STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT made as of November 10, 2000 between NAVTECH
APPLIED RESEARCH INC., an Ontario corporation (the "Seller"), and
Xxxxxx X. Xxxxxx (the "Purchaser").
WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser
desires to acquire from the Seller, an aggregate of one hundred fifty thousand
(150,000) shares of Common Stock (the "Shares") of Navtech, Inc. (the
"Company"), subject to the terms and conditions set forth herein.
WHEREAS, the Seller is an affiliate of the Company for purposes of Rule
144, promulgated under the Securities Act of 1933, as amended.
NOW, THEREFORE, for and in consideration of the mutual representations and
covenants hereinafter set forth, the parties hereto do hereby agree as follows:
1. Purchase of Shares.
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1.1 For and in consideration of the Purchase Price (as hereinafter
defined), at the Closing (as hereinafter defined), the Seller shall sell to the
Purchaser, and the Purchaser shall buy from the Seller, all of the Shares.
1.2 The aggregate purchase price for the Shares shall be one hundred
fifty thousand dollars ($150,000) (the "Purchase Price").
1.3 The Purchase Price shall be paid by the Purchaser to the Seller on
January 12, 2001 (the "Closing").
1.4 On the Closing date, simultaneous with the payment of the Purchase
Price, the Seller shall deliver a stock certificate representing the Shares to
the Purchaser, duly endorsed for transfer or accompanied by a stock power duly
executed.
2. Representations by Purchaser.
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The Purchaser understands and agrees that the Seller is relying and may
rely upon the following representations and warranties made by the Purchaser in
entering into this Agreement:
2.1 The Purchaser recognizes that the purchase of the Shares involves a
high degree of risk and is suitable only for persons of adequate financial means
who have no need for liquidity in this investment in that (i) he may not be able
to liquidate his investment in the event of emergency; (ii) transferability is
extremely limited; and (iii) he could sustain a complete loss of his investment.
2.2 The Purchaser represents that he (i) is competent to understand and
does understand the nature of this investment; and (ii) is able to bear the
economic risk of this investment.
2.3 The Purchaser represents that he is an "accredited investor," as
such term is defined in Rule 501 of Regulation D promulgated under the
Securities Act of 1933, as amended (the "1933 Act"), as a result of the
application to him of the criteria set forth on Exhibit A attached hereto
(please indicate on such Exhibit A by a checkmark the one or more criteria which
apply).
2.4 The Purchaser acknowledges that he has significant prior investment
experience, including investment in restricted securities, and that he has read
all of the documents furnished or made available to him to evaluate the merits
and risks of such an investment on his behalf.
2.5 The Purchaser hereby represents that he has been furnished with the
Company's Annual Report on Form 10-KSB for the fiscal year ended October 31,
1999, Quarterly Reports on Form 10-QSB for the fiscal quarters ended January 31,
2000, April 30, 2000 and July 31, 2000, all other reports filed by the Company
with the Securities and Exchange Commission (the "SEC") since October 31, 1999,
as well as all other information regarding the Company which he had requested or
desired to know; that all documents which could be reasonably provided have been
made available for his inspection and review; and that he has had the
opportunity to consult with his own tax or financial advisor concerning an
investment in the Company.
2.6 The Purchaser represents that the Shares are being acquired for his
own account, for investment and not for distribution to others. The Purchaser
agrees that he will not sell, transfer or otherwise dispose of the Shares unless
they are registered under the 1933 Act or unless an exemption from such
registration is available.
2.7 The Purchaser acknowledges and agrees that counsel to the Company
will be relying, and may rely, upon the Purchaser's representations contained in
this Agreement in connection with any opinion of counsel given with regard to
the purchase of the Shares by the Purchaser and any subsequent transfer of the
Shares by the Purchaser and agrees to advise the Company and its counsel in
writing in the event of any change in any of the foregoing.
2.8 The Purchaser understands that the certificate evidencing the
Shares bears a legend stating that the Shares have not been registered under the
1933 Act and setting forth or referring to the restrictions on transferability
and sale thereof. The Purchaser is aware that the Company will make a notation
in its appropriate records with respect to the restrictions on the
transferability of the Shares.
2.9 The address set forth below is the Purchaser's true and correct
residence.
3. Representations by the Seller and the Company.
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The Seller represents and warrants to the Purchaser as follows:
3.1 The Seller is a corporation duly organized, existing and in good
standing under the laws of the province of Ontario and has the corporate power
to conduct its business.
3.2 The execution, delivery and performance of this Agreement by the
Seller has been duly approved by the Board of Directors of the Seller.
3.3 The Seller is the sole record and beneficial owner of the Shares,
free and clear of all liens, pledges, security interests, encumbrances,
restrictions, subscriptions, hypothecations, charges
and claims of any kind whatsoever and has the absolute and unqualified right to
transfer the Shares to the Purchaser pursuant to the terms of this Agreement.
The Company represents and warrants to the Purchaser as follows:
3.4 The Company is a corporation duly organized, existing and in good
standing under the laws of the state of Delaware and has the corporate power to
conduct its business.
3.5 The Shares have been duly and validly authorized and are duly and
validly issued, fully paid and nonassessable.
4. Miscellaneous.
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4.1 Any notice or other communication given hereunder shall be deemed
sufficient if in writing and hand delivered or sent by first class mail, postage
prepaid, or overnight mail, addressed to the Seller at 000 Xxxxxxxx Xxxxxx Xxxx,
Xxxxx 000, Xxxxxxxx, Xxxxxxx Xxxxxx X0X 0X0, Attention: Corporate Secretary, and
to the Purchaser at his address indicated on the last page of this Agreement.
Notices shall be deemed to have been given on the date of mailing, except
notices of change of address, which shall be deemed to have been given when
received.
4.2 This Agreement shall not be changed, modified or amended except by
a writing signed by the party to be charged, and this Agreement may not be
discharged except by performance in accordance with its terms or by a writing
signed by the party to be charged.
4.3 The Purchaser may assign his right to acquire the Shares to one or
more assignees provided that the assignee(s) execute and deliver to the Seller a
letter pursuant to which they make each of the representations and warranties
provided for in Section 2 hereof. The foregoing right to assign shall not
relieve the Purchaser of his obligations hereunder.
4.4 This Agreement shall be binding upon and inure to the benefit of
the parties hereto and to their respective successors and permitted assigns.
This Agreement sets forth the entire agreement and understanding between the
parties as to the subject matter thereof and merges and supersedes all prior
discussions, agreements and understandings of any and every nature between them.
4.5 This Agreement and its validity, construction and performance shall
be governed in all respects by the laws of the State of Delaware, applicable to
agreements to be performed wholly within the State of Delaware.
4.6 All dollar amounts in this Agreement are United States dollars.
[Rest of Page Intentionally Left Blank; Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
Name of Purchaser
(Please Print)
Xxxxxx X. Xxxxxx
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Signature of Purchaser
/s/ Xxxxxx X. Xxxxxx
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Address of Purchaser
NAVTECH APPLIED RESEARCH INC.
By: /s/ Xxxxxxx English
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Name and Title of Authorized Signatory
(Please Print)
AS TO SECTIONS 3.4 AND 3.5 ONLY:
NAVTECH, INC.
By: /s/ Xxxxxx Xxxxxxxxx
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Name and Title of Authorized Signatory
(Please Print)
EXHIBIT A
A. For an individual (i.e., a natural person):
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1)The undersigned had an individual income in excess of $200,000 (or in
--- excess of $300,000 with his or her spouse) in each of the past two years
and has a reasonable expectation of reaching the same income level in the
current year; or
X 2)The undersigned has an individual net worth, or joint net worth with his
--- or her spouse, of more than $1,000,000.
Note:For the purpose of determining net worth, the undersigned may include,
without limitation, the value of his or her spouse's principal residence,
home furnishings and automobiles.
B. For a legal entity (i.e., other than a natural person):
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___1)The undersigned is (a) any bank, as defined in Section 3(a)(2) of the 1933
Act, or a savings and loan association or other institution as defined in
Section 3(a)(5)(A) of the 1933 Act, whether acting in its individual or
fiduciary capacity; (b) any broker or dealer registered pursuant to Section
23 of the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(c) any insurance company, as defined in Section 2(13) of the 1933 Act; (d)
any investment company registered under the Investment Company Act of 1940
or a business development company as defined in Section 310(c) or (d) of
the Small Business Investment Act of 1958; (e) any plan established and
maintained by a state, its political subdivisions, or any agency or
instrumentality of a state or its political subdivisions, or any agency or
instrumentality of a state or its political subdivisions, for the benefit
of its employees if such plan has total assets in excess of $5,000,000; or
an employee benefit plan within the meaning of the Employee Retirement
Income Security Act of 1974 ("ERISA"), if the investment decision is made
by a plan fiduciary, as defined in Section 3(21) of ERISA, that is either a
bank, savings and loan association, insurance company or registered in
vestment adviser, or if the employee benefit plan has total assets in
excess of $5,000,000 or, if a self-directed plan, with investment decisions
made solely by persons that are accredited investors; or
___2)The undersigned is a "private business development company" as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940; or
___3)The undersigned is an organization described in Section 501(c)(3) of the
Internal Revenue Code, corporation, Massachusetts or similar business
trust,
or partnership, not formed for the specific purpose of making the
investment, with total assets in excess of $5,000,000; or
___4)The undersigned is a trust, with total assets in excess of $5,000,000,
not formed for the specific purpose of acquiring the Units, and the
purchase of the units is directed by a sophisticated person as described in
Rule 506(b)(2) (ii) promulgated under the Exchange Act.
___5)The undersigned is an entity in which all of the equity owners are
accredited investors.
TO BE COMPLETED BY INDIVIDUAL(S) TO BE COMPLETED BY
CORPORATE, PARTNERSHIP,
LIMITED LIABILITY COMPANY
OR TRUST
Xxxxxx X. Xxxxxx
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Name of Individual Name
[Please Print] [Please Print]
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Name of Other Individual- if
Jointly Held [Please Print]
By:--------------------------
/s/ Xxxxxx X. Xxxxxx Authorized Signatory
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Signature of Individual
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Signature of Other Individual, Name and Title of Authorized
if applicable Signatory [Please Print]
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Address(es) of Individual(s) Address
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Social Security Taxpayer Identification
Number(s) of Individual(s) Number
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Date of Execution Date of Execution
