Exhibit 10.5
NAVTECH, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made as of November 22,
2005 by and among Navtech, Inc., a Delaware corporation (the "Company"), the
investors listed on Exhibit A hereto (the "Series A Investors"), ABRY Mezzanine
Partners, L.P. ("AMP") and ABRY Investment Partnership, L.P. ("AIP" together
with AMP, each a "Warrant Investor" and, collectively the "Warrant Investors").
WHEREAS, (i) the Company and the Series A Investors have entered into a 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") in connection with the issuance and sale by the Company to the
Series A Investors of certain shares (the "Series A Shares") of the Company's
Series A Preferred Stock, $0.01 par value per share (the "Series A Preferred
Stock") and certain warrants of the Company (the "Warrants") that are
exercisable for shares of the Company's Common Stock (as defined below) and
(ii) the Company and the Warrant Investors have entered into a Warrant Agreement
dated as of November 22, 2005 (as in effect from time to time, the "Warrant
Agreement") in connection with the issuance and sale by the Company to the
Warrant Investors of certain warrants of the Company (the "ABRY Warrants") that
are exercisable for shares of the Company's Common Stock (as defined below); and
WHEREAS, it is a condition to (i) the purchase of the Series A Shares pursuant
to the Purchase Agreement and (ii) the purchase of the ABRY Warrants pursuant to
the Warrant Agreement that the Company, the Series A Investors and the Warrant
Investors enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants and agreements herein contained, the parties hereto agree as follows:
1.
Registration Rights.
1.1.
Definitions.
"COMMON STOCK" MEANS THE COMMON STOCK, WITH A PAR VALUE OF $0.001 PER SHARE, OF
THE COMPANY.
"FORM S-1," "FORM S-2," "FORM S-3," "FORM S-4" AND "FORM S-8" MEAN SUCH
RESPECTIVE FORMS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"),
AS IN EFFECT ON THE DATE HEREOF OR ANY SUCCESSOR REGISTRATION FORMS TO FORM S-1,
FORM S-2, FORM S-3, FORM S-4 AND FORM S-8, RESPECTIVELY, UNDER THE 1933 ACT
SUBSEQUENTLY ADOPTED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC").
"HOLDER" MEANS ANY PERSON OWNING REGISTRABLE SECURITIES (AS DEFINED BELOW) OR
ANY ASSIGNEE THEREOF IN ACCORDANCE WITH SECTION 1.13 HEREOF.
"IMMEDIATE FAMILY" MEANS, WITH RESPECT TO ANY NATURAL PERSON, EACH OF SUCH
PERSON'S SPOUSE, FATHER, MOTHER, BROTHERS, SISTERS, AUNTS, UNCLES, NIECES AND
NEPHEWS AND LINEAL DESCENDANTS AND ANCESTORS.
"REGISTER", "REGISTERED", AND "REGISTRATION" REFER TO A REGISTRATION, INCLUDING
TO THE EXTENT PERMISSIBLE UNDER THE FEDERAL SECURITIES LAWS, A "SHELF"
REGISTRATION IF SO REQUESTED BY THE INITIATING HOLDERS OR THE ABRY INITIATING
HOLDERS, AS THE CASE MAY BE, EFFECTED BY PREPARING AND FILING A REGISTRATION
STATEMENT OR SIMILAR DOCUMENT IN COMPLIANCE WITH THE 1933 ACT, AND THE AUTOMATIC
EFFECTIVENESS OR THE DECLARATION OR ORDERING