VOID AFTER 5:00 P.M., EASTERN TIME, ON MARCH 31, 2005
NEITHER THIS WARRANT NOR THE WARRANT STOCK (AS HEREINAFTER DEFINED) HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE. THIS WARRANT AND THE WARRANT STOCK MAY BE
TRANSFERRED ONLY IN COMPLIANCE WITH THE ACT AND SUCH LAWS. THIS LEGEND SHALL BE
ENDORSED UPON ANY WARRANT ISSUED IN EXCHANGE FOR THIS WARRANT.
THIS WARRANT IS SUBJECT TO THE TERMS OF A SUBSCRIPTION AGREEMENT BETWEEN THE
COMPANY AND THE HOLDER HEREOF, A COPY OF WHICH AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICES OF THE COMPANY, AND ANY TRANSFERS AND TRANSFEREES OF THIS
WARRANT AND THE WARRANT STOCK ARE SUBJECT TO THE TERMS AND CONDITIONS OF SUCH
AGREEMENT.
NAVTECH, INC.
(Incorporated under the laws of the State of Delaware)
Warrant
-------
100,000 Shares March 31, 2000
FOR VALUE RECEIVED, NAVTECH, INC., a Delaware corporation (the "Company"),
hereby certifies that XXXXXX X. XXXXXX (the "Holder") is entitled, subject to
the provisions of this Warrant, to purchase from the Company up to ONE HUNDRED
twenty five THOUSAND (125,000) SHARES OF COMMON STOCK, $.001 par value, of the
Company ("Common Shares") at a price of ONE DOLLAR AND EIGHTY SEVEN POINT FIVE
CENTS ($1.875) per share (the "Exercise Price") during the period commencing on
the date hereof and expiring at 5:00 P.M., New York City time, on March 31,
2005.
The number of Common Shares to be received upon the exercise of this
Warrant may be adjusted from time to time as hereinafter set forth. The Common
Shares deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Stock."
The Holder agrees with the Company that this Warrant is issued, and all
the rights hereunder shall be held subject to, all of the conditions,
limitations and provisions set forth herein.
1. Exercise of Warrant. This Warrant may be exercised by its presentation
and surrender to the Company at c/o Navtech Systems Support Inc., 000 Xxxxxxxx
Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx Xxxxxx X0X-0X0 (or such office or
agency of the Company as it may designate in writing to the Holder hereof),
commencing on the date hereof and expiring at 5:00 P.M., Eastern time, on March
31, 2005, with the Warrant Exercise Form attached hereto duly executed and
accompanied by payment (either in cash or by certified or official bank check,
payable to the order of the Company) of the Exercise Price for the number of
shares specified in such Form. The
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Company agrees that the Holder hereof shall be deemed the record owner of such
Common Shares as of the close of business on the date on which this Warrant
shall have been presented and payment made for such Common Shares as aforesaid
whether or not the Company or its transfer agent is open for business.
Certificates for the Common Shares so purchased shall be delivered to the Holder
hereof within a reasonable time, not exceeding fifteen (15) days, after the
rights represented by this Warrant shall have been so exercised. If this Warrant
should be exercised in part only, the Company shall, upon surrender of this
Warrant for cancellation, execute and deliver a new Warrant evidencing the
rights of the Holder hereof to purchase the balance of the shares purchasable
hereunder.
2. Covenants by the Company. The Company covenants and agrees as follows:
2.1 Reservation of Shares. During the period within which the rights
represented by this Warrant may be exercised, the Company shall, at all
times, reserve and keep available out of its authorized capital stock,
solely for the purposes of issuance upon exercise of this Warrant, such
number of its Common Shares as shall be issuable upon the exercise of this
Warrant; and if at any time the number of authorized Common Shares shall
not be sufficient to effect the exercise of this Warrant, the Company will
take such corporate action as may be necessary to increase its authorized
but unissued Common Shares to such number of shares as shall be sufficient
for such purpose; the Company shall have analogous obligations with respect
to any other securities or property issuable upon exercise of this Warrant.
2.2 Valid Issuance, etc. All Common Shares which may be issued upon
exercise of the rights represented by this Warrant included herein will be,
upon payment thereof, validly issued, fully paid, non-assessable and free
from all taxes, liens and charges with respect to the issuance thereof.
2.3 Taxes. All original issue taxes payable in respect of the issuance
of Common Shares upon the exercise of the rights represented by this
Warrant shall be borne by the Company, but in no event shall the Company be
responsible or liable for income taxes or transfer taxes upon the transfer
of this Warrant or the Warrant Stock.
3. Fractional Shares. The Company shall not be required to issue
certificates representing fractions of Common Shares, nor shall it be required
to issue scrip or pay cash in lieu of fractional interests, it being the intent
of the Company and the Holder that all fractional interests shall be eliminated.
4. Exchange or Assignment of Warrant. This Warrant is exchangeable, without
expense, at the option of the Holder, upon presentation and surrender hereof to
the Company for other Warrants of different denominations, entitling the Holder
to purchase in the aggregate the same number of Common Shares purchasable
hereunder. Subject to the provisions of this Warrant and the receipt by the
Company of any required representations and agreements, upon surrender of this
Warrant to the Company with the Warrant Assignment Form annexed hereto duly
executed and funds sufficient to pay any transfer tax, the Company shall,
without additional charge, execute and deliver a new Warrant in the name of the
assignee named in such instrument of assignment and this Warrant shall promptly
be canceled. In the event of a partial assignment of this Warrant, the new
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Warrants issued to the assignee and the Holder shall make reference to the
aggregate number of shares of Warrant Stock issuable upon exercise of this
Warrant.
5. Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any voting or other rights of a stockholder of the Company, either
at law or in equity, and the rights of the Holder are limited to those expressed
in this Warrant.
6. Anti-Dilution Provisions.
6.1 Adjustments for Stock Dividends; Combinations, Etc. (a) In case
the Company shall do any of the following (an "Event"):
(i) declare a dividend or other distribution on its Common Shares
payable in Common Shares of the Company,
(ii) subdivide the outstanding Common Shares pursuant to a stock
split or otherwise,
(iii) combine the outstanding Common Shares into a smaller number
of shares pursuant to a reverse split or otherwise, or
(iv) reclassify its Common Shares,
then the Exercise Price in effect at the time of the record date for
such dividend or other distribution or of the effective date of such
subdivision, combination or reclassification shall be changed to a
price determined by dividing (a) the product of the number of Common
Shares outstanding immediately prior to such Event, multiplied by the
Exercise Price in effect immediately prior to such Event by (b) the
number of Common Shares outstanding immediately after such Event. Each
such adjustment of the Exercise Price shall be calculated to the
nearest cent. No such adjustment shall be made in an amount less than
five cents ($.05), but any such amount shall be carried forward and
shall be given effect in connection with the next subsequent
adjustment. Such adjustment shall be made successively whenever any
Event listed above shall occur.
(b) Whenever the Exercise Price is adjusted as set forth in
Section 6.1 (whether or not the Company then or thereafter elects to
issue additional Warrants in substitution for an adjustment in the
number of shares of Warrant Stock), the number of shares of Warrant
Stock specified in each Warrant which the Holder may purchase shall be
adjusted, to the nearest full share, by multiplying such number of
shares of Warrant Stock immediately prior to such adjustment by a
fraction, of which the numerator shall be the Exercise Price
immediately prior to such adjustment and the denominator shall be the
Exercise Price immediately thereafter.
6.2 Adjustment for Reorganization, Consolidation or Merger. In case of
any reorganization of the Company (or any other entity, the securities of
which are at the time receivable on the exercise of this Warrant) after the
date hereof or in case after such date the Company (or any such other
entity) shall consolidate with or merge with or into another entity, then,
and in each such
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case, the Holder of this Warrant upon the exercise thereof as provided in
Section l at any time after the consummation of such reorganization,
consolidation or merger, shall be entitled to receive, in lieu of the
securities and property receivable upon the exercise of this Warrant prior
to such consummation, the securities or property to which such Holder would
have been entitled upon such consummation if such Holder had exercised this
Warrant immediately prior thereto, all subject to further adjustment as
provided in Section 6.l; in each such case, the terms of this Warrant shall
be applicable to the securities or property receivable upon the exercise of
this Warrant after such consummation.
7. Restrictions on Exercise.
7.1 Investment Intent. Unless, prior to the exercise of the Warrant,
the issuance of the Warrant Stock has been registered with the Securities
and Exchange Commission pursuant to the Act, the notice of exercise shall
be accompanied by a representation of the Holder to the Company to the
effect that such shares are being acquired for investment and not with a
view to the distribution thereof, and such other representations and
documentation as may be required by the Company, unless in the opinion of
counsel to the Company such representations or other documentation are not
necessary to comply with the Act.
7.2 Listing; Qualification. If, at the time of the exercise of this
Warrant, the Company's Common Shares are listed on a securities exchange or
other self-regulatory body, the Company shall not be obligated to deliver
any shares of Warrant Stock until they have been listed on each such
securities exchange or other self-regulatory body or until there has been
qualification under or compliance with such federal or state laws, rules or
regulations as the Company may deem applicable, including, without
limitation, compliance with Rule 10b-17 promulgated under the Securities
Exchange Act of 1934, as amended. The Company shall use its best efforts to
obtain such listing, qualification and compliance.
8. Restrictions on Transfer.
8.1 Transfer to Comply with the Securities Act of 1933. Neither this
Warrant nor any Warrant Stock may be sold, assigned, transferred or
otherwise disposed of except as follows: (1) to a person who, in the
opinion of counsel satisfactory to the Company, is a person to whom this
Warrant or the Warrant Stock may legally be transferred without
registration and without the delivery of a current prospectus under the Act
with respect thereto and then only against receipt of an agreement of such
person to comply with the provisions of this Section 8 with respect to any
resale, assignment, transfer or other disposition of such securities; or
(2) to any person upon delivery of a prospectus then meeting the
requirements of the Act relating to such securities and the offering
thereof for such sale, assignment, transfer or disposition.
8.2 Legend. Subject to the terms hereof, upon exercise of this Warrant
and the issuance of the Warrant Stock, all certificates representing such
Warrant Stock shall bear on the face or reverse thereof substantially the
following legend:
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"The securities which are represented by this certificate have
not been registered under the Securities Act of 1933, and may
not be sold, transferred, hypothecated or otherwise disposed
of until a registration statement with respect thereto is
declared effective under such act, or the Company receives an
opinion of counsel for the Company that an exemption from the
registration requirements of such act is available."
9. Lost, Stolen or Destroyed Warrants. In the event that the Holder
notifies the Company that this Warrant has been lost, stolen or destroyed and
provides (a) a letter, in form satisfactory to the Company, to the effect that
it will indemnify the Company from any loss incurred by it in connection
therewith, and/or (b) an indemnity bond in such amount as is reasonably required
by the Company, the Company having the option of electing either (a) or (b) or
both, the Company may, in its sole discretion, accept such letter and/or
indemnity bond in lieu of the surrender of this Warrant as required by Section 1
hereof.
10. Subsequent Holders. Every Holder hereof, by accepting the same, agrees
with any subsequent Holder hereof and with the Company that this Warrant and all
rights hereunder are issued and shall be held subject to all of the terms,
conditions, limitations and provisions set forth in this Warrant, and further
agrees that the Company and its transfer agent, if any, may deem and treat the
registered holder of this Warrant as the absolute owner hereof for all purposes
and shall not be affected by any notice to the contrary.
11. Notices. All notices required hereunder shall be given by first-class
mail, postage prepaid, or overnight mail or courier and, if given by the Holder
addressed to the Company at c/o Navtech Systems Support Inc., 000 Xxxxxxxx
Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx Xxxxxx X0X-0X0, Attention: Corporate
Secretary, or such other address as the Company may designate in writing to the
Holder; and if given by the Company, addressed to the Holder at the address of
the Holder shown on the books of the Company.
12. Applicable Law. This Warrant is issued under, and shall for all
purposes be governed by and construed in accordance with, the laws of the State
of Delaware, excluding choice of law principles thereof.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on its
behalf, in its corporate name, by its duly authorized officer, all as of the day
and year first above written.
NAVTECH, INC.
By: /S/ Xxxxxx Xxxxxxxxx
_______________________________
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NAVTECH, INC.
WARRANT EXERCISE FORM
The undersigned hereby irrevocably elects to exercise the within Warrant
dated March __, 2000 to the extent of purchasing shares of Common Stock of
Navtech, Inc. The undersigned hereby makes a payment of $ in payment therefor.
______________________________
Name of Holder
______________________________
Signature of Holder
or Authorized Representative
______________________________
Signature, if jointly held
______________________________
Name and Title of Authorized
Representative
______________________________
Address of Holder
______________________________
Date
NAVTECH, INC.
WARRANT ASSIGNMENT FORM
FOR VALUE RECEIVED, hereby sells, assigns and
---------------------------
transfers unto (please typewrite or print
-------------------------------------
name of assignee in block letters)
Address _____________________________
the right to purchase shares of Common Stock of Navtech, Inc. represented by
this Warrant dated March __, 2000 to the extent of shares and does hereby
irrevocably constitute and appoint attorney to transfer the same on the books of
the Company with full power of substitution in the premises.
_________________________________
Name of Holder
_________________________________
Signature of Holder or
Authorized Representative
_________________________________
Signature, if jointly held
_________________________________
Name and Title of Authorized
Representative
_________________________________
Date
______________________________
Signature(s) guaranteed:
