FORM OF INDEMNIFICATION AGREEMENT] TRAFFIC.COM, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • May 10th, 2006 • Traffic.com, Inc. • Services-advertising • Delaware
This Director and Officer Indemnification Agreement, dated as of ______________, 2006 (this “Agreement”), is made by and between Traffic.com, Inc., a Delaware corporation (the “Company”), and __________________ (the “Indemnitee”).
WARRANT TO PURCHASE COMMON STOCK OF TRAFFIC.COM, INC.Traffic.com, Inc. • November 28th, 2005 • Services-advertising • Delaware
This is to certify that, FOR VALUE RECEIVED, The Burns Family Trust (“Holder”), is entitled to purchase, subject to the terms set forth below, from Traffic.com, Inc., a Delaware corporation (the “Company”), during the period commencing on October 31, 2005 and ending at 5:00 P.M. (E.S.T.) on July 30, 2008 (the “Exercise Period”), an aggregate of Nine Hundred and Eight Thousand (908,000) fully paid and non-assessable shares of Company Common Stock, $0.01 par value per share (the “Common Stock”), at a per share purchase price of $0.25 (the “Exercise Price”). The Exercise Price and the number of such shares are subject to adjustment, from time to time, as provided below. The shares of Common Stock deliverable upon such exercise are hereinafter sometimes referred to as the “Warrant Shares.” This Warrant is herein called the “Warrant.”
AGREEMENTAgreement • August 10th, 2006 • Traffic.com, Inc. • Services-advertising • Pennsylvania
This Agreement is made as of this 7th day of August, 2006, by and between Traffic.com, Inc. (the “Company”) and Andrew P. Maunder (the “Executive”).
QuickLinks -- Click here to rapidly navigate through this documentTraffic.com, Inc. • August 31st, 2005 • Pennsylvania
THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS OR IN A TRANSACTION WHICH QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
MOBILITY TECHNOLOGIES, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 23rd, 2005 • Traffic.com, Inc. • Services-advertising • California
This LOAN AND SECURITY AGREEMENT is entered into as of December 7, 2003, by and between COMERICA BANK (“Bank”) and MOBILITY TECHNOLOGIES, INC. (“Borrower”).
Executive Stock Option AgreementExecutive Stock Option Agreement • May 10th, 2006 • Traffic.com, Inc. • Services-advertising • Delaware
TRAFFIC.COM, INC., a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of its common stock (the “Shares”) to the Participant named below. The terms and conditions of the Option are set forth in this Stock Option Agreement (the “Agreement”), and in the Traffic.Com, Inc. 2005 Long-Term Incentive Plan (the “Plan”), a copy of which is attached as Appendix A.
WARRANT TO PURCHASE SERIES E PREFERRED STOCK OF MOBILITY TECHNOLOGIES, INC.Traffic.com, Inc. • August 31st, 2005 • Delaware
This is to certify that, FOR VALUE RECEIVED, Comerica Bank, or its assigns ("Holder"), is entitled to purchase, subject to the provisions of this Warrant, from Mobility Technologies, Inc., a Delaware corporation (the "Company"), twenty five thousand (25,000) fully paid, validly issued and non-assessable shares of Series E Preferred Stock, $0,01 par value per share, of the Company (the "Series E Stock") at the Exercise Price (as defined below) per share during the Exercise Period (as defined below). The number of shares of Series E Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Series E Stock may be adjusted from time to time as hereinafter set forth. The shares of Series E Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as "Warrant Shares."
TRAFFIC.COM, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 30th, 2006 • Traffic.com, Inc. • Services-advertising • North Carolina
This LOAN AND SECURITY AGREEMENT is entered into as of August 28, 2006, by and between Square 1 Bank (“Bank”) and TRAFFIC.COM, INC. (“Borrower”).
ContractData Acquisition Agreement • November 28th, 2005 • Traffic.com, Inc. • Services-advertising • Delaware
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT. THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE COMMISSION.
ContractTraffic.com, Inc. • August 30th, 2006 • Services-advertising • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
INVESTOR GUARANTY AGREEMENTInvestor Guaranty Agreement • August 31st, 2005 • Traffic.com, Inc. • Pennsylvania
THIS INVESTOR GUARANTY AGREEMENT (this “Guaranty”), is made and entered into as of April 22, 2005, by TL VENTURES IV L.P., TL VENTURES IV INTERFUND L.P., PA EARLY STAGE PARTNERS III, L.P., and SAFEGUARD DELAWARE, INC. (each a “Guarantor” and collectively, the “Guarantors”), in favor of COLUMBIA PARTNERS, L.L.C. INVESTMENT MANAGEMENT, in its capacity as agent (the “Agent”) for the Lenders under the Credit Agreement (as hereinafter defined) and LENDERS (as defined in the Credit Agreement).
THIS WARRANT HAS NOT BEEN, AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN TAKEN...Traffic.com, Inc. • August 31st, 2005 • Delaware
This is to Certify That, FOR VALUE RECEIVED, Comerica Bank, or its assigns ("Holder"), is entitled to purchase, subject to the provisions of this Warrant, from Mobility Technologies, Inc., a Delaware corporation (the "Company"), one hundred thousand (100,000) fully paid, validly issued and non-assessable shares of Series E Preferred Stock, $0.01 par value per share, of the Company (the "Series E Stock") at the Exercise Price (as defined below) per share during the Exercise Period (as defined below). The number of shares of Series E Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Series E Stock may be adjusted from time to time as hereinafter set forth. The shares of Series E Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as "Warrant Shares."
December 20, 2002 Mr. Douglas Alexander 1200 Fairview Road Villanova, PA 19085 Dear Doug:Traffic.com, Inc. • November 4th, 2005 • Services-advertising
On behalf of the Board of Directors of Mobility Technologies, Inc. ("Mobility" or the "Company"), I am pleased to offer you the position of Chief Executive Officer of the Company. The purpose of this letter is to confirm the terms of our offer to you.
April 22, 2005Letter Agreement • August 31st, 2005 • Traffic.com, Inc. • Pennsylvania
This Letter Agreement (“Letter Agreement”) is entered into by and among Traffic.com, Inc., a Delaware corporation (the “Company”), and each of the parties listed on Schedule 1 hereto (the “Investor Guarantors”). The capitalized terms used in this Letter Agreement and not otherwise defined shall have the meanings set forth in the Amended Credit Agreement (as such term in defined below).
FORM OF UNDERWRITING AGREEMENTTraffic.com, Inc. • January 20th, 2006 • Services-advertising • New York
Each Attorney may act alone in exercising the rights and powers conferred on the Attorneys in this Power of Attorney, and the act of any Attorney shall be the act of the Attorneys. Each Attorney is hereby empowered to determine in his or her sole discretion the time or times when, the purpose for and the manner in which any power herein conferred upon him or her shall be exercised, and the conditions, provisions or covenants of any instrument or document which may be executed by him or her pursuant hereto.
AGREEMENTAgreement • November 6th, 2006 • Traffic.com, Inc. • Services-advertising • Pennsylvania
This Agreement is made as of this 5th day of November, 2006, by and between Traffic.com, Inc. (the “Company”) and Robert N. Verratti (the “Executive”).
SECOND AMENDMENT TO LEASELease • August 31st, 2005 • Traffic.com, Inc.
THIS SECOND AMENDMENT TO LEASE (the "Amendment") is made as of the 15 day of November, 2004, by and between FV OFFICE PARTNERS II, L.P., a Delaware limited partnership ("Landlord") and MOBILITY TECHNOLOGIES, INC., a Delaware corporation ("Tenant") f/n/a Traffic.com, Inc.
FIRST AMENDMENT TO LEASETraffic.com, Inc. • August 31st, 2005
THIS FIRST AMENDMENT TO LEASE (or the "Agreement"), dated this 30th day of April, 2001, by and between FV OFFICE PARTNERS II, L.P., a limited partnership organized and existing under the laws of Delaware, (hereinafter referred to as "Landlord") and TRAFFIC.COM, INC., a corporation organized and existing under the laws of Delaware whose present address is 851 Duportail Road, Wayne, PA 19087 (hereinafter referred to as "Tenant").
WARRANT TO PURCHASE COMMON STOCKTraffic.com, Inc. • August 31st, 2005 • Delaware
This is to certify that, FOR VALUE RECEIVED, TL Ventures IV Interfund L.P. or its assigns (in either case, a “Holder”), is entitled to purchase, subject to the terms set forth below, from Traffic.com, Inc., a Delaware corporation (the “Company”), during the period commencing on the Exercise Commencement Date (as defined below) and ending at 5:00 P.M, (E.S.T.) on April 22, 2010 (the “Exercise Period”), an aggregate of Fifteen Thousand Three Hundred and Eight (15,308) fully paid and non-assessable shares of Common Stock, $0.01 par value per share, of the Company (the “Common Stock”), at a per share purchase price of $0.01 (the “Exercise Price”). The Exercise Price and the number of such shares are subject to adjustment, from time to time, as provided below. The shares of Common Stock deliverable upon such exercise are hereinafter sometimes referred to as the “Warrant Shares,” This Warrant is herein called the “Warrant.” The “Exercise Commencement Date” shall mean the earliest to occur of
SUBCONTRACTOR AGREEMENTTraffic.com, Inc. • August 31st, 2005
This subcontract is entered into between SIGNAL Corporation, having an office at 3040 Williams Drive, Suite 200, Fairfax, Virginia 22031, a Virginia Corporation, (hereinafter referred to as "the Buyer") and Argus Networks, Inc., having an office at 207 House Avenue, Suite 104, Camp Hill, PA 17011 (hereinafter referred to as "the Seller").
AGREEMENT OF LEASE BETWEEN FV OFFICE PARTNERS II, L.P. AND TRAFFIC.COM, INC. PORTIONS OF FIRST AND SECOND FLOORS 851 DUPORTAIL ROAD CHESTERBROOK CORPORATE CENTER TREDYFFRIN TOWNSHIP CHESTER COUNTY PENNSYLVANIAAgreement • August 31st, 2005 • Traffic.com, Inc. • Pennsylvania
DATA ACQUISITION AGREEMENT Between Navigation Technologies North America, LLC, its corporate affiliates and subsidiaries ("NT") and Mobility Technologies, Inc., its corporate affiliates and subsidiaries ("LICENSOR")Data Acquisition Agreement • September 21st, 2005 • Traffic.com, Inc. • Services-advertising • Delaware
FORMAL SETTLEMENT AGREEMENT AND GENERAL RELEASEFormal Settlement Agreement and General Release • January 20th, 2006 • Traffic.com, Inc. • Services-advertising • Pennsylvania
This Formal Settlement Agreement and General Release (the “Agreement”), entered into as of this 16th day of December, 2005, is made and entered into by Santa Fe Technologies, Inc. (“Santa Fe Technologies”), Traffic.com, Inc., f/k/a Argus Networks, Inc. (“Argus”), and TL Ventures L.P., f/k/a TL Ventures LLC (on behalf of itself and all its related entities, collectively “TL Ventures” as defined below in Paragraph 3) hereinafter collectively referred to as “the Parties,” or individually, a “Party,” in furtherance of the Parties’ Memorandum of Settlement entered on November 17, 2005.
Stock Option AgreementStock Option Agreement • May 10th, 2006 • Traffic.com, Inc. • Services-advertising • Delaware
TRAFFIC.COM, INC., a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of its common stock (the “Shares”) to the Participant named below. The terms and conditions of the Option are set forth in this Stock Option Agreement (the “Agreement”), and in the Traffic.Com, Inc. 2005 Long-Term Incentive Plan (the “Plan”), a copy of which is attached as Appendix A.
THIRD AMENDMENT TO LEASELease • August 31st, 2005 • Traffic.com, Inc.
THIS THIRD AMENDMENT TO LEASE (the "Amendment") is made as of the 26th day of May, 2005 (the "Execution Date") by and between FV OFFICE PARTNERS II, L.P., a Delaware limited partnership ("Landlord") and TRAFFIC.COM, INC., a Delaware corporation ("Tenant") f/n/a Mobility Technologies, Inc.
traffic.com, Inc. EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2005 • Traffic.com, Inc. • Pennsylvania
This Agreement between David L. Jannetta (the "Executive") and traffic.com, Inc., a Delaware corporation (the "Company"), is entered into as of October 7, 1999 (the "Effective Date").
STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • November 6th, 2006 • Traffic.com, Inc. • Services-advertising • Delaware
This STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 5, 2006 by and among NAVTEQ Corporation, a Delaware corporation (the “Parent”), NAVTEQ Holdings B.V., a corporation organized under the laws of The Netherlands (“BV Sub”), NAVTEQ Holdings Delaware, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Traffic.com, Inc., a Delaware corporation (the “Company”), and the person whose name appears on the signature page hereto as a Stockholder (the “Stockholder”) of the Company. Capitalized terms used and not otherwise defined herein, and defined in the Merger Agreement (as defined below), shall have the respective meanings ascribed to them in the Merger Agreement.
WARRANT TO PURCHASE COMMON STOCK OF TRAFFIC.COM, INC.Traffic.com, Inc. • August 31st, 2005 • Delaware
This is to certify that, FOR VALUE RECEIVED, National Electrical Benefit Fund, or its assigns (in either case, a "Holder"), is entitled to purchase, subject to the provisions of this Warrant, from Traffic.com, Inc., a Delaware corporation (the "Company"), three hundred fifty thousand (350,000) fully paid, validly issued and non-assessable shares of Common Stock, $0.01 par value per share, of the Company (the "Common Stock"), at the Exercise Price (as defined below) per share during the Exercise Period (as defined below). The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as the "Warrant Shares".
FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 4th, 2005 • Traffic.com, Inc. • Services-advertising • Delaware
This FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this "Agreement") is made as of the 30th day of August, 2005 by and among Traffic.com, Inc. (formerly Mobility Technologies, Inc.), a Delaware corporation (the "Company"), the several persons named in Exhibit A hereto (referred to collectively herein as the "Series E Investors" and each individually as a "Series E Investor"), the several persons named in Exhibit B hereto (referred to collectively herein as the "Series E-1 Investors" and each individually as a "Series E-1 Investor"), the several persons named in Exhibit C hereto (referred to collectively herein as the "Series F Investors" and each individually as a "Series F Investor") and the several persons named in Exhibit D hereto (collectively, the "Founders").
TRAFFIC.COM, INC.Traffic.com, Inc. • August 31st, 2005 • Delaware
This certifies that Hearst Communications, Inc., whose address is c/o Hearst Interactive Media, 959 Eighth Avenue, Suite 257, New York, New York 10019 (including its permitted transferees, the “Holder”), is entitled to subscribe for and purchase, pursuant to the schedule act forth in Section 2.1 herein, during the period commencing on the date hereof and ending at 5:00 P.M., New York local time, on March 16, 2011, up to One Hundred Thousand (100,000) shares of fully paid and nonassessable common stock, $0.01 par value per share (“Common Stock”), of traffic.com, Inc., a Delaware corporation (the “Company”). The purchase price of each such share shall be the amount set forth in Section 1.5 herein. Except as set forth in Section 7.1, this Warrant shall not be assignable, and shall only be exercisable, by Holder.
AMENDMENT AND WAIVER UNDER FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 5th, 2006 • Traffic.com, Inc. • Services-advertising
This Amendment and Waiver dated as of ________________, 2006 (the “Amendment”) to the Fourth Amended and Restated Investor Rights Agreement, dated as of August 30, 2005 (the “Investor Rights Agreement”), by and among Traffic.com, Inc., a Delaware Corporation (the “Company”), and the Series E Investors, the Series E-1 Investors, the Series F Investors and the Founders named on Exhibits A, B, C and D, respectively, to the Investor Rights Agreement (collectively, the “Stockholders”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Investor Rights Agreement.
