STOCK PURCHASE AGREEMENT
This
Stock Purchase Agreement (this “Agreement”) is dated as of March 24, 2006 by and
between Navtech Inc. (“Buyer” or “Company”) and Xxxx Xxxxxxxx
(“Seller”).
WHEREAS,
Buyer intends to purchase from Seller and Seller intends to sell to the Buyer
620,690 shares of Navtech Inc., on the terms and subject to the conditions
herein provided.
NOW,
THEREFORE, in consideration of the mutual representations, warranties, covenants
and agreements herein made, and upon the terms and subject to the conditions
herein contained, the Parties agree as follows:
ARTICLE
I
PURCHASE
AND SALE
1.1 Purchase
and Sale of Shares.
Upon
the terms and subject to the conditions of this Agreement and for the
consideration specified below in Section 1.2, at the Closing (as defined
in
Section 1.3), the Buyer agrees to purchase from the Seller, and the Seller
agrees to sell to the Buyer Six Hundred Twenty Thousand Six Hundred Ninety
(620,690) shares of Common Stock, par value $0.001 per share, of the Company
(the “Shares”), together with all rights attached to the Shares.
1.2 Purchase
Price.
The
purchase price for the Shares is One Million Eight Hundred Thousand and One
Dollars ($1,800,001.00) (the “Purchase Price”) which shall be payable at the
Closing.
1.3 Closing.
Upon
the terms and subject to the satisfaction of the conditions contained in
this
Agreement, the closing of the transactions contemplated by this Agreement
(the
“Closing”) shall take place as soon as reasonably practicable from the date
hereof, but in no event later than the close of business eastern standard
time
April 18, 2006, unless otherwise agreed to by the parties hereto. The date
on
which the Closing actually occurs is hereinafter referred to as the “Closing
Date.” The Closing shall not be deemed complete and title to the Shares and the
Purchase Price shall not pass to Buyer and Seller, respectively, until all
the
closing deliveries contemplated by Section 1.4 shall have been delivered
and
Seller has completed the sale of certain other shares of the Company to
Cambridge Information Group, Inc. (“CIG”) pursuant to a Stock Purchase Agreement
with CIG of even date herewith.
1.4 Closing
Deliveries.
At the
Closing, (i) Seller shall deliver to Buyer the Shares either by delivering
certificates representing the Shares accompanied by duly executed stock powers,
executed in blank transferring such Shares to Buyer or (to the extent the
Shares
are held by a nominee or custodian on Seller’s behalf) by electronic credit to a
brokerage account of Buyer in accordance with the instructions set forth
on
Schedule I hereto and (ii) Buyer shall pay to Seller the Purchase Price by
wire
transfer in immediately available funds in accordance with the wire transfer
instructions set forth on Schedule II hereto.
ARTICLE
II
REPRESENTATIONS
2.1 Representations
of Seller.
Seller
represents and warrants to Buyer as of the date hereof and as of the Closing
Date that: (i) he is the sole beneficial owner of the Shares, and
that
the Shares are free
and
clear of all liens, claims and encumbrances or claims of any kind and any
restrictions on transfer (other than under applicable securities laws)
whatsoever and, upon delivery of the items described in Section 1.4 above,
good
and valid title to the Shares will transfer to the Buyers; (ii) this Agreement
has been duly authorized, executed and delivered by Seller and constitutes
Seller’s legal, valid and binding obligation, enforceable against it in
accordance with its terms; (iii) neither the execution and the delivery of
this
Agreement, nor the consummation of the transaction contemplated hereby, will
violate any statute, agreement, regulation, rule, injunction, judgment, order,
decree, ruling, charge, or other restriction of any government, governmental
agency or court to which the Seller is subject; (iv) he has such knowledge
and
experience in financial and business matters that he is capable of evaluating
the merits and risks of selling the Shares and has had the opportunity to
discuss the Company’s business, management and financial affairs with the
Company’s management; and (v) he has not engaged a broker or finder in
connection with this Agreement or the transactions contemplated hereby.
2.3
Representations
of Buyer.
The
Buyer represents and warrants to Seller as of the date hereof and as of the
Closing Date that: (i) this Agreement has been duly executed and delivered
by
Buyer and constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms; and (ii) the execution, delivery
and
performance of this Agreement has been duly authorized by all necessary
corporate action of the Buyer.
2.4 Survival
of Representations.
The
representations and warranties of Seller and Buyer contained in this Article
II
shall survive the Closing.
ARTICLE
III
RELEASE
| 3. |
Release.
|
a. In
consideration of the agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the
Seller, for himself, his successors, assigns, employees, and agents
(collectively, the “Seller Parties”), hereby acquits, releases and forever
discharges the Company and its officers, stockholders, agents, employees,
contractors, representatives, predecessors, successors, and assigns
(collectively, the “Company Parties”), from all manner of actions, causes,
causes of actions, suits, complaints, proceedings, debts, dues, contracts,
judgments, damages, torts, claims, statutory and court violations, and demands
whatsoever, in law or equity, known or known, mature or unmatured, accrued
or
unaccrued that any of the Seller Parties had, have, or may hereafter have
against any of the Company Parties arising from the beginning of time up
to and
including the Closing Date relating to the Seller’s investment in the Company or
ownership of the Shares, but excluding any claims relating to the Buyer’s
failure to perform under this Agreement.
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b. The
Seller, understands, acknowledges and agrees that the release set forth above
may be pleaded as a full and complete defense and may be used as a basis
for an
injunction against any action, suit or other proceeding which may be instituted,
prosecuted or attempted in breach of the provisions of such
release.
c. The
Seller agrees that no fact, event, circumstance, evidence or transaction
which
could now be asserted or which may hereafter be discovered shall affect in
any
manner the final, absolute and unconditional nature of the release set forth
above.
ARTICLE
IV
GENERAL
PROVISIONS
4.1 Entire
Agreement; Binding Effect.
This
Agreement contains the entire understanding of the parties hereto with regard
to
the subject matter contained herein and supersedes all prior agreements or
understandings among the parties hereto with regard to the subject matter
contained herein. This Agreement shall be binding upon and shall inure to
the
benefit of the parties hereto and their respective heirs, executors,
administrators, successors and/or permitted assigns.
4.2 Execution
in Counterparts.
This
Agreement may be executed in one or more counterparts (including by facsimile
signature), each of which shall be an original and all of which, taken together,
shall constitute one instrument.
4.3 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the internal
laws (as opposed to the conflicts of law provisions) of the State of
Delaware.
4.3 Expenses.
The
Buyer and the Seller shall each bear their own expenses with respect to this
Agreement and the transactions contemplated hereby.
4.4 Severability.
The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision
hereof.
4.5 Specific
Performance. The
Buyer
and the Seller each hereby acknowledge and agree that, in the event of a
breach
of any of the obligations contained herein, the other may suffer irreparable
harm and significant injury which may be difficult to ascertain or which
may not
be compensable by money damages and for which such party shall have no adequate
remedy available at law. Accordingly, the parties agree that each party will
have the right to seek and obtain immediate injunctive relief or other equitable
relief from a court of competent jurisdiction as may be necessary or appropriate
either to enforce the obligations under this Agreement or to prevent or curtail
any actual or threatened breach hereof, including a breach of any
representations or warranties set forth herein.
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In
witness whereof, the parties have executed this Agreement as of the date
first
set forth above.
BUYER:
Navtech,
Inc.
By:
_______________________
Name:
Xxxxx Xxxxxxx
Title:
President
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SELLER:
Xxxx
Xxxxxxxx
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