Traffic.com, Inc. Sample Contracts

Traffic.com, Inc. – STOCKHOLDER VOTING AGREEMENT (November 6th, 2006)

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.

Traffic.com, Inc. – Driving Into The Future November 6, 2006 Confidential and for Internal Use Only NAVTEQ Introduction NAVTEQ is the leading provider of comprehensive digital map information for automotive navigation systems, location-based services, and government and business solutions. 2100 employees worldwide; 139 offices in 29 countries NAVTEQ supplies maps to virtually every automobile manufacturer offering navigation systems in North America and Europe NAVTEQ powers every major Internet mapping portal in North America and Europe NAVTEQ estimates that 60 million of their maps, on average, were used every d (November 6th, 2006)
Traffic.com, Inc. – STOCKHOLDER VOTING AGREEMENT (November 6th, 2006)

This STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 5, 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.

Traffic.com, Inc. – AGREEMENT (November 6th, 2006)

This Agreement is made as of this 5th day of November, 2006, by and between Traffic.com, Inc. (the “Company”) and Robert N. Verratti (the “Executive”).

Traffic.com, Inc. – STOCKHOLDER VOTING AGREEMENT (November 6th, 2006)

This STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 5, 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.

Traffic.com, Inc. – AGREEMENT AND PLAN OF MERGER (November 6th, 2006)

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.

Traffic.com, Inc. – Traffic.com All-Employee Email from RVerratti Dear Employees, I am excited to announce that Traffic.com has entered into a definitive agreement to be acquired by NAVTEQ. Many of you are already very familiar with NAVTEQ, as they have been a valued partner of ours for many years, providing us with digital maps across many of our applications, and us in turn, providing them with the vital traffic data that powers real-time traffic for in-vehicle and portable navigation devices. (November 6th, 2006)

This agreement will do many things for Traffic.com - strengthen our ability to service our traditional media affiliates and advertising customers; provide the opportunity to accelerate and enhance our products and services; and improve our access to device manufacturers that are existing customers of NAVTEQ. Taken all together, I believe this is a very exciting opportunity for our employees, customers and shareholders alike. If you have personally had the opportunity of working with NAVTEQ in the past - especially our Business Development, Design and Developer teams - you realize that our employees know each other well and that we already share many mutual objectives and partners. We look forward to further strengthening our technology and product offerings as we begin this journey.

Traffic.com, Inc. – AGREEMENT (November 6th, 2006)

This Agreement is made as of this 5th day of November, 2006, by and between Traffic.com, Inc. (the “Company”) and Robert N. Verratti (the “Executive”).

Traffic.com, Inc. – STOCKHOLDER VOTING AGREEMENT (November 6th, 2006)

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.

Traffic.com, Inc. – Contract (August 30th, 2006)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.

Traffic.com, Inc. – TRAFFIC.COM, INC. LOAN AND SECURITY AGREEMENT (August 30th, 2006)

This LOAN AND SECURITY AGREEMENT is entered into as of August 28, 2006, by and between Square 1 Bank (“Bank”) and TRAFFIC.COM, INC. (“Borrower”).

Traffic.com, Inc. – AGREEMENT (August 10th, 2006)

This Agreement is made as of this 7th day of August, 2006, by and between Traffic.com, Inc. (the “Company”) and Andrew P. Maunder (the “Executive”).

Traffic.com, Inc. – AGREEMENT (August 10th, 2006)

This Agreement is made as of this 7th day of August, 2006, by and between Traffic.com, Inc. (the “Company”) and David L. Jannetta (the “Executive”).

Traffic.com, Inc. – AGREEMENT (August 10th, 2006)

This Agreement is made as of this 7th day of August, 2006, by and between Traffic.com, Inc. (the “Company”) and Joseph A. Reed (the “Executive”).

Traffic.com, Inc. – AGREEMENT (August 10th, 2006)

This Agreement is made as of this 7th day of August, 2006, by and between Traffic.com, Inc. (the “Company”) and Brian J. Sisko (the “Executive”).

Traffic.com, Inc. – AGREEMENT (August 10th, 2006)

This Agreement is made as of this 7th day of August, 2006, by and between Traffic.com, Inc. (the “Company”) and Christopher M. Rothey (the “Executive”).

Traffic.com, Inc. – [FORM OF INDEMNIFICATION AGREEMENT] TRAFFIC.COM, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (May 10th, 2006)

This Director and Officer Indemnification Agreement, dated as of ______________, 2006 (this “Agreement”), is made by and between Traffic.com, Inc., a Delaware corporation (the “Company”), and __________________ (the “Indemnitee”).

Traffic.com, Inc. – Executive Stock Option Agreement (May 10th, 2006)

TRAFFIC.COM, INC., a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of its common stock (the “Shares”) to the Participant named below. The terms and conditions of the Option are set forth in this Stock Option Agreement (the “Agreement”), and in the Traffic.Com, Inc. 2005 Long-Term Incentive Plan (the “Plan”), a copy of which is attached as Appendix A.

Traffic.com, Inc. – Stock Option Agreement (May 10th, 2006)

TRAFFIC.COM, INC., a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of its common stock (the “Shares”) to the Participant named below. The terms and conditions of the Option are set forth in this Stock Option Agreement (the “Agreement”), and in the Traffic.Com, Inc. 2005 Long-Term Incentive Plan (the “Plan”), a copy of which is attached as Appendix A.

Traffic.com, Inc. – Traffic.com, Inc. 851 Duportail Road Suite 220 Wayne, PA 19087 (March 24th, 2006)

We are pleased to confirm our mutual understanding concerning the retention by Traffic.com, Inc. ("Traffic" or the "Company") of Allen & Company LLC ("Allen") to act as the Company's exclusive financial advisor on the terms set forth herein. This letter will replace the prior engagement letter existing between the Company and Allen.

Traffic.com, Inc. – TRAFFIC.COM, INC. 2005 LONG-TERM INCENTIVE PLAN As Adopted by the Board of Directors on October 31, 2005 (January 24th, 2006)
Traffic.com, Inc. – FORM OF UNDERWRITING AGREEMENT (January 20th, 2006)
Traffic.com, Inc. – FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRAFFIC.COM, INC. (January 20th, 2006)

This Fifth Amended and Restated Certificate of Incorporation (this “Certificate of Incorporation”) was duly adopted by the board of directors and the stockholders of the Corporation in accordance with Sections 141(f), 228, 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”).

Traffic.com, Inc. – AMENDED AND RESTATED BYLAWS OF TRAFFIC.COM, INC. (January 20th, 2006)
Traffic.com, Inc. – FORMAL SETTLEMENT AGREEMENT AND GENERAL RELEASE (January 20th, 2006)

This Formal Settlement Agreement and General Release (the “Agreement”), entered into as of this 16th day of December, 2005, is made and entered into by Santa Fe Technologies, Inc. (“Santa Fe Technologies”), Traffic.com, Inc., f/k/a Argus Networks, Inc. (“Argus”), and TL Ventures L.P., f/k/a TL Ventures LLC (on behalf of itself and all its related entities, collectively “TL Ventures” as defined below in Paragraph 3) hereinafter collectively referred to as “the Parties,” or individually, a “Party,” in furtherance of the Parties’ Memorandum of Settlement entered on November 17, 2005.

Traffic.com, Inc. – CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF TRAFFIC.COM, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware (January 5th, 2006)

Traffic.com, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

Traffic.com, Inc. – AMENDMENT AND WAIVER UNDER FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (January 5th, 2006)

This Amendment and Waiver dated as of ________________, 2006 (the “Amendment”) to the Fourth Amended and Restated Investor Rights Agreement, dated as of August 30, 2005 (the “Investor Rights Agreement”), by and among Traffic.com, Inc., a Delaware Corporation (the “Company”), and the Series E Investors, the Series E-1 Investors, the Series F Investors and the Founders named on Exhibits A, B, C and D, respectively, to the Investor Rights Agreement (collectively, the “Stockholders”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Investor Rights Agreement.

Traffic.com, Inc. – MOBILITY TECHNOLOGIES, INC. LOAN AND SECURITY AGREEMENT (December 23rd, 2005)

This LOAN AND SECURITY AGREEMENT is entered into as of December 7, 2003, by and between COMERICA BANK (“Bank”) and MOBILITY TECHNOLOGIES, INC. (“Borrower”).

Traffic.com, Inc. – WARRANT TO PURCHASE COMMON STOCK OF TRAFFIC.COM, INC. (November 28th, 2005)

This is to certify that, FOR VALUE RECEIVED, The Burns Family Trust (“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 October 31, 2005 and ending at 5:00 P.M. (E.S.T.) on July 30, 2008 (the “Exercise Period”), an aggregate of Nine Hundred and Eight Thousand (908,000) 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.”

Traffic.com, Inc. – Contract (November 28th, 2005)

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT. THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE COMMISSION.

Traffic.com, Inc. – FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (November 4th, 2005)

This FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this "Agreement") is made as of the 30th day of August, 2005 by and among Traffic.com, Inc. (formerly Mobility Technologies, Inc.), a Delaware corporation (the "Company"), the several persons named in Exhibit A hereto (referred to collectively herein as the "Series E Investors" and each individually as a "Series E Investor"), the several persons named in Exhibit B hereto (referred to collectively herein as the "Series E-1 Investors" and each individually as a "Series E-1 Investor"), the several persons named in Exhibit C hereto (referred to collectively herein as the "Series F Investors" and each individually as a "Series F Investor") and the several persons named in Exhibit D hereto (collectively, the "Founders").

Traffic.com, Inc. – FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRAFFIC.COM, INC. (November 4th, 2005)

Traffic.com, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), does hereby certify that:

Traffic.com, Inc. – WARRANT TO PURCHASE COMMON STOCK OF TRAFFIC.COM, INC. (November 4th, 2005)

This is to certify that, FOR VALUE RECEIVED, PA Early Stage Partners, 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 August 24, 2005 and ending at 5:00 P.M. (E.S.T.) on March 31, 2008 (the “Exercise Period”), an aggregate of Two Hundred Thousand (200,000) 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.”

Traffic.com, Inc. – Amendment of Solicitation/Modification to Subcontract—QSF 4.6.24 (November 4th, 2005)
Traffic.com, Inc. – AMENDED AND RESTATED BYLAWS OF TRAFFIC.COM, INC. (November 4th, 2005)