Exhibit 10.4


 


The security represented by this certificate was
originally issued on November 22,
2005, and has not been registered under the Securities Act of 1933, as amended.
 The
transfer of such security is subject to the conditions specified in the Series A
Convertible Participating Preferred Stock and Warrant Purchase Agreement, dated as of November 22, 2005 (as
amended, restated or modified from time to time) by and among the issuer hereof
(the “Company”) and certain purchasers of the Company’s securities, and
the Company reserves the right to refuse the transfer of such security until
such conditions have been fulfilled with respect to such transfer.  Upon
written request, a copy of such conditions shall be furnished by the Company to
the holder hereof without charge.


 


NAVTECH,
INC.


 


STOCK
PURCHASE WARRANT


 


	
  Date of
  Issuance: November 22,
  2005

  	
   

  	
  Certificate No. W-2

  



 


FOR VALUE
RECEIVED, Navtech, Inc., a Delaware corporation (the “Company”),
hereby grants to EXTERNALIS S.A. or its registered assigns (the “Registered
Holder”) the right to purchase from the Company 25,000 shares of Warrant Stock (as defined herein) at a price per
share of $3.00 (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 Series A Convertible Participating
Preferred Stock and Warrant Purchase Agreement, dated as of November 22,
2005 (as in effect from time to time, the “Purchase Agreement”), by and
among the Company, and the Investors party thereto.  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 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.


 


2





















 


(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.


 


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


 


3





















 


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 1, 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, (A) the Series A
Convertible Participating Preferred Stock issued pursuant to the Purchase Agreement
and (B) the warrants issued to Abry Mezzanine Partners, L.P. and its
affiliates on the date hereof 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) 330,121 shares of Common Stock issuable
upon exercise of Options outstanding on the date hereof (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 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


 


4





















 


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 antidulition
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 B,
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; provided
that no such change shall at any time cause the Exercise Price of such Warrant
Stock to be increased.


 


(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


 


6





















 


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 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


 










(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





















 


Company shall make appropriate provision (in form and substance
reasonably acceptable to the 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 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 use its reasonable best efforts to 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 the Common
Stock except for a stock dividend payable in shares of Common Stock (a “Dividend”),
then the amount of such dividend shall reduce the Exercise Price by the amount of
the Dividend, provided that (i) no adjustment(s) to the Exercise Price
shall reduce the Exercise Price below $0.01, and any such purported
adjustment(s) shall instead reduce the Exercise Price to $0.01 and (ii) other
than the adjustment(s) to the Exercise Price described above, the Company shall
not pay any cash Dividend to the Holder of this Warrant until such holder
exercises this Warrant pursuant to and in accordance with Section 1.


 


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.


 


“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 of the Company.


 


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


 


“Warrant Stock” means (a) the shares of Common Stock issued or issuable
upon exercise of this Warrant in accordance with its terms and (b) all
other shares of the Company’s Common Stock issued with respect to such shares
by way of stock dividend, stock split or other reclassification or in
connection with any merger, consolidation, recapitalization or reorganization
affecting the Company’s 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


 


9





















 


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 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 c/o Navtech Systems
Support Inc., Suite 102, 175 Columbia St. W., Waterloo, Ontario, Canada
N2L 5Z5 and (ii) to the Registered Holder of this Warrant, at the
following address:


 


	
   

  	
  Externalis, S.A.

  
	
   

  	
  38 Avenue des Klauwaerts

  
	
   

  	
  1050
  Brussels Belgium

  
	
   

  	
  Telecopy No.: + 32 (0)2 643 01 95

  
	
   

  	
  Attention: Francoise
  Macq

  



 


10





















 


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 7.7
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 (without regard to choice-of-law principles) shall govern all
issues concerning the relative rights of the Company and its stockholders and all
other questions concerning the construction, validity, enforcement and
interpretation of this Warrant.


 


[The remainder of this page is
intentionally left blank].


 


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 (as adjusted pursuant
to Section 3 of this 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