Tangoe,Inc. (OTCMKTS:TNGO) Files An 8-K Entry into a Material Definitive Agreement

Condition, (iii)shares of Company Common Stock have been
validly tendered and not withdrawn that, together with any
shares of Company Common Stock beneficially owned by the Parent
or any affiliate of the Parent, represent at least a majority
of the number of outstanding shares of Company Common Stock and
(iv)specified conditions to the Offer have been satisfied but
the Top-Up Condition has not been satisfied, the Company may
require the Purchaser to terminate the Offer and pursue the
acquisition of the Company through the One-Step Merger, subject
to the limitation that the Company may not make such election
more than 120 days after the date of the Merger Agreement.

If either the Purchaser or the Company elects to pursue the
One-Step Merger under these circumstances, the Company will
call a special meeting of stockholders to vote on the One-Step
Merger and solicit proxies in favor of the adoption by the
Company stockholders of the Merger Agreement. The obligations
of the Company, the Parent and the Purchaser to consummate the
One-Step Merger would be subject to (i)the adoption of the
Merger Agreement by a majority vote of the Companys
stockholders, (ii)satisfaction of the Antitrust Condition and
(iii)the absence of injunctions or other legal restraints
preventing the consummation of the One-Step Merger. In
addition, the obligations of the Parent and the Purchaser to
consummate the One-Step Merger would be subject to, among other
things, (x)the accuracy of representations and warranties made
by the Company in the Merger Agreement, (y)compliance by the
Company with its covenants in the Merger Agreement and (z)the
absence of the occurrence of a material adverse effect with
respect to the Company; and the obligations of the Company to
consummate the One-Step Merger would be subject to, among other
things, (A) the accuracy of representations and warranties made
by the Parent and the Purchaser in the Merger Agreement and
(B)compliance by the Parent and the Purchaser with their
respective covenants in the Merger Agreement.

At the effective time of the Merger (the Effective
Time), each issued and outstanding share of Company Common
Stock (other than shares owned by (i)the Company or any of its
subsidiaries, or the Parent, the Purchaser or any of the
Parents other affiliates, which shares will be cancelled and
will cease to exist, or (ii)stockholders who validly exercise
appraisal rights under Delaware law with respect to such
shares) will be converted into the right to receive the Offer
Price in cash, without interest, subject to any required
withholding of taxes.

to the terms of the Merger Agreement, as of immediately prior
to the Effective Time, (i)each then-outstanding Company stock
option that is vested will be cancelled and converted into a
right to receive the Offer Price (less the applicable exercise
price) in cash, without interest, subject to any required
withholding of taxes, in respect of each vested share
underlying such stock option and (ii)each then-outstanding
Company restricted stock unit award and Company performance
stock unit award that is vested and with respect to which
shares of Company Common Stock have, as of such time, not yet
been issued will be cancelled and converted into the right to
receive the Offer Price in cash, without interest, subject to
any required withholding of taxes, in respect of each vested
share underlying such restricted stock unit award or
performance stock unit award, with vesting in the case of each
Company stock option, Company restricted stock unit award and
Company performance stock unit award determined taking into
effect the change in control of the Company resulting from the
consummation of the transactions contemplated by the Merger
Agreement. In addition, the Merger Agreement provides that the
surviving corporation from the Merger will be obligated to make
payments to specified directors and members of Company
management who are party to equity award replacement
compensation agreements with the Company in satisfaction of
payment obligations of the Company under such agreements
resulting from the consummation of the transactions
contemplated by the Merger Agreement. The Merger Agreement also
provides that the surviving corporation from the Merger will be
obligated to make specified payments to employees of the
Company to whom the Company would have issued equity awards in
2016 if it had been able to do so in compliance with applicable
law.

For a period of 30 days following the date of the Merger
Agreement (the Go-Shop Period), the Company is permitted
to directly or indirectly solicit, initiate, continue and
otherwise participate in any discussions or negotiation
regarding alternative acquisition proposals, subject to an
extension of 14 days under specified circumstances. At the end
of the Go-Shop Period, the Company is required to cease such
activities, as more fully described in the Merger Agreement.

In the Merger Agreement, the Company has agreed, among other
things, (i)to conduct its business in the ordinary course
during the period between the execution of the Merger Agreement
and the consummation of the Merger; and (ii)subject to certain
customary exceptions set forth in the Merger Agreement to
permit the Companys board of directors to comply with its
fiduciary duties, to recommend that the Companys stockholders
accept the

Offer and tender their shares to the Offer and vote in favor of
the adoption of the Merger Agreement. The Merger Agreement also
contains customary representations, warranties and covenants of
the Company, the Parent and the Purchaser.

The Merger Agreement contains specified termination rights for
the Company and the Parent, including, among others, by either
the Company or the Parent if the transactions contemplated by
the Merger Agreement have not be consummated by October27,
2017; by the Company, in the event that the Companys board of
directors has changed its recommendation to stockholders with
respect to the transactions contemplated by the Merger
Agreement (a Company Board Recommendation Change) and
the Company has entered into a letter of intent or definitive
agreement with respect to a Superior Proposal (as defined in
the Merger Agreement); and by the Parent, in the event of a
Company Board Recommendation Change or if the Companys board of
directors has failed to recommend against a competing
acquisition proposal.

If the Merger Agreement is terminated under specified
circumstances, including with respect to the acceptance of a
Superior Proposal by the Company, a Company Board
Recommendation Change or the failure of the Companys board of
directors to recommend against a competing acquisition
proposal, the Company is obligated to pay the Parent a
termination fee of $9,723,310, plus expense reimbursement of up
to $850,000, except that if the Company terminates the Merger
Agreement prior to the end of the Go-Shop Period (as it may be
extended) to accept a Superior Proposal, the termination fee
will be reduced to $4,167,133, plus expense reimbursement of up
to $850,000 (provided that the termination fee will instead be
$6,111,975, plus expense reimbursement of up to $850,000 in the
case of termination under specified circumstances during any
extension of the Go-Shop Period). Additionally, upon a
termination of the Merger Agreement under certain other
specified circumstances, the Company is obligated to pay the
Parent a termination fee of $9,723,310, plus expense
reimbursement of up to $850,000, if the Company enters into a
definitive agreement with respect to an alternative acquisition
proposal within 12 months following the date of termination and
subsequently consummates the acquisition, or otherwise
consummates an alternative acquisition proposal within 12
months following the date of termination, provided that in the
case of a termination by the Parent due to a material breach by
the Company of its non-solicitation obligation under the Merger
Agreement, the Company will be obligated to immediately provide
expense reimbursement to the Parent of up to $1.5 million. If
the Company terminates the Merger Agreement under specified
certain circumstances primarily relating to the failure of the
Parent to obtain debt financing for the consummation of the
Offer and the Merger, the Parent is obligated to pay the
Company a reverse termination fee of $16,668,531.

The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the actual terms of the Merger Agreement, a copy
of which is attached hereto as Exhibit2.1 and incorporated
herein by reference. The Merger Agreement has been included to
provide investors with information regarding its terms and is
not intended to provide any financial or other factual
information about the Company or the Parent. In particular, the
representations, warranties and covenants contained in the
Merger Agreement (i)were made only for purposes of that
agreement and as of specific dates, (ii)were solely for the
benefit of the parties to the Merger Agreement, (iii)may be
subject to limitations agreed upon by the parties, including
being qualified by confidential disclosures made for the
purposes of allocating contractual risk between the parties to
the Merger Agreement instead of establishing those matters as
facts and (iv)may be subject to standards of materiality
applicable to the contracting parties that differ from those
applicable to investors. Moreover, information concerning the
subject matter of the representations, warranties and covenants
may change after the date of the Merger Agreement, which
subsequent information may or may not be fully reflected in
public disclosures by the Company or the Parent. Accordingly,
investors should read the representations and warranties in the
Merger Agreement not in isolation but only in conjunction with
the other information about the Company or the Parent and their
respective subsidiaries that the respective companies include
in reports, statements and other filings they make with the
U.S. Securities and Exchange Commission (the SEC).

The Parent has obtained equity and debt financing commitments
for the transactions contemplated by the Merger Agreement, the
aggregate proceeds of which, together with cash on hand at the
Purchaser, will be sufficient for the Purchaser to pay the
aggregate transaction consideration and all related fees and
expenses. Marlin Equity IV, L.P. has committed to capitalize
the Parent, at or immediately prior to the closing of the Offer
(or if either the Purchaser or the Company elects to pursue the
One-Step Merger, immediately prior to the effective time of the
Merger), with an aggregate equity contribution in an amount of
$165 million subject to the terms and conditions set forth in
an equity funding commitment letter, dated as of April27, 2017.

PNC Bank, National Association, Tennenbaum Capital Partners,
LLC and TPG Specialty Lending,Inc. (collectively, the
Lenders) have committed to provide debt financing for
the transaction, consisting of $190 million of senior secured
term loans on the terms and subject to the conditions set forth
in a commitment letter dated as of April27, 2017 (the Debt
Commitment Letter). The obligations of the Lenders to
provide debt financing under the Debt Commitment Letter are
subject to a number of customary conditions, including, without
limitation, execution and delivery by the borrowers and the
guarantors of definitive documentation consistent with the Debt
Commitment Letter and the documentation standards specified
therein. The final termination date for the Debt Commitment
Letter is October27, 2017.

Item 5.03. Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.

On April27, 2017, the Companys board of directors adopted an
amendment (the By-law Amendment) to the Companys Amended
and Restated By-laws. The By-law Amendment, which was effective
upon adoption by the board, among other things, designates the
Court of Chancery of the State of Delaware as the sole and
exclusive forum for any stockholder to bring (1)any derivative
action or proceeding brought on behalf of the Company, (2)any
action asserting a claim of breach of a fiduciary duty owed by
any current or former director, officer, other employee, agent
or stockholder of the Company to the Company or the Companys
stockholders, including, without limitation, a claim alleging
the aiding and abetting of such a breach of fiduciary duty,
(3)any action asserting a claim arising to any provision of the
General Corporation Law of the State of Delaware, the
certificate of incorporation or the by-laws of the Company (as
each may be amended from time to time), or as to which the
General Corporation Law of the State of Delaware confers
jurisdiction on the Court of Chancery of the State of Delaware
or (4)any action asserting a claim governed by the internal
affairs doctrine or other internal corporate claim as that term
is defined in Section115 of the General Corporation Law of the
State of Delaware.

The foregoing description of the By-law Amendment does not
purport to be complete and is qualified in its entirety by
reference to the full text of the By-law Amendment, a copy of
which is attached hereto as Exhibit3.1 and incorporated herein
by reference.

Item 8.01. Other Events.

On April28, 2017, the Company, the Parent and Marlin Equity
Partners issued a joint press release announcing the execution
of the Merger Agreement. A copy of the press release is
attached hereto as Exhibit99.1 and incorporated herein by
reference.

Item 9.01. Financial Statements and
Exhibits

(d) Exhibits

See ExhibitIndex attached hereto.

Important Additional Information Will Be Filed with the
SEC

This Current Report on Form8-K is neither an offer to purchase
nor a solicitation of an offer to sell shares of the Company.

At the time the tender offer is commenced, the Purchaser will
file with the SEC and mail to the Companys stockholders a
Tender Offer Statement and the Company will file with the SEC
and mail to its stockholders a Tender Offer
Solicitation/Recommendation Statement in connection with the
transaction. These will contain important information about
Marlin Equity Partners, the Parent, the Purchaser, the Company,
the transaction and other related matters. Investors and
security holders are urged to read each of these documents
carefully when they are available.

Investors and security holders will be able to obtain free
copies of the Tender Offer Statement, the Tender Offer
Solicitation/Recommendation Statement and other documents filed
with the SEC by the Purchaser and the Company through the web
site maintained by the SEC at www.sec.gov. In addition,
investors and security holders will be able

to obtain free copies of these documents from the Purchaser or
the Company by contacting: Okapi Partners LLC, Attn: Pat
McHugh, 1212 Avenue of the Americas, 24th Floor, New York, NY
10036, or by telephone toll free at (877) 305-0857 or collect
at (212) 297-0720; or Tangoe,Inc., Attn: Corporate Secretary,
35 Executive Boulevard, Orange, Connecticut 06477, or by
telephone at (203) 859-9300.

The Company plans to file with the SEC and, under certain
circumstances, mail to its stockholders a Proxy Statement in
connection with the transaction. The Proxy Statement will
contain important information about Marlin Equity Partners, the
Parent, the Purchaser, the Company, the transaction and related
matters. Investors and security holders are urged to read the
Proxy Statement carefully when it is available.

Investors and security holders will be able to obtain free
copies of the Proxy Statement and other documents filed with
the SEC by the Purchaser and the Company through the web site
maintained by the SEC at www.sec.gov.

In addition, investors and security holders will be able to
obtain free copies of the Proxy Statement from the Company by
contacting its Corporate Secretary.

Marlin Equity Partners, the Parent, the Purchaser and the
Company, and their respective directors and executive officers,
may be deemed to be participants in the solicitation of proxies
in respect of the transactions contemplated by the merger
agreement. As of April25, 2017, the Companys directors and
executive officers beneficially owned approximately 960,078
shares, or 2.4%, of the Companys common stock. In addition, the
Companys directors and executive officers are also parties to
agreements with the Company to which they will be entitled to
receive payments upon the consummation of the Merger, as
provided in the Merger Agreement. As of April25, 2017, Marlin
Equity Partners beneficially owned approximately 4,094,599
shares, or approximately 10.4%, of the Companys common stock. A
more complete description of the interests of the Companys
directors and executive officers and any other participants in
the solicitation will be available in the Proxy Statement.

Cautionary Note Regarding Forward-Looking
Statements

Statements in this Current Report on Form8-K regarding the
proposed transaction between the Parent, the Purchaser and the
Company the expected timetable for completing the transaction,
benefits and synergies of the transaction, future opportunities
for the combined company and any other statements about Marlin
Equity Partners, the Parent, and the Company managements future
expectations, beliefs, goals, plans or prospects constitute
forward-looking statements. Any statements that are not
statements of historical fact (including statements containing
the words believes, plans, anticipates, expects, estimates, and
similar expressions) should also be considered to be
forward-looking statements. There are a number of important
factors that could cause actual results or events to differ
materially from those indicated by such forward-looking
statements, including the parties ability to consummate the
transaction. Except as otherwise required by law, the Company
disclaims any intention or obligation to update any
forward-looking statements as a result of developments
occurring after the date of this Current Report on Form8-K.

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

EXHIBITINDEX

* Certain exhibits and schedules to this agreement have been
omitted from this filing