Exhibit 10.2


 


NAVTECH,
INC.


 


 


SERIES
A CONVERTIBLE PARTICIPATING PREFERRED STOCK

AND WARRANT PURCHASE AGREEMENT


 


November
22, 2005


 





















 


Table of Contents


 


	
  1.

  	
  Authorization of Preferred
  Stock; Purchase and Sale of Preferred Stock; Authorization of Warrants;
  Closing.

  	
   

  	
   

  
	
   

  	
  1.1.

  	
  Authorization of Preferred Stock

  	
   

  	
   

  
	
   

  	
  1.2.

  	
  Authorization of Warrants

  	
   

  	
   

  
	
   

  	
  1.3.

  	
  Purchase and Sale of the
  Preferred Stock and Warrants; Reservation of Common Stock

  	
   

  	
   

  
	
   

  	
  1.4.

  	
  Purchase Price and the Closing

  	
   

  	
   

  
	
   

  	
  1.5.

  	
  Use of Proceeds

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Representations and
  Warranties of the Company

  	
   

  	
   

  
	
   

  	
  2.1.

  	
  Organization and Corporate Power

  	
   

  	
   

  
	
   

  	
  2.2.

  	
  Authorization

  	
   

  	
   

  
	
   

  	
  2.3.

  	
  Capitalization

  	
   

  	
   

  
	
   

  	
  2.4.

  	
  Subsidiaries.

  	
   

  	
   

  
	
   

  	
  2.5.

  	
  Financial Information

  	
   

  	
   

  
	
   

  	
  2.6.

  	
  Absence of Undisclosed Liabilities

  	
   

  	
   

  
	
   

  	
  2.7.

  	
  Absence of Certain Developments

  	
   

  	
   

  
	
   

  	
  2.8.

  	
  Title to Properties

  	
   

  	
   

  
	
   

  	
  2.9.

  	
  Tax Matters

  	
   

  	
   

  
	
   

  	
  2.10.

  	
  Contracts and Commitments

  	
   

  	
   

  
	
   

  	
  2.11.

  	
  No Defaults

  	
   

  	
   

  
	
   

  	
  2.12.

  	
  Intellectual Property.

  	
   

  	
   

  
	
   

  	
  2.13.

  	
  Effect of Transactions

  	
   

  	
   

  
	
   

  	
  2.14.

  	
  No Governmental Consent or Approval
  Required

  	
   

  	
   

  
	
   

  	
  2.15.

  	
  Litigation

  	
   

  	
   

  
	
   

  	
  2.16.

  	
  Securities Laws

  	
   

  	
   

  
	
   

  	
  2.17.

  	
  Business

  	
   

  	
   

  
	
   

  	
  2.18.

  	
  Brokerage

  	
   

  	
   

  
	
   

  	
  2.19.

  	
  Employees

  	
   

  	
   

  
	
   

  	
  2.20.

  	
  Environmental Matters

  	
   

  	
   

  
	
   

  	
  2.21.

  	
  Retirement Obligations, etc

  	
   

  	
   

  
	
   

  	
  2.22.

  	
  Transactions with Affiliates

  	
   

  	
   

  
	
   

  	
  2.23.

  	
  Books and Records

  	
   

  	
   

  
	
   

  	
  2.24.

  	
  Insurance

  	
   

  	
   

  
	
   

  	
  2.25.

  	
  EAG

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Representations and
  Warranties and other Agreements of the Investors.

  	
   

  	
   

  
	
   

  	
  3.1.

  	
  Representations and Warranties

  	
   

  	
   

  
	
   

  	
  3.2.

  	
  Legends

  	
   

  	
   

  
	
   

  	
  3.3.

  	
  Confidentiality

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Conditions to the Investors’
  Obligations at the Closing

  	
   

  	
   

  
	
   

  	
  4.1.

  	
  Representations and Warranties of the
  Company

  	
   

  	
   

  
	
   

  	
  4.2.

  	
  Performance

  	
   

  	
   

  
	
   

  	
  4.3.

  	
  Compliance Certificate

  	
   

  	
   

  



 


i





















 


	
   

  	
  4.4.

  	
  Certificate of Incorporation

  	
   

  	
   

  
	
   

  	
  4.5.

  	
  Qualifications

  	
   

  	
   

  
	
   

  	
  4.6.

  	
  Proceedings and Documents

  	
   

  	
   

  
	
   

  	
  4.7.

  	
  Other Agreements

  	
   

  	
   

  
	
   

  	
  4.8.

  	
  Opinion of Counsel

  	
   

  	
   

  
	
   

  	
  4.9.

  	
  Secretary’s Certificate

  	
   

  	
   

  
	
   

  	
  4.10.

  	
  Reservation of Conversion Shares and
  Warrant Shares

  	
   

  	
   

  
	
   

  	
  4.11.

  	
  Fees of Investors’ Counsel

  	
   

  	
   

  
	
   

  	
  4.12.

  	
  Purchase by Other Investors

  	
   

  	
   

  
	
   

  	
  4.13.

  	
  Consummation of the EAG Acquisition

  	
   

  	
   

  
	
   

  	
  4.14.

  	
  Board of Directors

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Conditions to the Company’s
  Obligations at the Closing

  	
   

  	
   

  
	
   

  	
  5.1.

  	
  Representations and
  Warranties

  	
   

  	
   

  
	
   

  	
  5.2.

  	
  Payment of Purchase Price

  	
   

  	
   

  
	
   

  	
  5.3.

  	
  Other Agreements

  	
   

  	
   

  
	
   

  	
  5.4.

  	
  Proceedings and Documents

  	
   

  	
   

  
	
   

  	
  5.5.

  	
  Consummation of the EAG Acquisition

  	
   

  	
   

  
	
   

  	
  5.6.

  	
  Qualifications

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Preemptive Right of Purchase.

  	
   

  	
   

  
	
   

  	
  6.1.

  	
  Grant

  	
   

  	
   

  
	
   

  	
  6.2.

  	
  Preemptive Right Definitions

  	
   

  	
   

  
	
   

  	
  6.3.

  	
  Notice

  	
   

  	
   

  
	
   

  	
  6.4.

  	
  Sale

  	
   

  	
   

  
	
   

  	
  6.5.

  	
  Limitation

  	
   

  	
   

  
	
   

  	
  6.6.

  	
  Transfer

  	
   

  	
   

  
	
   

  	
  6.7.

  	
  Retrospective Effect of
  Preemptive Right of Purchase

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Miscellaneous.

  	
   

  	
   

  
	
   

  	
  7.1.

  	
  Certain Defined Terms

  	
   

  	
   

  
	
   

  	
  7.2.

  	
  Survival of Covenants; Assignability of
  Rights

  	
   

  	
   

  
	
   

  	
  7.3.

  	
  Incorporation by Reference

  	
   

  	
   

  
	
   

  	
  7.4.

  	
  Parties in Interest

  	
   

  	
   

  
	
   

  	
  7.5.

  	
  Amendments and Waivers

  	
   

  	
   

  
	
   

  	
  7.6.

  	
  Governing Law

  	
   

  	
   

  
	
   

  	
  7.7.

  	
  Notices

  	
   

  	
   

  
	
   

  	
  7.8.

  	
  Effect of Headings

  	
   

  	
   

  
	
   

  	
  7.9.

  	
  Entire Agreement

  	
   

  	
   

  
	
   

  	
  7.10.

  	
  Severability

  	
   

  	
   

  
	
   

  	
  7.11.

  	
  Restrictions on Transfer

  	
   

  	
   

  
	
   

  	
  7.12.

  	
  Counterparts

  	
   

  	
   

  



 


ii





















 


List of Exhibits and Schedules


 


Exhibits


 


	
  Exhibit A - List of
  Investors

  
	
  Exhibit B — Form of the
  Company’s Certificate of Designation

  
	
  Exhibit C — Form of
  Warrant

  
	
  Exhibit D — Form of
  Registration Rights Agreement

  
	
  Exhibit E — Form of
  Closing Opinion of Company Counsel

  



 


Disclosure Schedule


 


	
  Section 2.1 - Foreign
  Qualifications

  
	
  Section 2.3 — Options and Stock
  Purchase Rights

  
	
  Section 2.4 — Subsidiaries

  
	
  Section 2.9 — Tax Matters

  
	
  Section 2.12(a) — Owned
  Intellectual Property

  
	
  Section 2.12(b) — Patents,
  Trademarks and Licenses

  
	
  Section 2.12(c) — Third Party
  Intellectual Property Agreements

  
	
  Section 2.15 — Litigation

  
	
  Section 2.19 — Employment
  Agreements

  
	
  Section 2.21 — Employee Benefit
  Plans

  



 


iii





















 


NAVTECH,
INC.


c/o
Navtech Systems Support Inc.


Suite
102, 175 Columbia St. W.


Waterloo,
Ontario


Canada
N2L 5Z5




SERIES A CONVERTIBLE PARTICIPATING PREFERRED

STOCK AND WARRANT PURCHASE AGREEMENT


 


This SERIES A
CONVERTIBLE PREFERRED PARTICIPATING STOCK AND WARRANT PURCHASE AGREEMENT (the “Agreement”)
is made as of the 22nd day of November, 2005 by and among Navtech, Inc., a
Delaware corporation (the “Company”) and, the investors listed on Exhibit
A hereto (each of whom individually is referred to herein as an “Investor”
and collectively as the “Investors”).


 


In consideration
of the mutual promises and covenants contained in this Agreement, the parties
hereto agree as follows:


 


1.             Authorization of
Preferred Stock; Purchase and Sale of Preferred Stock; Authorization of Warrants;
Closing.


 


1.1.          Authorization of Preferred
Stock.  The Company has authorized
the issuance and sale of up to 1,600,000 shares of its Series A Convertible
Participating Preferred Stock, $0.01 par value per share (the “Series A
Preferred Stock”) to be issued under this Agreement.  The rights, privileges, and preferences of
the Series A Preferred Stock are as set forth in the Company’s Certificate of Designation
(the “Certificate of Designation”) in the form attached to this
Agreement as Exhibit B, which the Company shall adopt and file with the
Secretary of State of the State of Delaware on or before the date of the
Closing (as defined below).


 


1.2.          Authorization of Warrants.  The Company has authorized the issue and sale
of its warrants (herein, together with any warrants issued in exchange therefor
or replacement thereof called the “Warrants”) evidencing the rights to
acquire an aggregate of 100,000 shares (subject to adjustment) of Common Stock
(as defined below).  The Warrants shall
be exercisable at a price of $3.00 per share and shall be substantially in the
form attached to this Agreement as Exhibit C.


 


1.3.          Purchase and Sale of the
Preferred Stock and Warrants; Reservation of Common Stock.  Subject to the terms and conditions of this
Agreement and on the basis of the representations and warranties set forth
herein, the Company agrees to sell to the Investors, and each such Investor,
severally and not jointly, agrees to purchase from the Company at the Closing
(as defined below) (a) the number of shares of Series A Preferred Stock
set forth opposite such Investor’s name on Exhibit A hereto, and
(b) for no additional consideration, a Warrant initially exercisable for the
number of shares of Common Stock set forth opposite such 


 





















 


Investor’s name on Exhibit
A hereto.  The sale of the Series A
Preferred Stock and the Warrants to each Investor hereunder shall constitute a
separate sale.  The Company has
authorized and reserved and covenants to continue to reserve, free of
preemptive rights and other preferential rights, a sufficient number of its
previously authorized but unissued shares of Common Stock, $0.001 par value per
share (the “Common Stock”) to satisfy the rights of conversion of the
holders of the Series A Preferred Stock and the rights of exercise of the
holders of the Warrants.  Any shares of
Common Stock issuable upon conversion of the Series A Preferred Stock shall be
referred to in this Agreement as “Converted Shares”.  The shares of Series A Preferred Stock issued
to the Investors pursuant to this Agreement and the Converted Shares shall be
referred to in this Agreement as the “Shares.”  The Warrants issued pursuant to this
Agreement and the Shares shall be referred to in this Agreement as the “Securities”.


 


1.4.          Purchase Price and the Closing.  The purchase and sale of the Securities shall
take place at a Closing to be held at the offices of Choate, Hall & Stewart
LLP, Two International Place, Boston, Massachusetts  02110, on such date and at such time as may
be mutually agreed upon by the parties (the “Closing”).  The aggregate purchase price of the Series A
Preferred Stock being purchased by each Investor at the Closing is set forth
opposite such Investor’s name on Exhibit A under the heading “Aggregate
Purchase Price”.  The Closing shall
take place concurrently with the execution and delivery of this Agreement or at
such other time as the parties shall mutually agree.  At the Closing, the Company will deliver to
each of the Investors purchasing Securities a certificate or certificates,
registered in such Investor’s name or such name as otherwise directed by such
Investor, representing the number of Shares and Warrants to be acquired by such
Investor pursuant to this Agreement against payment of the purchase price
thereof by wire transfer, by check payable to the Company or such other form of
payment acceptable to such Investor and the Company.


 


1.5.          Use of Proceeds.  The Company will use the proceeds from the
sale of the Securities to consummate the acquisition of European Aeronautical
Group AB (“EAG”) and for other general corporate purposes as determined
by the Company’s Board of Directors.


 


2.             Representations and
Warranties of the Company.  In order
to induce the Investors to enter into this Agreement and to purchase the Securities
hereunder, the Company hereby represents and warrants to each Investor, as of
the date hereof, in each case subject to such exceptions as are set forth in
the disclosure schedule attached hereto (the “Disclosure Schedule”),
each such exception of which qualifies the representation and warranty that is
specifically identified (by cross-reference or otherwise) as being qualified by
such exception.  For the purposes of this
Section 2, the term “Subsidiaries” shall mean those subsidiaries listed in
Section 2.4 of the Disclosure Schedule and shall not mean EAG.


 


2.1.          Organization and Corporate
Power.  The Company is a corporation
duly organized, validly existing and in corporate good standing under the laws
of the State of Delaware.  The Company is
duly qualified to do business as a foreign corporation and is in good standing
under the laws of each jurisdiction in which either the ownership or use of its
assets, or


 


2





















 


the nature of its
activities, requires such qualification, except where failure to be so
qualified would not have a material adverse effect, each such jurisdiction
being set forth in Section 2.1 of Disclosure Schedule.  The Company has all required corporate power
and authority to own its property, to carry on its business as presently conducted
or contemplated to be conducted, and to carry out the transactions contemplated
hereby.  The copies of the Certificate of
Incorporation and By-Laws of the Company, as amended to date, which have been
furnished to the Investors by the Company, are correct and complete.


 


2.2.          Authorization.  This Agreement, the Registration Rights
Agreement dated as of the date of the Closing by and among the Company, the
Investors and the other parties thereto (the “Registration Rights Agreement”),
and any other agreements, instruments or documents entered into at the Closing
by the Company pursuant to this Agreement or the Registration Rights Agreement
(collectively, the “Transaction Documents”) have been duly executed and
delivered by the Company and are the legal, valid and, assuming due execution
and delivery by the other parties hereto and thereto, binding obligations of
the Company, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency, reorganization and moratorium laws and other laws of
general application affecting enforcement of creditors’ rights generally.  The execution, delivery and performance of
each of the Transaction Documents have been duly authorized by all necessary
corporate action of the Company.


 


2.3.          Capitalization.  The entire authorized capital stock of the
Company consists of 20,000,000 shares of Common Stock of which 4,902,140 shares
are issued and outstanding and 2,000,000 shares of preferred stock, of which,
prior to the issuance of the Series A Preferred Stock contemplated in this
Agreement, no shares are issued and outstanding.  The Company holds 733,188 shares of Common
Stock in its treasury and holds no shares of preferred stock in its
treasury.  The Company has authorized the
issuance of 1,600,000 shares of Series A Preferred Stock for issuance to the
Investors pursuant to this Agreement. 
When issued and paid for in accordance with the terms of this Agreement,
the Shares will be duly authorized, validly issued and outstanding, fully paid
and nonassessable.  Upon exercise of the
Warrants, all shares of Common Stock issued to the Investors in accordance with
the terms thereof will be, duly authorized, validly issued, fully paid and
nonassessable. Except as described in Section 2.3 of the Disclosure
Schedule and except for the Warrants and the warrants issued pursuant to the
Abry Warrant Agreement (defined below), there are no outstanding options or
other rights to purchase or acquire from the Company, or exchangeable for or
convertible into, any shares of capital stock. 
The Company has reserved a total of not less than 400,000 shares of its
Common Stock (the “Reserved Employee Shares”) for purchase upon exercise
of options granted or to be granted in the future to employees and consultants
under the Navtech, Inc. 1999 Stock Option Plan (the “Equity Plan”).  Except as provided in this Agreement, the
other Transaction Documents and that certain Warrant Agreement dated as of the
date of the Closing, by and among the Company, Abry Mezzanine Partners, L.P.
and the other parties thereto (the “Abry Warrant Agreement”), there are
no preemptive rights with respect to the issuance or sale by the Company of the
Securities.  Except as provided in this
Agreement, the Certificate of Designation or as imposed by applicable securities
laws, upon the Closing there will be no restrictions on the


 


3





















 


transfer or voting of any
shares of the Series A Preferred Stock or Common Stock other than restrictions
on transfer necessary to preserve the exemptions pursuant to which such
securities were issued without registration under applicable securities
laws.  Other than as set forth in the
Registration Rights Agreement, there are no existing rights with respect to
registration under the Securities Act of 1933, as amended (the “1933 Act”)
of any of the Company’s securities.  The
Company has not violated the 1933 Act or any state Blue Sky or securities laws
in connection with the issuance of any of its securities.


 


2.4.          Subsidiaries.


 


(a)           Section
2.4 of the Disclosure Schedule contains a list of all subsidiaries of the
Company (the “Subsidiaries”). 
Except for the Subsidiaries, the Company does not (i) own of record or
beneficially, directly or indirectly, (A) any shares of capital stock or
securities convertible into capital stock of any other corporation or
(B) any participating interest in any partnership, joint venture or other
non-corporate business enterprise, or (C) any assets comprising the business or
obligations of any other corporation, partnership, joint venture or other
non-corporate business enterprise or (ii) control, directly or indirectly, any
other entity.


 


(b)           Each of
the Subsidiaries is a corporation duly incorporated, validly existing and in
good standing under the laws of its respective jurisdiction of incorporation
and is duly licensed or qualified to transact business as a foreign corporation
and is in good standing in each jurisdiction in which the nature of the
business transacted by it or the character of the properties owned or leased by
it requires such licensing or qualification. 
Each of the Subsidiaries has the corporate power and authority to own
and hold its properties and to carry on its business as now conducted and as
proposed to be conducted.  All of the
outstanding shares of capital stock of each of the Subsidiaries are owned
beneficially and of record by the Company, one of its other wholly owned
Subsidiaries, or any combination of the Company and/or one or more of its other
wholly owned Subsidiaries, all as specified in Section 2.4 of the
Disclosure Schedule, in each case free and clear of any liens, charges,
restrictions, claims or encumbrances of any nature whatsoever, except for those
disclosed in Section 2.4 of the Disclosure Schedule; and, except as
disclosed in Section 2.4 of the Disclosure Schedule, there are no
outstanding subscriptions, warrants, options, convertible securities, or other
rights (contingent or other) pursuant to which any of the Subsidiaries is or
may become obligated to issue any shares of its capital stock to any person
other than the Company or one of the other Subsidiaries.


 


2.5.          Financial Information.  The unaudited financial statements of the
Company as of and for the quarter ended July 31, 2005 and the unaudited
consolidated balance sheet of the Company at July 31, 2005, included in the
Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31,
2005, present fairly the financial position of the Company as of the dates
thereof and the results of operations for the period covered thereby (subject,
in the


 


4





















 


case of such unaudited
financial statements, to normal year-end audit adjustments) and have been
prepared in accordance with generally accepted accounting principles consistently
applied, except for the absence of notes not customarily included in such
statements (the “Financial Statements”). 
The Company does not have, reasonable grounds to know of, any material
liability, contingent or otherwise, not adequately reflected in or reserved
against in the aforesaid financial statements or in the notes thereto.


 


2.6.          Absence of Undisclosed Liabilities.  Except as and to the extent set forth in the
Company’s financial statements contained in its Annual Report on Form 10-K for
the fiscal year ended October 31, 2004 and its Quarterly Reports on Form 10-Q
for the fiscal quarters ended January 31, 2005, April 30, 2005 and July 31,
2005 or occurring in the ordinary course of business since the date of such
financial statements, neither the Company nor any of its Subsidiaries has any material
accrued or contingent liability arising out of any transaction or state of
facts existing on or prior to the date hereof.


 


2.7.          Absence of Certain Developments.  Since October 31, 2003, there
has been no (a) declaration, setting aside or payment of any dividend or
other distribution with respect to the capital stock of the Company or any of
its Subsidiaries, (b) loss, destruction or damage to any material property of
the Company or any of its Subsidiaries, whether or not insured, (c) labor
trouble involving the Company or any of its Subsidiaries or any material change
in any of their respective personnel (except for the resignation of the Company’s
Vice President of Sales and Business Development effective on November 18, 2005)
or the terms and conditions of employment, (d) waiver of any valuable right by
the Company or any of its Subsidiaries (e) loan or extension of credit to any
officer or employee of the Company or any of its Subsidiaries other than in
connection with the Company’s normal payroll practices in the ordinary course
of business, or (f) acquisition or disposition of any assets by the Company or
any of its Subsidiaries (or any contract or arrangement therefor) in excess of $10,000,000 or any other material transaction by the Company or any of
its Subsidiaries otherwise than for fair value in the ordinary course of
business.  Since July 31, 2005, there has
been no material adverse change in the condition, financial or otherwise, of
the Company and its Subsidiaries, taken as a whole, or, to the Company’s
knowledge, EAG or in the assets, liabilities, properties, business, operations
or prospects of the Company and its Subsidiaries, taken as a whole, or to the
Company’s knowledge, EAG (a “Material Adverse Change”).


 


2.8.          Title to Properties.  Other than (a) any lien in respect of current
taxes not yet due and payable and (b) possible minor liens and encumbrances
which do not in any case materially detract from the value of the property subject
thereto or materially impair the operations of the Company or any of its
Subsidiaries, and which have arisen in the ordinary course of business and
shall be removed within a reasonable period, the Company and each of its
Subsidiaries has good and marketable title or leasehold title to all properties
and assets necessary to their respective businesses as presently conducted and
to all of their respective properties and assets, free and clear of all
mortgages, security interests, liens, restrictions or encumbrances.  All machinery and equipment included in such
properties which is necessary to the business of the


 


5





















 


Company or any of its
Subsidiaries is in good condition and repair except for reasonable wear and
tear, and all leases of real or personal property to which the Company or any
of its Subsidiaries is a party are fully effective and afford the Company and
its Subsidiaries peaceful and undisturbed possession of the subject matter of
the lease.  Neither the Company nor any
of its Subsidiaries is in material violation of any zoning, building or safety
ordinance, regulation or requirement or other law or regulation applicable to
the operation of owned or leased properties likely to impede the normal operation
of the business of the Company or any of its Subsidiaries, and neither the
Company nor any of its Subsidiaries has received any written notice of
violation with which it has not complied.


 


2.9.          Tax Matters. 
There are no federal, state, county, local or foreign taxes due and
payable by the Company or any of its Subsidiaries that have not been paid.  Except as set forth on Section 2.9 of
the Disclosure Schedule, there have been no examinations or audits of any tax
returns or reports by any applicable federal, state, local or foreign
governmental agency.    The Company and each of its Subsidiaries has
duly filed all federal, state, county, local and foreign tax returns required
to have been filed by it and there are in effect no waivers of applicable statutes
of limitations with respect to taxes for any year.


 


2.10.        Contracts and Commitments.  The Company’s Annual Report on Form 10-K for
the fiscal year ended October 31, 2004 and its Quarterly Reports on Form 10-Q
for the fiscal quarters ended January 31, 2005, April 30, 2005 and July 31,
2005 include each material contract, obligation or commitment of the Company and
each of its Subsidiaries, and any material employment contracts (excluding any
statutory employment arrangements required by law), stock redemption or
purchase agreements, financing agreements, distribution right agreements,
royalty agreements, licenses under which the Company or any of its Subsidiaries
is licensee or licensor, leases of real property, pension, profit-sharing,
retirement or stock option plans, agreements limiting competition or the
conduct of business, agreements which by their terms expire one year or more
after the date hereof, or any material agreements not made in the ordinary
course of business.


 


2.11.        No Defaults. 
Neither the Company nor any of its Subsidiaries is in material default
(a) under its Certificate of Incorporation or its By-laws or any note,
indenture, mortgage, lease, agreement, contract, purchase order or other
instrument, document or agreement to which it is a party or (b) with respect to
any order, writ, injunction or decree of any court or any federal, state,
municipal or other governmental department, commission, board, bureau, agency
or instrumentality, domestic or foreign, that specifically names the Company or
any of its Subsidiaries.  To the best of
the Company’s knowledge, there exists no condition, event or act which after
notice, lapse of time, or both, would constitute a default by the Company or
any of its Subsidiaries under any of the foregoing.  To the best of the Company’s knowledge, no
third party is in default under any agreement, contract or other instrument,
document, or agreement to which the Company or any of its Subsidiaries is a
party, which default would have a material adverse effect on the assets of the
Company or any of its Subsidiaries or the business of the Company or any of its
Subsidiaries, as presently conducted or proposed to be conducted.


 


6





















 


2.12.        Intellectual Property.


 


(a)           Except as
listed in Section 2.12(a) of the Disclosure Schedule, the Company and
each of its Subsidiaries owns, free and clear of any mortgage, pledge, security
interest, encumbrance or other lien, or has the valid right to use all
Intellectual Property (as defined below) used by it in its business as
currently conducted or as proposed to be conducted.  To the best of the Company’s knowledge, no
other person or entity (other than licensors of software that is generally
commercially available and non-exclusive licensees of the Company’s or any of
its Subsidiaries’ Intellectual Property in the ordinary course of the Company’s
or any of its Subsidiaries’ business) has any rights to nor is claiming any
rights to any of the Intellectual Property owned or used by the Company or any
of its Subsidiaries, and, to the Company’s knowledge, no other person or entity
is infringing, violating or misappropriating any of the Intellectual Property used
by the Company or any of its Subsidiaries. 
For purposes of this Agreement, “Intellectual Property” means all
(i) patents and patent applications, (ii) copyrights and registrations thereof,
(iii) mask works and registrations and applications for registration thereof,
(iv) computer software, data and documentation, (v) trade secrets and
confidential business information, whether patentable or unpatentable and
whether or not reduced to practice, know-how, manufacturing and production
processes and techniques, research and development information and data,
copyrightable works, financial, marketing and business data, pricing and cost
information, business and marketing plans and customer and supplier lists and
information, (vi) trademarks, service marks, trade names, domain names and
applications and registrations therefor and (vii) any exclusive licenses or
other proprietary rights relating to any of the foregoing.


 


(b)           To the
best of the Company’s knowledge, none of the activities or business conducted
by the Company or any of its Subsidiaries or proposed to be conducted by the
Company or any of its Subsidiaries infringes or violates (or in the past
infringed or violated) any Intellectual Property of any other person or
entity.  None of the activities or
business conducted by the Company or any of its Subsidiaries or proposed to be
conducted by the Company or any of its Subsidiaries constitutes an intentional
misappropriation of (or in the past constituted an intentional misappropriation
of) any Intellectual Property of any other person or entity.  Neither the Company nor any of its Subsidiaries
has received any complaint, claim or notice alleging any such infringement,
violation or misappropriation, and to the knowledge of the Company, there is no
basis for any such complaint, claim or notice. 
Section 2.12(b) of the Disclosure Schedule identifies each
(i) patent that has been issued or assigned to the Company or any of its
Subsidiaries with respect to any of its Intellectual Property,
(ii) pending patent applications that the Company or any of its
Subsidiaries has made with respect to any of its Intellectual Property,
(iii) copyright or trademark registration or application with respect to
the Company’s or any of its Subsidiaries’ Intellectual Property, and
(iv) license or other agreements pursuant to which the Company or any of
its Subsidiaries has granted


 


7





















 


any rights to any third party with respect to any of
its Intellectual Property other than in the ordinary course of business.


 


(c)           Section 2.12(c)
of the Disclosure Schedule identifies each agreement with a third party
pursuant to which the Company or any of its Subsidiaries obtains rights to
Intellectual Property (other than software that is generally commercially
available) that is owned by a party other than the Company or any of its Subsidiaries.  Other than license fees for software that is
generally commercially available, neither the Company nor any or any of its
Subsidiaries is obligated to pay any royalties or other compensation to any
third party in respect of its ownership, use or license of any of its
Intellectual Property.


 


(d)           The
Company and each of its Subsidiaries has taken reasonable precautions
(i) to protect its rights in its Intellectual Property and (ii) to
maintain the confidentiality of its trade secrets, know-how and other
confidential Intellectual Property, and, to the best of the Company’s
knowledge, there have been no acts or omissions (other than those made based on
reasonable, good faith business decisions) by the officers, directors,
shareholders and employees of the Company or any of its Subsidiaries the result
of which would be to materially compromise the rights of the Company or any of
its Subsidiaries to apply for or enforce appropriate legal protection of the
Company’s or any of its Subsidiaries’ Intellectual Property.


 


(e)           All of the
Intellectual Property owned by the Company or any of its Subsidiaries has been
created by employees of the Company or its Subsidiaries within the scope of
their employment by the Company or any of its Subsidiaries or by independent
contractors of the Company or any of its Subsidiaries who have executed
agreements expressly assigning all right, title and interest in such
Intellectual Property to the Company or its Subsidiaries, as the case may be.  No portion of the Intellectual Property owned
by the Company or any of its Subsidiaries was jointly developed with any third
party.


 


(f)            Neither the
Company nor any of its Subsidiaries has embedded any open source, copyleft or
community source code in any of its products generally available or in
development, including but not limited to any libraries or code licensed under
any General Public License, Lesser General Public License or similar license
arrangement.


 


2.13.        Effect of Transactions.  The execution, delivery and performance of the
Transaction Documents, the issuance, sale and delivery of the Securities, and
compliance with the provisions hereof and thereof by the Company, do not and
will not, with or without the passage of time or the giving of notice or both,
(a) violate any provision of law, statute, rule or regulation or any ruling,
writ, injunction, order, judgment or decree of any court, administrative agency
or other governmental body’s (b) conflict with, or result in any breach of, any
of the terms, conditions or provisions of, or constitute a default (or give
rise to any right of termination, cancellation or acceleration) under, or
result in the creation of any lien, security interest, charge


 


8





















 


or encumbrance upon any
of the properties or assets of the Company under the Certificate of
Incorporation or By-Laws of the Company or under any note, indenture, mortgage,
lease, agreement, contract, purchase order or other instrument, document or
agreement to which the Company is a party or (c) render the Company insolvent.


 


2.14.        No Governmental Consent or Approval
Required.  Based in part on the
representations made by the Investors in Section 3 of this Agreement,
other than federal or state securities law filings which have been made or
which will be made in a timely manner and other than the filing of the Company’s
Certificate of Designation (which is attached hereto as Exhibit B and
will be filed on or before the date of the Closing), no authorization, consent,
approval or other order of, declaration to, or filing with, any governmental
agency or body is required for or in connection with the valid and lawful
authorization, execution and delivery by the Company of any of the Transaction
Documents for, or in connection with, the valid and lawful authorization,
issuance, sale and delivery of the Shares.


 


2.15.        Litigation. 
There is no claim, action, lawsuit, proceeding, complaint, charge or
investigation pending or, to the best knowledge of the Company, threatened
against the Company which questions the validity of any of the Transaction
Documents or the right of the Company to enter into them or to consummate the
transactions contemplated hereby or thereby, or which might result, either
individually or in the aggregate, in any Material Adverse Change, or any change
in the current equity ownership of the Company, nor is the Company aware that
there is any reasonable basis for the foregoing.  The foregoing includes, without limitation,
actions pending or, to the best knowledge of the Company, threatened, involving
the prior employment of any of the employees of the Company or any of its
Subsidiaries, their use in connection with the business of the Company or any
of its Subsidiaries of any information, creations or techniques allegedly proprietary
to any of their former employers or other Persons or entities, or their
obligations under any agreements with prior employers or other Persons or
entities.  Neither the Company, the
Subsidiaries nor any of their respective officers or directors, is a party to,
or subject to the provisions of, any order, writ, injunction, judgment or
decree of any court or governmental agency or instrumentality relating to the
Company or any of its Subsidiaries or the business of the Company or any of its
Subsidiaries.  Except as set forth in Section
2.15 of the Disclosure Schedule, there is no action, suit or proceeding by
the Company or any of its Subsidiaries currently pending or which the Company or
any of its Subsidiaries presently intends to initiate.


 


2.16.        Securities Laws.  Assuming that the Investors’ representations
and warranties contained in Section 3 of this Agreement are true and
correct, the offer, issuance and sale by the Company to the Investors of the Securities
are, and will be as of the Closing, exempt from the registration and prospectus
delivery requirements of the 1933 Act, and have been, or will be as of the
Closing, registered or qualified (or are, or will be as of each Closing, exempt
from registration and qualification, subject to the completion of any post-sale
Blue Sky filings, which filings the Company agrees it will complete) under the
registration, permit or qualification requirements of all applicable state Blue
Sky laws.


 


9





















 


2.17.        Business. 
The Company and each of its Subsidiaries has all necessary franchises,
permits, licenses and other rights and privileges necessary to permit it to own
its property and to conduct its present business.  Neither the Company nor any of its
Subsidiaries is in violation of any law, regulation, authorization or order of
any public authority relevant to the ownership of its properties or the
carrying on of its present business which, either individually or in the
aggregate, would result in any Material Adverse Change.


 


2.18.        Brokerage. 
There are no claims for brokerage commissions or finder’s fees or
similar compensation in connection with the transactions contemplated by this
Agreement based on any arrangement made by or on behalf of the Company, and the
Company agrees to indemnify and hold the Investors harmless against any damages
incurred as a result of any such claim.


 


2.19.        Employees. 
There are no controversies or labor troubles pending, or to the best
knowledge of the Company, threatened between it and its employees.  To the best of the Company’s knowledge: (a)
no employee of the Company or any of its Subsidiaries is in violation of any
term of any employment contract, patent or other proprietary information
disclosure agreement or any other contract or agreement relating to the right
of any such employee to be employed by the Company or any of its Subsidiaries,
and the continued employment by the Company and its Subsidiaries of its present
employees will not result in any such violation; (b) except for the resignation
of the Company’s Vice President of Sales and Business Development described in Section
2.7 above, no officer or key employee of the Company or any of its
Subsidiaries has any present intention of terminating his or her employment
therewith nor does the Company or any of its Subsidiaries have any present
intention of terminating any such employment; and (c) the Company and each of
its Subsidiaries has complied in all material respects with all applicable
state, federal and foreign laws and regulations respecting employment and
employment practices, terms and conditions of employment, wages and hours and
other laws related to employment, and there are no arrears in the payments of
wages, withholding or social security taxes, unemployment insurance premiums or
other similar obligations.  Except as
described in Section 2.19 of the Disclosure Schedule, neither the
Company nor any of its Subsidiaries is a party to any agreement with any of its
respective executive officers with respect to such Person’s employment,
including without limitation, non-competition agreements or agreements with
respect to the assignment of proprietary rights with the Company or any third
party.


 


2.20.        Environmental Matters.  The Company and each of its Subsidiaries is
in compliance with all applicable federal, state and local environmental laws
and regulations (the “Environmental Laws”) applicable to the Company and
its Subsidiaries including but not limited to requirements contained in any
permits required pursuant to such Environmental Laws, and there is not now
pending or, to the Company’s knowledge, threatened, any action, suit, lien,
investigation or proceeding against the Company or any of its Subsidiaries in
connection with any past or present noncompliance with such Environmental Laws,
except with respect to non-compliance that is not reasonably expected to
result, either individually or in the aggregate, in


 


10





















 


any Material Adverse Change.  To the Company’s knowledge, no hazardous
materials are present on or about any real property currently or previously
owned or leased by the Company or any of its Subsidiaries.


 


2.21.        Retirement Obligations, etc.  Neither the Company nor any of its
Subsidiaries has a pension, retirement or similar plan or obligation.  Neither the Company nor any of its
Subsidiaries is a party to any collective bargaining agreement and, to the
Company’s knowledge, no organizational efforts are presently being made with
respect to any of its employees.  Section
2.21 of the Disclosure Schedule lists the employee benefit plans of the
Company.


 


2.22.        Transactions with Affiliates.  Except as set forth in the Company’s
financial statements contained in its Annual Report on Form 10-K for the fiscal
year ended October 31, 2004 and its Quarterly Reports for the fiscal quarters
ended January 31, 2005, April 30, 2005 and July 31, 2005 or occurring in
the ordinary course of business since the date of such financial statements, no
stockholder, officer or director of the Company or any of its Subsidiaries nor
any “affiliate” or “associate” of such Persons (as such terms are defined in
the rules and regulations promulgated under the 1933 Act) (herein, a “Related
Party”) is a party to any material agreement with the Company or any of its
Subsidiaries, including, without limitation, any contract, agreement or other
arrangement providing for the rental of real or personal property from, or
otherwise requiring payments to, any Related Party.  No employee of the Company or any of its
Subsidiaries nor any Related Party is materially indebted to the Company or any
of its Subsidiaries and, except for accrued payroll obligations, neither the
Company nor any of its Subsidiaries is indebted to any of its employees or any
Related Party.


 


2.23.        Books and Records.  The minute book of the Company contains
complete and accurate records of all meetings and other corporate actions of
its stockholders, Board of Directors and all committees, if any, appointed by
its Board of Directors.  The stock ledger
of the Company is complete and reflects all issuances, transfers, repurchases
and cancellations of shares of capital stock of such company.  The books of account, ledgers, order books,
records and documents of the Company accurately and completely reflect all
material information relating to its business, the nature, acquisition,
maintenance, location and collection of its assets and the nature of all
transactions giving rise to its obligations and accounts receivable.


 


2.24.        Insurance. 
The Company carries insurance covering its properties and business in
the aggregate amount of $1,000,000 and maintains directors and officers’
liability insurance in the aggregate amount of $2,000,000.


 


2.25.        EAG.  To the
Company’s knowledge, the representations and warranties of SAS AB contained in
Article 2 of the Acquisition Agreement are true and correct as of the date
hereof.


 


11





















 


3.             Representations
and Warranties and other Agreements of the Investors.


 


3.1.          Representations and Warranties.  Each Investor severally and not jointly
hereby represents and warrants as of the date hereof that:


 


(a)           Authorization.  Such Investor has full power and authority to
execute, deliver and perform each of the Transaction Documents and to acquire
the Securities.  Each of the Transaction
Documents constitute the valid and legally binding obligation of such Investor,
enforceable against such Investor in accordance with their respective
terms.  Such Investor is an “accredited
investor” within the meaning of that term as defined in Rule 501(a) promulgated
under the 1933 Act.


 


(b)           Purchase
Entirely for Own Account.  The Securities
will be acquired for investment for such Investor’s own account and not with a
view to the distribution of any part thereof. 
Other than the transfer permitted by the Stockholders’ Agreement, such
Investor does not have any contract, undertaking, agreement or arrangement with
any Person to sell, transfer, or grant participations to such Person or to any
third person, with respect to any of the Securities.


 


(c)           Restricted
Securities.  Such Investor
understands that the Securities may not be sold, transferred, or otherwise
disposed of without registration under the 1933 Act, or an exemption therefrom,
and that in the absence of an effective registration statement covering the Securities
or an available exemption from registration under the 1933 Act, the Securities
must be held indefinitely.  In the
absence of an effective registration statement covering the Securities such
Investor will sell, transfer, or otherwise dispose of the Securities only in a
manner consistent with its representations and agreements set forth herein and
the terms and conditions set forth in the Registration Rights Agreement.


 


(d)           Financial
Condition.  Such Investor’s financial
condition is such that it is able to bear the risk of holding the Securities
for an indefinite period of time and can bear the loss of its entire investment
in its Securities.


 


(e)           Experience.  Such Investor has such knowledge and
experience in financial and business matters and in making high-risk
investments of this type that it is capable of evaluating the merits and risks
of the purchase of the Securities.


 


(f)            Receipt
of Information.  Such Investor has
been furnished access to the business records of the Company and such
additional information and documents as such Investor has requested and has
been afforded an opportunity to ask questions of and receive answers from
representatives of the Company concerning the terms and conditions of this
Agreement, the purchase of the Securities, the Company’s business, operations,
market potential, capitalization, financial condition and prospects, and all
other matters deemed relevant by such Investor.


 


12





















 


(g)           Brokerage.  There are no claims for brokerage commissions
or finder’s fees or similar compensation in connection with the transactions
contemplated by this Agreement based on any arrangement or agreement made by or
on behalf of such Investor, and such Investor agrees to indemnify and hold the
Company and the other Investors harmless against any damages incurred as a
result of any such claims.


 


(h)           Address.  Such Investor has provided the Company with
its true and correct address.


 


3.2.          Legends. 
It is understood that the certificates evidencing the Securities may
bear substantially the following legends:


 


(a)           “These
securities have not been registered under the Securities Act of 1933.  They may not be sold, offered for sale, pledged
or hypothecated in the absence of a registration statement in effect with
respect to the securities under such Act or an exemption from such registration
(including pursuant to Rule 144 or Rule 144A of such Act).”


 


(b)           Any legend
required by the laws of any applicable jurisdiction.


 


3.3.          Confidentiality.  Each of the Investors covenants and agrees
that he, she or it will keep confidential and will not disclose, divulge or use
for any purpose other than to monitor his, her or its investment in the Company
any confidential, proprietary or secret information which such Investor may
obtain from the Company pursuant to financial statements, reports or other
materials submitted by the Company to such Investor pursuant to this Agreement
or any other Transaction Document, or pursuant to visitation or inspection
rights granted hereunder or thereunder (“Confidential Information”).  Notwithstanding the preceding sentence, each
Investor may (a) disclose Confidential Information to the extent required by
law or governmental order or regulation, or when required by a subpoena or
other process, provided that such Investor first gives the Company advance
notice of such disclosure as soon as practicable, (b) disclose Confidential Information
to the extent necessary to enforce this Agreement, (c) disclose Confidential Information
to its attorneys, accountants, consultants and other professionals to the
extent necessary to obtain their services in connection with its investment in
the Company, and (d) disclose Confidential Information as may be required by
any prospective purchaser of any Securities from such Investor, provided that
such prospective purchaser shall first execute a confidentiality and
non-disclosure agreement in form acceptable to counsel for the Company.  An Investor may also disclose Confidential Information
to any affiliate of such Investor provided that the requirements of this
subsection shall in turn be binding on any such affiliate, or to a partner,
member, shareholder or subsidiary of such Investor, and further provided that
such partner, member, shareholder or subsidiary agrees to be bound by the
provisions of this subsection.


 


13





















 


4.             Conditions to the Investors’
Obligations at the Closing.  The
obligations of the Investors under Section 1 of this Agreement to
purchase the Securities at the Closing are subject to the fulfillment on or
before such Closing of each of the following conditions unless waived by the
Investors in accordance with Section 7.5 hereof:


 


4.1.          Representations and Warranties of
the Company.  The representations and
warranties of the Company contained in Section 2 shall be true and
correct on and as of the date of the Closing.


 


4.2.          Performance. 
The Company shall have performed and complied with all agreements,
obligations and conditions contained in this Agreement that are required to be
performed or complied with by it on or before the Closing.


 


4.3.          Compliance Certificate.  The President and Chief Executive Officer of
the Company shall deliver to the Investors at the  Closing a certificate certifying that the
conditions specified in this Section 4 have been fulfilled.


 


4.4.          Certificate of Incorporation.  On or prior to the Closing, the Company shall
have filed with the Secretary of State of the State of Delaware the Certificate
of Designation in the form attached hereto as Exhibit B which shall
continue to be in full force and effect as of the Closing.


 


4.5.          Qualifications.  All authorizations, approvals, consents or
permits, if any, of any governmental authority or regulatory body of the United
States or of any state or of any third party that are required in connection
with the lawful issuance and sale of the Securities to the Investors pursuant
to this Agreement or that are necessary in connection with the execution of
this Agreement shall have been duly obtained and shall be effective on and as
of the Closing other than those which are not required to be obtained before the
Closing, which will be obtained in a timely manner after the Closing.


 


4.6.          Proceedings
and Documents.  All corporate and
other proceedings in connection with the transactions contemplated at the
Closing and all documents incident thereto shall be reasonably satisfactory in
form and substance to the Investors and the Investors’ special counsel, and
they shall have received all such counterpart original and certified or other
copies of such documents as they may reasonably request.


 


4.7.          Other Agreements.  On or prior to the Closing, the Registration
Rights Agreement substantially in the form of Exhibit D attached hereto shall have been executed and delivered by
the parties thereto, which shall continue to be in full force and effect as of the
Closing.


 


14





















 


4.8.          Opinion of Counsel.  The Investors shall have received from Choate,
Hall & Stewart LLP, counsel for the Company, an opinion dated as of the
Closing in substantially the form attached hereto as Exhibit E.


 


4.9.          Secretary’s Certificate.  The Secretary of the Company shall deliver to
the Investors purchasing the Securities at the Closing a Certificate, dated as
of the Closing, certifying:  (a) that
attached thereto is a true and complete copy of the By-Laws of the Company as
in effect on the date of such certification; (b) that attached thereto is a
true and complete copy of all resolutions adopted by the Board of Directors of
the Company authorizing the execution, delivery and performance of each of the
Transaction Documents, the issuance, sale and delivery of the Securities and
that all such resolutions are in full force and effect and are all the
resolutions adopted in connection with the transactions contemplated by the
Transaction Documents; (c) that attached thereto is a true and complete copy of
the Certificate of Designation as in effect on the date of such certification;
and (d) to the incumbency and specimen signature of certain officers of the
Company.


 


4.10.        Reservation of Conversion Shares
and Warrant Shares.  The shares of
Common Stock (a) issuable upon conversion of Series A Preferred Stock shall
have been duly authorized and reserved for issuance upon such conversion, and
(b) issuable upon the exercise of the Warrant shall have been duly authorized
are reserved for issuance upon such exercise.


 


4.11.        Fees of Investors’ Counsel.  The Company shall have paid the fees and
disbursements of Investors’ counsel invoiced at the Closing and the reasonable
out-of pocket expenses incurred by the Investors in connection with the
transactions contemplated by this Agreement, which in the aggregate shall not
exceed $75,000.


 


4.12.        Purchase by Other Investors.  Each Investor shall have purchased and paid
for the Securities to be purchased by it, as set forth on Exhibit A
hereto, on or before the date of the Closing.


 


4.13.        Consummation of the EAG Acquisition.  The conditions set forth in the Securities
Purchase Agreement dated as of the date hereof by and between the Company and
SAS AB (the “Acquisition Agreement”) shall have been satisfied and the
Company shall have consummated the acquisition of EAG on terms set forth in the
Acquisition Agreement.


 


4.14.        Board of Directors.  Michael Jakobowski and Andrew M. Snyder shall
have been appointed to serve on the Company’s Board of Directors.


 


5.             Conditions to the Company’s
Obligations at the Closing.  The
obligations of the Company under Section 1 of this Agreement are subject
to the fulfillment on or before the Closing of each of the following conditions
unless waived by the Company.


 


15





















 


5.1.          Representations
and Warranties.  The representations
and warranties of the Investors contained in Section 3 shall be true and
correct on and as of the date of the Closing.


 


5.2.          Payment of Purchase Price.  The Investors shall have delivered payment of
the aggregate purchase price of the Securities to be purchased by them at the
Closing as set forth in Section 1.


 


5.3.          Other Agreements.  On or prior to the Closing the Registration
Rights Agreement substantially in the form of Exhibit D attached hereto shall have been executed and delivered by
the Investors, and the other parties thereto.


 


5.4.          Proceedings and Documents.  All corporate and other proceedings in
connection with the transactions contemplated at the Closing and all documents
incident thereto shall be reasonably satisfactory in form and substance to the
Company and the Company’s counsel, and they shall have received all such
counterpart original and certified or other copies of such documents as they
may reasonably request.


 


5.5.          Consummation of the EAG Acquisition.  The conditions set forth in the Acquisition
Agreement shall have been satisfied and the Company shall have consummated the
acquisition of EAG on terms set forth in the Acquisition Agreement.


 


5.6.          Qualifications.  All authorizations, approvals, consents or
permits, if any, of any governmental authority or regulatory body of the United
States or of any state or of any third party that are required in connection
with the lawful issuance and sale of the Securities to the Investors pursuant
to this Agreement or that are necessary in connection with the execution of
this Agreement shall have been duly obtained and shall be effective on and as
of the Closing other than those which are not required to be obtained before
the Closing, which will be obtained in a timely manner after the Closing.


 


6.             Preemptive Right of Purchase.


 


6.1.          Grant.  For
so long as an Investor shall hold Series A Preferred Stock, the Company hereby
grants to each such Investor, the right to purchase all or part of such
Investor’s pro rata share of New Securities (as defined below) which the
Company, from time to time, proposes to sell and issue.  An Investor’s pro  rata share,
for purposes of this purchase right, is the ratio of the number of Investors’
Common Shares (as defined below) which such Investor owns or has the right to
acquire from the Company to the total number of shares of Common Stock then
outstanding, on a fully diluted and as converted basis.


 


6.2.          Preemptive Right Definitions.  For the purpose of this Section 6, the term “Investors’
Common Shares” shall mean the Common Stock issued or issuable to the Investors upon
the Conversion of the Series A Preferred Stock and the term “New Securities”
shall mean any capital stock of the Company whether now authorized or not, and
rights, options or warrants


 


16





















 


to purchase capital
stock, and securities that in any way rank senior to the Common Stock; provided
that the term “New Securities” does not include Series A Preferred Stock.


 


6.3.          Notice.  In
the event the Company proposes to undertake an issuance of New Securities, it
shall give each Investor written notice of its intention, describing the type
of New Securities and the price and the terms upon which the Company proposes
to issue the same.  Each Investor shall
have 20 business days from the date of receipt of any such notice to agree to
purchase up to the Investor’s pro rata share of such New Securities for the
price and upon the terms specified in the notice by giving written notice to
the Company and stating therein the quantity of New Securities to be purchased.


 


6.4.          Sale.  In the
event any Investor fails to exercise in full such Investor’s purchase right,
the Company shall have 90 days thereafter to sell the New Securities with
respect to which such Investor’s option was not exercised, at a price and upon
terms no more favorable to the purchasers thereof than specified in the Company’s
notice.  To the extent the Company does
not sell all the New Securities offered within said (90) day period, the
Company shall not thereafter issue or sell such New Securities without first
again offering such securities to each Investor in the manner provided above.


 


6.5.          Limitation. 
The Company shall not have any obligation under this Section 6 to any
Person that is not an “accredited investor”, as such term is used in Regulation
D under the Securities Act of 1933, as amended.


 


6.6.          Transfer. 
Each Investor shall have the right to assign its rights to purchase all
or any New Securities hereunder to an Affiliate, provided that such investor
has transferred its Series A Preferred Stock to such Affiliate pursuant to and
in accordance with the terms of Section 7.11 of this Agreement.


 


6.7.          Retrospective Effect of
Preemptive Right of Purchase.  The
Company may proceed with the issuance of New Securities without first following
procedures in Section 6.1 through Section 6.5 above, provided,
that (i) the purchaser of such New Securities agrees in writing to take such
New Securities subject to the provisions of this Section 6.7, and (ii)
within ten (10) days following the issuance of such New Securities, the Company
undertakes steps substantially similar to those in Section 6.1 through Section
6.5 above to offer to all Investors the right to purchase from the Company
a pro  rata portion of such New Securities or equivalent at the
same price and terms applicable to the purchaser’s purchase thereof so as to
achieve substantially the same effect from a dilution protection standpoint as
if the procedures set forth in Section 6.1 through Section 6.5
have been followed prior to the issuance of such New Securities.


 


7.             Miscellaneous.


 


7.1.          Certain Defined Terms.  As used in this Agreement, the term “Person”
shall mean an individual, corporation, trust, partnership, limited liability
company, joint venture,


 


17





















 


unincorporated
organization, government agency or any agency or political subdivision thereof,
or other entity, and the terms “knowledge,” “known,” “awareness,” “aware,” and
similar expressions, when used with reference to the Company, refer to the
actual knowledge or awareness of David Strucke and Gordon Heard.  As used in this Agreement, each of the
following terms is defined in the Section of this Agreement indicated below:


 




	
  Defined Term

  	
   

  	
  Section

  	
   

  
	
  1933 Act

  	
   

  	
  Section 2.3

  	
   

  
	
  Abry Warrant Agreement

  	
   

  	
  Section 2.3

  	
   

  
	
  Additional Agreements

  	
   

  	
  Section 7.9

  	
   

  
	
  Affiliate

  	
   

  	
  Section 7.11

  	
   

  
	
  Aggregate Purchase Price

  	
   

  	
  Section 1.4

  	
   

  
	
  Agreement

  	
   

  	
  Preamble

  	
   

  
	
  Certificate of Designation

  	
   

  	
  Section 1.1

  	
   

  
	
  Closing

  	
   

  	
  Section 1.4

  	
   

  
	
  Common Stock

  	
   

  	
  Section 1.2

  	
   

  
	
  Company

  	
   

  	
  Preamble

  	
   

  
	
  Confidential Information

  	
   

  	
  Section 3.3

  	
   

  
	
  Converted Shares

  	
   

  	
  Section 1.3

  	
   

  
	
  Disclosure Schedule

  	
   

  	
  Section 2

  	
   

  
	
  EAG

  	
   

  	
  Section 1.5

  	
   

  
	
  Environmental Laws

  	
   

  	
  Section 2.20

  	
   

  
	
  Equity Plan

  	
   

  	
  Section 2.3

  	
   

  
	
  Financial Statements

  	
   

  	
  Section 2.5

  	
   

  
	
  Intellectual Property

  	
   

  	
  Section 2.12(a)

  	
   

  
	
  Investor/Investors

  	
   

  	
  Preamble

  	
   

  
	
  Investors’ Common Shares

  	
   

  	
  Section 6.2

  	
   

  
	
  Material Adverse Change

  	
   

  	
  Section 2.7

  	
   

  
	
  New Securities

  	
   

  	
  Section 6.2

  	
   

  
	
  Permitted Transfer

  	
   

  	
  Section 7.11

  	
   

  
	
  Person

  	
   

  	
  Section 7.1

  	
   

  
	
  Related Party

  	
   

  	
  Section 2.22

  	
   

  
	
  Registration Rights Agreement

  	
   

  	
  Section 2.2

  	
   

  
	
  Reserved Employee Shares

  	
   

  	
  Section 2.3

  	
   

  
	
  Securities

  	
   

  	
  Section 1.3

  	
   

  
	
  Series A Preferred Stock

  	
   

  	
  Section 1.1

  	
   

  
	
  Shares

  	
   

  	
  Section 1.3

  	
   

  
	
  Subsidiaries

  	
   

  	
  Section 2.4

  	
   

  
	
  Transaction Documents

  	
   

  	
  Section 2.2

  	
   

  
	
  Warrants

  	
   

  	
  Section 1.2

  	
   

  






 


18





















 


7.2.          Survival of Covenants;
Assignability of Rights.  All
covenants, agreements, representations and warranties of the Company made
herein and in the certificates, lists, exhibits, schedules or other written
information delivered or furnished to any Investor in connection with the Closing
shall be deemed material and to have been relied upon by such Investor, and,
except as provided otherwise in this Agreement, shall survive the delivery of
the Securities, and shall bind the Company’s successors and assigns, whether so
expressed or not.


 


7.3.          Incorporation by Reference.  All exhibits and schedules appended to this
Agreement are herein incorporated by reference and made a part hereof.


 


7.4.          Parties in Interest.  All covenants, agreements, representations,
warranties and undertakings in this Agreement made by and on behalf of any of
the parties hereto shall bind and inure to the benefit of the respective
successors and permitted assigns of the parties hereto and to permitted
transferees of the Securities whether so expressed or not.


 


7.5.          Amendments and Waivers.  Except as set forth in this Agreement,
changes in or additions to this Agreement may be made, or compliance with any
term, covenant, agreement, condition or provision set forth herein may be
omitted or waived (either generally or in a particular instance and either
retroactively or prospectively) upon the written consent of the Company and the
holders of two-thirds (2/3) of the shares of Series A Preferred Stock sold
hereunder and any shares of Common Stock into which any shares of Series A
Preferred Stock have been converted, acting or voting together as a single
class; provided, however, that no Investor shall, without its
consent, be materially adversely affected by any amendment, change or waiver in
which the other Investors are not likewise adversely affected.


 


7.6.          Governing Law.  This Agreement shall be deemed a contract
made under the laws of the State of Delaware (excluding choice-of-law
provisions) and, together with the rights and obligations of the parties
hereunder, shall be construed under and governed by the laws of such state.


 


7.7.          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


 


19





















 


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


 


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 Investor at its address set out on Exhibit
A hereto, and with respect to Cambridge Information Group, Inc., with a
copy 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 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.


 


7.8.          Effect of Headings.  The section and paragraph headings herein are
for convenience only and shall not affect the construction hereof.


 


7.9.          Entire Agreement.  This Agreement and the Exhibits and Schedules
hereto together with any other agreement referred to herein (the “Additional
Agreements”) constitute the entire agreement among the Company and the
Investors with respect to the subject matter hereof.  This Agreement and such Additional Agreements
supersede all prior understandings and agreements between the parties, whether
written or oral, with respect to the Securities purchased hereunder and the
subject matter hereof.


 


20





















 


7.10.        Severability. 
In case any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision of this Agreement and such invalid, illegal and unenforceable
provision shall be reformed and construed so that it will be valid, legal, and
enforceable to the maximum extent permitted by law.


 


7.11.        Restrictions on Transfer.  Until November 22, 2006, no
Investor shall sell, assign, transfer, pledge, hypothecate, mortgage or dispose
of, by gift or otherwise, or in any way encumber, any Securities owned by such
Series A Investor other than in a Permitted Transfer.  Any attempted sale, assignment, transfer,
pledge, hypothecation, mortgage, disposition or encumbrance of any Securities
other than in accordance with this Agreement shall be null and void and the
Company shall not (i) recognize any such sale, assignment, transfer,
pledge, hypothecation, mortgage, disposition or encumbrance or (ii) reflect
in its stock register any change in registered ownership pursuant thereto.  For the purposes of this Section 7.11,
the following terms shall have the following meanings:


 


“Affiliate” means, (i) with respect to any
Person, any Person which, directly or indirectly, controls, is controlled by or
is under common control with such Person, including, without limitation, any
member,  partner or employee of such
Person and any venture capital fund now or hereafter existing which is
controlled by or under common control with one or more members or general
partners of such Person and (ii) with respect to any natural person, such
person’s spouse, parent, parent-in-law, sibling, child, step-child, grandchild,
niece or nephew, the issue and spouses of any of the foregoing and any trust
for the benefit of any of the foregoing.


 


“Permitted Transfer” means any assignment,
transfer, pledge, hypothecation, mortgage, disposition or encumbrance of any Securities
owned by an Investor to an Affiliate of such Investor, provided that
such Affiliate is a Person to whom securities of the Company may lawfully be
transferred pursuant to exemptions from applicable federal and state securities
laws (with the burden of proving availability of such exemptions to be on the
Person proposing such transfer of such Securities (or of rights to acquire such
securities)).


 


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


 


[Remainder of Page Intentionally Left Blank.]


 


21





















 


IN WITNESS
WHEREOF, the Company and the Investors have executed this Series A Convertible Participating
Preferred Stock and Warrant 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 STOCK PURCHASE AGREEMENT]


 





















 


SERIES A INVESTOR:


 


	
   

  	
  CAMBRIDGE INFORMATION GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Andrew M. Snyder

  
	
   

  	
   

  	
  Title: President

  



 





















 


SERIES A INVESTOR:


 


	
   

  	
  EXTERNALIS S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Alain Mallart

  
	
   

  	
   

  	
  Title: Administrateur delegue

  



 





















 


Exhibit A


 


INVESTORS


 


	
  Investors

  	
   

  	
  Total Series A Preferred

  Stock # of Shares

  	
   

  	
  

  Total #

  of Warrants

  	
   

  	
  Price

  Per Share of Series A Preferred Stock

  	
   

  	
  Aggregate

  Purchase Price

  	
   

  	
  % Ownership of 

  the Company on 

  a fully-diluted
 basis

  	
   

  
	
  Cambridge Information
  Group, Inc.

  7200 Wisconsin Ave, Suite 601

  Bethesda, MD 20814

  	
   

  	
  1,200,000

  	
   

  	
  75,000

  	
   

  	
  $

  	
  2.50

  	
   

  	
  $

  	
  3,000,000

  	
   

  	
  30.2

  	
  %

  
	
  Externalis S.A.

  38 Avenue des Klauwaerts

  1050 Brussels Belgium

  	
   

  	
  400,000

  	
   

  	
  25,000

  	
   

  	
  $

  	
  2.50

  	
   

  	
  $

  	
  1,000,000

  	
   

  	
  15.3

  	
  %

  



 





















 


Exhibit B


 


Form of Certificate
of Designation


 





















 


Exhibit C


 


Form of Warrant


 





















 


Exhibit D


 


Form of Registration
Rights Agreement


 





















 


Exhibit E


 


Form of Closing
Opinion of Company Counsel