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