Exhibit
4.28.1


 


 


AMENDMENT
AND WAIVER UNDER


FOURTH
AMENDED AND RESTATED


INVESTOR
RIGHTS AGREEMENT


 


 


                This
Amendment and Waiver dated as of ________________, 2006 (the “Amendment”) to
the Fourth Amended and Restated Investor Rights Agreement, dated as of August
30, 2005 (the “Investor Rights Agreement”), by and among Traffic.com, Inc., a
Delaware Corporation (the “Company”), and the Series E Investors, the Series
E-1 Investors, the Series F Investors and the Founders named on Exhibits A, B,
C and D, respectively,  to the Investor
Rights Agreement (collectively, the “Stockholders”).  Capitalized terms used herein and not
otherwise defined shall have the meanings given to them in the Investor Rights
Agreement.


 


                WHEREAS,
the Company and the Stockholders desire to amend the Investor Rights Agreement
to effect certain changes thereto and the Stockholders desire to waive certain
rights under the Investor Rights Agreement, both in connection with a proposed
initial public offering of the Company’s Common Stock pursuant to a
registration statement filed with the Securities and Exchange Commission on
August 30, 2005 (the “IPO”).


 


                NOW,
THEREFORE, the Company and the Stockholders hereby agree as follows:


 


1.               The definition
of “Qualified Public Offering” in Section 1(j) of the Investor Rights Agreement
is hereby deleted in its entirety and the following paragraph is inserted in
lieu thereof:


““Qualified
Public Offering” means the consummation of the Company’s sale of its Common
Stock in a bona fide, firm commitment underwriting pursuant to a registration
statement on Form S-1 (or a successor form) under the Securities Act.”


2.               The
Stockholders hereby waive any and all rights pursuant to Section 17 of the
Investor Rights Agreement with respect to the IPO.


3.               This Amendment shall
become effective upon the execution hereof by the Holders of a majority of the
Registrable Securities.


4.               This Amendment
may be executed in any number of counterparts, each of which shall be an
original, but all of which together constitute one instrument.


 


(SIGNATURE
PAGE FOLLOWS)


 [The remainder of this page has been
intentionally left blank.]


 


 





















COUNTERPART SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
the Fourth Amended and Restated Investor Rights Agreement as of the day and
year first above written.


 


	
   

  	
  TRAFFIC.COM,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Robert
  N. Verratti

  
	
   

  	
   

  	
  Chief
  Executive Officer

  



 


	
   

  	
  Address:

  	
  851
  Duportail Road, Suite 220

  
	
   

  	
   

  	
  Wayne,
  Pennsylvania 19087

  
	
   

  	
  Attention:

  	
  Chief
  Executive Officer

  
	
   

  	
  Telephone:

  	
  (610)
  725-9700

  
	
   

  	
  Facsimile:

  	
  (610)
  725-0847

  



[Signature Page to Amendment to Fourth Amended and Restated Investor
Rights Agreement]


 





















 COUNTERPART SIGNATURE PAGE


IN WITNESS WHEREOF, the undersigned
stockholder of the Company has executed this Amendment to the Fourth Amended
and Restated Investor Rights Agreement as of the date set forth below.


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  
	
   

  	
  Dated: 

  	
   

  	
  , 2006

  



[Signature Page
to Amendment to Fourth Amended and Restated Investor Rights Agreement]