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Audit Committee Charter

(as amended February 26, 2009)

Purpose

The primary purpose of the Audit Committee (the "Committee") is to assist the Board of Directors (the "Board") of Global Traffic Network, Inc. (the "Company") in fulfilling its oversight responsibilities by reviewing: the financial reports and other financial information provided by the Company to any governmental body or the public; the Company's systems of internal controls regarding finance, accounting, legal compliance and ethics that management and the Board have established; and the Company's auditing, accounting and financial reporting processes generally. Consistent with this purpose, the Committee should encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels. The Committee's primary duties and responsibilities are to:

• serve as an independent and objective party to oversee the Company's financial reporting process and internal control system;
  
  
• review and appraise the audit of the Company's financial statements performed by the Company's independent accountants, who report directly to the Committee; and
  
  
• provide an open avenue of communication among the independent accountants, financial and senior management and the Board.
  
  

The Committee will primarily fulfill these responsibilities by carrying out the activities enumerated under "Responsibilities and Duties" below.

Composition

The Committee shall be comprised of three or more directors as determined by the Board, each of whom shall (i) be an "independent director," as defined by Nasdaq Marketplace Rule 4200(a)(15), except as otherwise permitted by Nasdaq Marketplace Rule 4350(d)(2)(B); (ii) meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended; (iii) not have participated in the preparation of the Company's financial statements (or any current subsidiary of the Company) at any time during the past three years; and (iv) have a working familiarity with basic finance and accounting practices, including being able to read and understand financial statements (including a company's balance sheet, income statement and statement of cash flows). In addition, each member of the Committee shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee. In addition, at least one member of the Committee shall have past employment experience in finance or accounting, or any other comparable experience of background which results in such member's financial sophistication (including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities).

The Committee shall endeavor to have, as one of its members, an individual who qualifies as an "audit committee financial expert" in compliance with the criteria established by the Securities and Exchange Commission (the "Commission") and other relevant regulations. The existence of such audit committee financial expert, including his or her name and whether or not he or she is independent, or the lack of an audit committee financial expert, shall be disclosed in the Company's periodic filings as required by the Commission.

Committee members may enhance their familiarity with finance and accounting by participating in educational programs conducted by the Company or an outside consultant.

The members of the Committee shall be elected annually by the Board or a corporate governance or nominating committee thereof. Committee members may be removed for any reason or no reason at the discretion of the Board, and the Board may fill any Committee vacancy that is created by such removal or otherwise. Unless a Chairperson is elected by the Board, the members of the Committee may designate a Chairperson by majority vote of the full Committee membership.

Meetings

The Committee shall meet at least four times annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee should meet at least annually with management and the independent accountants in separate executive sessions to discuss any matters that the Committee or each of these groups believe should be discussed privately.

Responsibilities and Duties

The Committee will oversee the Company's financial reporting processes and internal control system on behalf of the Board. Management is responsible for preparing the Company's financial statements, and the independent accountants, which will be a registered public accounting firm selected by the Committee, are responsible for auditing those financial statements. The Committee shall be directly responsible for appointment, compensation, retention and oversight of the work of the independent accountants employed by the Company (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work, and such firm shall report directly to the Committee.

The Committee should take the appropriate actions to set the overall corporate "tone" for quality financial reporting and ethical behavior. The Committee shall adopt procedures for:

• the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and
  
  
• the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

In fulfilling its responsibilities and duties, the Committee is also expected to:

1. provide an open avenue of communication between the Company, the independent accountants and the Board;
   
   
2. review the Committee's charter at least annually and recommend to the Board any necessary or desirable amendments as conditions may dictate;
   
   
3. maintain sole authority and responsibility for hiring and firing the independent accountants, and maintain direct responsibility for the appointment, compensation, retention and oversight of the independent accountants' work (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. The independent accountants shall report directly to the Committee;
   
   
4. assess the effectiveness of the Company's internal control environment, and evaluate the need for an internal audit function. Discuss with management any significant deficiencies in internal controls that have been identified by the Chief Executive Officer or Chief Financial Officer which could adversely affect the Company's ability to record, process, summarize or report financial data;
   
   
5. confirm and assure the independence of the internal audit function and the independent accountant, including considering whether the independent accountant's performance of permissible non-audit services and the compensation received for such services is compatible with the independent accountant's independence. In that regard, the Committee shall be responsible for:
   
   
   • ensuring its receipt from the independent accountant of written independence disclosures required by the applicable requirements of The Public Company Accounting Oversight Board;
     
     
   • actively engaging in dialogue with the independent accountant with respect to disclosed relationships or services that may impact the objectivity and independence of the independent accountant; and
     
     
   • taking, or recommending that the Board take, appropriate action to oversee the independence of the independent accountant;
     
     
6. review and pre-approve the performance of all audit and non-audit accounting services to be performed by the independent accountant (other than with respect to de minimus exceptions permitted by the Sarbanes-Oxley Act of 2002), to the extent such services are permitted under applicable rules and regulation. By action of the Committee, the authority to grant pre-approval may be delegated to one or more designated members of the Committee who are independent members of the Board, with any such pre-approval to be reported to the Committee at its next regularly scheduled meeting. Approval of non-audit services shall be disclosed to investors in the Company's periodic reports required by Section 13(a) of the Securities Exchange Act of 1934, as amended;
   
   
7. inquire of management and the independent accountants about significant risks or exposures and assess the steps management has taken to minimize such risks to the Company;
   
   
8. consider, in consultation with the independent accountant, the audit scope and plan of the independent accountant;
   
   
9. consider and review with the independent accountant:
   
   
   • the adequacy of the Company's internal controls, including computerized information system controls and security; and
     
     
   • any related significant findings and recommendations of the independent accountant together with management's responses thereto;
     
     
10. review the following items with management and the independent accountant at the completion of the annual examination and recommend to the Board whether the financial statements should be included in the Annual Report on Form 10-K:
    
    
    • the Company's annual financial statements and related footnotes;
      
      
    • the independent accountant's audit of the financial statements and its report thereon;
      
      
    • any significant changes required in the independent accountant's audit plan;
      
      
    • any serious difficulties or disputes with management encountered during the course of the audit; and
      
      
    • other matters related to the conduct of the audit which are to be communicated to the Committee under SAS numbers 61 and 90;
      
      
11. review with management, and if appropriate, with the independent accountants, the interim financial results that are filed with the Commission or other regulators;
    
    
12. review with management legal and regulatory matters that may have a material impact on the financial statements, related company compliance policies, and programs and reports received from regulators;
    
    
13. review the Company's critical accounting policies and estimates, all alternative treatments of financial information within GAAP discussed between the independent accounts and management, and all other material written communications between the independent accounts and management;
    
    
14. review the internal controls report prepared by management for insertion into the annual report and the independent accountant's attestation on the assertions of management that are contained in the internal controls report;
    
    
15. review and approve (with the concurrence of a majority of the disinterested members of the Board) any related party and affiliated party transactions;
    
    
16. report Committee actions to the Board with such recommendations as the Committee may deem appropriate;
    
    
17. the Committee shall have the power to conduct or authorize investigations into any matters within the Committee's scope of responsibilities;
    
    
18. the Committee has the authority to engage and determine funding by the Company for outside legal, accounting or other advisors and to obtain advice and assistance from such outside advisors as deemed appropriate to perform its duties and responsibilities; and
    
    

The Committee shall also perform such other functions as assigned by law, the Company's charter or bylaws or the Board.

Committee Members

Stuart R. Romenesko
Gary O. Benson
Shane E. Coppola

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