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GLOBAL
TRAFFIC NETWORK (UK) LIMITED (2)
GLOBAL
TRAFFIC NETWORK, INC (3)
DEED OF AMENDMENT TO SHARE
PURCHASE
THE UNIQUE BROADCASTING
COMPANY
LIMITED
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Clause
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Heading
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Page
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Interpretation
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Variation of
Agreement
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Completion and
Payment
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Counterparts
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Effect on the
Agreement
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General
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Delivery
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THIS
AGREEMENT is dated
July 23, 2009
(1)
UBC MEDIA GROUP PLC incorporated and registered in England
and Wales with company number 3958483 whose registered office is at
50 Lisson Street, London NW1 5DF (“ Seller
”).
(2)
GLOBAL TRAFFIC NETWORK (UK) LIMITED incorporated and
registered in England and Wales (company no. 5867987) whose
registered office is at 179 Great Portland Street, London W1W 5LS
(“ Buyer ”).
(3)
GLOBAL TRAFFIC NETWORK, INC. incorporated and registered in
the state of Nevada in the United States of America whose principal
executive offices are at 880 Third Ave, 6 th Floor, New York, NY 10022, USA of which the
Buyer us a wholly owned subsidiary (“ Buyer’s
Parent ”)
together (the
“ Parties ”)
Under the terms
of a share purchase agreement entered into by the Parties and dated
1 February 2009 (“ SPA ”) the Seller sold
to the Buyer the entire issued share capital of The Unique
Broadcasting Company Limited (as it was then called). Under the
terms of the SPA Seller is entitled to receive certain earn out
consideration subject to the achievement of certain conditions
(“ Earn Out ”).
The Parties
have now agreed to vary the terms of the SPA in accordance with the
terms of this deed so that there shall no longer be an Earn Out. In
consideration of the Seller releasing the Buyer from its
obligations under the Earn Out the Buyer shall pay to the Seller
£1,950,000 (“ Earn Out Payment
”).
The Seller has
agreed to buy from the Buyer’s subsidiary Global Traffic
Network (UK) Commercial Limited the assets of the Intamedia
business subject to the terms of a purchase agreement entered into
on or around the date hereof (“ BPA
”).
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1.
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Interpretation
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1.1
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Words, expressions and abbreviations
defined or used in the SPA (unless the context requires otherwise)
have the same meanings when used in this deed unless stated
otherwise below:
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“ Business ”
shall have the meaning ascribed to it in the BPA; and
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“ Employees ”
shall have the meaning ascribed to it in the BPA.
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1.2
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Reference to a clause or paragraph
is to a clause or a paragraph of this deed respectively unless the
context requires otherwise.
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1.3
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Reference to any gender includes the
other genders and words denoting the singular include the plural
and vice versa; reference to a “person” includes any
individual, firm, unincorporated association or body corporate
unless the context
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requires otherwise and reference to
any party to this deed comprising more than one person includes
each person constituting that party.
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1.4
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The
headings in this deed are for ease of reference only and shall not
affect its construction or interpretation
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2.
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Variation of
Agreement
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2.1
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Subject to the terms of this deed
the parties agree to vary the terms of the SPA with immediate
effect as follows:
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(a)
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under the Definitions section
“Earn Out Consideration” and its definition be deleted
and replaced with:
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“Earn Out Payment”
— the additional cash consideration of
£1,950,000
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(b)
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the
definition of “Earn Out Revenue” be deleted;
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(c)
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the
definitions of “Consideration” be amended so that it
reads as follows:
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