WARRANT TO PURCHASE STOCKTangoe Inc • April 16th, 2010 • Delaware
THIS WARRANT CERTIFIES THAT, for value received, receipt of which is hereby acknowledged, ORIX Venture Finance LLC (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the Class of Stock (the “Shares”) of Tangoe, Inc., a Delaware corporation (the “Company”), having a principal place of business located at 35 Executive Boulevard, Orange, Connecticut 06477, at the initial exercise price per Share (the “Warrant Price”) set forth above, as constituted on the date hereof and as adjusted pursuant to the other terms of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is being issued pursuant to a Loan and Security Agreement between the Company and Holder dated as of March 9, 2007 (the “Loan Agreement”) (Capitalized terms used herein, which are not defined, shall have the meanings set forth in the Loan Agreement.)
Executive Retention AgreementExecutive Retention Agreement • March 17th, 2014 • Tangoe Inc • Services-prepackaged software • Delaware
THIS EXECUTIVE RETENTION AGREEMENT by and among Tangoe, Inc. (the “Company”) and Christopher J. Mezzatesta (the “Executive”) is made as of March 22, 2012 (the “Effective Date”). Except where the context otherwise requires, the term “Company” shall include each of Tangoe, Inc. and any of its present or future parent or subsidiary corporations.
AGREEMENT AND PLAN OF MERGER by and among TANGOE, INC., TAMS INC. and ASENTINEL, LLC Dated as of April 27, 2017Agreement and Plan of Merger • April 28th, 2017 • Tangoe Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 27th day of April, 2017, by and among Asentinel, LLC, a Delaware limited liability company (the “Parent”), TAMS Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Purchaser”), and Tangoe, Inc., a Delaware corporation (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 21st, 2011 • Tangoe Inc • Services-prepackaged software • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of ,20 between Tangoe, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
Tangoe, Inc. RESTRICTED STOCK UNIT AWARD AGREEMENT2011 Stock Incentive Plan • February 7th, 2013 • Tangoe Inc • Services-prepackaged software • Delaware
THIS AWARD AGREEMENT (“Agreement”), dated as of , , is entered into by and between Tangoe, Inc., a Delaware corporation (the “Company”), and the Participant named on the attached Memorandum, dated , (the “Memorandum”) pursuant to the terms and conditions of the 2011 Stock Incentive Plan (the “Plan”).
Loan and Security AgreementLoan and Security Agreement • May 2nd, 2011 • Tangoe Inc • Services-prepackaged software • Delaware
This Loan and Security Agreement is entered into on the above date between ORIX Venture Finance LLC, a Delaware limited liability company (“ORIX”), with an address at 245 Park Avenue, 19th Floor, New York, New York 10167 and the borrowers named above (hereinafter, jointly and severally, individually and collectively, “Borrower”), whose respective chief executive offices are located at the above addresses (“Borrower’s Address”). The Schedule to this Loan and Security Agreement being signed concurrently (the “Schedule”) is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
AGREEMENTAgreement • February 14th, 2013 • Tangoe Inc • Services-prepackaged software
Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that the foregoing Schedule 13G/A is being filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Stock Option Award AgreementStock Option Award Agreement • April 16th, 2010 • Tangoe Inc • Delaware
You (the “Participant”) are hereby awarded the following stock option (the “Option”) to purchase Shares of Tangoe, Inc. (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement”) and in the Tangoe, Inc. Amended and Restated Executive Stock Option/Stock Issuance Plan (the “Plan”), which is attached hereto as Exhibit B. You should carefully review the Plan, and consult with your personal financial advisor, before exercising this Option.
Shares Tangoe, Inc. Common Stock ($0.0001 Par Value Per Share) EQUITY UNDERWRITING AGREEMENTCommon Stock • July 14th, 2011 • Tangoe Inc • Services-prepackaged software • New York
Tangoe, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (“Common Stock”), of which shares will be sold by the Company and shares will be sold by the Selling Stockholders. The respective numbers of Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto, and the respective numbers of Firm Shares to be sold by the Selling Stockholders are set forth opposite their names in Schedule II hereto. The Company and the Selling Stockholders are sometimes referred to herein collectively as the “Sellers.” The Selling Stockholders also propose to sell to the Underwriters, at the Underwriters’ o
Tangoe, Inc. MemorandumRestricted Stock Unit Award Agreement • February 6th, 2014 • Tangoe Inc • Services-prepackaged software • Delaware
You have been granted, under the 2011 Stock Incentive Plan (the “Plan”), an award of Restricted Stock Units (“RSUs”) (the RSUs are collectively referred to as the “Award”). Attached to this Memorandum is an Agreement which, along with the Plan, governs your Award. You will be receiving separately a copy of the Prospectus for the Plan. The Prospectus contains important information regarding the Plan, including information regarding restrictions on your rights with respect to the RSUs granted to you. You should read the Prospectus carefully.
AGREEMENT OF LEASEAgreement of Lease • April 16th, 2010 • Tangoe Inc • New Jersey
In addition to other terms elsewhere defined in this Lease, the following terms whenever used in this Lease should have only the meanings set forth in this section, unless such meanings are expressly modified, limited or expanded elsewhere herein.
Employment AgreementEmployment Agreement • April 25th, 2016 • Tangoe Inc • Services-prepackaged software • Connecticut
This Employment Agreement (the “Agreement”) is made and entered into as of April 20, 2016, by and between Jay Zager (the “Executive”) and TANGOE, INC., a Delaware corporation (the “Company”).
Tangoe, Inc. Incentive Stock Option Agreement Granted Under 2011 Stock Incentive PlanIncentive Stock Option Agreement • June 21st, 2011 • Tangoe Inc • Services-prepackaged software
LEASE AGREEMENT Between Met 10A-98, Ltd., a Texas limited partnership as Landlord, and Tangoe, Inc., as Tenant, Covering approximately 21,600 gross square feet of the Building known (or to be known) as Metric 10W located atLease Agreement • April 16th, 2010 • Tangoe Inc • Texas
THIS LEASE AGREEMENT is made and entered into by and between Met 10A-98, Ltd., a Texas limited partnership, hereinafter referred to as “Landlord,” and Tangoe, Inc., hereinafter referred to as “Tenant”.
Stock Option Award AgreementStock Option Award Agreement • April 16th, 2010 • Tangoe Inc • Delaware
You (the “Participant”) are hereby awarded the following stock option (the “Option”) to purchase Shares of Tangoe, Inc. (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement”) and in the Tangoe, Inc. 2005 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit B. You should carefully review the Plan, and consult with your personal financial advisor, before exercising this Option.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 16th, 2010 • Tangoe Inc • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of March 1, 2007, by and among: Traq Wireless, Inc., a Delaware corporation (“Traq”); Tangoe, Inc., a Delaware corporation (“Tangoe”); and Orange Acquisition Corp., a wholly owned subsidiary of Tangoe and a Delaware corporation (“Merger Sub”).
ASSET PURCHASE AGREEMENT BETWEEN SYMPHONY TELECA SERVICES, INC. AND TANGOE, INC. Dated as of August 8, 2012Asset Purchase Agreement • August 8th, 2012 • Tangoe Inc • Services-prepackaged software • New York
This ASSET PURCHASE AGREEMENT (the “Agreement”) is executed as of August 8, 2012, by and between Symphony Teleca Services, Inc., a corporation incorporated under the laws of the State of Delaware (“Seller”), and Tangoe, Inc., a corporation incorporated under the laws of the State of Delaware (“Buyer”) (collectively, the “parties”, and each a “party”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG TANGOE, INC., SNOW ACQUISITION SUB, INC., PROFITLINE, INC. AND DOUG CARLISLE, SOLELY IN HIS CAPACITY AS THE STOCKHOLDER REPRESENTATIVE DECEMBER 19, 2011Agreement and Plan of Merger • December 19th, 2011 • Tangoe Inc • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made as of December 19, 2011, by and among TANGOE, INC., a Delaware corporation (“Parent”), SNOW ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), PROFITLINE, INC., a Delaware corporation (the “Company”), and the Stockholder Representative (defined below), solely in his capacity as representative on behalf of the Stockholders (as defined below).
LEASE OF IMPROVED PROPERTYLease of Improved Property • April 16th, 2010 • Tangoe Inc
This Lease made and entered into this 15th day of May, 2005 between Baker Properties Limited Partnership, having its office and principal place of business in Pleasantville, New York, herein after referred to as “Lessor” and Tangoe, Inc., a Corporation, organized and existing under the laws of the State of Delaware, having an office and a place of business in New Haven, Connecticut 06511, hereinafter referred to as “Lessee”.
LEASELease • April 16th, 2010 • Tangoe Inc • New York
Employment AgreementEmployment Agreement • June 8th, 2016 • Tangoe Inc • Services-prepackaged software • Connecticut
This Employment Agreement (the “Agreement”) is made and entered into as of June 6, 2016, by and between J.D. FOY (the “Executive”) and TANGOE, INC., a Delaware corporation (the “Company”).
TANGOE, INC. EIGHTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 27th, 2010 • Tangoe Inc • Services-prepackaged software • Delaware
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.
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTSUnaudited Pro Forma Combined Financial Statements • October 24th, 2012 • Tangoe Inc • Services-prepackaged software
On August 8, 2012, the Company entered into an Asset Purchase Agreement (the “Symphony Purchase Agreement”) with Symphony Teleca Services, Inc., a Delaware corporation (“Symphony”), under which the parties agreed to the purchase by the Company of Symphony’s telecommunications expense management business (the “TEM Business”) through an asset purchase (the “Symphony Acquisition”). As part of the Symphony Acquisition and also on August 8, 2012, a newly formed subsidiary of the Company, Tangoe India Softek Services Private Limited, an Indian private limited company (“Tangoe India”), entered into a Business Purchase Agreement (the “Indian Purchase Agreement”) with Symphony Services Corporation (India) Private Limited (“Symphony India”) with respect to the purchase of certain assets and employees of the acquired business located in India. On the same day, the Symphony Acquisition was effected in accordance with the terms of the Symphony Purchase Agreement. At the closing of the Symphony Acqu
WARRANT TO PURCHASE STOCKTangoe Inc • May 2nd, 2011 • Services-prepackaged software • Delaware
THIS WARRANT CERTIFIES THAT, for value received, receipt of which is hereby acknowledged, ORIX Finance Equity Investors, LP (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the Class of Stock (the “Shares”) of Tangoe, Inc., a Delaware corporation (the “Company”), having a principal place of business located at 35 Executive Boulevard, Orange, Connecticut 06477, at the initial exercise price per Share (the “Warrant Price”) set forth above, as constituted on the date hereof and as adjusted pursuant to the other terms of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is being issued pursuant to a Seventh Amendment to Loan and Security Agreement between the Company and ORIX Venture Finance LLC (an affiliate of Holder) (“Lender”), dated as of January 21, 2011 (the “Loan Agreement”) (Capitalized terms used herein, which are not defined, shall have the meanings set forth in the Loan Agreem
8,000,000 Shares Tangoe, Inc. Common Stock ($0.0001 Par Value Per Share) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • March 23rd, 2012 • Tangoe Inc • Services-prepackaged software • New York
SHARE PURCHASE AGREEMENT BETWEEN TANGOE, INC. ANOMALOUS NETWORKS INC. AND THE SHAREHOLDERS OF ANOMALOUS NETWORKS INC. LISTED ON SCHEDULE 1 TO THIS AGREEMENT MADE AS OF JANUARY 10, 2012Share Purchase Agreement • January 10th, 2012 • Tangoe Inc • Services-prepackaged software • Ontario
ASSET PURCHASE AGREEMENT AMONG INTERNODED, INC., THE STOCKHOLDERS OF SELLER LISTED ON SCHEDULE 1 TO THIS AGREEMENT AND TANGOE, INC. Closing Date December 23, 2008Asset Purchase Agreement • June 21st, 2011 • Tangoe Inc • Services-prepackaged software • Connecticut
This ASSET PURCHASE AGREEMENT (the “Agreement”) is executed as of December 23, 2008, by and among INTERNODED, INC., a corporation incorporated under the laws of the State of Delaware (“Seller”), THE STOCKHOLDER(S) OF SELLER LISTED ON SCHEDULE 1 TO THIS AGREEMENT (the “Stockholders” and together with Seller, the “Seller Parties”) and TANGOE, INC., a corporation incorporated under the laws of the State of Delaware (“Buyer”) (collectively, the “parties”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • March 23rd, 2012 • Tangoe Inc • Services-prepackaged software • Connecticut
This Separation Agreement and General Release (the “Agreement”) dated December 5, 2011, is entered into between Albert M. Rossini (“Employee” or “you”), and Tangoe, Inc. (the “Company”). In connection with your termination from the Company, you and the Company wish to end the relationship on an amicable basis. In consideration of the parties’ execution of this Agreement and the promises and covenants contained herein, the parties agree as follows:
Loan and Security AgreementLoan and Security Agreement • April 16th, 2010 • Tangoe Inc • Delaware
This Loan and Security Agreement is entered into on the above date between ORIX Venture Finance LLC, a Delaware limited liability company (“ORIX”), with an address at 245 Park Avenue, 19th Floor, New York, New York 10167 and the borrowers named above (hereinafter, jointly and severally, individually and collectively, “Borrower”), whose respective chief executive offices are located at the above addresses (“Borrower’s Address”). The Schedule to this Loan and Security Agreement being signed concurrently (the “Schedule”) is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 16th, 2010 • Tangoe Inc • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of , 20 between Tangoe, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”), designated by (“[Fund]”) to serve as a director of the Company.
MASTER TRANSACTION AGREEMENT by and between VODAFONE US INC. D/B/A VODAFONE AMERICAS and TANGOE, INC. Dated as of April 2, 2016Master Transaction Agreement • April 6th, 2016 • Tangoe Inc • Services-prepackaged software • New York
This Transition Services Agreement (“Agreement”), effective as of the Closing Date as such term is defined in the Master Agreement, hereafter defined (“Effective Date”), is entered into by and between Vodafone US Inc., a Delaware corporation having its principal place of business at Vodafone US Inc. d/b/a Vodafone Americas 560 Lexington Ave, 8th Floor New York, NY 10022 (“Seller”) and Tangoe, Inc., a Delaware Corporation having its principal place of business at 35 Executive Blvd Orange, CT 06477 (“Buyer”), in connection with the transfer of certain assets of Seller to Buyer pursuant to that certain Master Transaction Agreement by and between Assignor and Assignee, dated as of April 2, 2016 (“Master Agreement”).
QuickLinks -- Click here to rapidly navigate through this documentTangoe Inc • May 12th, 2017 • Services-prepackaged software
Tangoe, Inc. Nonstatutory Stock Option Agreement Granted Under 2011 Stock Incentive PlanNonstatutory Stock Option Agreement • June 21st, 2011 • Tangoe Inc • Services-prepackaged software
ASSET PURCHASE AGREEMENT AMONG TELWARES, INC., VERCUITY SOLUTIONS, INC. AND TANGOE, INC. Dated as of March 16, 2011Assignment and Assumption of Lease Agreement • May 2nd, 2011 • Tangoe Inc • Services-prepackaged software • Connecticut
This ASSET PURCHASE AGREEMENT (the “Agreement”) is executed as of March 16, 2011, by and among TELWARES, INC., a corporation incorporated under the laws of the State of Delaware (“Telwares”), VERCUITY SOLUTIONS, INC., a corporation incorporated under the laws of the State of Delaware and a subsidiary of Telwares (“Vercuity” and, together with Telwares, “Sellers”) and TANGOE, INC., a corporation incorporated under the laws of the State of Delaware (“Buyer”). Sellers and Buyer are referred to collectively herein as the “parties”.
Tangoe, Inc. Equity Award Replacement Compensation Agreement (Executive)Award Replacement Compensation Agreement • May 12th, 2017 • Tangoe Inc • Services-prepackaged software
This Equity Award Replacement Compensation Agreement (this “Agreement”) is made and entered into as of by and between Tangoe, Inc. (the “Company”) and (referred to as “you” in this Agreement) but will be effective only after (the “Prior Agreement Expiration Date”). It is intended to provide benefits to you if and only if you do not become entitled to payment or equity awards under or with respect to the Equity Award Replacement Compensation Agreement between the Company and you entered into as of (the “Prior Agreement”).
