Exhibit 10.5


 


NAVTECH, INC.


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (the “Agreement”)
is made as of November 22, 2005 by and among Navtech, Inc., a
Delaware corporation (the “Company”), the investors listed on Exhibit A
hereto (the “Series A Investors”), ABRY Mezzanine Partners, L.P. (“AMP”)
and ABRY Investment
Partnership, L.P. (“AIP”
together with AMP, each a “Warrant Investor” and, collectively the “Warrant
Investors”).


 


WHEREAS, (i) the Company and the Series A
Investors have entered into a Series A Convertible Participating Preferred
Stock and Warrant Purchase Agreement dated as of November 22, 2005 (as in
effect from time to time, the “Purchase Agreement”) in connection with
the issuance and sale by the Company to the Series A Investors of certain
shares (the “Series A Shares”) of the Company’s Series A
Preferred Stock, $0.01 par value per share (the “Series A Preferred
Stock”) and certain warrants of the Company (the “Warrants”) that
are exercisable for shares of the Company’s Common Stock (as defined below) and
(ii) the Company and the Warrant Investors have entered into a Warrant
Agreement dated as of November 22, 2005 (as in effect from time to time,
the “Warrant Agreement”) in connection with the issuance and sale by the
Company to the Warrant Investors of certain warrants of the Company (the “ABRY
Warrants”) that are exercisable for shares of the Company’s Common Stock
(as defined below); and


 


WHEREAS, it is a condition to (i) the purchase of
the Series A Shares pursuant to the Purchase Agreement and (ii) the
purchase of the ABRY Warrants pursuant to the Warrant Agreement that the
Company, the Series A Investors and the Warrant Investors enter into this
Agreement;


 


NOW, THEREFORE, in consideration of the foregoing
recitals and the mutual covenants and agreements herein contained, the parties
hereto agree as follows:


 


1.                                       Registration Rights.


 


1.1.                              Definitions.


 


“Common Stock”
means the Common Stock, with a par value of $0.001 per share, of the Company.


 


“Form S-1,” “Form S-2,”
“Form S-3,” “Form S-4” and “Form S-8” mean
such respective forms under the Securities Act of 1933, as amended (the “1933
Act”), as in effect on the date hereof or any successor registration forms
to Form S-1, Form S-2, Form S-3, Form S-4 and Form S-8,
respectively, under the 1933 Act subsequently adopted by the U.S. Securities
and Exchange Commission (the “SEC”).


 





















 


“Holder” means any
person owning Registrable Securities (as defined below) or any assignee thereof
in accordance with Section 1.13 hereof.


 


“Immediate Family”
means, with respect to any natural person, each of such person’s spouse,
father, mother, brothers, sisters, aunts, uncles, nieces and nephews and lineal
descendants and ancestors.


 


“register”,
“registered”, and “registration” refer to a registration,
including to the extent permissible under the federal securities laws, a “shelf”
registration if so requested by the Initiating Holders or the ABRY Initiating
Holders, as the case may be, effected by preparing and filing a registration
statement or similar document in compliance with the 1933 Act, and the
automatic effectiveness or the declaration or ordering of effectiveness of such
registration statement or document.


 


“Registrable
Securities” means (i) any shares of Common Stock issued or issuable
upon conversion of the Series A Shares or as a dividend or other
distribution with respect to, in exchange for, or in replacement of the Series A
Shares; (ii) any Common Stock previously held by the Series A
Investors; (iii) any other shares of Common Stock acquired after the date
hereof by any Series A Investor (including upon exercise of the Warrants);
and (iv) any shares of Common Stock issued or issuable to the Warrant
Investors upon exercise of the ABRY Warrants or as a dividend or other distribution
with respect to, in exchange for, or in replacement of the ABRY Warrants; provided,
however, that any shares previously sold pursuant to a registered public
offering or pursuant to an exemption from the registration requirements of the
1933 Act under which the transferee does not receive “restricted securities”
shall cease to be Registrable Securities.


 


1.2.                              Request
for Registration.


 


(a)                                  At
any time after November 22, 2006, if the Company shall receive a written
request from (i) the Holders of at least 30% of the shares of Common Stock
issued or issuable upon the conversion of the Series A Preferred Stock (the
“Preferred Initiating Holders”) or (ii) the Holders of at least 30%
of the shares of Common Stock issuable upon the exercise of the ABRY Warrants
(the “ABRY Initiating Holders”), that the Company effect the
registration under the 1933 Act of all or any portion of such Holders’ Registrable
Securities, then the Company shall, within five days of the receipt thereof,
give written notice of such request to all Holders, and shall, subject to the
limitations of this Section 1.2, use its best efforts to effect such a
registration as soon as practicable and in any event to file within 90 days of
the receipt of such request, a registration statement under the 1933 Act
covering all the Registrable Securities which the Holders shall in writing
request to be registered to be included in such registration and to use its
best efforts to have such registration statement become effective.


 


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(b)                                 If
the Preferred Initiating Holders or the ABRY Initiating Holders intend to
distribute the Registrable Securities covered by their request by means of an
underwriting, they shall so advise the Company as part of their request made
pursuant to this Section 1.2 and the Company shall include such
information in the written notice referred to in Section 1.2(a).  In such event, the right of any Holder to
include its Registrable Securities in such registration shall be conditioned
upon such Holder’s participation in such underwriting and the inclusion of such
Holder’s Registrable Securities in the underwriting (unless otherwise mutually
agreed upon by a majority in interest of the Preferred Initiating Holders or
the ABRY Initiating Holders, as the case may be, and such Holder) to the extent
provided herein.  All parties proposing
to distribute their securities through such underwriting shall (together with
the Company as provided in Section 1.4(d)) enter into an underwriting
agreement in customary form with the underwriter or underwriters.  Notwithstanding any other provision of this Section 1.2,
if, in the case of a registration requested by the Preferred Initiating Holders
pursuant to Section 1.2(a)(i), the underwriter advises the Preferred
Initiating Holders in writing that marketing factors require a limitation of
the number of shares to be underwritten, then the Preferred Initiating Holders
shall so advise the Company and all Holders of Registrable Securities which
would otherwise be underwritten pursuant hereto, and all securities other than
Registrable Securities sought to be included in the underwriting shall first be
excluded.  To the extent that further
limitation is required, all securities held by the Holders other than the Preferred
Initiating Holders shall then be excluded. 
If further limitation is required, the number of Registrable Securities
that may be included in the underwriting shall be allocated pro rata among all Preferred
Initiating Holders thereof desiring to participate in such underwriting
(according to the number of Registrable Securities then held by each such Preferred
Initiating Holder).  No Registrable
Securities requested by any Preferred Initiating Holder to be included in a
registration pursuant to Section 1.2(a)(i) shall be excluded from the
underwriting unless all securities other than Registrable Securities held by Preferred
Initiating Holders are first excluded. Notwithstanding any other provision of
this Section 1.2, in the case of a registration requested by the ABRY
Initiating Holders pursuant to Section 1.2(a)(ii), the underwriter advises
the ABRY Initiating Holders in writing that marketing factors require a
limitation of the number of shares to be underwritten, then the ABRY Initiating
Holders shall so advise the Company and all Holders of Registrable Securities
which would otherwise be underwritten pursuant hereto, and all securities other
than Registrable Securities sought to be included in the underwriting shall
first be excluded.  To the extent that
further limitation is required, the number of Registrable Securities that may
be included in the underwriting shall be allocated pro rata among all Holders
thereof desiring to participate in such underwriting (according to the number
of Registrable Securities then held by each such Holder); provided that in no
event shall such pro rata allocation reduce the Registrable Securities proposed
to be registered by the ABRY Initiating Holders by an amount that is less than
50% of the amount of Registrable Securities that the ABRY Initiating Holders
initially proposed to


 


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register
pursuant to Section 1.2(a)(ii).  No
Registrable Securities requested by any Holder to be included in a registration
pursuant to Section 1.2(a)(ii) shall be excluded from the
underwriting unless all securities other than Registrable Securities are first
excluded.


 


(c)                                  The
Company is obligated to effect only (i) two registrations pursuant to Section 1.2(a)(i) and
(ii) one registration pursuant to Section 1.2(a)(ii); provided,
however, that no registration pursuant to Section 1.2(a)(i) or
Section 1.2(a)(ii) shall be deemed to be a registration for any
purpose of this sentence if (x) the number of Registrable
Securities included in the underwriting does not equal of the number of
Registrable Securities proposed by the Holders to be distributed through such
underwriting or (y) the Holders pay all expenses of such
registration, including those otherwise payable by the Company in accordance
with Section 1.6; and provided, further, that no
registration of Registrable Securities which shall not have become and remained
effective in accordance with Section 1.4 shall be deemed to be a
registration for any purpose of this Section 1.26(c) unless such
registration was withdrawn at the request of the Holders except under the
circumstances described in the second proviso in the first sentence of Section 1.6
hereof.


 


(d)                                 Notwithstanding
the foregoing provisions of this Section 1.2, in the event that the
Company is requested to file any registration statement pursuant to this Section 1.2,
(i) the Company shall not be obligated to effect the filing of such
registration statement during the 90 days following the effective date of any
other registration statement on Form S-1 pertaining to an underwritten
public offering of securities for the account of the Company or any Holder or (ii) if
the Company shall furnish to the Holders requesting such registration statement
a certificate signed by the Chief Executive Officer of the Company stating
that, in the good faith judgment of the Board of Directors (as evidenced by a
written resolution of the Board of Directors of the Company), it would not be
in the best interests of the Company and its stockholders generally for such
registration statement to be filed, the Company shall have the right to defer
such filing for a period of not more than 45 days after receipt of the request
of the Preferred Initiating Holders or the ABRY Initiating Holders, as the case
may be; provided, however, that the Company may not utilize the
right set forth in this Section 1.2(d)(ii) more than once in any
twelve-month period.


 


(e)                                  Each
registration requested pursuant to Section 1.2(a)(i) and Section 1.2(a)(ii) shall
be effected by the filing of a registration statement on Form S-1 or Form S-2
(or if such forms are not available, any other form which includes
substantially the same information (other than information which is
incorporated by reference) as would be required to be included in a
registration statement on such forms as currently constituted), or, if
available, Form S-3, unless the use of a different form is consented to (i) in
the case of a registration requested pursuant to Section 1.2(a)(i), by the
Preferred Initiating Holders holding a majority of the Registrable Securities
held by all Preferred Initiating Holders or unless another form would be
equally effective, as determined by the


 


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Preferred
Initiating Holders in their sole discretion or (ii) in the case of a
registration requested pursuant to Section 1.2(a)(ii), by the ABRY
Initiating Holders holding a majority of the Registrable Securities held by all
ABRY Initiating Holders or unless another form would be equally effective, as
determined by the ABRY Initiating Holders in their sole discretion.


 


(f)                                    In
connection with any registration pursuant to Section 1.2(a), the
Initiating Holders or the ABRY Initiating Holders, as the case may be, shall
have the right to designate the lead managing underwriter and any other
managing underwriters in connection with such registration, provided that in
each case, such underwriters shall be subject to the approval of the Board of
Directors of the Company, which approval shall not be unreasonably withheld or
delayed.


 


1.3.                              Company
Registration.


 


(a)                                  If
(but without any obligation to do so) the Company proposes to register
(including for this purpose a registration effected by the Company for
stockholders other than the Holders) any of its capital stock or other equity
securities (or securities convertible into equity securities) under the 1933
Act in connection with the public offering of such securities solely for cash
(other than a registration on Form S-8 relating solely to the sale of securities
to participants in a Company stock plan or a registration on Form S-4),
the Company shall, at such time, promptly give each Holder written notice of
such registration.  Upon the written
request of any Holder, given within 20 days after mailing of such notice by the
Company, the Company shall, subject to the provisions of Section 1.8 and
the following sentence of this Section 1.3, use its best efforts to cause
a registration statement covering all of the Registrable Securities that each
such Holder has requested to be registered to become effective under the 1933
Act.  The Company shall be under no
obligation to complete any offering of its securities it proposes to make and
shall incur no liability to any Holder for its failure to do so. No registration
under this Section 1.3 shall relieve the Company of its obligations under Section 1.2.


 


(b)                                 Any
Holder shall have the right to withdraw its request for inclusion of its
Registrable Securities in any registration statement pursuant to this Section 1.3
by giving written notice to the Company of its request to withdraw; provided,
however, that (i) such request must be made in writing prior to the
earlier of the execution of the underwriting agreement or the execution of the
custody agreement with respect to such registration and (ii) such
withdrawal shall be irrevocable and, after making such withdrawal, a Holder
shall no longer have any right to include Registrable Securities in the
registration as to which such withdrawal was made.


 


(c)                                  If
the Company shall have determined to enter into any underwriting agreements in
connection with a registration pursuant to this Section 1.3, such underwriting
agreement shall contain such representations and warranties by the
participating Holders as are customary in agreements of that


 


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type;
provided, however, that no such Holder shall be required in any such
underwriting agreement to make any representations or warranties to or
agreements with the Company or the underwriters other than representations,
warranties or agreements regarding such Holder, such Holder’s Registrable
Securities, such Holder’s intended method of distribution and any other
representations required by law.


 


1.4.                              Obligations
of the Company.  Whenever required
under this Section 1 to use its best efforts to effect the registration of
any Registrable Securities, the Company shall, as expeditiously as reasonably
possible, prepare and file with the SEC a registration statement with respect
to such Registrable Securities and use its best efforts to cause such
registration statement to become effective, and, upon the request of the
Holders of a majority of the Registrable Securities registered thereunder, keep
such registration statement effective for up to 180 days or until such earlier
time at which such Holders have informed the Company in writing that the
distribution of their securities has been completed (such 180-day or shorter
period, the “Effectiveness Period”). 
In addition, the Company shall:


 


(a)                                  Prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration
statement, and use its best efforts to cause each such amendment and supplement
to become effective, as may be necessary to comply with the provisions of the
1933 Act with respect to the disposition of all securities covered by such
registration statement during the Effectiveness Period; provided that before
filing with the SEC a registration statement or any amendments or supplements
thereto, the Company will (i) furnish to the selling Holders copies of the
form of prospectus (including the preliminary prospectus) proposed to be filed
and furnish to counsel for the selling Holders copies of all such documents
proposed to be filed, which documents will be subject to the review and
reasonable comment of such counsel and shall not be filed without the
reasonable approval of such counsel (which shall not be unreasonably withheld
or delayed).


 


(b)                                 Furnish
to the Holders and each underwriter, if any, such number of copies of a
prospectus, including a preliminary prospectus and each amendment and
supplement thereto, in conformity with the requirements of the 1933 Act, and
such other documents as any Holder or underwriter may reasonably request in
order to facilitate the disposition of Registrable Securities owned by such
Holder.


 


(c)                                  Use
its reasonable best efforts to register or qualify the securities covered by
such registration statement under such other securities or Blue Sky laws of
such states and jurisdictions as shall be reasonably requested by the Holders
or the underwriters, except that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business,
subject itself to taxation or file a general consent to service of process in
any such state or jurisdiction.


 


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(d)                                 In
the event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter of such offering. 
Each Holder participating in such underwriting shall also enter into and
perform its obligations under such an underwriting agreement, including
furnishing an opinion of counsel or entering into a lock-up agreement
reasonably requested by the managing underwriter and subject to the provisions
of Section 1.12.


 


(e)                                  Notify
each Holder covered by such registration statement, at any time when a
prospectus relating thereto covered by such registration statement is required
to be delivered under the 1933 Act, of the happening of any event as a result
of which the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing and
promptly file such amendments and supplements which may be required pursuant to
Section 1.4(b) on account of such event and use its best efforts to
cause each such amendment and supplement to become effective.


 


(f)                                    Make
available for inspection by the selling Holders, any underwriter participating
in any disposition pursuant to such registration statement, and any attorney,
accountant or other agent retained by any seller Holder or underwriter
(collectively, the “Inspectors”), during reasonable business hours and
after receipt by the Company of reasonable advance notice, all financial and
other records, pertinent corporate documents and properties of the Company and
its subsidiaries, if any, as shall be reasonably necessary to enable them to
exercise their due diligence responsibility, and cause the Company’s and its
subsidiaries’ officers, directors and employees to supply all information and
response to all inquiries reasonably requested by any such Inspector in
connection with such registration statement; provided that any such Inspector
shall agree to enter into a confidentiality agreement in a form reasonably acceptable
to the Company prior to any such inspection.


 


(g)                                 Use
its best efforts to furnish, at the request of any Holder requesting
registration of Registrable Securities pursuant to this Section 1, on the
date that such Registrable Securities are delivered to the underwriters for
sale in connection with a registration pursuant to this Section 1, if such
securities are being sold through underwriters, or, if such securities are not
being sold through underwriters, on the date that the registration statement
with respect to such securities becomes effective: (i) a copy of an
opinion or opinions, dated such date, of the counsel representing the Company
for the purposes of such registration, in form and substance as is customarily
given by company counsel to the underwriters in an underwritten public
offering, addressed to the underwriters, if any, and (ii) a letter dated
such date, from the independent certified public accountant of the Company, in
form and substance as is customarily given by independent certified public
accountants to underwriters in


 


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an
underwritten public offering, addressed to the underwriters, if any, and to the
Holders requesting registration of Registrable Securities.


 


(h)                                 Apply
for listing and use its best efforts to list the Registrable Securities being
registered on any national securities exchange on which a class of the Company’s
equity securities is listed.


 


(i)                                     Without
in any way limiting the types of registrations to which this Section 1
shall apply, in the event that the Company, upon request of the Preferred
Initiating Holders or the ABRY Initiating Holders, as the case may be, shall
effect a “shelf registration” on Form S-1 or Form S-3 under Rule 415
promulgated under the 1933 Act, the Company shall take all necessary action,
including, without limitation, the filing of post-effective amendments, to
permit the selling Holders to include their Registrable Securities in such
registration in accordance with the terms of this Section 1.


 


(j)                                     Provide
a transfer agent and registrar for all Registrable Securities registered
pursuant hereunder and a CUSIP number for all such Registrable Securities, in
each case not later than the effective date of such registration.


 


(k)                                  Use
its reasonable best efforts to assist in the marketing of the Registrable
Securities.


 


(l)                                     In
the event of an underwritten public offering and to the extent required by the
NASD Rules, retain a Qualified Independent Underwriter (as defined in the NASD
Rules) to assist in the distribution of the Registrable Securities.


 


(m)                               Comply
(and continue to comply) with all applicable rules and regulations of the
SEC (including, without limitation, maintaining disclosure controls and procedures
(as defined in Rule 13a-15(e) under the 1934 Act) and internal
control over financial reporting (as defined in Rule 13a-15(f) under
the 1934 Act) in accordance with the 1934 Act), and make generally available to
its security holders, as soon as reasonably practicable after the effective
date of the registration statement (and in any event within ninety (90) days
after the end of such twelve month period described hereafter), an earnings
statement (which need not be audited) covering the period of at least twelve
consecutive months beginning with the first day of the Company’s first calendar
quarter after the effective date of the registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the 1933
Act and Rule 158 thereunder.


 


(n)                                 Deliver
promptly to each Holder participating in the offering and each underwriter, if
any, copies of all correspondence between the SEC and the Company, its counsel
or auditors and all memoranda relating to discussions with the SEC or its staff
with respect to the registration statement.


 


(o)                                 Notify
the selling Holders and provide copies of any stop orders issued or threatened by
the SEC and use its reasonable best efforts to obtain the


 


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withdrawal
of any order suspending the effectiveness of the registration statement, or the
lifting of any suspension of the qualification of any of the Registrable
Securities for sale in any jurisdiction, in each case, as promptly as possible.


 


(p)                                 Promptly
prior to the filing of any document which is to be incorporated by reference
into the registration statement or the prospectus (after the initial filing of
such registration statement), provide copies of such document to counsel for
the selling Holders of Registrable Securities and to each managing underwriter,
if any, and make the Company’s representatives reasonably available for
discussion of such document and make such changes in such document relating any
disclosure with respect to the selling Holders contained therein prior to the
filing thereof as counsel for the selling Holders may reasonably request.


 


(q)                                 Cooperate
with the selling Holders of Registrable Securities and the managing
underwriter, if any, to facilitate the timely preparation and delivery of
certificates not bearing any restrictive legends representing the Registrable
Securities to be sold, and cause such Registrable Securities to be issued in
such denominations and registered in such names in accordance with the
underwriting agreement at least three (3) business days prior to any sale
of Registrable Securities to the underwriters or, if not an underwritten
offering, in accordance with the instructions of the selling Holders of
Registrable Securities at least three (3) Business Days prior to any sale
of Registrable Securities and instruct any transfer agent and registrar of
Registrable Securities to release any stop transfer orders in respect thereof.


 


(r)                                    Cooperate
with the selling Holder and each underwriter or agent participating in the
disposition of such Registrable Securities and their counsel in connection with
any filings required to be made with any securities exchange and/or the NASD.


 


(s)                                  Take
all such other commercially reasonable actions as are necessary or advisable in
order to expedite or facilitate the disposition of such Registrable Securities.


 


1.5.                              Furnish
Information.  It shall be a condition
precedent to the obligations of the Company to take any action pursuant to this
Section 1 in respect of the Registrable Securities of any selling Holder
that such selling Holder shall furnish to the Company such information
regarding itself, the Registrable Securities and the intended method of
disposition of such securities, as shall be required to effect the registration
of its Registrable Securities.


 


1.6.                              Expenses
of Demand Registration.  All expenses
other than underwriting discounts and commissions relating to Registrable
Securities incurred in connection with each registration, filing or
qualification pursuant to Section 1.2(a)(i) or Section 1.2(a)(ii),


 


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including (without
limitation) all registration, filing and qualification fees, printing and
accounting fees, fees and disbursements of counsel for the Company, and the
reasonable fees and disbursements of one counsel for the selling Holders, shall
be borne by the Company; provided, however, that the Company
shall not be required to pay for any expenses of any registration begun
pursuant to Section 1.2(a)(i) or Section 1.2(a)(ii) if the
registration request is subsequently withdrawn at any time at the request of
the Holders of two-thirds of the Registrable Securities initiating such
registration (in which case those Holders requesting the withdrawal shall bear
such expenses), unless the Holders of two-thirds of the Registrable Securities
to be registered agree to forfeit their right to one demand registration
pursuant to Section 1.2(a).  All
underwriting discounts and commissions relating to Registrable Securities
included in any registration effected pursuant to Section 1.2(a) will
be borne and paid ratably by the Holders of such Registrable Securities.


 


1.7.                              Expenses
of Company Registration and Form S-3 Registration.  The Company shall bear and pay all expenses
incurred in connection with any registration, filing or qualification of
Registrable Securities with respect to any registration pursuant to Section 1.3
or Section 1.11 for each Holder including, without limitation, all
registration, filing and qualification fees, printing and accounting fees, fees
and disbursements of counsel for the Company and the reasonable fees and
disbursements of one counsel for the selling Holders.  Underwriting discounts and commissions
relating to Registrable Securities included in any registration effected
pursuant to Section 1.3 or Section 1.11 will be borne and paid
ratably by the Holders of such Registrable Securities.


 


1.8.                              Underwriting
Requirements.  In connection with any
offering involving an underwriting of securities being issued by the Company,
the Company shall not be required under Section 1.3 to include any of the
Holders’ securities in such underwriting unless such Holders accept the terms
of the underwriting as agreed upon between the Company and the underwriters
selected by it, and then only in such quantity, if any, as in the opinion of
the underwriters, marketing factors allow.  If the managing underwriter for
the offering shall advise the Company in writing that the total amount of
securities, including Registrable Securities requested by shareholders, to be
included in such offering exceeds the amount of securities to be sold other
than by the Company that marketing factors allow, then the Company shall be
required to include in the offering only that number of such securities, including
Registrable Securities which the managing underwriter believes marketing
factors allow (the securities so included to be reduced as follows:  (a) all securities which stockholders
other than the Company and the Holders seek to include in the offering shall be
excluded from the offering to the extent limitation on the number of shares
included in the underwriting is required and (b) if further limitation on
the number of shares to be included in the underwriting is required, then the
number of shares held by the Holders that may be included in the underwriting
shall be reduced so that the number of shares included in the underwriting are
pro rata in accordance with the number of Registrable Securities held by each
such Holder) but in no event shall the amount of securities of the selling
Holders included in the offering be reduced below 20% of the total amount of
securities included in such offering. 
For purposes of the preceding sentences concerning apportionment, for
any selling shareholder which is a Holder of Registrable Securities and which
is a partnership, a


 


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limited liability company
or a corporation, the partners, retired partners, members, retired members and
shareholders of such Holder, or the estates and family members of such
partners, retired partners, members and retired members and any trusts for the
benefit of any of the foregoing persons shall collectively be deemed to be a “selling
Holder,” and any pro rata reduction with respect to such “selling Holder” shall
be based upon the aggregate amount of shares carrying registration rights owned
by all entities and individuals included in such “selling Holder,” as defined
in this sentence.


 


1.9.                              Indemnification.  In the event any Registrable Securities are
included in a registration statement under this Section 1:


 


(a)                                  The
Company will indemnify and hold harmless each Holder, the officers, directors,
partners, members, agents and employees of each Holder, any underwriter (as
defined in the 1933 Act) for such Holder and each person, if any, who controls,
is controlled by or is under common control with  such Holder or underwriter within the meaning
of the 1933 Act or the Securities Exchange Act of 1934, as amended (the “1934
Act”), against any losses, claims, damages or liabilities (joint or
several) to which they may become subject under the 1933 Act, the 1934 Act or
any other federal or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (each a “Violation”):  (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, (ii) the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading, or (iii) any violation or alleged
violation by the Company of the 1933 Act, the 1934 Act, any state securities
law or any rule or regulation promulgated under the 1933 Act, the 1934 Act
or any state securities law in connection with any matter relating to such
registration statement.  The Company will
reimburse each such Holder, officer, director, partner, member, agent,
employee, underwriter or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability, or action. 
The indemnity agreement contained in this Section 1.9(a) shall
not apply to amounts paid in settlement of any loss, claim, damage, liability
or action if such settlement is effected without the consent of the Company
(which consent shall not be unreasonably withheld or delayed), nor shall the
Company be liable to a Holder in any such case for any such loss, claim,
damage, liability or action (i) to the extent that it arises out of or is
based upon a Violation which occurs in reliance upon and in conformity with
written information furnished expressly for use in such registration by or on
behalf of such Holder or (ii) in the case of a sale directly by a Holder
of Registrable Securities (including a sale of such Registrable Securities
through any underwriter retained by such Holder engaging in a distribution
solely on behalf of such Holder), such untrue statement or alleged untrue
statement or omission or alleged omission was contained in a preliminary
prospectus and corrected in a final or amended prospectus delivered


 


11





















 


to
such Holder a reasonable period of time prior to the confirmation of such sale,
and such Holder failed to deliver a copy of the final or amended prospectus at
or prior to the confirmation of the sale of the Registrable Securities to the
person asserting any such loss, claim, damage or liability in any case in which
such delivery is required by the 1933 Act.


 


(b)                                 Each
Holder that includes any Registrable Securities in any registration statement
will indemnify and hold harmless the Company, each of its directors, each of
its officers who have signed the registration statement, each person, if any,
who controls the Company within the meaning of the 1933 Act, each other selling
Holder, against any losses, claims, damages, or liabilities (joint or several)
to which the Company or any such director, officer or controlling person may
become subject, under the 1933 Act, the 1934 Act or other federal or state law,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereto) arise out of or are based upon any Violation, in each case to the
extent (and only to the extent) that such Violation occurs in reliance upon and
in conformity with written information furnished by or on behalf of such Holder
expressly for use in such registration, and each such Holder will reimburse any
legal or other expenses reasonably incurred by the Company or any such
director, officer or controlling person in connection with defending any such
loss, claim, damage, liability, or action; provided, however,
that the indemnity agreement contained in this Section 1.9(b) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Holder (which consent shall not be unreasonably withheld or delayed), nor, in
the case of a sale directly by the Company of its securities (including a sale
of such securities through any underwriter retained by the Company to engage in
a distribution solely on behalf of the Company), shall the Holder be liable to
the Company in any case in which such untrue statement or alleged untrue statement
or omission or alleged omission was contained in a preliminary prospectus and
corrected in a final or amended prospectus, and the Company failed to deliver a
copy of the final or amended prospectus at or prior to the confirmation of the
sale of the securities to the person asserting any such loss, claim, damage or
liability in any case in which such delivery is required by the 1933 Act.  The aggregate amount any Holder shall be
required to pay pursuant to this Section 1.9(b) shall in no case be
greater than the amount of the net proceeds received by such Holder upon the
sale of the Registrable Securities pursuant to the registration statement
giving rise to such claim.  The
obligations of the Holders hereunder are several, not joint.


 


(c)                                  Promptly
after receipt by an indemnified party under this Section 1.9 of notice of
the commencement of any action (including any governmental action), such
indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 1.9, deliver to the indemnifying
party a written notice of the commencement thereof and the indemnifying party
shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed,
to assume and control the defense thereof with counsel


 


12





















 


mutually
satisfactory to the parties; provided, however, that an
indemnified party shall have the right to retain its own counsel, with the fees
and expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests, as reasonably
determined by either party, between such indemnified party and any other party
represented by such counsel in such proceeding. 
No indemnifying party will consent to entry of any judgment or enter
into any settlement of any pending or threatened proceeding which involves the
imposition of equitable remedies or the imposition of any non-financial
obligations of such indemnified party.


 


(d)                                 If
for any reason the foregoing indemnity is unavailable or is insufficient to
hold harmless an indemnified party under this Section 1.9, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of any claim in such proportion as is appropriate
to reflect the relative fault of the indemnifying party, on the one hand, and
the indemnified party, on the other hand, with respect to such offering of
securities.  The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the indemnifying party
or the indemnified party and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission.  If, however, the allocation
provided in the second preceding sentence is not permitted by applicable law,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect not only
such relative faults but also the relative benefits of the indemnifying party
and the indemnified party as well as any other relevant equitable
considerations.  The parties hereto agree
that it would not be just and equitable if contributions pursuant to this Section 1.9
were to be determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in the preceding sentences of this Section 1.9.  The amount paid or payable in respect of any
claim shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such claim.  No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.  Notwithstanding anything in this Section 1.9
to the contrary, no indemnifying party (other than the Company) shall be
required pursuant to this Section 1.9 to contribute any amount in excess
of the net proceeds received by such indemnifying party from the sale of
Registrable Securities in the offering to which the losses, claims, damages or
liabilities of the indemnified parties relate, less the amount of any
indemnification payment made pursuant to this Section 1.9.


 


(e)                                  The
obligations of the Company and the Holders under this Section 1.9 shall
survive the conversion, if any, of the Registrable Securities and


 


13





















 


the
completion of any offering of Registrable Securities in a registration
statement whether under this Section 1 or otherwise.


 


1.10.                        Reports
Under Securities Exchange Act of 1934.


 


(a)                                  Resales
Under Rule 144; Form S-3 Registration.  With a view to making available to the
Holders the benefits of Rule 144 promulgated under the 1933 Act (“Rule 144”)
and any other rule or regulation of the SEC that may at any time permit a
Holder to sell securities of the Company to the public without registration,
and with a view to making it possible for Holders to have the resale of the
Registrable Securities registered pursuant to a registration statement on Form S-3,
the Company agrees to:


 


(i)                                     use
its best efforts to make and keep public information available, as those terms
are understood and defined in Rule 144;


 


(ii)                                  take
such action, including the voluntary registration of its Common Stock under Section 12
of the 1934 Act or compliance with the reporting requirements of Section 15(d) of
the 1934 Act, as is necessary to enable the Holders to utilize Form S-3
for the sale of their Registrable Securities;


 


(iii)                               use
its best efforts to file with the SEC in a timely manner all reports and other
documents required of the Company under the 1933 Act and the 1934 Act; and


 


(iv)                              furnish
to any Holder, so long as the Holder owns any Registrable Securities, forthwith
upon request (1) a written statement by the Company as to its compliance
with the reporting requirements of Rule 144, the 1933 Act and the 1934
Act, or as to its qualification as a registrant whose securities may be resold
pursuant to Form S-3 (at any time after it so qualifies), (2) a copy
of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and (3) such other
documents as may be reasonably requested in availing any Holder of any rule or
regulation of the SEC which permits the selling of any such securities without
registration or pursuant to such form.


 


1.11.                        Form S-3
Registration.


 


(a)                                  Notwithstanding
Section 1.2(c) hereof, in case the Company shall receive from any
Holder or Holders a written request or requests that the Company effect a
registration on Form S-3 (or on any successor form to Form S-3 regardless
of its designation) and any related qualification or compliance with respect to
all or a part of the Registrable Securities owned by such Holder or Holders,
the Company will:


 


14





















 


(i)                                     promptly
give written notice of the proposed registration, and any related qualification
or compliance, to all other Holders and


 


(ii)                                  use
its best efforts to effect, as soon as practicable, such registration (and to
keep such registration effective for up to 180 days), qualification or
compliance as may be so requested and as would permit or facilitate the sale
and distribution of all or such portion of such Holder’s or Holders’
Registrable Securities as are specified in such request, together with all or
such portion of the Registrable Securities of any other Holder or Holders
joining in such request as are specified in a written request given within 20
days after receipt of such written notice from the Company; provided, however,
that the Company shall not be obligated to effect any such registration,
qualification or compliance pursuant to this Section 1.11 if:  (1) Form S-3 (or any successor form
to Form S-3 regardless of its designation) is not available for such
offering by the Holders; (2) the aggregate gross proceeds (before
deduction of underwriting discounts and commissions) of the Registrable
Securities specified in such request is not at least $1,000,000.


 


(b)                                 Subject
to the provisions of Section 1.11(a)(ii) above, the Holders shall
have the right to request registration of their Registrable Securities on an
unlimited number of occasions following the date upon which the Company shall
first become eligible to register the holders’ Registrable Securities on Form S-3;
provided, however, that the Company shall not be required to
effect more than one registration pursuant to this Section 1.11 in any 12
month period.


 


1.12.                        Lock-up
Agreements.  If reasonably requested
by the Company and the managing underwriter, the Holders agree to enter into
lock-up agreements approved by the Board of Directors of the Company pursuant
to which they will not, for a period of no more than 180 days, which may
be extended by the managing underwriter for an additional period, not to exceed
30 days, in order to enable the managing underwriter to comply with
applicable regulatory requirements, following the effective date of a
registration statement for a public offering of the Company’s securities,
offer, sell or otherwise dispose of Registrable Securities or other equity
securities of the Company, except the Registrable Securities sold pursuant to
such registration statement, without the prior consent of the Company and the
underwriter, provided that the officers, directors and all stockholders of the
Company enter into such lock-up agreements for the same period and on the same
terms and provided  further that nothing in this Section 1.12
shall prohibit, and any lock-up agreement entered into hereunder shall permit,
the transfer by a Holder of Registrable Securities to a member of such Holder’s
Immediate Family or to a partner, member or “Affiliate” (as defined in Rule 12b-2
of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended) of such Holder, or such partner or member’s partner or
member, so long as such transferee also agrees to enter into and be bound by a
lock-up agreement pursuant to this Section 1.12.  Notwithstanding the foregoing, any
discretionary waiver by the Company or an underwriter of a lock-up agreement
(other than discretionary waivers in the event of the


 


15





















 


financial hardship of a
Holder when the cumulative sales by such Holder does not exceed $25,000) shall
not be effective unless the Company and such underwriter also release all other
shareholders of the Company from the equivalent provisions of their respective
lock-up agreements.


 


1.13.                        Assignment
of Registration Rights.  The rights
to cause the Company to register Registrable Securities pursuant to this Section 1
may be assigned by any Series A Investor to a permitted transferee
pursuant to this Section 1.13 and by such transferee to a subsequent
permitted transferee, but only if such rights are transferred (i) to an
Affiliate, subsidiary, partner, member or stockholder of such Holder or transferee
or an account managed or advised by the manager or adviser of such Holder or
transferee, (ii) by gift or bequest or through inheritance to, or for the
benefit of, any member or members of such Holder’s Immediate Family or to a
trust for the benefit of any member or members of such Holder’s Immediate
Family, (iii) to a trust in respect of which such Holder serves as
trustee, provided, however, that the trust instrument governing
such trust shall provide that such Holder, as trustee, shall retain sole and
exclusive control over the voting and disposition of such rights until the
termination of this Agreement, or (iv) to a limited partnership or limited
liability company, all partners or members of which are members of such Holder’s
Immediate Family.  The rights to cause
the Company to register Registrable Securities pursuant to this Section 1
may be assigned by any Warrant Investor only in accordance with the provisions
set forth in Section 5 of the Warrant Agreement with respect to transfers
of the ABRY Warrants and the shares of Common Stock underlying the ABRY
Warrants.  Notwithstanding anything to
the contrary contained herein, no transfers may be made pursuant to this Section 1.13
to a person or entity reasonably determined by written resolution of the Board
of Directors of the Company to be a competitor of the Company.  Any transferee to whom rights under this
Agreement are transferred shall (A) as a condition to such transfer,
promptly deliver to the Company a written instrument by which such transferee
agrees to be bound by the obligations imposed upon Holders under this Agreement
to the same extent as if such transferee were a Holder under this Agreement and
(B) be deemed to be a Holder hereunder.


 


1.14.                        Limitations
on Subsequent Registration Rights. 
From and after the date of this Agreement, the Company shall not,
without the prior written consent of the Holders of two-thirds of the
Registrable Securities then outstanding and the Holders of two-thirds of the
shares of Common Stock issued or issuable upon exercise of the ABRY Warrants,
enter into any agreement with any holder or prospective holder of any
securities of the Company relating to registration rights unless such agreement
includes: (a) to the extent such agreement would allow such holder or
prospective holder to include such securities in any registration statement
filed under Section 1.2, 1.3 or 1.11 hereof, a provision that such holder
or prospective holder may include such securities in any such registration only
to the extent that the inclusion of its securities will not reduce the amount
of the Registrable Securities of the Holders which would otherwise be included;
(b) no provision which would allow such holder or prospective holder to
make a demand registration which could result in such registration statement
being declared effective prior to the earlier of the dates set forth in Section 1.2(a);
(c) a provision which permits the Holders to include in such registration
and in any underwriting involved therewith,


 


16





















 


Registrable Securities
pro rata with the sellers of securities in such registration based on the
number of equivalent shares of Common Stock held by each person (where an
equivalent share is either a share of Common Stock held directly or the number
of shares of Common Stock receivable upon conversion or exercise of securities
held directly); and (d) a provision requiring that any such registration
of securities be subject to the underwriting requirements described in Section 1.8
hereof.


 


1.15.                        Procedures
for Amending or Supplementing Registration Statements.  Whenever a registration statement covering
Registrable Securities pursuant to any section of this Agreement is
effective and the Company determines that, based upon advice of counsel, such
registration statement requires amendment or supplementing, the Company shall
notify all Holders of such fact and shall promptly cause such registration
statement to be amended or supplemented, as the case may be, and shall notify
all Holders when such amendment or supplement has been filed and, as to any
such amendment, declared effective. 
Holders shall not sell any Registrable Securities until such latter
notice is provided.  If the Board of
Directors of the Company determines in its reasonable discretion (as evidenced
by a written resolution of the Board of Directors of the Company) that it would
not be in the best interests of the Company to so amend or supplement the
registration statement at such time, the Company shall be entitled to delay the
filing of such amendment or supplement for a period not to exceed 45 days.


 


1.16.                        Termination
of Registration Rights.  The
registration obligations of the Company pursuant to this Section 1 shall
terminate with respect to any Holder at such time as such Holder (together with
its Affiliates, partners, members and former partners and former members) is,
or has been, able to sell under Rule 144(k) without restriction all of the
remaining Registrable Securities issued or issuable to such Holder.


 


2.                                       Miscellaneous.


 


2.1.                              Notices.  All notices, requests, consents and demands
shall be in writing and shall be personally delivered (effective upon receipt),
mailed, postage prepaid (effective three business days after dispatch),
telecopied or telegraphed (effective upon receipt of the telecopy in complete,
readable form), or sent via a reputable overnight courier service (effective
the following business day), to the Company at:


 


Navtech, Inc.

c/o Navtech Systems Support Inc.

Suite 102, 175 Columbia St. W.

Waterloo, Ontario

Canada N2L 5Z5

Tel:  (519) 747-1170

Fax:  (519) 747-5282




with a
copy sent at the same time and by the same means to:


 


17





















 


William
B. Asher, Jr., Esq.

Choate, Hall &
Stewart LLP


Two International Place

Boston, Massachusetts  02110

Tel.:                         (617) 248-5000

Fax:                           (617) 248-4000


 


and


 


Andrew J. Hickey, Esq.

Choate, Hall &
Stewart LLP

Two International Place

Boston, Massachusetts  02110

Tel.:                         (617) 248-5000

Fax:                           (617) 248-4000


 


or to
each Series A Investor at its address set forth on Exhibit A
hereto, and with respect to Cambridge Information Group, Inc., with a copy
sent at the same time and by the same means to:


 


Fried,
Frank, Harris, Shriver & Jacobson LLP

1001 Pennsylvania Avenue, N.W., Suite 800

Washington, DC  20004-2505


Fax:  202-639-7003

Attn:  Alan S. Kaden


 


or to
each Warrant Investor at its address set forth on Exhibit B hereto,
with a copy sent at the same time and by the same means to:


 


Kirkland &
Ellis LLP

Citigroup Center

153 East 53rd Street

New York, NY  10022

Attn:  John Kuehn, Esq.

Fax:  (212) 446-6460


 


or such other address as
is set forth on the exhibits hereto, as the case may be, or as may be furnished
in writing to the other parties hereto.


 


2.2.                              Entire
Agreement.  This Agreement and the
other Transaction Documents (as defined in the Purchase Agreement with respect
to the Series A Investors, and as defined in the Warrant Agreement with
respect to the Warrant Investors) constitute the entire understanding of the
parties with respect to the subject matter hereof and thereof and supersede any
and all prior understandings and agreements, whether written or oral, with
respect to such subject matter.


 


2.3.                              Amendments,
Waivers and Consents.  Any provision
in this Agreement to the contrary notwithstanding, modifications or amendments
to this Agreement may be


 


18





















 


made, and compliance with
any covenant or provision herein set forth may be omitted or waived, if the
Company shall agree thereto and (a) shall obtain consent thereto in
writing from persons holding or having the right to acquire in the aggregate (x) two-thirds
(2/3) of the shares of Common Stock issuable upon the conversion of the Series A
Preferred Stock and (y) two-thirds (2/3) of the shares of Common
Stock issuable upon the exercise of the ABRY Warrants, and (b) shall, in
each such case, deliver copies of such consent in writing to any Holders who
did not execute the same; provided, however, that no Holder
shall, without its consent, be adversely affected by any such modification,
amendment or waiver in any manner in which the other Holders are not likewise
adversely affected.


 


2.4.                              Binding
Effect.  This Agreement shall be
binding upon and inure to the benefit of the personal representatives,
successors and permitted assigns of the respective parties hereto.


 


2.5.                              General.  The headings contained in this Agreement are
for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.  In
this Agreement the singular includes the plural, the plural includes the
singular, and the masculine gender includes the neuter, masculine and feminine
genders.


 


2.6.                              Governing
Law.  This Agreement shall be deemed
a contract made under the laws of the State of Delaware (without regard to
choice-of-law principles) and, together with the rights and obligations of the
parties hereunder, shall be construed under and governed by the laws of such
state.


 


2.7.                              Severability.  If any provision of this Agreement shall be
found by any court of competent jurisdiction to be invalid or unenforceable,
the parties hereby waive such provision to the extent that it is found to be
invalid or unenforceable.  Such provision
shall, to the maximum extent allowable by law, be modified by such court so
that it becomes enforceable, and, as modified, shall be enforced as any other
provision hereof, all the other provisions hereof continuing in full force and
effect.


 


2.8.                              Counterparts.  This Agreement may be executed in
counterparts, all of which together shall constitute one and the same
agreement.


 


2.9.                              Specific
Performance.  The Company recognizes
that the rights of the Holders under this Agreement are unique, and,
accordingly, the Holders shall, in addition to such other remedies as may be
available to them at law or in equity, have the right to enforce their rights
hereunder by actions for injunctive relief and specific performance to the
extent permitted by law.  This Agreement
is not intended to limit or abridge any rights of the Holders which may exist
apart from this Agreement.


 


[Remainder of Page Intentionally Left Blank]


 


19





















 


IN WITNESS WHEREOF, the Company, the Series A Investors
and the Warrant Investors have executed this Registration Rights Agreement as
of the day and year first above written.


 


 


	
   

  	
  NAVTECH, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: David
  Strucke

  
	
   

  	
   

  	
  Title: President
  and Chief Executive

  
	
   

  	
   

  	
   

  	
  Officer

  
					



 


 


[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


 





















 


SERIES A INVESTOR:


 


 


	
   

  	
  CAMBRIDGE
  INFORMATION GROUP,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Andrew M.
  Snyder

  
	
   

  	
   

  	
  Title: President

  



 


 


[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


 





















 


SERIES A INVESTOR:


 


 


	
   

  	
  EXTERNALIS S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


 





















 


WARRANT  INVESTORS:


 


	
   

  	
  ABRY MEZZANINE
  PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By: ABRY
  MEZZANINE INVESTORS,

  L.P., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By: ABRY
  MEZZANINE HOLDINGS LLC,

  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ABRY INVESTMENT
  PARTNERSHIP,

  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: ABRY
  Investment GP, LLC, its General

  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


 


[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


 





















 


Exhibit A


 


SERIES A INVESTORS


 




	
  Name

  	
   

  	
  Address

  
	
  Cambridge
  Information Group, Inc.

  	
   

  	
  7200 Wisconsin Ave, Suite 601

  Bethesda, MD 20814

  
	
  Externalis S.A.

  	
   

  	
  38 Avenue des Klauwaerts

  1050 Brussels Belgium

  






 





















 


Exhibit B


 


WARRANT  INVESTORS


 


	
  Name

  	
   

  	
  Address

  
	
  ABRY Mezzanine Partners, L.P.

  	
   

  	
  111 Huntington Avenue

  30th Floor

  Boston, MA 02199

  Attention: John Hunt

  Facsimile: (617) 859-8797

  
	
  ABRY Investment Partnership, L.P.

  	
   

  	
  111 Huntington Avenue

  30th Floor

  Boston, MA 02199

  Attention: John Hunt

  Facsimile: (617) 859-8797