Share Exchange Transaction. The issuance of Common Stock and certain promissory notes by the Company to the holders of outstanding ordinary shares of the Australia Traffic Network in exchange for all such outstanding ordinary shares of the Australia Traffic Network in the share exchange transaction, as described in the Disclosure Package and the Prospectus (the "Share Exchange Transaction"), has been duly authorized by the Company and has been duly consummated by the Company and each other party to the Share Exchange Transaction. The Share Exchange Transaction does not require any governmental or third party consent or approval. Neither the issuance of Common Stock nor the issuance of promissory notes by the Company in accordance with the Share Exchange Transaction requires registration under the Securities Act and such issuances will not be integrated with the sale of the Common Shares hereunder. Any certificate signed by an officer of the Company and delivered to the Underwriter or to counsel for the Underwriter shall be deemed to be a representation and warranty by the Company to the Underwriter as to the matters set forth therein. The Company acknowledges that the Underwriter and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsels to the Company and counsel to the Underwriter, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
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Sources: Underwriting Agreement (Global Traffic Network, Inc.), Underwriting Agreement (Global Traffic Network, Inc.)