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Traffic.com, Inc. – IPO: ‘S-1’ on 8/30/05 – EX-4.25

On:  Tuesday, 8/30/05, at 9:49pm ET   ·   As of:  8/31/05   ·   Accession #:  1047469-5-22277   ·   File #:  333-127973

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/31/05  Traffic.com, Inc.                 S-1                   46:5.8M                                   Merrill Corp/New/FA

Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)               HTML   1.11M 
 2: EX-3.3      Articles of Incorporation/Organization or By-Laws   HTML     96K 
11: EX-4.10     Instrument Defining the Rights of Security Holders  HTML     52K 
12: EX-4.11     Instrument Defining the Rights of Security Holders  HTML     53K 
13: EX-4.12     Instrument Defining the Rights of Security Holders  HTML     53K 
14: EX-4.13     Instrument Defining the Rights of Security Holders  HTML     53K 
15: EX-4.14     Instrument Defining the Rights of Security Holders  HTML     50K 
16: EX-4.15     Instrument Defining the Rights of Security Holders  HTML     53K 
17: EX-4.16     Instrument Defining the Rights of Security Holders  HTML     53K 
18: EX-4.17     Instrument Defining the Rights of Security Holders  HTML     52K 
19: EX-4.18     Instrument Defining the Rights of Security Holders  HTML     52K 
20: EX-4.19     Instrument Defining the Rights of Security Holders  HTML     38K 
 3: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     38K 
21: EX-4.20     Instrument Defining the Rights of Security Holders  HTML     50K 
22: EX-4.21     Instrument Defining the Rights of Security Holders  HTML     53K 
23: EX-4.22     Instrument Defining the Rights of Security Holders  HTML     55K 
24: EX-4.23     Instrument Defining the Rights of Security Holders  HTML     53K 
25: EX-4.24     Instrument Defining the Rights of Security Holders  HTML     84K 
26: EX-4.25     Instrument Defining the Rights of Security Holders  HTML     90K 
27: EX-4.26     Instrument Defining the Rights of Security Holders  HTML     75K 
28: EX-4.27     Instrument Defining the Rights of Security Holders  HTML    116K 
 4: EX-4.3      Instrument Defining the Rights of Security Holders  HTML     55K 
 5: EX-4.4      Instrument Defining the Rights of Security Holders  HTML     38K 
 6: EX-4.5      Instrument Defining the Rights of Security Holders  HTML     54K 
 7: EX-4.6      Instrument Defining the Rights of Security Holders  HTML     53K 
 8: EX-4.7      Instrument Defining the Rights of Security Holders  HTML     52K 
 9: EX-4.8      Instrument Defining the Rights of Security Holders  HTML     52K 
10: EX-4.9      Instrument Defining the Rights of Security Holders  HTML     53K 
29: EX-10.1     Material Contract                                   HTML     74K 
38: EX-10.10    Material Contract                                   HTML     36K 
39: EX-10.11    Material Contract                                   HTML     36K 
40: EX-10.12    Material Contract                                   HTML     18K 
41: EX-10.13    Material Contract                                   HTML     21K 
42: EX-10.14    Material Contract                                   HTML     17K 
43: EX-10.15    Material Contract                                   HTML     30K 
44: EX-10.17    Material Contract                                   HTML    124K 
45: EX-10.18    Material Contract                                   HTML    111K 
30: EX-10.2     Material Contract                                   HTML     60K 
31: EX-10.3     Material Contract                                   HTML    243K 
32: EX-10.4     Material Contract                                   HTML     34K 
33: EX-10.5     Material Contract                                   HTML     39K 
34: EX-10.6     Material Contract                                   HTML     29K 
35: EX-10.7     Material Contract                                   HTML    233K 
36: EX-10.8     Material Contract                                   HTML    103K 
37: EX-10.9     Material Contract                                   HTML     26K 
46: EX-23.1     Consent of Experts or Counsel                       HTML     16K 


EX-4.25   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

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11st Page   -   Filing Submission
"MOBILITY TECHNOLOGIES, INC. Common Stock Purchase Warrant
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Exhibit 4.25

THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS OR IN A TRANSACTION WHICH QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

Date: April 17, 2002   Warrant to Purchase
    125,000 Shares of Common Stock


MOBILITY TECHNOLOGIES, INC.

Common Stock Purchase Warrant

        Mobility Technologies, Inc., a Delaware corporation (the "Company"), hereby certifies that, for value received, Potomac Technology Development, LLC, a Maryland limited liability company, or assigns (the "holder") is entitled, subject to the provisions set forth below, to purchase from the Company an aggregate of up to 125,000 fully paid and non-assessable shares of the common stock, par value $.01 per share, of the Company at a purchase price, subject to the provisions of Section 3 hereof, of $5.25 per share (the "Purchase Price"). The Purchase Price and the number and character of such shares are subject to adjustment as provided below, and the term "Common Stock" shall mean, unless the context otherwise requires, the stock or other securities or property at the time deliverable upon the exercise of this Warrant. This Warrant is herein called the "Warrant."

        1.    EXERCISE OF WARRANT.    The holder shall be entitled to purchase 125,000 shares of Common Stock (the "Warrant Shares") at any time prior to April 17, 2009. The Warrant must be exercised for all of the Warrant Shares and the Purchase Price shall be $5.25 per share. There shall be no other rights to purchase any additional amounts of stock of Mobility Technologies, Inc. under this Warrant.

X =   Y (A-B)
A

        Where:

       X =   the number of shares of Common Stock to be issued to the holder;

 

 

Y =

 

the number of shares of Common Stock purchasable under this Warrant (at the date of such calculation);

 

 

A =

 

the fair market value (as defined below) of one share of the Company's Common Stock (at the date of such calculation); and

 

 

B =

 

Purchase Price (as adjusted to the date of such calculation).

        2.    DELIVERY OF STOCK CERTIFICATES ON EXERCISE.    As soon as practicable after the exercise of this Warrant and payment of the Purchase Price, and in any event within ten (10) days thereafter, the Company, at its expense, will cause to be issued in the name of and delivered to the holder hereof a certificate or certificates for the number of fully paid and non-assessable shares or other securities or property to which such holder shall be entitled upon such exercise, plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount determined in accordance with subsection 3.5 hereof. The Company agrees that the shares so purchased shall be deemed to be issued to the holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid.

        3.    ANTI-DILUTION PROVISIONS AND OTHER ADJUSTMENTS.    In order to prevent dilution of the right granted hereunder, the Purchase Price shall be subject to adjustment from time to time to in accordance with this paragraph 3. Upon each adjustment of the Purchase Price pursuant to this Section 3, the registered holder of this Warrant shall thereafter be entitled to acquire upon exercise, at the Purchase Price resulting from such adjustment, the number of shares of the Company's Common Stock obtainable by multiplying the Purchase Price in effect immediately prior to such adjustment by the number of shares of the Company's Common Stock acquirable immediately prior to such adjustment and dividing the product thereof by the Purchase Price resulting from such adjustment.



        4.    NO DILUTION OR IMPAIRMENT.    The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be necessary or appropriate in order to protect the rights of the holder hereof against dilution or other impairment. Without limiting the generality of the foregoing, the Company will not increase the par value of any shares of stock receivable upon the exercise of this Warrant above the amount payable therefor upon such exercise, and at all times will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable stock upon the exercise of this Warrant.

        5.    RESERVATION OF STOCK ISSUABLE ON EXERCISE OF WARRANT.    The Company shall at all times reserve and keep available out of its authorized but unissued stock, for the issuance and delivery upon the exercise of this Warrant, such number of its duly authorized shares of Common Stock as from time to time shall be issuable upon the exercise of this Warrant. All of the shares of Common Stock issuable upon exercise of this Warrant, when issued and delivered in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable.

        6.    REPLACEMENT OF WARRANT.    Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to it, or (in the case of mutilation) upon surrender and cancellation thereof, the Company will issue, in lieu thereof, a new Warrant of like tenor.



        7.    REMEDIES.    The Company stipulates that the remedies at law of the holder of this Warrant in the event of any default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate, and that the same may be specifically enforced.

        8.    NEGOTIABILITY.    This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees:

        9.    RESTRICTIONS ON TRANSFER.    


        10.    DRAG-ALONG RIGHTS.    The holder shall be subject to the provisions of Section 3 of the Stockholders' Agreement. In the event of a merger, consolidation or sale of assets as described in Section 3(a) of the Stockholders' Agreement, the holder shall have the same rights with respect to Common Stock acquired by it upon the exercise of this Warrant as the other owners of Common Stock of the Company.

        11.    RIGHT OF FIRST REFUSAL.    The provisions of Section I of the Stockholders' Agreement shall apply to all shares of Common Stock acquired by any holder upon the exercise of this Warrant.

        12.    REGISTRATION RIGHTS.    The Company hereby grants to the holder of this Warrant and its successors and permitted assigns the registration rights contained in Exhibit A hereto which are hereby incorporated by reference in this Warrant with the same effect as if set forth herein in their entirety.

        13.    REPRESENTATIONS AND WARRANTIES.    This Warrant is issued and delivered on the basis of the following:


        14.    MAILING OF NOTICES.    All notices and other communications from the Company to the holder of this Warrant shall be mailed by first-class certified mail, postage prepaid, to the address furnished to the Company in writing by the last holder of this Warrant who shall have furnished an address to the Company in writing.

        15.    STOCKHOLDERS' AGREEMENT.    Concurrently herewith, the holder is entering into the Stockholders' Agreement, having the same rights and obligations as a Founder (as defined therein).

        16.    HEADINGS.    The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect the meaning hereof.

        17.    CHANGE, WAIVER.    Neither this Warrant nor any term hereof may be changed, waived, discharged or terminated orally but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.

        18.    GOVERNING LAW.    This Warrant shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania.


        IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be executed by their respective officers, hereunto duly authorized, as of the date first written above.

        MOBILITY TECHNOLOGIES, INC.

 

 

 

 

By:

 

/s/  
DAVID L. JANNETTA      
        Name: David L. Jannetta
Title: President

Acknowledged and Agreed to by:

 

 

 

 

Potomac Technology Development, LLC

 

 

 

 

By:

 

 

 

 

 

 
   
       
Name:
Title:
       

        IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be executed by their respective officers, hereunto duly authorized, as of the date first written above.

        MOBILITY TECHNOLOGIES, INC.

 

 

 

 

By:

 

 
           
        Name: David L. Jannetta
Title: President

Acknowledged and Agreed to by:

 

 

 

 

Potomac Technology Development, LLC

 

 

 

 

By:

 

Potomac Asset Management Company, Inc., its Manager

 

 

 

 

By:

 

/s/ CHRISTOPHER DOHERTY on behalf of National Electrical Benefit Fund


 

 

 

 
Name: Christopher Doherty
Title: Managing Director
       

        IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be executed by their respective officers, hereunto duly authorized, as of the date first written above.

        MOBILITY TECHNOLOGIES, INC.
        By:    
           
        Name: David L. Jannetra
Title: President

Acknowledged and Agreed to by:

 

 

 

 

Potomac Technology Development, LLC

 

 

 

 

By:

 

 

 

 

 

 
   
       
Name:
Title:
       

EXHIBIT A

Registration Rights Provisions

        1.    Definitions.    Unless otherwise defined in this Exhibit A, all terms used but not defined herein shall have the respective meanings ascribed thereto in the Warrant. For purposes of this Exhibit A, the following terms shall have the meanings ascribed to them below:

        (a)   The term "register," "registered," and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act of 1933, as amended (the "Act"), and the declaration or ordering of effectiveness of such registration statement or document.

        (b)   The term "Warrant Registrable Securities" means any equity securities, including without limitation, Common Stock, of the Company received upon exercise of the Warrants or issued from time to time to any of the initial registered holders of the Warrants or their respective permitted assigns.

        (c)   The term "Registrable Investor Securities" means (1) any Common Stock issuable (without regard to any restriction on conversion that may be applicable to any particular holder of Preferred Stock) or issued upon conversion of the Preferred Stock; (2) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, or upon conversion of, such Preferred Stock; and (3) any other Common Stock of the Company whether now owned or hereafter acquired, including, but not limited to, Common Stock issued directly to such Investors or issued upon the exercise of options or warrants, or the conversion of other convertible securities of the Company.

        (d)   The term "Registrable Founder Securities" (1) any Common Stock owned by the Founders on the date hereof, (2) any Common Stock issuable or issued upon exercise of a stock option now or hereafter owned by a Founder and issued to such Founder pursuant to a stock option plan of the Company, (3) any Common Stock issuable or issued upon the conversion of any convertible securities owned by the Founders on the date hereof, and (4) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, or upon conversion of, such Common Stock or stock options, or other warrants, rights or securities; provided, however, that Registrable Founder Securities shall cease to be such from and after the time of any sale or other transfer of such securities, except for a transfer by will or the laws of descent or distribution.

        (e)   The term "Registrable Securities" means, collectively, the Warrant Registrable Securities, the Registrable Investor Securities and the Registrable Founder Securities.

        (d)   The term "Holder" means any person owning or having the right to acquire Registrable Securities or any assignee thereof.

        (c)   The term "initial public offering" means the consummation of the first public offering by the Company or its successor of its equity securities pursuant to a registration statement filed under the Act following which the Company is required to register a class of securities under the Securities Exchange Act of 1934, as amended (the "1934 Act").

        (f)    The term "Investors" means the holders of the Company's Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock.

        (g)   The term "Founders" means Michael D. Burns, Mark J. Denino, David L. Jannetta, and Brian T. Malewicz.

        (h)   The term "Violation" means any of the following statements, omissions or violations: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement under this Agreement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto or any documents filed under state securities or "blue sky" laws in connection therewith, (ii) the omission or alleged omission to state therein a material fact



required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law.

        2.    Company Registration.    

        (a)   If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its Common Stock under the Act in connection with the public offering of such securities solely for cash other than: (i) a registration on Form S-8 relating solely to the sale of securities to participants in a Company stock plan or other compensatory arrangements to the extent includable on Form S-8 (or any successor form); (ii) a registration on Form S-4 (or any successor form), or (iii) an initial Qualified Public Offering (as defined in the Second Amended and Restated Stockholders' Agreement, dated November 14, 2000) consummated on or prior to October 7, 2002, the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company, the Company shall, subject to the provisions of Section 2(b), use its best efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder has requested to be registered. In the event the underwriters advise the Company that marketing factors require a limitation of the number of shares to be underwritten, the Company and its underwriters shall allocate the number of Registrable Securities requested to be registered by each of the Holders as follows: (i) first to the Company, (ii) second, to the Holders of Registrable Investor Securities that have elected to participate in such offering, pro rata according to the number of Registrable Investor Securities held by each such Holder; (iii) third, to the Holders of Registrable Founder Securities that have elected to participate in such offering, pro rata according to the number of Registrable Founder Securities held by each such Holder; and (iv) thereafter, to the extent additional securities may be included in such offering, to the holders of any equity securities of the Company received upon exercise of warrants, including but not limited to Holders of Warrant Registrable Securities, that have elected to participate in such underwritten offering pro rata according to the number of equity securities held by such holders; provided, however, that in no event shall the number of Registrable Investor Securities to be registered be less than 25% of the total number of shares to be registered pursuant to such registration. The Company shall have no obligation under this Section 2 to make any offering of its securities, or to complete an offering of its securities that it proposes to make, and shall incur no liability to any Holder for its failure to do so.

        (b)   In connection with any offering involving an underwriting of shares being issued by the Company, the Company shall not be required under this Section 2 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it; provided, however, that the Holder shall not be required to make any representations or warranties or provide indemnification except as relates to the Holder's ownership of shares and authority to enter into the underwriting agreement and to the Holder's intended method of distribution, and the liability of the Holder shall be limited to an amount equal to the net proceeds from the offering received by the Holder.

        (c)   The Company shall bear and pay all expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Section 2 for each Holder, including, without limitation, all registration, filing, and qualification fees, printers and accounting fees relating or allocable thereto and the fees and disbursements of one counsel for the Company and the selling Holders selected by the selling Holders and reasonably acceptable to the Company, but excluding underwriting discounts and commissions relating to Registrable Securities offered by the selling Holders.

        3.    Indemnification.    In the event any Registrable Securities are included in a registration statement under this Exhibit A:

        (a)   The Company will indemnify and hold harmless each Holder, his or her heirs, personal representatives and assigns, each of such Holder's partners, officers, directors, employees and affiliates,



any underwriter (as defined in the Securities Act) for such Holder and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon a Violation (provided, however, that the Company will not be required to indemnify any of the foregoing Persons on account of any losses, claims, damages or liabilities arising from a Violation if and to the extent that such Violation was made in a preliminary prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the Person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available by the Company to permit delivery of such prospectus in a timely manner, and such subsequent prospectus was so delivered to such Person); and the Company will pay to each such indemnified party, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity contained in this Section 3(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case to a particular indemnified party for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon, and in conformity with, written information furnished expressly for use in connection with such registration by or on behalf of such indemnified party.

        (b)   Each selling Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration is being effected, indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each Person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling Person of any such underwriter or other Holder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing Persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by or on behalf of such Holder expressly for use in connection with such registration; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any Person intended to be indemnified pursuant to this Section 3(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 3(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further, that, in no event shall the liability of any Holder under this Section 3(b) exceed the net proceeds from the offering received by such Holder.

        (c)   Promptly after receipt by an indemnified party under this Section 3 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 3, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the indemnified party under this Section 3 except if, and only to the extent that, the indemnifying party is actually prejudiced thereby; and such failure to deliver written notice to the



indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 3.

        (d)   The obligations of the Company and Holders under this Section 3 shall survive the completion of any offering of Registrable Securities in a registration statement under this Exhibit A, and otherwise.

        4.    Assignment of Registration Rights.    The rights to cause the Company to register Registrable Securities pursuant to this Exhibit A may be assigned by a Holder to a permitted transferee or assignee pursuant to Paragraph 9 of the Warrant, subject to any restrictions imposed by Paragraph 8 of the Warrant.


        [To be signed only upon exercise of Warrant]

To Mobility Technologies, Inc.

        The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder,             shares of Common Stock of Mobility Technologies, Inc. and herewith makes payment of $                        therefor, and requests that the certificate for such shares be issued in the name of, and be delivered to, the holder, whose address is set forth below.

        This exercise includes                        Excess Shares as defined in the Warrant.

Dated:          
   
     
       
(Name of Holder)

 

 

 

 

By

 
         
        (Name must conform in all respects to name of Holder as specified on the face of the Warrant)

 

 

 

 

Address:

 

 

 

 



 

 

 

 



        [To be signed only upon transfer of Warrant]

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                        the right represented by the within Warrant to purchase                        shares of the Common Stock of Mobility Technologies, Inc. to which the within Warrant relates, and appoints                        attorney to transfer said right on the books of Mobility Technologies, Inc. with full power of substitution in the premises.

Dated:          
   
     
       
(Name of Holder)

 

 

 

 

By

 
         
        (Name must conform in all respects to name of Holder as specified on the face of the Warrant)

 

 

 

 

Address:

 

 

 

 



 

 

 

 


In the presence of


Signature Guarantee




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MOBILITY TECHNOLOGIES, INC. Common Stock Purchase Warrant

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-1’ Filing    Date    Other Filings
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Filed as of:8/31/05
Filed on:8/30/05
10/7/02
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11/14/00
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