
underwriting shall be allocated among all Purchasers requesting registration in
proportion, as nearly as practicable, to the respective number of Registrable
Shares held by them on the date of the request for registration made by the
Initiating Holders pursuant to Section 2.1(a) or (b), as the case may
be.  If any Purchaser would thus be
entitled to include more Registrable Shares than such Purchaser requested to be
registered, the excess shall be allocated among other requesting Purchasers pro
rata in the manner described in the preceding sentence.


 


(e)                                  The Company
shall not be required to effect more than one registration pursuant to each of
subsections 2.1(a)(i), (ii), (iii) and (iv).  In addition, the Company shall not be
required to effect any registration within six months after the effective date
of the Registration Statement relating to the Initial Public Offering.  For purposes of this Section 2.1(e), a
Registration Statement shall not be counted until such time as such
Registration Statement has been declared effective by the Commission (unless
the Initiating Holders withdraw their request for such registration (other than
as a result of information concerning the business or financial condition of
the Company which is made known to the Purchasers after the date on which such
registration was requested) and elect not to pay the Registration Expenses
therefor pursuant to Section 2.4). 
For purposes of this Section 2.1(e), a Registration Statement shall
not be counted if, as a result of an exercise of the underwriter’s cut-back
provisions, less than 50% of the total number of Registrable Shares that
Edison, North Atlantic, Sevin Rosen, IGC or Purchasers, as the case may be,
have requested to be included in such Registration Statement are so included.


 

















 


(f)                                   If at the time
of any request to register Registrable Shares by Initiating Holders pursuant to
this Section 2.1, the Company is engaged or has plans to engage in a
registered public offering or is engaged in any other activity which, in the
good faith determination of the Company’s Board of Directors, would be
adversely affected by the requested registration, then the Company may at its
option direct that such request be delayed for a period not in excess of 120
days from the date of such request, such right to delay a request to be
exercised by the Company not more than once in any 12-month period.


 


2.2                               Incidental
Registration.


 


(a)                                 Whenever the
Company proposes to file a Registration Statement (other than a Registration
Statement filed pursuant to Section 2.1) at any time and from time to
time, it will, prior to such filing, give written notice to all Purchasers of
its intention to do so.  Upon the written
request of a Purchaser or Purchasers given within 20 days after the Company
provides such notice (which request shall state the intended method of disposition
of such Registrable Shares), the Company shall use its best efforts to cause
all Registrable Shares which the Company has been requested by such Purchaser
or Purchasers to register to be registered under the Securities Act to the
extent necessary to permit their sale or other disposition in accordance with
the intended methods of distribution specified in the request of such Purchaser
or Purchasers; provided that the Company shall have the right to postpone or
withdraw any registration effected pursuant to this Section 2.2 without
obligation to any Purchaser.


 


(b)                                 If the
registration for which the Company gives notice pursuant to Section 2.2(a) is
a registered public offering involving an underwriting, the Company shall so
advise the Purchasers as a part of the written notice given pursuant to Section 2.2(a).  In such event, (i) the right of any
Purchaser to include its Registrable Shares in such registration pursuant to
this Section 2.2 shall be conditioned upon such Purchaser’s participation
in such underwriting on the terms set forth herein and (ii) all Purchasers
including Registrable Shares in such registration shall enter into an
underwriting agreement upon customary terms with the underwriter or
underwriters selected for the underwriting by the Company; provided, however, that such
underwriting agreement shall not provide for indemnification or contribution
obligations on the part of Purchasers materially greater than the obligations
of the Purchasers pursuant to Section 2.5. 
If any Purchaser who has requested inclusion of its Registrable Shares
in such registration as provided above disapproves of the terms of the
underwriting, such person may elect, by written notice to the Company, to
withdraw its shares from such Registration Statement and underwriting.  If the managing underwriter advises the
Company in writing that marketing factors require a limitation on the number of
shares to be underwritten, the shares held by holders other than Purchasers and
Other Holders shall be excluded from such Registration Statement and
underwriting to the extent deemed advisable by the managing underwriter, and,
if a further reduction of the number of shares is required, the number of
shares that may be included in such Registration Statement and underwriting shall
be allocated among all Purchasers and Other Holders requesting registration in
proportion, as nearly as practicable, to the respective number of shares of
Common Stock (on an as-converted basis) held by them on the date the Company
gives the notice specified in Section 2.2(a); provided, further,
that, unless such registration is in connection with the Company’s Initial
Public Offering, the number of Registrable Shares permitted to be included
therein shall in any event be at least 50% of the securities included therein
(based on aggregate market values).  If
any Purchaser or Other Holder 


 

















 


would thus be entitled to include more shares
than such holder requested to be registered, the excess shall be allocated
among other requesting Purchasers and Other Holders pro rata in the manner
described in the preceding sentence.


 


2.3                               Registration
Procedures.


 


(a)                                 If and whenever
the Company is required by the provisions of this Agreement to use its best
efforts to effect the registration of any Registrable Shares under the
Securities Act, the Company shall:


 


(i)                                     file with the
Commission a Registration Statement with respect to such Registrable Shares and
use its best efforts to cause that Registration Statement to become effective
as soon as possible;


 


(ii)                                  as expeditiously
as possible, prepare and file with the Commission any amendments and
supplements to the Registration Statement and the prospectus included in the
Registration Statement as may be necessary to comply with the provisions of the
Securities Act (including the anti-fraud provisions thereof) and to keep the
Registration Statement effective for 6 months from the effective date or such
lesser period until all such Registrable Shares are sold;


 


(iii)                               as
expeditiously as possible, furnish to each Selling Stockholder such reasonable
numbers of copies of the Prospectus, including any preliminary Prospectus, in
conformity with the requirements of the Securities Act, and such other
documents as such Selling Stockholder may reasonably request in order to
facilitate the public sale or other disposition of the Registrable Shares owned
by such Selling Stockholder;


 


(iv)                              as
expeditiously as possible, use its best efforts to register or qualify the
Registrable Shares covered by the Registration Statement under the securities
or Blue Sky laws of such states as the Selling Stockholders shall reasonably
request, and do any and all other acts and things that may be necessary or
desirable to enable the Selling Stockholders to consummate the public sale or
other disposition in such states of the Registrable Shares owned by the Selling
Stockholders; provided, however, that the Company shall not be required in connection with
this paragraph (iv) to qualify as a foreign corporation or execute a
general consent to service of process in any jurisdiction;


 


(v)                                 as
expeditiously as possible, cause all such Registrable Shares to be listed on
each securities exchange or automated quotation system on which similar
securities issued by the Company are then listed;


 


(vi)                              promptly
provide a transfer agent and registrar for all such Registrable Shares not
later than the effective date of such registration statement;


 


(vii)                           promptly make
available for inspection by the Selling Stockholders, any managing underwriter
participating in any disposition pursuant to such Registration Statement, and
any attorney or accountant or other agent retained by any such underwriter or
selected by the Selling Stockholders, all financial and other records,
pertinent corporate documents and properties of the Company and cause the
Company’s officers, 


 














 


directors, employees and independent
accountants to supply all information reasonably requested by any such seller,
underwriter, attorney, accountant or agent in connection with such Registration
Statement;


 


(viii)                        as
expeditiously as possible, notify each Selling Stockholder, promptly after it
shall receive notice thereof, of the time when such Registration Statement has
become effective or a supplement to any Prospectus forming a part of such
Registration Statement has been filed; and


 


(ix)                                as expeditiously
as possible following the effectiveness of such Registration Statement, notify
each seller of such Registrable Shares of any request by the Commission for the
amending or supplementing of such Registration Statement or Prospectus.


 


(b)                                 If the Company
has delivered a Prospectus to the Selling Stockholders and after having done so
the Prospectus is amended to comply with the requirements of the Securities
Act, the Company shall promptly notify the Selling Stockholders and, if
requested, the Selling Stockholders shall immediately cease making offers of
Registrable Shares and return all Prospectuses to the Company.  The Company shall promptly provide the
Selling Stockholders with revised Prospectuses and, following receipt of the
revised Prospectuses, the Selling Stockholders shall be free to resume making
offers of the Registrable Shares.


 


(c)                                  In the event
that, in the judgment of the Company, it is advisable to suspend use of a
Prospectus included in a Registration Statement due to pending material
developments or other events that have not yet been publicly disclosed and as
to which the Company believes public disclosure would be detrimental to the
Company, the Company shall notify all Selling Stockholders to such effect, and,
upon receipt of such notice, each such Selling Stockholder shall immediately
discontinue any sales of Registrable Shares pursuant to such Registration
Statement until such Selling Stockholder has received copies of a supplemented
or amended Prospectus or until such Selling Stockholder is advised in writing
by the Company that the then current Prospectus may be used and has received
copies of any additional or supplemental filings that are incorporated or
deemed incorporated by reference in such Prospectus.  Notwithstanding anything to the contrary
herein, the Company shall not exercise its rights under this Section 2.3(c) to
suspend sales of Registrable Shares for a period in excess of 30 days
consecutively or 60 days in any 12-month period.


 


2.4                                 Allocation of
Expenses.  The Company
will pay all Registration Expenses for all registrations under this Agreement; provided,
however, that if a registration under Section 2.1 is withdrawn at the
request of the Initiating Holders (other than as a result of information
concerning the business or financial condition of the Company which is made
known to the Selling Stockholders after the date on which such registration was
requested) and if the Initiating Holders elect not to have such registration
counted as a registration requested under Section 2.1, the Selling
Stockholders shall pay the Registration Expenses of such registration pro rata
in accordance with the number of their Registrable Shares included in such
registration.


 

















 


2.5                                 Indemnification and
Contribution.


 


(a)                                  In the event of
any registration of any of the Registrable Shares under the Securities Act
pursuant to this Agreement, the Company will indemnify and hold harmless each
Selling Stockholder, each underwriter of such Registrable Shares, and each
other person, if any, who controls such Selling Stockholder or underwriter
within the meaning of the Securities Act or the Exchange Act against any
losses, claims, damages or liabilities, joint or several, to which such Selling
Stockholder, underwriter or controlling person may become subject under the
Securities Act, the Exchange Act, state securities or blue sky laws or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in any
Registration Statement under which such Registrable Shares were registered
under the Securities Act, any preliminary prospectus or final prospectus
contained in the Registration Statement, or any amendment or supplement to such
Registration Statement, (ii) the omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any state securities law or
any rule or regulation promulgated under the Securities Act, the Exchange
Act or any state securities law in connection with the Registration Statement
or the offering contemplated thereby; and the Company will reimburse such
Selling Stockholder, underwriter and each such controlling person for any legal
or any other expenses reasonably incurred by such Selling Stockholder,
underwriter or controlling person in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that the
Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any untrue statement
or omission made in such Registration Statement, preliminary prospectus or
prospectus, or any such amendment or supplement, in reliance upon and in
conformity with information furnished to the Company, in writing, by or on
behalf of such Selling Stockholder, underwriter or controlling person
specifically for use in the preparation thereof.


 


(b)                                 In the event of
any registration of any of the Registrable Shares under the Securities Act
pursuant to this Agreement, each Selling Stockholder, severally and not
jointly, will indemnify and hold harmless the Company, each of its directors,
officers, employees and agents and each underwriter (if any) and each person,
if any, who controls the Company or any such underwriter within the meaning of
the Securities Act or the Exchange Act, against any losses, claims, damages or
liabilities, joint or several, to which the Company, such directors, officers,
employees and agents, underwriter or controlling person may become subject
under the Securities Act, Exchange Act, state securities or blue sky laws or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement under which such Registrable Shares were registered
under the Securities Act, any preliminary prospectus or final prospectus
contained in the Registration Statement, or any amendment or supplement to the
Registration Statement, or (ii) any omission or alleged omission to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading, if and to the extent (and only to the
extent) that the statement or omission was made in reliance upon and in
conformity with information relating to such Selling Stockholder furnished in
writing to the Company by such Selling Stockholder specifically for use in
connection with the preparation of such Registration Statement, prospectus,
amendment or 


 

















 


supplement; provided, however, that the obligations of a Selling
Stockholder hereunder shall be limited to an amount equal to the net proceeds
to such Selling Stockholder of Registrable Shares sold in connection with such
registration.


 


(c)                                  Each
Indemnified Party shall give notice to the Indemnifying Party promptly after
such Indemnified Party has actual knowledge of any claim as to which indemnity
may be sought, and shall permit the Indemnifying Party to assume the defense of
any such claim or any litigation resulting therefrom; provided, however, that counsel
for the Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be approved by the Indemnified Party (whose approval shall
not be unreasonably withheld, conditioned or delayed); and, provided, further,
that the failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations under this Section 2.5
except to the extent that the Indemnifying Party is adversely affected by such
failure.  The Indemnified Party may
participate in such defense at such party’s expense; provided, however, that the
Indemnifying Party shall pay such expense if the Indemnified Party reasonably
concludes that representation of such Indemnified Party by the counsel retained
by the Indemnifying Party would be inappropriate due to actual or potential
differing interests between the Indemnified Party and any other party
represented by such counsel in such proceeding; provided  further
that in no event shall the Indemnifying Party be required to pay the expenses
of more than one law firm per jurisdiction as counsel for the Indemnified
Party.  The Indemnifying Party also shall
be responsible for the expenses of such defense if the Indemnifying Party does
not elect to assume such defense.  No
Indemnifying Party, in the defense of any such claim or litigation shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect of such claim or
litigation, and no Indemnified Party shall consent to entry of any judgment or
settle such claim or litigation without the prior written consent of the
Indemnifying Party, which consent shall not be unreasonably withheld,
conditioned or delayed.


 


(d)                                 In order to
provide for just and equitable contribution in circumstances in which the
indemnification provided for in this Section 2.5 is due in accordance with
its terms but for any reason is held to be unavailable to an Indemnified Party
in respect to any losses, claims, damages and liabilities referred to herein,
then the Indemnifying Party shall, in lieu of indemnifying such Indemnified
Party, contribute to the amount paid or payable by such Indemnified Party as a
result of such losses, claims, damages or liabilities to which such party may
be subject in such proportion as is appropriate to reflect the relative fault
of the Company on the one hand and the Selling Stockholders on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations.  The relative fault of the
Company and the Selling Stockholders shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of material fact
related to information supplied by the Company or the Selling Stockholders and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.  The Company and the Selling Stockholders
agree that it would not be just and equitable if contribution pursuant to this Section 2.5(d) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above.  Notwithstanding the provisions of this Section 2.5(d),
(i) in no case shall any one Selling Stockholder be liable or 


 

















 


responsible for any amount in excess of the
net proceeds received by such Selling Stockholder from the offering of
Registrable Shares and (ii) the Company shall be liable and responsible
for any amount in excess of such proceeds; provided, however, that no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. 
Any party entitled to contribution will, promptly after receipt of
notice of commencement of any action, suit or proceeding against such party in
respect of which a claim for contribution may be made against another party or
parties under this Section 2.5(d), notify such party or parties from whom
contribution may be sought, but the omission so to notify such party or parties
from whom contribution may be sought shall not relieve such party from any
other obligation it or they may have thereunder or otherwise under this Section 2.5(d).  No party shall be liable for contribution
with respect to any action, suit, proceeding or claim settled without its prior
written consent, which consent shall not be unreasonably withheld, conditioned
or delayed.


 


(e)                                  The rights and
obligations of the Company and the Selling Stockholders under this Section 2.5
shall survive the termination of this Agreement.


 


2.6                                 Other Matters
with Respect to Underwritten Offerings.  In the event that Registrable Shares are sold
pursuant to a Registration Statement in an underwritten offering pursuant to Section 2.1,
the Company agrees to (a) enter into an underwriting agreement containing
customary representations and warranties with respect to the business and
operations of the Company and customary covenants and agreements to be
performed by the Company, including without limitation customary provisions
with respect to indemnification by the Company of the underwriters of such
offering; (b) use its best efforts to cause its legal counsel to render
customary opinions to the underwriters and the Selling Stockholders with
respect to the Registration Statement; and (c) use its best efforts to
cause its independent public accounting firm to issue customary “cold comfort
letters” to the underwriters and the Selling Stockholders with respect to the
Registration Statement.


 


2.7                                 Information by
Holder.  Each holder of Registrable
Shares included in any registration shall furnish to the Company such
information regarding such holder and the distribution proposed by such holder
as the Company may reasonably request in writing and as shall be required in
connection with any registration, qualification or compliance referred to in
this Agreement.


 


2.8                                 “Lock-Up”
Agreement; Confidentiality of Notices.


 


(a)                                  Each Purchaser,
if requested by the Company and the managing underwriter of the Initial Public
Offering, shall not sell or otherwise transfer or dispose of any Registrable
Shares or other securities of the Company (excluding securities acquired in the
Initial Public Offering or in the public market after such offering) held by
such Purchaser for a period of 180 days following the effective date of the
Registration Statement for the Initial Public Offering (subject to extension
for a period of up to 17 days if requested by the Company and its underwriters
to accommodate customary regulatory restrictions); provided, however, that all
stockholders of the Company then holding at least 1% of the outstanding Common
Stock (on an as-converted basis) and all officers and directors of the Company
enter into similar agreements.


 

















 


(b)                                 The Company may
impose stop-transfer instructions with respect to the Registrable Shares or
other securities subject to the foregoing restriction until the end of such
180-day period.


 


(c)                                  As a condition
to the obligation of the Purchasers under this Section 2.8, the Company
agrees to use its reasonable best efforts to ensure that the “lock-up”
obligation of the Purchasers under this Section 2.8, and any agreement
entered into by the Purchasers as a result of their obligations under this Section 2.8,
shall (i) allow for periodic early releases of portions of the securities
subject to such “lock-up” obligations, which may be conditioned upon the
trading price of the Company’s Common Stock and (ii) provide that all
Purchasers will participate on a pro-rata basis in any early release of any
stockholder.


 


(d)                                 Any Purchaser
receiving any written notice from the Company regarding the Company’s plans to
file a Registration Statement shall treat such notice confidentially and shall
not disclose such information to any person other than as necessary to exercise
its rights under this Agreement.


 


2.9                                 Limitations on
Subsequent Registration Rights.  The Company shall not, without the prior
written consent of Purchasers holding at least 67% of the Registrable Shares
then held by all Purchasers, including the written consent of Edison, North
Atlantic, Sevin Rosen and IGC, enter into any agreement (other than this
Agreement) with any holder or prospective holder of any securities of the Company
which grant such holder or prospective holder rights to include securities of
the Company in any Registration Statement, unless (a) such rights to
include securities in a registration initiated by the Company or by Purchasers
are not more favorable than the rights granted to Other Holders under Section 2.2,
and (b) no rights are granted to initiate a registration, other than
registration pursuant to a registration statement on Form S-3 (or its
successor) in which Purchasers are entitled to include Registrable Shares on a
pro rata basis with such holders based on the number of shares of Common Stock
(on an as-converted basis) owned by Purchasers and such holders, provided that
the Company may grant to a purchaser of at least 5,000,000 shares of convertible
preferred stock (on an as-converted to Common Stock basis) (subject to
appropriate adjustment for stock splits, stock dividends, recapitalizations and
similar events occurring after the date of the filing of the Restated
Certificate) demand registration rights on terms equivalent to those granted to
Edison, North Atlantic, Sevin Rosen and IGC with the written consent of a
majority of the Registrable Shares then held by all Purchasers.


 


2.10                           Rule 144
Requirements.  After the
earliest of (i) the closing of the sale of securities of the Company
pursuant to a Registration Statement, (ii) the registration by the Company
of a class of securities under Section 12 of the Exchange Act, or (iii) the
issuance by the Company of an offering circular pursuant to Regulation A under
the Securities Act, the Company agrees to:


 


(a)                                  make and keep
current public information about the Company available, as those terms are
understood and defined in Rule 144;


 


(b)                                 use its best
efforts to file with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act
(at any time after it has become subject to such reporting requirements); and


 

















 


(c)                                  furnish to any
holder of Registrable Shares upon request (i) a written statement by the
Company as to its compliance with the reporting requirements of Rule 144
and of the Securities Act and the Exchange Act (at any time after it has become
subject to such reporting requirements), (ii) a copy of the most recent
annual or quarterly report of the Company, and (iii) such other reports
and documents of the Company as such holder may reasonably request to avail
itself by virtue of any similar rule or regulation of the Commission
allowing that holder to sell any such securities without registration.


 


2.11                           Termination, All of the
Company’s obligations to register Registrable Shares under Sections 2.1 and 2.2
shall terminate upon the earlier of (i) two years after the closing of the
Initial Public Offering or (ii) the date on which no Purchaser holds any
Registrable Shares.


 


3.                                       Pre-Emptive
Right.


 


3.1                                 Rights of
Purchasers to Acquire Offered Securities.


 


(a)                                  The Company
shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve
or set aside for issuance, sale or exchange, any Offered Securities, unless in
each such case the Company shall have first complied with this Section 3.1.  The Company shall deliver to each Qualified
Purchaser an Offer, which shall (i) identify and describe the Offered
Securities, (ii) describe the price and other terms upon which they are to
be issued, sold or exchanged, and the number or amount of the Offered
Securities to be issued, sold or exchanged, (iii) identify the persons or
entities (if known) to which or with which the Offered Securities are to be
offered, issued, sold or exchanged, and (iv) offer to issue and sell to or
exchange with such Purchaser that is a Qualified Purchaser (A) such
Qualified Purchaser’s Basic Amount and (B) such Qualified Purchaser’s
Under subscription Amount.


 


(b)                                 To accept an
Offer, in whole or in part, a Qualified Purchaser must deliver to the Company,
on or prior to the date 30 days after the date of delivery of the Offer, a
Notice of Acceptance providing a representation letter certifying that such Qualified
Purchaser is an accredited investor within the meaning of Rule 501 under
the Securities Act and indicating the portion of the Qualified Purchaser’s
Basic Amount that such Qualified Purchaser elects to purchase and, if such
Qualified Purchaser shall elect to purchase all of its Basic Amount, the
Undersubscription Amount (if any) that such Qualified Purchaser elects to
purchase.  If the Basic Amounts
subscribed for by all Qualified Purchasers are less than the total of all of
the Basic Amounts available for purchase, then each Qualified Purchaser who has
set forth an Undersubscription Amount in its Notice of Acceptance shall be
entitled to purchase, in addition to the Basic Amounts subscribed for, the
Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription
Amounts subscribed for exceed the Available Undersubscription Amount, each
Qualified Purchaser who has subscribed for any Undersubscription Amount shall
be entitled to purchase only that portion of the Available Undersubscription
Amount as the Undersubscription Amount subscribed for by such Qualified
Purchaser bears to the total Undersubscription Amounts subscribed for by all
Purchasers, subject to rounding by the Board of Directors to the extent it
deems reasonably necessary.


 

















 


(c)                                  The Company
shall have 90 days from the expiration of the period set forth in Section 3.1
(b) to issue, sell or exchange all or any part of the Refused Securities,
but only to the offerees or purchasers described in the Offer (if so described
therein) and only upon terms and conditions (including, without limitation,
unit prices and interest rates) which are not more favorable, in the aggregate,
to the acquiring person or persons or less favorable to the Company than those
set forth in the Offer.


 


(d)                                 In the event
the Company shall propose to sell less than all the Refused Securities, then
each Qualified Purchaser may, at its sole option and in its sole discretion,
reduce the number or amount of the Offered Securities specified in its Notice
of Acceptance to an amount that shall be not less than the number or amount of
the Offered Securities that the Qualified Purchaser elected to purchase
pursuant to Section 3.1(b) multiplied by a fraction, (i) the
numerator of which shall be the number or amount of Offered Securities the
Company actually proposes to issue, sell or exchange (including Offered
Securities to be issued or sold to Qualified Purchasers pursuant to Section 3.l(b) prior
to such reduction) and (ii) the denominator of which shall be the original
amount of the Offered Securities.  In the
event that any Qualified Purchaser so elects to reduce the number or amount of
Offered Securities specified in its Notice of Acceptance, the Company may not
issue, sell or exchange more than the reduced number or amount of the Offered
Securities unless and until such securities have again been offered to the
Qualified Purchasers in accordance with Section 3.1(a).


 


(e)                                  Upon (i) the
closing of the issuance, sale or exchange of all or less than all of the
Refused Securities or (ii) such other date agreed to by the Company and
Qualified Purchasers who have subscribed for a majority of the Offered
Securities subscribed for by the Qualified Purchasers, such Qualified Purchaser
or Purchasers shall acquire from the Company and the Company shall issue to
such Qualified Purchaser or Purchasers, the number or amount of Offered
Securities specified in the Notices of Acceptance, as reduced pursuant to Section 3.1(d) if
any of the Qualified Purchasers has so elected, upon the terms and conditions
specified in the Offer.


 


(f)                                    The purchase by
the Qualified Purchasers of any Offered Securities is subject in all cases to
the preparation, execution and delivery by the Company and the Qualified
Purchasers of a purchase agreement relating to such Offered Securities
reasonably satisfactory in form and substance to the Qualified Purchasers and
their respective counsel.


 


(g)                                 Any Offered
Securities not acquired by the Qualified Purchasers or other persons in
accordance with Section 3.1(c) may not be issued, sold or exchanged
until they are again offered to the Qualified Purchasers under the procedures
specified in this Agreement.


 


(h)                                 The rights of
the Qualified Purchasers under this Section 3.1 shall not apply to:


 


(i)                                     the issuance of
any Shares pursuant to the Purchase Agreement;


 


(ii)                                  the issuance of
any shares of Common Stock as a stock dividend to holders of Common Stock or
upon any subdivision or combination of shares of 


 

















 


Common Stock or any reclassification,
recapitalization, reorganization or similar events affecting the Common Stock;


 


(iii)                               the issuance of
any shares of Common Stock upon conversion of the Shares or exercise of
Warrants;


 


(iv)                              the issuance of
up to 21,428,102 shares of Common Stock or options with respect thereto
(subject in either case to appropriate adjustment for stock splits, stock
dividends, recapitalizations and similar events occurring after the date of the
filing of the Restated Certificate), issued or issuable to employees, directors
or officers of, or consultants to, the Company or any of its subsidiaries
pursuant to any plan, agreement or arrangement approved by the Board of
Directors of the Company and by a majority of the members of the Board of
Directors who are not employees of the Company or a Company Subsidiary whether
issued before or after the filing of the Restated Certificate (it being
understood that any shares subject to options that expire or terminate
unexercised or any restricted stock repurchased by the Company shall not be counted
towards the maximum number set forth in this clause (iv) unless and until
regranted or reissued pursuant to any such plan, agreement or arrangement);


 


(v)                                 the issuance of
capital stock of the Company in connection with (i) an acquisition of
substantially all of the stock or assets of any other entity (whether by merger
or consolidation) or (ii) a strategic partnership, joint venture or
similar transaction, in each case approved by the Board of Directors of the
Company, including the directors elected by the holders of Series B
Preferred Stock, the holders of Series C Preferred Stock, the Series D
Preferred Stock and the Series D1 Preferred Stock, voting together as a
single class, the holders of Series 1 Preferred Stock and Series 2
Preferred Stock, voting together as a single class, the holders of Series E
Preferred Stock and the holders of the Series F Preferred Stock; or


 


(vi)                              the issuance of
shares of Common Stock by the Company in a firm-commitment underwritten public
offering pursuant to an effective registration statement under the Securities
Act.


 


(i)                                     Notwithstanding
anything to the contrary in this Agreement, no Qualified Purchaser shall have
any rights under this Section 3.1 unless such Qualified Purchaser owns at
least one and one-half percent (1.5%) of the Company’s outstanding Common Stock
on a fully diluted basis.  For purposes
of this Section 3.1(i), (A) a Qualified Purchaser shall be deemed to
own all common stock that such Qualified Purchaser has the right to acquire
through the exercise of any option, warrant or right (excluding any right of
first refusal) or the conversion of a convertible security (whether or not
currently exercisable) and (B) all Common Stock not outstanding which any
securityholder of the Company has the right to acquire from the Company
pursuant to outstanding warrants, options, rights (excluding any right of first
refusal) or conversion privileges (whether or not currently exercisable) shall
be deemed to be outstanding for the purpose of computing the percentage of the
Common Stock owned by each Qualified Purchaser.


 


3.2                                 Termination.  This Section 3 shall terminate upon the
earlier of the closing of a Company Sale or the closing of an Initial Public
Offering.


 

















 


4.                                       Covenants.


 


4.1                                 Negative
Covenants; Consent of all Shares.  So long as any Shares are outstanding, the
Company shall not, without prior written consent of the holders of (i) at
least 67% of the Shares, acting together as a single class, (ii) at least
50% of the shares of Series E Preferred Stock then outstanding, (iii) at
least 50% of the shares of Series F Preferred Stock then outstanding and (iv) a
majority of the shares of Series 1 Preferred Stock and Series 2
Preferred Stock then outstanding, acting together as a single class:


 


(a)                                  amend or repeal
(in each case, by amendment, merger, consolidation or otherwise) any provision
of, or add any provision to, the Restated Certificate, or Bylaws if such action
would change or adversely affect the rights, preference or privileges of the
Shares, provided that the authorization or issuance of an additional series of
convertible preferred stock of the Company, including, without limitation, with
rights, preferences or privileges that are pari passu or senior to the Shares,
shall not be deemed an action that would change or adversely affect the rights,
preferences or privileges of the Shares;


 


(b)                                 declare or pay
any dividend or make any distribution on its capital stock (other than
dividends on Common Stock payable solely in Common Stock and other than
dividends payable on Preferred Stock pursuant to the Restated Certificate) or
permit any Company Subsidiary to declare or pay any dividend or make any
distribution (other than dividends or distributions payable solely to the
Company); and


 


(c)                                  except for the
Company’s repurchase of Common Stock, Series A Preferred Stock, Series 1
Preferred Stock and/or Series 2 Preferred Stock at a purchase price of no
more than $1.06 per share and up to a maximum of $5,000,000 in the aggregate,
which repurchase shall take place prior to July 25, 2009 (the
“Repurchase”), apply any of its assets to the redemption, retirement, purchase
or acquisition, directly or indirectly (including through a Company
Subsidiary), or otherwise, of any shares of its capital stock (other than (i) redemptions
of Preferred Stock in accordance with the terms of the Restated Certificate and
(ii) repurchases of Common Stock at cost upon termination of employment or
service).


 


4.2                                 Negative
Covenants; Consent of Series B Preferred Stock, Series C Preferred
Stock, Series D Preferred Stock, Series D1 Preferred Stock, Series E
Preferred Stock, Series F Preferred Stock, Series 1 Preferred Stock
and Series 2 Preferred Stock.  So long as any shares of Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D1
Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series 1
Preferred Stock and Series 2 Preferred Stock are outstanding, the Company
shall not without the prior written consent of the holders of not less than a
majority of the then outstanding shares of Series B Preferred Stock, Series C
Preferred Stock, Series D Preferred Stock, Series D1 Preferred Stock,
Series E Preferred Stock, Series F Preferred Stock, Series 1
Preferred Stock and Series 2 Preferred Stock, voting together as a class:


 


(a)                                  pledge any of
the assets (including intellectual property) of the Company except for a
security interest on the Company’s assets granted to (i) Comerica Bank-
California, (ii) The Bank of Southern Connecticut, (iii) certain
Investors party to that certain Securities Purchase Agreement dated as of May 23,
2006 and (iv) ORIX Venture Finance LLC 


 

















 


pursuant to that certain Limited Consent and
First Amendment to Loan and Security Agreement dated as of July 25, 2008;
or


 


(b)                                 authorize,
designate or issue any capital stock of the Company (including, without
limitation, any class of stock having any right, preference or priority
superior to the Series A Preferred Stock, the Series B Preferred
Stock, Series C Preferred Stock, Series D Preferred Stock, Series D1
Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series 1
Preferred Stock or Series 2 Preferred Stock), provided, that this right
shall not apply to any of the following:


 


(i)                                     the issuance of
any shares of Common Stock as a stock dividend to holders of Common Stock or
upon the occurrence of any subdivision, combination reclassification,
recapitalization reorganization or similar events;


 


(ii)                                  the issuance of
any shares of Common Stock upon conversion of any outstanding shares of Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock, Series D1 Preferred Stock, Series E Preferred, Series F
Preferred Stock, Stock, Series 1 Preferred Stock or Series 2
Preferred Stock;


 


(iii)                               the issuance of
any shares of Common Stock upon exercise of any Warrant;


 


(iv)                              the issuance of
up to 21,428,102 shares of Common Stock or options with respect thereto
(subject in either case to appropriate adjustment for stock splits, stock
dividends, recapitalizations and similar events occurring after the date of the
filing of the Restated Certificate), issued or issuable to employees, directors
or officers of, or consultants to, the Company or any of its subsidiaries
pursuant to any plan, agreement or arrangement approved by the Board of
Directors of the Company and by a majority of the members of the Board of
Directors who are not employees of the Company or a Company Subsidiary whether
issued before or after the filing of the Restated Certificate (it being
understood that any shares subject to options that expire or terminate
unexercised or any restricted stock repurchased by the Company shall not be
counted towards the maximum number set forth in this clause (iv) unless
and until regranted or reissued pursuant to any such plan, agreement or
arrangement);


 


(v)                                 the issuance of
capital stock of the Company in connection with (A) an acquisition of
substantially all of the stock or assets of any other entity (whether by merger
or consolidation) or (B) a strategic partnership, joint venture or similar
transaction, in each case approved by the Board of Directors of the Company,
including by the directors designated by the Series B Holders, Series C
Holders, Series D Holders and Series D1 Holders, voting together as a
single class, by the directors designated by the Series 1 Holders and Series 2
Holders, voting together as a single class, by the director designated by the Series E
Holders and by the director designated by the Series F Holders;


 


(vi)                              the issuance of
shares of Common Stock by the Company in a firm-commitment underwritten public
offering pursuant to an effective registration statement under the Securities
Act; and


 














 


(vii)                           the
acquisition, directly or indirectly (including through a Company Subsidiary),
of all or substantially all of the properties, assets or stock of any other
company or entity.


 


4.3                                 Negative
Covenants; Consent of Holders of Shares.


 


(a)                                  So long as any
shares of Series D Preferred Stock and Series D1 Preferred Stock are
outstanding:


 


(i)                                     the Company
shall not, without the prior written consent of the holders of not less than
67% of the then outstanding shares of Series D Preferred Stock and Series D1
Preferred Stock, voting together as a single class, amend the terms of
the Series D Preferred Stock and the Series D1 Preferred Stock if (1) such
amendment would have an adverse effect on the rights and preferences of the Series D
Preferred Stock and the Series D1 Preferred Stock in a substantially
similar manner, and (2) the rights and preferences of the Series B
Preferred Stock and the Series C Preferred Stock would not be adversely
affected in a substantially similar manner by amending their respective terms
at the same time as the amendment to the Series D Preferred Stock and the Series D1
Preferred Stock.


 


(ii)                                  the Company
shall not, without the prior written consent of the holders of not less than
67% of the then outstanding shares of Series D Preferred Stock or Series D1
Preferred Stock, as applicable, each voting separately as an individual class,
amend the terms of the Series D Preferred Stock or the Series D1
Preferred Stock if (1) such amendment would have an adverse effect on the
rights and preferences of the Series D Preferred Stock or the Series D1
Preferred Stock, but not both, and (2) the rights and preferences
of the Series B Preferred Stock and the Series C Preferred Stock
would not be adversely affected in a substantially similar manner by amending
their respective terms at the same time as the amendment to the Series D
Preferred Stock or the Series D1 Preferred Stock, as applicable.


 


(b)                                 So long as any
shares of Series E Preferred Stock are outstanding, the Company shall not,
without the prior written consent of the holders of not less than 50% of the
then outstanding shares of Series E Preferred Stock, voting as a separate
class, amend (by amendment, merger, consolidation or otherwise) the terms of
the Series E Preferred Stock if such amendment would have an adverse
effect on the rights and preferences of the Series E Preferred Stock.


 


(c)                                  So long as any
shares of Series F Preferred Stock are outstanding, the Company shall not,
without the prior written consent of the holders of not less than 50% of the
then outstanding shares of Series F Preferred Stock) voting as a separate
class, (i) amend the terms of the Series F Preferred Stock if such
amendment would have an adverse effect on the rights and preferences of the Series F
Preferred Stock or (ii):


 


(1)                                  purchase in the Repurchase
from any employee of the Company more than 15% of the aggregate number of
Shares and shares of Common Stock held by such employee (including common stock
issuable upon the exercise of options) calculated on an as-converted basis;


 

















 


(2)                                  purchase in the Repurchase
any Shares or shares of Common Stock at a price per share greater than $1.06;


 


(3)                                  use the proceeds of the sale
of the Series F Preferred Stock pursuant to the Purchase Agreement other
than in accordance with Section 2.2 of the Purchase Agreement, including,
to the extent that the aggregate purchase price of Shares and shares of Common
Stock purchased in the Repurchase totals less than $5,000,000, the balance of
such $5,000,000 allocated in Section 2.2 of the Purchase Agreement to the
Repurchase;


 


(4)                                  repurchase any Shares or
shares of Common Stock from William Marsh other than as part of the Repurchase;


 


(5)                                  purchase in the Repurchase
any shares of capital stock unless such shares are canceled upon purchase; or


 


(6)                                  reissue any Shares or shares
of Common Stock that were purchased in the Repurchase.


 


(d)                                 So long as any
shares of Series 1 Preferred Stock are outstanding, the Company shall not,
without the prior written consent of the holders of not less than 50% of the
then outstanding shares of Series 1 Preferred Stock, voting as a separate
class, amend the terms of the Series 1 Preferred Stock if such amendment
would have an adverse effect on the rights and preferences of the Series 1
Preferred Stock.


 


(e)                                  So long as any
shares of Series 2 Preferred Stock are outstanding, the Company shall not,
without the prior written consent of the holders of not less than 50% of the
then outstanding shares of Series 2 Preferred Stock, voting as a separate
class, amend the terms of the Series 2 Preferred Stock if such amendment
would have an adverse effect on the rights and preferences of the Series 2
Preferred Stock.


 


4.4                                 Affirmative
Covenants.  So long as
any Shares are outstanding, the Company covenants and agrees that it will
perform and observe the following covenants and provisions and will cause each
Company Subsidiary to perform and observe such of the following covenants and
provisions as are applicable to such Company Subsidiary:


 


(a)                                  Payment of
Taxes and Trade Debt.  Pay and
discharge all taxes, assessments and governmental charges or levies imposed
upon it or upon its income or profits or business, or upon any properties
belonging to it, prior to the date on which penalties attach thereto, and all
lawful claims, which, if unpaid, might become a lien or charge upon any
properties of the Company or a Company Subsidiary, other than those which are
being contested in good faith if the Company shall have set aside on its books
and shall have provided, in accordance with generally accepted accounting
principles, adequate reserves with respect thereto; and pay in conformity with
customary trade terms, all lease obligations, all trade debt, and all other
indebtedness incident to its operations, except such as are being contested in
good faith if the Company shall have set aside on its books and shall have
provided, in accordance with generally accepted accounting principles,
appropriate reserves with respect thereto.


 

















 


(b)                                 Maintenance of
Insurance.  Maintain
with responsible and reputable insurance companies or associations, insurance
in such amounts and covering such risks as the Company reasonably deems
advisable and maintain directors and officers insurance in such amounts and
covering such individuals as the holders of Preferred Stock reasonably deem
advisable.  The Company has as of the
date hereof or shall within sixty (60) days of the date hereof use commercially
reasonable efforts to obtain from financially sound and reputable insurers
directors and officers errors and omissions insurance in an amount of at least
$5,000,000.


 


(c)                                  Preservation of
Corporate Existence.  Preserve
and maintain its corporate existence, rights, franchises and privileges in the
jurisdiction of its incorporation, and qualify and remain qualified as a
foreign corporation in each jurisdiction in which such qualification is
required, unless the failure to so qualify does not and will not have a
material and adverse effect on the business, operations or financial condition
of the Company; and preserve and maintain all material licenses and other
rights to use patents, processes, licenses, trademarks, trade names,
inventions, intellectual property rights or copyrights owned or possessed by it
as are reasonably necessary or advisable for it to conduct its business.


 


(d)                                 Compliance with
Laws.  Comply with all applicable
laws, rules, regulations and orders of any governmental authority,
noncompliance with which could materially adversely affect its business or
condition, financial or otherwise, except non- compliance being contested in
good faith through appropriate proceedings so long as the Company shall have
set up and funded sufficient reserves, if any, required under generally
accepted accounting principles with respect to such items.


 


(e)                                  Keeping of Records
and Books of Account.  Keep
adequate records and books of account, in which complete entries will be made
in accordance with generally accepted accounting principles consistently
applied, reflecting all financial transactions of the Company, and in which,
for each fiscal year, all proper reserves for depreciation, depletion,
obsolescence, amortization, taxes, bad debts and other purposes in connection
within its business shall be made.


 


(f)                                    Maintenance of
Properties, etc.  Maintain
and preserve all of its properties that the Company reasonably deems necessary
or useful in the proper conduct of its business in good repair, working order
and condition, ordinary wear and tear excepted, and from time to time make all
necessary and proper repairs, renewals, replacements, additions and
improvements thereto; and comply with the provisions of all material leases to
which it is a party or under which it occupies property so as to prevent any
material loss or forfeiture thereof or thereunder.


 


4.5                                 Inspection and
Observation.  The Company
shall permit each Purchaser, during the Company’s normal business hours, to
visit and inspect the Company’s properties, to examine and make copies of its
books of account and records and to discuss the Company’s affairs, finances and
accounts with its officers, all at such reasonable times as may be reasonably
requested by the Purchaser (including such rights to inspection as may be
required for any Purchaser who is an SBIC licensed by the Small Business
Administration); provided, however, that the Company shall not be
obligated pursuant to this Section 4.5 to provide access to any 


 

















 


information which it reasonably considers to
be a trade secret or similar confidential information (unless covered by a
reasonable and enforceable confidentiality agreement, in form reasonably
acceptable to the Company) or which, if so provided, would adversely affect the
attorney-client privilege between the Company and its counsel.


 


4.6                                 Financial
Statements and Other Information.


 


(a)                                  The Company shall
deliver, (i) so long as Edison remains a stockholder of the Company, to
Edison, (ii) so long as North Atlantic remains a stockholder of the
Company, to North Atlantic, (iii) so long as any of the Series E
Preferred Stock remains outstanding, to each Series E Holder, (iv) so
long as IGC remains a stockholder of the Company, to IGC, (v) so long
Sevin Rosen remains a stockholder of the Company, to Sevin Rosen, and (vi) to
each other Purchaser (upon such other Purchaser’s request):


 


(i)                                     within five
months after the end of each fiscal year of the Company, an audited balance
sheet of the Company as at the end of such year and audited statements of
income and of cash flows of the Company for such year, certified by certified
public accountants of established national reputation selected by the Board of
Directors (or a committee thereof), and prepared in accordance with generally
accepted accounting principles consistently applied; provided  that,
notwithstanding the foregoing, the audited balance sheet of and audited
statements of income and of cash flows of the Company for the year ended December 31,
2007 will be delivered no later than September 15, 2008;


 


(ii)                                  within 45 days
after the end of each fiscal quarter of the Company (other than the fourth
quarter), an unaudited balance sheet of the Company as at the end of such
quarter, and unaudited statements of income and of cash flows of the Company
for such fiscal quarter and for the current fiscal year to the end of such
fiscal quarter along with a narrative on performance and outlook; and


 


(iii)                               within 30 days
after the end of each month, an unaudited balance sheet of the Company and
unaudited statements of income and cash flows of the Company for the month
ended, including a comparison to the Company’s projections for such month.


 


(b)                                 The Company
shall deliver to (i) each Purchaser owning not less than 1,000,000 Shares
(subject to appropriate adjustment for stock splits, stock dividends,
recapitalizations and similar events), (ii) to each Series E Holder,
so long as any of the Series E Preferred Stock remains outstanding and (iii) to
each Series F Holder, so long as any of the Series F Preferred Stock
remains outstanding:


 


(i)                                     as soon as
available, but in any event prior to the commencement of each new fiscal year,
a business plan and projected financial statements for such fiscal year, as
well as a cash flow statement and a profit and loss statement;


 


(ii)                                  such other
notices, information and data with respect to the Company as the Company
delivers to the holders of its capital stock at the same time it delivers such
items to such holders; and


 

















 


(iii)                               with reasonable
promptness, such other information and data as such Purchaser may from time to
time reasonably request.


 


(c)                                  The foregoing
financial statements shall be prepared on a consolidated basis if the Company
then has any subsidiaries.  The financial
statements delivered pursuant to clause (ii) and (iii) of paragraph (a) and
clause (i) of paragraph (b) shall be accompanied by a certificate of
the chief financial officer of the Company stating that such statements have
been prepared in accordance with generally accepted accounting principles
consistently applied (except as noted) and fairly present the financial
condition and results of operations of the Company at the date thereof and for
the periods covered thereby.


 


4.7                                 SBIC
Information Rights and Related Covenants.


 


(a)                                  The Company
shall provide to any Purchaser that is licensed by the Small Business
Administration (the “SBA”) as a Small Business Investment Company (an “SBIC
Investor”) and the SBA with access to its books and records for the purpose
of confirming the use of the proceeds of such financing and for all other
purposes required by the SBA.


 


(b)                                 The Company
shall provide to each SBIC Investor such financial and other information as
each SBIC Investor may from time to time reasonably request to enable it to
comply with the provisions of 13 C.F.R. Section 107.620(b)(l), and such
information shall be certified by the Company’s President, Chief Executive Officer,
Treasurer or Chief Financial Officer as required by 13 C.F.R. Section 107.620(b)(2).


 


(c)                                  The Company
shall provide to the SBIC Investor and the SBA a certificate of its Chief
Financial Officer (i) verifying the use of such proceeds and (ii) certifying
compliance by the Company with the provisions of this Agreement (provided that
such certificate may be truthfully given).


 


(d)                                 Within 45 days
after the end of each fiscal year, the Company shall provide to each SBIC
Investor a written assessment, in form and substance reasonably satisfactory to
such SBIC Investor, of the economic impact of Investor’s financing hereunder,
specifying the full-time equivalent jobs created or retained, the impact of the
financing on the consolidated revenues and profits of the Company and on taxes
paid by the Company and its employees (See 13 C.F.R. § 107.630(e)).


 


(e)                                  Upon the
request of an SBIC Investor or any of its Affiliates, the Company will (i) provide
to such Person such financial statements and other information as such Person
may from time to time reasonably request for the purpose of assessing the
Company’s financial condition and (ii) furnish to such Person all
information reasonably requested by it in order for it to prepare and file SBA Form 468
and any other information reasonably requested or required by any governmental
agency asserting jurisdiction over such Person.


 


(f)                                    The Company
will at all times comply with the non-discrimination requirements of 13 C.F.R.,
Parts 112,113 and 117.


 


(g)                                 The Company
will notify SBIC Investor from time to time when the number of its shareholders
decreases below 50.


 

















 


4.8                                 Material
Changes and Litigation.  The
Company shall promptly notify the Purchasers of any material adverse change in
the business, operations, assets or condition, financial or otherwise, of the
Company and of any litigation or governmental proceeding or investigation
brought or, to the best of the Company’s knowledge, threatened against the
Company, or against any officer, director, key employee or principal
stockholder of the Company which, if adversely determined, would have a
material adverse effect on the business, assets or condition (financial or
otherwise) of the Company.


 


4.9                                 Key Man
Insurance.  The Company
shall maintain for a period of five years after the date hereof term life
insurance upon the life of Albert Subbloie in the amount of $2,000,000, with
the proceeds payable to the Company.


 


4.10                           Agreements with
Employees; Options.


 


(a)                                  The Company
shall require all persons now or hereafter employed by the Company to enter
into an agreement substantially in a form as may be approved by the Board of
Directors of the Company from time to time, including the directors designated
by the holders of Series B Preferred Stock, the holders of Series C
Preferred Stock, the holders of Series D Preferred Stock and Series D1
Preferred Stock, voting together as a single class, the holders of Series 1
Preferred Stock and Series 2 Preferred Stock, voting together as a single
class, the holders of the Series E Preferred Stock and the holders of the Series F
Preferred Stock, which will include obligations for non-disclosure,
non-solicitation, non competition and assignment of inventions.


 


(b)                                 The Company
agrees that it will not, without the prior written consent of the holders of a
majority of the Shares then outstanding, terminate, amend or waive any rights
under any inventions, confidentiality, non-competition or restricted stock
agreement between the Company and any Founder.


 


(c)                                  Unless
otherwise approved by the Board of Directors of the Company and by a majority
of the members of the Board of Directors who are not employees of the Company
or a Company Subsidiary, including the directors designated by the holders of Series B
Preferred Stock, the holders of Series C Preferred Stock, the holders of Series D
Preferred Stock and Series D1 Preferred Stock, voting together as a single
class, the holders of Series 1 Preferred Stock and Series 2 Preferred
Stock, voting together as a single class, the holders of Series E Preferred
Stock and the holders of Series F Preferred Stock, all options or
restricted stock granted or issued by the Company after the date hereof shall
become exercisable at the rate of 25% on the first anniversary of grant or
issue and 2.0833% per month thereafter over the subsequent three years so long
as the holder continues to be an employee or consultant of the Company.


 


4.11                           Board of
Directors.


 


(a)                                  The Company
shall promptly reimburse in full each director of the Company who is not an
employee of the Company for all of his or her reasonable out-of-pocket expenses
incurred in attending each meeting of the Board of Directors of the Company or
any committee thereof.


 

















 


(b)                                 The Board of
Directors shall meet at least six times per year, unless otherwise agreed by a
majority of the members of the Board of Directors.


 


(c)                                  The Restated
Certificate shall at all times provide for the indemnification of the members
of the Board of Directors to the fullest extent provided by the law of the
jurisdiction in which the Company is organized. 
In the event that the Company or any of its successors or assigns (i) consolidates
with or mergers into any other entity and shall not be the continuing or
surviving corporation in such consolidation or merger or (ii) transfers or
conveys all or substantially all of its properties and assets to any entity,
then, and in each such case, to the extent necessary, proper provision shall be
made so that the successors and assigns of the Company assume the obligations
of the Company with respect to indemnification of members of the Board of
Directors as contained in the Restated Certificate.


 


(d)                                 The Company
will maintain a Compensation Committee and an Audit Committee of the Board of
Directors.  The Compensation Committee
will consist of at least two members and the size and membership of the Audit
Committee shall be determined by the Board of Directors; provided  that,
one member of each of the Compensation Committee and the Audit Committee shall
be a director designated by the Series E Holders and one member of the
Compensation Committee shall be a director designated by the Series F
Holders.  The Compensation Committee will
meet at least twice a year and make recommendations to the full Board of
Directors for such matters as management compensation, Company benefit plans,
and matters relating to the Company’s option plans.  The Board of Directors will have the power to
veto the recommendations of the Compensation Committee.  The Audit Committee shall be comprised solely
of non-employees of the Company.


 


(e)                                  Pursuant to the
terms of the Company’s option plans, Independent Directors of the Company shall
be awarded stock options commensurate with the stock option grants received by
other outside members of boards of directors of similarly sized companies,
which shall be determined by a recommendation of the Compensation Committee and
approved by a vote of a majority of members of the Board of Directors.


 


4.12                           [Reserved]


 


4.13                           Related Party
Transactions.


 


(a)                                  The Company
shall not enter into any agreement with any stockholder, officer or director of
the Company, or any “affiliate” of such persons (as such term is defined in the
rules and regulations promulgated under the Securities Act), including
without limitation any agreement or other arrangement providing for the
furnishing of services by, rental of real or personal property from, or
otherwise requiring payments to, any such person or entity, without the consent
of at least a majority of the members of the Company’s Board of Directors
having no interest in such agreement or arrangement.


 


(b)                                 The approval of
the Board of Directors of the Company and a majority of the members of the
Board of Directors who are not employees of the Company or a Company Subsidiary
shall be required to (i) establish or increase the compensation of
executive officers of the Company or (ii) grant stock options to any
officer of the Company.


 

















 


4.14                           Reservation of
Common Stock.  The Company
shall reserve and maintain a sufficient number of shares of Common Stock for
issuance upon conversion of all of the outstanding Shares.


 


4.15                           International
Investment and Trade in Services Survey Act.  The Company shall use its best efforts to
file on a timely basis all reports required to be filed by it under 22 U.S.C. Section 3104,
or any similar statute, relating to a foreign person’s direct or indirect
investment in the Company.


 


4.16                           Termination of
Covenants.  Other than
the covenants contained in Section 4.13, all covenants of the Company
contained in this Section 4 shall terminate upon the earlier of the
closing of a Company Sale or the closing of an Initial Public Offering.


 


5.                                       Confidentiality.  Each Purchaser agrees that he, she or it will
keep confidential and will not disclose, divulge or use for any purpose, other
than to monitor its investment in the Company, any Confidential Information,
unless such Confidential Information (a) is known or becomes known to the
public in general (other than as a result of a breach of this Section 5 by
such Purchaser), (b) is or has been independently developed or conceived
by the Purchaser without use of the Company’s Confidential Information or (c) is
or has been made known or disclosed to the Purchaser by a third party without a
breach of any obligation of confidentiality such third party may have to the
Company; provided, however, that a Purchaser may disclose Confidential Information (i) to
Purchaser’s attorneys, accountants, consultants, and other professionals to the
extent necessary to obtain their services in connection with monitoring its
investment in the Company, (ii) to any prospective purchaser of any Shares
from such Purchaser as long as such prospective purchaser agrees to be bound by
the provisions of this Section 5, (iii) to any affiliate, partner,
member, stockholder or wholly owned subsidiary of such Purchaser, or (iv) as
may otherwise be required by law, provided that the Purchaser takes reasonable
steps to minimize the extent of any such required disclosure.  Notwithstanding the foregoing, such
information shall not be deemed confidential for the purpose of enforcing this
Agreement.


 


6.                                       Transfers of
Rights; Calculation of Share Numbers.  Subject to any other restriction on the
transfer of Shares contained in this Agreement, the Sixth Amended and Restated
Right of First Refusal and Co-Sale Agreement, or the Sixth Amended and Restated
Stockholders’ Voting Agreement, (a) the registration rights granted under Article II
herein may be assigned to a transferee or assignee (i) who acquires at
least 20% of the outstanding shares of Series B Preferred Stock, 20% of
the outstanding Series C Preferred Stock, 20% of the outstanding Series D
Preferred Stock, 20% of the outstanding Series D1 Preferred Stock, 20% of
the outstanding Series E Preferred Stock, 20% of the outstanding Series F
Preferred Stock, 20% of the outstanding Series 1 Preferred Stock or 20% of
the outstanding Series 2 Preferred Stock, or (ii) who is an Affiliate
of Edison, North Atlantic Sevin Rosen or IGC, and (b) the rights granted
to any other Purchaser under Article II may be assigned to a transferee or
assignee who is reasonably acceptable to the Company in connection with any
transfer or assignment of Registrable Shares by any such Purchaser provided, in
each case, that the transferor provides the Company with written notice of the
proposed transfer, the transferee agrees in writing to be bound by the
provisions of this Article II and all of the terms and conditions
contained in the Sixth Amended and Restated Stockholders’ Voting Agreement and
the Sixth Amended and Restated Right of First Refusal and Co-Sale
Agreement.  For the purposes of this Section 6,



 

















 


“Affiliate” means, with respect to any
specified Purchaser, any other Purchaser who or which, directly or indirectly,
controls, is controlled by or is under common control with such Purchaser,
including without limitation any subsidiary, parent, partner, limited partner,
retired partner, stockholder, officer, director, manager or member of such
Purchaser, and any venture capital fund now or hereafter existing which is controlled
by one or more general partners or managing members of, or shares the same
management company with, such Purchaser.


 


7.                                       General.


 


7.1                                 Severability.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.


 


7.2                                 Specific
Performance.  In addition
to any and all other remedies that may be available at law in the event of any
breach of this Agreement, each Purchaser shall be entitled to specific performance
of the agreements and obligations of the Company hereunder and to such other
injunctive or other equitable relief as may be granted by a court of competent
jurisdiction.


 


7.3                                 Governing Law.  This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Delaware
(without reference to the conflicts of law provisions thereof).


 


7.4                                 Notices.  All notices, requests, consents, and other
communications under this Agreement shall be in writing and shall be deemed delivered
(i) three business days after being sent by registered or certified mail,
return receipt requested, postage prepaid or (ii) one business day after
being sent via a reputable nationwide overnight courier service guaranteeing
next business day delivery, in each case to the intended recipient as set forth
below:


 


If
to the Company, at Tangoe, Inc., 35 Executive Boulevard, Orange, CT 06477,
Attention: President, or at such other address as may have been furnished in
writing by the Company to the other parties hereto, with a copy to Shipman &
Goodwin LLP, One Constitution Plaza, Hartford, CT 06103 Attention: Thomas P.
Flynn, Esq.; or


 


If
to a Series F Holder, Series E Holder, Series D1 Holder, Series D
Holder, Series C Holder, Series B Holder, Series A Holder, Series 1
Holder or Series 2 Holder at the address set forth on the applicable Exhibit to
this Agreement, or at such other address as may have been furnished in writing
by such Series E Holder, Series D1 Holder, Series D Holder, Series C
Holder, Series B Holder, Series A Holder, Series 1 Holder or Series 2
Holder to the other parties hereto, with a copy to such additional recipient as
set forth on that same Exhibit to this Agreement.


 


Any
party may give any notice, request, consent or other communication under this
Agreement using any other means (including, without limitation, personal
delivery, messenger service, facsimile, first class mail or electronic mail),
but except as set forth above no such notice, request, consent or other
communication shall be deemed to have been duly given unless and until it is
actually received by the party for whom it is intended.  Any party may change the address to which
notices, requests, consents or other communications hereunder are to be
delivered by giving the other parties notice in the manner set forth in this Section 7.4.


 

















 


7.5                                 Complete
Agreement.  This
Agreement constitutes the entire agreement and understanding of the parties
hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings relating to such subject matter, including
without limitation the Prior Agreement.


 


7.6                                 Amendments and
Waivers.  Subject to Section 7.11,
this Agreement may be amended or terminated and the observance of any term of
this Agreement may be waived with respect to all parties to this Agreement
(either generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Company and Purchasers,
including Edison, North Atlantic, Sevin Rosen and IGC, holding Shares
representing at least 67% of the voting power of all Shares then held by
Purchasers; provided that any (i) amendment, termination or waiver of the
terms of Section 2 (or a defined term used therein) that occurs after the
closing of the Initial Public Offering shall instead require the written
consent of the Company and Purchasers, including Edison, North Atlantic, Sevin
Rosen and IGC, holding Registrable Shares representing at least 67% of the
voting power of all Registrable Shares then held by all Purchasers, and (ii) any
amendment, termination or waiver of the terms of Section 3 (or a defined
term used therein) shall instead require the written consent of the Company and
Qualified Purchasers, including Edison, North Atlantic, Sevin Rosen and IGC,
holding shares representing at least 67% of the voting power of all Shares then
held by Qualified Purchasers. 
Notwithstanding the foregoing, this Agreement may not be amended or
terminated and the observance of any term hereunder may not be waived with
respect to any Purchaser without the written consent of such Purchaser unless
such amendment, termination or waiver applies to all Purchasers in the same
fashion (it being agreed that a waiver of the provisions of Section 3 with
respect to a particular transaction shall be deemed to apply to all Qualified
Purchasers in the same fashion if such waiver does so by its terms,
notwithstanding the fact that certain Qualified Purchasers may nonetheless, by
agreement with the Company, purchase securities in such transaction).  The Company shall give prompt written notice
of any amendment or termination hereof or waiver hereunder to any party hereto
that did not consent in writing to such amendment, termination or waiver.  Any amendment, termination or waiver effected
in accordance with this Section 7.6 shall be binding on all parties
hereto, including any party that does not execute such consent.  No waivers of or exceptions to any term,
condition or provision of this Agreement, in any one or more instances, shall
be deemed to be, or construed as, a further or continuing waiver of any such
term, condition or provision.


 


7.7                                 Pronouns.  Whenever the context may require, any
pronouns used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns and pronouns shall
include the plural, and vice versa.


 


7.8                                 Counterparts;
Facsimile Signatures.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, and all of which together shall constitute one and
the same document.  This Agreement may be
executed by facsimile or other electronic signatures.


 


7.9                                 Section Headings  and
References.  The section headings are
for the convenience of the parties and in no way alter, modify, amend, limit or
restrict the contractual obligations of the parties.  Any reference in this agreement to a
particular section or subsection shall refer to a section or subsection of this
Agreement, unless specified otherwise.


 

















 


7.10                           Prior Agreement;
Waiver of Rights.  Any and all
rights of first refusal (including all notice requirements relating thereto)
contained in the Prior Agreement, including the provisions of Section 3
thereof are hereby irrevocably waived for all Purchasers with respect to the
issuance of the Series F Preferred Stock pursuant to the Purchase
Agreement.  The Prior Agreement is hereby
amended and restated in its entirety in accordance with the provisions hereof.


 


7.11                           Additional
Purchasers.  Persons or
entities that, after the date hereof, purchase shares of any series of
convertible preferred stock of the Company may, with the prior written approval
of the Company (but without the need for approval by any other party to this
Agreement), become parties to this Agreement by executing and delivering a
counterpart signature page, whereupon they shall be deemed “Purchasers” for all
purposes of this Agreement.  The Company
can amend Exhibit A hereto to reflect the addition of additional
Purchasers.


 














 


Executed
as of the date first written above.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  TANGOE,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Albert R. Subbloie

  
	
   

  	
   

  	
  Albert
  R. Subbloie, Jr.

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASERS:

  
	
   

  	
   

  
	
   

  	
  EDISON
  VENTURE FUND IV, L.P.

  
	
   

  	
   

  
	
   

  	
  By
  its General Partner

  
	
   

  	
   

  
	
   

  	
  EDISON
  PARTNERS IV

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gary P. Golding

  
	
   

  	
  Name:

  	
  Gary
  P. Golding

  
	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EDISON
  VENTURE FUND IV SBIC, L.P.

  
	
   

  	
   

  
	
   

  	
  By
  its General Partner

  
	
   

  	
   

  
	
   

  	
  EDISON
  PARTNERS IV

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gary P. Golding

  
	
   

  	
  Name:

  	
  Gary
  P. Golding

  
	
   

  	
  Title:

  	
  General
  Partner

  
				



 


[Signature
Page to Eighth Amended and Restated


Investor
Rights Agreement]


 

















 


	
   

  	
  NORTH
  ATLANTIC VENTURE FUND III, A LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  North
  Atlantic Investors III, L.L.C.,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David M. Coit

  
	
   

  	
  Name:

  	
  David
  M. Coit

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NORTH
  ATLANTIC SBIC IV, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  North
  Atlantic Investors III, L.L.C.,

  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David M. Coit

  
	
   

  	
  Name:

  	
  David
  M. Coit

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INVESTOR
  GROWTH CAPITAL LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lisa Crawford

  
	
   

  	
  Name:

  	
  Lisa
  Crawford

  
	
   

  	
  Title:

  	
  ‘A’
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert de Heus

  
	
   

  	
  Name:

  	
  Robert
  de Heus

  
	
   

  	
  Title:

  	
  B-Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INVESTOR
  GROUP, L.P.

  
	
   

  	
   

  
	
   

  	
  By
  its General Partner

  
	
   

  	
   

  
	
   

  	
  INVESTOR
  GROUP G.P., LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lisa Crawford

  
	
   

  	
  Name:

  	
  Lisa
  Crawford

  
	
   

  	
  Title:

  	
  ‘A’
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert de Heus

  
	
   

  	
  Name:

  	
  Robert
  de Heus

  
	
   

  	
  Title:

  	
  B-Director

  



 


[Signature
Page to Eighth Amended and Restated


Investor
Rights Agreement]


 

















 


	
   

  	
  AXIOM
  VENTURE PARTNERS III, L.P.

  
	
   

  	
  By
  its General Partner

  
	
   

  	
   

  
	
   

  	
  AXIOM VENTURE ASSOCIATES, L.P.

  
	
   

  	
  By
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Alan Mendelson

  
	
   

  	
  Name:

  	
  Alan
  Mendelson

  
	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Kenneth
  Spitzbard

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Steven
  Shwartz

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Gregory
  Burkus

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Christopher
  T. Fraser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Scott
  Douglas Porter

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BARD
  FINANCIAL SERVICES, INC., PROFIT SHARING PLAN

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Kenneth
  Spitzbard

  
	
   

  	
  Title:

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  David
  Toole

  



 


[Signature
Page to Eighth Amended and Restated


Investor
Rights Agreement]


 

















 


	
   

  	
  OCI
  CHEMICAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Scott
  Douglas Porter

  
	
   

  	
  Title:

  	
  Executive
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Donna
  Reis

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Joseph
  M. Goldberg

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Leonard
  J. Goldberg

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Jay
  Steinberg & Melanie Steinberg (as Joint Tenants with rights of
  survivorship)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Victor
  Nesi

  
	
   

  	
   

  
	
   

  	
  /s/
  Albert R. Subbloie, Jr.

  
	
   

  	
  Albert
  R. Subbloie, Jr.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Stephano
  Kim

  
	
   

  	
   

  
	
   

  	
  /s/
  Gary R. Martino

  
	
   

  	
  Gary
  R. Martino

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Charles
  Gamble

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Andrew
  Esposito

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Paul
  Schmidt

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Rae
  Ko Fairfield

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Jon
  M. Gassett

  



 


[Signature
Page to Eighth Amended and Restated


Investor
Rights Agreement]


 

















 


	
   

  	
  HO2.1
  FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel T. Owen

  
	
   

  	
  Name:

  	
  Daniel
  T. Owen

  
	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HO2.1
  AFFILIATES FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel T. Owen

  
	
   

  	
  Name:

  	
  Daniel
  T. Owen

  
	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HO2.1
  ANNEX FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel T. Owen

  
	
   

  	
  Name:

  	
  Daniel
  T. Owen

  
	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JACQUES
  MANAGEMENT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Kevin
  Jacques

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KAUFMAN
  FAMILY LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Cynthia
  Reidy

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Timothy
  Reidy

  



 


[Signature
Page to Eighth Amended and Restated


Investor
Rights Agreement]


 

















 


	
   

  	
  SEVIN
  ROSEN FUND VI L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SRB
  Associates VI L.P.

  
	
   

  	
   

  	
  Its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John V. Jaggers

  
	
   

  	
   

  	
  Name:

  	
  John
  V. Jaggers

  
	
   

  	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SEVIN
  ROSEN VI AFFILIATES FUND L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SRB
  Associates VI L.P.

  
	
   

  	
   

  	
  Its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John V. Jaggers

  
	
   

  	
   

  	
  Name:

  	
  John
  V. Jaggers

  
	
   

  	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SEVIN
  ROSEN BAYLESS MANAGEMENT COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John V. Jaggers

  
	
   

  	
   

  	
  Name:

  	
  John
  V. Jaggers

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SEVIN
  ROSEN FUND VIII L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SRB
  Associates VIII L.P.

  
	
   

  	
   

  	
  Its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John V. Jaggers

  
	
   

  	
   

  	
  Name:

  	
  John
  V. Jaggers

  
	
   

  	
   

  	
  Title:

  	
  Genera
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SEVIN
  ROSEN VIII AFFILIATES FUND L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SRB
  Associates VIII L.P.

  
	
   

  	
   

  	
  Its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John V. Jaggers

  
	
   

  	
   

  	
  Name:

  	
  John
  V. Jaggers

  
	
   

  	
   

  	
  Title:

  	
  General
  Partner

  



 


[Signature
Page to Eighth Amended and Restated


Investor
Rights Agreement]


 

















 


	
   

  	
   

  
	
   

  	
  James
  A. Start

  
	
   

  	
   

  	
   

  
	
   

  	
  TARRANT
  VENTURES PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TEACHERS
  INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Panda E.C. Hershey

  
	
   

  	
  Name:

  	
  Panda
  E.C. Hershey

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VENTURE
  LENDING & LEASING IV, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VENTURELINK
  PARTNERS, LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VERTEX
  PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


[Signature
Page to Eighth Amended and Restated


Investor
Rights Agreement]


 














 


Exhibit A


 


List of Purchasers


 


	
  Name and Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  North
  Atlantic Venture Fund III, L.P. 

  Two City Center 

  Portland, ME 04101 

  Attention: David Coit

  	
   

  	
  Albert
  R. Subbloie, Jr. 

  11 Bunker Hill Road 

  Woodbridge, CT  06525

  
	
   

  	
   

  	
   

  
	
  with
  a copy to:

  Nixon Peabody LLP 

  100 Summer Street 

  Boston, MA  02110 

  Attention: David Martland, Esq.

  	
   

  	
  Joseph
  M. Goldberg 

  130 Renee’s Way 

  Guilford, CT 06437

  

  Gregory Burkus 

  262 Country Drive 

  Weston, MA  02493

  
	
   

  	
   

  	
   

  
	
  Edison
  Venture Fund IV SBIC, L.P. 

  8270 Greensboro Drive 

  Suite 850 

  McLean, VA  22102

  	
   

  	
  David
  Toole

  23 Roaring Brook Lane.

  Shelton, CT  06484

  
	
   

  	
   

  	
   

  
	
  with
  a copy to:



  Wilmer
  Cutler Pickering Hale and Dorr LLP 

  1600 Tysons Blvd., Suite 1000 

  McLean, Virginia 22102 

  Attention: Gregory J. Ewald, Esq.

  	
   

  	
  Leonard
  J. Goldberg 

  173 Old Salt Works Road 

  Westbrook, CT  06498

  

  Christopher T. Fraser 

  4608 Palencia Drive 

  Fort Worth, Texas 76126

  
	
   

  	
   

  	
   

  
	
  Edison
  Venture Fund IV, L.P. 

  8270 Greensboro Drive 

  Suite 850 

  McLean, VA 22102

  	
   

  	
  Stephano
  Kim

  11 Summerhouse Hill

  Holmdel, NJ  07733

  
	
   

  	
   

  	
   

  
	
  with
  a copy to:



  Wilmer
  Cutler Pickering Hale and Dorr LLP 

  1600 Tysons Blvd., Suite 1000 

  McLean, Virginia 22102 

  Attention: Gregory J. Ewald, Esq.

  	
   

  	
  Kenneth
  Spitzbard

  560 Silver Sands Rd. #411

  East Haven, CT  06512

  

  Gary R. Martino 

  70 Penny Lane 

  Woodbridge, CT  06525

  
	
   

  	
   

  	
   

  
	
  Bard
  Financial Services, Inc, Profit Sharing Plan 

  375 Morgan Lane #108 

  West Haven, CT  06516

  	
   

  	
  Chris
  DeBenedictus 

  6 Autumn Ridge Road

  Branford, CT  06405

  



 

















 


	
  Steven
  Shwartz 

  5 Emerald Lane 

  Woodbridge, CT  06525

  	
   

  	
  Charles
  Gamble

  69 Richard Sweet Drive

  Woodbridge, CT  06525

  
	
   

  	
   

  	
   

  
	
  Jay
  Steinberg & Melanie Steinberg

  (as Joint Tenants with rights of survivorship)

  275 Laurel Lane

  Laurel Hollow, NY  11791

  	
   

  	
  Andrew
  Esposito 

  319 Bartlett Drive 

  Madison, CT  06443

  
	
   

  	
   

  	
   

  
	
  Victor
  Nesi

  52 Allwood Road

  Darien, CT  06820

  	
   

  	
  Paul
  Schmidt

  230 Catherine Drive

  Rocky Hill, CT  06067

  
	
   

  	
   

  	
   

  
	
  OCI
  Chemical Corporation 

  2 Corporate Drive, Suite 440 

  Shelton, CT 06484 

  Attn.: Scott Douglas Porter, EVP

  	
   

  	
  Scott
  Douglas Porter 

  36 Silent Grove North 

  Westport, CT  06880

  
	
   

  	
   

  	
   

  
	
  Rae
  Ko Fairfield

  251 Fern Ridge 

  Ladenberg, PA  19350

  	
   

  	
  David
  Eldredge 

  45 Indian Trail 

  Woodbridge, CT  06525

  
	
   

  	
   

  	
   

  
	
  Jon
  M. Gassett 

  635 South Road 

  Lisle, Illinois  60532

  	
   

  	
  Aaron
  Konecky

  706 Old Indian Mill Rd.

  Tabernacle, NJ  08088

  
	
   

  	
   

  	
   

  
	
  Axiom
  Venture Partners III LP 

  CityPlace II – 17th Floor 

  185 Asylum Street 

  Hartford, CT 06103

  	
   

  	
  David
  Berten

  c/o Competition Law Group 

  120 S. State Street, Suite 300 

  Chicago, IL 60603

  
	
   

  	
   

  	
   

  
	
  Charles
  H. Cash 

  3457 Amherst 

  Dallas, Texas  75225

  	
   

  	
  Harvey
  B. Cash

  13455 Noel Road, Suite 1670

  Dallas, Texas  75240

  
	
   

  	
   

  	
   

  
	
  Convergent Investors VI, L.P. 

  111 Congress Avenue, Suite 3000 

  Austin, Texas 78701

  	
   

  	
  CVF,
  LLC

  c/o Henry Crown & Company 

  222 N. LaSalle Street 

  Chicago, IL 60601

  
	
   

  	
   

  	
   

  
	
  G&H
  Partners, L.P. 

  155 Constitution Drive 

  Menlo Park, California 9 4025

  	
   

  	
  Dennis
  Gorman

  13455 Noel Road, Suite 1670

  Dallas, Texas  75240

  



 

















 


	
  HO2.1
  Fund, L.P. 

  HO2.1 Affiliates Fund, L.P. 

  HO2.1 Annex Fund, L.P. 

  13455 Noel Road, Suite 1670 

  Dallas, Texas  75240

  	
   

  	
  Jacques
  Management, LLC 

  14601 Waterview Circle 

  Addison, Texas  75001

  
	
   

  	
   

  	
   

  
	
  Investor
  Group, L.P. 

  Canada Court, Upland Road 

  St. Peter Port, Guernsey GY1 3BQ 

  Channel Islands

  	
   

  	
  Investor
  Growth Capital Limited 

  Canada Court, Upland Road 

  St. Peter Port, Guernsey GYI 3BQ 

  Channel Islands

  
	
   

  	
   

  	
   

  
	
  copy
  to:

  	
   

  	
  copy
  to:

  
	
   

  	
   

  	
   

  
	
  Noah
  Walley 

  630 Fifth Avenue

  New York, NY 10111

  	
   

  	
  Noah
  Walley 

  630 Fifth Avenue 

  New York, NY 10111

  
	
   

  	
   

  	
   

  
	
  Kaufman
  Family LLC 

  c/o Henry Kaufman & Co. 

  660 Madison Avenue, 15th Floor 

  New York, New York  10021

  	
   

  	
  Cynthia
  and Timothy Reidy 

  4011 Los Aribas Drive 

  Lafayette, California 94549-2710

  
	
   

  	
   

  	
   

  
	
  Paul
  F. and Elizabeth T. Reidy 

  c/o PixelWorks 

  7700 SW Mohawk Street 

  Tualatin, Oregon 97062-8120

  	
   

  	
  John
  P. Reidy

  445 W. Fullerton Avenue

  Elmhurst, Illinois 60126

  
	
   

  	
   

  	
   

  
	
  James
  F. Rhodes 

  81 Pascal Lane 

  Austin, Texas 78746

  	
   

  	
  Sevin
  Rosen Fund VI L.P.

  Sevin Rosen VI Affiliates Fund L.P.

  Sevin Rosen Bayless Management Company 

  Sevin Rosen Fund VIII, L.P.

  Sevin Rosen VIII Affiliates Fund, L.P.

  c/o The Sevin Rosen Funds

  13455 Noel Road, Suite 1670

  Dallas, Texas 75240

  
	
   

  	
   

  	
   

  
	
  James
  A. Star

  c/o Henry Crown & Company 

  222 N. LaSalle Street 

  Chicago, Illinois 60601

  	
   

  	
  Tarrant
  Venture Partners, L.P. 

  301 Commerce Street, Suite 3300 

  Fort Worth, Texas  76102

  



 

















 


	
  Teachers
  Insurance and Annuity Association of America

  730 Third Ave.

  New York, NY 10017

  	
   

  	
  Venture
  Lending & Leasing IV, LLC

  2010 North First Street, Suite 310

  San Jose, California 95131

  
	
   

  	
   

  	
   

  
	
  VentureLink
  Partners, LP

  13455 Noel Road, Suite 1710 

  Dallas, Texas 75240

  	
   

  	
  Vertex
  Partners, L.P. 

  c/o Henry Kaufman & Co. 

  660 Madison Avenue, 15th Floor

  New York, New York 10021

  



 

















 


FIRST AMENDMENT TO EIGHTH 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT


 


THIS FIRST AMENDMENT TO EIGHTH AMENDED AND RESTATED INVESTOR RIGHTS
AGREEMENT (this “Amendment”) made this 12th day of March, 2009 by and among TANGOE, INC., a Delaware corporation (the “Corporation”) and
THE INDIVIDUALS AND ENTITIES LISTED ON EXHIBIT
A ATTACHED HERETO (the “Purchasers”).


 


WHEREAS, the Corporation and the Purchasers are parties to
that certain Eighth Amended and Restated Investor Rights Agreement dated as of July 28,
2008 (the “Investor Rights Agreement”);


 


WHEREAS, the Investor Rights Agreement may be amended with
the written consent of the Company and the Purchasers, including Edison, North
Atlantic, Sevin Rosen and IGC, holding Shares representing at least 67% of the
voting power of all Shares held by Purchasers;


 


WHEREAS, the undersigned Purchasers represent at least 67%
of the voting power of all Shares held by the Purchasers, including Edison,
North Atlantic, Sevin Rosen and IGC;


 


NOW THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained in this Amendment, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:


 


1.                                      Certain Defined Terms.  Capitalized terms used and
not otherwise defined herein shall have the respective meanings ascribed to
them in the Investor Rights Agreement.


 


2.                                      Amendments to Agreement.  Effective upon the execution
of this Amendment, Sections 3.1(h)(IV) and 4.2(b)(IV) of the Investor
Rights Agreement are hereby each amended by increasing the number of shares of
Common Stock referenced in each such section from 21,428,102 to 23,428,102.


 


3.                                      Miscellaneous
Provisions.


 


(a)                                 General.  Except as amended hereby,
the Investor Rights Agreement shall continue in full force and effect.


 


(b)                                 Severability of Provisions.  If any one or more
provisions of this Amendment shall be declared invalid or unenforceable, the
same shall not affect the validity or enforceability of any other provisions of
this Amendment.


 


(c)                                  Governing Law.  This Amendment shall be
construed in accordance with, and the rights of the parties shall be governed
by, the laws of the State of Delaware.


 


(d)                                 Entire Agreement.  All prior understandings and
agreements between the parties hereto with respect to the transactions
contemplated hereby are merged in this Amendment, and this Amendment and the
Investor Rights Agreement, as amended hereby, reflect all the understandings
with respect to such transactions.


 

















 


(e)                                  Counterparts.  This Amendment may be
executed in counterparts and delivered via facsimile or other electronic means,
each of which when so executed and delivered shall constitute a complete and
original instrument but all of which together shall constitute one and the same
agreement, and it shall not be necessary when making proof of this Amendment or
any counterpart thereof to account for any other counterpart.


 


(f)                                   Effectiveness.  This Amendment shall be effective upon the
receipt by the Corporation of an executed signature page from holders of
at least 67% of the voting power of all Shares held by the Purchasers,
including Edison, North Atlantic, Sevin Rosen and IGC.


 


[Remainder of Page Blank.  Signature Page Follows]


 

















 


IN WITNESS WHEREOF, each party hereto has
caused this Amendment to be duly executed the day and year first above written.


 


	
   

  	
  TANGOE,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Albert R. Subbloie

  
	
   

  	
   

  	
  Name:
  Albert R. Subbloie, Jr.

  
	
   

  	
   

  	
  Title:
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PURCHASERS:

  
	
   

  	
   

  
	
   

  	
  EDISON
  VENTURE FUND IV, L.P.

  
	
   

  	
   

  
	
   

  	
  By
  its General Partner

  
	
   

  	
   

  
	
   

  	
  EDISON
  PARTNERS IV

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gary P.Golding

  
	
   

  	
  Name:

  	
  Gary
  P. Golding

  
	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EDISON
  VENTURE FUND IV SBIC, L.P.

  
	
   

  	
   

  
	
   

  	
  By
  its General Partner

  
	
   

  	
   

  
	
   

  	
  EDISON
  PARTNERS IV

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gary P. Golding

  
	
   

  	
  Name:

  	
  Gary
  P. Golding

  
	
   

  	
  Title:

  	
  General
  Partner

  



 


[Signature
Page to Eighth Amended and Restated


Investor
Rights Agreement]


 

















 


	
   

  	
  AXIOM
  VENTURE PARTNERS III, L.P.

  
	
   

  	
  By
  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AXIOM
  VENTURE ASSOCIATES, L.P.

  
	
   

  	
  By
  its General Partner

  
	
   

  	
   

  
	
   

  	
  AXIOM
  VENTURE ADVISORS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Alan Mendelson

  
	
   

  	
  Name:

  	
  Alan
  Mendelson

  
	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Kenneth
  Spitzbard

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Steven
  Shwartz

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Gregory
  Burkus

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Christopher
  T. Fraser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Scott
  Douglas Porter

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BARD
  FINANCIAL SERVICES, INC.,

  
	
   

  	
  PROFIT
  SHARING PLAN

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Kenneth
  Spitzbard

  
	
   

  	
  Title:

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  David
  Toole

  



 


[Signature
Page to Eighth Amended and Restated


Investor
Rights Agreement]


 

















 


	
   

  	
  HO2.1
  FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel T. Owen

  
	
   

  	
  Name:

  	
  Daniel
  T. Owen

  
	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HO2.1
  AFFILIATES FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel T. Owen

  
	
   

  	
  Name:

  	
  Daniel
  T. Owen

  
	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HO2.1
  ANNEX FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel T. Owen

  
	
   

  	
  Name:

  	
  Daniel
  T. Owen

  
	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JACQUES
  MANAGEMENT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Kevin
  Jacques

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KAUFMAN
  FAMILY LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Cynthia
  Reidy

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Timothy
  Reidy

  



 


[Signature
Page to Eighth Amended and Restated


Investor
Rights Agreement]


 

















 


	
   

  	
  NORTH
  ATLANTIC VENTURE FUND III, A LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  North
  Atlantic Investors III, L.L.C.,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David M. Coit

  
	
   

  	
  Name:

  	
  David
  M. Coit

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NORTH
  ATLANTIC SBIC IV, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  North
  Atlantic Investors III, L.L.C.,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David M. Coit

  
	
   

  	
  Name:

  	
  David
  M. Coit

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  INVESTOR
  GROWTH CAPITAL LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lisa Crawford

  
	
   

  	
  Name:

  	
  Lisa
  Crawford

  
	
   

  	
  Title:

  	
  ‘A’
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert de Heus

  
	
   

  	
  Name:

  	
  Robert
  de Heus

  
	
   

  	
  Title:

  	
  B-Director

  
	
   

  	
   

  	
   

  
	
   

  	
  INVESTOR
  GROUP, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  INVESTOR
  GROUP G.P., LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lisa Crawford

  
	
   

  	
  Name:

  	
  Lisa
  Crawford

  
	
   

  	
  Title:

  	
  ‘A’
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert de Heus

  
	
   

  	
  Name:

  	
  Robert
  de Heus

  
	
   

  	
  Title:

  	
  B-Director

  



 


[Signature
Page to Eighth Amended and Restated


Investor
Rights Agreement]


 














 


	
   

  	
  SEVIN
  ROSEN FUND VI L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SRB
  Associates VI L.P.

  
	
   

  	
   

  	
  Its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John V. Jaggers

  
	
   

  	
   

  	
  Name:

  	
  John
  V. Jaggers

  
	
   

  	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SEVIN
  ROSEN VI AFFILIATES FUND L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SRB
  Associates VI L.P.

  
	
   

  	
   

  	
  Its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John V. Jaggers

  
	
   

  	
   

  	
  Name:

  	
  John
  V. Jaggers

  
	
   

  	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SEVIN
  ROSEN BAYLESS MANAGEMENT COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John V. Jaggers

  
	
   

  	
   

  	
  Name:

  	
  John
  V. Jaggers

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SEVIN
  ROSEN FUND VIII L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SRB
  Associates VIII L.P.

  
	
   

  	
   

  	
  Its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John V. Jaggers

  
	
   

  	
   

  	
  Name:

  	
  John
  V. Jaggers

  
	
   

  	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SEVIN
  ROSEN VIII AFFILIATES FUND L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SRB
  Associates VIII L.P.

  
	
   

  	
   

  	
  Its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John V. Jaggers

  
	
   

  	
   

  	
  Name:

  	
  John
  V. Jaggers

  
	
   

  	
   

  	
  Title:

  	
  General
  Partner

  



 


[Signature
Page to Eighth Amended and Restated


Investor
Rights Agreement]


 

















 


Exhibit A


 


List of Purchasers


 


	
  Name and Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  North
  Atlantic Venture Fund III, L.P. 

  Two City Center 

  Portland, ME 04101 

  Attention: David Coit

  	
   

  	
  Albert
  R. Subbloie, Jr. 

  11 Bunker Hill Road 

  Woodbridge, CT  06525

  
	
   

  	
   

  	
   

  
	
  with
  a copy to:

  Nixon Peabody LLP 

  100 Summer Street 

  Boston, MA  02110 

  Attention: David Martland, Esq.

  	
   

  	
  Joseph
  M. Goldberg 

  130 Renee’s Way 

  Guilford, CT 06437

  

  Gregory Burkus 

  262 Country Drive 

  Weston, MA  02493

  
	
   

  	
   

  	
   

  
	
  Edison
  Venture Fund IV SBIC, L.P. 

  8270 Greensboro Drive 

  Suite 850 

  McLean, VA  22102

  	
   

  	
  David
  Toole

  23 Roaring Brook Lane.

  Shelton, CT  06484

  
	
   

  	
   

  	
   

  
	
  with
  a copy to:



  Wilmer
  Cutler Pickering Hale and Dorr LLP 

  1600 Tysons Blvd., Suite 1000 

  McLean, Virginia 22102 

  Attention: Gregory J. Ewald, Esq.

  	
   

  	
  Leonard
  J. Goldberg 

  173 Old Salt Works Road 

  Westbrook, CT  06498

  

  Christopher T. Fraser 

  4608 Palencia Drive 

  Fort Worth, Texas 76126

  
	
   

  	
   

  	
   

  
	
  Edison
  Venture Fund IV, L.P. 

  8270 Greensboro Drive 

  Suite 850 

  McLean, VA  22102

  	
   

  	
  Stephano
  Kim

  11 Summerhouse Hill

  Holmdel, NJ  07733

  
	
   

  	
   

  	
   

  
	
  with
  a copy to:



  Wilmer
  Cutler Pickering Hale and Dorr LLP 

  1600 Tysons Blvd., Suite 1000 

  McLean, Virginia 22102 

  Attention: Gregory J. Ewald, Esq.

  	
   

  	
  Kenneth
  Spitzbard

  560 Silver Sands Rd. #411

  East Haven, CT  06512

  

  Gary R. Martino 

  70 Penny Lane 

  Woodbridge, CT  06525

  
	
   

  	
   

  	
   

  
	
  Bard
  Financial Services, Inc, Profit Sharing Plan 

  375 Morgan Lane #108 

  West Haven, CT  06516

  	
   

  	
  Chris
  DeBenedictus 

  6 Autumn Ridge Road

  Branford, CT  06405

  



 

















 


	
  Steven
  Shwartz 

  5 Emerald Lane 

  Woodbridge, CT  06525

  	
   

  	
  Charles
  Gamble

  69 Richard Sweet Drive

  Woodbridge, CT  06525

  
	
   

  	
   

  	
   

  
	
  Jay
  Steinberg & Melanie Steinberg

  (as Joint Tenants with rights of survivorship)

  275 Laurel Lane

  Laurel Hollow, NY  11791

  	
   

  	
  Andrew
  Esposito 

  319 Bartlett Drive 

  Madison, CT  06443

  
	
   

  	
   

  	
   

  
	
  Victor
  Nesi

  52 Allwood Road

  Darien, CT  06820

  	
   

  	
  Paul
  Schmidt

  230 Catherine Drive

  Rocky Hill, CT  06067

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Scott
  Douglas Porter 

  36 Silent Grove North 

  Westport, CT 06880

  
	
   

  	
   

  	
   

  
	
  Rae
  Ko Fairfield

  251 Fern Ridge 

  Ladenberg, PA  19350

  	
   

  	
  David
  Eldredge 

  45 Indian Trail 

  Woodbridge, CT  06525

  
	
   

  	
   

  	
   

  
	
  Jon
  M. Gassett 

  635 South Road 

  Lisle, Illinois 60532

  	
   

  	
  Aaron
  Konecky

  706 Old Indian Mill Rd.

  Tabernacle, NJ  08088

  
	
   

  	
   

  	
   

  
	
  Axiom
  Venture Partners III LP 

  CityPlace II – 17th Floor 

  185 Asylum Street 

  Hartford, CT 06103

  	
   

  	
  David
  Berten

  c/o Competition Law Group 

  120 S. State Street, Suite 300 

  Chicago, IL 60603

  
	
   

  	
   

  	
   

  
	
  Charles
  H. Cash 

  3457 Amherst 

  Dallas, Texas  75225

  	
   

  	
  Harvey
  B. Cash

  13455 Noel Road, Suite 1670

  Dallas, Texas  75240

  
	
   

  	
   

  	
   

  
	
  Convergent Investors VI, L.P. 

  111 Congress Avenue, Suite 3000 

  Austin, Texas 78701

  	
   

  	
  CVF,
  LLC

  c/o Henry Crown & Company 

  222 N. LaSalle Street 

  Chicago, IL 60601

  
	
   

  	
   

  	
   

  
	
  G&H
  Partners, L.P. 

  155 Constitution Drive 

  Menlo Park, California  94025

  	
   

  	
  Dennis
  Gorman

  13455 Noel Road, Suite 1670

  Dallas, Texas  75240

  



 

















 


	
  HO2.1
  Fund, L.P. 

  HO2.1 Affiliates Fund, L.P. 

  HO2.1 Annex Fund, L.P. 

  13455 Noel Road, Suite 1670 

  Dallas, Texas  75240

  	
   

  	
  Jacques
  Management, LLC 

  14601 Waterview Circle 

  Addison, Texas  75001

  
	
   

  	
   

  	
   

  
	
  Investor
  Group, L.P. 

  Canada Court, Upland Road 

  St. Peter Port, Guernsey GY1 3BQ 

  Channel Islands

  	
   

  	
  Investor
  Growth Capital Limited 

  Canada Court, Upland Road 

  St. Peter Port, Guernsey GYI 3BQ 

  Channel Islands

  
	
   

  	
   

  	
   

  
	
  copy
  to:

  	
   

  	
  copy
  to:

  
	
   

  	
   

  	
   

  
	
  Noah
  Walley 

  630 Fifth Avenue

  New York, NY 10111

  	
   

  	
  Noah
  Walley 

  630 Fifth Avenue 

  New York, NY 10111

  
	
   

  	
   

  	
   

  
	
  Kaufman
  Family LLC 

  c/o Henry Kaufman & Co. 

  660 Madison Avenue, 15th Floor 

  New York, New York  10021

  	
   

  	
  Cynthia
  and Timothy Reidy 

  4011 Los Aribas Drive 

  Lafayette, California 94549-2710

  
	
   

  	
   

  	
   

  
	
  Paul
  F. and Elizabeth T. Reidy 

  c/o PixelWorks 

  7700 SW Mohawk Street 

  Tualatin, Oregon 97062-8120

  	
   

  	
  John
  P. Reidy

  445 W. Fullerton Avenue

  Elmhurst, Illinois 60126

  
	
   

  	
   

  	
   

  
	
  James
  F. Rhodes 

  81 Pascal Lane 

  Austin, Texas 78746

  	
   

  	
  Sevin
  Rosen Fund VI L.P.

  Sevin Rosen VI Affiliates Fund L.P.

  Sevin Rosen Bayless Management Company 

  Sevin Rosen Fund VIII, L.P.

  Sevin Rosen VIII Affiliates Fund, L.P.

  c/o The Sevin Rosen Funds

  13455 Noel Road, Suite 1670

  Dallas, Texas  75240

  
	
   

  	
   

  	
   

  
	
  James
  A. Star

  c/o Henry Crown & Company 

  222 N. LaSalle Street 

  Chicago, Illinois 60601

  	
   

  	
  Tarrant
  Venture Partners, L.P. 

  301 Commerce Street, Suite 3300 

  Fort Worth, Texas  76102

  
	
   

  	
   

  	
   

  
	
  Teachers
  Insurance and Annuity Association of America

  730 Third Ave.

  New York, NY 10017

  	
   

  	
  Venture
  Lending & Leasing IV, LLC

  2010 North First Street, Suite 310

  San Jose, California 95131

  



 

















 


	
  VentureLink
  Partners, LP

  13455 Noel Road, Suite 1710 

  Dallas, Texas 75240

  	
   

  	
  Vertex
  Partners, L.P. 

  c/o Henry Kaufman & Co. 

  660 Madison Avenue, 15th Floor

  New York, New York  10021

  



 

















 


SECOND AMENDMENT TO EIGHTH 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT


 


THIS SECOND AMENDMENT TO EIGHTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Amendment”)
made this 15th day of October, 2009 by and among TANGOE, INC.,
a Delaware corporation (the “Corporation”) and THE
INDIVIDUALS AND ENTITIES LISTED ON EXHIBIT A ATTACHED HERETO
(the “Purchasers”).


 


WHEREAS, the Corporation and the Purchasers are parties to
that certain Eighth Amended and Restated Investor Rights Agreement dated as of July 28,
2008 (the “Investor Rights Agreement”);


 


WHEREAS, the Investor Rights Agreement may be amended with
the written consent of the Company and the Purchasers, including Edison, North
Atlantic, Sevin Rosen and IGC, holding Shares representing at least 67% of the
voting power of all Shares held by Purchasers;


 


WHEREAS, the undersigned Purchasers represent at least 67%
of the voting power of all Shares held by the Purchasers, including Edison,
North Atlantic, Sevin Rosen and IGC;


 


NOW THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained in this Amendment, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:


 


1.                                       Certain
Defined Terms.  Capitalized
terms used and not otherwise defined herein shall have the respective meanings
ascribed to them in the Investor Rights Agreement.


 


2.                                      Amendments
to Agreement.


 


(a)                                  The definition
of “Warrants” set forth in Section 1 of the Investor Rights Agreement is
hereby amended by adding the following clause to the end of that definition:


 


“and
(ix) that certain warrant to purchase Common Stock issued to International
Business Machines Corporation in September, 2009 (the “IBM Warrant”).


 


(b)                                 The rights of
the Qualified Purchasers under Section 3.1 of the Investor Rights
Agreement shall not apply to the IBM Warrant.


 


(c)                                  The Purchasers
hereby consent to the Joinder to the IRA in the form attached to this Consent
as Exhibit B.


 


3.                                       Miscellaneous
Provisions.


 


(a)                                  General.  Except as amended hereby, the Investor Rights
Agreement shall continue in full force and effect.


 

















 


(b)                                 Sever ability
of Provisions.  If any one
or more provisions of this Amendment shall be declared invalid or
unenforceable, the same shall not affect the validity or enforceability of any
other provisions of this Amendment.


 


(c)                                  Governing Law.  This Amendment shall be construed in
accordance with, and the rights of the parties shall be governed by, the laws
of the State of Delaware.


 


(d)                                 Entire
Agreement.  All prior
understandings and agreements between the parties hereto with respect to the
transactions contemplated hereby are merged in this Amendment, and this
Amendment and the Investor Rights Agreement, as amended hereby, reflect all the
understandings with respect to such transactions.


 


(e)                                  Counterparts.  This Amendment may be executed in
counterparts and delivered via facsimile or other electronic means, each of
which when so executed and delivered shall constitute a complete and original
instrument but all of which together shall constitute one and the same
agreement, and it shall not be necessary when making proof of this Amendment or
any counterpart thereof to account for any other counterpart.


 


(f)                                    Effectiveness.  This Amendment shall be effective upon the
receipt by the Corporation of an executed signature page from holders of
at least 67% of the voting power of all Shares held by the Purchasers,
including Edison, North Atlantic, Sevin Rosen and IGC.


 


[Remainder of Page Blank. 
Signature Page Follows]


 

















 


IN WITNESS WHEREOF, each party hereto has
caused this Amendment to be duly executed the day and year first above written.


 


	
   

  	
  TANGOE,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Albert R. Subbloie, Jr.

  
	
   

  	
   

  	
  Name:

  	
  Albert
  R. Subbloie, Jr.

  
	
   

  	
   

  	
  Title:

  	
  President,
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  PURCHASERS:

  
	
   

  	
   

  
	
   

  	
  EDISON
  VENTURE FUND IV, L.P.

  
	
   

  	
   

  
	
   

  	
  By
  its General Partner

  
	
   

  	
   

  
	
   

  	
  EDISON
  PARTNERS IV

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gary P. Golding

  
	
   

  	
  Name:

  	
  Gary
  P. Golding

  
	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  EDISON
  VENTURE FUND IV SBIC, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  EDISON
  PARTNERS IV

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gary P. Golding

  
	
   

  	
  Name:

  	
  Gary
  P. Golding

  
	
   

  	
  Title:

  	
  General
  Partner

  



 


[Signature
Page to Second Amendment to Eighth Amended and Restated


Investor
Rights Agreement]


 

















 


	
   

  	
  NORTH
  ATLANTIC VENTURE FUND in, A LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  North
  Atlantic Investors III, L.L.C.,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David M. Coit

  
	
   

  	
  Name:

  	
  David
  M. Coit

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  NORTH
  ATLANTIC SBIC IV, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  North
  Atlantic Investors SBIC.IV, L.L.C.,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David M. Coit

  
	
   

  	
  Name:

  	
  David
  M. Coit

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  INVESTOR
  GROWTH CAPITAL LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lisa Barnett

  
	
   

  	
  Name:

  	
  Lisa
  Barnett

  
	
   

  	
  Title:

  	
  ‘A’
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert de Heus

  
	
   

  	
  Name:

  	
  Robert
  de Heus

  
	
   

  	
  Title:

  	
  B-Director

  
	
   

  	
   

  	
   

  
	
   

  	
  INVESTOR
  GROUP, L.P.

  
	
   

  	
   

  
	
   

  	
  By
  its General Partner

  
	
   

  	
   

  
	
   

  	
  INVESTOR
  GROUP G.P., LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dr. A. Honerwadel

  
	
   

  	
  Name:

  	
  Dr.
  A. Honerwadel

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert de Heus

  
	
   

  	
  Name:

  	
  Robert
  de Heus

  
	
   

  	
  Title:

  	
  B-Director

  



 


[Signature
Page to Second Amendment to Eighth Amended an Restated


Investor
Rights Agreement]


 














 


	
   

  	
  SEVIN
  ROSEN FUND VI L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SRB
  Associates VI L.P.

  
	
   

  	
   

  	
  Its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John V. Jaggers

  
	
   

  	
   

  	
  Name:

  	
  John
  V. Jaggers

  
	
   

  	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  SEVIN
  ROSEN VI AFFILIATES FUND L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SRB
  Associates VI L.P.

  
	
   

  	
   

  	
  Its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John V. Jaggers

  
	
   

  	
   

  	
  Name:

  	
  John
  V. Jaggers

  
	
   

  	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  SEVIN
  ROSEN BAYLESS MANAGEMENT  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John V. Jaggers

  
	
   

  	
   

  	
  Name:

  	
  John
  V. Jaggers

  
	
   

  	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  SEVIN
  ROSEN FUND VIII L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SRB
  Associates VIII L.P.

  
	
   

  	
   

  	
  Its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John V. Jaggers

  
	
   

  	
   

  	
  Name:

  	
  John
  V. Jaggers

  
	
   

  	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  SEVIN
  ROSEN VIII AFFILIATES FUND L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SRB
  Associates VIII L.P.

  
	
   

  	
   

  	
  Its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John V. Jaggers

  
	
   

  	
   

  	
  Name:

  	
  John
  V. Jaggers

  
	
   

  	
   

  	
  Title:

  	
  General
  Partner

  



 


[Signature
Page to Second Amendment to Eighth Amended an Restated


Investor
Rights Agreement]


 

















 


	
   

  	
  SEVIN
  ROSEN FUND VI L.P., as proxy for the Holders set forth on Exhibit C
  hereto

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SRB
  Associates VI L.P.

  
	
   

  	
   

  	
  Its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John V. Jaggers

  
	
   

  	
   

  	
  Name:

  	
  John
  V. Jaggers

  
	
   

  	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  AXIOM
  VENTURE PARTNERS HI, L.P.

  
	
   

  	
  By
  its General Partner

  
	
   

  	
   

  
	
   

  	
  AXIOM VENTURE ASSOCIATES, L.P.

  
	
   

  	
  By
  its General Partner

  
	
   

  	
   

  
	
   

  	
  AXIOM
  VENTURE ADVISORS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Alan
  Mendelson

  
	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Steven
  Shwartz

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Gregory
  Burkus

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Christopher
  T. Fraser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Scott
  Doualas Porter

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  David
  Toole

  



 


[Signature
Page to Second Amendment to Eighth Amended an Restated


Investor
Rights Agreement]


 

















 


	
   

  	
  HO2.1
  FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel T. Owen

  
	
   

  	
  Name:

  	
  /s/
  Daniel T. Owen

  
	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  HO2.1
  AFFILIATES FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel T. Owen

  
	
   

  	
  Name:

  	
  /s/
  Daniel T. Owen

  
	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  HO2.1
  ANNEX FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel T. Owen

  
	
   

  	
  Name:

  	
  /s/
  Daniel T. Owen

  
	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  JACQUES
  MANAGEMENT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Kevin
  Jacques

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KAUFMAN
  FAMILY LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Cynthia
  Reidy

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Timothy
  Reidy

  



 


[Signature
Page to Second Amendment to Eighth Amended an Restated


Investor
Rights Agreement]


 

















 


Exhibit A


 


List of Purchasers


 


	
  Name and Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  North
  Atlantic Venture Fund III, L.P. 

  Two City Center 

  Portland, ME 04101 

  Attention: David Coit

  	
   

  	
  Albert
  R. Subbloie, Jr. 

  11 Bunker Hill Road 

  Woodbridge, CT  06525

  
	
   

  	
   

  	
   

  
	
  with
  a copy to:

  Nixon Peabody LLP 

  100 Summer Street 

  Boston, MA  02110 

  Attention: David Martland, Esq.

  	
   

  	
  Joseph
  M. Goldberg 

  130 Renee’s Way 

  Guilford, CT 06437

  

  Gregory Burkus 

  262 Country Drive 

  Weston, MA  02493

  
	
   

  	
   

  	
   

  
	
  Edison
  Venture Fund IV SBIC, L.P. 

  8270 Greensboro Drive 

  Suite 850 

  McLean, VA  22102

  	
   

  	
  David
  Toole

  23 Roaring Brook Lane.

  Shelton, CT  06484

  
	
   

  	
   

  	
   

  
	
  with
  a copy to:



  Wilmer
  Cutler Pickering Hale and Dorr LLP 

  1600 Tysons Blvd., Suite 1000 

  McLean, Virginia 22102 

  Attention: Gregory J. Ewald, Esq.

  	
   

  	
  Leonard
  J. Goldberg 

  173 Old Salt Works Road 

  Westbrook, CT  06498

  

  Christopher T. Fraser 

  4608 Palencia Drive 

  Fort Worth, Texas 76126

  
	
   

  	
   

  	
   

  
	
  Edison
  Venture Fund IV, L.P. 

  8270 Greensboro Drive 

  Suite 850 

  McLean, VA  22102

  	
   

  	
  Stephano
  Kim

  11 Summerhouse Hill

  Holmdel, NJ  07733

  
	
   

  	
   

  	
   

  
	
  with
  a copy to:



  Wilmer
  Cutler Pickering Hale and Dorr LLP 

  1600 Tysons Blvd., Suite 1000 

  McLean, Virginia 22102 

  Attention: Gregory J. Ewald, Esq.

  	
   

  	
  Kenneth
  Spitzbard

  560 Silver Sands Rd. #411

  East Haven, CT  06512

  

  Gary R. Martino 

  70 Penny Lane 

  Woodbridge, CT  06525

  
	
   

  	
   

  	
   

  
	
  Bard
  Financial Services, Inc, Profit Sharing Plan 

  375 Morgan Lane #108 

  West Haven, CT  06516

  	
   

  	
  Chris
  DeBenedictus 

  6 Autumn Ridge Road

  Branford, CT  06405

  



 

















 


	
  Steven
  Shwartz 

  5 Emerald Lane 

  Woodbridge, CT  06525

  	
   

  	
  Charles
  Gamble

  69 Richard Sweet Drive

  Woodbridge, CT  06525

  
	
   

  	
   

  	
   

  
	
  Jay
  Steinberg & Melanie Steinberg

  (as Joint Tenants with rights of survivorship)

  275 Laurel Lane

  Laurel Hollow, NY  11791

  	
   

  	
  Andrew
  Esposito 

  319 Bartlett Drive 

  Madison, CT  06443

  
	
   

  	
   

  	
   

  
	
  Victor
  Nesi

  52 Allwood Road

  Darien, CT  06820

  	
   

  	
  Paul
  Schmidt

  230 Catherine Drive

  Rocky Hill, CT  06067

  

  Scott Douglas Porter 

  36 Silent Grove North 

  Westport, CT  06880

  
	
   

  	
   

  	
   

  
	
  Rae
  Ko Fairfield

  251 Fern Ridge 

  Ladenberg, PA  19350

  	
   

  	
  David
  Eldredge 

  45 Indian Trail 

  Woodbridge, CT  06525

  
	
   

  	
   

  	
   

  
	
  Jon
  M. Gassett 

  635 South Road 

  Lisle, Illinois  60532

  	
   

  	
  Aaron
  Konecky

  706 Old Indian Mill Rd.

  Tabernacle, NJ  08088

  
	
   

  	
   

  	
   

  
	
  Axiom
  Venture Partners III LP 

  CityPlace II – 17th Floor 

  185 Asylum Street 

  Hartford, CT 06103

  	
   

  	
  David
  Berten

  c/o Competition Law Group 

  120 S. State Street, Suite 300 

  Chicago, IL 60603

  
	
   

  	
   

  	
   

  
	
  Charles
  H. Cash 

  3457 Amherst 

  Dallas, Texas  75225

  	
   

  	
  Harvey
  B. Cash

  13455 Noel Road, Suite 1670

  Dallas, Texas  75240

  

  CVF, LLC

  c/o Henry Crown & Company 

  222 N. LaSalle Street 

  Chicago, IL 60601

  
	
   

  	
   

  	
   

  
	
  G&H
  Partners, L.P. 

  155 Constitution Drive 

  Menlo Park, California  94025

  	
   

  	
  Dennis
  Gorman

  13455 Noel Road, Suite 1670

  Dallas, Texas  75240

  



 

















 


	
  HO2.1
  Fund, L.P. 

  HO2.1 Affiliates Fund, L.P. 

  HO2.1 Annex Fund, L.P. 

  13455 Noel Road, Suite 1670 

  Dallas, Texas  75240

  	
   

  	
  Jacques
  Management, LLC 

  14601 Waterview Circle 

  Addison, Texas  75001

  
	
   

  	
   

  	
   

  
	
  Investor
  Group, L.P. 

  Canada Court, Upland Road 

  St. Peter Port, Guernsey GY1 3BQ 

  Channel Islands

  	
   

  	
  Investor
  Growth Capital Limited 

  Canada Court, Upland Road 

  St. Peter Port, Guernsey GYI 3BQ 

  Channel Islands

  
	
   

  	
   

  	
   

  
	
  copy
  to:

  	
   

  	
  copy
  to:

  
	
   

  	
   

  	
   

  
	
  Noah
  Walley 

  630 Fifth Avenue

  New York, NY 10111

  	
   

  	
  Noah
  Walley 

  630 Fifth Avenue 

  New York, NY 10111

  
	
   

  	
   

  	
   

  
	
  Kaufman
  Family LLC 

  c/o Henry Kaufman & Co. 

  660 Madison Avenue, 15th Floor 

  New York, New York  10021

  	
   

  	
  Cynthia
  and Timothy Reidy 

  4011 Los Aribas Drive 

  Lafayette, California 94549-2710

  
	
   

  	
   

  	
   

  
	
  Paul
  F. and Elizabeth T. Reidy 

  c/o PixelWorks 

  7700 SW Mohawk Street 

  Tualatin, Oregon 97062-8120

  	
   

  	
  John
  P. Reidy

  445 W. Fullerton Avenue

  Elmhurst, Illinois 60126

  
	
   

  	
   

  	
   

  
	
  James
  F. Rhodes 

  81 Pascal Lane 

  Austin, Texas 78746

  	
   

  	
  Sevin
  Rosen Fund VI L.P.

  Sevin Rosen VI Affiliates Fund L.P.

  Sevin Rosen Bayless Management Company 

  Sevin Rosen Fund VIII, L.P.

  Sevin Rosen VIII Affiliates Fund, L.P.

  c/o The Sevin Rosen Funds

  13455 Noel Road, Suite 1670

  Dallas, Texas  75240

  
	
   

  	
   

  	
   

  
	
  James
  A. Star

  c/o Henry Crown & Company 

  222 N. LaSalle Street 

  Chicago, Illinois 60601

  	
   

  	
  Tarrant
  Venture Partners, L.P. 

  301 Commerce Street, Suite 3300 

  Fort Worth, Texas  76102

  
	
   

  	
   

  	
   

  
	
  Teachers
  Insurance and Annuity Association of America

  730 Third Ave.

  New York, NY 10017

  	
   

  	
  Venture
  Lending & Leasing IV, LLC

  2010 North First Street, Suite 310

  San Jose, California 95131

  



 

















 


	
  VentureLink
  Partners, LP

  13455 Noel Road, Suite 1710 

  Dallas, Texas 75240

  	
   

  	
  Vertex
  Partners, L.P. 

  c/o Henry Kaufman & Co. 

  660 Madison Avenue, 15th Floor

  New York, New York  10021

  
	
   

  	
   

  	
   

  
	
  Barnett
  L. Gershen

  	
   

  	
  Nuevo
  Capital Partners, L.P.

  
	
   

  	
   

  	
   

  
	
  Brian
  R. Smith

  	
   

  	
  Ram
  Funds Ltd.

  
	
   

  	
   

  	
   

  
	
  Bruce
  E. Pendleton Revocable Trust Bruce E. Pendleton, Trustee

  	
   

  	
  Richard
  R. Arnoldy

  
	
   

  	
   

  	
   

  
	
  Cedar
  Equities, LLC

  

  Covenant Foundation, Inc.

  	
   

  	
  Robert
  A. Shaheen

  Robert E. Kresko Revocable Trust DTD

  12.22.94

  
	
   

  	
   

  	
   

  
	
  Daniel
  H. Bathon, Jr.

  	
   

  	
  Spaulding
  Investment Limited Partnership

  
	
   

  	
   

  	
   

  
	
  Dave
  Ford

  	
   

  	
  ST
  Investments Limited Partnership

  
	
   

  	
   

  	
   

  
	
  David
  L. Hatton

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  David
  M. Weekley

  	
   

  	
  Stephen
  J. Shaper

  The John Mansour Family Limited

  Partnership

  
	
   

  	
   

  	
   

  
	
  David
  Weekley Family Foundation

  	
   

  	
  Thomas
  Bailey

  
	
   

  	
   

  	
   

  
	
  Gary
  W and Lydia G Junek

  	
   

  	
  Thomas
  W. Lyles Jr.

  
	
   

  	
   

  	
   

  
	
  Geejohn
  LLC

  	
   

  	
  William
  R. Camp

  
	
   

  	
   

  	
   

  
	
  Geoffrey
  B. Hoese

  	
   

  	
  Z
  Start I, L.P.

  
	
   

  	
   

  	
   

  
	
  Henry
  James

  	
   

  	
  Nuevo
  Private Equities LP

  
	
   

  	
   

  	
   

  
	
  Hines
  Investment Holdings Limited Partnership

  	
   

  	
  Mission
  City Management Inc.  

  
	
   

  	
   

  	
   

  
	
  JDC
  Management, Inc.

  	
   

  	
  Middlemarch
  Capital Corporation

  
	
   

  	
   

  	
   

  
	
  JMM
  PHLP, Ltd.

  	
   

  	
  JAMA
  1 Ltd.  

  
	
   

  	
   

  	
   

  
	
  James
  P Wilson, individually

  	
   

  	
  Stephen
  Yurco

  
	
   

  	
   

  	
   

  
	
  Kenneth
  Rivera

  	
   

  	
  BF
  Private Capital, LP

  
	
   

  	
   

  	
   

  
	
  LLG
  Partners, Ltd.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Barnett
  L. Gershen

  	
   

  	
   

  



 

















 


EXHIBIT B


 


Form of Joinder


 














 


TANGOE, INC.


 


JOINDER AGREEMENT TO THE 

EIGHTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT


 


This
JOINDER AGREEMENT (this “Agreement”) is hereby entered into as of October 9,
2009 by and among Tangoe, Inc., a Delaware corporation (the “Company”) and
International Business Machines Corporation, a New York corporation (“IBM”).


 


RECITALS:


 


WHEREAS,
the Company and certain of its stockholders are parties to that certain Eighth
Amended and Restated Investor Rights Agreement, dated as of July 28, 2008,
as amended, attached hereto as Exhibit A (the “Investor Rights
Agreement”); and


 


WHEREAS,
IBM may acquire shares in the Company pursuant to that certain Warrant
Agreement, dated as of October 9, 2009 (the “Warrant Agreement”) pursuant
to which the Company has granted to IBM the right to purchase shares of the
Company’s Common Stock, par value $.0001 (the “Warrant Shares”); and


 


WHEREAS,
the Company and IBM desire that IBM have rights in connection with the Warrant
Shares under the Investor Rights Agreement.


 


NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:


 


1.                                      Joinder to
Investor Rights Agreement.  IBM
hereby joins and becomes party to the Investor Rights Agreement and shall be
deemed a “Purchaser” thereunder, and hereby agrees to be bound by all
obligations of a Purchaser pursuant to the Investor Rights Agreement, solely in
connection with the following sections of the Investor Rights Agreement:  (a) Section 2 excluding subsection
2.1(a); (b) Section 3; (c) Section 4.6; (d) Section 5
and (e) Section 6.  The Company
acknowledges and agrees that IBM shall be deemed a party to the Investor Rights
Agreement as a Purchaser thereunder for purposes of the foregoing sections of
the Investor Rights Agreement.


 


2.                                      Continuing
Effect.  Other than as modified in
accordance with the foregoing provision, the terms of the Investor Rights
Agreement remain in full force and effect.


 


3.                                      Counterparts;
Facsimile Signatures.  This
Agreement may be executed in any number of counterparts and delivered via
facsimile or other electronic means, each of which shall be deemed to be an
original, and all of which shall constitute one and the same document.


 


[Remainder of Page Intentionally Left Blank]


 

















 


IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the year
and date first set forth above.


 


	
   

  	
  IBM:

  
	
   

  	
   

  
	
   

  	
  INTERNATIONAL
  BUSINESS MACHINES CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Elias Mendoza

  
	
   

  	
   

  	
  Name:
  Elias Mendoza

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  TANGOE,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Albert R. Subbloie

  
	
   

  	
   

  	
  Name:
  Albert R. Subbloie

  
	
   

  	
   

  	
  Title:
  President & CEO

  



 


Signature
Page to Joinder


 

















 


EXHIBIT C


 


Holders that have granted a voting proxy to
Sevin Rosen Fund VI L.P.


 


Barnett
L. Gershen


Brian
R. Smith


Bruce
E. Pendleton Revocable Trust Bruce E. Pendleton, Trustee


Cedar
Equities, LLC


Covenant
Foundation, Inc.


Daniel
H. Bathon, Jr.


Dave
Ford


David
L. Hatton


David
M. Weekley


David
Weekley Family Foundation


Gary
W and Lydia G Junek


Geejohn
LLC


Geoffrey
B. Hoese


Henry
James


Hines
Investment Holdings Limited Partnership


JDC
Management, Inc.


JMM
PHLP, Ltd.


James
P Wilson, individually


Kenneth
Rivera


LLG
Partners, Ltd.


Nuevo
Capital Partners, L.P.


Ram
Funds Ltd.


Richard
R. Arnoldy


Robert
A. Shaheen


Robert
E. Kresko Revocable Trust DTD 12.22.94


Spaulding
Investment Limited Partnership


ST
Investments Limited Partnership


Stephen
J. Shaper


The
John Mansour Family Limited Partnership


Thomas
Bailey


 

















 


Thomas
W. Lyles Jr.


William
R. Camp


Z
Start I, LP.


Nuevo
Private Equities LP


Mission
City Management Inc,


Middlemarch
Capital Corporation


JAMA
1 Ltd.


Stephen
Yurco


BF
Private Capital, LP


 

















 


TANGOE, INC.


 


JOINDER AGREEMENT TO THE


EIGHTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT


 


This JOINDER AGREEMENT (this
“Agreement”) is hereby entered into as of April 14, 2010 by and between Tangoe, Inc.,
a Delaware corporation (the “Company”), and Venture Lending & Leasing
IV, LLC, a Delaware limited liability company (“Venture Lending”).


 


RECITALS:


 


WHEREAS, the Company and certain
of its stockholders are parties to that certain Eighth Amended and Restated
Investor Rights Agreement, dated as of July 28, 2008, as amended, attached
hereto as Exhibit A (the “Investor Rights Agreement”); and


 


WHEREAS, Venture Lending may
acquire shares in the Company pursuant to those two certain Warrants to
Purchase Shares of Preferred Stock, dated July 28, 2005 and June 7,
2006, originally issued by Traq Wireless, Inc. (“Traq”) and subsequently
assumed by the Company in connection with the acquisition of Traq by the
Company by way of merger (the “Traq Merger”) of Traq with an acquisition
subsidiary of the Company (the “Warrant Agreements”), pursuant to which Venture
Lending has the right to purchase shares of the Company’s Series 2
Convertible Preferred Stock, par value $.0001 per share (the “Warrant Shares”),
which Warrant Shares are convertible into shares of the Company’s Common Stock,
par value $.0001 per share; and


 


WHEREAS, Section 9 of
each of the Warrant Agreements grants to Venture Leasing certain piggy-back
registration rights by reference to that certain Amended and Restated Investor
Rights Agreement, dated as of July 22, 2005, among Traq and certain of its
stockholders (the “Traq IRA”); and


 


WHEREAS, in connection with
the Traq Merger, the Traq IRA terminated, and the Company and Venture Lending
now wish to substitute registration rights under the Investor Rights Agreement
for the registration rights set forth in Section 9 of the Warrant
Agreements and the Traq IRA.


 


NOW THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


 


1.                                      Joinder to
Investor Rights Agreement. 
Venture Lending hereby joins and becomes party to the Investor Rights
Agreement and shall be deemed a “Purchaser” thereunder, and hereby agrees to be
bound by all obligations of a Purchaser pursuant to the Investor Rights
Agreement, but solely in connection with Sections 2.2 through 2.11, inclusive,
and Sections 5 and 6 of the Investor Rights Agreement and any general
provisions and definitions related to such Sections, such that Venture Lending
will have incidental registration rights and agrees to the “lock up,”
indemnification, confidentiality and other related provisions set forth in such
Sections.  The Company acknowledges and
agrees that Venture Lending shall be deemed a party to the Investor Rights
Agreement as a Purchaser thereunder for purposes of the foregoing sections of
the Investor Rights Agreement.


 

















 


2.                                      Counterparts;
Facsimile Signatures.  This
Agreement may be executed in any number of counterparts and delivered via
facsimile or other electronic means, each of which shall be deemed to be an
original, and all of which shall constitute one and the same document.


 


[Remainder
of Page Intentionally Left Blank]


 


2

















 


IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the year
and date first set forth above.


 


 


	
   

  	
  VENTURE
  LENDING & LEASING IV, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Wanek

  
	
   

  	
   

  	
  Name:
  David Wanek

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TANGOE,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Albert R. Subbloie, Jr.

  
	
   

  	
   

  	
  Name:
  Albert R. Subbloie, Jr.

  
	
   

  	
   

  	
  Title:
  President and CEO

  



 

















 


EXHIBIT A


 


EIGHTH
AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT, AS AMENDED


 














 


THIRD AMENDMENT TO EIGHTH


AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT


 


THIS THIRD
AMENDMENT TO EIGHTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Amendment”) made this 16th day of April,
2010 by and among TANGOE, INC., a
Delaware corporation (the “Corporation”), and THE
INDIVIDUALS AND ENTITIES LISTED ON EXHIBIT A ATTACHED HERETO (the
“Purchasers”).


 


WHEREAS, the Corporation and the Purchasers are
parties to that certain Eighth Amended and Restated Investor Rights Agreement
dated as of July 28, 2008 as amended by that certain First Amendment to Eighth
Amended and Restated Investor Rights Agreement dated as of March 12, 2009 and
as most recently amended by that certain Second Amendment to Eighth Amended and
Restated Investor Rights Agreement dated as of October 15, 2009 (as amended,
the “Investor Rights Agreement”);


 


WHEREAS, the Investor Rights Agreement may be
amended with the written consent of the Company and the Purchasers, including
Edison, North Atlantic, Sevin Rosen and IGC, holding Shares representing at
least 67% of the voting power of all Shares held by Purchasers;


 


WHEREAS, the undersigned Purchasers represent at
least 67% of the voting power of all Shares held by the Purchasers, including
Edison, North Atlantic, Sevin Rosen and IGC;


 


NOW
THEREFORE, in
consideration of the premises and of the mutual covenants and agreements
contained in this Amendment, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:


 


1.                                      Certain Defined Terms. 
Capitalized terms used and not otherwise defined herein shall have the
respective meanings ascribed to them in the Investor Rights Agreement.


 


2.                                      Amendments to Agreement.


 


(a)                                  Sections 3.1(h)(iv) and 4.2(b)(iv) of the
Investor Rights Agreement are hereby each amended by increasing the number of
shares of Common Stock referenced in each such section from 23,428,102 to
27,329,856.


 


(b)                                 Section 4.16 of the Investor Rights
Agreement is hereby deleted in its entirety and replaced with the following:


 


“4.16       Termination of Covenants. 
All covenants of the Company contained in this Section 4 shall terminate
upon the earlier of the closing of a Company Sale or the closing of an Initial
Public Offering.”


 

















 


3.                                       Miscellaneous Provisions.


 


(a)       General.  Except as amended hereby, the Investor Rights
Agreement shall continue in full force and effect.


 


(b)       Severability of Provisions.  If any one or
more provisions of this Amendment shall be declared invalid or unenforceable,
the same shall not affect the validity or enforceability of any other
provisions of this Amendment.


 


(c)       Governing Law.  This Amendment
shall be construed in accordance with, and the rights of the parties shall be
governed by, the laws of the State of Delaware.


 


(d)       Entire Agreement.  All prior
understandings and agreements between the parties hereto with respect to the
transactions contemplated hereby are merged in this Amendment, and this
Amendment and the Investor Rights Agreement, as amended hereby, reflect all the
understandings with respect to such transactions.


 


(e)       Counterparts.  This Amendment
may be executed in counterparts and delivered via facsimile or other electronic
means, each of which when so executed and delivered shall constitute a complete
and original instrument but all of which together shall constitute one and the
same agreement, and it shall not be necessary when making proof of this
Amendment or any counterpart thereof to account for any other counterpart.


 


(f)        Effectiveness. 
This
Amendment shall be effective upon the receipt by the Corporation of an executed
signature page from holders of at least 67% of the voting power of all Shares
held by the Purchasers, including Edison, North Atlantic, Sevin Rosen and IGC.


 


[Remainder of Page Blank. Signature Page Follows]


 


2

















 


IN
WITNESS WHEREOF,
each party hereto has caused this Amendment to be duly executed the day and
year first above written.


 


	
   

  	
  TANGOE, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Albert R.
  Subbloie, Jr.

  
	
   

  	
   

  	
  Name: Albert R.
  Subbloie, Jr.

  
	
   

  	
   

  	
  Title: President and
  CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASERS:

  
	
   

  	
   

  
	
   

  	
  EDISON
  VENTURE FUND IV, L.P.

  
	
   

  	
   

  
	
   

  	
  By its
  General Partner

  
	
   

  	
   

  
	
   

  	
  EDISON
  PARTNERS IV

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Gary P. Golding

  
	
   

  	
  Name:

  	
  Gary P. Golding

  
	
   

  	
  Title: 

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EDISON
  VENTURE FUND IV SBIC, L.P.

  
	
   

  	
   

  
	
   

  	
  By its
  General Partner

  
	
   

  	
   

  
	
   

  	
  EDISON
  PARTNERS IV

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Gary P. Golding

  
	
   

  	
  Name:

  	
  Gary P. Golding

  
	
   

  	
  Title:

  	
  General Partner

  



 


[Signature Page to Third
Amendment to Eighth Amended and Restated


Investor Rights Agreement]


 

















 


	
   

  	
  NORTH ATLANTIC VENTURE FUND
  III, A LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  North Atlantic
  Investors III, L.L.C.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David M. Coit

  
	
   

  	
  Name:

  	
  David M. Coit

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORTH ATLANTIC SBIC IV, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  North Atlantic
  Investors SBIC IV, L.L.C.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David M. Coit

  
	
   

  	
  Name:

  	
  David M. Coit

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INVESTOR GROWTH CAPITAL LIMITED

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lisa Barnett

  
	
   

  	
  Name:

  	
  Lisa Barnett

  
	
   

  	
  Title:

  	
  ‘A’ Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dr. A. Hünerwadel

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  INVESTOR GROUP, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  IGVC LP, its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  INVESTOR GROUP GmbH,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert de Heus

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dr. A. Hünerwadel

  
	
   

  	
  Name:

  	
  Dr. A. Hünerwadel

  
	
   

  	
  Title:

  	
  Director

  



 


[Signature Page to Third
Amendment to Eighth Amended and Restated


Investor Rights
Agreement]


 

















 


	
   

  	
  SEVIN ROSEN FUND VI L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  SRB
  Associates VI L.P.

  
	
   

  	
   

  	
  Its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon W.
  Bayless

  
	
   

  	
   

  	
  Name: Jon
  W. Bayless

  
	
   

  	
   

  	
  Title:
  General Partner

  
	
   

  	
   

  
	
   

  	
  SEVIN
  ROSEN VI AFFILIATES FUND L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  SRB Associates VI L.P.

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon W.
  Bayless

  
	
   

  	
   

  	
  Name:
  Jon W. Bayless

  
	
   

  	
   

  	
  Title:
  General Partner

  
	
   

  	
   

  
	
   

  	
  SEVIN ROSEN BAYLESS MANAGEMENT COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon W.
  Bayless

  
	
   

  	
   

  	
  Name:
  Jon W. Bayless

  
	
   

  	
   

  	
  Title:
  General Partner

  
	
   

  	
   

  
	
   

  	
  SEVIN ROSEN FUND VIII, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  SRB
  Associates VIII L.P.

  
	
   

  	
   

  	
  Its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon W. Bayless

  
	
   

  	
   

  	
  Name:
  Jon W. Bayless

  
	
   

  	
   

  	
  Title:
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  SEVIN ROSEN VIII AFFILIATES
  FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  SRB
  Associates VIII L.P.

  
	
   

  	
   

  	
  Its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon W. Bayless

  
	
   

  	
   

  	
  Name:
  Jon W. Bayless

  
	
   

  	
   

  	
  Title:
  General Partner

  
	
   

  	
   

  
	
   

  	
  SEVIN ROSEN FUND VI L.P., as
  Proxy for the Purchasers Indicated on Exhibit A-1

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  SRB
  Associates VI L.P.

  
	
   

  	
   

  	
  Its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon W. Bayless

  
	
   

  	
   

  	
  Name:
  Jon W. Bayless

  
	
   

  	
   

  	
  Title:
  General Partner

  



 


[Signature Page to Third
Amendment to Eighth Amended and Restated


Investor Rights Agreement]


 

















 


	
   

  	
  AXIOM VENTURE PARTNERS III,
  L.P.

  
	
   

  	
  By its
  General Partner

  
	
   

  	
   

  
	
   

  	
  AXIOM
  VENTURE ASSOCIATES, L.P.

  
	
   

  	
  By its
  General Partner

  
	
   

  	
   

  
	
   

  	
  AXIOM VENTURE ADVISORS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alan Mendelson

  
	
   

  	
  Name: 

  	
  Alan Mendelson

  
	
   

  	
  Title: 

  	
  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Kenneth Spitzbard

  
	
   

  	
  Kenneth Spitzbard

  
	
   

  	
   

  
	
   

  	
  BARD FINANCIAL SERVICES, INC.,

  
	
   

  	
  PROFIT SHARING PLAN

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth Spitzbard,
  Trustee

  
	
   

  	
  Name: 

  	
  Kenneth Spitzbard

  
	
   

  	
  Title 

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Steven Shwartz 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Gregory Burkus 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Christopher T. Fraser 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Scott Douglas Porter 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  David Toole  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Joseph M. Goldberg

  



 


[Signature Page to Third
Amendment to Eighth Amended and Restated


Investor Rights
Agreement]


 

















 


	
   

  	
  /s/ Leonard J. Goldberg

  
	
   

  	
  Leonard J. Goldberg

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Jay Steinberg     /s/
  Melanie Steinberg

  
	
   

  	
  Jay Steinberg &
  Melanie Steinberg

  
	
   

  	
  (as Joint Tenants with
  rights of survivorship) 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Victor Nesi

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Albert R. Subbloie,

  
	
   

  	
  Albert R. Subbloie, Jr.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Stephano Kim

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Gary R. Martino

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Charles Gamble

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Andrew Esposito

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Paul Schmidt

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Rae Ko Fairfield

  
	
   

  	
  Rae Ko Fairfield

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Jon M. Gassett

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ David Eldredge

  
	
   

  	
  David Eldredge

  



 


[Signature Page to Third
Amendment to Eighth Amended and Restated


Investor Rights
Agreement]


 

















 


	
   

  	
   

  
	
   

  	
  Aaron Konecky

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Christopher DeBenedictis

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  David Berten

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Charles H. Cash

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Harvey B. Cash

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CVF, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  G&H PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


[Signature Page to Third
Amendment to Eighth Amended and Restated


Investor Rights
Agreement]


 














 




	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dennis Gorman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HO2.1 FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel T. Owen

  
	
   

  	
   

  	
  Name:

  	
  Daniel T. Owen

  
	
   

  	
   

  	
  Title:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HO2.1 AFFILIATES FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel T. Owen

  
	
   

  	
   

  	
  Name:

  	
  Daniel T. Owen

  
	
   

  	
   

  	
  Title:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HO2.1 ANNEX FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel T. Owen

  
	
   

  	
   

  	
  Name:

  	
  Daniel T. Owen

  
	
   

  	
   

  	
  Title:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JACQUES MANAGEMENT, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kevin Jacques

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KAUFMAN FAMILY LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cynthia Reidy

  






 


[Signature Page to Third
Amendment to Eighth Amended and Restated


Investor Rights
Agreement]


 

















 




	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Timothy Reidy

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Paul F. Reidy

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Elizabeth T. Reidy

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  John P. Reidy

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  James F. Rhodes

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  James A. Star

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TARRANT VENTURES PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TEACHERS INSURANCE AND ANNUITY
  ASSOCIATION OF AMERICA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VENTURE LENDING &
  LEASING IV, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Panda E.C. Hershey

  
	
   

  	
   

  	
  Name:

  	
  Panda E.C. Hershey

  
	
   

  	
   

  	
  Title:

  	
  Director

  






 


[Signature Page to Third
Amendment to Eighth Amended and Restated


Investor Rights
Agreement]


 

















 




	
   

  	
   

  	
  VENTURELINK PARTNERS, LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VERTEX PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INTERNATIONAL BUSINESS MACHINES
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INTERNODED, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Julie
  L. Palen, President

  






 


[Signature Page to Third
Amendment to Eighth Amended and Restated


Investor Rights
Agreement]


 

















 


Exhibit A


 


List of Purchasers


 


Name
and Address


 




	
  North Atlantic Venture
  Fund III, L.P.

  Two City Center

  Portland, ME 04101

  Attention: David Coit

  	
   

  	
  Albert R. Subbloie, Jr.

  10 Laurel Avenue

  Milford, CT 06460

  
	
   

  	
   

  	
  Joseph M. Goldberg

  
	
  North Atlantic SBIC IV,
  L.P.

  Two City Center

  Portland, ME 04101

  Attention: David Coit

  	
   

  	
  130 Renee’s Way

  Guilford, CT 06437

   

  Gregory Burkus

  
	
   

  	
   

  	
  262 Country Drive

  
	
  with
  a copy to:

  	
   

  	
  Weston, MA 02493

  
	
   

  	
   

  	
   

  
	
  Nixon
  Peabody LLP

  	
   

  	
   

  
	
  100
  Summer Street

  	
   

  	
  David Toole

  
	
  Boston,
  MA 02110

  	
   

  	
  23 Roaring Brook Lane

  
	
  Attention:
  David Martland, Esq.

  	
   

  	
  Shelton, CT  06484

  
	
   

  	
   

  	
   

  
	
  Edison Venture Fund IV
  SBIC, L.P.

  8270 Greensboro Drive

  Suite 850

  McLean, VA 22102

  	
   

  	
   

  Leonard J. Goldberg

  173 Old Salt Works Road

  Westbrook, CT 06498

  
	
   

  	
   

  	
   

  
	
  Edison Venture Fund IV,
  L.P.

  8270 Greensboro Drive

  Suite 850

  McLean, VA 22102

   

  with
  a copy to:

   

  Wilmer
  Cutler Pickering Hale and Dorr LLP

  1600
  Tysons Blvd., Suite 1000

  McLean,
  Virginia 22102

  Attention:
  Gregory J. Ewald, Esq.

  	
   

  	
  Christopher T. Fraser

  9448 Bella Terra Drive

  Fort Worth, Texas 76126

   

  Stephano Kim

  11 Summerhouse Hill

  Holmdel, NJ 07733

   

  Christopher
  DeBenedictis

  6 Autumn Ridge Road

  Branford, CT 06405

  
	
   

  	
   

  	
   

  
	
  Bard Financial
  Services, Inc, Profit Sharing Plan

  388 East Main Street

  Branford, CT 06405

  	
   

  	
  Kenneth Spitzbard

  388 East Main Street

  Branford, CT 06405

  






 

















 




	
  Steven Shwartz

  5 Emerald Lane

  Woodbridge, CT 06525

  	
   

  	
  Charles Gamble

  69 Richard Sweet Drive

  Woodbridge, CT 06525

  
	
   

  	
   

  	
   

  
	
  Jay
  Steinberg & Melanie Steinberg

  (as Joint Tenants with
  rights of survivorship)

  275 Laurel Lane

  Laurel Hollow, NY 11791

  	
   

  	
  Andrew Esposito

  319 Bartlett Drive

  Madison, CT 06443

   

  
	
   

  	
   

  	
   

  
	
  Victor Nesi

  1545 Fairfield Beach
  Road

  Fairfield, CT 06824

  	
   

  	
  Paul Schmidt

  230 Catherine Drive

  Rocky Hill, CT 06067

  
	
   

  	
   

  	
   

  
	
  Gary R. Martino

  70 Penny Lane

  Woodbridge, CT 06525

  	
   

  	
  Scott Douglas Porter

  36 Silent Grove North

  Westport, CT 06880

  
	
   

  	
   

  	
   

  
	
  Rae Ko Fairfield

  251 Fern Ridge

  Ladenberg, PA 19350

  	
   

  	
  David Eldredge

  45 Indian Trail

  Woodbridge, CT 06525

  
	
   

  	
   

  	
   

  
	
  Jon M. Gassett

  635 South Road

  Lisle, Illinois 60532

  	
   

  	
  Aaron Konecky

  706 Old Indian Mill Rd.

  Tabernacle, NJ 08088

  
	
   

  	
   

  	
   

  
	
  Axiom Venture Partners
  III LP

  CityPlace II — 17th Floor

  185 Asylum Street

  Hartford, CT 06103

  	
   

  	
  David Berten

  1638 N. Wolcott Avenue

  Chicago, IL 60622

  
	
   

  	
   

  	
   

  
	
  Charles H. Cash

  3457 Amherst

  Dallas, Texas 75225

  	
   

  	
  Harvey B. Cash

  13455 Noel Road,
  Suite 1670

  Dallas, Texas 75240

  
	
   

  	
   

  	
   

  
	
  HO2.1 Fund, L.P.

  HO2.1 Affiliates Fund,
  L.P.

  HO2.1 Annex Fund, L.P.

  Two Galleria Tower

  13455 Noel Road,
  Suite 1670

  Dallas, Texas 75240

  	
   

  	
  CVF, LLC

  c/o Henry
  Crown & Company

  222 N. LaSalle Street

  Chicago, IL 60601

   

  






 

















 




	
  G&H Partners, L.P.

  155 Constitution Drive

  Menlo Park, California
  94025

  	
   

  	
  Dennis Gorman

  3450 Ranchero Road

  Plano, Texas 75093

  
	
   

  	
   

  	
   

  
	
  VentureLink Partners,
  LP

  13455 Noel Road,
  Suite 1710

  Dallas, Texas 75240

  	
   

  	
  Jacques Management, LLC

  14601 Waterview Circle

  Addison, Texas 75001

  
	
   

  	
   

  	
   

  
	
  Investor Group, L.P.

  Canada Court, Upland
  Road

  St. Peter Port,
  Guernsey GY1 3BQ

  Channel Islands

   

  copy to:

   

  Noah Walley

  630 Fifth Avenue

  New York, NY 10111

  	
   

  	
  Investor Growth Capital
  Limited

  Canada Court, Upland
  Road

  St. Peter Port,
  Guernsey GYI 3BQ

  Channel Islands

   

  copy to:

   

  Noah Walley

  630 Fifth Avenue

  New York, NY 10111

  
	
   

  	
   

  	
   

  
	
  Kaufman Family LLC

  c/o Henry
  Kaufman & Co.

  590 Madison Avenue, 5th Floor

  New York, New York 10021

  	
   

  	
  Cynthia and Timothy
  Reidy

  4011 Los Aribas Drive

  Lafayette, California
  94549-2710

  
	
   

  	
   

  	
   

  
	
  Paul F. Reidy

  16005 Double Eagle Road

  Austin, Texas 78717

  	
   

  	
  John P. Reidy

  1190 Winwood

  Lake Forrest, Illinois
  60045

  
	
   

  	
   

  	
   

  
	
  Elizabeth T. Reidy

  2110 Point Bluff Drive

  Austin, Texas 78746

   

  James F. Rhodes

  81 Pascal Lane

  Austin, Texas 78746

  	
   

  	
  Sevin Rosen Fund VI L.P.

  Sevin Rosen VI
  Affiliates Fund L.P.

  Sevin Rosen Bayless
  Management Company

  Sevin Rosen Fund VIII,
  L.P.

  Sevin Rosen VIII
  Affiliates Fund, L.P.

  c/o The Sevin Rosen
  Funds

  13455 Noel Road, Suite 1670

  Dallas, Texas 75240

  
	
   

  	
   

  	
   

  
	
  James A. Star

  c/o Henry
  Crown & Company

  222 N. LaSalle Street

  Chicago, Illinois 60601

  	
   

  	
  Tarrant Venture Partners, L.P.

  301 Commerce Street,
  Suite 3300

  Fort Worth, Texas 76102

  






 

















 




	
  Teachers Insurance and
  Annuity Association of

  America

  730 Third Ave.

  New York, NY 10017

  	
   

  	
  Venture
  Lending & Leasing IV, LLC

  2010 North First
  Street, Suite 310

  San Jose, California
  95131

   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Vertex Partners, L.P.

  c/o Henry
  Kaufman & Co.

  590 Madison Avenue, 5th Floor

  New York, New York
  10021

  
	
   

  	
   

  	
   

  
	
  Internoded, Inc.

  1440 Main Street

  Waltham, MA 02451

  Attention: Julie Palen

  	
   

  	
  International Business
  Machines Corporation

  One New Orchard Road

  Armonk, NY 10504

  






 

















 


Exhibit A-1


 


Purchasers Who Have Granted A Voting Proxy


To


SEVIN
ROSEN FUND VI L.P.


 




	
  Barnett L. Gershen

  4747 Bellaire, Suite 240

  Bellaire, TX 44701

   

  Brian
  R. Smith

  9908
  Pickfair Drive

  Austin,
  TX 78750

   

  Bruce
  E. Pendleton Revocable Trust Bruce E.

  Pendleton,
  Trustee

  Attn:
  Bruce E. Pendleton

  6444
  Indian Lane

  Shawnee
  Mission, KS 66208

  	
   

  	
  Nuevo
  Capital Partners, L.P.

  Attn:
  Willard Hanzlik

  2600
  PM 620 North

  Austin,
  TX 78734

  RAM
  Funds Ltd.

  Attn:
  Brooks H. McGee

  10375
  Richmond Ave., Suite 1700

  Houston,
  TX 77042

  Richard
  R. Arnoldy

  418
  Yorkshire Pl.

  Webster
  Groves, MO 63119

  
	
   

  	
   

  	
   

  
	
  Cedar
  Equities, LLC

  Attn:
  Joe Moore

  820
  Gessner, Suite 1000

  Houston,
  TX 77024

  	
   

  	
  Robert
  A. Shaheen

  17040
  Grand Bay Dr.

  Boca
  Raton, FL 33496

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Robert
  E. Kresko Revocable Trust DTD

  
	
  Covenant
  Foundation, Inc.

  Attn:
  Thomas W. Lyles, Jr.

  8122
  Datapoint Drive, Suite 1000

  San
  Antonio, TX 78229

  	
   

  	
  12.22.94

  Attn:
  Robert E. Kresko

  8235
  Forsyth, Suite 1000

  St.
  Louis, MO 63105

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Spaulding
  Investment Limited Partnership

  
	
  Daniel
  H. Bathon, Jr.

  52
  Waltham St.

  Lexington,
  MA 02421

  	
   

  	
  Attn:
  Charles Spaulding III

  5831
  Oakwood Road

  Mission
  Hills, KS 66208

  
	
   

  	
   

  	
   

  
	
  David
  Ford

  162
  Pine Ridge Road

  Waban,
  MA 02468

  	
   

  	
  ST
  Investments Limited Partnership

  Attn:
  Steven O. Spaulding

  35
  Battery Park Drive

  Bridgeport,
  CT 06605

  






 

















 




	
   

  	
   

  	
  Stephen
  J. Shaper

  
	
  David
  L. Hatton

  12933
  Brittmoore Park

  Houston,
  TX 77041

  	
   

  	
  Middlemarch
  Capital Corporation

  1800
  W. Loop S., Suite 1440

  Houston,
  TX 77027

  
	
   

  	
   

  	
   

  
	
  David
  M. Weekley

  1111
  North Post Oak Rd.

  Houston,
  TX 77055

  	
   

  	
  David
  Weekley Family Foundation

  Attn:
  David M. Weekley

  1111
  North Post Oak Rd.

  Houston,
  TX 77055

  
	
   

  	
   

  	
   

  
	
  The
  John Mansour Family Limited Partnership

  	
   

  	
   

  
	
  Attn:
  Johnny Mansour

  111
  Congress Avenue, Suite 3000

  Austin,
  TX 78701

  	
   

  	
  Thomas
  Bailey

  1776
  Park Ave., Suite 4 PMB 371

  Park
  City, UT 84060

  
	
   

  	
   

  	
   

  
	
  Mission
  City Management Inc.

  Attn:
  Thomas W. Lyles, Jr.

  8122
  Datapoint Drive, Suite 1000

  San
  Antonio, TX 78229

  	
   

  	
  Thomas
  W. Lyles Jr.

  Mission
  City Management, Inc.

  8122
  Datapoint Drive, Suite 1000

  San
  Antonio, TX 78229

  
	
   

  	
   

  	
   

  
	
  Gary
  W. and Lydia G. Junek

  845
  Sprucewood, Ste 200

  Houston,
  TX 77024

  	
   

  	
  William
  R. Camp

  8830
  Stable Crest Blvd.

  Houston,
  TX 77024

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Z
  Start I, L.P.

  
	
  Geoffrey
  B. Hoese

  2605
  Stratford Drive

  Austin,
  TX 78746

  	
   

  	
  Attn:
  Paul Zito

  111 Congress Avenue, Suite 3000

  Austin, TX 78701

  
	
   

  	
   

  	
   

  
	
   

  Henry
  James

  P.O. Box
  1387

  Edmonds,
  WA 98020

  	
   

  	
  Hines
  Investment Holdings Limited Partnership

  Attn:
  Jeffrey C. Hines

  2800
  Post Oak Blvd., Suite 5000

  Houston,
  TX 77056

  
	
   

  	
   

  	
   

  
	
  Geejohn
  LLC

  Attn:
  Pam Johnson

  54-B
  Bayou Pointe Dr.

  Houston,
  TX 77063

  	
   

  	
  JDC
  Management, Inc.

  Attn:
  John D. Chaney

  1800
  W. Loop S., Suite 1400

  Houston,
  TX 77027

  
	
   

  	
   

  	
   

  
	
  Middlemarch
  Capital Partners

  Attn:
  Steve Shaper

  1800
  W. Loop S., Suite 1440

  Houston,
  TX 77027

  	
   

  	
  JMM PHLP, Ltd.

  Attn: James Mansour

  111 Congress Avenue, Suite 3000

  Austin,
  TX 78701

  






 

















 




	
  JAMA
  1 Ltd.

  	
   

  	
   

  
	
  Attn:
  J. A. Dieck

  P.O. Box
  13045

  Austin,
  TX 78711

  	
   

  	
  James
  P. Wilson

  33
  Beacon Hill

  Sugar
  Land, TX 77479

  
	
   

  	
   

  	
   

  
	
  Stephen
  Yurco

  	
   

  	
   

  
	
  c/o
  YDB Ventures I

  1400
  Wathen Avenue

  Austin,
  TX 78703

  	
   

  	
  Kenneth
  Rivera

  4301
  South Lafayette Street

  Cherry
  Hills Village, CO 80113

  
	
   

  	
   

  	
   

  
	
  BF
  Private Capital, LP

  	
   

  	
   

  
	
  Attn:
  Paul J. Bury, III

  22
  W. 6th Street, Suite 600

  Austin,
  TX 78701

  	
   

  	
  Willie Langston

  717 Texas Avenue, Suite 3000

  Houston,
  TX 77002