Exhibit 10.6


 


Navtech, Inc.


c/o Navtech Systems Support Inc.


Suite 102, 175 Columbia Street W.


Waterloo, Ontario


Canada N2L 5Z5


 


	
   

  	
  November 22, 2005

  



 


Cambridge Information
Group, Inc.


7200
Wisconsin Ave, Suite 601

Bethesda, MD 20814


 


RE:          Cambridge Information Group,
Inc.—Board Designation Rights


 


Gentlemen:


 


Reference is made to that certain Series A
Convertible Participating Preferred Stock and Warrant Purchase Agreement dated
as of November 22, 2005 by and among Navtech, Inc. (the “Company”), Cambridge
Information Group, Inc. (“CIG”) and the other parties a signatory thereto (as
amended, supplemented and restated from time to time, the “Purchase
Agreement”), whereby CIG acquired certain shares of the Company’s Series A
Preferred Stock and Warrants.  Capitalized
terms used herein but not defined shall have the meaning ascribed to such terms
in the Purchase Agreement.


 


Now therefore, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
undersigned hereby agree as follows:


 


(a)           (i)  So long as CIG and its Affiliates
collectively hold at least 22% of the shares of the Company’s Common Stock on a
fully-diluted and as converted basis, CIG shall be entitled to designate two
persons to serve on the Company’s Board of Directors (each, a “CIG Director”
and collectively, the “CIG Directors”), who shall initially be Michael
Jakobowski and Andrew M. Snyder and (ii) so long as CIG and its Affiliates collectively
hold at least 10% of the shares of the Company’s Common Stock on a
fully-diluted and as converted basis, CIG shall be entitled to designate one
person to serve on the Company’s Board of Directors.


 


(b)           In
the absence of any designation of a nominee for election to the Company’s Board
of Directors from CIG, the director previously designated by such Person or
Persons and then serving shall be nominated for reelection if still eligible to
serve as provided herein.


 





















 


(c)           Except
as otherwise provided by law, any CIG Director nominated and elected to the Company’s
Board of Directors shall hold office until their successors are elected and
qualified or until their earlier, death, disability, resignation or removal.


 


(d)           Subject
to the requirements of applicable law and any other rules or regulations that
apply to the Company, any person designated and thereafter elected to serve as
a CIG Director, shall also be entitled to serve on all committees of the Board
of Directors established by the Company.


 


(e)           The
Company shall reimburse each CIG Director for all reasonable travel and
out-of-pocket expenses incurred by such member in connection with his or her
attendance at any meeting of the Board of Directors or at any meetings of
committees of the Board of Directors.


 


(f)            The
Company agrees to purchase and maintain in effect Directors and Officers’
liability insurance with coverage amounts available to the Company and
satisfactory to the majority of the Company’s Board of Directors.


 


(g)           The
rights described in clause (a) above shall replace and supercede the rights
described in Section 1.2 of that certain Subscription Agreement dated as of
March 31, 2000 between the Company
and Robert N. Snyder.


 


(h)           This
Letter Agreement is governed and construed in accordance with the internal laws
of the State of Delaware (excluding its conflicts of laws principles).  To the fullest extent permitted by applicable
law, the Company and CIG each waives the right to a trial by jury in any
action, suit proceeding or counterclaim of any kind arising out of or related
to this Letter Agreement or the transactions related hereto.  This Letter Agreement may be amended, waived
or modified only with the written consent of each of the parties hereto.  No waiver of any term or provision hereof
shall be effective unless in writing signed by the party waiving such term or
provision.  This Letter Agreement may be
executed in one or more counterparts, and with counterpart signature pages,
each of which shall be deemed an original, and all of such counterparts
together constitute but one and the same agreement.  This Letter Agreement constitutes the entire
agreement among the parties relating to the subject matter hereof and
supercedes all prior agreements and understandings related to the subject
matter hereof.  The illegality or
unenforceability of any provision of this Letter Agreement shall not affect or
impair the legality or enforceability or the remaining provisions of this
Letter Agreement.


 


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The undersigned
hereby agree to the terms and conditions set forth herein as of the date first
set forth above.


 


	
   

  	
  NAVTECH, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: David Strucke

  
	
   

  	
  Title: President and
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  CAMBRIDGE INFORMATION
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Andrew M. Snyder

  
	
   

  	
  Title: President