0001047469-05-026273 Sample Contracts

WARRANT TO PURCHASE COMMON STOCK OF TRAFFIC.COM, INC.
Warrant Agreement • November 4th, 2005 • Traffic.com, Inc. • Services-advertising • Delaware

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.”

MOBILITY TECHNOLOGIES, INC. LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 4th, 2005 • Traffic.com, Inc. • Services-advertising • California

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

December 20, 2002 Mr. Douglas Alexander 1200 Fairview Road Villanova, PA 19085 Dear Doug:
Employment Agreement • November 4th, 2005 • Traffic.com, Inc. • Services-advertising

On behalf of the Board of Directors of Mobility Technologies, Inc. ("Mobility" or the "Company"), I am pleased to offer you the position of Chief Executive Officer of the Company. The purpose of this letter is to confirm the terms of our offer to you.

FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • November 4th, 2005 • Traffic.com, Inc. • Services-advertising • Delaware

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").