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.

  	
  Warrant
  to Purchase 200,000

  
	
  Issue Date: August 24,
  2005

  	
  Shares
  of Common Stock

  



WARRANT TO PURCHASE
COMMON STOCK

OF

TRAFFIC.COM, INC.


This is to certify that, FOR VALUE RECEIVED, PA Early Stage Partners,
L.P. or its assigns (in either case, a “Holder”), is entitled to
purchase, subject to the terms set forth below, from Traffic.com, Inc., a
Delaware corporation (the “Company”), during the period commencing on August
24, 2005 and ending at 5:00 P.M. (E.S.T.) on March 31, 2008 (the “Exercise
Period”), an aggregate of Two Hundred Thousand (200,000) 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.





















a.             Manner of
Exercise.  This Warrant
may be exercised by the Holder, in whole or in part, at any time and from time
to time during the Exercise Period, by (i) the surrender of this Warrant
to the Company, with the Notice of Exercise attached hereto as Exhibit “A”
(the “Notice of Exercise”) duly completed and executed on behalf of the
Holder, at the principal office of the Company or such other office or agency
of the Company as it may designate by notice in writing to the Holder (the “Principal
Office”), and (ii) the delivery of payment to the Company of the
Exercise Price for the number of Warrant Shares specified in the Notice of
Exercise in any manner specified in Section 2(c).


b.             Issuance of
Warrant Shares.  Such
Warrant Shares shall be deemed to be issued to the Holder as the record holder
of such Warrant Shares as of the close of business on the date on which this
Warrant shall have been surrendered and payment shall have been made for the
Warrant Shares as aforesaid. As promptly as practicable thereafter, but in any
event within five (5) business days, the Company shall deliver to the Holder a
stock certificate(s) for the Warrant Shares specified in the Notice of
Exercise.  If this Warrant shall have
been exercised only in part, the Company shall, at the time of delivery of the
stock certificate(s), also deliver to the Holder, at the Company’s expense, a
new Warrant evidencing the right to purchase the remaining number of Warrant
Shares, which new Warrant shall in all other respects be identical to this
Warrant.


c.             Payment of
Exercise Price. The Exercise Price shall be payable (i) in
cash or its equivalent, payable by wire transfer of immediately available funds
to a bank account specified by the Company or by certified or bank cashiers’
check in lawful money of the United States of America, (ii) by
surrendering to the Company the right to purchase a number of Warrant Shares
equal to the product obtained by multiplying the number of Warrant Shares to be
purchased (including the Warrant shares so surrendered) by a fraction, the
numerator of which is the Exercise Price and the denominator of which is the
Market Price (as defined below) of the Common Stock on the date of exercise of
the Warrant, or (iii) in any combination of (i) and (ii).


The term “Market Price,” as used herein, shall mean, per share
of Common Stock on any given day, the closing price per share of the Common
Stock on the earlier of the day in question or, with respect to any issuance,
payment or distribution, the day immediately prior to the first day the Common
Stock trades regular way on the applicable securities exchange or in the applicable
securities market without the right to receive such issuance, payment or
distribution, where the closing price for each day shall be the reported last
sale price regular way or, in case no such reported sale takes place on such
day, the average of the reported closing bid and asked prices regular way, in
either case (I) on the New York Stock Exchange, or (II) if the Common
Stock is not listed or admitted to trading on such Exchange, on the principal
national securities exchange on which the Common Stock is listed or admitted to
trading, or (III) if the Common Stock is not listed or admitted to trading
on any national securities exchange, on the Nasdaq National Market System, or
(IV) if the Common Stock is not listed or admitted to trading on any
national securities exchange or quoted on the Nasdaq National Market System,
the average of the closing bid and asked prices in the over-the-counter market
as furnished by any New York Stock Exchange member firm reasonably selected
from time to time by the Board of Directors for such purpose; provided, however,
that in the event that none of (I) through (IV) is applicable to the Common
Stock, then the Market Price of the Common Stock shall be determined in good
faith by the Company’s Board of Directors.


d.             Fractional
Shares. The Company shall not issue fractions of Warrant Shares upon exercise
of this Warrant or scrip in lieu thereof. If any fraction of a Warrant Share
would, except for the provisions of this Section 2(d), be issuable upon
exercise of this Warrant, the Company shall in lieu thereof pay to the person
entitled thereto an amount in cash equal to such fraction, calculated to the
nearest one-hundredth (1/00) of a share, multiplied by the Market Price for the
Common Stock, determined as of the date of exercise.


 


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.


a.             Stock Split.  If, at any time after the date hereof, the
number of shares of the Company’s capital stock outstanding is increased by a
stock dividend or by a subdivision or split-up of shares, then, following the
record date for the determination of holders of capital stock entitled to
receive such stock dividend, subdivision or split-up, the Exercise Price shall
be appropriately decreased and the aggregate number of Warrant Shares shall be
increased in proportion to such increase in outstanding shares. The foregoing
provisions shall similarly apply to successive stock dividends, subdivisions or
split-ups.


b.             Reverse
Stock-Split.  If, at any
time after the date hereof, the number of shares of capital stock outstanding
is decreased by a combination or reverse-split of the outstanding shares, then,
following the record date for such combination or reverse-split, the Exercise
Price shall be appropriately increased and the aggregate number of Warrant
Shares shall be decreased in proportion to such decrease in outstanding shares.
The foregoing provisions shall similarly apply to successive combinations or
reverse-splits.


c.             Issuance of
Dividends.  In the
event that the Company shall make or issue to holders of Common Stock, or shall
fix a record date for the determination of holders of Common Stock entitled to
receive, any dividend or other distribution payable in equity securities (other
than shares of Common Stock), evidences of its indebtedness or other property
(other than a cash dividend that is payable solely out of earnings or surplus
legally available for dividends under applicable law), then, in each such event
and as a condition precedent to the taking of any such action, lawful and
adequate provision (in form and substance approved by the Holder, which
approval shall not be unreasonably withheld or delayed) shall be made whereby
the Holder shall thereafter have the right to receive, upon exercise of this Warrant,
in addition to the number of shares of Common Stock receivable thereupon, the
amount of such equity securities, evidences of indebtedness or other property
as the Holder would have received had the Holder been the record owner, at the
time the Company made or issued such dividend or other distribution or on the
record date fixed therefor, as the case may be, of that number of shares of
Common Stock receivable upon exercise of this Warrant in full, and had the
Holder thereafter, during the period from the date of such event to and
including the date(s) on which the Holder exercises this Warrant, retained such
equity securities, evidences of indebtedness or other property, giving
application to all other adjustments called for during such period under this Section
3.


d.             Merger or Sale
of Assets.  In the
event that the Company shall effect (i) any consolidation or merger of the
Company with or into any other person in which those holding more than 50% of
the voting power of the Company prior to the consolidation or merger no longer
hold more than 50% of the voting power of the surviving entity, or (ii) the
sale or other disposition of all or substantially all of the Company’s assets
to any other person, in such a way that the holders of Common Stock shall be entitled
to receive cash, securities, evidences of indebtedness or other property with
respect to or in exchange for their shares of Common Stock, then, in each such
event and as a condition precedent to the consummation thereof, the Company or
such other person as is formed by or survives such consolidation or merger or
acquires such assets, as the case may be, shall execute and deliver to the
Holder, without payment of any additional consideration therefor, a new Warrant
(in form and substance approved by the Holder, which approval shall not be
unreasonably withheld or delayed) providing that the Holder shall have the
right thereafter, during the period such Warrant shall remain outstanding, to
exercise such Warrant into the kind and amount of cash, securities, evidences
of indebtedness and other property as the Holder would have received had the
Holder been the record owner, at the time of such consolidation, merger, sale
or disposition, of that number of shares of Common Stock issuable upon exercise
of this


 


3





















Warrant
in full immediately prior to the consummation of such consolidation, merger,
sale or disposition. If the holders of the Common Stock may elect from choices
the kind and/or amount of cash, securities, evidences of indebtedness and other
property receivable upon such consolidation, merger, sale or disposition, then,
for purposes of this Section 3(d), the kind and amount of cash, securities,
evidences of indebtedness and other property receivable by the Holder upon
exercise of such new Warrant shall be specified by the Holder, which
specification shall be made by the Holder by the later of (I) ten (10)
business days after the Holder is provided with a final version of all material
information concerning such choice as is provided to the holders of Common
Stock, or (II) the last time at which the holders of Common Stock are
permitted to make their specifications known to the Company; provided, however,
that if the Holder fails to make any specification within such time period, the
Holder’s choice shall be deemed to be whatever choice is made by a plurality of
the holders of Common Stock not affiliated with the Company or, in the case of
a consolidation, merger, sale or disposition, the other parties thereto. Such
new Warrant shall provide for adjustments that, for events subsequent to the
effective date of such new Warrant, shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 3. The foregoing
provisions shall similarly apply to successive consolidations, mergers or asset
acquisitions.


e.             Notice of
Adjustment.  In each
case of an adjustment or readjustment of the Exercise Price and number of
Warrant Shares pursuant to this Section 3, the Company shall, at its expense,
promptly furnish to the Holder a certificate prepared and signed by the
Treasurer or Chief Financial Officer of the Company, setting forth (i) such
adjustment or readjustment, (ii) the Exercise Price and number of Warrant
Shares in effect following such adjustment or readjustment (including the
amount, if any, of other securities and property that at the time would be
received upon the exercise of this Warrant), and (iii) the facts, set
forth in reasonable detail, upon which such adjustment or readjustment is
based.


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.


a.             Manner of
Exchange and Replacement.  This
Warrant is exchangeable, upon surrender of the Warrant by the Holder to the
Company at the Principal Office, for new Warrants of like tenor registered in
the Holder’s name and representing in the aggregate the right to purchase the
same number of Warrant Shares purchasable hereunder, each of such new Warrants
to represent the right to purchase such number of Warrant Shares as shall be
designated by the Holder at the time of surrender.


b.             Issuance of New
Warrant.  Upon receipt by the Company of
(i) evidence reasonably satisfactory to it of the loss, theft, destruction
or mutilation of this Warrant, and (ii) (A) in the case of loss,
theft or destruction, an indemnity agreement reasonably satisfactory in form
and substance to the Company or (B) in the case of mutilation, this
Warrant, the Company, at its expense, shall execute and deliver, in lieu of
this Warrant, a new Warrant of like tenor and amount.


 


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:


	
   

  	
  (i)

  	
  If to the Company, to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Traffic.com, Inc.

  
	
   

  	
   

  	
  851 Duportail Road, Suite
  220

  
	
   

  	
   

  	
  Wayne, PA 19087

  
	
   

  	
   

  	
  Attn: Chief Executive
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
   

  	
  Covington & Burling

  
	
   

  	
   

  	
  1330 Avenue of the
  Americas

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
   

  	
  Telephone: (212) 841-1256

  
	
   

  	
   

  	
  Facsimile: (646) 441-9256

  
	
   

  	
   

  	
  Attn: Ellen B. Corenswet,
  Esq.

  



 


5





















 


	
   

  	
  (ii) 

  	
  If to the Holder, to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PA Early Stage Partners,
  L.P.

  
	
   

  	
   

  	
  1200 Liberty Ridge Drive

  
	
   

  	
   

  	
  Suite 310

  
	
   

  	
   

  	
  Wayne, PA 19087

  
	
   

  	
   

  	
  Attn: Chief Financial
  Officer

  
	
   

  	
   

  	
  Fax: (610) 254-4240

  



 


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.


a.             Governing Law. This Warrant
shall be construed in accordance with and governed by the laws of the State of
Delaware (without giving effect to any conflicts or choice of law provisions
that would cause the application of the domestic substantive laws of any other jurisdiction).


b.             Prevailing
Party’s Costs and Expenses.  The prevailing party in any mediation,
arbitration or legal action to enforce or interpret this Warrant shall be
entitled to recover from the non-prevailing party all costs and expenses,
including reasonable and documented attorneys’ fees, incurred in such action or
proceeding.


c.             Failure to
Pursue Remedies.  Except
where a time period is specified, no delay on the part of any party in the
exercise of any right, power, privilege or remedy hereunder shall operate as a
waiver thereof, nor shall any exercise or partial exercise of any such right,
power, privilege or remedy preclude any further exercise thereof or the
exercise of any other right, power, privilege or remedy.


d.             Amendment and
Waiver.  No provision of this Warrant
may be amended, modified or waived except upon the written consent of the party
against whom such amendment, modification or waiver is to be enforced. The
failure of any party to enforce any of the provisions of this Warrant shall in
no way be construed as a waiver of such provisions and shall not affect the
right of such party thereafter to enforce each and every provision of this
Warrant in accordance with its terms.


e.             Assignment;
Binding Effect.  The rights
and obligations of the Company set forth herein may not be assigned or
delegated by the Company without the prior written consent of the Holder.
Subject to compliance with the provisions of Section 9 hereof, the rights and
obligations of the Holder set forth herein may be assigned or delegated by the
Holder without the prior written consent of the Company. This Warrant shall be
binding upon and inure to the benefit of all of the parties and, to the extent
permitted by this Warrant, their successors, legal representatives and assigns.


f.              Severability.  If any term or provision of this Warrant, or
the application thereof to any person or circumstance, shall, to any extent, be
invalid or unenforceable, the remainder of this Warrant, or its application to
other persons or circumstances, shall not be affected thereby, and each term
and provision of this Warrant shall be enforced to the fullest extent permitted
by law.


g.             Construction.  Whenever the context requires, the gender of
any word used in this Warrant includes the masculine, feminine or neuter, and
the number of any word includes the singular or plural. Unless the context
otherwise requires, all references to articles and sections refer to articles
and sections of this Warrant, and all references to exhibits are to exhibits
attached hereto, each of which is made a part hereof for all purposes.


 


6





















h.             Headings.  The headings and subheadings in this Warrant
are included for convenience and identification only and are in no way intended
to describe, interpret, define or limit the scope, extent or intent of this
Warrant or any provision hereof.


i.              Facsimile.  Delivery of an executed signature page of this
Warrant by facsimile transmission shall be as effective as delivery of a
manually executed signature page.


                                            [SIGNATURES
ON THE FOLLOWING PAGE]


 


7





















 


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


	
   

  	
  TRAFFIC.COM, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Robert N. Verratti

  
	
   

  	
   

  	
  Title:   Chief Executive Officer

  



 


	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 


 


8





















EXHIBIT “A”


NOTICE OF EXERCISE


To:          Traffic.com, Inc.


1.               The undersigned hereby
elects to purchase ____________ shares of Common Stock of Traffic.com, 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:


_                                         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.


_                                         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.


_                                         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