BACKGROUNDEmployment Agreement • December 16th, 2005 • Global Traffic Network, Inc. • Nevada
BACKGROUNDStock Option Agreement • January 25th, 2006 • Global Traffic Network, Inc. • Services-miscellaneous business services • Minnesota
Exhibit 1.1 UNDERWRITING AGREEMENT FELTL AND COMPANY, INC. d/b/a Feltl and Company 225 South Sixth Street Suite 4200 Minneapolis, MN 55402 Ladies and Gentlemen: Global Traffic Network, Inc., a Delaware corporation (the "Company"), proposes to issue...Underwriting Agreement • March 17th, 2006 • Global Traffic Network, Inc. • Services-miscellaneous business services • Minnesota
EXECUTION VERSION SECURITY AGREEMENT SECURITY AGREEMENT, dated as of November 9, 2005 (the "Agreement"), by and between Canadian Traffic Network ULC, an Alberta business corporation (the "Obligor"), and Metro Networks Communications, Inc., a Maryland...Security Agreement • December 16th, 2005 • Global Traffic Network, Inc. • New York
RECITALSGuaranty Agreement • December 16th, 2005 • Global Traffic Network, Inc. • New York
ARTICLE II TERMINATION OF SHAREHOLDER AGREEMENTSSecurities Exchange Agreement • December 16th, 2005 • Global Traffic Network, Inc. • Nevada
RECITALSSenior Note Purchase Agreement • December 16th, 2005 • Global Traffic Network, Inc. • New York
AGREEMENT AND PLAN OF MERGER among GTCR GRIDLOCK HOLDINGS (CAYMAN), L.P., GTCR GRIDLOCK HOLDINGS, INC., GTCR GRIDLOCK ACQUISITION SUB, INC. and GLOBAL TRAFFIC NETWORK, INC. Dated as of August 2, 2011Merger Agreement • August 3rd, 2011 • Global Traffic Network, Inc. • Services-miscellaneous business services • Nevada
AGREEMENT AND PLAN OF MERGER, dated as of August 2, 2011 (this “Agreement”), by and among GTCR Gridlock Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“Parent”) acting by its general partner, GTCR Gridlock Partners, Ltd., a Cayman Islands limited company, GTCR Gridlock Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“U.S. Parent”), GTCR Gridlock Acquisition Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of U.S. Parent (the “Purchaser”), and Global Traffic Network, Inc., a Nevada corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement, unless the context indicates otherwise.
4,500,000 Shares Global Traffic Network, Inc. Common Stock, Par Value $0.001 Per Share Underwriting AgreementUnderwriting Agreement • August 1st, 2007 • Global Traffic Network, Inc. • Services-miscellaneous business services • New York
Introductory. Global Traffic Network, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 4,500,000 shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. In addition, the Company has granted to the Underwriters an option to purchase up to an additional 675,000 shares (the “Optional Shares”) of Common Stock, as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Shares.” Oppenheimer & Co. (“Oppenheimer”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Shares.
EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2011 • Global Traffic Network, Inc. • Services-miscellaneous business services • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective (the “Effective Date”) as of July 1, 2011, by and between Global Traffic Network, Inc., a Nevada corporation located at 880 Third Avenue, 6th Floor, New York, NY 10022 (the “Company”), and Gary Worobow, with a mailing address of 19 Withington Road, Scarsdale, New York 10583 (the “Employee”).
NEWS REPORT BROADCASTING AGREEMENT AUSTEREO NETWORKNews Report Broadcasting Agreement • February 17th, 2006 • Global Traffic Network, Inc. • Services-miscellaneous business services • New South Wales
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement • February 14th, 2007 • Global Traffic Network, Inc. • Services-miscellaneous business services • New York
This Severance Agreement and General Release (“Agreement”) is made and entered into by and between Global Traffic Network, Inc. (the “Company”), a Delaware corporation having a corporate business headquarters at 800 Second Avenue, 5th Floor, New York, New York, and Kenneth A. Casseri (“Mr. Casseri”), a resident of the state of New York.
CONTEXT OF THIS AGREEMENTAircraft Traffic Report Supply Agreement • December 16th, 2005 • Global Traffic Network, Inc. • Ontario
AMENDMENT NO. 1 TO NON-COMPETE AND CONFIDENTIALITY AGREEMENTNon-Compete and Confidentiality Agreement • February 14th, 2007 • Global Traffic Network, Inc. • Services-miscellaneous business services
This Amendment No. 1 to Non-Compete and Confidentiality Agreement (this “Amendment”) is made and entered into as of January 16, 2007 (the “Effective Date”) by and between Canadian Traffic Network ULC, an Alberta corporation (the “Company”) and an indirect wholly-owned subsidiary of Global Traffic Network, Inc., a Delaware corporation (“GTN”), and Ken Casseri (the “Employee”).
DATED 1 FEBRUARY 2009 UBC MEDIA GROUP PLC (1) - and - GLOBAL TRAFFIC NETWORK (UK) LIMITED (2) - and- GLOBAL TRAFFIC NETWORK, INC. (3) SHARE PURCHASE AGREEMENT relating to The Unique Broadcasting Company Limited FINERS STEPHENS INNOCENT LLP 179 Great...Share Purchase Agreement • February 3rd, 2009 • Global Traffic Network, Inc. • Services-miscellaneous business services • England
July 21, 2009 Mr. Dale Arfman 16480 Reddington Drive Reddington Beach, FL 33708 Dear Mr. Arfman:Consulting Agreement • July 28th, 2009 • Global Traffic Network, Inc. • Services-miscellaneous business services
This will confirm our agreement regarding the resignation of your employment at Global Traffic Network, Inc. (“GTN”) and your consulting arrangement with GTN and its related entities (the “Company”).
EXECUTION VERSION MUTUAL SALES REPRESENTATION AGREEMENT THIS MUTUAL SALES REPRESENTATION AGREEMENT dated November 9, 2005 (this "Agreement"), is entered into by and between Metro Networks Communications, Limited Partnership, a Delaware limited...Mutual Sales Representation Agreement • December 16th, 2005 • Global Traffic Network, Inc. • New York
CONTRIBUTION, NON-TENDER AND SUPPORT AGREEMENTContribution, Non-Tender and Support Agreement • August 4th, 2011 • Global Traffic Network, Inc. • Services-miscellaneous business services • Nevada
This Contribution, Non-Tender and Support Agreement (this “Agreement”), dated as of August 2, 2011, is entered into by and between GTCR Gridlock Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“Parent”), and William L. Yde III, individually (the “Investor”), a stockholder of Global Traffic Network, Inc., a Nevada corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • April 4th, 2007 • Global Traffic Network, Inc. • Services-miscellaneous business services
This Amendment No. 1 to Employment Agreement (this “Amendment”) is made and entered into on April 4, 2007, but to be effective as of March 29, 2007 (the “Effective Date”), by and between Global Traffic Network, Inc., a Delaware corporation located at 800 Second Avenue, 5th Floor, New York, NY 10017 (the “Company”), and Scott Cody, with a mailing address of P.O. Box 442, 252 School Street, Howard, PA 16841 (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2009 • Global Traffic Network, Inc. • Services-miscellaneous business services • New York
This Employment Agreement (this “Agreement”) is made and entered into on March 11, 2009, but to be effective as of March 1, 2009 (the “Effective Date”), by and between Global Traffic Network, Inc., a Nevada corporation with a business office located at 880 Third Avenue, 6th Floor, New York, NY 10022 (the “Company”), and Gary L. Worobow (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 17th, 2006 • Global Traffic Network, Inc. • Services-miscellaneous business services • Nevada
This Employment Agreement (this “Agreement”) is made and entered into effective (the “Effective Date”) as of the closing date of the proposed initial public offering of Global Traffic Network, Inc., a Delaware corporation located at 7251 West Lake Mead Boulevard, Suite 300, Las Vegas, Nevada 89128 (the “Company”), by and between the Company and Scott Cody, with a mailing address of 525 Teetshorn Street, Houston, Texas 77009 (the “Employee”).
ContractTraffic Report Supply Agreement • June 28th, 2007 • Global Traffic Network, Inc. • Services-miscellaneous business services • New South Wales
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.
EXECUTION VERSION TRAFFIC DATA AGREEMENT THIS TRAFFIC DATA AGREEMENT dated November 9, 2005 (this "Agreement"), is entered into by and between Metro Networks Communications, Limited Partnership, a Delaware limited partnership, ("Metro") and Canadian...Traffic Data Agreement • December 16th, 2005 • Global Traffic Network, Inc. • New York
RECITALS:Management Agreement • March 15th, 2006 • Global Traffic Network, Inc. • Services-miscellaneous business services
Form of Global Traffic Network, Inc. Restricted Stock AgreementRestricted Stock Agreement • April 11th, 2008 • Global Traffic Network, Inc. • Services-miscellaneous business services • Nevada
This Restricted Stock Agreement (this “Agreement”) made effective as of ___, is by and between Global Traffic Network, Inc., a Nevada corporation (the “Company”), and ___(the “Director”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • July 3rd, 2008 • Global Traffic Network, Inc. • Services-miscellaneous business services
This Amendment No. 1 to Employment Agreement (this “Amendment”) is made and entered into on July 1, 2008, by and between Global Traffic Network, Inc., a Nevada corporation located at 880 Third Avenue, 6th Floor, New York, NY 10022 (the “Company”), and William L. Yde III, with a mailing address of 2091 Cherry Creek Circle, Las Vegas, Nevada 89135 (the “Employee”).
GuarantyGuaranty • August 3rd, 2011 • Global Traffic Network, Inc. • Services-miscellaneous business services • New York
This Guaranty, dated as of August 2, 2011 (this “Guaranty”), by GTCR Fund X/A AIV LP, a Cayman Islands exempted limited partnership (the “Guarantor”) is in favor of Global Traffic Network, Inc., a Nevada corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 2, 2011, by and among GTCR Gridlock Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“Parent”), GTCR Gridlock Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“U.S. Parent”), GTCR Gridlock Acquisition Sub., Inc., a Nevada corporation and a wholly-owned subsidiary of U.S. Parent (the “Purchaser”), and the Company. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
ContractVariation to Contract • September 10th, 2009 • Global Traffic Network, Inc. • Services-miscellaneous business services
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule24b-2 promulgated under the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • July 3rd, 2008 • Global Traffic Network, Inc. • Services-miscellaneous business services
This Amendment No. 2 to Employment Agreement (this “Amendment”) is made and entered into on July 1, 2008, by and between Global Traffic Network, Inc., a Nevada corporation located at 880 Third Avenue, 6th Floor, New York, NY 10022 (the “Company”), and Scott Cody, with a mailing address of P.O. Box 442, 252 School Street, Howard, PA 16841 (the “Employee”).
INFORMATION REPORT SUPPLY AGREEMENTInformation Report Supply Agreement • September 9th, 2008 • Global Traffic Network, Inc. • Services-miscellaneous business services • New South Wales
AGREEMENT TO JOINTLY FILE SCHEDULE 13DJoint Filing Agreement • February 13th, 2007 • Global Traffic Network, Inc. • Services-miscellaneous business services
The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of Global Traffic Network, Inc. and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned.
EXECUTION VERSION THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE OR PROVINCE, HAS BEEN ACQUIRED FOR INVESTMENT AND WITHOUT A VIEW TO ITS DISTRIBUTION, AND MAY NOT BE SOLD,...Senior Secured Note • December 16th, 2005 • Global Traffic Network, Inc. • New York
DEED OF AMENDMENT TO SHARE PURCHASE AGREEMENT RELATING TO THE UNIQUE BROADCASTING COMPANY LIMITEDDeed of Amendment to Share Purchase Agreement • July 28th, 2009 • Global Traffic Network, Inc. • Services-miscellaneous business services
Under the terms of a share purchase agreement entered into by the Parties and dated 1 February 2009 (“SPA”) the Seller sold to the Buyer the entire issued share capital of The Unique Broadcasting Company Limited (as it was then called). Under the terms of the SPA Seller is entitled to receive certain earn out consideration subject to the achievement of certain conditions (“Earn Out”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 26th, 2008 • Global Traffic Network, Inc. • Services-miscellaneous business services
This Agreement and Plan of Merger (the “Plan”) is adopted as of February 20, 2008, by and between Global Traffic Network, Inc., a Delaware corporation (“Global Delaware”), and Global Traffic Network, Inc., a Nevada corporation and a wholly owned subsidiary of Global Delaware (“Global Nevada”).
