CONTRIBUTION, NON-TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 9th, 2011 • GTCR Gridlock Acquisition Sub, 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).
GTCR FUND X/A AIV LPGTCR Gridlock Acquisition Sub, Inc. • August 9th, 2011 • Services-miscellaneous business services
Reference is made to the Agreement and Plan of Merger, dated as of August 2, 2011 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), 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 Global Traffic Network, Inc., a Nevada corporation (the “Company”), pursuant to which (i) the Purchaser will commence a tender offer (the “Offer”) for all of the outstanding common stock, par value $.001 per share, of the Company, (ii) the Parties will effect the Restructuring Transactions pursuant to which, among other things, certain direct or indirect Subsidiaries of Parent may acquire the outstanding Equity Interests of Global Traffic Canada, Inc., an Alberta unlimited li
AMENDED AND RESTATED CONFIDENTIALITY AGREEMENTConfidentiality Agreement • August 9th, 2011 • GTCR Gridlock Acquisition Sub, Inc. • Services-miscellaneous business services • New York
Global Traffic Network, Inc., a Nevada corporation, and its affiliates (collectively, “GTN”), and GTCR Golder Rauner II, LLC. (“Recipient”) have agreed to discuss on a preliminary basis a potential business transaction (the “Transaction”). GTN and Recipient agree that in connection with the activities related to the Transaction, GTN may disclose oral and written information that is proprietary and confidential information of GTN and certain third parties. GTN is willing to disclose such information to Recipient pursuant to the terms and conditions of this Amended and Restated Confidentiality Agreement (this “Agreement”) set forth below.
LOAN AUTHORIZATION AGREEMENT DATED: SEPTEMBER 6, 2011Loan Authorization Agreement • September 7th, 2011 • GTCR Gridlock Acquisition Sub, Inc. • Services-miscellaneous business services • Illinois
The Borrower referred to below has applied for, and BMO HARRIS FINANCING, INC., Chicago, Illinois (the “Lender”), has approved the establishment of, a loan authorization account (“Loan Account”) from which the Borrower may from time to time request loans and letters of credit up to the maximum amount of credit shown below (the “Maximum Credit”). Interest on such loans is computed at a variable rate which may change daily based upon changes in the Prime Rate or the LIBOR Quoted Rate (each hereinafter defined). The Borrower may make principal payments at any time and in any amount. The request by the Borrower for, and the making by the Lender of, any loan against the Loan Account or the issuance by BANK OF MONTREAL (Bank of Montreal in such capacity herein referred to as the “Issuing Bank” and Bank of Montreal in any other capacity herein is referred to as the “Reference Bank”) of a letter of credit, shall constitute an agreement between the Borrower and the Lender as follows:
GTCR Gridlock Holdings (Cayman), L.P., a Cayman Islands exempted limited partnershipGTCR Gridlock Acquisition Sub, Inc. • August 9th, 2011 • Services-miscellaneous business services
