EXCHANGE AGREEMENTExchange Agreement • May 2nd, 2013 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software
(the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Existing Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with TeleCommunication Systems, Inc. (the “Company”) on May , 2013 whereby the Holders will exchange (the “Exchange”) the Company’s 4.50% Convertible Senior Notes due 2014 (the “Existing Notes”) for the Company’s new % Convertible Senior Notes due 2018 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture to be dated as of , 2013 (the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).
