Letterhead of Pepper Hamilton LLP]Agreement and Plan of Merger • December 21st, 2006 • Navteq Corp • Services-prepackaged software
Pursuant to the Agreement and Plan of Merger, dated as of November 5, 2006 (the “Agreement”), by and among NAVTEQ Corporation, a Delaware corporation (“Parent”), NAVTEQ Holdings B.V., a corporation organized under the laws of The Netherlands and a wholly-owned subsidiary of Parent (“BV Sub”), NAVTEQ Holdings Delaware, Inc., a Delaware corporation and a wholly-owned subsidiary of BV Sub (“Merger Sub”), and Traffic.com, Inc., a Delaware corporation (the “Company”), the Company is to merge with and into Merger Sub with Merger Sub surviving (the “Merger”). Capitalized terms not otherwise defined in this opinion have the meanings ascribed to such terms in the Agreement.
Letterhead of Klehr, Harrison, Harvey, Branzburg & Ellers LLP] December 20, 2006Agreement and Plan of Merger • December 21st, 2006 • Navteq Corp • Services-prepackaged software
Pursuant to the Agreement and Plan of Merger, dated as of November 5, 2006 (the “Agreement”), by and among NAVTEQ Corporation, a Delaware corporation (“Parent”), NAVTEQ Holdings B.V., a corporation organized under the laws of The Netherlands and a wholly-owned subsidiary of Parent (“BV Sub”), NAVTEQ Holdings Delaware, Inc., a Delaware corporation and a wholly-owned subsidiary of BV Sub (“Merger Sub”), and Traffic.com, Inc., a Delaware corporation (the “Company”), the Company is to merge with and into Merger Sub with Merger Sub surviving (the “Merger”). Capitalized terms not otherwise defined in this opinion have the meanings ascribed to such terms in the Agreement.
