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Traffic.com, Inc. – IPO: ‘S-1’ on 8/30/05 – EX-4.2

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

Previous ‘S-1’:  None   ·   Next:  ‘S-1/A’ on 9/21/05   ·   Latest:  ‘S-1/A’ on 1/24/06

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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-4.2   —   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 Traffic.Com, Inc
"Exhibit A Form of Notice of Election to Exercise
"QuickLinks

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Exhibit 4.2

THIS WARRANT HAS NOT BEEN, AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED OR DISPOSED WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OF DISPOSITION DOES NOT VIOLATE THE 1933 ACT, AND THE RULES AND REGULATIONS THEREUNDER.

No. 040501    
    Warrant to Purchase 350,000
Shares of Common Stock


WARRANT TO PURCHASE COMMON STOCK
OF
TRAFFIC.COM, INC.

        This is to certify that, FOR VALUE RECEIVED, National Electrical Benefit Fund, or its assigns (in either case, a "Holder"), is entitled to purchase, subject to the provisions of this Warrant, from Traffic.com, Inc., a Delaware corporation (the "Company"), three hundred fifty thousand (350,000) fully paid, validly issued and non-assessable shares of Common Stock, $0.01 par value per share, of the Company (the "Common Stock"), at the Exercise Price (as defined below) per share during the Exercise Period (as defined below). The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as the "Warrant Shares".

        Section 1.    Exercise Period    

        This Warrant may be exercised in whole or in part at any time or from time to time on or after the date set forth on the signature page thereof until 5 p.m. EST on April 22, 2010 (the "Exercise Period"); provided, however, that if such day is a day on which banking institutions in the State of Delaware are authorized by law to close, then on the next succeeding day which shall not be such a day.

        Section 2.    Exercise Price    

        The exercise price at any time for each Warrant Share shall be $0.01 (the "Exercise Price"), subject to adjustment pursuant to Section 5 hereof.

        Section 3.    Exercise of Warrant; Warrant Shares    


2


        Section 4.    Representations, Warranties and Covenants as to Common Stock.    

        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, be validly issued, fully paid and non-assessable. The Company further covenants and agrees that it will 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.

        Section 5.    Adjustment of Exercise Price    

        The Exercise Price shall be subject to adjustment from time to time as follows:

        Section 6.    No Stockholder Rights    

        This Warrant shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company.

        Section 7.    Restrictions on Transfer    

        This Warrant may not be transferred or assigned to any person without the prior written consent of the Company.

3



        Section 8.    Lost, Stolen, Mutilated or Destroyed Warrant    

        If this Warrant is lost, stolen, mutilated or destroyed, the Company shall, upon receipt from the Holder of an affidavit of loss or similar instrument satisfactory to the Company (and, in the case of a mutilated Warrant, the accompanying surrender thereof), issue a new Warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.

        Section 9.    Governing Law; Jurisdiction and Venue; Waiver of Jury Trial    

        This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any law or rule that would cause the laws of any jurisdiction other than the State of Delaware to be applied.

        Section 10.    Headings    

        The headings of the various sections contained in this Warrant have been inserted for convenience of reference only and should not be deemed to be a part of this Warrant.

        Section 11.    No Amendment, Modification, Waiver, etc.    

        No provision of this Warrant may be amended, modified or waived without the prior written consent of the Holder.

[INTENTIONALLY LEFT BLANK]

4


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

Dated: April 22, 2005

    TRAFFIC.COM, INC.

 

 

By:

/s/  
ROBERT N. VERRATTI      
Name: Robert N. Verratti
Title: Chief Executive Officer

5



EXHIBIT "A"

FORM OF NOTICE OF ELECTION TO EXERCISE

[To be executed only upon exercise of the Warrant to which this form is attached]

To: Traffic.com, Inc.

        The undersigned, the holder of the Warrant to which this form is attached, hereby elects to exercise the right represented by such Warrant to purchase                        shares of Common Stock of Traffic.com, Inc., herewith tenders the aggregate payment of $                                           in the form of cash, wire transfer funds or check in full payment of the Exercise Price for such shares. The undersigned requests that a certificate for such shares be issued in the name of                        , whose address is                        and that such certificate be delivered to                         , whose address is                        .

        If such number of shares is less than all of the shares purchasable under the current Warrant, the undersigned requests that a new Warrant, of like tenor as the Warrant to which this form is attached, representing the remaining balance of shares purchasable under such current Warrant be registered in the name of                        , whose address is                        and that such new Warrant be delivered to                        , whose address is                        . Capitalized terms used in this form which are not defined shall have the meanings ascribed thereto in the Warrant to which this form is attached.

    By:      
     
   

 

 

Signature:

 

 

 
     
   

 

 

Date:

 

 

 
     
   

6




QuickLinks

WARRANT TO PURCHASE COMMON STOCK OF TRAFFIC.COM, INC.
EXHIBIT "A" FORM OF NOTICE OF ELECTION TO EXERCISE

Dates Referenced Herein

This ‘S-1’ Filing    Date    Other Filings
4/22/10None on these Dates
Filed as of:8/31/05
Filed on:8/30/05
4/22/05
 List all Filings 
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Filing Submission 0001047469-05-022277   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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