THE TRANSACTIONS CONTEMPLATED HEREBY.
THE COPIES OF THE CERTIFICATE
OF INCORPORATION AND BY-LAWS OF THE COMPANY, AS AMENDED TO DATE, WHICH HAVE BEEN
FURNISHED TO THE INVESTORS BY THE COMPANY, ARE CORRECT AND COMPLETE.
2.2.
AUTHORIZATION.
THIS AGREEMENT, THE REGISTRATION RIGHTS AGREEMENT
DATED AS OF THE DATE OF THE CLOSING BY AND AMONG THE COMPANY, THE INVESTORS AND
THE OTHER PARTIES THERETO (THE "REGISTRATION RIGHTS AGREEMENT"), AND ANY OTHER
AGREEMENTS, INSTRUMENTS OR DOCUMENTS ENTERED INTO AT THE CLOSING BY THE COMPANY
PURSUANT TO THIS AGREEMENT OR THE REGISTRATION RIGHTS AGREEMENT (COLLECTIVELY,
THE "TRANSACTION DOCUMENTS") HAVE BEEN DULY EXECUTED AND DELIVERED BY THE
COMPANY AND ARE THE LEGAL, VALID AND, ASSUMING DUE EXECUTION AND DELIVERY BY THE
OTHER PARTIES HERETO AND THERETO, BINDING OBLIGATIONS OF THE COMPANY,
ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS, SUBJECT TO APPLICABLE BANKRUPTCY,
INSOLVENCY, REORGANIZATION AND MORATORIUM LAWS AND OTHER LAWS OF GENERAL
APPLICATION AFFECTING ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY.
THE
EXECUTION, DELIVERY AND PERFORMANCE OF EACH OF THE TRANSACTION DOCUMENTS HAVE
BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION OF THE COMPANY.
2.3.
CAPITALIZATION.
THE ENTIRE AUTHORIZED CAPITAL STOCK OF THE
COMPANY CONSISTS OF 20,000,000 SHARES OF COMMON STOCK OF WHICH 4,902,140 SHARES
ARE ISSUED AND OUTSTANDING AND 2,000,000 SHARES OF PREFERRED STOCK, OF WHICH,
PRIOR TO THE ISSUANCE OF THE SERIES A PREFERRED STOCK CONTEMPLATED IN THIS
AGREEMENT, NO SHARES ARE ISSUED AND OUTSTANDING.
THE COMPANY HOLDS 733,188
SHARES OF COMMON STOCK IN ITS TREASURY AND HOLDS NO SHARES OF PREFERRED STOCK IN
ITS TREASURY.
THE COMPANY HAS AUTHORIZED THE ISSUANCE OF 1,600,000 SHARES OF
SERIES A PREFERRED STOCK FOR ISSUANCE TO THE INVESTORS PURSUANT TO THIS
AGREEMENT.
WHEN ISSUED AND PAID FOR IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT, THE SHARES WILL BE DULY AUTHORIZED, VALIDLY ISSUED AND OUTSTANDING,
FULLY PAID AND NONASSESSABLE.
UPON EXERCISE OF THE WARRANTS, ALL SHARES OF
COMMON STOCK ISSUED TO THE INVESTORS IN ACCORDANCE WITH THE TERMS THEREOF WILL
BE, DULY AUTHORIZED, VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE. EXCEPT AS
DESCRIBED IN SECTION 2.3 OF THE DISCLOSURE SCHEDULE AND EXCEPT FOR THE WARRANTS
AND THE WARRANTS ISSUED PURSUANT TO THE ABRY WARRANT AGREEMENT (DEFINED BELOW),
THERE ARE NO OUTSTANDING OPTIONS OR OTHER RIGHTS TO PURCHASE OR ACQUIRE FROM THE
COMPANY, OR EXCHANGEABLE FOR OR CONVERTIBLE INTO, ANY SHARES OF CAPITAL STOCK.
THE COMPANY HAS RESERVED A TOTAL OF NOT LESS THAN 400,000 SHARES OF ITS COMMON
STOCK (THE "RESERVED EMPLOYEE SHARES") FOR PURCHASE UPON EXERCISE OF OPTIONS
GRANTED OR TO BE GRANTED IN THE FUTURE TO EMPLOYEES AND CONSULTANTS UNDER THE
NAVTECH, INC. 1999 STOCK OPTION PLAN (THE "EQUITY PLAN").
EXCEPT AS PROVIDED IN
THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND THAT CERTAIN WARRANT
AGREEMENT DATED AS OF THE DATE OF THE CLOSING, BY AND AMONG THE COMPANY, ABRY
MEZZANINE PARTNERS, L.P. AND THE OTHER PARTIES THERETO (THE "ABRY WARRANT
AGREEMENT"), THERE ARE NO PREEMPTIVE RIGHTS WITH RESPECT TO THE ISSUANCE OR SALE
BY THE COMPANY OF THE SECURITIES.
EXCEPT AS PROVIDED IN THIS AGREEMENT, THE
CERTIFICATE OF