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
