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Traffic.com, Inc. – IPO: ‘S-1’ on 8/30/05 – EX-4.13

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-4.13   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Warrant to Purchase Common Stock of Mobility Technologies, Inc
"Exhibit A Notice of Exercise
"QuickLinks

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Exhibit 4.13

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

NO. C030303    
Issue Date: March 31, 2003   Warrant to Purchase 18,650
    Shares of Common Stock


WARRANT TO PURCHASE COMMON STOCK
OF
MOBILITY TECHNOLOGIES, INC.

        This is to certify that, FOR VALUE RECEIVED, TL Ventures IV Interfund, L.P. or its assigns (in either case, a "Holder"), is entitled to purchase, subject to the terms set forth below, from Mobility Technologies, Inc., a Delaware corporation (the "Company"), during the period commencing on March 31, 2003 and ending at 5:00 P.M. (E.S.T.) on March 31, 2008 (the "Exercise Period"), an aggregate of eighteen thousand six hundred and fifty (18,650) 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".

        Section 1.    Exercise Period.    In the event that the expiration of the Exercise Period shall fall on a Saturday, Sunday or United States federally recognized holiday, the expiration of the Exercise Period shall be extended to 5:00 P.M. (E.S.T.) on the first business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein to the contrary, if any portion of this Warrant remains unexercised as of the Expiration Date and the Market Price of one share of Common Stock as of the Expiration Date is greater than the Exercise Price as of the Expiration Date, then this Warrant shall be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, in the event that the Expiration Date is not a business day, the immediately preceding business day) (the "Automatic Exercise Date") in the manner provided in Section 2 below, and the Holder (or such other person or persons as directed by the Holder) shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holder. As promptly as is reasonably practicable on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered to the Company at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business day, the Company at its expense shall issue and deliver to the Holder (or such other person or persons as directed by the Holder) a certificate or certificates for the number of Warrant Shares issuable upon such exercise, in accordance with Section 2.

        Section 2.    Exercise of Warrant.    


2


        Section 3.    Adjustment to Exercise Price and Warrant Shares.    The Exercise Price in effect from time to time and the number of Warrant Shares shall be subject to adjustment in certain cases as set forth in this Section 3:

3


        Section 4.    No Dilution or Impairment.    The Company shall not, by amendment to its certificate of incorporation 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 the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder 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.

        Section 5.    Exchange and Replacement.    

4


        Section 6.    Representations and Warranties of the Company.    The Company represents and warrants to the Holder that all shares of Common Stock which may be issued upon the exercise of this Warrant will, upon issuance in accordance with the terms of this Warrant, be validly issued, fully paid and non-assessable.

        Section 7.    Covenants of the Company.    The Company covenants and agrees that it shall take all such action as may be required to assure that the Company shall at all times have authorized and reserved, a sufficient number of shares of its Common Stock to provide for the exercise of this Warrant and/or other similar Warrants.

        Section 8.    No Stockholder Rights.    The Holder shall not be entitled to vote or receive dividends or be deemed the holder of the Warrant Shares or any other securities of the Company that may at any time be issuable upon the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any other matter submitted to the stockholders of the Company at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance or reclassification of capital stock, change of par value, or change of stock to no par value, consolidation, merger, conveyance or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise, until the Warrant shall have been exercised as provided herein.

        Section 9.    Restrictions on Transfer.    This Warrant may not be transferred or assigned to any person without the prior written consent of the Company.

        Section 10.    Notice.    All notices or other communications which are required or permitted hereunder shall be in writing and sufficient if delivered personally or sent by registered mail, postage prepaid, return receipt requested, or via facsimile, addressed as follows:

or to such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith.

5


        Section 11.    Miscellaneous.    

[SIGNATURES ON THE FOLLOWING PAGE]

6


        IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer as of the date first written above.

    MOBILITY TECHNOLOGIES, INC.

 

 

By:

/s/  
[ILLEGIBLE]      
      Name:
      Title:


Attest:


     

     
Name:
Title:
     

7



EXHIBIT "A"

NOTICE OF EXERCISE

To: Mobility Technologies, Inc.

1.
The undersigned hereby elects to purchase                        shares of Common Stock of Mobility Technologies, Inc., pursuant to the terms of the attached Warrant, and tenders herewith payment of the Exercise Price for such shares in full in the following manner:

o
The undersigned elects to exercise the attached Warrant by means of a cash payment, and tenders herewith payment in full for the Exercise Price of the shares being purchased, together with all applicable transfer taxes, if any.

o
The undersigned elects to exercise the attached Warrant by means of the surrender of the right to purchase a number of shares of Common Stock in accordance with the provisions of Section 2(c)(ii) of the Warrant, and also tenders herewith a cash payment in the amount of all applicable transfer taxes, if any.

o
The undersigned elects to exercise the attached Warrant by means of both a cash payment and the surrender of the right to purchase a number of shares of Common Stock in accordance with the provisions of Section 2(c)(ii) of the Warrant, and tenders herewith payment in full for that portion of the purchase price being paid in cash, together with all applicable transfer taxes, if any.

2.
In exercising this Warrant, the undersigned hereby confirms and acknowledges that the shares of Common Stock to be issued upon exercise are being acquired solely for the account of the undersigned and not as a nominee for any other party, or for investment, and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in a violation of the registration provisions of the Securities Act of 1933, as amended, or any applicable state securities laws.

3.
Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

    Name:     
4.
Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned or in such other name as is specified below:

      Name:     

    

(Date)

 

 

 

    

Signature of Holder

8




QuickLinks

WARRANT TO PURCHASE COMMON STOCK OF MOBILITY TECHNOLOGIES, INC.
EXHIBIT "A" NOTICE OF EXERCISE

Dates Referenced Herein

This ‘S-1’ Filing    Date    Other Filings
3/31/08None on these Dates
Filed as of:8/31/05
Filed on:8/30/05
3/31/03
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Filing Submission 0001047469-05-022277   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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