THIS AGREEMENT dated as of ___________, made by ______________ (referred to herein as
"PLEDGOR"), having a mailing address of ___________________, to and for the benefit of
TeleCommunication Systems, Inc., a Maryland corporation (referred to herein as "PLEDGEE," which term shall
also include any subsequent holder of this Agreement), having a mailing address of 275 West Street, Annapolis,
MD 21401. The parties hereby agree that this Agreement, the Note and related documents are issued pursuant
to section 7(b) of the TeleCommunication Systems, Inc., Amended and Restated 1997 Stock Incentive Plan.
Pledgor is (i) the owner of options to purchase __________________ (_________) shares of the Pledgee's
Class A Common Stock (the "OPTIONS") granted to the Pledgor on _________; and
(ii) the owner of the ____________________ (__________) shares (referred to herein as the "PLEDGED
SHARES") of the Pledgee's Class A Common Stock ("COMMON STOCK") (in its capacity as issuer of the
Pledged Shares, Pledgee is sometimes referred to herein as the "ISSUER"), and more fully described as follows:
Pledged Shares issued by TeleCommunication Systems, Inc. to Pledgor and evidenced by the following
Pledgee has made a loan to Pledgor in the principal amount of _____________________ and 00/100 Dollars
($_________________) (referred to herein as the "LOAN").
To evidence the terms of the Loan, Pledgor has made payable to the order of Pledgee, and delivered to Pledgee,
that certain Employee Loan Promissory Note dated as of ___________, 2001, in the principal amount of
_______________ and 00/100 Dollars ($____________) (referred to herein as the "NOTE," as it may be
amended and extended from time to time, and including any replacement notes or substitute notes, and any
combinations thereof in any denominations, that may be issued for the Note or to further evidence the Loan from
time to time).
It is a condition of the Loan that the indebtedness evidenced by the Not