0001193125-11-207309 Sample Contracts

AGREEMENT AND PLAN OF MERGER among GTCR GRIDLOCK HOLDINGS (CAYMAN), L.P., GTCR GRIDLOCK HOLDINGS, INC., GTCR GRIDLOCK ACQUISITION SUB, INC. and GLOBAL TRAFFIC NETWORK, INC. Dated as of August 2, 2011

Agreement and Plan of Merger • August 3rd, 2011 • Global Traffic Network, Inc. • Services-miscellaneous business services • Nevada

• Contract Type
  Agreement and Plan of Merger
• Filed
  August 3rd, 2011
• Company
  Global Traffic Network, Inc.
• Industry
  Services-miscellaneous business services
• Jurisdiction
  Nevada

AGREEMENT AND PLAN OF MERGER, dated as of August 2, 2011 (this “Agreement”), by and among GTCR Gridlock Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“Parent”) acting by its general partner, GTCR Gridlock Partners, Ltd., a Cayman Islands limited company, 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”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement, unless the context indicates otherwise.

Guaranty

Global Traffic Network, Inc. • August 3rd, 2011 • Services-miscellaneous business services • New York

• Company
  Global Traffic Network, Inc.
• Filed
  August 3rd, 2011
• Industry
  Services-miscellaneous business services
• Jurisdiction
  New York

This Guaranty, dated as of August 2, 2011 (this “Guaranty”), by GTCR Fund X/A AIV LP, a Cayman Islands exempted limited partnership (the “Guarantor”) is in favor of Global Traffic Network, Inc., a Nevada corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 2, 2011, 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 the Company. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.