Exhibit 4.2 WARRANT AGREEMENT This Agreement, dated as of April 1, 1997, between NAVIGATION TECHNOLOGIES CORPORATION, a Delaware corporation (the "Company"), and PHILIPS MEDIA SERVICES B.V., a Netherlands corporation (together with its successors or...Warrant Agreement • November 15th, 2001 • Navigation Technologies Corp • Services-prepackaged software • New York
AGREEMENTAgreement • December 19th, 2002 • Navigation Technologies Corp • Services-prepackaged software
SECTION 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANYStock Purchase Agreement • November 15th, 2001 • Navigation Technologies Corp • Services-prepackaged software • New York
EXHIBIT 4.3 NAVIGATION TECHNOLOGIES CORPORATION STOCK OPTION AGREEMENT I. NOTICE OF STOCK OPTION GRANT John MacLeod 14 Portuguese Boulevard Road Rolling Hills, California 90274 You have been granted an option (this "Option") to purchase shares of...Stock Option Agreement • January 14th, 2002 • Navigation Technologies Corp • Services-prepackaged software • Illinois
RECITALSEmployment Agreement • May 6th, 2004 • Navteq Corp • Services-prepackaged software
SECTION 1 DEFINITIONSRegistration Rights Agreement • November 15th, 2001 • Navigation Technologies Corp • Services-prepackaged software • New York
Execution Copy -------------- NAVIGATION TECHNOLOGIES CORPORATION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of September 18, 2000, by and between Navigation Technologies Corporation, a Delaware corporation (the...Employment Agreement • November 15th, 2001 • Navigation Technologies Corp • Services-prepackaged software • Illinois
Exhibit 10.3 AMENDED AND RESTATED MASTER LOAN AGREEMENT AMENDED AND RESTATED MASTER LOAN AGREEMENT, dated as of April 1, 1997, between NAVIGATION TECHNOLOGIES CORPORATION, a Delaware corporation (the "Company"), and PHILIPS MEDIA SERVICES B.V....Master Loan Agreement • November 15th, 2001 • Navigation Technologies Corp • Services-prepackaged software • New York
Exhibit 10.23 MASTER SEPARATION AGREEMENT BETWEEN KONINKLIJKE PHILIPS ELECTRONICS N.V. AND NAVTEQ CORPORATIONMaster Separation Agreement • August 2nd, 2004 • Navteq Corp • Services-prepackaged software • New York
BETWEEN NAVIGATION TECHNOLOGIES CORPORATION AND ------------------------------- ------------------------------------------------- HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED (LICENSEE)Data License Agreement • December 19th, 2002 • Navigation Technologies Corp • Services-prepackaged software • Illinois
First Amendment To Green Employment AgreementEmployment Agreement • November 15th, 2001 • Navigation Technologies Corp • Services-prepackaged software
EXHIBIT 10.10(vi) [BMW GROUP LETTERHEAD] BMW Group Navigation Technologies B.V. De Waal 15 NL- 5684 PH Best EM-22 (089) 3 62-46214 (089) 3 62-70-46214 Wilhem.Viessmann@bmw.de 22.05.2002 MODIFICATION OF THE WARRANTY AGREEMENT DATED 08.09.98 Dear Sir or...Warranty Agreement • August 30th, 2002 • Navigation Technologies Corp • Services-prepackaged software
AMENDMENT OF AGREEMENT BETWEEN BMW (SOUTH AFRICA) (PROPRIETARY) LIMITED (HEREINAFTER REFERRED TO AS "BMW") AND NAVIGATION TECHNOLOGIES B.V. (HEREINAFTER REFERRED TO AS "NAVTECH")Amendment of Agreement • August 30th, 2002 • Navigation Technologies Corp • Services-prepackaged software
Exhibit 10.4(i) EMPLOYMENT AGREEMENT This Agreement is made as of this 17th day of April, 2000, by and between Navigation Technologies Corporation, a Delaware corporation ("NavTech"), and Judson Green, an individual residing in Orlando, Florida...Employment Agreement • November 15th, 2001 • Navigation Technologies Corp • Services-prepackaged software • Illinois
Exhibit 10.22 AMENDMENT TO DEPOSIT AGREEMENTS WHEREAS, Navigation Technologies Corporation, a Delaware corporation ("NTC") and Koninklijke Philips Electronics N.V., a public company incorporated under the laws of The Netherlands, ("Philips") are...Deposit Agreement • June 2nd, 2004 • Navteq Corp • Services-prepackaged software
Exhibit 10.9(i) NAVIGATION TECHNOLOGIES CORPORATION INDEMNIFICATlON AGREEMENT This Indemnification Agreement (" Agreement") is effective as of ______________, _______, by and between Navigation Technologies Corporation, a Delaware corporation (the...Indemnification & Liability • November 15th, 2001 • Navigation Technologies Corp • Services-prepackaged software • Delaware
NAVIGATION TECHNOLOGIES CORPORATION STOCK OPTION AGREEMENT (Exchange Option "B")Stock Option Agreement • March 28th, 2003 • Navigation Technologies Corp • Services-prepackaged software • Illinois
Letterhead of Pepper Hamilton LLP]Agreement and Plan of Merger • January 23rd, 2007 • Navteq Corp • Services-prepackaged software
Pursuant to the Agreement and Plan of Merger, dated as of November 5, 2006 (the “Agreement”), by and among NAVTEQ Corporation, a Delaware corporation (“Parent”), NAVTEQ Holdings B.V., a corporation organized under the laws of The Netherlands and a wholly-owned subsidiary of Parent (“BV Sub”), NAVTEQ Holdings Delaware, Inc., a Delaware corporation and a wholly-owned subsidiary of BV Sub (“Merger Sub”), and Traffic.com, Inc., a Delaware corporation (the “Company”), the Company is to merge with and into Merger Sub with Merger Sub surviving (the “Merger”). Capitalized terms not otherwise defined in this opinion have the meanings ascribed to such terms in the Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 20th, 2004 • Navteq Corp • Services-prepackaged software • Delaware
This Indemnification Agreement ("Agreement") is effective as of , 200 by and between NAVTEQ Corporation (the "Company"), and ("Indemnitee").
Exhibit 4.6 AGREEMENT REGARDING REGISTRATION OF SHARES This AGREEMENT REGARDING REGISTRATION OF SHARES ("Agreement") is made as of May 17, 2004 by and between NAVTEQ Corporation ("Company") and NavPart I B. V. ("Stockholder"). WHEREAS, the Company has...Agreement Regarding Registration of Shares • June 2nd, 2004 • Navteq Corp • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 6th, 2006 • Navteq Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 5, 2006, by and among NAVTEQ Corporation, a Delaware corporation (“Parent”), NAVTEQ Holdings B.V., a corporation organized under the laws of The Netherlands and a wholly-owned subsidiary of Parent (“BV Sub”), NAVTEQ Holdings Delaware, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of BV Sub (“Merger Sub”), and Traffic.com, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • November 6th, 2006 • Navteq Corp • Services-prepackaged software • Delaware
This STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 6, 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.
Interim Amendment toData License Agreement • December 22nd, 2004 • Navteq Corp • Services-prepackaged software
This amendment (“Interim Amendment”) to the Data License Agreement (“Agreement”) dated December 1, 1999, by and between NAVTEQ North America, LLC (formerly named Navigation Technologies North America, LLC; formerly Navigation Technologies Corporation)(“NT”) and Harman International Industries, Incorporated (“LICENSEE” or “Harman”) and Territory License No. 6 (“TL6”) thereto dated January 1, 2002, including and any and all amendments thereto (if any), is entered into by the parties as of December 15, 2004 (“Effective Date”).
NAVTEQ CORPORATION (a Delaware corporation) 30,000,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • April 22nd, 2005 • Navteq Corp • Services-prepackaged software • New York
MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080 DEUTSCHE BANK SECURITIES INC. 60 Wall Street, 4th Floor New York, New York 10005
NAVTEQ CORPORATIONStock Option Agreement • September 8th, 2004 • Navteq Corp • Services-prepackaged software • Delaware
AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as of November 30, 2005 between NAVTEQ NORTH AMERICA, LLC, NAVTEQ CORPORATION and LASALLE BANK NATIONAL ASSOCIATIONCredit Agreement • December 5th, 2005 • Navteq Corp • Services-prepackaged software
THIS AMENDMENT dated as of November 30, 2005 (this “Amendment”) is entered into by and among NAVTEQ NORTH AMERICA, LLC, a Delaware limited liability company (the “Company”), NAVTEQ CORPORATION, a Delaware corporation (the “Guarantor”), and LASALLE BANK NATIONAL ASSOCIATION (together with its respective successors and assigns, the “Bank”).
AMENDMENT TO LETTER OF EMPLOYMENT OF JEFFREY L. MIZELetter of Employment • November 9th, 2007 • Navteq Corp • Services-prepackaged software
This amendment (“Amendment”) to your letter of employment with NAVTEQ Corporation (“Company”) dated February 26, 2001, as amended by your International Assignment letter agreement dated March 16, 2003, and your Relocation Assistance summary dated April 2003 (collectively “Letter of Employment”), is made as of the latest date of signature below (“Effective Date”). The Letter of Employment, together with this Amendment, shall hereinafter be referred to as your “Employment Agreement”.
NAVTEQ CORPORATION (a Delaware corporation) 39,168,402 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • August 3rd, 2004 • Navteq Corp • Services-prepackaged software • New York
NAVTEQ Corporation, a Delaware corporation (the "Company"), and Philips Consumer Electronic Services B.V., a Netherlands corporation ("Philips"), and NavPart I B.V., a Netherlands private company with limited liability, with its corporate seat in Amsterdam, The Netherlands ("NavPart" and, together with Philips, the "Selling Shareholders"), confirm their respective agreements with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Credit Suisse First Boston LLC ("CSFB") and each of the other Underwriters named in Schedule A hereto (collectively, the "Underwriters", which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and CSFB are acting as representatives (in such capacity, the "Representatives"), with respect to (i) the sale by the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respecti
AMENDED & RESTATED 2001 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT (Non- Qualified Stock Option)Stock Option Agreement • March 1st, 2007 • Navteq Corp • Services-prepackaged software • Delaware
NAVIGATION TECHNOLOGIES CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2003 • Navigation Technologies Corp • Services-prepackaged software • Illinois
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of October 1, 2002 by and between Navigation Technologies Corporation, a Delaware corporation (the "Company"), and David B. Mullen ("Executive").
Amendment To Employment AgreementEmployment Agreement • November 9th, 2007 • Navteq Corp • Services-prepackaged software
THIS AMENDMENT (this “Amendment”) is made by and between NAVTEQ CORPORATION (the “Company”), and JOHN MACLEOD (“Executive”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in that certain Employment Agreement by and between the Company and Executive dated September 18, 2000 (the “Agreement”).
Letterhead of Klehr, Harrison, Harvey, Branzburg & Ellers LLP] December 20, 2006Agreement and Plan of Merger • December 21st, 2006 • Navteq Corp • Services-prepackaged software
Pursuant to the Agreement and Plan of Merger, dated as of November 5, 2006 (the “Agreement”), by and among NAVTEQ Corporation, a Delaware corporation (“Parent”), NAVTEQ Holdings B.V., a corporation organized under the laws of The Netherlands and a wholly-owned subsidiary of Parent (“BV Sub”), NAVTEQ Holdings Delaware, Inc., a Delaware corporation and a wholly-owned subsidiary of BV Sub (“Merger Sub”), and Traffic.com, Inc., a Delaware corporation (the “Company”), the Company is to merge with and into Merger Sub with Merger Sub surviving (the “Merger”). Capitalized terms not otherwise defined in this opinion have the meanings ascribed to such terms in the Agreement.
CREDIT AGREEMENT dated as of November 9, 2004 between NAVTEQ NORTH AMERICA, LLC, andCredit Agreement • November 12th, 2004 • Navteq Corp • Services-prepackaged software • Illinois
WAIVERWaiver • July 2nd, 2008 • Navteq Corp • Services-prepackaged software
Reference is made to that certain Agreement and Plan of Merger by and among Nokia, Inc. (“Parent”), North Acquisition Corp. (“Purchaser”), and NAVTEQ Corporation (the “Company”), dated as of October 1, 2007 (the “Merger Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
AMENDMENT TO TERRITORY LICENSE NO. 7 This Amendment to Territory License No. 7 ("TL7") dated April 1, 2001, of the Data License Agreement [redacted] by and between Navigation Technologies Corporation ("NAVTECH") and Harman International Industries,...Territory License • August 30th, 2002 • Navigation Technologies Corp • Services-prepackaged software
