STOCKHOLDER
VOTING AGREEMENT


This STOCKHOLDER VOTING
AGREEMENT (this “Agreement”) is made and entered into as of November 6,
2006 by and among NAVTEQ Corporation, a Delaware corporation (the “Parent”),
NAVTEQ Holdings B.V., a corporation organized under the laws of The Netherlands
(“BV Sub”), NAVTEQ Holdings Delaware, Inc., a Delaware corporation and
wholly-owned subsidiary of Parent (“Merger Sub”), Traffic.com, Inc., a
Delaware corporation (the “Company”), and the person whose name appears
on the signature page hereto as a Stockholder (the “Stockholder”) of the
Company.  Capitalized terms used and not
otherwise defined herein, and defined in the Merger Agreement (as defined
below), shall have the respective meanings ascribed to them in the Merger
Agreement.


RECITALS


WHEREAS,
concurrently with the execution of this Agreement, the Company, Parent, BV Sub
and Merger Sub are entering into an Agreement and Plan of Merger of even date
herewith (the “Merger Agreement”), pursuant to which the parties thereto
have agreed, upon the terms and subject to the conditions set forth therein, to
the Merger;


WHEREAS, the
Stockholder is the beneficial owner of such number of shares of common stock of
the Company, par value $0.01 per share (the “Company Common Stock”), set
forth on the signature page hereto, and options, warrants or other rights to
acquire such number of shares of Company Common Stock as set forth on the
signature page hereto; and


WHEREAS, as a
material inducement and a condition to Parent, BV Sub and Merger Sub entering
into the Merger Agreement, Parent has requested that the Stockholder agree, and
the Stockholder has agreed (in the Stockholder’s capacity as such), for the
benefit of Parent, BV Sub and Merger Sub, to enter into this Agreement to
facilitate the consummation of the Merger;


NOW, THEREFORE, in
consideration of the foregoing premises and the representations, warranties,
covenants and agreements set forth herein, as well as other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged and
accepted, and intending to be legally bound hereby, Parent, BV Sub, Merger Sub
and the Stockholder hereby agree as follows:


1.             Certain Definitions.  For purposes of this Agreement:


“Expiration Date” shall mean the
earlier to occur of (a) such date and time as the Merger Agreement shall have
been validly terminated pursuant to its terms, (b) the Effective Time, or (c)
the occurrence of a Material Adverse Amendment.


“Material
Adverse Amendment” means an amendment to the Merger Agreement that (i)
materially and adversely affects the Stockholder and (ii) is approved by the
Company’s Board of 









 



Directors notwithstanding the fact that in such vote
the Stockholder’s nominee on the Company’s Board of Directors voted against
such amendment.


“Shares”
means (a) all equity securities of the Company (including all shares of Company
Common Stock, and all options, warrants and other rights to acquire shares of
Company Common Stock) beneficially owned by the Stockholder as of the date of
this Agreement and (b) all additional equity securities of the Company
(including all additional options, warrants and other rights to acquire shares
of Company Common Stock) of which Stockholder acquires beneficial ownership
during the period commencing with the execution and delivery of this Agreement
until the Expiration Date.


“Voting Period”
means the period commencing on the date of this Agreement and continuing until
the Expiration Date.


2.             Representations
and Warranties of Stockholder. 
The Stockholder represents and warrants to Parent, BV Sub and Merger Sub
as follows:


(a)           The Stockholder is the beneficial
owner (as such term is defined in Rule 13d-3 under the Exchange Act, provided,
however, that for the purposes of this Agreement, such term shall include any
Shares that may be acquired more than sixty (60) days from the date hereof) of
all of the Shares.  The Stockholder has
sole voting power and the sole power of disposition with respect to all of the
Shares, with no limitations, qualifications or restrictions on such rights
(subject to applicable federal securities laws and the terms of this
Agreement).  Such Shares constitute all
of the Shares beneficially owned by the Stockholder.  The Shares are held by the Stockholder, or by
a nominee or custodian for the benefit of the Stockholder, free and clear of
all mortgages, claims, charges, liens, security interests, pledges, options,
proxies, voting trusts or agreements (“Encumbrances”), except for any
such Encumbrances arising hereunder and Encumbrances applicable to all
securityholders alike, such as the restrictions upon resale imposed by the
Securities Act.


(b)           The Stockholder has the legal
capacity, power and authority, as applicable, to enter into and perform all of
the Stockholder’s obligations under this Agreement.  This Agreement has been duly and validly
executed and delivered by the Stockholder and constitutes (assuming due
execution and delivery of this Agreement by Parent, BV Sub and Merger Sub) a
valid and binding agreement of the Stockholder, enforceable against the
Stockholder in accordance with its terms, except to the extent that its
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting the enforcement of creditors’
rights generally or by general equitable principles.  The execution, delivery and performance of
this Agreement by the Stockholder will not violate any agreement or court order
to which the Stockholder is a party or is subject, including, without
limitation, any voting agreement or voting trust, except for any of the
foregoing as would not impair the Stockholder’s ability to perform its
obligations under this Agreement in any material respect.


(c)           Except for any applicable filings
under the Exchange Act, no filing with, and no permit, authorization, consent
or approval of, any Governmental Authority or any other Person is 



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required to be made or obtained by the Stockholder for
the execution of this Agreement by the Stockholder, compliance by the
Stockholder with the provisions hereof or performance of the Stockholder’s
obligations hereunder.


(d)           If the Stockholder is married and the
Shares constitute community property, this Agreement has been duly authorized,
executed and delivered by, and constitutes a valid and binding agreement of,
the Stockholder’s spouse, enforceable against such person in accordance with
its terms.


(e)           The Stockholder understands and
acknowledges that Parent is entering into, and causing BV Sub and Merger Sub to
enter into, the Merger Agreement in reliance upon the Stockholder’s concurrent
execution and delivery of this Agreement, including Parent’s reliance on the
Stockholder’s representations and warranties contained herein.


3.             Representations and Warranties of the Company.  The Company hereby represents and warrants to
Parent, BV Sub and Merger Sub as follows:


(a)           The Company has the corporate power
and authority to enter into and perform all of its obligations under this
Agreement.  This Agreement has been duly
and validly executed and delivered by the Company and constitutes a valid and
binding agreement of the Company, enforceable against the Company in accordance
with its terms, except to the extent that its enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting the enforcement of creditors’ rights generally or by general
equitable principles.


(b)           Except for filings under the Exchange
Act, no filing with, and no permit, authorization, consent or approval of, any
Governmental Authority is necessary for the execution of this Agreement by the
Company, compliance by the Company with the provisions hereof or performance of
its obligations hereunder.


4.             Representations and Warranties of Parent, BV Sub and Merger Sub.  Parent and Merger Sub hereby represent and
warrant to the Stockholder as follows:


(a)           Parent, BV Sub and Merger Sub have
the corporate power and authority to enter into and perform all of their
respective obligations under this Agreement. 
This Agreement has been duly and validly executed and delivered by
Parent, BV Sub and Merger Sub and constitutes a valid and binding agreement of
each of them, enforceable against them in accordance with its terms, except to
the extent that its enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting the enforcement of creditors’
rights generally or by general equitable principles.


(b)           Except for filings under the Exchange
Act, no filing with, and no permit, authorization, consent or approval of, any
Governmental Authority is necessary for the execution of this Agreement by
Parent, BV Sub or Merger Sub, compliance by Parent, BV Sub and Merger Sub with
the provisions hereof or performance of their obligations hereunder.



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5.             Voting Agreement.


(a)           The Stockholder hereby irrevocably
and unconditionally agrees that, during the Voting Period, the Stockholder
shall (i) appear (in person or by proxy) at any meeting (whether annual or
special and whether or not an adjourned or postponed meeting) of the holders of
Company Common Stock, properly called, or otherwise cause the Shares then
beneficially owned by the Stockholder to be counted as present thereat for
purposes of establishing a quorum, and (ii) vote or provide a written consent
with respect to all Shares (or will cause all Shares to be voted, or cause a
written consent to be provided with respect to all Shares) (A) in favor of
adoption and approval of the Merger Agreement and approval of the Merger, not
including any Material Adverse Amendment, (B) against any action, proposal,
transaction or agreement that would result, or could reasonably be expected to
result, in any material respect in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company contained in the
Merger Agreement, and (C) against any proposal made in opposition to, or in
competition with, consummation of the Merger and the other transactions
contemplated by the Merger Agreement, including any Acquisition Proposal.  In all other matters, the Shares shall be
voted by and in the manner determined by the Stockholder.


(b)           Notwithstanding any other provision
of this Agreement, if the Stockholder is a director or officer of the Company,
it is expressly understood and agreed that this Agreement shall not limit or
restrict any actions taken by the Stockholder in his or her capacity as a
director or officer of the Company either (i) pursuant to Applicable Law or
(ii) in exercising the Company’s rights or fulfilling the Company’s obligations
under the Merger Agreement (to the extent permitted or required by the Merger
Agreement).


6.             Grant of Irrevocable Proxy.  Concurrently with the execution and delivery
of this Agreement, the Stockholder has delivered to Parent a proxy in the form
attached hereto as Exhibit A (the “Proxy”) with respect to the
Shares.  Such Proxy shall be irrevocable
to the fullest extent permitted by Applicable Law and shall terminate upon the
termination of this Agreement.


7.             No Solicitation.  The Stockholder shall, and shall cause its
affiliates that it controls and its and its control affiliates’ respective
directors, officers, employees, investment bankers, attorneys, financial and
other advisors or other representatives not to, directly or indirectly, (i)
solicit, initiate, knowingly encourage, or induce the making, submission or
announcement of, an Acquisition Proposal, (ii) furnish to any Person (other
than Parent, BV Sub, Merger Sub or any designees of Parent, BV Sub or Merger
Sub) any non-public information relating to the Company or any of its
Subsidiaries, or afford access to the business, properties, assets, books or
records of the Company or any of its Subsidiaries to any Person (other than
Parent, BV Sub, Merger Sub or any designees of Parent, BV Sub or Merger Sub), or
take any other action intended to assist or facilitate any inquiries or the
making of any proposal that constitutes or could reasonably be expected to lead
to an Acquisition Proposal, (iii) participate or engage in discussions or
negotiations with any Person with respect to an Acquisition Proposal (other
than to notify such Person as to the existence of this provision), (iv)
approve, endorse or recommend an Acquisition Proposal, (v) enter into any
letter of intent, memorandum of understanding or other agreement, contract or
arrangement contemplating or otherwise relating to an Acquisition Transaction,
or (vi) terminate, amend or waive any rights under any “standstill” or other
similar 



 4
 






 



agreement between the
Stockholder and any Person (other than Parent). 
The Stockholder shall immediately cease any and all existing activities,
discussions or negotiations with any persons (other than Parent and its
affiliates and representatives) conducted heretofore with respect to any
Acquisition Proposal.  Without limiting
the generality of the foregoing, the Stockholder acknowledges and hereby agrees
that any violation of the restrictions set forth in this Section 7 by the
Stockholder or any representatives of the Stockholder shall be deemed to be a
breach of this Section 7 by the Stockholder. 
The Stockholder shall not enter into any letter of intent or similar
document or any agreement contemplating or otherwise relating to an Acquisition
Proposal unless and until this Agreement is terminated pursuant to its terms.


8.             No Transfers During Voting Period.  The Stockholder agrees that during the Voting
Period, except as expressly contemplated by the terms of this Agreement, such
Stockholder shall not, directly or indirectly, 
(i) sell, transfer, tender, pledge, encumber, assign or otherwise
dispose of (including by merger, testamentary disposition, interspousal
disposition pursuant to spousal domestic relations proceedings or otherwise, or
otherwise by operation of law) (collectively, “Transfer”) any of the
Shares, or enter into any contract, option or other agreement to Transfer any
of the Shares, or otherwise cause or permit the Transfer of any Shares, (ii)
grant any proxies or powers of attorney or enter into any voting trust or other
similar agreements or arrangements with respect to any Shares; (iii) request
that the Company register the Transfer of any certificate or uncertificated
interest representing any of the Shares, or (iv) take any action that would
have the effect of preventing, impeding, interfering with or adversely
affecting its ability to perform its obligations under this Agreement.  The Stockholder hereby agrees that, in order
to ensure compliance with the restrictions referred to herein, the Company may
issue appropriate “stop transfer” instructions to its transfer agent in respect
of the Shares.  Notwithstanding the
foregoing or anything to the contrary set forth in this Agreement, the
Stockholder may surrender shares in connection with “cashless” or net exercise
provisions of Company Options or Warrants to the extent necessary to effect
exercises thereof (including the payment of any taxes required to be withheld
and paid with respect to such exercises).


9.             Acquisition of Additional
Shares.


(a)           At all times during the period
commencing with the execution and delivery of this Agreement and continuing
until the Expiration Date, the Stockholder shall promptly notify Parent of the
number of any additional shares of Company Common Stock and the number and type
of any other voting securities of the Company acquired by the Stockholder, if
any, after the date hereof. 
Notwithstanding anything to the contrary in this Agreement, nothing in
this Agreement shall obligate the Stockholder to exercise any option, warrant
or other right to acquire Shares.


(b)           In the event of a stock dividend or
distribution, or any change in the Shares by reason of any stock dividend or
distribution, split-up, recapitalization, combination, exchange of shares or
the like, the term “Shares” shall be deemed to refer to and include the Shares
as well as all such stock dividends and distributions and any securities into
which or for which any or all of the Shares may be changed or exchanged or
which are received in such transaction.



 5
 






 



10.           No Ownership Interest.  Nothing contained in this Agreement shall be
deemed to vest in Parent any direct or indirect ownership or incidence of
ownership of or with respect to any Shares. 
Except as provided in this Agreement, all rights, ownership and economic
benefits relating to the Shares shall remain vested in and belong to the
Stockholder.


11.           Disclosure. 
The Stockholder hereby agrees to permit Parent to publish and disclose
in the Registration Statement and the Proxy Statement/Prospectus (including all
documents and schedules filed with the SEC), and in any press release or other
disclosure document which Parent reasonably determines to be necessary or
desirable to comply with applicable law or the rules and regulations of The New
York Stock Exchange in connection with the Merger and any transactions related thereto,
the Stockholder’s identity and ownership of the Shares and the nature of the
Stockholder’s commitments, arrangements and understandings under this
Agreement, provided that any public announcement or disclosure is made in
accordance with the terms of the Merger Agreement and the requirements of
Applicable Law, subject to Parent using its reasonable best efforts to consult
with the Stockholder and giving the Stockholder the right to review and comment
upon any such disclosure.  In addition,
the Stockholder will cooperate with Parent in connection with the filing of any
Schedule 13D or amendment thereto that Parent reasonably determines is required
under the Exchange Act in connection with this Agreement.


12.           Consent and Waiver.  The Stockholder hereby gives any consents
or waivers that are reasonably required for the consummation of the Merger
under the terms of any agreement or instrument to which the Stockholder is a
party.  Without limiting the generality
of or effect of the foregoing, the Stockholder hereby waives any and all rights
to contest or object to the execution and delivery of the Merger Agreement, the
actions of the Board of Directors of the Company in approving and recommending
the Merger, the consummation of the Merger and the other transactions
contemplated by the Merger Agreement, or to seek damages or other legal or
equitable relief in connection therewith. 
From and after the Effective Time, the Stockholder’s right to receive
its portion of the Merger Consideration on the terms and subject to the
conditions set forth in the Merger Agreement shall constitute the Stockholder’s
sole and exclusive right against the Company and/or Parent or Merger Sub in
respect of the Stockholder’s status as a stockholder of the Company.


13.           Confidentiality.  The Stockholder shall hold any
information regarding this Agreement and the Merger in strict confidence and
shall not divulge any such information to any third person (except to
affiliates and to its limited partners, investment bankers, attorneys, financial
and other advisors) until the Parent has publicly disclosed the Merger, except
for disclosures which the Stockholder’s legal counsel advises are necessary in
order to fulfill such Stockholder’s obligations imposed by law, in which event
the Stockholder shall give prior notice of such disclosure to Parent as
promptly as practicable.  Subject to the
exception in the immediately preceding sentence, neither the Stockholder, nor
any of its affiliates shall issue or cause the publication of any press release
or other public announcement with respect to this Agreement, the Merger, the
Merger Agreement or other transactions contemplated thereby.


14.           Termination.  This
Agreement shall automatically terminate (without requirement of further action
or notice) on the Expiration Date.



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15.           Miscellaneous.


(a)           This Agreement may be amended,
modified or supplemented only by written agreement of the parties.


(b)           Any failure of the Stockholder, on
the one hand, or Parent and Merger Sub, on the other hand, to comply with any
obligation, covenant, agreement or condition herein may be waived by Parent
(with respect to any failure by the Stockholder) or the Stockholder (with
respect to any failure by Parent or Merger Sub), respectively, only by a
written instrument signed by the party granting such waiver, but such waiver or
failure to insist upon strict compliance with such obligation, covenant,
agreement or condition shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure. 
Whenever this Agreement requires or permits consent by or on behalf of
any party hereto, such consent shall be given in writing in a manner consistent
with the requirements for a waiver of compliance as set forth in this Section
15(b).


(c)           All notices and other communications
hereunder shall be in writing and shall be delivered personally by overnight
courier or similar means or sent by facsimile with written confirmation of
receipt, to the parties at the addresses specified below (or at such other
address for a party as shall be specified by like notice. Any such notice shall
be effective upon receipt, if personally delivered or on the next business day
following transmittal if sent by confirmed facsimile. Notices, including oral
notices, shall be delivered as follows:


if to the Stockholder, at the address set forth on the

signature page, with a copy to the address provided

thereto (if blank no such copy shall be required).


if to Parent, BV
Sub or Merger Sub, to:


NAVTEQ Corporation

222 Merchandise Mart, Suite 900

Chicago, Illinois 60654

Attention:  Lawrence M. Kaplan

Facsimile:  312-894-7212


with a copy to:


Pepper Hamilton LLP

600 Fourteenth Street, N.W.

Washington, D.C. 20005

Attention:  Thomas L. Hanley

Facsimile:  202-220-1665


(d)           Neither this Agreement nor any right,
interest or obligation hereunder shall be assigned by either of the parties
hereto without the prior written consent of the other party. This Agreement
shall be binding upon and inure to the benefit of Parent and Merger Sub and its
and their successors and permitted assigns and shall be binding upon the
Stockholder and the 



 7
 






 



Stockholder’s heirs, successors and assigns by will or
by the laws of descent. This Agreement is not intended to confer any rights or
remedies hereunder upon any other person except the parties hereto.


(e)           This agreement shall be governed by
and construed in accordance with the laws of the State of Delaware, without
giving effect to any conflicts of law provisions.


(f)            EACH PARTY HEREBY IRREVOCABLY WAIVES
AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR
OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE,
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING IN WHOLE OR IN PART UNDER,
RELATED TO, BASED ON, OR IN CONNECTION WITH, THIS AGREEMENT OR THE SUBJECT
MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING
IN TORT OR CONTRACT OR OTHERWISE.


(g)           Each of the parties hereto (i)
irrevocably consents to the jurisdiction and venue of the Delaware Court of
Chancery or any court of the United States located in the State of Delaware in
the event any dispute arises out of this Agreement or any of the transactions
contemplated hereby, (ii) agrees that it will not attempt to deny or defeat
such personal jurisdiction by motion or other request for leave from any such
court, (iii) agrees that it will not bring any action relating to this
Agreement or any of the transactions contemplated by this Agreement in any
court other than the Delaware Court of Chancery or, if under Applicable Law
exclusive jurisdiction over such matter is vested in the federal courts, any
court of the United States located in the State of Delaware and (iv) consents
to service being made through the notice procedures set forth in Section 15(c).  Each party hereby agrees that service of any
process, summons, notice or document by U.S. registered mail to the respective
addresses set forth herein for the delivery of notices generally shall be
effective service of process for any legal proceeding in connection with this
Agreement or the transactions contemplated hereby.


(h)           This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.


(i)            In case any one or more of the
provisions contained in this Agreement should be finally determined to be
invalid, illegal or unenforceable in any respect against a party hereto, it
shall be adjusted if possible to effect the intent of the parties.  In any event, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any
way be affected or impaired thereby, and such invalidity, illegality or
unenforceability shall only apply as to such party in the specific jurisdiction
where such final determination shall have been made.


(j)            The section headings contained in
this Agreement are solely for the purpose of reference and shall not in any way
affect the meaning or interpretation of this Agreement. The word “including”
shall be deemed to mean “including without limitation.”



 8
 






 



(k)           This Agreement embodies the entire
agreement and understanding of the parties hereto in respect of the subject
matter contained herein.  There are no
representations, promises, warranties, covenants, or undertakings, other than
those expressly set forth or referred to herein and therein.


(l)            The parties hereby acknowledge and
agree that the failure of any party to perform its agreements and covenants
hereunder, including its failure to take all actions as are necessary on its
part in accordance with the terms and conditions of this Agreement to
facilitate the Merger, will cause irreparable injury to the other parties, for
which damages, even if available, will not be an adequate remedy.  Accordingly, each party hereby consents to
the issuance of injunctive relief by any court of competent jurisdiction to
compel performance of such party’s obligations and to the granting by any court
of the remedy of specific performance of its obligations hereunder.


(m)          Except as otherwise provided herein,
any and all remedies herein expressly conferred upon a party shall be deemed
cumulative with and not exclusive of any other remedy conferred hereby, or by
law or equity upon such party, and the exercise by a party of any one remedy shall
not preclude the exercise of any other remedy.


(n)           All costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall
be paid by the party incurring such expenses.


(o)           Each party to this Agreement has been
represented by counsel during the preparation and execution of this Agreement,
and therefore waives any rule of construction that would construe ambiguities
against the party drafting the agreement.


(p)           From time to time, at the other party’s
request and without further consideration, each party hereto shall execute and
deliver such additional documents and take all such further action as may be
reasonably necessary to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement.


[signature page
follows]



 9














 


IN WITNESS WHEREOF, the parties hereto have signed
this Stockholder Voting Agreement, in the case of each of Parent, BV Sub and
Merger Sub, by its duly authorized officer, as of the date first above written.


	
  NAVTEQ CORPORATION

  	
   

  	
  NAVTEQ Holdings B.V.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David B. Mullen

  	
   

  	
  By:

  	
  /s/ David B. Mullen

  
	
  Name:

  	
  David B. Mullen

  	
   

  	
  Name:

  	
  David B. Mullen

  
	
  Title:

  	
  Executive Vice President and Chief Financial Officer

  	
   

  	
  Title:

  	
  Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NAVTEQ Holdings Delaware, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David B. Mullen

  	
   

  	
   

  
	
  Name:

  	
  David B. Mullen

  	
   

  	
   

  
	
  Title:

  	
  Executive Vice President and Chief Financial Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  STOCKHOLDER

  	
   

  	
  SPOUSE SIGNATURE (if applicable)

  
	
   

  	
   

  	
   

  
	
  Name (print)

  	
   

  	
  Name (print)

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Stockholder Address:

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 















 


COUNTERPART SIGNATURE PAGE


IN WITNESS WHEREOF, the
parties hereto have signed this Stockholder Voting Agreement, in the case of
each of Parent, BV Sub and Merger Sub, by its duly authorized officer, as of
the date first above written.




	
  NAVTEQ CORPORATION

   

  	
   

  	
  NAVTEQ Holdings B.V.

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  Name: David B. Mullen

   

  Title: Executive Vice President and Chief Financial
  Officer

  	
   

  	
   

  Name: David B. Mullen

   

  Title: Executive Vice President and Chief Financial
  Officer

  
	
  NAVTEQ Holdings Delaware, Inc.

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  Name: David B. Mullen

   

  Title: Executive Vice President and Chief Financial
  Officer

  	
   

  	
   

  
	
  ROBERT N. VERRATTI

  	
   

  	
  SPOUSE SIGNATURE (if
  applicable)

  
	
  Robert N. Verratti

  	
   

  	
   

  
	
  Name (print)

  	
   

  	
  N/A

  
	
   

  	
   

  	
  Name (print)

  
	
  /s/ Robert N.
  Verratti

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
  Stockholder Address:

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
  210 Springhouse
  Pond

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Wayne, PA 19087

  	
   

  	
   

  






 


	
  Shares Beneficially Owned:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NUMBER OF OUTSTANDING SHARES OF
  COMMON STOCK BENEFICIALLY OWNED BY STOCKHOLDER:

  	
   

  	
  397,021

  	
   

  
	
  NUMBER
  OF SHARES SUBJECT TO COMPANY OPTIONS HELD BY STOCKHOLDER:

  	
   

  	
  83,333

  	
   

  
	
  NUMBER OF SHARES SUBJECT TO
  COMPANY WARRANTS HELD BY STOCKHOLDER:

  	
   

  	
  0

  	
   

  



 


Voting Agreement – Signature Page – Execution Copy









 



COUNTERPART SIGNATURE PAGE


IN WITNESS WHEREOF, the
parties hereto have signed this Stockholder Voting Agreement, in the case of
each of Parent, BV Sub and Merger Sub, by its duly authorized officer, as of
the date first above written.




	
  NAVTEQ CORPORATION

   

  	
   

  	
  NAVTEQ Holdings B.V.

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  Name: David B. Mullen

   

  Title: Executive Vice President and Chief Financial
  Officer

  	
   

  	
   

  Name: David B. Mullen

   

  Title: Executive Vice President and Chief Financial
  Officer

  
	
  NAVTEQ Holdings Delaware, Inc.

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  Name: David B. Mullen

   

  Title: Executive Vice President and Chief Financial
  Officer

  	
   

  	
   

  
	
  DAVID L. JANNETTA

  	
   

  	
  SPOUSE SIGNATURE (if
  applicable)

  
	
   

  	
   

  	
   

  
	
  Name (print)

  	
   

  	
  N/A

  
	
   

  	
   

  	
  Name (print)

  
	
  /s/ David L. Jannetta

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
  Stockholder Address:

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
  1135 Parson Curry Lane

  	
   

  	
   

  
	
  Malvern, PA 19355

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


	
  Shares Beneficially Owned:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NUMBER OF OUTSTANDING SHARES OF
  COMMON STOCK BENEFICIALLY OWNED BY STOCKHOLDER:

  	
   

  	
  367,917

  	
   

  
	
  NUMBER
  OF SHARES SUBJECT TO COMPANY OPTIONS HELD BY STOCKHOLDER:

  	
   

  	
  475,698

  	
   

  
	
  NUMBER OF SHARES SUBJECT TO
  COMPANY WARRANTS HELD BY STOCKHOLDER:

  	
   

  	
  0

  	
   

  



 


Voting Agreement – Signature Page – Execution Copy









 



COUNTERPART SIGNATURE PAGE


IN WITNESS WHEREOF, the
parties hereto have signed this Stockholder Voting Agreement, in the case of
each of Parent, BV Sub and Merger Sub, by its duly authorized officer, as of
the date first above written.




	
  NAVTEQ CORPORATION

   

  	
   

  	
  NAVTEQ Holdings B.V.

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  Name: David B. Mullen

   

  Title: Executive Vice President and Chief Financial
  Officer

  	
   

  	
   

  Name: David B. Mullen

   

  Title: Executive Vice President and Chief Financial
  Officer

  
	
  NAVTEQ Holdings Delaware, Inc.

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  Name: David B. Mullen

   

  Title: Executive Vice President and Chief Financial
  Officer

  	
   

  	
   

  
	
  THE JANNETTA FAMILY TRUST

  	
   

  	
  SPOUSE SIGNATURE (if
  applicable)

  
	
   

  	
   

  	
   

  
	
  Name (print)

  	
   

  	
  N/A

  
	
   

  	
   

  	
  Name (print)

  
	
  /s/ David L. Jannetta

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
  Stockholder Address:

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
  1135 Parson Curry Lane

  	
   

  	
   

  
	
  Malvern, PA 19355

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


	
  Shares Beneficially Owned:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NUMBER OF OUTSTANDING SHARES OF
  COMMON STOCK BENEFICIALLY OWNED BY STOCKHOLDER:

  	
   

  	
  51,900

  	
   

  
	
  NUMBER
  OF SHARES SUBJECT TO COMPANY OPTIONS HELD BY STOCKHOLDER:

  	
   

  	
  0

  	
   

  
	
  NUMBER OF SHARES SUBJECT TO
  COMPANY WARRANTS HELD BY STOCKHOLDER:

  	
   

  	
  0

  	
   

  



 


Voting Agreement – Signature Page – Execution Copy









 



COUNTERPART SIGNATURE PAGE


IN WITNESS WHEREOF, the
parties hereto have signed this Stockholder Voting Agreement, in the case of
each of Parent, BV Sub and Merger Sub, by its duly authorized officer, as of
the date first above written.




	
  NAVTEQ CORPORATION

   

  	
   

  	
  NAVTEQ Holdings B.V.

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  Name: David B. Mullen

   

  Title: Executive Vice President and Chief Financial
  Officer

  	
   

  	
   

  Name: David B. Mullen

   

  Title: Executive Vice President and Chief Financial
  Officer

  
	
  NAVTEQ Holdings Delaware, Inc.

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  Name: David B. Mullen

   

  Title: Executive Vice President and Chief Financial
  Officer

  	
   

  	
   

  
	
  MARK J. DENINO

  	
   

  	
  SPOUSE SIGNATURE (if
  applicable)

  
	
  Mark
  J. DeNino

  	
   

  	
   

  
	
  Name (print)

  	
   

  	
  N/A

  
	
   

  	
   

  	
  Name (print)

  
	
  /s/ Mark J. DeNino

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
  Stockholder Address:

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
  Box 2303

  	
   

  	
   

  
	
  Southeastern, PA  19399

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


	
  Shares Beneficially Owned:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NUMBER
  OF OUTSTANDING SHARES OF COMMON STOCK BENEFICIALLY OWNED BY STOCKHOLDER:

  	
   

  	
  117,082

  	
   

  
	
  NUMBER
  OF SHARES SUBJECT TO COMPANY OPTIONS HELD BY STOCKHOLDER:

  	
   

  	
  12,500

  	
   

  
	
  NUMBER OF SHARES SUBJECT TO
  COMPANY WARRANTS HELD BY STOCKHOLDER:

  	
   

  	
  0

  	
   

  



 


Voting Agreement – Signature Page – Execution Copy









 



COUNTERPART SIGNATURE PAGE


IN WITNESS WHEREOF, the
parties hereto have signed this Stockholder Voting Agreement, in the case of
each of Parent, BV Sub and Merger Sub, by its duly authorized officer, as of
the date first above written.




	
  NAVTEQ CORPORATION

   

  	
   

  	
  NAVTEQ Holdings B.V.

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  Name: David B. Mullen

   

  Title: Executive Vice President and Chief Financial
  Officer

  	
   

  	
   

  Name: David B. Mullen

   

  Title: Executive Vice President and Chief Financial
  Officer

  
	
  NAVTEQ Holdings Delaware, Inc.

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  Name: David B. Mullen

   

  Title: Executive Vice President and Chief Financial
  Officer

  	
   

  	
   

  
	
  CHRISTOPHER M. ROTHEY

  	
   

  	
  SPOUSE SIGNATURE (if
  applicable)

  
	
   

  	
   

  	
   

  
	
  Name (print)

  	
   

  	
  N/A

  
	
   

  	
   

  	
  Name (print)

  
	
  /s/ Christopher M. Rothey

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
  Stockholder Address:

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
  2180 Pikeland Rd.

  	
   

  	
   

  
	
  Malvern, PA 19355

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


	
  Shares Beneficially Owned:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NUMBER OF OUTSTANDING SHARES OF
  COMMON STOCK BENEFICIALLY OWNED BY STOCKHOLDER:

  	
   

  	
  1,666

  	
   

  
	
  NUMBER
  OF SHARES SUBJECT TO COMPANY OPTIONS HELD BY STOCKHOLDER:

  	
   

  	
  140,514

  	
   

  
	
  NUMBER OF SHARES SUBJECT TO
  COMPANY WARRANTS HELD BY STOCKHOLDER:

  	
   

  	
  0

  	
   

  



 


Voting Agreement – Signature Page – Execution Copy









 



IRREVOCABLE
PROXY


The undersigned Stockholder (the “Stockholder”) of Traffic.com, Inc., a Delaware corporation
(the “Company”), hereby
irrevocably (to the fullest extent permitted by law) appoints each of Judson D.
Green, David Mullen and Lawrence M. Kaplan of NAVTEQ Corporation, as the sole
and exclusive attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting and related
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of capital stock of the Company that now are or
hereafter may be beneficially owned by the undersigned, and any and all other
shares or securities of the Company issued or issuable in respect thereof on or
after the date hereof (collectively, the “Shares”), in accordance with
the terms of this Proxy.  The Shares
beneficially owned by the Stockholder as of the date of this Proxy are listed
on the signature page of this Proxy, along with the number(s) of the stock
certificate(s) representing such Shares. 
Upon the Stockholder’s execution of this Proxy, any and all prior
proxies given by the undersigned with respect to any Shares are hereby revoked
and terminated, and the Stockholder agrees not to grant any subsequent proxies
with respect to the Shares until after the Expiration Date (as defined below).


This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest and is granted pursuant to that certain Stockholder
Voting Agreement of even date herewith (the “Voting Agreement”) by and
among NAVTEQ Corporation, a Delaware corporation (the “Parent”), NAVTEQ
Holdings B.V., a corporation organized under the laws of The Netherlands (“BV
Sub”), NAVTEQ Holdings Delaware, Inc., a Delaware corporation and
wholly-owned subsidiary of Parent (“Merger Sub”), the Company and the
undersigned Stockholder of the Company, and is granted in consideration of
Parent, BV Sub and Merger Sub entering into that certain Agreement and Plan of
Merger of even date herewith (as it may hereafter be amended from time to time
in accordance with the provisions thereof, the “Merger Agreement”) by and among Parent, BV Sub, Merger Sub and
the Company.  The Merger Agreement
provides for the merger of the Company with and into Merger Sub (the “Merger”),
and Stockholder will be entitled to receive a portion of the consideration
payable in connection with the Merger. 
The term “Expiration Date”,
as used in this Proxy, shall mean the earlier to occur of (i) such date and
time as the Merger Agreement shall have been validly terminated pursuant to its
terms, (ii) such date and time as the Merger shall become effective in
accordance with the terms and conditions set forth in the Merger Agreement or
(iii) the occurrence of a Material Adverse Amendment.  The term “Material Adverse Amendment”
means an amendment to the Merger Agreement that (i) materially and adversely
affects the Stockholder and (ii) is approved by the Company’s Board of
Directors notwithstanding the fact that in such vote the Stockholder’s nominee
on the Company’s Board of Directors voted against such amendment.


The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the Stockholder, at any time prior during the
Voting Period (as defined in the Voting Agreement), to act as the Stockholder’s
attorney and proxy to vote 









 



all of the Shares, and to exercise all voting, consent
and similar rights of the undersigned with respect to all of the Shares
(including, without limitation, the power to execute and deliver written
consents) at every annual or special meeting of stockholders of the Company
(and at every adjournment or postponement thereof), and in every written
consent in lieu of such meeting:


(a)            in favor of the
approval and adoption of the Merger Agreement and approval of the Merger, not
including any Material Adverse Amendment;


(b)           against the approval
of any action, proposal, transaction or agreement that would result, or could
reasonably be expected to result, in any material respect in a breach of any
covenant, representation or warranty or any other obligation or agreement of
the Company contained in the Merger Agreement; and


(c)           against any proposal
made in opposition to, or in competition with, consummation of the Merger and
the other transactions contemplated by the Merger Agreement, including any
Acquisition Proposal (as defined in the Merger Agreement).


The attorneys and proxies named above may not exercise this Proxy on
any other matter except as provided in clauses (a), (b) and (c) above.  The Stockholder may vote the Shares on all
other matters.  Notwithstanding anything
in this Proxy to the contrary, if the Stockholder is a director or officer of
the Company, nothing contained in this Proxy shall not limit or restrict any
actions taken by the Stockholder in his or her capacity as a director or
officer of the Company either (i) pursuant to Applicable Law or (ii) in
exercising the Company’s rights or fulfilling the Company’s obligations under
the Merger Agreement (to the extent permitted or required by the Merger
Agreement).


Any obligation of Stockholder hereunder shall be binding upon the
successors and assigns of Stockholder.


This Proxy shall terminate, and be of no further force and effect,
automatically upon the Expiration Date.


[signature page
follows]









 



COUNTERPART SIGNATURE PAGE


IN WITNESS WHEREOF, the Stockholder has caused this Irrevocable Proxy
to be duly executed as of the day and year first above written.




	
  ROBERT N. VERRATTI

  	
   

  	
  SPOUSE SIGNATURE (if applicable)

  
	
   

  	
   

  	
   

  
	
  Robert N. Verratti

  	
   

  	
   

  
	
  Name (print)

  	
   

  	
  N/A

  
	
   

  	
   

  	
  Name (print)

  
	
  /s/ Robert N. Verratti

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Stockholder Address:

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
  210 Springhouse Pond

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Wayne, PA 19087

  	
   

  	
   

  






 


	
  Shares Beneficially Owned:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NUMBER
  OF OUTSTANDING SHARES OF COMMON STOCK BENEFICIALLY OWNED BY STOCKHOLDER:

  	
   

  	
  397,021

  	
   

  
	
  NUMBER OF SHARES SUBJECT TO COMPANY OPTIONS HELD
  BY STOCKHOLDER:

  	
   

  	
  83,333

  	
   

  
	
  NUMBER
  OF SHARES SUBJECT TO COMPANY WARRANTS HELD BY STOCKHOLDER:

  	
   

  	
  0

  	
   

  



 









 



COUNTERPART SIGNATURE PAGE


IN WITNESS WHEREOF, the Stockholder has caused this Irrevocable Proxy
to be duly executed as of the day and year first above written.




	
  DAVID
  L. JANNETTA

  	
   

  	
  SPOUSE SIGNATURE (if applicable)

  
	
   

  	
   

  	
   

  
	
  Name (print)

  	
   

  	
  N/A

  
	
   

  	
   

  	
  Name (print)

  
	
  /s/ David L. Jannetta

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Stockholder Address:

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
  1135 Parson Curry Lane

  	
   

  	
   

  
	
  Malvern, PA 19355

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


 


	
  Shares Beneficially Owned:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NUMBER
  OF OUTSTANDING SHARES OF COMMON STOCK BENEFICIALLY OWNED BY STOCKHOLDER:

  	
   

  	
  367,917

  	
   

  
	
  NUMBER OF SHARES SUBJECT TO COMPANY OPTIONS HELD
  BY STOCKHOLDER:

  	
   

  	
  475,698

  	
   

  
	
  NUMBER
  OF SHARES SUBJECT TO COMPANY WARRANTS HELD BY STOCKHOLDER:

  	
   

  	
  0

  	
   

  



 









 



COUNTERPART
SIGNATURE PAGE


IN WITNESS WHEREOF, the Stockholder has caused this Irrevocable Proxy
to be duly executed as of the day and year first above written.




	
  MARK J. DENINO

  	
   

  	
  SPOUSE SIGNATURE (if applicable)

  
	
   

  	
   

  	
   

  
	
  Mark J. DeNino

  	
   

  	
   

  
	
  Name (print)

  	
   

  	
  N/A

  
	
   

  	
   

  	
  Name (print)

  
	
  /s/ Mark J. DeNino

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Stockholder Address:

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
  Box 2303

  	
   

  	
   

  
	
  Southeastern, PA 19399

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


	
  Shares Beneficially Owned:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NUMBER
  OF OUTSTANDING SHARES OF COMMON STOCK BENEFICIALLY OWNED BY STOCKHOLDER:

  	
   

  	
  117,082

  	
   

  
	
  NUMBER
  OF SHARES SUBJECT TO COMPANY OPTIONS HELD BY STOCKHOLDER:

  	
   

  	
  12,500

  	
   

  
	
  NUMBER OF SHARES SUBJECT TO
  COMPANY WARRANTS HELD BY STOCKHOLDER:

  	
   

  	
  0

  	
   

  



 









 



COUNTERPART
SIGNATURE PAGE


IN WITNESS WHEREOF, the Stockholder has caused this Irrevocable Proxy
to be duly executed as of the day and year first above written.




	
  THE JANNETTA FAMILY TRUST

  	
   

  	
  SPOUSE SIGNATURE (if applicable)

  
	
   

  	
   

  	
   

  
	
  Name (print)

  	
   

  	
  N/A

  
	
   

  	
   

  	
  Name (print)

  
	
  /s/ David L. Jannetta

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Stockholder Address:

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
  1135 Parson Curry Lane

  	
   

  	
   

  
	
  Malvern, PA 19355

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


	
  Shares Beneficially Owned:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NUMBER
  OF OUTSTANDING SHARES OF COMMON STOCK BENEFICIALLY OWNED BY STOCKHOLDER:

  	
   

  	
  51,900

  	
   

  
	
  NUMBER
  OF SHARES SUBJECT TO COMPANY OPTIONS HELD BY STOCKHOLDER:

  	
   

  	
  0

  	
   

  
	
  NUMBER OF SHARES SUBJECT TO
  COMPANY WARRANTS HELD BY STOCKHOLDER:

  	
   

  	
  0

  	
   

  



 









 



COUNTERPART
SIGNATURE PAGE


IN WITNESS WHEREOF, the Stockholder has caused this Irrevocable Proxy
to be duly executed as of the day and year first above written.




	
  CHRISTOPHER M. ROTHEY

  	
   

  	
  SPOUSE SIGNATURE (if applicable)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name (print)

  	
   

  	
  N/A

  
	
   

  	
   

  	
  Name (print)

  
	
  /s/ Christopher M. Rothey

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Stockholder Address:

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
  2180 Pikeland Rd.

  	
   

  	
   

  
	
  Malvern, PA  19355

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


	
  Shares Beneficially Owned:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NUMBER
  OF OUTSTANDING SHARES OF COMMON STOCK BENEFICIALLY OWNED BY STOCKHOLDER:

  	
   

  	
  1,666

  	
   

  
	
  NUMBER
  OF SHARES SUBJECT TO COMPANY OPTIONS HELD BY STOCKHOLDER:

  	
   

  	
  140,514

  	
   

  
	
  NUMBER OF SHARES SUBJECT TO
  COMPANY WARRANTS HELD BY STOCKHOLDER:

  	
   

  	
  0