TRAFFIC.COM, INC. Common Stock Purchase Warrant

Exhibit 4.24

THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS OR IN A TRANSACTION WHICH QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

TRAFFIC.COM, INC.
Common Stock Purchase Warrant

         traffic.com, Inc., a Delaware corporation (the "Company"), hereby certifies that, for value received, PNC Bank, National Association, a national banking association, or assigns (the "holder") is entitled, subject to the provisions set forth below, to purchase from the Company an aggregate of up to 30,000 fully paid and non-assessable shares of the common stock, par value $.01 per share, of the Company at a purchase price, subject to the provisions of Section 3 hereof, of $8.00 per share (the "Purchase Price"). The Purchase Price and the number and character of such shares are subject to adjustment as provided below, and the term "Common Stock" shall mean, unless the context otherwise requires, the stock or other securities or property at the time deliverable upon the exercise of this Warrant. This Warrant is herein called the "Warrant."

        1.      EXERCISE OF WARRANT.    The holder shall be entitled to purchase 30,000 shares of Common Stock (the "Warrant Shares") at any time prior to January 27, 2008. The Warrant must be exercised for all of the Warrant Shares and the Purchase Price shall be $8.00 per share. There shall be no other rights to purchase any additional amounts of stock of traffic.com under this Warrant.

•         1.1.     Manner of Exercise.     The purchase rights evidenced by this Warrant shall be exercised by the holder hereof surrendering this Warrant, with the form of subscription at the end hereof duly executed by such holder, to the Company at its office at 851 Duportail Road, Suite 220, Wayne, PA 19087, accompanied by payment, in cash, by certified or official bank check or by wire transfer of an amount equal to the Purchase Price multiplied by the number of shares being purchased pursuant to such exercise of the Warrant

          1.2.     Net Issue Exercise.     In lieu of exercising this Warrant pursuant to Section 1.1, the holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the holder a number of shares of the Company's Common Stock computed using the following formula:

• Where:

•         1.3.     Fair Market Value.     For purposes of this Section 1, the " fair market value " of one share of the Company's Common Stock shall mean:

  •         (a)   The average of the closing bid and asked prices of the Common Stock in the over-the-counter market or the closing sale price quoted on The Nasdaq Stock Market or on any exchange on which the Common Stock is listed as published in The Wall Street Journal for the ten (10) trading days prior to the date of determination of fair market value; or

            (b)   If the Common Stock is not traded in the over-the-counter market, The Nasdaq Stock Market or on an exchange, the price per share which the Company could obtain from a willing buyer for shares sold by the Company from authorized but unissued shares as determined in good faith by the Company's Board of Directors.

        2.      DELIVERY OF STOCK CERTIFICATES ON EXERCISE.    As soon as practicable after the exercise of this Warrant and payment of the Purchase Price, and in any event within ten (10) days thereafter, the Company, at its expense, will cause to be issued in the name of and delivered to the holder hereof a certificate or certificates for the number of fully paid and non-assessable shares or other securities or property to which such holder shall be entitled upon such exercise, plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash in an amount determined in accordance with subsection 3.5 hereof. The Company agrees that the shares so purchased shall be deemed to be issued to the holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid.

        3.      ANTI-DILUTION PROVISIONS AND OTHER ADJUSTMENTS.    In order to prevent dilution of the right granted hereunder, the Purchase Price shall be subject to adjustment from time to time to in accordance with this paragraph 3. Upon each adjustment of the Purchase Price pursuant to this Section 3, the registered holder of this Warrant shall thereafter be entitled to acquire upon exercise, at the Purchase Price resulting from such adjustment, the number of shares of the Company's Common Stock obtainable by multiplying the Purchase Price in effect immediately prior to such adjustment by the number of shares of the Company's Common Stock acquirable immediately prior to such adjustment and dividing the product thereof by the Purchase Price resulting from such adjustment.

•         3.1.     Subdivisions and Combinations.     In case the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares, the Purchase Price in effect immediately prior to such subdivision shall be proportionately reduced, and, conversely, in case the outstanding shares of Common Stock of the Company shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall be proportionately increased.

          3.2.     Reorganization, Reclassification, Consolidation, Merger or Sale of Assets.     

  •         (a)   If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash or other property

• • with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision shall be made whereby the holder of this Warrant shall have the right to acquire and receive upon exercise of this Warrant such shares of stock, securities, cash or other property issuable or payable (as part of the reorganization, reclassification, consolidation, merger or sale) with respect to or in exchange for such number of outstanding shares of the Company's Common Stock as would have been received upon exercise of this Warrant at the Purchase Price then in effect. The Company will not effect any such consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument mailed or delivered to the holder of this Warrant at the last address of such holder appearing on the books of the Company, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase.

            (b)   Subsection 3.2(a) shall be subject to the provisions of Section 3 of the Second Amended and Restated Stockholders' Agreement, dated November 14, 2000 (the "Stockholders' Agreement").

          3.3.     Notices of Record Date, Etc.     In the event that:

  •         (1)   the Company shall declare any cash dividend upon its Common Stock, or

            (2)   the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock, or

            (3)   the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights, or

            (4)   there shall be any capital reorganization or reclassification of the capital stock of the Company, including any subdivision or combination of its outstanding shares of Common Stock, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation, or

            (5)   there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company;

    then, in connection with such event, the Company shall give to the holder of this Warrant:

            (i)    at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up; and

            (ii)   in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be. Each such written notice shall be given by first class mail, postage prepaid, addressed to the holder of this Warrant at the address of such holder as shown on the books of the Company.

          3.4.     Adjustment by Board of Directors.     If any event occurs as to which, in the opinion of the Board of Directors of the Company, the provisions of this Section 3 are not strictly applicable or if strictly applicable would not fairly protect the rights of the holder of this Warrant in accordance

• with the essential intent and principles of such provisions, then the Board of Directors shall make an adjustment in the application of such provisions, in accordance with such essential intent and principles, so as to protect such rights as aforesaid, but in no event shall any adjustment have the effect of increasing the Purchase Price as otherwise determined pursuant to any of the provisions of this Section 3 except in the case of a combination of shares of a type contemplated in subsection 3.1 and then in no event to an amount larger than the Purchase Price as adjusted pursuant to subsection 3.1.

          3.5.     Fractional Shares.     The Company shall not issue fractions of shares of Common Stock upon exercise of this Warrant or scrip in lieu thereof. If any fraction of a share of Common Stock would, except for the provisions of this subsection 3.5, 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 the current value of such fraction, calculated to the nearest one-hundredth (1/100) of a share, to be computed (i) if the Common Stock is listed on any national securities exchange on the basis of the last sales price of the Common Stock on such exchange (or the quoted closing bid price if there shall have been no sales) on the date of conversion, or (ii) if the Common Stock shall not be listed, on the basis of the mean between the closing bid and asked prices for the Common Stock on the date of conversion as reported by Nasdaq, or its successor, and if there are not such closing bid and asked prices, on the basis of the fair market value per share as determined in good faith by the Board of Directors of the Company.

          3.6.     Officers' Statement as to Adjustments.     Whenever the Purchase Price shall be adjusted as provided in Section 3 hereof, the Company shall forthwith file at each office designated for the exercise of this Warrant, a statement, signed by the Chairman of the Board, the President, any Vice President or Treasurer of the Company, showing in reasonable detail the facts requiring such adjustment and the Purchase Price that will be effective after such adjustment. The Company shall also cause a notice setting forth any such adjustments to be sent by mail, first class, postage prepaid, to the record holder of this Warrant at its address appearing on the stock register. If such notice relates to an adjustment resulting from an event referred to in subsection 3.3, such notice shall be included as part of the notice required to be mailed and published under the provisions of subsection 3.3 hereof.

        4.      NO DILUTION OR IMPAIRMENT.    The Company will not, by amendment of its charter 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 taking of all such action as may be necessary or appropriate in order to protect the rights of the holder hereof 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.

        5.      RESERVATION OF STOCK ISSUABLE ON EXERCISE OF WARRANT.    The Company shall at all times reserve and keep available out of its authorized but unissued stock, for the issuance and delivery upon the exercise of this Warrant, such number of its duly authorized shares of Common Stock as from time to time shall be issuable upon the exercise of this Warrant. All of the shares of Common Stock issuable upon exercise of this Warrant, when issued and delivered in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable.

        6.      REPLACEMENT OF WARRANT.    Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to it, or (in the case of mutilation) upon surrender and cancellation thereof, the Company will issue, in lieu thereof, a new Warrant of like tenor.

        7.      REMEDIES.    The Company stipulates that the remedies at law of the holder of this Warrant in the event of any default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate, and that the same may be specifically enforced.

        8.      NEGOTIABILITY.    This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees:

•         (a)   Subject to Section 9.2 hereof and the legend appearing on the first page hereof, title to this Warrant may be transferred by endorsement (by the holder hereof executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. Absent an effective registration statement under the Securities Act of 1933, as amended (the "Act"), and the applicable state securities laws covering the disposition of this Warrant and the shares of Common Stock issued or issuable upon exercise hereof, the holder will not sell or transfer any or all of such Warrant or shares, as the case may be, without counsel reasonably acceptable to the Company first providing the Company with an opinion to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the Act and the applicable state securities laws. Each certificate representing shares of Common Stock issued pursuant to this Warrant shall bear a legend in substantially the following form on the face thereof;

  • THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY BE TRANSFERRED OR RESOLD ONLY IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

  Any certificate issued at any time in exchange or substitution for any certificate bearing such legend shall also bear such legend unless, in the opinion of counsel for the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the Act or of the applicable state securities laws.

          (b)   Until this Wa