WARRANT TO PURCHASE COMMON STOCK OF MOBILITY TECHNOLOGIES, INC.Traffic.com, Inc. • August 31st, 2005 • Delaware
This is to certify that, FOR VALUE RECEIVED, Convergence Capital, L.P. or its assigns (in either case, a "Holder"), is entitled to purchase, subject to the terms set forth below, from Mobility Technologies, Inc., a Delaware corporation (the "Company"), during the period commencing on March 31, 2003 and ending at 5:00 P.M. (E.S.T.) on March 31, 2008 (the "Exercise Period"), an aggregate of four hundred and forty-one thousand and three hundred and ninety-seven (441,397) 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".
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.
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."
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."
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).
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
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").
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".
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.
