Exhibit 10.12


 


THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.  THE SECURITIES REPRESENTED BY THIS INSTRUMENT
HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE
TO THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD
PURSUANT TO RULE 144 UNDER SAID ACT.


 


THE
TRANSFER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS SUBJECT TO THE
CONDITIONS SPECIFIED IN THE WARRANT AGREEMENT, DATED AS OF NOVEMBER 22,
2005, AMONG THE COMPANY AND THE OTHER PARTIES REFERRED TO THEREIN, AS AMENDED
AND MODIFIED FROM TIME TO TIME, AND THE COMPANY RESERVES THE RIGHT TO REFUSE
THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH
RESPECT TO SUCH TRANSFER.  A COPY OF SUCH
CONDITIONS SHALL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER
HEREOF UPON WRITTEN REQUEST.


 


NAVTECH, INC.


 


STOCK PURCHASE WARRANT


 




	
  Date of
  Issuance: November 22, 2005

  	
   

  	
  Certificate No. W-3

  






 


FOR VALUE RECEIVED, Navtech, Inc., a Delaware
corporation (the “Company”), hereby grants to ABRY MEZZANINE PARTNERS,
L.P. or its registered assigns (the “Registered Holder”) the right to
purchase from the Company 310,791 shares of Warrant Stock (as defined herein)
at a price per share of $0.01 (as adjusted from time to time hereunder, the “Exercise
Price”).  This Warrant is one of
several warrants (collectively, and including any warrant issued pursuant to
the terms hereof or of any other warrant, and all warrants that may be issued,
directly or indirectly, as a replacement for any such warrant, in whole or in
part, the “Warrants”) issued pursuant to the terms of the Warrant
Agreement, dated as of November 22, 2005 (as in effect from time to time,
the “Purchase Agreement”), by and among the Company and the
Purchasers.  Certain capitalized terms
used herein are defined in Section 4.  The amount and


 





















 


kind of securities obtainable pursuant to the rights granted hereunder
and the purchase price for such securities are subject to adjustment pursuant
to the provisions contained in this Warrant.


 


This Warrant is subject to the following provisions:


 


Section 1.                                            Exercise
of Warrant.


 


1A.                             Exercise
Period.


 


The Registered Holder may
exercise, in whole or in part (but not as to a fractional share of Warrant
Stock, unless such exercise is in full), the purchase rights represented by
this Warrant at any time and from time to time after the Date of Issuance to
and including the tenth anniversary of the Date of Issuance (the “Exercise
Period”).  The Company shall give the
Registered Holder written notice of the expiration of the Exercise Period at
least 10 days but not more than 60 days prior to the end of the Exercise
Period.


 


1B.                               Exercise
Procedure.  


 


(i)                                     This
Warrant shall be deemed to have been exercised when the Company has received
all of the following items (the “Exercise Time”):


 


(a)                                  a
completed Exercise Agreement, as described in Section 1C below,
executed by the Person exercising all or part of the purchase rights
represented by this Warrant (the “Purchaser”);


 


(b)                                 this
Warrant;


 


(c)                                  if
this Warrant is not registered in the name of the Purchaser, an Assignment or
Assignments in the form set forth in Exhibit II hereto evidencing
the assignment of this Warrant to the Purchaser, in which case the Registered
Holder shall have complied with the provisions set forth in Section 6
hereof; and


 


(d)                                 either
(1) a check payable to the Company in an amount equal to the product of
the Exercise Price multiplied by the number of shares of Warrant Stock being
purchased upon such exercise (the “Aggregate Exercise Price”), or (2) a
written notice to the Company that the Purchaser is exercising the Warrant (or
a portion thereof) by authorizing the Company to withhold from issuance a
number of shares of Warrant Stock issuable upon such exercise of the Warrant
which, when multiplied by the Market Price of the Warrant Stock, is equal to
the Aggregate Exercise Price (and such withheld shares shall no longer be
issuable under this Warrant).


 


(ii)                                  Certificates
for shares of Warrant Stock purchased upon exercise of this Warrant shall be
delivered by the Company to the Purchaser within five Business Days after the
date of the Exercise Time.  Unless this
Warrant has expired or all of the purchase rights represented hereby have been
exercised, the Company shall prepare a new Warrant, substantially identical
hereto, representing the rights formerly represented by this Warrant which have
not


 


2





















 


expired or been exercised and shall, within such five-day period,
deliver such new Warrant to the Person designated for delivery in the Exercise
Agreement.


 


(iii)                               The
Warrant Stock issuable upon the exercise of this Warrant shall be deemed to
have been issued to the Purchaser at the Exercise Time, and the Purchaser shall
be deemed for all purposes to have become the record holder of such Warrant
Stock at the Exercise Time.


 


(iv)                              The
issuance of certificates for shares of Warrant Stock upon exercise of this
Warrant shall be made without charge to the Registered Holder or the Purchaser
for any issuance tax in respect thereof or other cost incurred by the Company
in connection with such exercise and the related issuance of shares of Warrant
Stock.  Each share of Warrant Stock
issuable upon exercise of this Warrant shall, upon payment of the Exercise
Price therefor, be fully paid and nonassessable and free from all liens, taxes
and charges with respect to the issuance thereof.


 


(v)                                 The
Company shall not close its books against the transfer of this Warrant or of
any share of Warrant Stock issued or issuable upon the exercise of this Warrant
in any manner which interferes with the timely exercise of this Warrant.  The Company shall from time to time take all
such action as may be necessary to assure that the par value per share of the
unissued Warrant Stock acquirable upon exercise of this Warrant is at all times
equal to or less than the Exercise Price then in effect.


 


(vi)                              The
Company shall assist and cooperate with any Registered Holder or Purchaser
required to make any governmental filings or obtain any governmental approvals
prior to or in connection with any exercise of this Warrant (including making
any filings required to be made by the Company).


 


(vii)                           Notwithstanding
any other provision hereof, if an exercise of this Warrant is to be made in
connection with a registered public offering, the sale of the Company or any
other transaction, such exercise may, at the election of the holder hereof, be
conditioned upon the consummation of the public offering, the sale of the
Company or other transaction, in which case such exercise shall not be deemed
to be effective until the consummation of such transaction.


 


(viii)                        The
Company shall at all times reserve and keep available out of its authorized but
unissued shares of Warrant Stock solely for the purpose of issuance upon the
exercise of the Warrants, such number of shares of Warrant Stock issuable upon
the exercise of all outstanding Warrants. 
The Company shall take all such actions as may be necessary to assure
that all such shares of Warrant Stock may be so issued without violation of any
applicable law or governmental regulation or any requirements of any domestic
securities exchange upon which shares of Warrant Stock may be listed (except
for official notice of issuance which shall be immediately delivered by the
Company upon each such issuance).  The
Company shall not take any action which would cause the number of authorized
but unissued shares of Warrant Stock to be less than the number of such shares
required to be reserved hereunder for issuance upon exercise of the Warrants.


 


3





















 


1C.                               Exercise
Agreement.  Upon any exercise of this
Warrant, the Exercise Agreement shall be substantially in the form set forth in
Exhibit I hereto, except that if the shares of Warrant Stock are not to be
issued in the name of the Person in whose name this Warrant is registered, the
Exercise Agreement shall also state the name of the Person to whom the
certificates for the shares of Warrant Stock are to be issued, and if the
number of shares of Warrant Stock to be issued does not include all the shares
of Warrant Stock purchasable hereunder, it shall also state the name of the
Person to whom a new Warrant for the unexercised portion of the rights
hereunder is to be delivered.  Such
Exercise Agreement shall be dated the actual date of execution thereof.


 


1D.                              Fractional
Shares.  If a fractional share of Warrant
Stock would, but for the provisions of Section 1A, be issuable upon
exercise of the rights represented by this Warrant, the Company shall, within
five Business Days after the date of the Exercise Time, deliver to the
Purchaser a check payable to the Purchaser (or, at the Purchaser’s option,
cash, by wire transfer of immediately available funds to the account specified
by the Purchaser) in lieu of such fractional share in an amount equal to the
difference between the Market Price of such fractional share as of the date of
the Exercise Time and the Exercise Price of such fractional share.


 


Section 2.                                            Adjustment
of Exercise Price and Number of Shares. 
In order to prevent dilution of the rights granted under this Warrant,
the Exercise Price and the number of shares of Warrant Stock obtainable upon
exercise of this Warrant shall be subject to adjustment from time to time as
provided in this Section 2.


 


2A.                             Adjustment
of Exercise Price and Number of Shares upon Issuance of Common Stock.


 


(i)                                     Except
for (a) any shares of Common Stock issued as a dividend or distribution on
the Common Stock to which Section 2C applies, (b) any
securities issued by the Company upon the exercise, conversion or exchange in
accordance with their respective terms of Options or Common Stock Equivalents
outstanding on the date hereof, including, without limitation, the Cambridge
Information Group Preferred Stock (as defined in the Purchase Agreement) issued
on or before the Closing Date or (c) Common Stock and Options to acquire
Common Stock pursuant to options, incentive or compensation plans approved by
the Board of Directors of the Company to employees, directors and independent
contractors in an aggregate amount after the date hereof that does not exceed (i) 1,050,000
shares of Common Stock, whether issued as shares of Common Stock or as Options
to acquire Common Stock, and (ii) 431,000 shares of Common Stock issuable
upon exercise of Options outstanding on the Closing Date (in each case, as
adjusted to reflect any stock split, reverse stock split, stock dividend or
similar event consummated after the date hereof), if and whenever after the
date of the Purchase Agreement the Company issues or sells, or in accordance
with Section 2B is deemed to have issued or sold, any shares of its
Common Stock for a consideration per share less than the Market Price of the Common
Stock determined as of the date of such issue or sale, then immediately upon
such issue or sale the Exercise Price shall be reduced to the Exercise Price
determined by multiplying the Exercise Price in effect immediately prior to
such issue or sale by a fraction, the numerator of which shall be the sum of (1) the
number of shares of Common Stock Deemed Outstanding immediately prior to such
issue or sale multiplied by the Market Price of the


 


4





















 


Common Stock determined as of the date of such issuance or sale, plus (2) the
consideration, if any, received by the Company upon such issue or sale, and the
denominator of which shall be the product derived by multiplying such Market
Price of the Common Stock by the
number of shares of Common Stock Deemed Outstanding immediately after such
issue or sale.


 


(ii)                                  Upon
each such adjustment of the Exercise Price hereunder, the number of shares of
Warrant Stock acquirable upon exercise of this Warrant shall be adjusted to the
number of shares determined by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of shares of Warrant Stock
acquirable upon exercise of this Warrant immediately prior to such adjustment
and dividing the product thereof by the Exercise Price resulting from such
adjustment.


 


2B.                               Effect
on Exercise Price of Certain Events. 
For purposes of determining the adjusted Exercise Price under Section 2A,
the following shall be applicable:


 


(i)                                     Issuance
of Rights or Options.  If the Company
in any manner grants or sells any Options and the price per share for which
Common Stock is issuable upon the exercise of such Options, or upon conversion
or exchange of any Common Stock Equivalents issuable upon exercise of such
Options, is less than the Market Price of the Common Stock determined as of
such time, then the total maximum number of shares of Common Stock issuable
upon the exercise of such Options or upon conversion or exchange of the total
maximum amount of such Common Stock Equivalents issuable upon the exercise of
such Options shall be deemed to be outstanding and to have been issued and sold
by the Company at the time of the granting or sale of such Options for such
price per share.  For purposes of this
paragraph, the “price per share for which Common Stock is issuable” shall be
determined by dividing (A) the total amount, if any, received or
receivable by the Company as consideration for the granting or sale of such
Options, plus the minimum aggregate amount of additional consideration payable
to the Company upon exercise of all such Options, plus in the case of such
Options which relate to Common Stock Equivalents, the minimum aggregate amount
of additional consideration, if any, payable to the Company upon the issuance
or sale of such Common Stock Equivalents and the conversion or exchange
thereof, by (B) the total maximum number of shares of Common Stock
issuable upon the exercise of such Options or upon the conversion or exchange
of all such Common Stock Equivalents issuable upon the exercise of such
Options.  No further adjustment of the
Exercise Price shall be made when Common Stock Equivalents are actually issued
upon the exercise of such Options or when shares of Common Stock are actually
issued upon the exercise of such Options or the conversion or exchange of such
Common Stock Equivalents.


 


(ii)                                  Issuance
of Common Stock Equivalents.  If the
Company in any manner issues or sells any Common Stock Equivalents and the
price per share for which Common Stock is issuable upon conversion or exchange
thereof is less than the Market Price of the Common Stock determined as of such
time, then the maximum number of shares of Common Stock issuable upon
conversion or exchange of such Common Stock Equivalents shall be deemed to be
outstanding and to have been issued and sold by the Company at the time of the
issuance or sale of such Common Stock Equivalents for such price per share.  For the purposes of this paragraph, the “price
per share for which Common Stock is issuable” shall be determined by dividing (A) the
total amount received or receivable by the Company as consideration for the
issue or sale of


 


5





















 


such Common Stock Equivalents, plus the minimum aggregate amount of
additional consideration, if any, payable to the Company upon the conversion or
exchange thereof, by (B) the total maximum number of shares of Common
Stock as applicable, issuable upon the conversion or exchange of all such
Common Stock Equivalents.  No further
adjustment of the Exercise Price shall be made when shares of Common Stock are
actually issued upon the conversion or exchange of such Common Stock
Equivalents, and if any such issue or sale of such Common Stock Equivalents is
made upon exercise of any Options for which adjustments of the Exercise Price
had been or are to be made pursuant to other provisions of this Section 2B,
no further adjustment of the Exercise Price shall be made by reason of such
issue or sale.


 


(iii)                               Change
in Option Price or Conversion Rate. 
If the purchase price provided for in any Options, the additional
consideration, if any, payable upon the conversion or exchange of any Common
Stock Equivalents or the rate at which any Common Stock Equivalents are
convertible into or exchangeable for Common
Stock changes at any time (in each case, other than as a result of
antidilution provisions applicable to such Options or such Common Stock
Equivalents), the applicable Exercise Price in effect at the time of such
change shall be immediately adjusted to such Exercise Price which would have
been in effect at such time had such Options or Common Stock Equivalents still
outstanding provided for such changed purchase price, additional consideration
or conversion rate, as the case may be, at the time initially granted, issued
or sold and the number of shares of Warrant Stock shall be correspondingly
adjusted.  For purposes of this Section 2B,
if the terms of any Option or Convertible Security which was outstanding as of
the Date of Issuance of this Warrant are changed in the manner described in the
immediately preceding sentence, then such Option or Convertible Security and
the Common Stock deemed issuable upon exercise, conversion or exchange thereof
shall be deemed to have been issued as of the date of such change.


 


(iv)                              Calculation
of Consideration Received.  If any Common Stock, Option or Convertible
Security is issued or sold or deemed to have been issued or sold for cash, the
consideration received therefor shall be deemed to be the amount received by
the Company therefor.  If any Common Stock, Option or Convertible
Security is issued or sold for a consideration other than cash, the amount of
the consideration other than cash received by the Company shall be the fair
value of such consideration, except where such consideration consists of
securities, in which case the amount of consideration received by the Company
shall be the Market Price thereof as of the date of receipt.  If any Common Stock, Option or Convertible Security is issued to the
owners of the non-surviving entity in connection with any merger in which the
Company is the surviving corporation, the amount of consideration therefor
shall be deemed to be the fair value of the portion of the net assets of the
non-surviving entity that is attributable to such Common Stock, Option or Convertible Security, as the case may
be.  The fair value of any consideration
or net assets other than cash and securities (and, if applicable, the portions
thereof attributable to any such stock or securities) shall be determined
jointly by the Company and the Majority Holders.  If such parties are unable to reach agreement
within a reasonable period of time, the fair value of such consideration shall
be determined by an independent appraiser experienced in valuing such type of
consideration jointly selected by the Company and the Majority Holders.  The determination of such appraiser shall be
final and binding upon the parties, and the fees and expenses of such appraiser
shall be borne by the Company.  If any
Option is issued in connection with the issue or sale of other securities of
the


 


6





















 


Company, together comprising one integrated transaction, the Option
shall be deemed to have been issued for no consideration, unless otherwise
specified in the documentation for such transaction.


 


(v)                                 Treasury
Shares.  The number of shares of Common Stock outstanding at any given
time shall not include shares owned or held by or for the account of the
Company or any Subsidiary, and the disposition of any shares or other Equity
Security of the Company so owned or held shall be considered an issue or sale
of such shares or Equity Security.


 


(vi)                              Record
Date.  If the Company takes a record
of the holders of Common Stock
for the purpose of entitling them (a) to receive a dividend or other
distribution payable in Common Stock,
Options or in Common Stock Equivalents or (b) to subscribe for or purchase
Common Stock, Options or Common
Stock Equivalents, then such record date shall be deemed to be the date of the
issue or sale of the shares of Common
Stock deemed to have been issued or sold upon the declaration of such
dividend or upon the making of such other distribution or the date of the
granting of such right of subscription or purchase, as the case may be.  If after taking such record the Company shall
have legally abandoned its plan to make or do any of the foregoing (without
having made such issuance), then any adjustment made to any Exercise Price
hereunder as a result of securities having been deemed issued on the date of
such record, shall be recomputed as if such record had not been taken.


 


2C.                               Subdivision
or Combination of Capital Stock.  If
the Company, at any time subdivides (by any stock split, stock dividend,
recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of
shares, the applicable Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced (and any other appropriate actions
shall be taken by the Company) and the number of shares of Warrant Stock
obtainable upon exercise of this Warrant shall be proportionately increased.(1)  If the Company at any time combines (by
reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller number of
shares, the applicable Exercise Price in effect immediately prior to such
combination shall be proportionately increased (and any other appropriate actions
shall be taken by the Company) and the number of shares of Warrant Stock
obtainable upon exercise of this Warrant shall be proportionately decreased.


 


2D.                              Reorganization,
Reclassification, Consolidation, Merger or Sale.  Any recapitalization, reorganization,
reclassification, consolidation, merger, sale of all or substantially all of
the Company’s assets or other transaction, in each case which is effected in
such a manner that the holders of Warrant Stock are entitled to receive (either
directly or upon subsequent liquidation) stock, securities or assets with
respect to or in exchange for Warrant Stock is referred to herein as an “Organic
Change”.  Prior to the consummation of
any Organic Change, the Company shall make appropriate provision (in form and substance
reasonably acceptable to the


 










(1)                                  For
the avoidance of doubt, if the Company engages in a 2-for-1 stock split, the
Exercise Price for the Warrant Stock will be reduced to one-half of the
Exercise Price in effect immediately prior to such stock split, and the
aggregate number of shares of Warrant Stock issuable upon exercise of this
Warrant will be increased to two times the number of shares of Warrant Stock
issuable upon exercise of this Warrant immediately prior to such stock split.


 


7





















 


Majority Holders) to insure that each of the Registered Holders of
Warrants shall thereafter have the right to acquire and receive, in lieu of or
in addition to (as the case may be) the shares of Warrant Stock immediately
theretofore acquirable and receivable upon the exercise of such holder’s
Warrant, such shares of stock, securities or assets as such holder would have
been issued or payable in such Organic Change (if such holder had exercised its
Warrant immediately prior to such Organic Change) with respect to or in
exchange for the number of shares of Warrant Stock immediately theretofore
acquirable and receivable upon exercise of such holder’s Warrant had such
Organic Change not taken place.  In each
such case, the Company shall also make appropriate provisions (in form and
substance reasonably acceptable to the Majority Holders) to insure that the
provisions of this Section 2 and Section 3 hereof shall
thereafter be applicable to the Warrants. 
The Company shall not effect any such consolidation, merger or sale,
unless prior to the consummation thereof, the successor entity (if other than
the Company) resulting from consolidation or merger or the entity purchasing
such assets assumes by written instrument (in form and substance reasonably
acceptable to the Majority Holders) the obligation to deliver to each such
holder such shares of stock, securities or assets as, in accordance with the
foregoing provisions, such holder may be entitled to acquire. 


 


2E.                                Notices.


 


(i)                                     Immediately
upon any adjustment of the Exercise Price, the Company shall give written
notice thereof to all Registered Holders of Warrants, setting forth in
reasonable detail and certifying the calculation of such adjustment.


 


(ii)                                  The
Company shall also give written notice to all Registered Holders of Warrants at
least twenty (20) days prior to the date on which any Organic Change or Change
of Control shall take place.


 


Section 3.                                            Dividends.  If the Company declares or pays a dividend or
other distribution upon any share of Common Stock, except for a stock dividend
payable in shares of Common Stock (a “Dividend”), then the amount of
such dividend or distribution for such share of Common Stock that would have
been payable on each Warrant Share issuable upon exercise of this Warrant had
such Warrant Share been outstanding at such time shall instead accrue (without
interest) and shall be paid by the Company to the Registered Holder only upon
exercise of this Warrant for such share of Common Stock.


 


Section 4.                                            Definitions.  The following terms have meanings set forth
below:


 


“Business Day”
means any day other than a Saturday, Sunday, or any day on which banks in State
of New York, the State of California or the Commonwealth of Massachusetts are
authorized or obligated by applicable law to close.


 


“Closing” has the
meaning set forth in the Purchase Agreement.


 


“Common Stock Deemed
Outstanding” means, at any given time, the number of shares of Common Stock
actually outstanding at such time, plus the number of shares of Common Stock
issuable upon the exercise, conversion or exchange of Options or Common


 


8





















 


Stock Equivalents (excluding Options or Common Stock Equivalents that
are not then at or in the money).


 


“Common Stock Equivalents” means any stock or
securities (directly or indirectly) convertible into or exchangeable for Common Stock.


 


“Majority Holders” means holders of Warrants
representing a majority of the Warrant Stock purchasable upon exercise of all
Warrants then outstanding.


 


“Market Price” means as to any security the
average of the closing prices of such security’s sales on all securities
exchanges on which such security may at the time be listed, or, if there have
been no sales on any such exchange on any day, the average of the highest bid
and lowest asked prices on all such exchanges at the end of such day, or, if on
any day such security is not so listed, the average of the representative bid
and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York
time, on such day, or, if on any day such security is not quoted in the NASDAQ
System, the average of the highest bid and lowest asked prices on such day in
the domestic over-the-counter market as reported by the National Quotation
Bureau, Incorporated, or any similar successor organization, in each such case (i) averaged
over a period of 20 days consisting of the day as of which “Market Price” is
being determined and the 19 consecutive Business Days prior to such day, and (ii) averaged
on a volume-weighted basis based on the trading volume for each such Business
Day.  If at any time such security is not
listed on any securities exchange or quoted in the NASDAQ System or the
over-the-counter market, the “Market Price” shall be the fair value thereof
determined in good faith by the Board of Directors.


 


“Options” means any rights or options to
subscribe for or purchase Common Stock
or Common Stock Equivalents.


 


“Warrant Stock” means Common Stock; provided that if there is a change such that the securities
issuable upon exercise of the Warrants are issued by an entity other than the
Company or there is a change in the type or class of securities so issuable,
then the term “Warrant Stock” shall mean one share of the security issuable
upon exercise of the Warrants if such security is issuable in shares, or shall
mean the smallest unit in which such security is issuable if such security is
not issuable in shares.


 


Other capitalized terms used in this Warrant but not
defined herein shall have the meanings set forth in the Purchase Agreement.


 


Section 5.                                            No
Voting Rights; Limitations of Liability. 
This Warrant shall not entitle the holder hereof to any voting rights or
other rights as a stockholder of the Company. 
No provision hereof, in the absence of affirmative action by the
Registered Holder to purchase Warrant Stock, and no enumeration herein of the
rights or privileges of the Registered Holder shall give rise to any liability
of such holder for the Exercise Price of Warrant Stock acquirable by exercise
hereof or as a stockholder of the Company.


 


Section 6.                                            Warrant
Transferable.  Subject to the
transfer conditions referred to in the legend endorsed hereon, this Warrant and
all rights hereunder are transferable, in whole or


 


9





















 


in part, without charge to the Registered Holder, upon surrender of
this Warrant with a properly executed Assignment (in the form of Exhibit II
hereto) at the principal office of the Company.


 


Section 7.                                            Warrant
Exchangeable for Different Denominations. 
This Warrant is exchangeable, upon the surrender hereof by the
Registered Holder at the principal office of the Company, for new Warrants of
like tenor representing in the aggregate the purchase rights hereunder, and
each of such new Warrants shall represent such portion of such rights as is
designated by the Registered Holder at the time of such surrender.  The date the Company initially issues this
Warrant shall be deemed to be the “Date of Issuance” hereof regardless of the
number of times new certificates representing the unexpired and unexercised
rights formerly represented by this Warrant shall be issued.  All Warrants representing portions of the
rights hereunder are referred to herein as the “Warrants.”


 


Section 8.                                            Replacement.
 Upon receipt of evidence reasonably
satisfactory to the Company (an affidavit of the Registered Holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation
of any certificate evidencing this Warrant, and in the case of any such loss,
theft or destruction, upon receipt of indemnity reasonably satisfactory to the
Company (which shall be unsecured for the Registered Holder and its Affiliates
and all institutional Purchasers), or, in the case of any such mutilation upon
surrender of such certificate, the Company shall (at its expense) execute and
deliver in lieu of such certificate a new certificate of like kind representing
the same rights represented by such lost, stolen, destroyed or mutilated
certificate and dated the date of such lost, stolen, destroyed or mutilated
certificate.


 


Section 9.                                            Notices.  Except as otherwise expressly provided
herein, all notices referred to in this Warrant shall be in writing and shall
be delivered personally, sent by reputable overnight courier service (charges
prepaid) or sent by registered or certified mail, return receipt requested,
postage prepaid and shall be deemed to have been given when so delivered, sent
or deposited in the United States Mail (i) to the Company, at its
principal executive offices and (ii) to the Registered Holder of this
Warrant, at the following address:


 


c/o ABRY Partners, LLC


111 Huntington Avenue


30th Floor


Boston, MA 02199


Telecopy No.: (617) 859-8797


Attention:  John
Hunt


 


with a copy of any
such notice to (which shall not constitute notice to the Registered Holder):


 


10





















 


Kirkland & Ellis LLP


Citigroup Center


153 East 53rd Street


New York, NY 10022-4675


Telecopy No.: (212) 446-6460


Attention:        John
L. Kuehn, Esq.


 


or at such other
address as such Registered Holder has specified by prior written notice to the
Company.  A copy of all notices hereunder
are to be delivered as provided in Section 10H of the Purchase Agreement.


 


Section 10.                                      Amendment
and Waiver.  Except as otherwise
provided herein, the provisions of the Warrants may be amended and the Company
may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company has obtained the written
consent of the Majority Holders.


 


Section 11.                                      Descriptive
Headings; Governing Law.  The
descriptive headings of the several Sections and paragraphs of this Warrant are
inserted for convenience only and do not constitute a part of this
Warrant.  The corporation laws of the
State of Delaware shall govern all issues concerning the relative rights of the
Company and its stockholders.  All other
questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be governed by the internal law of the Commonwealth of
Massachusetts, without giving effect to any choice of law or conflict of law
provision or rule (whether of the Commonwealth of Massachusetts or any
other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the Commonwealth of Massachusetts.


 


*    *    *    *


 


11





















 


IN WITNESS WHEREOF, the Company has caused this
Warrant to be signed and attested by its duly authorized officers under its
corporate seal and to be dated the Date of Issuance hereof.


 


	
   

  	
  NAVTECH,
  INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its

  	
   

  	
   

  
					



 





















 


EXHIBIT I


 


EXERCISE
AGREEMENT


 




	
  To:

  	
   

  	
  Dated:

  






 


The undersigned, pursuant to the provisions set forth
in the attached Warrant (Certificate No. W-        ),
hereby agrees to subscribe for the purchase of             
shares of the Warrant Stock covered by such Warrant and makes payment herewith
in full therefor at the price per share provided by such Warrant.


 


	
   

  	
  Signature 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address 

  	
   

  	
   

  



 





















 


EXHIBIT II


 


ASSIGNMENT



 


FOR VALUE RECEIVED,                                                                   
hereby sells, assigns and transfers all of the rights of the undersigned under
the attached Warrant (Certificate No. W-          )
with respect to the number of shares of the Warrant Stock covered thereby set
forth below, unto:


 


	
  Names of Assignee

  	
   

  	
  Address

  	
   

  	
  No. of Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


	
  Dated:

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Witness