Summary of GLOBAL TRAFFIC NETWORK, INC.

Item 1.01. Entry into Material Definitive Agreement.
On February 1, 2009, the registrant ("Global") entered into a Share Purchase Agreement (the "Purchase Agreement") with UBC Media Group plc, among others, pursuant to which Global's wholly-owned subsidiary, Global Traffic Network (UK) Limited, will purchase the entire share capital of The Unique Broadcasting Company Limited. The Unique Broadcasting Company Limited is a subsidiary of UBC Media Group that houses its Commercial Division operations, which supplies traffic and travel information to approximately 230 radio stations and entertainment news information to approximately 120 radio stations in the United Kingdom in exchange for commercial airtime inventory that is then sold to advertisers.
Global has agreed to pay UBC Media Group г9.0 million (currently approximately $13.1 million) at the closing of the transaction. The closing date purchase price will be adjusted upwards or downwards by the amount that The Unique Broadcasting Company Limited's working capital exceeds or is less than г40,000 as of the closing date. In addition, UBC Media Group plc will be eligible to receive additional cash "earn-out" compensation based upon the financial performance of the acquired business during each of the 2009, 2010 and 2011 calendar years. For 2009, UBC Media Group plc will be entitled to receive an earn-out payment of up to г5.5 million based on revenue of the acquired business generated during 2009. UBC will be entitled to a г1.0 million payment if the acquired business generates 2009 revenue of at least г11.0 million. The amount of the payment will increase based on a graduated schedule of 2009 revenue, up to maximum of г5.5 million if the acquired business generated 2009 revenues of г13.6 million or greater. For each of 2010 and 2011, UBC Media Group will be entitled to receive earn-out payments equal to 50% of the amount by which revenue from the acquired business exceeds г12.0 million or г12.5 million, respectively. The closing date purchase price, adjustments based on the closing date working capital amount and any future earn-out payments are required to be paid in British pounds. U.S. dollar equivalents will fluctuate based on fluctuations in the foreign currency exchange rates in effect from time to time.
The Share Purchase Agreement contains representations, warranties, covenants, agreements and provisions for insurance as are customary for a transaction of this size and nature. Closing of the contemplated transaction will be contingent upon, among other things, the accuracy of representations and warranties and the satisfaction of customary closing conditions, including receipt of approval by the shareholders of UBC Media Group. Assuming satisfaction of closing conditions, Global expects that the transaction will close on or around March 2, 2009.
The foregoing description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by the Share Purchase Agreement itself, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
On February 2, 2009, Global issued a press release announcing entry into the Share Purchase Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.