EX-10.1






EXCHANGE AGREEMENT




       (the “Undersigned”), for itself and on behalf of the beneficial owners
listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and
investment authority (each Account, as well as the Undersigned if it is exchanging Existing Notes
(as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”)
with TeleCommunication Systems, Inc. (the “Company”) on May      , 2013 whereby the Holders will
exchange (the “Exchange”) the Company’s 4.50% Convertible Senior Notes due 2014 (the “Existing
Notes”) for the Company’s new      % Convertible Senior Notes due 2018 (the “New Notes”) that will
be issued pursuant to the provisions of an Indenture to be dated as of      , 2013 (the
“Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee
(the “Trustee”).



On and subject to the terms hereof, the parties hereto agree as follows:



Article I: Exchange of the Existing Notes for New Notes




Subject to the terms set forth in this Agreement, at the Closing (as defined herein), the
Undersigned hereby agrees to cause the Holders to exchange and deliver to the Company the following
Existing Notes, and in exchange therefor the Company hereby agrees to issue to the Holders the
principal amount of New Notes described below and to pay in cash the following accrued but unpaid
interest on such Existing Notes:



	 	 	 
	Principal Amount of Existing Notes to be Exchanged: $	 	(the “Exchanged
	


Principal Amount of New Notes to be Issued in the Exchange:




Cash Payment of Accrued but Unpaid Interest on Exchanged Notes:
	 	Notes”).

$(the “Holders’

New Notes”).

$(the “Cash

Payment”).







Subject to the following provisions of this paragraph, the closing of the Exchange (the
“Closing”) shall occur on a date (the “Closing Date”) no later than four business days after the
date of this Agreement. At the Closing, (a) each Holder shall deliver or cause to be delivered to
the Company all right, title and interest in and to its Exchanged Notes (and no other
consideration) free and clear of any mortgage, lien, pledge, charge, security interest,
encumbrance, title retention agreement, option, equity or other adverse claim thereto
(collectively, “Liens”), together with any documents of conveyance or transfer that the Company may
deem necessary or desirable to transfer to and confirm in the Company all right, title and interest
in and to the Exchanged Notes free and clear of any Liens, and (b) the Company shall deliver to
each Holder the principal amount of Holders’ New Notes and the portion of the Cash Payment
specified on Exhibit A hereto (or, if there are no Accounts, the Company shall deliver to
the Undersigned, as the sole Holder, the Holders’ New Notes and the Cash Payment specified above);
provided, however, that the parties acknowledge that the Company may delay the Closing and the
delivery of the Holders’ New Notes to the Holder due to procedures and mechanics within the system
of the Depository Trust Company or the NASDAQ Global Market (including the procedures and mechanics
regarding the listing of the Conversion Shares (as defined below) on the NASDAQ Global Market), or
events beyond the Company’s control and that such delay will not be a default under this Agreement
so long as (i) the Company is using its best efforts to effect the issuance of one or more global
notes representing the New Notes, (ii) such delay is no longer than five business days, and
(iii) interest shall accrue on such New Notes from the Closing Date. Simultaneously with or after
the Closing, the Company may issue New Notes to one or more other holders of outstanding Existing
Notes or to other investors, subject to the terms of the Indenture.



Article II: Covenants, Representations and Warranties of the Holders




Each Holder (and, where specified below, the Undersigned) hereby covenants (solely as to
itself), as follows, and makes the following representations and warranties (solely as to itself),
each of which is and shall be true and correct on the date hereof and at the Closing, to the
Company, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants,
representations and warranties shall survive the Closing.



Section 2.1 Power and Authorization. The Holder is duly organized, validly existing
and in good standing, and has the power, authority and capacity to execute and deliver this
Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated
hereby. If the Undersigned is executing this Agreement on behalf of Accounts, (a) the Undersigned
has all requisite discretionary and contractual authority to enter into this Agreement on behalf
of, and bind, each Account, and (b) Exhibit A hereto is a true, correct and complete list
of (i) the name of each Account, (ii) the principal amount of such Account’s Exchanged Notes,
(iii) the principal amount of Holders’ New Notes to be issued to such Account in respect of its
Exchanged Notes, and (iv) the portion of the Cash Payment to be made to such Account in respect of
the accrued interest on its Exchanged Notes.



Section 2.2 Valid and Enforceable Agreement; No Violations. This Agreement has been
duly executed and delivered by the Undersigned and the Holder and constitutes a legal, valid and
binding obligation of the Undersigned and the Holder, enforceable against the Undersigned and the
Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or
relating to enforcement of creditors’ rights generally, and (b) general principles of equity,
whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability
Exceptions”). This Agreement and consummation of the Exchange will not violate, conflict with or
result in a breach of or default under (i) the Undersigned’s or the Holder’s organizational
documents, (ii) any agreement or instrument to which the Undersigned or the Holder is a party or by
which the Undersigned or the Holder or any of their respective assets are bound, or (iii) any laws,
regulations or governmental or judicial decrees, injunctions or orders applicable to the
Undersigned or the Holder.



Section 2.3 Title to the Exchanged Notes. The Holder is the sole legal and beneficial
owner of the Exchanged Notes set forth opposite its name on Exhibit A hereto (or, if there
are no Accounts, the Undersigned is the sole legal and beneficial owner of all of the Exchanged
Notes). The Holder has good, valid and marketable title to its Exchanged Notes, free and clear of
any Liens (other than pledges or security interests that the Holder may have created in favor of a
prime broker under and in accordance with its prime brokerage agreement with such broker). The
Holder has not, in whole or in part, except as described in the preceding sentence, (a) assigned,
transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Notes
or its rights in its Exchanged Notes, or (b) given any person or entity any transfer order, power
of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes. Upon
the Holder’s delivery of its Exchanged Notes to the Company pursuant to the Exchange, such
Exchanged Notes shall be free and clear of all Liens created by the Holder.



Section 2.4 Accredited Investor or Qualified Institutional Buyer. The Holder is
either (i) an “accredited investor” within the meaning of Rule 501 of Regulation D (“Regulation D”)
promulgated under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) a
“qualified institutional buyer” within the meaning of Rule 144A promulgated under the Securities
Act.



Section 2.5 No Affiliate Status. The Holder is not, and has not been during the
consecutive three month period preceding the date hereof, a director, officer or “affiliate” within
the meaning of Rule 144 promulgated under the Securities Act (an “Affiliate”) of the Company. To
its knowledge, the Holder did not acquire any of the Exchanged Notes, directly or indirectly, from
an Affiliate of the Company.



Section 2.6 No Trading or Disclosure. Each of the Undersigned and the Holder has not,
directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it
has, disclosed to a third party any of the Anticipated Disclosure (as defined in Section 2.7 below)
or engaged in any transactions in the securities of the Company (including, without limitation, any
Short Sales (as defined below) involving any of the Company’s securities) since the time that the
Undersigned was first contacted by either the Company, Lazard Frères & Co. LLC or Lazard Capital
Markets LLC or any other person regarding the Exchange, this Agreement or an investment in the New
Notes or the Company. Each of the Undersigned and the Holder covenants that neither it nor any
person acting on its behalf or pursuant to any understanding with it will disclose to a third party
any of the Anticipated Disclosure or engage, directly or indirectly, in any transactions in the
securities of the Company (including Short Sales) prior to the time all of the Anticipated
Disclosure is publicly disclosed. “Short Sales” include, without limitation, all “short sales” as
defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale
contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements
(including on a total return basis), and sales and other transactions through non-U.S.
broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.6, subject to
the Undersigned’s and the Holder’s compliance with their respective obligations under the U.S.
federal securities laws and the Undersigned’s and the Holder’s respective internal policies,
(a) “Undersigned” and “Holder” shall not be deemed to include any employees, subsidiaries or
affiliates of the Undersigned or the Holder that are effectively walled off by appropriate “Chinese
Wall” information barriers approved by the Undersigned’s or the Holder’s respective legal or
compliance department (and thus have not been privy to any information concerning the Exchange),
and (b) the foregoing representations and covenants of this Section 2.6 shall not apply to any
transaction by or on behalf of an Account that was effected without the advice or participation of,
or such Account’s receipt of information regarding any of the Anticipated Disclosure provided by,
the Undersigned.



Section 2.7 Adequate Information; No Reliance. The Holder acknowledges and agrees
that (a) the Holder has been furnished with all materials it considers relevant to making an
investment decision to enter into the Exchange and has had the opportunity to review (i) the
Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”),
including, without limitation, all information filed or furnished pursuant to the Exchange Act,
(ii) a draft press release or form of Current Report on Form 8-K disclosing, among other things,
certain financial information concerning the Company’s first quarter ended March 31, 2013, the
substance of which will be publicly issued or filed with the SEC in accordance with Section 3.6
below and (iii) a draft press release or form of Current Report on Form 8-K disclosing all
material terms of the Exchange and certain other matters concerning the Company, the substance of
which will be publicly issued or filed with the SEC in accordance with Section 3.6 below (the
disclosures described in preceding clause (ii) and this clause  (iii) being referred to
collectively herein as the “Anticipated Disclosure”), (b) the Holder has had a full opportunity to
ask questions of the Company concerning the Company, its business, operations, financial
performance, financial condition and prospects, and the terms and conditions of the Exchange,
(c) the Holder has had the opportunity to consult with its accounting, tax, financial and legal
advisors to be able to evaluate the risks involved in the Exchange and to make an informed
investment decision with respect to such Exchange and (d) the Holder is not relying, and has not
relied, upon any statement, advice (whether accounting, tax, financial, legal or other),
representation or warranty made by the Company or any of its affiliates or representatives
including, without limitation, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, except for
(A) the publicly available filings and submissions made by the Company with the SEC under the
Exchange Act, (B) the Anticipated Disclosure, and (C) the representations and warranties made by
the Company in this Agreement.



Section 2.8 No Public Market. The Holder understands that no public market exists for
the New Notes, and that there is no assurance that a public market will ever develop for the New
Notes.



Article III: Covenants, Representations and Warranties of the Company




The Company hereby covenants as follows, and makes the following representations and
warranties, each of which is and shall be true and correct on the date hereof and at the Closing,
to the Holders, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants,
representations and warranties shall survive the Closing.



Section 3.1 Power and Authorization. The Company is duly incorporated, validly
existing and in good standing under the laws of its state of incorporation, and has the power,
authority and capacity to execute and deliver this Agreement and the Indenture, to perform its
obligations hereunder and thereunder, and to consummate the Exchange contemplated hereby.



Section 3.2 Valid and Enforceable Agreements; No Violations. This Agreement has been
duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of
the Company, enforceable against the Company in accordance with its terms, except that such
enforcement may be subject to the Enforceability Exceptions. At the Closing, the Indenture,
substantially in the form of Exhibit B hereto, will have been duly executed and delivered
by the Company and will govern the terms of the New Notes, and the Indenture will constitute a
legal, valid and binding obligation of the Company, enforceable against the Company in accordance
with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This
Agreement, the Indenture and consummation of the Exchange will not violate, conflict with or result
in a breach of or default under (i) the charter, bylaws or other organizational documents of the
Company, (ii) any agreement or instrument to which the Company is a party or by which the Company
or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees,
injunctions or orders applicable to the Company.



Section 3.3 Validity of the Holders’ New Notes. The Holders’ New Notes have
been duly authorized by the Company and, when executed and authenticated in accordance with the
provisions of the Indenture and delivered to the Holder pursuant to the Exchange against delivery
of the Exchanged Notes in accordance with the terms of this Agreement, the Holders’ New Notes will
be valid and binding obligations of the Company, enforceable in accordance with their terms, except
that such enforcement may be subject to the Enforceability Exceptions, and the Holders’ New Notes
will not be subject to any preemptive, participation, rights of first refusal or other similar
rights. Assuming the accuracy of each Holder’s representations and warranties hereunder, the
Holders’ New Notes (a) will be issued in the Exchange exempt from the registration requirements of
the Securities Act pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D,
(b) will, at the Closing, be free of any restrictions on resale by such Holder pursuant to Rule 144
promulgated under the Securities Act, and (c) will be issued in compliance with all applicable
state and federal laws concerning the issuance of the Holders’ New Notes.



Section 3.4 Validity of Underlying Class A Common Stock. The Holders’ New Notes will
at the Closing be convertible into shares of Class A Common Stock, par value $0.01 per share, of
the Company (the “Conversion Shares”) in accordance with the terms of the Indenture. The
Conversion Shares have been duly authorized and reserved by the Company for issuance upon
conversion of the Holders’ New Notes and, when issued upon conversion of the Holders’ New Notes in
accordance with the terms of the Holders’ New Notes and the Indenture, will be validly issued,
fully paid and non-assessable, and the issuance of the Conversion Shares will not be subject to any
preemptive, participation, rights of first refusal or other similar rights.



Section 3.5 Listing Approval. At the Closing, the Conversion Shares shall be listed
on the NASDAQ Global Market.



Section 3.6 Disclosure. On or before the first business day following the date of
this Agreement, the Company shall issue one or more publicly available press releases or file with
the SEC one or more Current Reports on Form 8-K disclosing all Anticipated Disclosure (to the
extent not previously publicly disclosed).



Article IV: Miscellaneous




Section 4.1 Entire Agreement. This Agreement and any documents and agreements
executed in connection with the Exchange embody the entire agreement and understanding of the
parties hereto with respect to the subject matter hereof and supersede all prior and
contemporaneous oral or written agreements, representations, warranties, contracts, correspondence,
conversations, memoranda and understandings between or among the parties or any of their agents,
representatives or affiliates relative to such subject matter, including, without limitation, any
term sheets, emails or draft documents.



Section 4.2 Construction. References in the singular shall include the plural, and
vice versa, unless the context otherwise requires. References in the masculine shall include the
feminine and neuter, and vice versa, unless the context otherwise requires. Headings in this
Agreement are for convenience of reference only and shall not limit or otherwise affect the
meanings of the provisions hereof. Neither party, nor its respective counsel, shall be deemed the
drafter of this Agreement for purposes of construing the provisions of this Agreement, and all
language in all parts of this Agreement shall be construed in accordance with its fair meaning, and
not strictly for or against either party.



Section 4.3 Governing Law. This Agreement shall in all respects be construed in
accordance with and governed by the substantive laws of the State of New York, without reference to
its choice of law rules.



Section 4.4 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which taken together shall constitute one and the
same instrument. Any counterpart or other signature hereon delivered by facsimile shall be deemed
for all purposes as constituting good and valid execution and delivery of this Agreement by such
party.



[Signature Page Follows]




IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed
as of the date first above written.



	 	 	 
	“UNDERSIGNED”:

	 	“COMPANY”:
	(in its capacities described in the first

paragraph hereof)

	 	TELECOMMUNICATION SYSTEMS, INC.





	 

	 	

	By:

	 	By:
	Name:

	 	Name:
	Title:

	 	Title:






1




EXHIBIT A

Exchanging Beneficial Owners




	 	 	 	 	 	 	 
	Name of	 	 	 	 	 	Portion of
	


Beneficial Owner
	 	Principal Amount of

Exchanged Notes

	 	Principal Amount of

Holders’ New Notes
	 	—

Cash Payment
	 
	 	 

	 	 
	 	 






2




EXHIBIT B

Form of Indenture





3