PLEDGE AGREEMENT (the "Pledge Agreement"), entered into as June 29, 2001, by and between EASY FLYING S.A., a France corporation, 2 Rue Marcel Doret, Immeuble Antares 31700 Blagnac, France (the "Pledgor"), and NAVTECH, INC., a Delaware corporation, c/o...Pledge Agreement • January 29th, 2002 • Navtech Inc • Services-computer programming, data processing, etc. • New York
SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT made as of March 31, 2000 between NAVTECH, INC., a Delaware corporation (the "Company"), and ROBERT N. SNYDER (the "Subscriber"). WHEREAS, the Company desires to issue to the Subscriber, and the Subscriber...Subscription Agreement • January 29th, 2003 • Navtech Inc • Services-computer programming, data processing, etc. • Delaware
STOCK OPTION AGREEMENT made as of the 9th day of August, 1995 between COMPUFLIGHT, INC., a Delaware corporation (the "Company"), and DUNCAN MACDONALD (the "Optionee"). WHEREAS, the Optionee provides consulting services to the Company or a subsidiary...Stock Option Agreement • March 22nd, 1996 • Compuflight Inc • Services-computer programming, data processing, etc.
STOCK OPTION AGREEMENT made as of the 28th day of July, 1995 between COMPUFLIGHT, INC., a Delaware corporation (the "Company"), and RUSSELL K. THAL (the "Optionee"). WHEREAS, the Optionee is an employee of the Company or a subsidiary thereof; WHEREAS,...Stock Option Agreement • March 22nd, 1996 • Compuflight Inc • Services-computer programming, data processing, etc.
October 1, 1999 Mr. Douglas Robinson Director Skyplan Services Limited 1441 Aviation Park Calgary, Alberta T2E 8M7 Dear Douglas: Re: Forbearance and Continued Service Skyplan Services Limited (the "Debtor") is currently indebted to Navtech Systems...Forbearance Agreement • October 21st, 1999 • Compuflight Inc • Services-computer programming, data processing, etc. • Alberta
SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT made as of June 15, 2001 between NAVTECH, INC., a Delaware corporation (the "Company"), and Mr. Kleber BEAUVILLAIN, a French national (the "Subscriber"). WHEREAS, the Company desires to issue to the...Subscription Agreement • January 29th, 2002 • Navtech Inc • Services-computer programming, data processing, etc. • Delaware
September 24, 1999 Mr. Douglas Robinson Director Skyplan Services Limited 1441 Aviation Park Calgary, Alberta T2E 8M7 Dear Douglas: Re: Skyplan Services (UK) Limited (the "Company") This letter will serve to set out the terms and conditions upon which...Share Purchase Agreement • October 21st, 1999 • Compuflight Inc • Services-computer programming, data processing, etc. • Alberta
SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT made as of June 15, 2001 between NAVTECH, INC., a Delaware corporation (the "Company"), and NET MUTATION S.A., a Belgium corporation (the "Subscriber"). WHEREAS, the Company desires to issue to the...Subscription Agreement • January 29th, 2002 • Navtech Inc • Services-computer programming, data processing, etc. • Delaware
STOCK OPTION AGREEMENT made as of the 28th day of July, 1995 between COMPUFLIGHT, INC., a Delaware corporation (the "Company"), and DOROTHY A. ENGLISH (the "Optionee"). WHEREAS, the Optionee is an employee of the Company or a subsidiary thereof;...Stock Option Agreement • March 22nd, 1996 • Compuflight Inc • Services-computer programming, data processing, etc.
COMPUFLIGHT, INC. c/o Navtech Systems Support Inc. Suite 102 175 Columbia Street West Waterloo, Ontario Canada N2L-5Z5Retirement Agreement • October 21st, 1999 • Compuflight Inc • Services-computer programming, data processing, etc. • New York
STOCK OPTION AGREEMENT made as of the 9th day of September 2004 between NAVTECH, INC., a Delaware corporation (the "Company"), and {NAME} (the "Optionee"). WHEREAS, the Optionee is an employee of the Company or a subsidiary thereof; WHEREAS, the...Stock Option Agreement • December 20th, 2004 • Navtech Inc • Services-computer programming, data processing, etc.
THIS LEASE dated the 8th DAY OF OCTOBER, 1996 IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT BETWEEN: FERDI INVESTMENTS COMPANY LIMITED, a Corporation c/o The Cora Group Inc. Mezzanine Level 40 Weber Street East Waterloo, Ontario N2H 6R3 (hereinafter...Lease Agreement • February 11th, 1997 • Compuflight Inc • Services-computer programming, data processing, etc. • Ontario
STOCK OPTION AGREEMENT made as of the 28th day of July, 1995 between COMPUFLIGHT, INC., a Delaware corporation (the "Company"), and DENIS L. METHERELL (the "Optionee"). WHEREAS, the Optionee is an employee and Director of the Company or a subsidiary...Stock Option Agreement • March 22nd, 1996 • Compuflight Inc • Services-computer programming, data processing, etc.
STOCK OPTION AGREEMENT made as of the 4th day of February, 2002 between NAVTECH, INC., a Delaware corporation (the "Company"), and DAVID STRUCKE (the "Optionee"). WHEREAS, the Optionee is an employee of the Company or a subsidiary thereof; WHEREAS,...Stock Option Agreement • January 29th, 2003 • Navtech Inc • Services-computer programming, data processing, etc.
NAVTECH, Inc. and SUBSIDIARIES EXHIBIT 31(B) ---------------------------------- ---------------------------------------------- CERTIFICATION I, Gordon Heard, certify that: 1. I have reviewed this Form 10-KSB of Navtech, Inc.; 2. Based on my knowledge,...Certification • December 20th, 2004 • Navtech Inc • Services-computer programming, data processing, etc.
AMENDED AND RESTATED STOCK OPTION AGREEMENT made as of the 9th day of August, 1995 between COMPUFLIGHT, INC., a Delaware corporation (the "Company"), and KENNETH SNYDER (the "Optionee"). WHEREAS, the Optionee is an employee of the Company or a...Stock Option Agreement • March 22nd, 1996 • Compuflight Inc • Services-computer programming, data processing, etc.
NAVTECH, Inc. and SUBSIDIARIES ------------------------------------------------ -------------------------------- EXHIBIT 14 - Code of Ethics NAVTECH, INC. CODE OF ETHICS Introduction This Code of Ethics (the "Code") embodies the commitment of Navtech,...Code of Ethics • January 29th, 2004 • Navtech Inc • Services-computer programming, data processing, etc.
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES- OXLEY ACT OF 2002Certification of Chief Executive Officer and Chief Financial Officer • December 20th, 2004 • Navtech Inc • Services-computer programming, data processing, etc.
The undersigned hereby certify, pursuant to, and as required by, 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Navtech, Inc. (the "Company") on Form 10-KSB for year ended October 31, 2004 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that information contained in such Annual Report on Form 10-KSB fairly presents, in all material respects, the financial condition and results of operations of the Company.
EMPLOYMENT AGREEMENT BETWEEN Navtech, Inc. (the Company) - and - Navtech Systems Support Inc. - and - Gordon Kilpatrick (the Employee)Employment Agreement • March 20th, 2007 • Navtech Inc • Services-computer programming, data processing, etc. • Ontario
WHEREAS Navtech Systems Support Inc. (a wholly-owned subsidiary of Navtech, Inc.) and the Employee wish to formalize an employment agreement with the other whereby Navtech Systems Support Inc. is the employer of record in Canada, and
January 8, 1997 Russell K. Thal 26 Ridge Drive Port Washington, NY 11050 Dear Mr. Thal: Reference is made to that certain Employment Agreement dated as of December 1, 1993 between Compuflight, Inc. ("Compuflight") and Russell K. Thal ("Thal") (the...Employment Agreement • February 11th, 1997 • Compuflight Inc • Services-computer programming, data processing, etc.
ContractSeries a Convertible Participating Preferred Stock and Warrant Purchase Agreement • November 29th, 2005 • Navtech Inc • Services-computer programming, data processing, etc. • Delaware
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. and SUBSIDIARIES EXHIBIT 23 ------------------------------------- ------------------------------------------- CONSENT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS ------------------------------------------------------- We consent to...Consent of Independent Registered Chartered Accountants • December 20th, 2004 • Navtech Inc • Services-computer programming, data processing, etc.
We consent to the incorporation by reference in Registration Statements No. 333-32648, 333-32656 and 333-58756 of Navtech Inc. on Form S-8 of our report dated December 16, 2004, appearing in this Annual Report on Form 10-KSB of Navtech Inc. for the year ended October 31, 2004.
ContractStock Option Agreement • March 20th, 2007 • Navtech Inc • Services-computer programming, data processing, etc.
STOCK OPTION AGREEMENT made as of the 19th day of March, 2007 between NAVTECH, INC., a Delaware corporation (the “Company”), and GORDON KILPATRICK (the “Optionee”).
NOTE PURCHASE AGREEMENT Dated as of November 22, 2005 By and Between Navtech Systems Support Inc. And The Purchasers Referred to HereinNote Purchase Agreement • November 29th, 2005 • Navtech Inc • Services-computer programming, data processing, etc. • Delaware
NOTE PURCHASE AGREEMENT, dated as of November 22, 2005 (this “Agreement”), by and among Navtech Systems Support Inc., an Ontario corporation (the “Company”), and the Persons listed on Annex 1 attached hereto (the “Purchasers”). Unless otherwise indicated herein, capitalized terms used in this Agreement have the meanings set forth in Section 1.
EXHIBIT 10(H) Lease dated March 31, 1994 between Seagull Associates Inc. and Compuflight, Inc., as amended, with respect to Port Washington, New York premises STANDARD FORM OF OFFICE LEASE The Real Estate Board of New York, Inc. Agreement of Lease,...Lease Agreement • March 22nd, 1996 • Compuflight Inc • Services-computer programming, data processing, etc.
Exhibit 10(Q) Key Advisor Agreement dated as of October 1, 1995 between Compuflight, Inc. and Kenneth M. Snyder KEY ADVISOR AGREEMENT KEY ADVISOR AGREEMENT ("Agreement") made as of October 1, 1995 between COMPUFLIGHT, INC., a company incorporated...Key Advisor Agreement • March 22nd, 1996 • Compuflight Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT 10(L) Consulting and Marketing Agreement dated as of January 1, 1995 between Navtech Systems Support INC. and Ray English and Associates INC. CONSULTING AND MARKETING AGREEMENT CONSULTING AND MARKETING AGREEMENT ("Agreement") made as of...Consulting and Marketing Agreement • March 22nd, 1996 • Compuflight Inc • Services-computer programming, data processing, etc. • Ontario
EXHIBIT 10(A) Amendment to the Employment Agreement between the Company and Russell K. Thal dated March 14, 1996 March 14, 1996 Russell K. Thal 26 Ridge Drive Port Washington, New York 11050 Dear Mr. Thal: Reference is made to that certain Employment...Employment Agreement • March 22nd, 1996 • Compuflight Inc • Services-computer programming, data processing, etc.
EXHIBIT 9 Voting Trust Agreement dated as of July 15, 1995 among Ray English and Associates Inc., Dorothy A. English and Dorothy A, English, as Voting Trustee VOTING TRUST AGREEMENT (the "Agreement"), dated as of July 15, 1995, by and among the...Voting Trust Agreement • March 22nd, 1996 • Compuflight Inc • Services-computer programming, data processing, etc. • Delaware
PURCHASE AGREEMENT AND SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTPurchase Agreement • September 4th, 2007 • Navtech Inc • Services-computer programming, data processing, etc. • Massachusetts
PURCHASE AGREEMENT AND SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of August 28, 2007 (this “Second Amendment”), by and among Navtech Systems Support Inc., an Ontario corporation (the “Company”), Navtech, Inc., a Delaware corporation (“Parent”), ABRY Mezzanine Partners, L.P., a Delaware limited partnership (“AMP”), and ABRY Investment Partnership, L.P., a Delaware limited partnership (“AIP” and, together with AMP, the “Purchasers”).
NAVTECH, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 29th, 2005 • Navtech Inc • Services-computer programming, data processing, etc. • Delaware
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 29th, 2005 • Navtech Inc • Services-computer programming, data processing, etc.
This Securities Purchase Agreement (this “Agreement”) is entered into as of November 22, 2005 by and among (i) Navtech (Sweden) AB (the “Purchaser”), a company duly organized and registered under the laws of Sweden, reg. no. 556687-9218, and a subsidiary of Navtech Inc., (ii) Navtech, Inc., a Delaware corporation (“Navtech”), solely for purposes of Section 1.7, and (iii) SAS AB, a limited liability company with its registered office at SE-195 87 Stockholm, a company duly organized and registered under the laws of Sweden, reg. no. 556606-8499 (the “Seller”).
EXHIBIT 10(I) Lease dated June 5, 1991 between Vandor Realty Corporation and Navtech Systems Support Inc. with respect to Waterloo, Ontario premises 01 . Premises and Use. 01 . (a) Term 01 . (b) Basic Rent. 02. Tenant's Covenants. 02. (a) To pay Rent....Lease Agreement • March 22nd, 1996 • Compuflight Inc • Services-computer programming, data processing, etc.
PARENT GUARANTYGuaranty • November 29th, 2005 • Navtech Inc • Services-computer programming, data processing, etc. • Massachusetts
EMPLOYMENT AGREEMENT BETWEEN Navtech Systems Support Inc. (the Company) - and - Britt Bowra (the Employee)Employment Agreement • January 29th, 2007 • Navtech Inc • Services-computer programming, data processing, etc. • Ontario
NOW THEREFORE THIS AGREEMENT WITNESSETH that for good and valuable consideration including the promises made between the parties in this Agreement, the receipt and sufficiency of which is hereby acknowledged by each of the parties, the parties hereby agree each with the other as follows:
