8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 4, 2009

XATA CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota
(State of other jurisdiction
of incorporation) 0-27166
(Commission File No.) 41-1641815
(IRS Employer Identification
Number)

965 Prairie Center Drive, Eden Prairie, Minnesota 55344
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (952) 707-5600

(Former name, former address and former fiscal year, if changed since last report): N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Acquisition of Turnpike Global Technologies

     On December 4, 2009, XATA Corporation (“XATA”) entered into an Equity Purchase Agreement (the “Turnpike Purchase Agreement”) with Turnpike Global Technologies Inc., an Ontario Corporation (“Turnpike Canada”), Turnpike Global Technologies LLC, a Delaware limited liability company (“Turnpike US”), the stockholders of Turnpike Global Technologies Inc. (except for Kelly Frey), the members of Turnpike Global Technologies LLC, and Brendan Staub, as Sellers’ Representative and on December 2, 2009, XATA entered into an Equity Purchase Agreement (the “Frey Purchase Agreement”) with Kelly Frey, a stockholder of Turnpike Canada. Pursuant to the Turnpike Purchase Agreement and the Frey Purchase Agreement (collectively, the “Purchase Agreements”), on December 4, 2009, XATA acquired all of the equity interests of Turnpike Canada and all of the membership interests of Turnpike US (the “Turnpike Acquisition”). Turnpike Canada and Turnpike US are collectively referred to in this Form 8-K as “Turnpike,” and the stockholders of Turnpike Canada and the members of Turnpike US are collectively referred to in this Form 8-K as the “Sellers.”

     The initial purchase price for the acquisition is $12.5 million, of which (i) $10 million was paid in cash at closing of the acquisition, and (ii) $2.5 million will be paid through the future issuance of shares of XATA common stock (“Common Stock”). A portion of the cash purchase price was used to repay certain indebtedness and other obligations of Turnpike, and the cash portion of the initial purchase price is subject to adjustment based on the working capital of Turnpike at closing. The number of shares of Common Stock to be issued to satisfy the $2.5 million future payment obligation will be calculated based on a $3.00 per share value. These shares will be issued shortly after XATA’s next annual shareholder meeting, expected to be held in February 2010, assuming shareholder approval of the issuance is obtained at the meeting. If shareholder approval is not obtained within six months after the closing of the acquisition, XATA will instead pay the $2.5 million in cash.

     The Turnpike Purchase Agreement also requires XATA to make up to three additional payments to certain Sellers if certain revenue and product sales metrics are satisfied by Turnpike during XATA’s 2010, 2011, and 2012 fiscal years. For each of those fiscal years in which the contingent payment metrics are satisfied, XATA will be obligated to pay an additional $2.5 million to the Sellers shortly after the end of that fiscal year. The contingent payments will be paid through the issuance of additional shares of Common Stock, which will be valued at $3.00 per share for purposes of determining the number of shares to be issued. However, if shareholder approval of each such issuance is not obtained prior to the date, if any, on which each such issuance is required to be made, the applicable contingent payment will instead be made in cash. Including these contingent payments, the maximum aggregate purchase price for the acquisition is approximately $20 million in cash and Common Stock.

     XATA knows of no material relationship between itself and Turnpike, Kelly Frey, or any of the other Sellers, other than with respect to the transactions contemplated by the Purchase Agreements.

     The foregoing summary of the Purchase Agreements is qualified in its entirety by reference to the full text of those agreements, which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.

Financing Transaction

     On December 4, 2009, XATA entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with (i) certain funds affiliated with Technology Crossover Ventures (the “TCV Purchasers”), (ii) certain funds affiliated with Trident Capital Inc. (the “Trident Purchasers”), and (iii) a fund affiliated with Weber Capital Management LLC (the “Weber Purchaser”, together with the TCV Purchasers and the Trident Purchasers, the “Purchasers”), providing for the issuance and sale, in a private placement, of $30.2 million in principal amount of Senior Mandatorily Convertible Promissory Notes of XATA (the “Notes”). Pursuant to the Note Purchase Agreement, on December 4, 2009, XATA issued and sold $27.5 million in Notes to the TCV Purchasers, $2.5 million in Notes to the Trident Purchasers, and $0.2 million in Notes to the Weber Purchaser (collectively, the “Financing”).

     XATA used or will use the proceeds from the Financing as follows: (i) approximately $10.0 million for the cash closing payments in the Turnpike Acquisition; (ii) approximately $8.0 million to repay all of XATA’s outstanding indebtedness under its secured credit facilities with each of Silicon Valley Bank (“SVB”) and Partners for Growth II, L.P. (“PFG”); and (iii) the remainder for working capital and general corporate purposes. In connection with paying off all indebtedness owed to SVB and PFG, XATA also terminated its Loan and Security Agreements, each dated January 31, 2008, with each of SVB and PFG.

     Pursuant to the Note Purchase Agreement, XATA is required to seek approval of its shareholders with respect to a number of matters (the “Shareholder Approval”), including (i) approval of an amendment and restatement of XATA’s articles of incorporation in a form that has been agreed to by XATA and the Purchasers (the “Articles Amendment”), and (ii) all approvals necessary under the rules and regulations of Nasdaq in connection with the transactions contemplated by the Note Purchase Agreement and the Notes. The Articles Amendment would increase the number of XATA’s authorized shares of Common Stock and preferred stock, cause XATA to opt out of the Minnesota Control Share Acquisition Statute, designate a new series of preferred stock (the “Series G Preferred Stock”) that would be senior to XATA’s existing series of preferred stock (the “Existing Preferred Stock”), and make certain other changes to the Existing Preferred Stock. Under the terms of the Note Purchase Agreement, XATA has agreed to (i) prepare a proxy statement and file it with the Securities and Exchange Commission within 60 days following the date of the Note Purchase Agreement in order to convene the meeting of XATA’s shareholders at which XATA will seek the Shareholder Approval, (ii) cause such proxy statement to be mailed to XATA’s shareholders within 90 days following the date of the Note Purchase Agreement, and (iii) hold the meeting within 120 days following the date of the Note Purchase Agreement.

     On December 4, 2009, in connection with the transactions contemplated by the Note Purchase Agreement, certain of the TCV Purchasers entered into support agreements (collectively, the “Support Agreements”) with each of (i) John Deere Special Technologies Group, Inc. (“JDSTG”), (ii) GW 2001 Fund, L.P. and Weber Capital Partners II, L.P., and (iii) the Trident Purchasers (collectively, the “Supporting Stockholders”). Pursuant to the terms of the Support Agreements, each of the Supporting Stockholders has agreed, among other things, to vote their XATA equity securities in favor of the matters required to give the Shareholder Approval. As of December 4, 2009, the shares of Common Stock and other equity securities covered by the Support Agreements represent, in the aggregate, approximately 55.6% of the outstanding shares of XATA Common Stock that would have been entitled to vote at a XATA shareholders meeting held on such date (calculated on an as-converted to Common Stock basis) and represent a majority of the outstanding shares of each series of Existing Preferred Stock that would have been entitled to vote at a XATA shareholders meeting held on such date.

     Promptly following receipt of the Shareholder Approval, which is expected to occur at XATA’s next annual shareholder meeting (expected to be held in February 2010), and the filing of the Articles Amendment, each Note will automatically convert into (i) a number of shares of Series G Preferred Stock equal to the principal amount of such Note divided by $3.00 (subject to customary anti-dilution adjustments), and (ii) warrants to purchase a number of shares of Common Stock equal to 30% of such number of shares of Series G Preferred Stock (the “Warrants”). The exercise price of the Warrants is $3.00 per share (subject to customary anti-dilution adjustments), and the Warrants will be exercisable for seven years from the date of issuance. There is no interest payable on the Notes as long as they convert in accordance with their terms.

     If the Shareholder Approval has not been obtained by November 1, 2010, XATA will be required to repay the Notes in full on such date, together with interest at an annual rate of 14%. In the event a change in control (as defined in the Notes) occurs prior to the conversion or maturity of the Notes, XATA will be obligated to repay the Notes in full, together with interest at an annual rate of 14%, and also make an additional change in control payment equal to the greater of (i) 50% of the principal amount of the Notes, or (ii) the amount above the principal amount of the Notes which the Purchasers would have received in the change in control had the Notes fully converted (and the underlying Series G Preferred Stock fully converted and the underlying Warrants been fully exercised) immediately prior to the consummation of such change in control.

     The rights, preferences and privileges of the Series G Preferred Stock, as set forth in the Articles Amendment to be submitted for shareholder approval, are as follows:

• Dividends — The Series G Preferred Stock is entitled to payment of dividends equivalent to any dividends paid on any other capital stock of XATA, except the preferred dividend payable on the Series B Preferred Stock.

• Liquidation — In the event of a liquidation (including a change in control (as defined in the Articles Amendment)), unless waived by a majority of the outstanding shares of Series G Preferred Stock (or any class or series that has priority or preference over the Series G Preferred Stock), the holders of Series G Preferred Stock will be entitled to receive, prior to payment of any amount to the holders of the Existing Preferred Stock or Common Stock, an amount equal to the greater of (i) an amount per share equal to the original issue price of the Series G Preferred Stock (subject to anti-dilution adjustments in the event of stock splits and similar events), plus all accrued or declared but unpaid dividends, and (ii) the amount such holder would have received in connection with such liquidation if the holder held the number of shares of Common Stock issuable upon conversion of the Series G Preferred Stock then held by such holder immediately prior to such liquidation.

• Conversion — The shares of Series G Preferred Stock will initially be convertible into shares of Common Stock at a conversion price of $3.00 per share, subject to anti-dilution adjustments in the event of stock splits and similar events. Accordingly, each share of Series G Preferred Stock will initially be convertible into one share of Common Stock.

• Mandatory Redemption — At the request of holders of at least 60% of the Series G Preferred Stock, XATA must redeem the shares of Series G Preferred Stock for the original issue price paid by the holders (subject to anti-dilution adjustments in the event of stock splits and similar events) plus unpaid dividends, at any time after the first to occur of (a) the fifth anniversary of the first issuance of Series G Preferred Stock, (b) an acceleration event, including certain judgments against XATA, defaults under certain indebtedness or a bankruptcy or similar event, or (c) a change in control of XATA. XATA may decline to redeem any shares of Series G Preferred Stock in the situation described by the preceding sentence, but if XATA does so, the Series G Preferred Stock will begin to bear cumulative dividends at the rate of 4% of the original issue price per annum.

• Optional Redemption — All outstanding shares of Series G Preferred Stock are also redeemable by XATA at any time following the date five years from the first issuance of Series G Preferred Stock, at a price per share equal to the original issue price paid by the holders (subject to anti-dilution adjustments in the event of stock splits and similar events) plus unpaid dividends, but only if (i) the market value of the Common Stock is at least three times the then effective conversion price for the Series G Preferred Stock over specified periods and (ii) either (x) a registration statement is in effect with respect to the shares of Common Stock underlying the Series G Preferred Stock and certain other conditions are met or (y) all of the shares of Common Stock underlying the Series G Preferred Stock may be sold without volume or other restrictions during any and all three-month periods without compliance with registration requirements pursuant to Rule 144(b)(1) under the Securities Act.

• Voting Rights — The Series G Preferred Stock will generally vote with the Common Stock on an as-converted basis. In addition, so long as at least 2.5 million shares of Series G Preferred Stock remain outstanding, the holders of a majority of the outstanding Series G Preferred Stock will have the right, voting as a separate class, to nominate and elect one member of XATA’s Board of Directors. Finally, so long as at least 3 million shares of Series G Preferred Stock remain outstanding, XATA will not be permitted to take any of the following actions without obtaining the approval of the holders of a majority of the Series G Preferred Stock: (i) create (by new authorization, recapitalization, designation or otherwise) or issue any class or series of stock or any other securities convertible into equity securities, or issued as units or in connection with equity securities of XATA, having any right, preference or privilege senior to or on parity with the Series G Preferred Stock with respect to dividends, redemption or liquidation preference, (ii) alter or change (whether pursuant to amendment, waiver or repeal of XATA’s articles or incorporation or bylaws or otherwise) the rights, preferences or privileges of the Series G Preferred Stock so as to adversely affect such shares, (iii) make any redemption, repurchase, payment or declaration of any dividend or distribution on any shares of capital stock of XATA other than the Series G Preferred Stock and certain dividends payable on Series B Preferred Stock, or (iv) enter into any bankruptcy filing, liquidation or similar event.

     Under the Note Purchase Agreement, XATA granted the Purchasers demand registration rights that may require XATA to in the future file one or more registration statements to register with the SEC the resale by the Purchasers of the shares of Common Stock issuable upon conversion of the Series G Preferred Stock and exercise of the Warrants. XATA also granted the Purchasers certain “piggy back” registration rights with respect to such shares. In the event that XATA fails to file or cause to be declared effective a registration statement within certain specified time periods following a registration request from the Purchasers, XATA may, in certain circumstances, be required to issue additional warrants to purchase shares of Common Stock to the Purchasers on the terms set forth in the Note Purchase Agreement.

     On December 4, 2009, in connection with the transactions contemplated by the Note Purchase Agreement and the Notes, XATA also entered into an Investor Rights Agreement with the TCV Purchasers (the “Investor Rights Agreement”) that provides the TCV Purchasers with the following rights:

• Right of First Refusal — Subject to certain exceptions, a right of first refusal to purchase their pro rata share of any equity securities that XATA may propose to sell and issue.

• Voting Rights — After the conversion of the Notes, the requirement that XATA obtain the approval of a majority of the total number of shares of Series G Preferred Stock and Common Stock (calculated on an as-converted to Common Stock basis) held by the TCV Purchasers in order to (i) enter into a transaction with an affiliated or interested party except upon terms not less favorable to XATA than it could obtain in a comparable arm’s-length transaction with an unaffiliated or disinterested third party and (ii) sell equity securities below fair market value.

• Consultation Rights — Consultation rights on matters relating to the termination of XATA’s President and/or Chief Executive Officer, and the selection of a replacement.

• Information Rights — After the conversion of the Notes, the right to receive information with respect to XATA’s annual, quarterly and monthly financial results, and its annual budget and business plans for each fiscal year.

• Inspection Rights — After the conversion of the Notes, the right to inspect the properties of XATA and discuss the affairs, finances and accounts of XATA with its officers.

     On December 4, 2009, in connection with the transactions contemplated by the Note Purchase Agreement, XATA also entered into the following additional agreements:

• An indemnification agreement with the TCV Purchasers (the “TCV Indemnification Agreement”) pursuant to which XATA agreed to indemnify the TCV Purchasers and certain related parties to the fullest extent permitted by law for a variety of claims that might arise out of any such party’s status (or alleged status) as a controlling person, fiduciary or other agent or affiliate of XATA.

• An amended and restated voting agreement with the Trident Purchasers and JDSTG (the “Trident Voting Agreement”), pursuant to which, among other things, (i) JDSTG agreed to vote for the Trident Purchasers’ nominee(s) for director, at such time as the Trident Purchasers no longer hold sufficient shares of Series B Preferred Stock to be permitted to elect two directors as a separate class pursuant to XATA’s articles of incorporation, but only for so long as the Trident Purchasers own at least 800,000 shares of Common Stock (directly or by ownership of preferred stock on an as-converted basis), and (ii) JDSTG granted Trident a right of first refusal to acquire a portion of its shares of Common Stock in the event it determines to sell or transfer such shares.

• A voting agreement with the TCV Purchasers and JDSTG (the “TCV Voting Agreement”), pursuant to which, among other things, (i) JDSTG agreed (effective upon conversion of the Notes) to vote for the TCV Purchasers’ nominee for director, at such time as the TCV Purchasers no longer hold sufficient shares of Series G Preferred Stock to be permitted to elect one director as a separate class pursuant to XATA’s articles of incorporation, but only for so long as the TCV Purchasers own at least 800,000 shares of Common Stock (directly or by ownership of preferred stock on an as-converted basis), and (ii) JDSTG granted Trident a right of first refusal to acquire a portion of its shares of Common Stock in the event it determines to sell or transfer such shares.

• A second amendment to stock purchase agreement with JDSTG (the “JDSTG Amendment”), pursuant to which XATA and JDSTG amended the terms of their Stock Purchase Agreement, dated as of August 30, 2000 (as amended, the “JDSTG Stock Purchase Agreement”, so as to eliminate a number of negative and affirmative covenants of XATA, and replace them with a covenant by XATA not to take any of the following actions without JDSTG’s prior written consent: (i) enter into a bankruptcy filing or permit a similar event; (ii) enter into a transaction with an affiliated or interested party except upon terms not less favorable to XATA than it could obtain in a comparable arm’s-length transaction with an unaffiliated or disinterested third party; or (iii) sell equity securities below fair market value.

     A member of XATA’s Board of Directors, Christopher Marshall, is a general partner of an affiliate of the TCV Purchasers. Mr. Marshall was formerly affiliated with the Trident Purchasers, and is currently serving as the director designee of the Trident Purchasers on the Board of Directors of XATA pursuant to the Trident Purchasers’ ownership of all of XATA’s outstanding Series B Preferred Stock. Upon conversion of the Notes, we expect that Mr. Marshall will cease to be the Trident Purchasers’ director designee, and instead will become the director designee of the holders of the Series G Preferred Stock.

     The Trident Purchasers currently hold all of XATA’s outstanding shares of Series B, Series C and Series D Preferred Stock, and a majority of XATA’s outstanding shares of Series F Preferred Stock. JDSTG (under the terms of the JDSTG Stock Purchase Agreement) and the Trident Purchasers (as holders of XATA’s Series B Preferred Stock) have rights to nominate directors to the Board of Directors of XATA, and in the case of the Trident Purchasers (as holders of XATA’s Series B Preferred Stock) to vote separately as a class on their nominees. Each of Trident and JDSTG consented to the Turnpike Acquisition and the Financing, and related matters, as necessary pursuant to agreements they have with XATA.

     Upon conversion of the Notes, and assuming the issuance of 833,333 shares of Common Stock to satisfy the initial $2.5 million future payment obligation in connection with the Turnpike Acquisition, the TCV Purchasers (who prior to the transactions described herein did not hold any XATA securities) will together hold XATA common and preferred stock totaling approximately 35% of the shares entitled to vote generally in the election of directors (excluding shares of Common Stock issuable pursuant to any options or warrants). The source of funds for the acquisition of the Notes by the TCV Purchasers was from capital contributions from their respective partners.

     Prior to the transactions described herein, the Trident Purchasers together held XATA common and preferred stock totaling approximately 39% of the shares entitled to vote generally in the election of directors (excluding shares of Common Stock issuable pursuant to any options or warrants). Upon conversion of the Notes, and assuming the issuance of 833,333 shares of Common Stock to satisfy the initial $2.5 million future payment obligation in connection with the Turnpike Acquisition, that percentage will decrease to 26% for the Trident Purchasers.

     The foregoing summary of the Note Purchase Agreement and the Notes, and the transactions contemplated thereby, as well as the Support Agreements, the Investor Rights Agreement, the TCV Indemnification Agreement, the Trident Voting Agreement, the TCV Voting Agreement, and the JDSTG Amendment, is qualified in its entirety by reference to the full text of those agreements, which are attached hereto as Exhibits 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9 and 10.10, and are incorporated herein by reference.

Cautionary note regarding forward-looking statements

     This Current Report on Form 8-K includes forward-looking statements. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Such statements are based on current expectations, and actual results may differ materially. The forward-looking statements in this announcement are subject to a number of risks and uncertainties including, but not limited to, the possibility that the Shareholder Approval will not be obtained, cost and difficulties we may face in integrating the businesses of XATA and Turnpike, and the other factors discussed under “Risk Factors” in Part IA, Item 1 of our Annual Report on Form 10-K for the fiscal year ended September 30, 2008 (as updated in our subsequent reports filed with the SEC). These reports are available under the “Investors” section of our Web site at www.xata.com and through the SEC Web site at www.sec.gov. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them in light of new information or future events.

Item 1.02. Termination of a Material Definitive Agreement.

     As described under Item 1.01 above, XATA used a portion of the proceeds from the Financing to repay all of its outstanding indebtedness under its secured credit facilities with each of SVB and PFG. In connection with paying off all indebtedness to SVB and PFG, XATA also terminated its Loan and Security Agreements, each dated January 31, 2008, with each of SVB and PFG.

Item 2.01. Completion of Acquisition of Disposition of Assets.

     As disclosed under Item 1.01 above, on December 4, 2009, XATA completed the acquisition of all of the outstanding equity interests of Turnpike. The information included under Item 1.01 above is incorporated by reference in this Item 2.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     As disclosed under Item 1.01 above, on December 4, 2009, XATA entered into the Note Purchase Agreement and issued an aggregate $30.2 million in Notes to the Purchasers. The information included under Item 1.01 above is incorporated by reference in this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

     As disclosed under Item 1.01 above, on December 4, 2009, XATA entered into the Purchase Agreements and completed the acquisition of all of the outstanding equity interests of Turnpike. XATA has agreed to pay $2.5 million of the initial purchase price in the Turnpike Acquisition, and three future contingent payments of $2.5 million each, if made, through the issuance to certain Sellers of shares of XATA Common Stock. The number of shares of Common Stock to be issued to satisfy these payment obligations will be calculated based on a $3.00 per share value.

     As disclosed under Item 1.01 above, on December 4, 2009, XATA entered into the Note Purchase Agreement and issued an aggregate $30.2 million in principal amount of Notes to the Purchasers.

     The Common Stock to be issued in connection with the Turnpike Acquisition, the Notes issued in connection with the Financing, and the securities underlying the Notes to be issued upon the conversion of the Notes, will be (or were) issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on (i) Section 4(2) or Rule 506 of Regulation D under the Securities Act and (ii) Regulation S under the Securities Act for the issuance of Common Stock to Sellers who are not “U.S. persons” as defined in Rule 902(k) of Regulation S under the Securities Act.

     The information included under Item 1.01 above is incorporated by reference in this Item 3.02.

Item 5.01. Changes in Control of Registrant.

     The information included under Item 1.01 above is incorporated by reference in this Item 5.01.

Item 7.01. Regulation FD Disclosure.

     On December 4, 2009, XATA issued a press release announcing the Turnpike Acquisition and the Financing. A copy of this press release is furnished as Exhibit 99.1 hereto. The information contained in Exhibit 99.1 is being furnished pursuant to Item 7.01 of this Current Report on Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under Section 18 of the Exchange Act. Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of XATA under the Securities Act or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The financial statements required to be filed pursuant to Item 9.01(a) of Form 8-K will be filed by amendment not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed, pursuant to Item 9.01(a)(4) of Form 8-K.

(b) Pro Forma Financial Information.

The pro forma financial information required to be filed pursuant to Item 9.01(b) of Form 8-K will be filed by amendment not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed, pursuant to Item 9.01(b)(2) of Form 8-K.

(d) Exhibits.

10.1 Equity Purchase Agreement, dated December 4, 2009, by and among XATA Corporation, Turnpike Global Technologies Inc., Turnpike Global Technologies LLC, the stockholders of Turnpike Global Technologies Inc. (other than Kelly Frey), the members of Turnpike Global Technologies LLC, and Brendan Staub, as Sellers’ Representative (excluding schedules and exhibits, which XATA Corporation agrees to furnish to the Securities and Exchange Commission upon request).

10.2	Equity Purchase Agreement, dated December 2, 2009, by and between XATA Corporation and Kelly Frey (excluding schedules and exhibits, which XATA Corporation agrees to furnish to the Securities and Exchange Commission upon request).
10.3	Note Purchase Agreement dated December 4, 2009, by and among XATA Corporation, TCV VII, L.P., TCV VII (A), L.P., TCV Member Fund, L.P., Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P., Trident Capital Parallel Fund-V, C.V., and GW 2001 Fund, L.P. (excluding schedules and exhibits, which XATA Corporation agrees to furnish to the Securities and Exchange Commission upon request).
10.4	Form of Note, issued on December 4, 2009 to each of TCV VII, L.P., TCV VII (A), L.P., TCV Member Fund, L.P., Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P., Trident Capital Parallel Fund-V, C.V., and GW 2001 Fund, L.P.
10.5	Form of Support Agreement, dated December 4, 2009, entered into by TCV VII, L.P. and TCV VII (A), L.P., with each of (i) John Deere Special Technologies Group, Inc. , (ii) GW 2001 Fund, L.P. and Weber Capital Partners II, L.P., and (iii) Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P., and Trident Capital Parallel Fund-V, C.V.
10.6	Investor Rights Agreement, dated December 4, 2009, by and between XATA Corporation and TCV VII, L.P., TCV VII (A), L.P., and TCV Member Fund, L.P.
10.7	Indemnification Agreement, dated December 4, 2009, by and between XATA Corporation and TCV VII, L.P., TCV VII (A), L.P., and TCV Member Fund, L.P.
10.8	Amended and Restated Voting Agreement, dated December 4, 2009, by and between XATA Corporation, John Deere Special Technologies Group, Inc., Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P., and Trident Capital Parallel Fund-V, C.V.
10.9	Voting Agreement, dated December 4, 2009, by and between XATA Corporation, John Deere Special Technologies Group, Inc., TCV VII, L.P., TCV VII (A), L.P., and TCV Member Fund, L.P.
10.10	Second Amendment to Stock Purchase Agreement, dated December 4, 2009, by and between XATA Corporation and John Deere Special Technologies Group, Inc.
99.1	Press Release of XATA Corporation dated December 4, 2009.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 10, 2009	XATA CORPORATION
	By:	/s/ Wesley Fredenburg
		Wesley Fredenburg, General Counsel

EX-10.1

EXHIBIT 10.1

EQUITY PURCHASE AGREEMENT

by and among

XATA CORPORATION,

TURNPIKE GLOBAL TECHNOLOGIES INC.,

TURNPIKE GLOBAL TECHNOLOGIES LLC,

THE STOCKHOLDERS OF TURNPIKE GLOBAL TECHNOLOGIES INC.,

THE MEMBERS OF TURNPIKE GLOBAL TECHNOLOGIES LLC,

and

BRENDAN STAUB, AS SELLERS’ REPRESENTATIVE

DATED AS OF DECEMBER 4, 2009

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		1
1.1	Definitions	1
1.2	Interpretation	10
ARTICLE II PURCHASE AND SALE		11
2.1	Purchase of the Shares and Membership Interests	11
2.2	Purchase Price	12
2.3	Closing and Guaranteed Payments	12
2.4	Purchase Price Adjustment	12
2.5	Earnout Payments	13
2.6	Non-Accredited US Sellers	16
2.7	Shareholder Approval	16
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS TO THE COMPANIES		16
3.1	Organization and Authorization	16
3.2	Due Execution and Delivery; Binding Obligations	17
3.3	Capitalization	17
3.4	No Conflict or Violation	19
3.5	Legal Proceedings, Orders and Judgments	19
3.6	Compliance with Law	19
3.7	Financial Statements	19
3.8	Absence of Undisclosed Liabilities	20
3.9	Absence of Changes	20
3.10	Material Contracts	22
3.11	Material Customers	23
3.12	Real Property	23
3.13	Tangible Property	24
3.14	Taxes	24
3.15	Permits	26
3.16	Intellectual Property	26

3.17	Employee Matters and Benefit Plans	29
3.18	Environmental Matters	33
3.19	Insurance	33
3.20	Affiliate Transactions	34
3.21	No Brokers or Finders	34
3.22	Accounts Receivable	34
3.23	Inventory	34
3.24	Powers of Attorney	34
3.25	Product Warranties	34
3.26	Products Liability	35
3.27	Material Suppliers	35
3.28	Indebtedness	35
3.29	Privacy Matters	35
3.30	Full Disclosure	36
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLERS		37
4.1	Organization and Authorization; Capacity	37
4.2	Due Execution and Delivery; Binding Obligations	37
4.3	Title to Shares and Membership Interests	37
4.4	No Conflict or Violation	37
4.5	Regulation D Securities	38
4.6	Regulation S Securities	39
4.7	Non-Accredited US Sellers	40
4.8	Legal and Other Advice; Access to Information	40
4.9	No Other Representations	41
ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER		41
5.1	Organization and Authorization of Purchaser	41
5.2	Due Execution and Delivery; Binding Obligations	41
5.3	No Conflict or Violation	41
5.4	No Brokers or Finders	41
5.5	Investment Intent	41
5.6	Issuance of Shares of Purchaser Common Stock	42
5.7	Financing Agreement	42
5.8	No Other Representations and Warranties	42

ARTICLE VI COVENANTS		42
6.1	Access to Information	42
6.2	Conduct of the Business	42
6.3	Regulatory and Other Authorizations; Consents; Permits	44
6.4	Confidentiality	44
6.5	Publicity	45
6.6	Indemnification of Officers and Directors	45
6.7	Tax Matters	45
6.8	Further Assurances	47
6.9	Post-Closing Maintenance of Records	47
6.10	Employees and Employee Benefit Plans	47
6.11	Purchaser Shareholder Approval	48
6.12	Covenant Not to Compete	49
6.13	No Shopping	49
6.14	Lock-Up Agreement	50
6.15	Registration of Purchaser Common Stock	50
6.16	Audit	50
6.17	Financing Agreement	50
ARTICLE VII CONDITIONS PRECEDENT TO PURCHASER’S PERFORMANCE		50
7.1	Accuracy of Sellers’ Representations and Warranties	51
7.2	Performance of Seller Parties’ Covenants	51
7.3	No Governmental Order or Adverse Law	51
7.4	Deliverables	51
7.5	Contemporaneous Closing	51
7.6	No Material Adverse Effect	51
7.7	Required Consents	51
7.8	Good Standings	51
ARTICLE VIII CONDITIONS PRECEDENT TO SELLERS’ PERFORMANCE		52
8.1	Accuracy of Purchaser’s Representations and Warranties	52
8.2	Performance of Purchaser’s Covenants	52
8.3	No Governmental Order or Adverse Law	52
8.4	Deliverables	52
ARTICLE IX TERMINATION PRIOR TO CLOSING		52

9.1	Termination	52
9.2	Effect on Obligations	53
ARTICLE X THE CLOSING		53
10.1	Closing	53
10.2	Sellers’ Obligations	53
10.3	Purchaser’s Obligations	54
ARTICLE XI INDEMNIFICATION		55
11.1	Survival of Representations and Warranties	55
11.2	Indemnification Obligations	55
11.3	Exclusive Remedy	57
11.4	Materiality Qualifiers	57
11.5	Effect of Knowledge	57
11.6	Adjustments to Purchase Price	58
11.7	Right of Set Off	58
11.8	Patent Claims	58
ARTICLE XII MISCELLANEOUS PROVISIONS		58
12.1	Fees and Expenses	58
12.2	Notices	58
12.3	Schedules	59
12.4	Entire Agreement	59
12.5	Governing Law	60
12.6	Waiver and Amendment	60
12.7	Assignment	60
12.8	Successors and Assigns	60
12.9	No Third Party Beneficiaries	60
12.10	Sellers’ Representative	60
12.11	Severability	61
12.12	No Presumption	61
12.13	Counterparts	61
12.14	Facsimile Signatures	61
12.15	Waiver of Jury Trial	62

EQUITY PURCHASE AGREEMENT

          This EQUITY PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 4, 2009, by and among XATA Corporation, a Minnesota corporation (“Purchaser”), Turnpike Global Technologies Inc., an Ontario corporation (the “CA Company”), all stockholders (except Kelly Frey) of the CA Company (which are listed on Schedule A attached hereto) (“CA Company Sellers”), Turnpike Global Technologies LLC, a Delaware limited liability company (the “US Company” and together with the CA Company, the “Companies” and each a “Company”), all members of the US Company (which are listed on Schedule B attached hereto) (the “US Company Sellers” and together with the CA Company Sellers, the “Sellers” and each a “Seller”), and Brendan Staub in his capacity as the Sellers’ Representative (the “Sellers’ Representative”).

RECITALS

          A. The CA Company Sellers own all of the issued and outstanding shares of capital stock (the “Shares”) of the CA Company, except 54,550 shares of common stock of the CA Company owned by Kelly Frey (the “Frey Shares”).

          B. The US Company Sellers own all of the issued and outstanding membership interests (the “Membership Interests”) of the US Company.

          C. The CA Company Sellers desire to sell the Shares to Purchaser and the US Company Sellers desire to sell the Membership Interests to Purchaser, and Purchaser desires to purchase the Shares and the Membership Interests from Sellers, in each case on the terms and subject to the conditions set forth in this Agreement.

          D. Simultaneously with the closing of the transactions contemplated hereby, the Purchaser shall also close on the transactions contemplated by that certain Equity Purchase Agreement, dated as December 2, 2009, between Kelly Frey and the Purchaser, (the “Frey Purchase Agreement”), pursuant to which the Purchaser is purchasing the Frey Shares.

          E. On the date hereof, Purchaser has entered into a Note Purchase Agreement with various investors (the “Financing Agreement”) for purposes of financing the acquisitions contemplated hereby.

AGREEMENT

          NOW, THEREFORE, in consideration of the foregoing recitals and the respective covenants, agreements, representations and warranties contained herein, the parties, intending to be legally bound, agree as follows:

ARTICLE I
DEFINITIONS

          1.1 Definitions. The following capitalized terms used herein shall have the meanings indicated:

          “Acceptance Notice” has the meaning set forth in Section 2.4.

          “Accounts Receivable” has the meaning set forth in Section 3.22.

          “Accredited US Sellers” has the meaning set forth in Section 4.5.

          “Action” means any action, claim, suit, litigation, arbitration, mediation or other proceeding by or before any Governmental Authority.

          “Affected Employees” has the meaning set forth in Section 6.10.

          “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with such Person. For purposes of this definition, “control” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

          “Agreement” has the meaning given to such term in the preamble hereto.

          “Ancillary Documents” means, with respect to a Person, any document executed and delivered by or on behalf of such Person, in connection with the execution and delivery of this Agreement or Closing, pursuant to the terms of this Agreement (but not including this Agreement).

          “Business Day” means any day, other than a Saturday or Sunday or a statutory holiday, on which banks are generally open for the transaction of business in Minneapolis, Minnesota and Toronto, Ontario.

          “CA Company” has the meaning given to such term in the preamble hereto.

          “CA Company Sellers” has the meaning given to such term in the preamble hereto.

          “CA Company Common Stock” has the meaning given to such term in Section 3.3.

          “CA Company Preferred Stock” has the meaning given to such term in Section 3.3.

          “Canadian GAAP” means generally accepted accounting principles as in effect in Canada from time to time.

          “Cap” has the meaning set forth in Section 11.2.

          “Closing” has the meaning given to such term in Section10.1.

          “Closing Cash Amount” means $9,050,000.

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          “Closing Date” has the meaning given to such term in Section 10.1.

          “COBRA” has the meaning given to such term in Section 3.17.

          “Code” means the Internal Revenue Code of 1986, as amended, and rules and regulations promulgated thereunder.

          “Combined Audited Financial Statements” means the financial statements of the Combined Companies as of September 30, 2009, prepared in connection with this Agreement and audited by Grant Thornton LLP.

          “Combined Companies” means both of the Companies on a combined basis for purposes of preparation of financial statements.

          “Company Benefit Plan” means (i) any “employee welfare benefit plan,” as defined in Section 3(l) of ERISA, (ii) any “employee pension benefit plan,” as defined in Section 3(2) of ERISA, (iii) any “multi-employer plan,” as defined in Section 4001(a)(3) of ERISA, and (iv) any other employee benefit plan, fund, program, agreement, or arrangement, in each case, (A) that is or was at any time sponsored, administered, or maintained, or required to be sponsored, administered, or maintained, by either Company or to which either Company makes or has made, or has or has had an obligation to make, contributions at any time and (B) which provides or at any time provided benefits to current or former employees of either Company or the dependents of any such employees.

          “Company IP” means all Intellectual Property owned by or filed in the name of the US Company or the CA Company.

          “Company Product” means a product sold, licensed, or offered for sale or license by the US Company or the CA Company to a customer, including the Company Software Products.

          “Company Service” means a service as sold, offered for sale or provided by the US Company or the CA Company to a customer.

          “Company Software Products” means all object code software products offered for license, licensed, or sublicensed by either Company to a customer, whether included in or with another Company Product or separately provided to a customer.

          “Contract” means any contract, purchase order, license, lease (including without limitation Lease), instrument, note, agreement, arrangement, or other binding commitment or obligation, in each case whether written or oral.

          “Damages” means any loss, liability, damage or reasonable expense incurred as a result thereof, including, without limitation, reasonable attorneys’, accountants’ and experts’ fees.

          “Deductible” has the meaning set forth in Section 11.2.

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          “Disclosure Schedule” has the meaning given to such term in the preamble to Article III.

          “Dispute Notice” has the meaning set forth in Section 2.4.

          “Documentation” means documentation, specifications, manuals and other user instructional materials related to Company Products, Company Services and Owned Data Bases.

          “Employee” means any employee of the US Company or the CA Company immediately prior to the Closing.

          “Encumbrance” means any mortgage, lien, pledge, charge, security interest, encumbrance, or restriction.

          “Environmental Laws” means all federal, state, provincial, local and foreign statutes, regulations, ordinances and similar provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common law concerning public health and safety, worker health and safety, and pollution or protection of the environment, including without limitation all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls or radiation.

          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

          “ERISA Affiliate” means any Person (whether incorporated or unincorporated) that together with the US Company would be deemed a “single employer” within the meaning of Section 414 of the Code.

          “ERISA Affiliate Plan” means (i) any “group health plan,” as defined in Section 5000(b)(1) of the Code, (ii) any “employee pension benefit plan,” as defined in Section 3(2) of ERISA that is subject to Title IV of ERISA, and (iii) any “multi-employer plan,” as defined in Section 4001(a)(3) of ERISA, sponsored, administered, or maintained, or required to be sponsored, administered or maintained, at any time by any ERISA Affiliate, or to which such ERISA Affiliate makes or has made, or has or has had an obligation to make, contributions at any time.

          “Final Net Working Capital” means the Net Working Capital on the Closing Date as determined pursuant to Section 2.4.

          “Financing Agreement” shall have the meaning set forth in the recitals hereto.

          “Final Order” shall mean an action by any regulatory authority having jurisdiction (i) with respect to which action no timely request for stay, motion or petition for reconsideration or rehearing, application or request for review or notice of appeal or other judicial petition for review is pending and (ii) as to which the time for filing any such request, motion, petition,

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application, appeal or notice and for the entry of orders staying, reconsidering or reviewing on such regulatory authority’s own motion has expired.

          “First Earnout Amount” means $2.5 million, less any amounts set off against such amount pursuant to Section 11.7 hereof.

          “First Earnout Period” means the period beginning on October 1, 2009 and ending on September 30, 2010.

          “First Earnout Trigger” has the meaning given to such term in Section 2.5.

          “Foreign Sellers” has the meaning given to such term in Section 4.6.

          “Frey Purchase Agreement” has the meaning given to such term in the recitals to this Agreement.

          “Frey Shares” has the meaning given to such term in the recitals to this Agreement.

          “GAAP” means generally accepted accounting principles as in effect in the United States from time to time.

          “Governmental Authority” means (i) any nation, state, province, county, city or other legal jurisdiction, (ii) any federal, state, provincial, local, municipal, foreign or other government, (iii) any governmental or quasi-governmental authority of any nature or (iv) any body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

          “Guaranteed Stock Amount” means $2.5 million.

          “Hazardous Substance” means any solid, liquid or gaseous substance, chemical, compound, product, byproduct, waste, pollutant, contaminant or material, including, without limitation, asbestos in friable form, urea formaldehyde, polychlorinated biphenyls and petroleum and its refined products, that is subject to regulation, control or remediation by any applicable Governmental Authority or by any Environmental Law.

          “Indebtedness” means, without duplication, (i) any indebtedness for borrowed money, (ii) any indebtedness evidenced by a note, bond or debenture, and (iii) any interest, principal, prepayment penalties, fees or expenses to the extent paid in respect of those items listed in the foregoing clauses (i) and (ii).

          “Indemnified Party” means a Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be.

          “Indemnifying Party” means a party that is required to indemnify any Indemnified Party pursuant to Article XI.

          “Independent Auditor” has the meaning set forth in Section 2.4.

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          “Insurance Policy” has the meaning set forth in Section 3.19.

          “Intellectual Property” means all of the following: (i) patents, patent applications, patent disclosures, and inventions, as well as any reissues, continuations, continuations-in-part, divisions, extensions, revisions, or reexaminations thereof; (ii) computer software (including but not limited to source code, executable code, data, databases and documentation); (iii) trademark rights, service mark rights and rights to trade names and internet domain names, and registrations and applications for registration thereof; (iv) copyrights and copyrightable works, and registrations and applications for registration thereof; (v) trade secrets, inventions, know-how, and confidential or proprietary information, and (vi) other intellectual property rights.

          “IT Assets” means all of the computer software, computer firmware, computer hardware and related network hardware, software and communications devices (whether general or specific purpose), websites and web based content, computer and telecommunications networks, Owned Data Bases and other similar or related items of automated, computerized, and/or software systems that used or relied on by either Company in the conduct of its business.

          “Knowledge of the Companies” means the actual knowledge of any Seller who is a natural person and any individual who is serving as a director, manager, officer or similar executive of either Company, and what any such individual should have known after a reasonable investigation.

          “Laws” means all laws of any country or any political subdivision thereof, including, without limitation, all federal, state, provincial, and local statutes, regulations, ordinances, orders or decrees or any other laws, common law theories or reported decisions of any court thereof.

          “Leases” means all leases, subleases, licenses and other lease agreements, together with all amendments, supplements and nondisturbance agreements pertaining thereto, under which either Company leases, subleases, licenses or uses any real property.

          “Lock-Up Period” has the meaning given to such term in Section 6.14.

          “Material Adverse Effect” means any condition, change, effect or circumstance that, individually or when taken together with all such conditions, changes effects or circumstances has or could reasonably be expected to have a material adverse effect on the operations, condition (financial or otherwise), business, results of operations, assets or liabilities of either Company, other than any such effect resulting from (i) changes in the United States or Canadian economy in general, (ii) changes generally affecting the industries in which the Companies operate their business, (iii) financial, banking, or securities markets (including any disruption thereof and any decline in the price of any security or any market index), or (iv) the outbreak or escalation of hostilities, war or acts of terrorism; provided that with respect to clauses (i) through (iv), the changes or conditions do not have a materially disproportionate effect on the Companies (relative to other participants in such industries).

          “Material Contract” has the meaning given to such term in Section 3.10.

          “Material Customer” has the meaning given to such term in Section 3.11.

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          “Membership Interests” has the meaning given to such term in the recitals to this Agreement.

          “Necessary IP Rights” shall have the meaning ascribed in Section 3.16.

          “Net New Subscriptions” for any period means the total number of Units that are newly sold and deployed by the Companies (including successors and assigns) during such period, less attrition during such period.

          “Net Working Capital” shall be determined for the Combined Companies in accordance with the methodology set forth on Exhibit A.

          “Non-Accredited US Seller” means any CA Company Seller that is both (a) a “U.S. person” as defined in Rule 902(k) of Regulation S under the Securities Act, and (b) not an “accredited investor” as defined in Rule 501 promulgated under the Securities Act.

          “Non-Compete Period” has the meaning given to such term in Section 6.12.

          “Organizational Documents” means, with respect to a Person: (a) the articles or certificate of incorporation, formation or organization (as applicable) and the by-laws or similar governing document of such Person; (b) any limited liability company agreement, partnership agreement, operating agreement, shareholder agreement, or similar document of or regarding such Person; (c) any other charter or organizational document adopted or filed in connection with the incorporation, formation, organization or governance of such Person; or (d) any amendment to any of the foregoing.

          “Owned Data Bases” shall have the meaning ascribed in Section 3.16.

          “Per Share Price” means $3.00.

          “Permits” means all franchises, permits, licenses, qualifications, municipal and other authorizations, orders and other rights from, and filings with, any Governmental Authority.

          “Permitted Encumbrances” means (i) statutory liens for Taxes and other charges and assessments by any Governmental Authority that are not yet due and payable or are being contested in good faith, (ii) mechanics’, materialmen’s, and similar liens arising or incurred in the ordinary course of business of the Company that can be satisfied by a payment of cash to the lienholders, (iii) as to real property interests, including leasehold interests, any easements, rights-of-way, servitudes, permits, restrictions, and minor imperfections or irregularities in title that do not, individually or in the aggregate, interfere with the ability to own, use, or operate such real property, and (iv) notice filings with respect to equipment leases or other leases of personal property.

          “Person” means any individual, any entity or any unincorporated organization, including a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, or a joint venture.

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          “Personal Information” means any information about an identifiable individual which is protected by any Privacy Law.

          “Pre-Closing Products” means any product or service offered by a Company prior to the Closing Date.

          “Pre-Closing Tax Period” has the meaning given to such term in Section 6.7.

          “Privacy Policies” means the practices, policies and procedures of the Companies in respect of Personal Information.

          “Product Revenue” for any particular period means revenue recognized by the Companies (including successors and assigns) during such period from the sale, licensing or other commercial exploitation of any technology, products and software developed by either Company, including but not limited to: (a) RouteTracker-based product hardware for Units or access-points; (b) licensing and software that enable third party hardware to operate in place of a RouteTracker; and (c) all software revenue generated by and related to a Company’s software as a service model including but not limited to fuel tax, hours of service, TPMobile, TPDispatch, government road analysis and webservices.

          “Proportionate Interest” with respect to any CA Company Seller means the percentage set forth opposite such CA Company Seller’s name on Schedule F hereto.

          “Proxy Statement” has the meaning set forth in Section 6.11.

          “Publicly Available Software” has the meaning set forth in Section 3.16.

          “Purchase Price” has the meaning given to such term in Section 2.2.

          “Purchaser” has the meaning given to such term in the preamble hereto.

          “Purchaser Common Stock” has the meaning given to such term in Section 2.3.

          “Purchaser Indemnified Parties” has the meaning given to such term in Section 11.2.

          “Purchaser Shareholder Approval” has the meaning given to such term in Section 6.11.

          “Purchaser Shareholder Meeting” has the meaning given to such term in Section 6.11.

          “Purchaser’s Statement” has the meaning set forth in Section 2.4.

          “Records” has the meaning set forth in Section 6.9.

          “Registered IP” means all unexpired U.S., Canadian, international and foreign (i) patents and patent applications (including provisional applications and design patents and applications) and all reissues, divisions, divisionals, renewals, extensions, counterparts,

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continuations and continuations-in-part thereof, and all patents, applications, and filings claiming priority thereto or serving as a basis for priority thereof, (ii) registered trademarks, service marks, applications to register trademarks, applications to register service marks, intent-to-use applications, or other registrations or applications related to trademarks, (iii) registered copyrights and applications for copyright registration, (iv) domain name registrations and Internet URL number assignments, and (v) other intellectual property rights that are the subject of an application, certificate, filing, registration or other document filed or recorded with, or issued by, any governmental agency, in the case of each of clauses (i)-(v) above, owned by, under obligation of assignment to, or filed in the name of, either Company.

          “Registration Statement” has the meaning set forth in Section 6.15.

          “Representative” of a party means any officer, director, manager, employee, principal, member, shareholder or partner of such party or any attorney, accountant or advisor to such party.

          “Review Period” has the meaning set forth in Section 2.4.

          “RouteTracker” means the product currently known as RouteTracker and any other product which is at any time based upon the technology of either Company.

          “Rule 144” has the meaning set forth in Section 4.5.

          “SEC” means the U. S. Securities and the Exchange Commission.

          “Second Earnout Amount” means $2.5 million.

          “Second Earnout Period” means the period beginning on October 1, 2010 and ending on September 30, 2011.

          “Second Earnout Trigger” has the meaning set forth in Section 2.5.

          “Securities” means the shares of Purchaser Common Stock issuable to the CA Company Sellers pursuant hereto.

          “Securities Act” means the Securities Act of 1933, as amended.

          “Seller Indemnified Parties” has the meaning given to such term in Section 11.2.

          “Seller Parties” means the Companies, the Sellers and the Sellers’ Representative.

          “Sellers” has the meaning given to such term in the preamble hereto and “Seller” means any of the Sellers.

          “Sellers’ Representative” has the meaning given to such term in the preamble hereto.

          “Shares” has the meaning given to such term in the recitals to this Agreement.

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          “Specified Representations” has the meaning given to such term in Section 11.1.

          “Target Amount” shall mean $100,000.

          “Tax(es)” means all taxes, charges, fees, levies, duties, imposts or other assessments or charges imposed by and required to be paid to any federal, state, provincial, local or foreign taxing authority, including, without limitation, income, excise, property (whether real or tangible personal property), sales, use, transfer, gains, ad valorem, value added, stamp, payroll, windfall, profits, gross receipts, license, occupation, commercial activity, employment, withholding, social security, workers’ compensation, unemployment compensation, capital stock and franchise taxes, alternative or add-on minimum (including any interest, penalties or additions attributable to or imposed on or with respect to any such assessment) and any estimated payments or estimated taxes.

          “Tax Return” means any return, report, information return or other similar document or statement (including any related or supporting information) filed or required to be filed with any Governmental Authority in connection with the determination, assessment or collection of any Tax or the administration of any Laws, regulations or administrative requirements relating to any Tax, including, without limitation, any information return, claim for refund, amended return or declaration of estimated Tax and all federal, state, provincial, local and foreign returns, reports and similar statements.

          “Third Earnout Amount” means $2.5 million.

          “Third Earnout Period” means the period beginning on October 1, 2011 and ending on September 30, 2012.

          “Third Earnout Trigger” has the meaning set forth in Section 2.5.

          “Units” means a motor vehicle or trailer which uses any products or software which are based upon the technology of either Company.

          “US Company” has the meaning given to such term in the preamble hereto.

          “US Company Sellers” has the meaning given to such term in the preamble hereto.

          “Working Capital Taxes” means state sales, use, property and business Taxes, (including excise and franchise Taxes), but excluding state or federal Taxes measured by income incurred by a Company in the ordinary course of business and consistent with past practice (including by type and amount) that are not due and payable as of the Closing Date.

          1.2 Interpretation. In this Agreement, unless otherwise specified or where the context otherwise requires:

               (a) language shall be construed simply according to its fair meaning and not strictly for or against any party;

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               (b) the headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement;

               (c) words importing any gender shall include other genders;

               (d) words importing the singular only shall include the plural and vice versa;

               (e) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation;”

               (f) the words “hereby,” “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement;

               (g) references to “Article,” “Section” or “Schedule” shall be to an Article, Section or Schedule of or to this Agreement;

               (h) references to any Person include the successors and permitted assigns of such Person;

               (i) any definition of or reference to any Law, agreement, instrument or other document herein will be construed as referring to such Law, agreement, instrument or other document as from time to time amended, supplemented or otherwise modified;

               (j) any definition of or reference to any statute will be construed as referring also to any rules and regulations promulgated thereunder;

               (k) references to “dollars” and “$” shall, unless otherwise stated, refer to U.S. dollars.

ARTICLE II
PURCHASE AND SALE

          2.1 Purchase of the Shares and Membership Interests. On the terms and subject to the conditions of this Agreement, at the Closing:

               (a) each CA Company Seller shall sell, assign and deliver the number and type of Shares set forth opposite such CA Company Seller’s name on Schedule A attached hereto to Purchaser, and Purchaser shall purchase and acquire such Shares from such CA Company Seller; and

               (b) each US Company Seller shall sell, assign and deliver the Membership Interests set forth opposite such US Company Seller’s name on Schedule B attached hereto to Purchaser, and Purchaser shall purchase and acquire such Membership Interests from such US Company Seller.

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          2.2 Purchase Price.

               (a) The aggregate purchase price for the Shares (the “Purchase Price”) shall be equal to the Closing Cash Amount, plus the Guaranteed Stock Amount, plus the First Earnout Amount (if required to be paid pursuant hereto), plus the Second Earnout Amount (if required to be paid pursuant hereto), plus the Third Earnout Amount (if required to be paid pursuant hereto), subject to adjustment pursuant to Section 2.4.

               (b) The aggregate purchase price for the Membership Interests shall equal one dollar ($1).

          2.3 Closing and Guaranteed Payments.

               (a) The Closing Cash Amount shall be withheld and paid by Purchaser at Closing as follows:

                    (i) Purchaser shall withhold $424,252.26 with respect to the Indebtedness set forth on Exhibit B hereto;

                    (ii) Purchaser shall withhold the settlement amount set forth on Exhibit C hereto, such amount to be paid on behalf of the Companies in settlement of the matter set forth on such exhibit; and

                    (iii) An amount equal to the Closing Cash Amount, less the amounts withheld under Sections 2.3(a)(i) and 2.3(a)(ii), shall be paid at the Closing by Purchaser by wire transfer of immediately available funds to such account as the Sellers’ Representative designates in writing prior to the Closing, for allocation among the CA Company Sellers in accordance with Schedule G.

               (b) Subject to Section 2.6 and Section 2.7, Purchaser shall pay the Guaranteed Stock Amount promptly, and in any event within 10 Business Days, after the Purchaser Shareholder Approval has been obtained, by issuing to each CA Company Seller a number of unregistered, restricted shares of Purchaser common stock, $.01 par value (“Purchaser Common Stock”), equal to such CA Company Seller’s Proportionate Interest multiplied by the Guaranteed Stock Amount, divided by the Per Share Price. The number of shares issued to each CA Company Seller pursuant to this Section 2.3(b) shall be rounded down to the nearest whole share.

          2.4 Purchase Price Adjustment.

               (a) Statement of Net Working Capital. No later than 60 days following the Closing Date, the Purchaser shall prepare and deliver to the Sellers’ Representative a statement of the Net Working Capital of the Combined Companies as of the close of business on the Closing Date (“Purchaser’s Statement”), together with reasonable backup documentation to support the line items included therein. The Sellers’ Representative shall have a period of thirty (30) days from the receipt of Purchaser’s Statement (the “Review Period”) to review the Purchaser’s Statement and the Sellers’ Representative shall deliver to the Purchaser, prior to the expiration of the Review Period, either (i) a written notice of disagreement (a “Dispute Notice”)

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with respect to any dispute relating to the Purchaser’s Statement, specifying in reasonable detail the nature and amount of such disagreement and including the Sellers’ determination of the Net Working Capital as of the Closing Date or (ii) a written statement accepting Purchaser’s Statement (an “Acceptance Notice”), in which case Purchaser’s Statement shall be final and binding, effective as of the date on which the Purchaser receives the Acceptance Notice. If the Sellers’ Representative does not deliver a Dispute Notice or an Acceptance Notice within the Review Period, then Purchaser’s Statement shall be final and binding, effective as of the first Business Day after the expiration of the Review Period.

               (b) Resolution of Disputes. If the Sellers’ Representative delivers a Dispute Notice to the Purchaser prior to the expiration of the Review Period, then Purchaser and the Sellers’ Representative shall attempt in good faith to resolve such dispute within fifteen (15) days from the date of the Dispute Notice (or such longer period as such parties may mutually agree). If the Purchaser and the Sellers’ Representative cannot reach agreement within such fifteen (15) day period (or such longer period as they may mutually agree), then the Purchaser and the Sellers’ Representative shall promptly refer the specific items in dispute to McGladrey & Pullen, LLP (the “Independent Auditor”) for binding resolution. The Independent Auditor shall work to resolve such dispute promptly and, to the extent practicable, within thirty (30) days from the date the dispute is submitted to the Independent Auditor. The Independent Auditor shall act based solely on the presentations of the Purchaser and the Sellers’ Representative and not by independent review unless, in the opinion of the Independent Auditor, independent review is reasonably necessary under the circumstances. Any item not specifically referred to the Independent Auditor for evaluation shall be deemed final and binding on the parties. The Independent Auditor shall deliver to the Purchaser and the Sellers’ Representative a written opinion setting forth the final determination of the Net Working Capital as of the Closing Date calculated in accordance with the provisions of this Agreement. The determination of the Independent Auditor shall be final and binding, effective as of the date the Independent Auditor’s written opinion is received by the Purchaser and the Sellers’ Representative. The fees, costs and expenses of the Independent Auditor shall be borne 50% by the Purchaser and 50% by the Sellers’ Representative on behalf of the Sellers.

               (c) Final Settlement. If the Final Net Working Capital is less than the Target Amount, the Sellers’ Representative shall, on behalf of the Sellers, within five (5) Business Days from the effective date of such final determination, pay to the Purchaser the amount of such difference, such payment to be made by wire transfer of immediately available funds to such bank account as the Purchaser may designate (or in the absence of any such designation, by corporate check mailed to the Purchaser). If the Final Net Working Capital is greater than the Target Amount, the Purchaser shall, within five (5) Business Days from the date of such final determination, pay to the Sellers’ Representative the amount of such difference, such payment to be made by wire transfer of immediately available funds to such bank account(s) as the Sellers’ Representative may designate, for pro rata distribution among the CA Company Sellers based on their respective Proportionate Interests.

               (d) Any payments made pursuant to this Section 2.4 shall be consistently treated as adjustments to the Purchase Price.

          2.5 Earnout Payments.

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               (a) The First Earnout Amount shall only become due and payable to the CA Company Sellers if both of the following conditions are met with respect to the First Earnout Period (the “First Earnout Trigger”):

                    (i) Product Revenue is at least $7.9 million; and

                    (ii) Net New Subscriptions is at least 10,875.

               (b) The Second Earnout Amount shall only become due and payable to the CA Company Sellers if both of the following conditions are met with respect to the Second Earnout Period (the “Second Earnout Trigger”):

                    (i) Product Revenue is at least $11.9 million; and

                    (ii) Net New Subscriptions is at least 13,100.

               (c) The Third Earnout Amount shall only become due and payable to the CA Company Sellers if both of the following conditions are met with respect to the Third Earnout Period (the “Third Earnout Trigger”):

                    (i) Product Revenue is at least $16.8 million; and

                    (ii) Net New Subscriptions is at least 16,602.

               (d) Subject to Section 2.6 and Section 2.7, within 30 days following the date on which Purchaser’s delivery of the Earnout Notice for the First Earnout Period is due under Section 2.5(g), if the First Earnout Trigger has been met, Purchaser shall pay the First Earnout Amount by issuing to each CA Company Seller a number of shares of Purchaser Common Stock equal to such CA Company Seller’s Proportionate Interest multiplied by the First Earnout Amount, divided by the Per Share Price. The number of shares issued to each CA Company Seller pursuant to this Section 2.5(d) shall be rounded down to the nearest whole share.

               (e) Subject to Section 2.6 and Section 2.7, within 30 days following the date on which Purchaser’s delivery of the Earnout Notice for the Second Earnout Period is due under Section 2.5(g), if the Second Earnout Trigger has been met, Purchaser shall pay the Second Earnout Amount by issuing to each CA Company Seller a number of shares of Purchaser Common Stock equal to such CA Company Seller’s Proportionate Interest multiplied by the Second Earnout Amount, divided by the Per Share Price. The number of shares issued to each CA Company Seller pursuant to this Section 2.5(e) shall be rounded down to the nearest whole share.

               (f) Subject to Section 2.6 and Section 2.7, within 30 days following the date on which Purchaser’s delivery of the Earnout Notice for the Third Earnout Period is due under Section 2.5(g), if the Third Earnout Trigger has been met, Purchaser shall pay the Third Earnout Amount by issuing to each CA Company Seller a number of shares of Purchaser Common Stock equal to such CA Company Seller’s Proportionate Interest multiplied by the

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Third Earnout Amount, divided by the Per Share Price. The number of shares issued to each CA Company Seller pursuant to this Section 2.5(f) shall be rounded down to the nearest whole share.

               (g) As soon as reasonably practicable, but in any event not more than 60 days after the end of each Earnout Period, Purchaser shall determine the amount of Product Revenue and Net New Subscriptions for such Earnout Period, and deliver written notice thereof which provides the particulars of such determination (each, an “Earnout Notice”) to the Sellers’ Representative, along with a statement signed by an officer of Purchaser as to whether the Earnout Trigger for such Earnout Period has been met. If so requested by the Sellers’ Representative, Purchaser shall consult with the Sellers’ Representative regarding such determination before the Earnout Notice is delivered and provide the Sellers’ Representative with reasonable access to all relevant information in connection therewith.

               (h) From the Closing Date until September 30, 2013, Purchaser agrees to prepare and preserve all books and records necessary for the determination of whether an Earnout Payment is due with respect to each Earnout Period (the “Earnout Records”). The Earnout Records shall be prepared in accordance with US GAAP, consistently applied. Purchaser shall permit Sellers’ Representative (or a person appointed by Sellers’ Representative), during the period that Purchaser is required to preserve books and records as set forth above, upon seven days prior written notice and during Purchaser’s regular business hours, to review and copy at Purchaser’s corporate offices, or another mutually acceptable location, all necessary accounting records and all work papers used by Purchaser in the preparation of the Earnout Records.

               (i) It is agreed that in some cases the Purchaser will sell products or software that generate Product Revenue from a customer (“Turnpike Products or Software”) and to the same customer sell products or software which are not Turnpike Products or Software (“XATA Products or Software”). It is agreed that in any such event pricing shall be allocated fairly; accordingly, it is further agreed that if a situation occurs that results in a discount being given to a customer in a transaction that includes both Turnpike Products or Software and XATA Products or Software, for purposes of determining Product Revenue such discount will be allocated between the Purchaser and the Companies pro rata in accordance with their respective portions of the transaction’s value.

               (j) The Sellers acknowledge and agree that (i) their sole and exclusive right under this Section 2.5 will be to receive the First Earnout Amount, Second Earnout Amount, and/or Third Earnout Amount, in each case if required by this Section 2.5, (ii) Purchaser will have the right to operate the Companies as it chooses, in its sole discretion, (iii) Purchaser is not under any obligation to provide any specific level of investment or financial assistance to the Companies or to undertake any specific actions (or to refrain from taking any specific actions) with respect to the operation of the Companies, (iv) Purchaser is not representing or warranting that any specific level of performance will be achieved or sought, and (v) Sellers will not have any claims against Purchaser arising from the failure of the Companies to achieve for any reason the First Earnout Trigger, Second Earnout Trigger, Third Earnout Trigger, or any other specific level of performance, so long as Purchaser acts in good faith.

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          2.6 Non-Accredited US Sellers. Notwithstanding anything herein to the contrary, no shares of Purchaser Common Stock shall be issued pursuant to this Agreement to any Non-Accredited US Seller. At any time when shares of Purchaser Common Stock would, but for the terms of this Section 2.6, be required to be issued to a Non-Accredited US Seller pursuant to this Agreement, the Purchaser shall instead pay cash to such Non-Accredited US Seller in an amount equal to (i) the number of shares of Purchaser Common Stock that would have otherwise been issuable to such Non-Accredited US Seller, multiplied by (ii) the Per Share Price. Any such cash amounts to be paid by Purchaser shall be aggregated and paid by wire transfer of immediately available funds to such account as the Sellers’ Representative designates in writing, for appropriate allocation among the Non-Accredited US Sellers.

          2.7 Shareholder Approval.

               (a) Notwithstanding anything herein to the contrary, no shares of Purchaser Common Stock shall be issued pursuant to this Agreement unless the Purchaser Shareholder Approval has been obtained. The Purchaser shall use commercially reasonable best efforts to obtain the Purchaser Shareholder Approval.

               (b) If the Purchaser Shareholder Approval has not been obtained on or prior to the six-month anniversary of the Closing Date, then an amount in cash equal to the Guaranteed Stock Amount shall promptly be paid by Purchaser by wire transfer of immediately available funds to such account as the Sellers’ Representative designates in writing, for allocation among the CA Company Sellers pro rata in accordance with their Proportionate Interests, and Purchaser shall have no obligation to pay the Guaranteed Stock Amount in shares of Purchaser Common Stock.

               (c) If the Purchaser Shareholder Approval has not been obtained on or prior to the time that an Earnout Payment becomes due and payable pursuant to Section 2.5, then an amount in cash equal to such Earnout Payment shall promptly be paid by Purchaser by wire transfer of immediately available funds to such account as the Sellers’ Representative designates in writing, for allocation among the CA Company Sellers pro rata in accordance with their Proportionate Interests, and Purchaser shall have no obligation to pay such Earnout Amount in shares of Purchaser Common Stock.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS TO THE COMPANIES

          The Sellers, jointly and severally, represent and warrant to Purchaser as follows, subject to the exceptions set forth in the disclosure schedule attached hereto, which is numbered to correspond to the sections qualified by the disclosures thereon (the “Disclosure Schedule”).

          3.1 Organization and Authorization.

               (a) The CA Company is a corporation, duly organized, validly existing and in good standing under the Laws of the Province of Ontario and has all requisite corporate power and authority to (i) own, lease, and operate its properties and assets and to carry on its business as presently conducted and (ii) enter into this Agreement and the Ancillary Documents, perform its obligations hereunder and thereunder, and consummate the transactions contemplated

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hereby and thereby. The CA Company is qualified to do business in each jurisdiction in which the conduct of its business or ownership of its properties and assets make such qualification necessary, except for such jurisdictions in which the failure to be so qualified can be cured without material expense and will not render unenforceable any Contract to which the CA Company is a party or by which the CA Company or its assets is bound.

               (b) The US Company is a limited liability company, duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite company power and authority to (i) own, lease, and operate its properties and assets and to carry on its business as presently conducted and (ii) enter into this Agreement and the Ancillary Documents, perform its obligations hereunder and thereunder, and consummate the transactions contemplated hereby and thereby. The US Company is qualified to do business in each jurisdiction in which the conduct of its business or ownership of its properties and assets make such qualification necessary, except for such jurisdictions in which the failure to be so qualified can be cured without material expense and will not render unenforceable any Contract to which the US Company is a party or by which the US Company or its assets is bound.

          3.2 Due Execution and Delivery; Binding Obligations.

               (a) The execution, delivery and performance of this Agreement and the Ancillary Documents by the CA Company has been duly authorized by all necessary action on the part of the CA Company. This Agreement has been, and at the Closing the Ancillary Documents will be, duly executed and delivered by the CA Company, and this Agreement constitutes, and each Ancillary Document will constitute when executed, a legal, valid and binding agreement of the CA Company, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

               (b) The execution, delivery and performance of this Agreement and the Ancillary Documents by the US Company has been duly authorized by all necessary action on the part of the US Company. This Agreement has been, and at the Closing the Ancillary Documents will be, duly executed and delivered by the US Company, and this Agreement constitutes, and each Ancillary Document will constitute when executed, a legal, valid and binding agreement of the US Company, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

          3.3 Capitalization.

               (a) The authorized capital stock of the CA Company consists of an unlimited number of shares of common stock, no par value, of which 1,362,307 shares are issued and outstanding (such issued and outstanding shares, the “CA Company Common Stock”), an unlimited number of shares of class A preferred stock, no par value, of which 27,000 shares are issued and outstanding (such issued and outstanding shares, the “CA Company Preferred Stock”), and an unlimited number of shares of preference stock, no par value, of which zero

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shares are issued and outstanding. The CA Company Common Stock and the CA Company Preferred Stock together constitute the Shares. The Shares are duly and validly authorized, issued and outstanding, fully paid and non-assessable. No equity interest in the CA Company was issued in violation of any Organizational Document of the CA Company, any Law, or any preemptive right (or other similar right) of any Person. There are no: (1) outstanding subscriptions, options, warrants, put or call rights, preemptive rights, purchaser rights, subscription rights, conversion rights, exchange right or other securities, agreements or commitments of any nature, whether legal or equitable, and whether written or oral, whereby any Person has, or has a right to receive, any economic, voting, ownership or any other type of interest, equity or security in the CA Company; (2) agreements or commitments of any nature, whether legal or equitable, and whether written or oral, obligating the CA Company or any other Person to transfer, sell, purchase, redeem or otherwise acquire any securities of the CA Company; (3) equity appreciation, phantom stock, profit participation or similar right with respect to the CA Company or any agreement or commitment of any nature to establish the same, whether legal or equitable, and whether written or oral; or (4) except as set forth on Section 3.3(a) of the Disclosure Schedule, voting trust, proxy or other Contract with respect to any equity or voting interest in the CA Company. True and correct copies of the CA Company’s Organizational Documents have been made available to Purchaser.

               (b) The authorized capitalization of the US Company consists solely of the Membership Interests, and there are no other outstanding ownership interests of any kind with respect to the US Company. The Membership Interests are duly and validly authorized, issued and outstanding, fully paid and non-assessable. No equity interest in the US Company was issued in violation of any Organizational Document of the US Company, any Law, or any preemptive right (or other similar right) of any Person. There are no: (1) outstanding subscriptions, options, warrants, put or call rights, preemptive rights, purchaser rights, subscription rights, conversion rights, exchange right or other securities, agreements or commitments of any nature, whether legal or equitable, and whether written or oral, whereby any Person has, or has a right to receive, any economic, voting, ownership or any other type of interest, equity or security in the US Company; (2) agreements or commitments of any nature, whether legal or equitable, and whether written or oral, obligating the US Company or any other Person to transfer, sell, purchase, redeem or otherwise acquire any securities of the US Company; (3) equity appreciation, phantom stock, profit participation or similar right with respect to the US Company or any agreement or commitment of any nature to establish the same, whether legal or equitable, and whether written or oral; or (4) voting trust, proxy or other Contract with respect to any equity or voting interest in the US Company, other than the US Company’s Limited Liability Company Agreement dated as of February 23, 2006, which shall be terminated immediately prior to Closing. True and correct copies of the US Company’s Organizational Documents have been made available to Purchaser.

               (c) Neither Company owns, directly or indirectly, any voting securities or other equity interests in, or has the right to control, any other Person.

               (d) Turnpike Holdings, Inc., a Delaware corporation, has no interest in, title to, or right with respect to any asset or property of any kind other than the Membership Interests set forth opposite its name on Schedule B attached hereto. Turnpike Global Holdings Inc., an Ontario corporation, has no interest in, title to, or right with respect to any asset or

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property of any kind other than the shares of capital stock of Turnpike Holdings, Inc. held by it, which shares constitute all of the issued and outstanding shares of capital stock of Turnpike Holdings, Inc.

          3.4 No Conflict or Violation. Except as set forth on Section 3.4 of the Disclosure Schedule, neither the execution and delivery of this Agreement by the US Company or the CA Company nor the consummation of the transactions contemplated hereby will result in (i) a breach or violation of, a conflict with, or create a right or obligation under, the Organizational Documents of either Company, (ii) a violation by either Company of any applicable Law, (iii) a breach or violation by either Company of or default under any order, judgment, writ, injunction decree or award to which either Company is a party or by which either Company is bound, or (iv) a breach, violation of or a default under, conflict with or give rise to or create any right of any Person to accelerate, increase, terminate, modify or cancel any right or obligation in a manner adverse to either Company or result in the creation of any Encumbrance, other than a Permitted Encumbrance, under, any Contract to which any Seller or either Company is a party or by which any asset of either Company is bound. Except as set forth on Section 3.4 of the Disclosure Schedule, no consents, Permits, approvals or authorizations of, or notices, declarations, filings, applications, transfers or registrations with, any Governmental Authority or any other Person are required to be made or obtained by either Company by virtue of, or in order to permit, the execution, delivery or performance of this Agreement by either Company or the consummation of the transactions contemplated hereby by either Company.

          3.5 Legal Proceedings, Orders and Judgments. Except as set forth on Section 3.5 of the Disclosure Schedule, there is no action, claim, suit, complaint, investigation, arbitration, hearing, or other proceeding pending, or to the Knowledge of the Companies, threatened against either Company, or any of such Company’s properties or assets, or to which either Company is a party. Neither Company, nor any of the assets or properties of either Company, is subject to any order, judgment, injunction, writ, indictment or information, grand jury subpoena or civil investigative demand, plea agreement, stipulation, decree or award (whether rendered by a court, commission, arbitration tribunal, or judicial, governmental or administrative department, body, agency, administrator or official, grand jury or any other forum for the resolution of grievances).

          3.6 Compliance with Law. At all times since their respective formation or incorporation, as applicable, the Companies have been operated in compliance in all material respects with all applicable Laws. Neither Company has received any notice from any Governmental Authority claiming any material violation of or material non-compliance with any Law. Each Company possesses and is in compliance in all material respects with each Permit necessary for such Company to own, operate and use its assets and conduct its business.

          3.7 Financial Statements.

               (a) Purchaser has been provided with a true, correct and complete copy of the Combined Audited Financial Statements of the Combined Companies for the fiscal year ended September 30, 2009, including the notes thereto. The Combined Audited Financial Statements have been prepared in accordance with US GAAP consistently applied during the respective periods covered thereby. The Combined Audited Financial Statements are true and

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correct in all material respects and fairly present in all material respects the financial condition of the Combined Companies as of the dates thereof and the results of operations of the Combined Companies for the periods covered thereby.

               (b) The financial records of each Company, all of which have been made available to Purchaser, are true, correct and complete in all material respects, represent actual, bona fide transactions, and have been maintained in accordance with sound business practices, including the maintenance of an adequate system of internal controls.

          3.8 Absence of Undisclosed Liabilities. Neither Company has any liabilities or obligations (whether absolute or contingent) except for liabilities and obligations (i) reflected or reserved for on the most recent balance sheet included in the Combined Audited Financial Statements or disclosed in the notes to the Combined Audited Financial Statements; (ii) that have arisen since the date of such balance sheet in the ordinary course of business consistent with past practice, which are not in the aggregate material, and which do not arise out of, relate to or result from, and which are not in the nature of and were not caused by, any breach of contract, breach of warranty, tort, infringement or violation of applicable Law; or (iii) liabilities, commitments or obligations to the extent expressly disclosed in the Disclosure Schedule.

          3.9 Absence of Changes. Since September 30, 2009, (i) each Company has operated its business in the ordinary course, consistent with past practice, (ii) no change or event has occurred that, individually or in the aggregate, has had or would reasonably be anticipated to have a Material Adverse Effect, (iii) no material asset or property of either Company has been destroyed, damaged or otherwise lost (whether or not covered by insurance); and (iv) neither Company has:

               (a) sold, transferred, disposed of, or agreed to sell, transfer, or dispose of, any material assets other than sales of inventory in the ordinary course of business consistent with past practice;

               (b) acquired any material assets other than purchases of inventory in the ordinary course of business consistent with past practice, nor acquired or merged with any other Person;

               (c) changed any financial or Tax accounting practice, policy or method (except with respect to the New York sales and use tax);

               (d) made any loan, advance or capital contributions to or investment in any Person;

               (e) made any capital expenditure (or series of related capital expenditures) involving more than $50,000 or outside the ordinary course of business consistent with past practice;

               (f) (1) incurred any Indebtedness or entered into any guaranty of such Indebtedness, or (2) become subject to any material liabilities, except liabilities incurred in the ordinary course of business consistent with past practice;

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               (g) canceled or forgiven any material debts or claims or redeemed or repaid any Indebtedness outside of the ordinary course of business consistent with past practice;

               (h) delayed or postponed the payment of any accounts payable or other liabilities outside the ordinary course of business consistent with past practice;

               (i) except as set forth on Section 3.9(i) of the Disclosure Schedule, subjected any of its material assets to any Encumbrance, other than any Permitted Encumbrance;

               (j) (1) become a guarantor with respect to any obligation of any other Person, (2) assumed or otherwise become obligated for any obligation of another Person for borrowed money, or (3) agreed to maintain the financial condition of any other Person;

               (k) (1) except in the ordinary course of business consistent with past practices, entered into any material Contract, or amended in any material fashion or terminated any material Contract to which such Company is or was a party or by which such Company’s assets are or were bound, or (2) waived, released or assigned any right or claim under any such material Contract;

               (l) (1) failed to prepare and timely file all Tax Returns relating to such Company required to be filed by it during such period or timely withhold and remit any employment Taxes applicable to such Company, (2) filed any amended Tax Return, (3) made or changed any election with respect to Taxes, or (4) settled or compromised any Tax liability, entered into any Tax closing agreement, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment or took any other similar action relating to any Tax;

               (m) failed to preserve and prevent any material degradation in such Company’s relationship with any of its suppliers, customers, or others having material business relations with such Company;

               (n) except as set forth on Section 3.9(n) of the Disclosure Schedule, (1) adopted, entered into, amended or terminated any bonus, profit-sharing, compensation, severance, termination, pension, retirement, deferred compensation or other employee benefit plan, agreement, trust, fund or other arrangement for the benefit or welfare of any individual, (2) entered into or amended any employment arrangement or relationship with any new or existing employee that had or will have the legal effect of any relationship other than at-will employment or other employment relationship implied by applicable law, (3) increased the compensation or any fringe benefit of any director, manager, officer or employee or paid any benefit to any director, manager, officer or employee, other than pursuant to a then-existing plan or arrangement and in amounts consistent with past practice, or (4) granted any award to any director, manager, officer or employee under any bonus, incentive, performance or other compensation plan or arrangement (including the removal of any existing restriction in any benefit plan or agreement or award made thereunder);

               (o) amended such Company’s Organizational Documents;

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               (p) declared, set aside or paid any dividend or made any distribution with respect to its capital stock or membership interests (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its capital stock;

               (q) authorized or issued any shares of capital stock or membership interests, or any subscription, option, warrant, call right, preemptive right or other agreement or commitment obligating such Company to issue, sell, deliver or transfer (including any rights of conversion or exchange under any outstanding security or other instrument) any economic, voting, ownership or any other type of interest or security in such Company; or

               (r) entered into any Contract, or agreed or committed (binding or otherwise), to do any of the foregoing.

          3.10 Material Contracts.

               (a) Section 3.10 of the Disclosure Schedule lists each of the following Contracts to which either Company is a party or by which any properties or assets of either Company are bound (each such Contract, a “Material Contract”):

                    (i) each Contract involving the borrowing of money by, or any extension of credit to, either Company (including any loan agreement, promissory note, guarantee, letter of credit or similar Contract);

                    (ii) each Contract (or group of related Contracts) pursuant to which either Company is committed to make payments in excess of $25,000;

                    (iii) each Contract to sell, lease or otherwise dispose of any material assets or properties, either individually or in the aggregage, of either Company other than sales of inventory in the ordinary course of business consistent with past practice;

                    (iv) each Contract with a Material Customer;

                    (v) each joint venture, partnership, or similar Contract;

                    (vi) each Contract in the nature of or including a non-competition, non-solicitation or confidentiality agreement;

                    (vii) each employment or severance Contract;

                    (viii) each collective bargaining Contract;

                    (ix) each material Contract to pay or receive any royalty or license fee or to license (either as licensor or licensee) any Intellectual Property (other than any non-exclusive license for the use of any commercially available off-the-shelf software which was entered into in the ordinary course of business);

                    (x) each Contract with any distributor or broker of products or services offered by either Company;

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                    (xi) each Contract containing any form of most-favored pricing provision in favor of any customer of either Company; or

                    (xii) each other material Contract not entered into in the ordinary course of business of the Company.

               (b) The Companies have delivered to Purchaser true, correct and complete copies of each Material Contract. Each Material Contract is valid, binding and enforceable against the Company that is a party thereto and, to the Knowledge of the Companies, each other party thereto in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors’ rights generally, and (ii) general principles of equity. To the Knowledge of the Companies, no event has occurred that (with or without the passage of time or giving of notice) would constitute a material breach or default of, or permit termination, modification, acceleration or cancellation of, any Material Contract or of any material right or liability under any Material Contract. Except as set forth on Section 3.10 of the Disclosure Schedule, neither Company is in material breach of any Material Contract, and no breach will occur as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby. To the Knowledge of the Companies, none of the other parties to any Material Contract is in material breach thereof.

          3.11 Material Customers. Section 3.11 of the Disclosure Schedule contains a true and complete list of each customer, or related group of customers, of the Companies (listing dollar amount of sales for each) that accounted for sales by the Companies in excess of $15,000 for the 12-month period ended on the date hereof (each, a “Material Customer”). As of the date hereof, except as set forth on Section 3.11 of the Disclosure Schedule, no customer of either Company has informed either Company, and to the Knowledge of the Companies there are no circumstances indicating, that such customer intends to cease doing business with such Company or to terminate or materially decrease its business with such Company. To the Knowledge of the Companies, the consummation of the transactions contemplated hereby will not adversely affect in any material manner either Company’s business relationship with any customer.

          3.12 Real Property. Neither Company owns (or has owned) any real property. Section 3.12 of the Disclosure Schedule sets forth a complete list of all Leases. The real property subject to the Leases constitutes all of the real property interests which are leased, licensed, used or occupied (or that have ever been leased, licensed, used or occupied) in whole or in part by either Company in connection with its business. Each Lease is valid, binding and enforceable against the Company that is a party thereto in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors’ rights generally, and (ii) general principles of equity. To the Knowledge of the Companies, no event has occurred that (with or without the passage of time or giving of notice) would constitute a material breach or default of, or permit termination, modification, acceleration or cancellation of, any Lease or of any material right or liability under any Lease. Neither Company is in material breach of any Lease, and, to the Knowledge of the Companies, none of the other parties to any Lease is in material breach thereof. The Companies have provided to Purchaser true, complete and correct copies of each of the Leases. Neither Company has executed or given any estoppel

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certificates or similar instruments to any mortgagee or other third party that would preclude assertion of any claim by the tenant under any Lease, affect any of the tenant’s rights or obligations under such Lease or otherwise be binding upon any successor to such Company’s position under such Lease. Neither Company has contested, or is currently contesting, any operating costs, real estate taxes or assessments or other charges payable by the tenant under any Lease. Except for the Leases, there are no leases, subleases or occupancy agreements in effect with respect to the real property affected by such Leases. There are no pending or, to the Knowledge of the Companies, threatened or contemplated actions or proceedings regarding condemnation or other eminent domain actions or proceedings affecting the real property covered by any Lease or any part thereof, or of any sale or other disposition of such real property or any part thereof in lieu of condemnation.

          3.13 Tangible Property. Except as set forth on Section 3.13 of the Disclosure Schedule, each Company has good and marketable title to, or a valid leasehold interest in, all equipment, furniture and other tangible assets used in the ordinary course, or necessary for the conduct, of its business and operations, free and clear of any Encumbrances other than Permitted Encumbrances. All of the tangible assets, owned or leased by either Company are in good working order, ordinary wear and tear excepted, are free from any material defects, have been maintained in accordance with applicable industry standards, and are suitable for the purposes for which they are being used.

          3.14 Taxes.

               (a) Each Company has timely filed all Tax Returns that it was required to file. All such Tax Returns were correct and complete in all material respects and were prepared in material compliance with all applicable Laws. All Taxes due and owing by each Company have been paid or are properly accrued for on the books of such Company whether or not shown as due on any return, and the Working Capital Taxes will be reflected as a current liability as part of the adjustment to the Purchase Price under Section 2.4. Neither Company is the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by a Governmental Authority in a jurisdiction where either Company does not file Tax Returns that such Company is or may be subject to taxation by such jurisdiction. There are no liens for Taxes (other than Taxes not yet due and payable or contested in good faith) upon any asset of either Company.

               (b) Each Company has withheld and paid all Taxes required to have been withheld and paid by it in connection with any amount paid or owing to any employee, independent contractor, creditor, stockholder, or other Person.

               (c) No Governmental Authority has any reasonable basis to assess any additional Taxes with respect to either Company for any period for which a Tax Return has been filed. No Tax audit or Tax proceeding is pending or being conducted or, to the Knowledge of the Companies, is threatened by or under the authority of any Governmental Authority with respect to either Company. Neither Company has received from any Governmental Authority (including in any jurisdiction where such Company has not filed any Tax Return) any (1) notice indicating an intent to open an audit or other proceeding, (2) request for information related to Tax matters, or (3) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or

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assessed by any Governmental Authority against such Company. Sellers have delivered to Purchaser correct and complete copies of each Tax Return, examination report, and statement of deficiency assessed against or agreed to by either Company that was filed or received since January 1, 2005.

               (d) Neither Company has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

               (e) Neither Company is a party to any Contract or other arrangement or plan that has resulted or could result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of section 280G of the Code (or any similar provision of applicable state, local, or foreign law). Neither Company has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Each Company has disclosed on all of its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code. Neither Company is a party to or bound by any Tax allocation or sharing Contract. Neither Company (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was such Company) and (B) has any liability or obligation for the Taxes of any Person (other than such Company) under Regulation 1.1502-6 (or any similar provision of applicable state, local, or foreign law), as a transferee or successor, by Contract, or otherwise.

               (f) The unpaid Taxes of each Company, if any, (1) did not, as of the date of the Combined Audited Financial Statements, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Combined Audited Financial Statements (rather than in any notes thereto) and (2) do not materially exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of such Company in filing its Tax Returns. Since the date of the Combined Audited Financial Statements, neither the US Company nor the CA Company has incurred any liability or obligation for Taxes arising from extraordinary gains or losses, as such term is used in GAAP, outside the ordinary course of business.

               (g) Neither Company will be required to include any item of income in, or exclude any item of deduction from, Taxable income for any Taxable period (or portion thereof) ending after the Closing Date as a result of any:

                    (i) change in method of accounting for a Taxable period ending on or prior to the Closing Date;

                    (ii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local, or foreign law) executed on or prior to the Closing Date;

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                    (iii) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local, or foreign law);

                    (iv) installment sale or open transaction disposition made on or prior to the Closing Date; or

                    (v) prepaid amount received on or prior to the Closing Date.

               (h) [Intentionally omitted]

               (i) Each CA Company Seller who is a non-resident of Canada within the meaning of the Income Tax Act (Canada) is (1) listed on Section 3.14(i) of the Disclosure Schedule, (2) a resident of the United States of America for purposes of the Canada — U.S. Income Tax Convention (1980), as amended (the “Treaty”), (3) entitled to the full benefits of Article XIII of the Treaty such that any gain arising on the disposition of the Shares is only taxable in the United States of America, and (4) for greater certainty, not limited to claiming benefits under the Treaty under Article XXIX-A of the Treaty.

               (j) There are no circumstances existing and no transaction or event or series of transactions or events has occurred which could result in the application of any of sections 17, 78, 80, 80.01, 80.02, 80.03 or 80.04 of the Income Tax Act (Canada) or any equivalent or analogous provision of any applicable Tax legislation to CA Company or any subsidiary. The CA Company and each subsidiary is not subject to a liability for Taxes of any other person, including without limitation, liability arising under section 160 of the Income Tax Act (Canada) or liability under any agreement under section 191.3 of the Income Tax Act (Canada). The CA Company has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Income Tax Act (Canada) with respect to all transactions and arrangements between the CA Company and any non-resident person, within the meaning of the Income Tax Act (Canada), with whom the CA Company was not dealing at arm’s length, within the meaning of the Income Tax Act (Canada).

          3.15 Permits. Each Company has all material Permits, if any, that are necessary to entitle it to own or lease, operate and use its assets and to carry on and conduct its business as currently conducted. There are no pending or, to the Knowledge of the Companies, threatened claims or proceedings challenging the validity of or seeking to revoke or discontinue, or alter in any respect that could adversely affect the ownership or leasing, operation or use of the assets or conduct of the business of either Company, any of the Permits, and each such Permit is in full force and effect.

          3.16 Intellectual Property.

               (a) Except as set forth on Section 3.16(a) of the Disclosure Schedule, each Company owns or otherwise holds the right to use all Intellectual Property necessary or desirable for the conduct of such Company’s business as currently conducted or as currently proposed to be conducted (the “Necessary IP Rights”). The consummation of the transactions contemplated by this Agreement will not (i) alter, restrict, encumber, impair or extinguish any

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Necessary IP Rights, (ii) result in the creation of any Encumbrance with respect to any of the Necessary IP Rights, or (iii) release any source code from either Company from escrow with a third party.

               (b) Except as set forth on Section 3.16(b) of the Disclosure Schedule, there are no legal disputes or claims pending or, to the Knowledge of the Companies, threatened (i) alleging infringement, misappropriation or any other violation of any Intellectual Property of any Person by either Company or any of the Company Products or Company Services, or (ii) challenging the scope, ownership, validity, or enforceability of the Company IP or of either Company’s rights under the Necessary IP Rights. Except as set forth on Section 3.16(b) of the Disclosure Schedule, to the Knowledge of the Companies, neither Company has infringed, misappropriated or otherwise violated any Intellectual Property of any Person.

               (c) (i) The Companies hold all right, title and interest in and to the Company IP, free and clear of any Encumbrance, other than Permitted Encumbrances, (ii) except for agreements disclosed in the Disclosure Schedules, or previously disclosed by a Company to the Purchaser, no Person, other than the Companies, possesses any current or contingent rights to license, sell or otherwise distribute or perform the Company Products or Company Services or any other products or services utilizing the Company IP, and (iii) except as set forth on Section 3.16(c) of the Disclosure Schedule, there are no material restrictions on the disclosure, use, license or transfer of the Necessary IP Rights, the Company IP, the Company Products, or the Company Services.

               (d) Section 3.16(d)(i) of the Disclosure Schedule contains a true and complete list of all Registered IP. The Companies have taken all actions necessary to maintain and protect the Registered IP, including payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions and disclosure of any required material information, and all assignments (and licenses where required) of the Registered IP have been duly recorded with the appropriate governmental authorities. Section 3.16(d)(i) of the Disclosure Schedule contains a true and complete list of all actions that must be taken within 90 days of either the date hereof or the Closing Date with respect to any of the Registered IP. The Companies have complied with all applicable notice and marking requirements for the Registered IP. None of the Registered IP has been adjudged invalid or unenforceable in whole or part and, to the Knowledge of the Companies, all of the Registered IP is valid and enforceable.

               (e) Section 3.16(e) of the Disclosure Schedule contains a true and complete list of (A) all agreements pursuant to which either Company has provided source code of any Company Product or related to Company Services or any part thereof to a third party, and (B) all third parties to whom either Company has granted a contingent right to receive the source code of any Company Product or any part thereof, whether pursuant to an escrow arrangement or otherwise.

               (f) The Companies have taken all reasonable steps to protect their rights in the Company IP and to protect any confidential information provided to them by any other Person under obligation of confidentiality. Without limitation of the foregoing, neither Company has made any of its material trade secrets or other material confidential or proprietary information that it intended to maintain as confidential (including source code with respect to

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Company Products and Company Services) available to any other Person except pursuant to written agreements or other circumstances requiring such Person to maintain the confidentiality of such information or materials.

               (g) The Companies have obtained from all Persons (including current or former directors, managers, officers, employees and consultants) who have created any portion of, or otherwise who would have any rights in or to, any Company IP, Company Product or Company Services valid and enforceable written assignments of any such rights to, and waivers of moral rights thereto in favor of, the Companies (to the extent such written assignments and waivers are necessary for the Companies to own all rights in or to any Company IP, Company Product or Company Services). Neither Company is obligated to provide any consideration (whether financial or otherwise) to any third party with respect to any exercise of rights by such Company, or any successor to such Company, in any Company IP, Company Product, or Company Service.

               (h) The Companies have previously disclosed to Purchaser all Company Products and Company Services.

               (i) Except as set forth on Section 3.16(i) of the Disclosure Schedule, no Company Product or Company Service (including any Company Product or Company Service currently under development) contains any code that is, in whole or in part, subject to the provisions of any license to software that is made generally available to the public without requiring payment of fees or royalties (including any obligation or condition under any “open source” license such as, without limitation, the GNU General Public License, GNU Lesser General Public License, Mozilla Public License or BSD licenses) (collectively, “Publicly Available Software”), nor has any Publicly Available Software been used in the creation of any Company Product or Company Service. All Publicly Available Software used by either Company has been used in its entirety and without modification. Neither Company has incorporated or otherwise used Publicly Available Software in a manner that would require, or condition the use or distribution of, any Company Product or Company Service on the disclosure, licensing or distribution of any source code for any portion of such Company Product or Company Service.

               (j) To the Knowledge of the Companies, the Company Products, the Company Services, and the other IT Assets do not contain or use any computer code designed to disrupt, disable, harm, distort or otherwise impede in any manner the legitimate operation of any IT Assets, or any Company Product or the Company Services by their authorized users, or any other associated software, firmware, hardware, computer system or network (including without limitation what are sometimes referred to as “viruses”, “worms”, “time bombs” and/or “back doors”).

               (k) Except as disclosed in the Disclosure Schedules, neither Company has transferred ownership of, or granted any exclusive license with respect to, any Company IP to any other Person.

               (l) No funding, facilities or personnel of any governmental agency were used, directly or indirectly, to develop or create, in whole or in part, any Company IP,

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Company Product, or any Company Service. Neither Company is (or has ever been) a member or promoter of, or a contributor to, any industry standards body or similar organization that could compel either Company to grant or offer to any other Person any license or right to any Company IP.

               (m) The IT Assets operate and perform in all material respects in a manner that permits the Companies to conduct their business as currently conducted and, to the Knowledge of the Companies, no person has gained unauthorized access to any IT Asset. The Companies have implemented reasonable backup and disaster recovery processes consistent with industry best practices.

               (n) The Companies have disclosed to Purchaser all computer data bases owned by either Company which include, without limitation, customer and prospective customer mailing lists (the “Owned Data Bases”). The Companies have full and exclusive right, title and ownership, freely transferable, in all of the Owned Data Bases, including all intellectual property rights associated therewith, free and clear of any Encumbrances. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will trigger any obligation on the part of either Company to place into, hold or release any Owned Data Base in escrow. The data in the Owned Data Base was developed and collected solely through the effort of the Companies and none of the data is derived from any source other than through use of the Company Products and the Company Services. No derivative work of any of the Owned Data Bases exists separate from such Owned Data Bases.

               (o) The Company Products and the Company Services are as described in their respective Documentation in all material respects and functionally perform in accordance with such Documentation in all material respects.

          3.17 Employee Matters and Benefit Plans.

               (a) Section 3.17(a) of the Disclosure Schedule lists the following: (i) the names and titles of all Employees together with the location of their employment; (ii) the date each Employee was hired; (iii) the rate of annual remuneration of each Employee at the date hereof, any bonuses paid since the end of the Companies’ last completed financial year; (iv) the names of all retired employees of the Companies who are entitled to benefits from the Companies and the nature of such benefits; and (v) the names of all non-active employees, the reason they are non-active employees, whether they are expected to return to work and, if so, when, and the nature of any benefits to which such non-active employees are entitled from the Companies. Except as disclosed in the Disclosure Schedule, no Employee is employed under a contract which cannot be terminated by the CA Company with or without notice, except for those Employees who are employed on indefinite hirings requiring reasonable notice of termination by applicable Canadian law.

               (b) No Employees are represented by any labor organization, and neither Company is a party to or bound by any collective bargaining agreement or other agreement with any labor organization. There have been no representation or certification proceedings, or petitions seeking a representation proceeding, pending or, to the Knowledge of the Companies, threatened to be brought or filed with the National Labor Relations Board, the

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Canada Industrial Relations Board, the Ontario Labor Relations Board, or any other labor relations tribunal or Governmental Authority with respect to any Employees.

               (c) There are no strikes, work stoppages, slowdowns, job actions, disputes, lockouts, arbitrations, or grievances or other material labor disputes pending or, to the Knowledge of the Companies, threatened, against or involving either Company. There are no unfair labor practice charges, grievances, or complaints pending or, to the Knowledge of the Companies, threatened by or on behalf of any Employee or group of Employees. To the knowledge of the Companies, there have been no actual or threatened and there are no pending union organizing activities involving the Employees and the Companies do not have any labor problems that might adversely affect the business or lead to an interruption of operations.

               (d) Except as set forth on Section 3.17(d) of the Disclosure Schedule, neither Company has received written notice of any complaints, charges, or claims against it and, to the Knowledge of the Companies, there are no complaints, charges or claims threatened to be brought or filed with any Governmental Authority, based on, arising out of, in connection with, or otherwise relating to the hiring, employment or termination of employment of any individual by either Company.

               (e) There has been no “mass layoff” or “plant closing” as defined by the federal Worker Adjustment, Retraining and Notification Act or any similar Canadian, state, provincial, or foreign statute or law in respect of either Company within the six months prior to the date of this Agreement.

               (f) The Sellers have provided the Purchaser with all inspection reports under Occupational Health and Safety Acts relating to the CA Company. There are no outstanding inspection Orders nor any pending or threatened charges made under any Occupational Health and Safety Acts relating to the CA Company. There have been no fatal or critical accidents within the last three years which might lead to charges involving the CA Company under Occupational Health and Safety Acts. The CA Company has complied in all respects with any Orders issued under Occupational Health and Safety Acts. There are no appeals of any Orders under Occupational Health and Safety Acts relating to the CA Company which are currently outstanding.

               (g) There are no notices of assessment, provisional assessment, reassessment, supplementary assessment, penalty assessment or increased assessment (collectively, “assessments”) or any other communications related thereto which the CA Company has received from any workers’ compensation or workplace safety and insurance board or similar authorities in any jurisdictions where the business of the CA Company is carried on. There are no assessments which are unpaid on the date hereof or which will be unpaid at the Closing Date, and there are no facts or circumstances which may result in an increase in liability to the CA Company from any applicable workers’ compensation or workplace safety and insurance legislation, regulations or rules after the Closing Date.

               (h) Section 3.17(h) of the Disclosure Schedule contains (i) a true and complete list of each Company Benefit Plan in effect as of the date of this Agreement, (ii) a list of all insurance policies with respect to Company Benefit Plans, and (iii) a list of all self

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insurance arrangements for Company Benefit Plans. Neither Company is a party to or bound by, nor does either Company have any liability or contingent liability with respect to, any Company Benefit Plan other than those listed in Section 3.17(h) of the Disclosure Schedule.

               (i) Neither the US Company nor any ERISA Affiliate currently maintains, nor at any time in the six calendar years ending immediately prior to the calendar year in which the Closing Date occurs maintained or had an obligation to contribute to, any defined benefit pension plan subject to Title IV of ERISA, or any “multiemployer plan” as defined in Section 3(37) of ERISA, or any defined benefit pension or superannuation plan or scheme that is or was subject to the laws of any jurisdiction outside of the United States.

               (j) No Company Benefit Plan is or, if it were to be properly registered would be, a “registered pension plan” as defined in subsection 248(1) of the Income Tax Act (Canada). The CA Company is the only participating employer in the Company Benefit Plans in which Employees of the CA Company participate.

               (k) With respect to each Company Benefit Plan, each Company has made available to Purchaser a true and complete copy of the plan documents and any amendments thereto; if the plan is required to file an annual report with any governmental authority (e.g., Form 5500 annual reports, if any, in the United States), copies of the annual reports filed for the last three plan years with accompanying schedules; the current summary plan description for each Company Benefit Plan covering Employees in the United States for which a summary plan description is required, or similar employee disclosure documents for each Company Benefit Plan covering Employees in Canada; and each trust agreement, insurance contracts, or other funding vehicles associated with a Company Benefit Plan or related to the funding of a Company Benefit Plan.

               (l) Each Company Benefit Plan complies, and has complied (except for any noncompliance that has been fully addressed and resolved as of the date hereof including, where applicable, to the satisfaction of applicable Governmental Authorities), in all material respects with the applicable provisions of, and has been administered in material compliance with and if applicable, is in good standing under, all applicable Laws (including the Code and ERISA with respect to a plan in the United States, and applicable pension, insurance and securities law, the Income Tax Act (Canada) and the Guidelines for Capital Accumulation Plans with respect to a plan in Canada, and all other applicable Laws, including applicable data privacy directives).

               (m) There is no pending or, to the Knowledge of the Companies, threatened claim, legal action, proceeding, audit, or investigation against or involving any Company Benefit Plan, other than routine claims for benefits. No filings have been made or are currently pending with respect to any Company Benefit Plan that is a plan in the United States under any voluntary compliance program of the Internal Revenue Service or the Department of Labor. Neither Company nor any plan fiduciary has engaged in any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA), which would reasonably be expected to subject such Company or any person that such Company has an obligation to indemnify to any material tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA.

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               (n) Each Company Benefit Plan that meets or purports to meet the requirements of Section 401(a) of the Code is qualified in form and operation under Section 401(a) of the Code and has received a current favorable determination letter from the Internal Revenue Service. Each Company Benefit Plan that is registered under the Income Tax Act (Canada) is the subject of a current registration letter from the Canada Revenue Agency.

               (o) All contributions or payments with respect to or on behalf of Employees that were required to be made by either Company or by an ERISA Affiliate under the terms of the Company Benefit Plans or applicable Law have been made on a timely basis.

               (p) No Company Benefit Plan provides for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, except for health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA.

               (q) Any Company Benefit Plan that is a nonqualified deferred compensation plan subject to the requirements of Code Section 409A by its terms is in compliance with the requirements of Code Section 409A and applicable guidance and regulations in effect from time to time thereunder, and has been operated in compliance with such requirements. No event has occurred that would be treated by Code Section 409A(b) as a transfer of property for purposes of Code Section 83.

               (r) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of (including the forgiveness of indebtedness), any payment or benefit to any employee, officer, manager, or director of either Company under a Company Benefit Plan, or result in any limitation on the right of either Company to amend, merge or terminate any Company Benefit Plan or related trust.

               (s) Except as disclosed on Section 3.17(s) of the Disclosure Schedule, each Employee of the US Company is an employee-at-will, and the US Company would have no obligation to make severance payments to any Employee if it were to terminate the Employee’s employment with the US Company.

               (t) None of the Employees or independent contractors engaged by either Company as of the date of this Agreement has given notice terminating his or her contract of employment or engagement with the Company with which he or she has a contract of employment or engagement.

               (u) None of the Employees has been provided or is under notice of dismissal, nor is there any liability outstanding to any Employee or independent contractor engaged by either Company as at the date of this Agreement or any former employee of either Company or any individual formerly engaged as an independent contractor by either Company, except for remuneration or other benefits accruing due, and no such remuneration or other benefit that has fallen due for payment has not been paid.

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               (v) With respect to all Employees and former employees of either Company, each Company: (i) is in compliance in all material respects with all applicable Laws respecting labor and employment, including all employment standards, human rights, labor relations, occupational health and safety, pay equity, employment equity, employee privacy and workers’ compensation or workplace safety and insurance legislation and there are no outstanding claims, complaints, investigations, prosecutions or orders under such legislation; (ii) is in compliance with all employment practices, terms and conditions of employment and wages and hours; (iii) has withheld and reported in a timely manner all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments; (iv) is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with the foregoing; and (v) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation/insurance benefits, social security, or other benefits or obligations (other than routine payments to be made in the normal course of business and consistent with past practice).

               (w) No employee or former employee of the US Company, or family member thereof, is receiving continuation coverage through the US Company under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), as of the date of this Agreement.

          3.18 Environmental Matters.

               (a) Each Company is in compliance in all material respects with all Environmental Laws. Each Company has obtained and is in compliance, in all material respects, with all Permits that may be required pursuant to Environmental Laws for the occupation of its facilities and the operation of its business as currently conducted.

               (b) Neither Company has received any notice regarding any actual or alleged violation of Environmental Laws, including any investigatory, remedial or corrective obligations, arising under Environmental Laws.

               (c) Neither Company has installed, used, generated, treated, disposed of, or arranged for the disposal of any Hazardous Substances in any manner so as to create any liability or obligation under any Environmental Law or any other liability for either Company or Purchaser.

          3.19 Insurance.

               (a) Section 3.19(a) of the Disclosure Schedule lists all policies to which each Company is a party or under which any of its assets, employees, officers, managers, or directors (in each such individual’s capacity as such) is a named insured or otherwise the beneficiary of coverage thereunder (each such policy, an “Insurance Policy”). Section 3.19(a) of the Disclosure Schedule also lists all self-insurance arrangements affecting either Company.

               (b) With respect to each Insurance Policy: (1) such Insurance Policy is legal, valid, binding, enforceable, and in full force and effect; (2) such Insurance Policy will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by this Agreement; (3) neither

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Company is, and to the Knowledge of the Companies, no other party to such Insurance Policy is, in breach or default thereunder (including regarding payment of premiums or giving of notices); and (4) no event has occurred that (with or without the passage of time or giving of notice) would constitute such a breach or default, or permit termination, modification, cancellation or acceleration under such Insurance Policy. Neither Company has received any notice of any actual or threatened modification or cancellation of, or default under, any Insurance Policy.

          3.20 Affiliate Transactions. Except for the Contracts listed on Section 3.20 of the Disclosure Schedule, no Seller nor any officer, manager, director, employee, stockholder, or Affiliate of any Seller or of either Company is a party to any Contract or transaction with, or has any claim for indemnification under applicable Law or any agreement against, either Company or has any interest in any property, real or personal or mixed, tangible or intangible, of either Company.

          3.21 No Brokers or Finders. No agent, broker, finder, investment or commercial banker or other Person, engaged by or acting on behalf of any Seller or any Affiliate of any Seller or either Company in connection with the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, is or will be entitled to any broker’s or finder’s or similar fees or other commissions from either Company as a result of this Agreement or the transactions contemplated hereby.

          3.22 Accounts Receivable. All accounts receivable (including any notes receivable) of either Company that are reflected on the Combined Audited Financial Statements or on the accounting records of either Company as of the Closing (collectively, the “Accounts Receivable”) represent or will represent valid obligations arising from sales actually made or services actually performed by the Companies in the ordinary course of business consistent with past practices. The Accounts Receivable are and will be as of Closing current and collectible net of any reserves therefor shown on the Combined Audited Financial Statements or such accounting records (which reserves are adequate and calculated consistent with the Companies’ past practice). There is no contest, claim or right of set-off (other than returns in the ordinary course of business which are not, individually or in the aggregate, material) under any Contract with any obligor of any Account Receivable regarding the amount or validity of such Account Receivable.

          3.23 Inventory. With respect to the inventory of each Company, (a) all such inventory is in good and merchantable condition and is fit for the purpose for which it is intended, (b) all of such inventory is of a quality usable and salable in the ordinary course of business consistent with past practices, (c) none of such inventory is slow-moving, obsolete, damaged, or defective, and (d) none of such inventory is on consignment. The inventory of the Combined Companies is valued on the Combined Audited Financial Statements at the lesser of cost or fair market value net of reserves in accordance with GAAP.

          3.24 Powers of Attorney. There is no outstanding power of attorney with respect to either Company.

          3.25 Product Warranties. Each product manufactured, sold, licensed, or delivered by the Company is, or was at all times when such actions occurred, in material

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conformance with all applicable contractual obligations and all applicable express and implied warranties. Neither Company has any liability (and to the Knowledge of the Companies there is no reasonable basis for any proceeding against either Company that could give rise to any liability) for replacement or repair or other damages in connection with product warranty claims, subject only to the reserve for product warranty claims shown on the face of the Combined Audited Financial Statements (rather than in any notes thereto). The Companies have disclosed to Purchaser any guaranty, warranty, or other indemnity to which any Company Product is subject.

          3.26 Products Liability. To the Knowledge of the Companies, neither Company has any liability, and there is no reasonable basis for any proceeding against either Company that could give rise to any liability, arising out of, relating to or resulting from any injury to any individual or property as a result of the ownership, possession or use of any product manufactured, sold, licensed, or delivered by the Company prior to the Closing Date.

          3.27 Material Suppliers. Section 3.27 of the Disclosure Schedule lists the suppliers (listing dollar volume for each) of products and services to the Companies that involve payments by the Companies in excess of $50,000 for the 12-month period ended as of the date of this Agreement. Neither Company has received any communication indicating that, and, to the Knowledge of the Companies, there are no circumstances indicating that, any current supplier of either Company is terminating, materially reducing or making a materially adverse change in, or intends to terminate, materially reduce, or make a materially adverse change in, any aspect of its or any of its Affiliate’s business relationship with either Company. To the Knowledge of the Companies, the consummation of the transactions contemplated hereby will not adversely affect in any material manner either Company’s business relationship with any current supplier.

          3.28 Indebtedness. All Indebtedness of the Companies is disclosed in the Combined Audited Financial Statements. Neither Company is in default with respect to any Indebtedness. Sellers have delivered to Purchaser true, correct, and complete copies of all documents relating to any Indebtedness of either Company.

          3.29 Privacy Matters.

               (a) Disclosure to the Purchaser. The disclosure or transfer of the Personal Information by the Companies to any Person and transfer of the Personal Information by the Companies to the Purchaser as part of the Purchaser’s due diligence and as contemplated by this Agreement or any ancillary agreement complies in all material respects with applicable Privacy Laws and is consistent with the Privacy Policies.

               (b) Compliance. The Companies carry on and have carried on their business in compliance in all material respects with all Privacy Laws wherever such Personal Information may be situate.

               (c) Consent. Where consent of an individual to the collection, use or disclosure of Personal Information is required, either by law or in accordance with the Privacy Policies such consent has been obtained in accordance in all material respects with Privacy Law and with the Privacy Policies.

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               (d) Purposes. All Personal Information held by the Companies was collected and is used and disclosed by the Companies for reasonable and legitimate purposes in accordance in all material respects with Laws and the Privacy Policies.

               (e) Agents. Where an information protection agreement was required, such agreements were entered into by the applicable Company and the applicable agent or third party.

               (f) No Changes in Privacy Laws. To the Knowledge of the Companies, there are no pending or proposed changes to Privacy Laws which would render unlawful or restrict the operations of the Companies, or any part thereof, or the manufacture, sale, distribution or provision of any Company Products or Company Services by the Companies.

               (g) No Investigations, Orders or Offences.

                    (i) there are no current or unresolved requests for access to Personal Information, nor is any Company the subject of a complaint, audit, review, investigation or inquiry or similar proceeding, made under any Privacy Law;

                    (ii) no order has been issued, nor any recommendations made, by any privacy commissioner or other data protection authority, in respect of either of the Companies or any of their authorized agents, of Personal Information held by or on behalf of either Company or of any privacy practices or procedures of either Company;

                    (iii) neither Company has been charged with or convicted of an offence for non-compliance with or breach of any Privacy Law nor has either Company been fined or otherwise sentenced for non-compliance with or breach of any Privacy Law nor has a Company settled any prosecution short of conviction for non-compliance with or breach of any Privacy Law;

                    (iv) neither Company has received any notice of judgment or commencement of proceedings of any nature, or experienced any search and seizure related to, any breach or alleged breach of or non-compliance with any Privacy Law; and

                    (v) to the Knowledge of the Companies, there are no facts or circumstances that could give rise to breach or alleged breach of, or non-compliance with, any Privacy Law.

          3.30 Full Disclosure. In all material respects and to the Knowledge of the Companies, the representations and warranties contained in this Article III do not contain any untrue statements or omit a material fact necessary to make the statements and information in this Article III not misleading.

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLERS

          Each Seller, severally and not jointly, represents and warrants to Purchaser as follows with respect only to such Seller.

          4.1 Organization and Authorization; Capacity. If such Seller is an entity, such Seller is a corporation or limited liability company duly organized, validly existing and in good standing under the Laws of its state of incorporation or formation, as applicable, and has all requisite power and authority to enter into this Agreement and the Ancillary Documents, perform its obligations hereunder and thereunder, and consummate the transactions contemplated hereby and thereby. If such Seller is a natural person, such Seller has the legal capacity to execute and deliver this Agreement and the Ancillary Documents, to perform his or her obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby.

          4.2 Due Execution and Delivery; Binding Obligations. The execution, delivery and performance of this Agreement and the Ancillary Documents has been duly authorized by all necessary action on the part of such Seller. This Agreement has been, and at the Closing the Ancillary Documents will be, duly executed and delivered by such Seller, and this Agreement constitutes, and each Ancillary Document will constitute when executed, a legal, valid and binding agreement of such Seller, enforceable against such Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

          4.3 Title to Shares and Membership Interests. Each CA Company Seller owns, of record and beneficially, the Shares set forth opposite such CA Company Seller’s name on Schedule A attached hereto, and at the Closing such Shares will be free and clear of all Encumbrances, except for restrictions on transfer under foreign, federal, provincial, and state securities Laws. Each US Company Seller owns, of record and beneficially, the Membership Interests set forth opposite such US Company Seller’s name on Schedule B attached hereto, and at the Closing such Membership Interests will be free and clear of all Encumbrances, except for restrictions on transfer under foreign, federal, and state securities Laws.

          4.4 No Conflict or Violation. Neither the execution and delivery of this Agreement by such Seller nor the consummation of the transactions contemplated hereby by such Seller will result in (i) a breach or violation of, a conflict with, or create a right or obligation under, the Organizational Documents of such Seller, if such Seller is an entity, (ii) a violation by such Seller of any applicable Law, (iii) a breach or violation by such Seller of or default under any order, judgment, writ, injunction decree or award to which such Seller is a party or by which such Seller or such Seller’s Shares and/or Membership Interests, as applicable, are bound, or (iv) a breach, violation of or a default under, conflict with or give rise to or create any right of any Person to accelerate, increase, terminate, modify or cancel any right or obligation in a manner adverse to such Seller, or result in the creation of any Encumbrance under, any Contract or other obligation to which such Seller’s Shares and/or Membership Interests, as applicable, may be subject. No consents, Permits, approvals or authorizations of, or notices, declarations, filings, applications, transfers or registrations with, any Governmental Authority or any other Person are

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required to be made or obtained by such Seller by virtue of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.

          4.5 Regulation D Securities. In connection with the acquisition of the Securities, each of the CA Company Sellers listed on Schedule C hereto (the “Accredited US Sellers”) represents to Purchaser as follows:

               (a) Such Seller has been provided the opportunity to ask questions and receive answers concerning Purchaser and the transaction in which the Securities are being issued, and to obtain any other information it deems necessary to verify the accuracy of the information provided to it; and has otherwise acquired information about Purchaser sufficient to reach an informed and knowledgeable decision to acquire its pro rata portion of the Securities. Such Seller is acquiring its pro rata portion of the Securities for its own account for investment purposes only and not with a view to, or for resale in connection with, any “distribution” thereof for purposes of the Securities Act.

               (b) Such Seller is aware of the provisions of Rule 144 promulgated by the SEC under the Securities Act (“Rule 144”), which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of the issuer), in a nonpublic offering subject to the satisfaction of certain conditions.

               (c) Such Seller understands that the Securities have not been registered under any state, provincial or other securities laws, nor has any prospectus been filed with respect thereto, and may not be offered or sold without compliance with applicable state, provincial or other securities laws, whether through registration of the offer and sale of the Securities, the filing of, and obtaining of a final receipt for, a prospectus in respect of such offer and sale of the Securities, or in reliance upon one or more exemptions from registration or prospectus requirements available under state, provincial or other securities laws.

               (d) Such Seller further understands that the Securities must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from registration or prospectus requirements is otherwise available. In addition, such Seller understands that the certificate evidencing its pro rata portion of the Securities will be imprinted with a legend in substantially the following form:

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY PROVINCIAL, STATE OR OTHER SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, OR ASSIGNED EXCEPT (i) PURSUANT TO REGISTRATIONS THEREOF UNDER SUCH LAWS, OR (ii) IF, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO XATA CORPORATION THE PROPOSED TRANSFER MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT SUCH REGISTRATIONS.

               (e) Such Seller acknowledges that the Securities being sold to the Foreign Sellers are being offered and sold in reliance upon Regulation S under the Securities Act

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and in reliance on the prospectus exemption from Ontario securities laws relating to securities issued in connection with a takeover bid and that Purchaser will refuse to register any transfer of such Securities not made in accordance with the provisions of Regulation S or Canadian securities laws, pursuant to registration under the Securities Act, pursuant to a prospectus for which a final receipt has been issued by the applicable securities regulatory authority, or pursuant to an available exemption from registration, or a combination of the foregoing as applicable. Such Seller agrees that stop-transfer instructions may be filed with respect to such Securities with the transfer agent for such Securities. Such Seller acknowledges that the Securities acquired by such Seller may not be offered or sold in the United States or to “U.S. persons” as defined in Rule 902(k) of Regulation S under the Securities Act, unless they are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.

               (f) Such Seller has carefully read this Agreement and has discussed the limitations upon the such Seller’s ability to dispose of the Securities with the Seller’s counsel, to the extent the Seller has felt necessary.

               (g) Such Seller is an “accredited investor” as defined in Rule 501 promulgated under the Securities Act.

          4.6 Regulation S Securities. In connection with his, her or its acquisition of the Securities, each of the CA Company Sellers listed on Schedule D hereto (the “Foreign Sellers”) represents to Purchaser as follows:

               (a) Such Seller is not a “U.S. person” as defined in Rule 902(k) of Regulation S under the Securities Act and will not be acquiring any of the Securities for the account or benefit of any such “U.S. person.”

               (b) Such Seller is aware of the provisions of Rule 144, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of the issuer), in a nonpublic offering subject to the satisfaction of certain conditions.

               (c) Such Seller understands that the Securities have not been registered under any state or other securities laws and may not be offered or sold without compliance with applicable state or other securities laws, whether through registration of the offer and sale of the Securities or in reliance upon one or more exemptions from registration available under state or other securities laws.

               (d) Such Seller further understands that the Securities must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from registration is otherwise available. In addition, such Seller understands that the certificate evidencing its pro rata portion of the Securities will be imprinted with a legend in substantially the following form:

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE OR OTHER SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD,

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TRANSFERRED, OR ASSIGNED EXCEPT (i) PURSUANT TO REGISTRATIONS THEREOF UNDER SUCH LAWS, OR (ii) IF, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO XATA CORPORATION THE PROPOSED TRANSFER MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT SUCH REGISTRATIONS.

               (e) Such Seller acknowledges that the Securities being sold to the Foreign Sellers are being offered and sold in reliance upon Regulation S under the Securities Act and that Purchaser will refuse to register any transfer of such Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration. Such Seller agrees that stop-transfer instructions may be filed with respect to such Securities with the transfer agent for such Securities. Such Seller acknowledges that the Securities acquired by such Seller may not be offered or sold in the United States or to “U.S. persons” as defined in Rule 902(k) of Regulation S under the Securities Act, unless they are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.

               (f) Such Seller is acquiring its pro rata portion of the Securities for such Seller’s own account, and such Seller shall not dispose of any of the Securities in any manner that would violate the Securities Act or any applicable rule or regulation promulgated thereunder. Such Seller agrees not to engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act.

               (g) Such Seller acknowledges that the offer of Securities is being made to such Seller outside the United States and that this Agreement was delivered to such Seller and executed by such Seller outside the United States.

               (h) Such Seller has carefully read this Agreement and has discussed the limitations upon the such Seller’s ability to dispose of the Securities with the Seller’s counsel, to the extent the Seller has felt necessary.

          4.7 Non-Accredited US Sellers. Each of the CA Company Sellers listed on Schedule E hereto represents to Purchaser that such Seller is a Non-Accredited US Seller.

          4.8 Legal and Other Advice; Access to Information. Each Seller that will receive Securities hereunder has consulted with its own counsel and accountant for advice concerning the various legal, tax and economic considerations relating to the prospective investment, including the limitations on trading the Securities and the resale restrictions imposed by applicable securities laws. Each Seller acknowledges that Purchaser has made no representation regarding any applicable hold periods or other resale restrictions, that such Seller is solely responsible to determine what the restrictions are and for compliance therewith. Each Seller has been provided the opportunity to ask questions and receive answers concerning Purchaser and the transaction in which the Securities are being issued and the transactions contemplated by the Financing Agreement, and to obtain any other information it deems necessary to verify the accuracy of the information provided to it; and has otherwise acquired information about Purchaser sufficient to reach an informed and knowledgeable decision to

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acquire its pro rata portion of the Securities (including without limitation a copy of the Financing Agreement and related agreements, and any other material information about the transactions contemplated thereby).

          4.9 No Other Representations. Each Seller makes no representations or warranties, express or implied, of any nature whatsoever except as specifically set forth in this Agreement and the Ancillary Documents.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PURCHASER

          Purchaser represents and warrants to Sellers as follows:

          5.1 Organization and Authorization of Purchaser. Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the State of Minnesota. Purchaser has the requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.

          5.2 Due Execution and Delivery; Binding Obligations. The execution, delivery and performance by Purchaser of this Agreement have been duly authorized by all necessary action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser. This Agreement constitutes the legal, valid and binding agreement of Purchaser, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or similar Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

          5.3 No Conflict or Violation. Neither the execution and delivery of this Agreement by Purchaser nor the consummation of the transactions contemplated hereby, will result in (i) a violation of, or a conflict with, Purchaser’s Organizational Documents, (ii) a material violation by Purchaser of any applicable Law, or (iii) a violation by Purchaser of any order, judgment, writ, injunction decree or award to which it is a party or by which it is bound. No consents, Permits, approvals or authorizations of, or declarations, filings, applications, transfers or registrations with, any Governmental Authority or any other Person are required to be made or obtained by Purchaser by virtue of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.

          5.4 No Brokers or Finders. No agent, broker, finder, investment or commercial banker or other Person engaged by or acting on behalf of Purchaser or any of its Affiliates in connection with the negotiation, execution or performance of this Agreement or the transactions contemplated herein is or will be entitled to any broker’s or finder’s or similar fees or other commissions as a result of this Agreement or the transactions contemplated herein except for such fees that will be payable by Purchaser or by either Company after the Closing.

          5.5 Investment Intent. Purchaser is acquiring the Shares and the Membership Interests for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof. Purchaser has no present intention of selling, granting participation in, or otherwise distributing the Shares or the Membership Interests. Purchaser is an “accredited investor” as defined in Rule 501 promulgated under the Securities Act. Purchaser

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understands that neither the Shares nor the Membership Interests have been registered under the Securities Act, and that neither the Shares nor the Membership Interests may be sold, transferred or otherwise disposed of without registration under the Securities Act, or an exemption therefrom. Purchaser has such knowledge and experience in financial, Tax, and business matters in general, and investments in securities in particular, so as to enable Purchaser to evaluate the merits and risks of an investment in the Shares and the Membership Interests and to make an informed investment decision with respect to an investment in the Shares and the Membership Interests.

          5.6 Issuance of Shares of Purchaser Common Stock. Subject to receipt of the Purchaser Shareholder Approval, the Securities have been duly authorized and reserved, and, upon issuance in accordance with the terms of this Agreement will be validly issued, fully paid and non-assessable.

          5.7 Financing Agreement. Purchaser has provided Sellers’ Representative with a true and correct copy of the Financing Agreement, as executed by the parties thereto.

          5.8 No Other Representations and Warranties. Purchaser makes no representations or warranties, express or implied, of any nature whatsoever except as specifically set forth in this Agreement and the Ancillary Documents.

ARTICLE VI
COVENANTS

          6.1 Access to Information. Between the date of this Agreement and the Closing, the Seller Parties shall afford Purchaser and its authorized representatives reasonable access during normal business hours and upon reasonable prior notice to all of the properties, personnel, books, and records of each Company, and shall promptly deliver or make available to Purchaser information concerning the business, properties, assets, and personnel of each Company as Purchaser may from time to time reasonably request.

          6.2 Conduct of the Business. Except as specifically contemplated by this Agreement, from the date hereof through the Closing Date, each Company shall conduct its business in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, except as specifically contemplated by this Agreement or as consented to in writing by Purchaser, neither Company shall:

               (a) amend its Organizational Documents;

               (b) authorize or issue any shares of capital stock or any subscription, option, warrant, call right, preemptive right or other agreement or commitment obligating the Company to issue, sell, deliver or transfer (including any rights of conversion or exchange under any outstanding security or other instrument) any economic, voting, ownership or any other type of interest or security in such Company;

               (c) sell, transfer, dispose of, or agree to sell, transfer, or dispose of, any material assets other than sales of inventory in the ordinary course of business consistent with past practice;

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               (d) acquire any material assets other than purchases of inventory in the ordinary course of business consistent with past practice, or acquire or merge with any other Person;

               (e) change any financial or Tax accounting practice, policy or method;

               (f) make any loan, advance or capital contributions to or investment in any Person;

               (g) incur any indebtedness for borrowed money or enter into any guarantee of such indebtedness;

               (h) cancel or forgive any material debts or claims or redeem or repay any Indebtedness;

               (i) grant any Encumbrance on any asset, other than any Permitted Encumbrance;

               (j) become a guarantor with respect to any obligation of any other Person, (2) assume or otherwise became obligated for any obligation of another Person for borrowed money, or (3) agree to maintain the financial condition of any other Person;

               (k) (1) enter into any material Contract, or amend or terminate (other than upon expiration in accordance with its terms) in any respect that is or was material and adverse to the Company any material Contract to which the Company is or was a party, or (2) waive, release or assign any material right or claim under any such material Contract;

               (l) (1) fail to prepare and timely file all Tax Returns relating to such Company required to be filed by it during such period or timely withhold and remit any employment Taxes applicable to such Company, (2) file any amended Tax Return, (3) make or change any election with respect to Taxes, or (4) settle or compromise any Tax liability, enter into any Tax closing agreement, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment or took any other similar action relating to any Tax;

               (m) fail to preserve, or fail to prevent any degradation in, such Company’s relationship with any of its suppliers, customers or others having material business relations with such Company;

               (n) (1) adopt, enter into, amend or terminate any Company Benefit Plan, bonus, profit-sharing, compensation, severance, termination, pension, retirement, deferred compensation or other employee benefit plan, agreement, trust, fund or other arrangement for the benefit or welfare of any individual, except as required to comply with applicable Law, (2) enter into or amend any employment arrangement or relationship with any new or existing employee that had or will have the legal effect of any relationship other than at-will employment, (3) increase the compensation or any fringe benefit of any director, officer or management-level employee or pay any benefit to any director, officer or management-level employee, other than pursuant to a then-existing plan or arrangement and in amounts consistent with past practice, or

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(4) grant any award to any director, officer or management-level employee under any bonus, incentive, performance or other compensation plan or arrangement (including the removal of any existing restriction in any benefit plan or agreement or award made thereunder); or

               (o) authorize, commit or agree to take any of the foregoing actions.

          6.3 Regulatory and Other Authorizations; Consents; Permits. Each party hereto shall use its commercially reasonable efforts to obtain and provide all authorizations, notifications, consents, orders and approvals of any Governmental Authority that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Sellers, Purchaser and the Company shall each use commercially reasonable efforts to obtain, as soon as practicable, the consent of each other Person that is required under any Contract, Lease, Permit or otherwise as a result of the transactions contemplated by this Agreement; provided, however, that prior to the Closing, Purchaser shall not contact such Persons without the prior written consent of the Company, and that the responsibility for obtaining such consents is that of the Seller Parties. Without limiting the generality of the foregoing, Purchaser agrees to provide such assurances as to financial capability, resources and credit worthiness as may be reasonably requested by any Person whose consent or approval is sought hereunder; provided, however, that Purchaser is not required to make any payment to any other Person regarding any authorizations, consents, orders or approvals.

          6.4 Confidentiality. For a period of five years from the Closing Date (except for all trade secrets of either Company, for which the period shall continue until it is no longer a trade secret as a result of disclosure of such information by persons other than the Sellers and their employees and representatives) each Seller will hold, and will use its reasonable best efforts to cause its representatives and Affiliates to hold, in confidence, except to the extent required by applicable Law, all confidential information regarding either Company, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by such Seller, (ii) in the public domain through no fault of such Seller or (iii) later lawfully acquired by such Seller from sources (other than either Company or its employees, or the Purchaser or any of its subsidiaries) that are not under a non-disclosure or confidentiality obligation in favor of either Company or the Purchaser or any of its subsidiaries; provided, that such Seller may disclose such information (A) to its representatives who need to know such information for purposes of participating in the evaluation, negotiation and/or execution of the transactions contemplated by this Agreement and the Ancillary Documents so long as such persons are informed by such Seller of the confidential nature of such information and are directed by such Seller to treat such information confidentially and (B) to the extent required to defend any claim asserted against such Seller or assert any claim that may be available to such Seller. The Seller shall be responsible for any failure to treat such information confidentially by such persons. Each Seller specifically acknowledges and agrees that (1) this Section 6.4 and each term hereof are reasonable and necessary to ensure that the Purchaser receives the expected benefits of acquiring the Shares and the Membership Interests, (2) the Purchaser has refused to enter into this Agreement in the absence of this Section 6.4 and (3) breach of this Section 6.4 will harm the Purchaser to such an extent that monetary damages alone would be an inadequate remedy. Therefore, in the event of a breach by any Seller of this Section 6.4, the Purchaser (in

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addition to all other remedies the Purchaser may have) will be entitled to seek a temporary restraining order, injunction and other equitable relief (without posting any bond or other security) restraining the Seller from committing or continuing such breach.

          6.5 Publicity. Except as may be required by applicable Law and regulations, no Seller Party shall, or shall allow any of its Affiliates, to make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without prior consent of Purchaser. Purchaser shall use reasonable efforts to provide Sellers’ Representative with prior notice of, and an opportunity to review and comment on, the initial public announcement of the transactions contemplated hereby, provided that the timing and contents of such announcement shall remain in Purchaser’s sole discretion.

          6.6 Indemnification of Officers and Directors. For a period of not less than six years after the Closing, Purchaser shall, and shall cause each Company to, (i) indemnify, defend and hold harmless the officers, directors, employees and agents of such Company to the fullest extent permitted under applicable Law against Damages arising out of claims brought or made by third parties based on the actions of such persons in their capacities as officers, directors, employees or agents of such Company prior to the Closing, and (ii) maintain in full force and effect and honor, all obligations to indemnify the officers, directors, employees and agents of such Company and to advance expenses existing in favor of such persons in effect as of the Closing Date under the laws of such Company’s jurisdiction of organization or as provided in the Organizational Documents of such Company or in any written agreement between such Company, on the one hand, and any such Person, on the other hand.

          6.7 Tax Matters. The following provisions shall govern the allocation of responsibility as between Purchaser and Sellers for certain tax matters following the Closing Date:

               (a) Tax Periods Ending On or Before the Closing Date. Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Companies for all periods ending on or prior to the Closing Date (the “Pre-Closing Tax Period”) which are filed after the Closing Date. Purchaser shall permit Sellers’ Representative to review and comment on each such Tax Return described in the preceding sentence at least 15 days prior to the due date for such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by Sellers’ Representative. Sellers shall reimburse Purchaser for Taxes of the Companies with respect to all Pre-Closing Tax Periods. Such reimbursement payment will be made at least 3 days before payment by Purchaser or the Companies of such Taxes to the extent such Taxes in the aggregate exceed the aggregate amount of Taxes reflected in Final Net Working Capital.

               (b) Tax Periods Beginning Before and Ending After the Closing Date. Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Companies for Tax periods which begin before the Closing Date and end after the Closing Date. Purchaser shall permit Sellers’ Representative to review and comment on each such Tax Return described in the preceding sentence at least 15 days prior to the due date for such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by Sellers’ Representative. Sellers shall pay to Purchaser within 3 days before the date on which

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Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Tax period ending on the Closing Date to the extent such Taxes in the aggregate exceed the aggregate amount of Taxes reflected in the Final Net Working Capital. For purposes of this Section 6.7, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the applicable Company.

               (c) Cooperation on Tax Matters. Purchaser and the Seller Parties shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 6.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The party that is liable for the payment of any Taxes under this Agreement shall control such audit, litigation or other proceeding with respect to such Taxes and shall control the decision as to any settlement. Such party shall also pay all costs and expenses in connection with such audit, litigation or other proceeding (including any cost of cooperation of the other party). The Companies and Sellers agree (i) to retain all books and records with respect to Tax matters pertinent to the Companies relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaser or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Companies or Sellers, as the case may be, shall allow the other party to take possession of such books and records.

               (d) Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement shall be paid by the Sellers when due, and the Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Purchaser will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

               (e) Post-Closing Notification for non-Canadian Sellers. The Purchaser shall complete a “Notification of an Acquisition of Treaty-Protected Property from a Non-Resident Vendor” form T2062C with respect to each non-Canadian CA Company Seller that is listed on Section 3.14(i) of the Disclosure Schedule. Each such Seller shall complete the “Non-

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resident Vendor Certification” Part D of such T2062C. The Purchaser shall file such completed forms T2062C in respect of each non-Canadian CA Company Seller on or before the date that is 30 days after the Closing Date in the manner required by applicable laws and shall provide each non-Canadian CA Company Seller with evidence of such timely filing in a form satisfactory to each such Seller, acting reasonably.

          6.8 Further Assurances. Each party will execute, acknowledge and deliver such documents and instruments reasonably requested by the other party, and will take any other action consistent with the terms of this Agreement that may reasonably be requested by the other party, for the purpose of giving effect to the transactions contemplated by this Agreement.

          6.9 Post-Closing Maintenance of Records. The Purchaser shall: (i) maintain all books and other records, including without limitation, Tax Returns of the Company (the “Records”) for 7 years after the Closing Date, (ii) grant the Sellers access to the Records at any reasonable time, and from time to time, upon request by the Sellers in connection with any reasonable business purpose; and (iii) permit Sellers to make copies of such Records for the foregoing purposes, at Sellers’ expense. The Sellers may retain copies of such Records as they deem necessary after the Closing.

          6.10 Employees and Employee Benefit Plans.

               (a) Purchaser agrees that for a one year period following the Closing it shall, or shall cause one of its Affiliates to, provide the Affected Employees with employee benefits and compensation that are substantially comparable in the aggregate either to (i) those provided to other similarly situated employees of the Purchaser or (ii) those provided as of the Closing Date to the Affected Employees by the Companies. For purposes of this Agreement, “Affected Employees” shall mean Employees and former employees of the Companies as of the Closing Date and, if applicable, any of their dependents, beneficiaries, qualified beneficiaries under COBRA and alternate payees.

               (b) Nothing contained herein shall obligate Purchaser to employ, or offer to employ, or cause the Companies to continue to employ, any current or former employee of either Company, to retain any Employees for any specific period, to institute or maintain any levels of compensation or benefit plans or arrangements, or otherwise to take or continue any actions with respect to the Employees after the Closing, it being understood that no Employee is intended to or shall receive by reason of this Agreement, other than by operation of law due to the consummation of the transactions contemplated herein, any direct or third party beneficiary rights against Purchaser.

               (c) Except as expressly set forth in this Agreement, Purchaser shall have at all times complete discretion to determine the specific benefit plans, programs, policies and arrangements to be provided to Employees; however, Employees shall be given credit for purposes of eligibility and vesting under each employee benefit plan, program, policy or arrangement of Purchaser or any Affiliate thereof in which the Employees are eligible to participate for all service with the applicable Company (to the extent such credit was given for a similar purpose by a comparable employee benefit plan, program, policy or arrangement, if any, of the applicable Company). Purchaser shall take all reasonable steps to ensure that each

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Employee’s vacation and personal time off accrued through the Closing Date shall continue to be honored after the Closing Date.

          6.11 Purchaser Shareholder Approval.

               (a) The Seller Parties acknowledge that, in order to issue shares of Purchaser Common Stock pursuant to Section 2.5 hereof, Purchaser will be required by applicable Law and regulations (including the Minnesota Business Corporation Act and the rules and regulations of the SEC and the NASDAQ stock market ) to first obtain the approval of its shareholders (the “Purchaser Shareholder Approval”) with respect to (i) an amendment to the Purchaser’s articles of incorporation and (ii) certain other matters in connection with the issuance of such shares and other matters in connection with the Financing Agreement, as required by the rules and regulations of the NASDAQ stock market. After the date of this Agreement, Purchaser shall prepare and cause to be filed with the SEC a proxy statement (the “Proxy Statement”) in connection with a meeting of Purchaser’s shareholders for the purpose of seeking the Purchaser Shareholder Approval (the “Purchaser Shareholders Meeting”). Purchaser shall use all reasonable efforts (i) to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC, (ii) to respond promptly to any comments of the SEC on the Proxy Statement, and (iii) to cause the Proxy Statement to be mailed to Purchaser’s shareholders. The Seller Parties shall use all reasonable efforts to provide, or assist Purchaser in the preparation of, all information about the Seller Parties and the transactions contemplated hereby that is required by applicable Law and regulations (including the Minnesota Business Corporation Act and the rules and regulations of the SEC and the NASDAQ stock market ) to be included in the Proxy Statement.

               (b) The Purchaser’s board of directors (the “Board”) has determined to recommend that the Purchaser’s shareholders approve of all matters necessary to give the Purchaser Shareholder Approval, and to include a statement to that effect in the Proxy Statement and in any additional soliciting materials relating to the Purchaser Shareholders Meeting (the “Purchaser Board Recommendation”). The Purchaser will, and will use its best efforts to, within one-hundred twenty (120) days after the date hereof (and in any event no later than the date of the next annual meeting of shareholders of the Purchaser), in accordance with its articles of incorporation and bylaws, and with applicable law (including the Minnesota Business Corporation Act and the rules and regulations of the SEC and the Nasdaq), duly call, give notice of, and convene and hold the Purchaser Shareholders Meeting, regardless of whether the Purchaser Board Recommendation is later withdrawn or modified in a manner adverse to the Purchasers. Except to the extent the Board determines on advice of counsel to be restricted from doing so by its fiduciary duties to the shareholders of the Purchaser under applicable law, (i) the Board will include the Purchaser Board Recommendation in the Proxy Statement and in any additional soliciting materials relating to the Purchaser Shareholders Meeting, and (ii) the Purchaser Board Recommendation shall not be withdrawn or modified in a manner adverse to the Purchasers, and no resolution by the Board or any committee thereof to withdraw or modify the Purchaser Board Recommendation in a manner adverse to the Purchasers shall be adopted. The Purchaser will use its best efforts to solicit and obtain the Shareholder Approval.

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          6.12 Covenant Not to Compete.

               (a) Each Seller hereby agrees that, throughout the period that begins on the Closing Date and ends on the third anniversary of the Closing Date (the “Non-Compete Period), except for the covenants and restrictions contained in Section 6.12(a)(iv) hereof which will last indefinitely, such Seller will not at any time directly or indirectly:

                    (i) own, operate, invest in, lend money to, consult with, render services to, act as agent for, acquire or hold any interest in (i) any business of any nature that competes with any business owned or operated by the Companies as of the Closing Date or (ii) any corporation, partnership, association or other entity of any nature that owns, operates or has an interest in any business described in the immediately preceding clause (i) (except that nothing herein will prohibit any Seller from owning not more than one percent of the outstanding shares of any class of stock of a corporation if such class of stock is regularly traded on a recognized national securities exchange);

                    (ii) solicit, request, advise or induce any present or potential customer, supplier or other business contact of the Companies to cancel, curtail or otherwise adversely change its relationship with the Companies;

                    (iii) criticize or disparage in any manner or by any means (whether written or oral, express or implied) Purchaser, either Company or any aspect of Purchaser’s or the Company’s management, policies, operations, products, services, practices or personnel; or

                    (iv) use any name to promote a separate business that includes (i) the words “Turnpike” or “Global” or “Technologies,” or any confusingly similar combination or variation of any of such words, in any geographical area or (ii) any other name that implies a connection or affiliation with Purchaser or the Companies.

               (b) The Sellers specifically acknowledge and agree that (1) this Section 6.12 and each term hereof are reasonable and necessary to ensure that the Purchaser receives the expected benefits of acquiring the Shares and the Membership Interests, (2) the Purchaser has refused to enter into this Agreement in the absence of this Section 6.12 and (3) breach of this Section 6.12 will harm the Purchaser to such an extent that monetary damages alone would be an inadequate remedy. Therefore, in the event of a breach by any Seller of this Section 6.12, the Purchaser (in addition to all other remedies the Purchaser may have) will be entitled to seek a temporary restraining order, injunction and other equitable relief (without posting any bond or other security) restraining the Sellers from committing or continuing such breach.

          6.13 No Shopping. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement pursuant to Article IX, none of the Seller Parties will, and the Seller Parties will cause their Affiliates and representatives not to, directly or indirectly, solicit, encourage, facilitate, participate, or engage in (including by way of discussions, negotiations, or furnishing any nonpublic information concerning the businesses, properties, or assets of the Companies), any proposal made by a Person other than the Purchaser

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for a merger or other business combination involving either Company, for the acquisition of any equity or ownership interest in either Company, or for the acquisition of a substantial portion of the assets of either Company.

          6.14 Lock-Up and Sale Limitation Agreement. Each Seller agrees that, (i) from the date the Purchaser Shareholder Approval is obtained, and (ii) from each of the dates upon which the First Earnout Amount, Second Earnout Amount and Third Earnout Amount are paid (if at all, in each case), through the 6 month anniversary of each such date (the “Lock-Up Periods”), such Seller will not, without the prior written consent of Purchaser, (a) offer, sell, contract to sell, pledge or otherwise dispose of (“Transfer”), directly or indirectly, any shares of Purchaser Common Stock or securities convertible into or exchangeable or exercisable for any shares Purchaser Common Stock, (b) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of shares of Purchaser Common Stock, or (c) publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement; provided however that the Lock-Up Periods set forth in clause (ii) above shall only apply to the Sellers listed on Exhibit E hereto. Further, each Seller listed on Exhibit E agrees that, from the expiration of each Lock-Up Period through the 24 month anniversary of such expiration, such Seller shall not directly or indirectly Transfer during any continuous three (3) month period a number of shares of Purchaser Common Stock that exceeds one percent of the Company’s outstanding common stock (as shown on the most recent report or statement published by the Company as of the date of Transfer)

          6.15 Registration of Purchaser Common Stock. Purchaser shall use its reasonable best efforts to cause any shares of Purchaser Common Stock issued pursuant to this Agreement to be registered with the SEC for resale by the CA Company Sellers holding such shares on a registration statement on Form S-3 (the “Registration Statement”); provided, however, that the foregoing covenant shall not apply to any shares of Purchaser Common Stock issued pursuant to this Agreement that may be sold in compliance with Rule 144 following expiration of the Lock-Up Period.

          6.16 Audit. The Purchaser shall be responsible for payment of the fees and expenses of the independent auditor incurred in connection with preparation of the Combined Audited Financial Statements.

          6.17 Financing Agreement. Purchaser shall consummate the transactions contemplated by the Financing Agreement simultaneously with the Closing hereunder.

ARTICLE VII
CONDITIONS PRECEDENT TO PURCHASER’S PERFORMANCE

          The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, unless waived in writing by Purchaser:

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          7.1 Accuracy of Sellers’ Representations and Warranties. The representations and warranties of Sellers contained in this Agreement shall be true and correct when made and on and as of the Closing Date as though made at that time (without regard to any “material,” “materiality” or “Material Adverse Effect” qualifications included therein (other than defined terms such as “Material Customers” and “Material Contracts”) and except for those representations and warranties that speak as to a stated date, in which case such representation shall be true and correct as of such date), except to the extent that the failure of the representations and warranties of Sellers, taken as a whole, to be true and correct would not reasonably be expected to have a Material Adverse Effect, to materially delay the Closing or to materially and adversely affect the ability of Purchaser or Sellers to consummate the transactions contemplated by this Agreement.

          7.2 Performance of Seller Parties’ Covenants. All covenants, agreements and obligations required by the terms of this Agreement to be performed, satisfied or complied with by any Seller Party at or before the Closing Date shall have been duly and properly performed, satisfied and complied with at or before the Closing Date.

          7.3 No Governmental Order or Adverse Law. There shall not be any applicable Law that restrains, prohibits or enjoins (whether temporarily, preliminarily or permanently) consummation of any transaction contemplated herein that has been enacted, issued, promulgated, enforced or entered. There shall not be any pending or threatened proceeding, order, writ, judgment, injunction, decree, stipulation, determination or award by any Governmental Authority that seeks to restrain, prohibit or enjoin (whether temporarily, preliminarily or permanently), or that reasonably could cause the rescission of, or otherwise challenge the validity of, the consummation of any transaction contemplated herein.

          7.4 Deliverables. Purchaser shall have received from each Seller each of the deliverables described in Section 10.2.

          7.5 Contemporaneous Closing. All conditions of closing for the benefit of the Purchaser under the Frey Purchase Agreement shall have been satisfied or shall have been waived by it and the transactions contemplated thereby shall have closed as contemplated thereby.

          7.6 No Material Adverse Effect. Since the date of this Agreement, there shall not have been any Material Adverse Effect.

          7.7 Required Consents. The Sellers shall have obtained and delivered to Purchaser a written consent to the transactions contemplated by this Agreement, in form and substance reasonably acceptable to Purchaser, from each of the parties (and with respect to each of the contracts or other instruments) set forth on Exhibit D.

          7.8 Good Standings. Purchaser shall have been furnished with certificates from appropriate authorities, dated within 5 days of the Closing Date, as to the good standing of each Company and each Seller that is not a natural person, in their respective jurisdictions of incorporation or formation, as applicable.

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ARTICLE VIII
CONDITIONS PRECEDENT TO SELLERS’ PERFORMANCE

          The obligation of Sellers to consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, unless waived in writing by Sellers:

          8.1 Accuracy of Purchaser’s Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement shall be true and correct when made and on and as of the Closing Date as though made at that time (without regard to any “materiality” qualifications included therein), except to the extent that the failure of the representations and warranties of Purchaser, taken as a whole, to be true and correct would not reasonably be expected to materially delay the Closing or to materially and adversely affect the ability of Purchaser to consummate the transactions contemplated by this Agreement.

          8.2 Performance of Purchaser’s Covenants. All covenants, agreements and obligations required by the terms of this Agreement to be performed, satisfied or complied with by Purchaser at or before the Closing Date shall have been duly and properly performed, satisfied and complied with by Purchaser at or before the Closing Date.

          8.3 No Governmental Order or Adverse Law. There shall not be any applicable Law that restrains, prohibits or enjoins (whether temporarily, preliminarily or permanently) consummation of any transaction contemplated herein that has been enacted, issued, promulgated, enforced or entered. There shall not be any pending or threatened proceeding, order, writ, judgment, injunction, decree, stipulation, determination or award by any Governmental Authority that seeks to restrain, prohibit or enjoin (whether temporarily, preliminarily or permanently), or that reasonably could cause the rescission of, or otherwise challenge the validity of, the consummation of any transaction contemplated herein.

          8.4 Deliverables. Sellers shall have received from Purchaser each of the deliverables described in Section 10.3.

ARTICLE IX
TERMINATION PRIOR TO CLOSING

          9.1 Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to Closing:

               (a) By the mutual written consent of Purchaser and Sellers;

               (b) By Purchaser, by prior written notice to the Sellers, if (1) any of the Sellers or either Company commits a material breach of any of the terms of this Agreement, and (2) such breach is not cured within 15 days after Purchaser has notified Sellers of its intent to terminate pursuant to this Section 9.1(b); or

               (c) By Sellers, by prior written notice to Purchaser, if (1) Purchaser commits a material breach of any of the terms of this Agreement, and (2) such breach is not

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cured within 15 days after the Sellers have notified Purchaser of their intent to terminate pursuant to this Section 9.1(c).

          9.2 Effect on Obligations. Termination of this Agreement pursuant to Section 9.1 shall terminate all obligations of the parties hereunder, and upon such termination this Agreement shall become void and have no effect without any liability on the part of any party, except for the obligations under 6.5 (Publicity), 11.2 (Indemnification Obligations), and Article XII (Miscellaneous Provisions); provided, however, that termination shall not relieve any party defaulting or breaching this Agreement from any liability for such default or breach (or be deemed a waiver of any right of the non-defaulting or non-breaching party in connection therewith). The exercise of a right of termination of this Agreement is not an election of remedies.

ARTICLE X
THE CLOSING

          10.1 Closing. Subject to the satisfaction and/or waiver of the conditions set forth herein, the consummation of the sale and purchase of the Shares and the Membership Interests (the “Closing”) shall occur on the date hereof following satisfaction and/or waiver of the conditions to the Closing (other than conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions at Closing) or on such other date as may be mutually agreed to by the parties (the “Closing Date”). Closing will be effective as of 12:01 a.m. on the Closing Date.

          10.2 Sellers’ Obligations. At the Closing, each Seller shall deliver to Purchaser:

               (a) the certificate(s) representing the Shares and the Membership Interests being sold by such Seller, accompanied by stock or membership interest transfer power(s), as applicable, duly executed on behalf of such Seller, and otherwise in a form acceptable for transfer on the books of the applicable Company and approved in advance by the Purchaser (such approval not to be unreasonably withheld);

               (b) a certificate, dated the Closing Date, from each of the Companies and such Seller, signed by an authorized officer of each Company and by such Seller (or by an authorized officer of such Seller, if such Seller is not a natural person), certifying that the conditions specified in Section 7.1 and Section 7.2 above have been fulfilled;

               (c) a duly executed resignation, effective as of the Closing, from each director of the CA Company and each director/manager of the US Company;

               (d) the true, correct and complete minute books and ownership records of each Company;

               (e) a certificate of a duly authorized officer of such Seller, if such Seller is not a natural person, in a form approved in advance by Purchaser (such approval not to be unreasonably withheld), dated the Closing Date and executed by such officer, certifying (1) that attached thereto is a true, correct and complete copy of the Organizational Documents of

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such Seller, in each case as are then in full force and effect, (2) that attached thereto is a true, correct and complete copy of the resolutions of the Board of Directors (or other managing body) of such Seller authorizing the execution, delivery and performance of this Agreement and each Ancillary Document of such Seller and the transactions contemplated herein and therein, in each case as are then in full force and effect, and (3) as to the incumbency and signatures of the officers or other authorized persons of such Seller;

               (f) a certificate of a duly authorized officer of the CA Company, in a form approved in advance by Purchaser (such approval not to be unreasonably withheld), dated the Closing Date and executed by such officer, certifying (1) that attached thereto is a true, correct and complete copy of the Organizational Documents of the CA Company, in each case as are then in full force and effect, (2) that attached thereto is a true, correct and complete copy of the resolutions of the Board of Directors of the CA Company authorizing the execution, delivery and performance of this Agreement and each Ancillary Document of the CA Company and the transactions contemplated herein and therein, in each case as are then in full force and effect and (3) as to the incumbency and signatures of the officers of the CA Company; and

               (g) a certificate of a duly authorized officer of the US Company, in a form approved in advance by Purchaser (such approval not to be unreasonably withheld), dated the Closing Date and executed by such officer, certifying (1) that attached thereto is a true, correct and complete copy of the Organizational Documents of the US Company, in each case as are then in full force and effect, (2) that attached thereto is a true, correct and complete copy of the resolutions of the board of directors (or other managing body) of the US Company authorizing the execution, delivery and performance of this Agreement and each Ancillary Document of the US Company and the transactions contemplated herein and therein, in each case as are then in full force and effect and (2) as to the incumbency and signatures of the officers of the US Company.

          10.3 Purchaser’s Obligations. At the Closing, Purchaser shall:

               (a) pay the Closing Cash Amount in accordance with Section 2.3;

               (b) deliver to the Sellers’ Representative a certificate, dated the Closing Date, from Purchaser and signed by an authorized officer of Purchaser, certifying that the conditions specified in Section 8.1 and Section 8.2 above have been fulfilled; and

               (c) deliver to the Sellers’ Representative a certificate of a duly authorized officer of Purchaser in a form approved in advance by Sellers (such approval not to be unreasonably withheld), dated the Closing Date and executed by such officer, certifying (1) that attached thereto is a true, correct and complete copy of the Organizational Documents of Purchaser, in each case as are then in full force and effect, (2) that attached thereto is a true, correct and complete copy of the resolutions of the Board of Directors of Purchaser, authorizing the execution, delivery and performance of this Agreement and each Ancillary Document of Purchaser and the transactions contemplated herein and therein, in each case as are then in full force and effect and (3) as to the incumbency and signatures of the officers or other authorized persons of Purchaser.

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ARTICLE XI
INDEMNIFICATION

          11.1 Survival of Representations and Warranties. All representations and warranties under this Agreement shall survive the Closing through September 30, 2010, at which date such representations and warranties shall terminate; provided, however, that the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.14, 3.21, 4.1, 4.2, 4.3, 4.4, 5.1, 5.2, 5.3, 5.4, and 5.6 (collectively, the “Specified Representations”) shall survive until the expiration of the applicable statutes of limitations. For each claim for indemnification under this Agreement regarding a breach of representation or warranty that is made prior to the expiration of the survival period for such representation or warranty, such claim and associated right to indemnification will not terminate before final determination and satisfaction of such claim.

          11.2 Indemnification Obligations.

               (a) Indemnification by Sellers. Sellers shall indemnify and hold harmless Purchaser and each Company (after Closing) and their respective officers, directors, managers, members, and employees (collectively, the “Purchaser Indemnified Parties”) from and against, and shall reimburse the Purchaser Indemnified Parties for, any and all Damages resulting from, arising out of, based on, or relating to any untruth, inaccuracy or breach of representation, warranty, covenant, or agreement of the Sellers or either Company in this Agreement, the Disclosure Schedule, or any Ancillary Document. The indemnification obligations of Sellers hereunder shall be joint and several; provided, however, that the indemnification obligations of Sellers hereunder shall be several (not joint and several) with respect to any (i) untruth or inaccuracy of the representations and warranties set forth in Article IV and (ii) breaches of any covenant or agreement by a Seller.

               (b) Indemnification by Purchaser. Purchaser shall, and from and after the Closing, the Companies shall, indemnify and hold harmless Sellers, their Affiliates and any of their respective officers, directors and employees (collectively, the “Seller Indemnified Parties”) from and against, and shall reimburse the Seller Indemnified Parties for, any and all Damages, resulting from, arising out of, based on, or relating to any untruth, inaccuracy or breach of representation, warranty, covenant, or agreement of Purchaser in this Agreement, the Disclosure Schedule, or any Ancillary Document.

               (c) Limitations on Liability. Notwithstanding the rights of the Indemnified Parties to indemnification under this Article XI, and except with respect to claims for fraud or intentional misrepresentation, or claims for breaches of covenants, an Indemnifying Party’s indemnification obligations to the Indemnified Party shall be limited as follows:

                    (i) an Indemnifying Party shall only be liable for Damages that are based on an untruth, inaccuracy or breach of representation or warranty in this Agreement, the Disclosure Schedule or any Ancillary Document, other than a breach of the Specified Representations (which shall not be so limited), if and to the extent such Damages exceed $50,000 in the aggregate (the “Deductible”); provided, however, that if the aggregate amount of such Damages exceeds the Deductible, then Indemnifying Party will be obligated for all such Damages, subject to the other terms of this Article XI;

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                    (ii) the aggregate amount of all Sellers’ liability for Damages under this Article XI on the one hand, and the aggregate amount of Purchaser’s liability for Damages under this Article XI on the other hand, other than for breaches of the Specified Representations (which shall not be so limited), shall not exceed the First Earnout Amount (the “Cap”); and

                    (iii) Purchaser’s sole recourse for indemnification claims by it under this Article XI, except with respect to claims for breaches of the Specified Representations, shall be pursuant to Section 11.7.

               (d) Claims for Indemnity. Whenever a claim for Damages shall arise for which an Indemnified Party shall be entitled to indemnification hereunder other than a third party claim addressed by Section 11.2(e), such Indemnified Party shall notify the Indemnifying Party in writing within 15 days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for the Indemnifying Party to take appropriate action to resist such claim. Such notice shall specify in reasonable detail the facts and circumstances known to the Indemnified Party regarding the claim and shall explain in reasonable detail the basis on which the Indemnified Party claims a right to indemnity, including citation to relevant sections of this Agreement, and, if estimable, shall estimate the amount of the liability arising therefrom. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent, and only to the extent, the Indemnifying Party is able to demonstrate it was prejudiced by such failure. If the Indemnifying Party shall be duly notified of such indemnity claim, the parties shall attempt to settle and compromise the same, or if unable to do so within 30 days of the Indemnified Party’s delivery of notice of indemnity claim, the parties may pursue such legal proceedings as may be lawfully available to them. Any rights of indemnification established by reason of such settlement or proceedings shall thereafter be paid and satisfied by the Indemnifying Party promptly after such date that the indemnified amount is finally determined.

               (e) Defense of Third Party Claims. Upon receipt by the Indemnifying Party of a notice from the Indemnified Party with respect to any claim of a third party against the Indemnified Party for which the Indemnified Party seeks indemnification hereunder, the Indemnifying Party shall have the right to assume the defense of such claim, except if (i) the aggregate amount of the potential obligations of the Indemnified Party regarding such claim is reasonably likely to exceed the maximum obligations of the Indemnifying Party under this Agreement regarding such claim, or (ii) it is reasonably likely that such third party claim will adversely affect the Indemnified Party, other than as a result of money damages. The Indemnifying Parties and the Indemnified Parties shall cooperate to the extent reasonably requested by the other in defense or prosecution thereof and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the other in connection therewith. To elect to conduct such defense, the Indemnifying Party must give written notice of such election to the Indemnified Party within 15 days (or within the shorter period, if any, during which a defense must be commenced for the preservation of rights) after the Indemnified Party gives the corresponding initial claim notice to the Indemnifying Party (otherwise, such right to conduct such defense will be deemed waived). If the Indemnifying Party validly makes such election, it will nonetheless lose such right to conduct such defense if it fails to continue to actively and

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diligently conduct such defense. Also, if the Indemnifying Party validly makes such election, the Indemnified Party will have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party (except that the Indemnifying Party will be responsible for the fees and expenses of the Indemnified Party’s counsel if the Indemnified Party reasonably concludes that counsel to the Indemnifying Party has a conflict of interest), and will have the right to receive copies of all notices, pleadings or other similar submissions regarding such defense. If the Indemnifying Party has assumed the defense of any claim against the Indemnified Party, the Indemnifying Party will keep the Indemnified Party reasonably informed of all matters material to such defense and third party claim at all stages thereof, and there will be no settlement or compromise of such third party claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). If the Indemnifying Party does not assume the defense of a third party claim and disputes the Indemnified Party’s right to indemnification, the Indemnified Party shall have the right to assume control of the defense of such claim through counsel of its choice in any manner that the Indemnified Party reasonably deems appropriate, the costs of which shall be at the Indemnifying Party’s expense in the event that the Indemnified Party’s right of indemnification is ultimately established through settlement, compromise or other legal proceeding. In no circumstance may the Indemnified Party compromise or settle a claim with a third party for which it has an established right to indemnification from the Indemnifying Party without first obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

          11.3 Exclusive Remedy. Except for claims for fraud or intentional misrepresentation or as otherwise expressly provided in this Agreement, the indemnification provided in this Article XI will constitute the exclusive remedy of the Purchaser Indemnified Parties and the Seller Indemnified Parties, as the case may be, and their respective successors and assigns, from and against any and all Damages asserted against, resulting to, imposed upon or incurred or suffered by, any of them, directly or indirectly, as a result of, or based upon or arising from the transactions contemplated by this Agreement, including without limitation, any breach of any representation or warranty herein or the non-fulfillment of any agreement or covenant herein or in any other agreement, document, or instrument required hereunder.

          11.4 Materiality Qualifiers. For purposes of this Article XI, in determining the amount of Damages resulting from, arising out of, based on, or relating to an untruth, inaccuracy or breach of a representation or warranty in this Agreement, the Disclosure Schedule or any Ancillary Document, all “material,” “materiality” or “Material Adverse Effect” qualifications included therein will be ignored, and such representation or warranty will for such purpose be read and interpreted without regard to any such qualification (provided that any such qualification will be taken into account to determine whether an untruth, inaccuracy or breach of a representation or warranty has occurred.

          11.5 Effect of Knowledge. No right or obligation under this Article XI will be waived or otherwise affected by any knowledge of Purchaser or by any investigation, due diligence or verification by or on behalf of Purchaser on or before the date hereof or at or before Closing. All representations, warranties, covenants and agreements herein will be deemed to be relied upon by each party, and none will be waived by any failure to pursue any action or by consummation of the transactions contemplated herein, except to the extent stated herein.

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          11.6 Adjustments to Purchase Price. Any payments made pursuant to this Article XI shall be consistently treated as adjustments to the Purchase Price for all purposes by Sellers and Purchaser.

          11.7 Right of Set Off. Purchaser will have the right to set off the amount of any Damages related to any claim for indemnification under this Agreement against the First Earnout Amount. Such right of set off will be Purchaser’s sole recourse for indemnification claims by it under this Article XI, except with respect to claims for breaches of the Specified Representations.

          11.8 Patent Claims. The parties agree that, notwithstanding anything else contained in this Agreement, the Sellers shall not have any liability whatsoever to Purchaser or its affiliates (including liability for Damages, liability under Section 11.2 or otherwise) for any demand, action, claim, suit or other proceeding brought by any person at any time arising out of any infringement, misappropriation or violation of any patent by either Company unless, with respect to such patent proceeding, the Sellers have breached the representations and warranties in Section 3.5 (Legal Proceedings, Orders and Judgments) or 3.16(b) (Intellectual Property).

ARTICLE XII
MISCELLANEOUS PROVISIONS

          12.1 Fees and Expenses. Except as otherwise provided herein, Purchaser, on the one hand, and the Sellers, on the other hand, shall pay all costs and expenses incurred on behalf of such party(ies) in connection with the negotiation, preparation and execution of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the fees and expenses of attorneys and accountants; provided, however, that the fees and expenses incurred by the Companies in connection with the negotiation, preparation and execution of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the fees and expenses of the Companies’ attorneys and accountants, will be the responsibility of the Sellers. For the avoidance of doubt, any such fees and expenses incurred by the Companies, to the extent not paid prior to the Closing Date, shall be included in the calculation of Working Capital Liabilities (as defined on Exhibit A hereto) for purposes of the adjustment contemplated by Section 2.4 hereof.

          12.2 Notices. All notices, requests, demands and other communications made under this Agreement shall be in writing, correctly addressed to the recipient as follows:

If to Purchaser (or either Company after the Closing): XATA Corporation
965 Prairie Center Drive
Eden Prairie, MN 55344
Attn: Mark Ties
Facsimile No.: (952) 641-5848

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with a copy to:	Faegre & Benson LLP 2200 Wells Fargo Center 90 South Seventh Street Minneapolis, Minnesota 55402 Attn: Michael Coddington, Esq. Facsimile No.: (612) 766-1600
If to Sellers’ Representative:	Brendan Staub Turnpike Global Technologies Inc. 2401 Bristol Circle, Suite C-100 Oakville, ON L6H 5S9 Facsimile No.: (416) 946-1106
with a copy to:	WeirFoulds LLP Attn: Ralph Kroman The Exchange Tower 1600 — 130 King Street West PO Box 480 Toronto, ON M5X1J5 Facsimile No.: 416-365-1876

Notices, requests, demands and other communications made under this Agreement shall be deemed to have been duly given (i) upon delivery, if served personally on the party to whom notice is to be given, (ii) on the date of receipt, refusal or non-delivery indicated on the receipt if mailed to the party to whom notice is to be given by registered or certified, postage prepaid or by air courier, or (iii) upon confirmation of transmission, if sent by facsimile. Any party may give written notice of a change of address in accordance with the provisions of this Section 12.2 and after such notice of change has been received, any subsequent notice shall be given to such party in the manner described at such new address.

          12.3 Schedules. The inclusion of any information in any Schedule attached hereto will not be deemed an admission or acknowledgment, in and of itself and solely by virtue of the inclusion of such information in such Schedule, that such information is required to be listed in such Schedule. The headings, if any, of the individual sections of the Schedules are inserted for convenience only and will not be deemed to constitute a part thereof or a part of this Agreement. The Schedules are arranged in sections corresponding to the sections of this Agreement for convenience, and the disclosure of an item in one Schedule as an exception to a particular covenant, representation or warranty will be deemed disclosed as an exception with respect to all other covenants, representations or warranties to the extent that the relevance of such item to such other covenants, representations or warranties is reasonably apparent on the face of such item.

          12.4 Entire Agreement. This Agreement, together with the Disclosure Schedule, and the Standard Non-Disclosure Agreement, dated July 1, 2009, between Purchaser and the Companies, sets forth the entire agreement between the parties with regard to the subject

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matter hereof, and supersedes all other prior agreements and understandings, written or oral, between the parties or any of their respective Affiliates with respect to such subject matter.

          12.5 Governing Law. The validity, construction and performance of this Agreement, and any action arising out of or relating to this Agreement shall be governed by the Laws of the State of Minnesota, without regard to the Laws of such State as to choice or conflict of Laws.

          12.6 Waiver and Amendment. This Agreement may be amended, supplemented, modified and/or rescinded only through an express written instrument signed by all parties or their respective successors and permitted assigns. Any party may specifically and expressly waive in writing any portion of this Agreement or any breach hereof, but only to the extent such provision is for the benefit of the waiving party, and no such waiver shall constitute a further or continuing waiver of any preceding or succeeding breach of the same or any other provision. The consent by one party to any act for which such consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or similar acts in the future, and no forbearance by a party to seek a remedy for noncompliance or breach by another party shall be construed as a waiver of any right or remedy with respect to such noncompliance or breach.

          12.7 Assignment. Except as specifically provided otherwise in this Agreement, neither this Agreement nor any interest herein shall be assignable (voluntarily, involuntarily, by judicial process, operation of Law or otherwise), in whole or in part, by any party without the prior written consent of the other party, and any such attempted assignment shall be null and void.

          12.8 Successors and Assigns. Each of the terms, provisions and obligations of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the parties and their respective legal representatives, successors and permitted assigns.

          12.9 No Third Party Beneficiaries. Except as otherwise specifically set forth herein, nothing in this Agreement will be construed as giving any Person, other than the parties to this Agreement and their successors and permitted assigns, any right, remedy or claim under, or in respect of, this Agreement or any provision hereof; provided, however, that, for greater certainty, it is acknowledged that, for purposes of the indemnification protection afforded by Article XI hereof, the Purchaser is entering into this Agreement on its own behalf and as agent and trustee for the other Purchaser Indemnified Parties and each of the Sellers is entering into this Agreement on its own behalf and as agent and trustee for the Seller Indemnified Party(ies) with which it is associated.

          12.10 Sellers’ Representative. Each Seller hereby appoints the Sellers’ Representative as his or her attorney-in-fact, authorizing him to act on such Seller’s behalf to supervise the Closing on behalf of the Sellers, to execute and deliver any Ancillary Documents and any instruments of transfer or other documents required of the Sellers and to receive all documents to be delivered by Purchaser at the Closing, to take all actions (including giving any approvals or consents) and make all decisions contemplated by this Agreement (whether to be given before or after Closing), and take any other action permitted or required by this Agreement

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or any Ancillary Document to be taken on behalf of the Sellers or any particular Seller, and to administer all other matters related hereto. The Sellers’ Representative may be removed or replaced by one or more Sellers who together, as of the date hereof, hold a majority of the outstanding common stock of the CA Company; provided, that Purchaser consents to such replacement Sellers’ Representative, which consent will not be unreasonably withheld. Each of the Sellers hereby agrees that (i) the Sellers’ Representative shall not have any liability to any of the other Sellers for any actions or omissions in connection with serving as the Sellers’ Representative absent willful misconduct or gross negligence; (ii) Purchaser and its Affiliates shall have no liability to the Sellers for any actions or omissions of the Sellers’ Representative and Purchaser shall be entitled to rely upon any action, decision or direction taken, omitted to be taken or given by the Sellers’ Representative without further action or inquiry; and (iii) any requirement (under this Agreement or any Ancillary Documents) that Purchaser make delivery to one or more Sellers shall be deemed satisfied by delivery to the Sellers’ Representative. Each of the CA Company Sellers agrees to reimburse the Sellers’ Representative for his, her or its pro rata portion of any costs or expenses incurred by Sellers’ Representative in connection with serving as the Sellers’ Representative, in each case based on such CA Company Seller’s Proportionate Interest.

          12.11 Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the Law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any term or provision of this Agreement, or the application thereof to any Person or circumstance, is adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable in any jurisdiction: (i) a substitute and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable in such jurisdiction, the intent and purpose of the invalid, prohibited or unenforceable provision; and (ii) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity, prohibition or unenforceability, nor shall such invalidity, prohibition or unenforceability of such provision affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

          12.12 No Presumption. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

          12.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute a single agreement.

          12.14 Facsimile Signatures. This Agreement and any other document or agreement executed in connection herewith may be executed by delivery of a facsimile copy of an executed signature page with the same force and effect as the delivery of an originally executed signature page.

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          12.15 Waiver of Jury Trial. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN ANY PROCEEDING EXISTING UNDER OR RELATING TO THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.

[The remainder of this page has been intentionally left blank. Signature page follows.]

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[Signature page to Equity Purchase Agreement]

          IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the date first set forth above.

PURCHASER:			SELLERS’ REPRESENTATIVE:
XATA CORPORATION
By:	/s/ Wesley Fredenburg		By:	/s/ Brendan Staub
	Name:	Wesley Fredenburg		Name:	Brendan Staub
	Title:	General Counsel and Secretary
THE CA COMPANY:
TURNPIKE GLOBAL TECHNOLOGIES INC.
By:	/s/ Colin Warkentin
	Name:	Colin Warkentin
	Title:	President
THE US COMPANY:
TURNPIKE GLOBAL TECHNOLOGIES LLC
By:	/s/ Brendan Staub
	Name:	Brendan Staub
	Title:	President and CEO

[Signature page to Equity Purchase Agreement (continued)]

EACH OF THE SELLERS ACKNOWLEDGES AND AGREES THAT WEIRFOULDS LLP ACTS ONLY FOR TURNPIKE GLOBAL TECHNOLOGIES INC. AND TURNPIKE GLOBAL TECHNOLOGIES LLC REGARDING THIS AGREEMENT. WEIRFOULDS LLP DOES NOT REPRESENT ANY OF THE SELLERS OR THE SELLERS’ REPRESENTATIVE WITH RESPECT TO THIS AGREEMENT OR ANY OTHER MATTERS. EACH OF THE SELLERS AND THE SELLERS’ REPRESENTATIVE ACKNOWLEDGES THAT WEIRFOULDS LLP HAS RECOMMENDED THAT EACH SUCH PERSON OBTAIN INDEPENDENT LEGAL ADVICE AND, IF SUCH PERSON HAS NOT DONE SO, SUCH PERSON HEREBY WAIVES HIS, HER OR ITS RIGHT TO INDEPENDENT LEGAL ADVICE.

CA COMPANY SELLERS:
BUFFALO CITY CENTER LEASING LLC			ONTARIO JV HOLDINGS LLC
By:	/s/ Jim Williams		By:	/s/ Jim Williams
	Name:	Jim Williams		Name:	Jim Williams
	Title:	President		Title:	President
REBEL YOUTH PRODUCTIONS (2006) INC.			DUKE CAPITAL HOLDINGS, LLC
By:	/s/ Luke Metcalf		By:	/s/ Brendan Staub
	Name:	Luke Metcalf		Name:	Brendan Staub
	Title:	President		Title:	President
/s/ Colin David Warkentin			/s/ Mark Cunningham
Colin David Warkentin			Mark Cunningham
/s/ Rakinder Kalirai			/s/ Peter Blair
Rakinder Kalirai			Peter Blair
/s/ Emily Carry			/s/ Steve Massey
Emily Carry			Steve Massey
/s/ Narinder Bhogal			/s/ Rita Asturi
Narinder Bhogal			Rita Asturi
/s/ Chris Sekula
Chris Sekula

[Signature page to Equity Purchase Agreement (continued)]

EACH OF THE SELLERS ACKNOWLEDGES AND AGREES THAT WEIRFOULDS LLP ACTS ONLY FOR TURNPIKE GLOBAL TECHNOLOGIES INC. AND TURNPIKE GLOBAL TECHNOLOGIES LLC REGARDING THIS AGREEMENT. WEIRFOULDS LLP DOES NOT REPRESENT ANY OF THE SELLERS OR THE SELLERS’ REPRESENTATIVE WITH RESPECT TO THIS AGREEMENT OR ANY OTHER MATTERS. EACH OF THE SELLERS AND THE SELLERS’ REPRESENTATIVE ACKNOWLEDGES THAT WEIRFOULDS LLP HAS RECOMMENDED THAT EACH SUCH PERSON OBTAIN INDEPENDENT LEGAL ADVICE AND, IF SUCH PERSON HAS NOT DONE SO, SUCH PERSON HEREBY WAIVES HIS, HER OR ITS RIGHT TO INDEPENDENT LEGAL ADVICE.

CA COMPANY SELLERS (continued):
/s/ Anthony Nanula			/s/ Brad Georgal
Anthony Nanula			Brad Georgal
/s/ Chris DiLalla			/s/ James F. Williams
Chris DiLalla			James F. Williams
/s/ Bob Stolfo			/s/ Dave Decicco
Bob Stolfo			Dave Decicco
STEVEN LINDSAY & LYNNE RYAN (JOINTLY)			GORDON FORBES & LINDA FORBES (JOINTLY)
/s/ Steven Lindsay			/s/ Gordon Forbes
Steven Lindsay			Gordon Forbes
/s/ Lynne Ryan			/s/ Linda Forbes
Lynne Ryan			Linda Forbes
US COMPANY SELLERS:
TURNPIKE HOLDINGS INC.			/s/ Brendan Staub
			Brendan Staub
By:	/s/ Brendan Staub
	Name:	Brendan Staub	/s/ Derek Staub
	Title:	President	Derek Staub

EX-10.2

EXHIBIT 10.2

EQUITY PURCHASE AGREEMENT

by and among

XATA CORPORATION

and

KELLY FREY, a resident of the City of Kitchener, Ontario

DATED AS OF December 2, 2009

TABLE OF CONTENTS

		Page
ARTICLE 1	DEFINITIONS	1
1.1	Definitions	1
1.2	Interpretation	3
ARTICLE 2	PURCHASE AND SALE	4
2.1	Purchase of the Shares	4
2.2	Purchase Price	4
2.3	Closing Payment	4
2.4	Purchase Price Adjustment	4
ARTICLE 3	REPRESENTATIONS AND WARRANTIES OF SELLER	4
3.1	Capacity	4
3.2	Due Execution and Delivery; Binding Obligations	4
3.3	Title/Claim to Shares	4
3.4	No Conflict or Violation	5
3.5	Resident of Canada	5
3.6	Own Investigation	5
ARTICLE 4	REPRESENTATIONS AND WARRANTIES OF PURCHASER	5
4.1	Organization and Authorization of Purchaser	5
4.2	Due Execution and Delivery; Binding Obligations	5
4.3	No Conflict or Violation	6
ARTICLE 5	COVENANTS	6
5.1	Confidentiality	6
5.2	Publicity	7
5.3	Tax Matters	7
5.4	Further Assurances	7
ARTICLE 6	CONDITIONS PRECEDENT TO PURCHASER’S PERFORMANCE	7
6.1	Accuracy of Seller’s Representations and Warranties	7
6.2	Performance of Seller’s Covenants	7
6.3	No Governmental Order or Adverse Law	7
6.4	Deliverables	7
6.5	Contemporaneous Closing	8
ARTICLE 7	CONDITIONS PRECEDENT TO SELLER’S PERFORMANCE	8
7.1	Accuracy of Purchaser’s Representations and Warranties	8
7.2	Performance of Purchaser’s Covenants	8
7.3	No Governmental Order or Adverse Law	8
7.4	Deliverables	8
ARTICLE 8	TERMINATION PRIOR TO CLOSING	8

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TABLE OF CONTENTS
(continued)

		Page
8.1	Termination	8
8.2	Effect on Obligations	8
ARTICLE 9	THE CLOSING	9
9.1	Closing	9
9.2	Seller’s Obligations	9
9.3	Purchaser’s Obligations	9
ARTICLE 10	MISCELLANEOUS PROVISIONS	9
10.1	Fees and Expenses	9
10.2	Notices	10
10.3	Entire Agreement	10
10.4	Governing Law	11
10.5	Waiver and Amendment	11
10.6	Assignment	11
10.7	Successors and Assigns	11
10.8	No Third Party Beneficiaries	11
10.9	Severability	11
10.10	No Presumption	11
10.11	Counterparts	12
10.12	Facsimile Signatures	12
10.13	Waiver of Jury Trial	12

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EQUITY PURCHASE AGREEMENT

          This EQUITY PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 2, 2009, by and between XATA Corporation, a Minnesota corporation (“Purchaser”), and Kelly Frey, a resident of the City of Kitchener, Ontario (the “Seller”).

R E C I T A L S

          A. The Seller owns 54,550 issued and outstanding common shares of capital stock (the “Shares”) of Turnpike Global Technologies Inc. (the “Company”).

          B. The Seller desires to sell the Shares to Purchaser, and Purchaser desires to purchase the Shares from Seller, on the terms and subject to the conditions set forth in this Agreement.

A G R E E M E N T

          NOW, THEREFORE, in consideration of the foregoing recitals and the respective covenants, agreements, representations and warranties contained herein, the parties, intending to be legally bound, agree as follows:

ARTICLE 1
DEFINITIONS

1.1 Definitions.The following capitalized terms used herein shall have the meanings indicated:

“Agreement” has the meaning given to such term in the preamble hereto.

“Ancillary Documents” means, with respect to a Person, any document executed and delivered by or on behalf of such Person, in connection with the execution and delivery of this Agreement or Closing, pursuant to the terms of this Agreement (but not including this Agreement).

“Business Day” means any day, other than a Saturday or Sunday or a statutory holiday, on which banks are generally open for the transaction of business in Minneapolis, Minnesota and Toronto, Ontario.

“ Company” has the meaning given to such term in the preamble hereto.

“Closing” has the meaning given to such term in Section 9.1.

“Closing Date” has the meaning given to such term in Section 9.1.

“Contract” means any contract, purchase order, license, lease instrument, note, agreement, arrangement, or other binding commitment or obligation, in each case whether written or oral.

“Encumbrance” means any mortgage, lien, pledge, charge, security interest, encumbrance, or restriction.

“Frey Release” means a release by the Seller of the Company, Turnpike LLC and the Purchaser in the form of Schedule “A” hereto.

“Governmental Authority” means (i) any nation, state, province, county, city or other legal jurisdiction, (ii) any federal, state, provincial, local, municipal, foreign or other government, (iii) any governmental or quasi-governmental authority of any nature or (iv) any body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Laws” means all laws of any country or any political subdivision thereof, including, without limitation, all federal, state, provincial, and local statutes, regulations, ordinances, orders or decrees or any other laws, common law theories or reported decisions of any court

“Organizational Documents” means, with respect to a Person: (a) the articles or certificate of incorporation, formation or organization (as applicable) and the by-laws or similar governing document of such Person; (b) any limited liability company agreement, partnership agreement, operating agreement, shareholder agreement, or similar document of or regarding such Person; (c) any other charter or organizational document adopted or filed in connection with the incorporation, formation, organization or governance of such Person; or (d) any amendment to any of the foregoing.

“Permits” means all franchises, permits, licenses, qualifications, municipal and other authorizations, orders and other rights from, and filings with, any Governmental Authority.

“Person” means any individual, any entity or any unincorporated organization, including a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, or a joint venture.

“Primary Equity Purchase Agreement” means the agreement expected to be entered into between the Purchaser, the Company, Turnpike LLC and those holders of shares and membership interests of the Company and Turnpike LLC, as applicable, other than the Seller, and the representative of such holders, pursuant to which the Purchaser agrees to acquire such shares and membership interests from such holders on the terms and conditions therein set forth.

“Purchase Price” has the meaning given to such term in Section 2.2.

“Purchaser” has the meaning given to such term in the preamble hereto.

“representative” of a party means any officer, director, manager, employee, principal, member, shareholder or partner of such party or any attorney, accountant or advisor to such party.

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“Seller” has the meaning given to such term in the preamble hereto.

“Shares” has the meaning given to such term in the recitals to this Agreement.

“Tax(es)” means all taxes, charges, fees, levies, duties, imposts or other assessments or charges imposed by and required to be paid to any federal, state, provincial, local or foreign taxing authority, including, without limitation, income, excise, property (whether real or tangible personal property), sales, use, transfer, gains, ad valorem, value added, stamp, payroll, windfall, profits, gross receipts, license, occupation, commercial activity, employment, withholding, social security, workers’ compensation, unemployment compensation, capital stock and franchise taxes, alternative or add-on minimum (including any interest, penalties or additions attributable to or imposed on or with respect to any such assessment) and any estimated payments or estimated taxes.

“Turnpike LLC” means Turnpike Global Technologies LLC, a Delaware limited liability company.

“Turnpike Release” means a release by the Company, Turnpike LLC, Brendan Staub, Colin David Warkentin, Rakinder Kalari and the Purchaser of the Seller in the form of Schedule “B” hereto.

1.2 Interpretation. In this Agreement, unless otherwise specified or where the context otherwise requires: language shall be construed simply according to its fair meaning and not strictly for or against any party;

(b)	the headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement;
(c)	words importing any gender shall include other genders;
(d)	words importing the singular only shall include the plural and vice versa;
(e)	the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation;”
(f)	the words “hereby,” “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement;
(g)	references to “Article,” “Section” or “Schedule” shall be to an Article, Section or Schedule of or to this Agreement;
(h)	references to any Person include the successors and permitted assigns of such Person;

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(i)	any definition of or reference to any Law, agreement, instrument or other document herein will be construed as referring to such Law, agreement, instrument or other document as from time to time amended, supplemented or otherwise modified;
(j)	any definition of or reference to any statute will be construed as referring also to any rules and regulations promulgated thereunder;
(k)	references to “dollars” and “$” shall, unless otherwise stated, refer to Canadian dollars.

ARTICLE 2
PURCHASE AND SALE

2.1 Purchase of the Shares. On the terms and subject to the conditions of this Agreement, at the Closing the Seller shall sell, assign and deliver the Shares to Purchaser, and Purchaser shall purchase and acquire the Shares from the Seller.

2.2 Purchase Price. The aggregate purchase price for the Shares (the “Purchase Price”) shall be equal to $1,000,000 (One Million Dollars).

2.3 Closing Payment. The Purchase Price shall be paid at Closing by Purchaser by wire transfer of immediately available funds to such account as the Seller designates in writing prior to the Closing.

2.4 Purchase Price Adjustment. There shall be no post-Closing adjustment of any nature whatsoever to the Purchase Price.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER

          The Seller represents and warrants to Purchaser as follows.

3.1 Capacity. The Seller has the legal capacity to execute and deliver this Agreement and the Ancillary Documents, to perform his obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby.

3.2 Due Execution and Delivery; Binding Obligations. This Agreement has been, and at the Closing the Ancillary Documents will be, duly executed and delivered by the Seller, and this Agreement constitutes, and each Ancillary Document will constitute when executed, a legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

3.3 Title/Claim to Shares. The Seller owns, of record and beneficially, the Shares and the Shares are free and clear of all Encumbrances, except for restrictions on transfer under provincial securities Laws. The Seller has no right, title or interest of any nature whatsoever, in

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the Company or Turnpike LLC (other than the Shares), or any of their respective assets, and in particular, but without limitation, has no right to acquire any additional interest of any nature whatsoever (including by way of equity interest or otherwise) in, and no claim, or basis for a claim, against, the Company, Turnpike LLC, or any of their respective assets.

3.4 No Conflict or Violation. Neither the execution and delivery of this Agreement by the Seller nor the consummation of the transactions contemplated hereby by the Seller will result in (i) a violation by the Seller of any applicable Law, (ii) a breach or violation by the Seller of or default under any order, judgment, writ, injunction decree or award to which the Seller is a party or by which the Seller or the Shares are bound, or (iii) a breach, violation of or a default under, conflict with or give rise to or create any right of any Person to accelerate, increase, terminate, modify or cancel any right or obligation in a manner adverse to the Seller, or result in the creation of any Encumbrance under, any Contract or other obligation to which the Seller or the Shares may be subject. No consents, Permits, approvals or authorizations of, or notices, declarations, filings, applications, transfers or registrations with, any Governmental Authority or any other Person are required to be made or obtained by the Seller by virtue of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.

3.5 Resident of Canada. The Seller is not a non-resident of Canada within the meaning of the Income Tax Act (Canada).

3.6 Own Investigation. The Seller has made such enquiries and investigations as he has deemed necessary or desirable in order to evaluate the terms and conditions of this Agreement, has relied on no representations by any Person (including the Company, Turnpike LLC or the Purchaser or any representative thereof), other than those expressly set forth herein, in evaluating such terms and conditions and has received independent legal and financial advice with respect to the matters herein set forth.

          The Seller makes no representations or warranties, express or implied, of any nature whatsoever except as specifically set forth in this Agreement and the Ancillary Documents.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF PURCHASER

          Purchaser represents and warrants to Seller as follows:

4.1 Organization and Authorization of Purchaser. Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the State of Minnesota. Purchaser has the requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.

4.2 Due Execution and Delivery; Binding Obligations. The execution, delivery and performance by Purchaser of this Agreement have been duly authorized by all necessary action on the part of Purchaser. This Agreement has been, and at the Closing the Ancillary Documents will be, duly executed and delivered by Purchaser. This Agreement constitutes, and each

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Ancillary Document will constitute when executed, a legal, valid and binding agreement of Purchaser, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or similar Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

4.3 No Conflict or Violation. Neither the execution and delivery of this Agreement by Purchaser nor the consummation of the transactions contemplated hereby will result in (i) a violation of, or a conflict with, Purchaser’s Organizational Documents, (ii) a violation by Purchaser of any applicable Law, or (iii) a violation by Purchaser of any order, judgment, writ, injunction decree or award to which it is a party or by which it is bound. No consents, Permits, approvals or authorizations of, or notices, declarations, filings, applications, transfers or registrations with, any Governmental Authority or any other Person are required to be made or obtained by the Purchaser by virtue of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.

          Purchaser makes no representations or warranties, express or implied, of any nature whatsoever except as specifically set forth in this Agreement and the Ancillary Documents.

ARTICLE 5
COVENANTS

5.1 Confidentiality. For a period of five years from the Closing Date, Seller will hold, in confidence, except to the extent required by applicable Law, all confidential information (including trade secrets) regarding the Company or Turnpike LLC, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Seller, (ii) in the public domain through no fault of the Seller or (iii) later lawfully acquired by Seller from sources (other than the Company or Turnpike LLC or their respective employees, or the Purchaser or any of its subsidiaries) that are not under a non-disclosure or confidentiality obligation in favour of the Company or Turnpike LLC or the Purchaser or any of its subsidiaries; provided, that Seller may disclose such information (A) to his representatives who need to know such information for purposes of participating in the evaluation, negotiation and/or execution of the transactions contemplated by this Agreement and the Ancillary Documents so long as such persons are informed by Seller of the confidential nature of such information and are directed by Seller to treat such information confidentially and (B) to the extent required to defend any claim asserted against Seller or assert any claim that may be available to Seller. The Seller shall be responsible for any failure to treat such information confidentially by such persons. The Seller specifically acknowledges and agrees that (1) this Section 5.1 and each term hereof are reasonable and necessary to ensure that the Purchaser receives the expected benefits of acquiring the Shares, (2) the Purchaser has refused to enter into this Agreement in the absence of this Section 5.1 and (3) breach of this Section 5.1 will harm the Purchaser to such an extent that monetary damages alone would be an inadequate remedy. Therefore, in the event of a breach by the Seller of this Section 5.1, the Purchaser (in addition to all other remedies the Purchaser may have) will be entitled to seek a temporary restraining order, injunction and other equitable relief (without posting any bond or other security) restraining the Seller from committing or continuing such breach.

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5.2 Publicity. Except as may be required by applicable Law and regulations, the Seller shall not make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without prior consent of Purchaser.

5.3 Tax Matters. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement shall be paid by the Seller when due, and the Seller will, at his own expense, file all necessary tax returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees.

5.4 Further Assurances. Each party will execute, acknowledge and deliver such documents and instruments reasonably requested by the other party, and will take any other action consistent with the terms of this Agreement that may reasonably be requested by the other party, for the purpose of giving effect to the transactions contemplated by this Agreement; provided, however, the Seller specifically acknowledges and agrees that the completion of the transactions contemplated by the Primary Equity Purchase Agreement is at the sole discretion of the Purchaser and that the Purchaser shall be entitled to take or omit to take any action or to accept any state of affairs or circumstance in connection with the closing of such transactions of any nature whatsoever.

ARTICLE 6
CONDITIONS PRECEDENT TO PURCHASER’S PERFORMANCE

          The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, unless waived in writing by Purchaser:

6.1 Accuracy of Seller’s Representations and Warranties. The representations and warranties of Seller contained in this Agreement shall be true and correct when made and on and as of the Closing Date as though made at that time.

6.2 Performance of Seller’s Covenants. All covenants, agreements and obligations required by the terms of this Agreement to be performed, satisfied or complied with by the Seller at or before the Closing Date shall have been duly and properly performed, satisfied and complied with at or before the Closing Date.

6.3 No Governmental Order or Adverse Law. There shall not be any applicable Law that restrains, prohibits or enjoins (whether temporarily, preliminarily or permanently) consummation of any transaction contemplated herein that has been enacted, issued, promulgated, enforced or entered. There shall not be any pending or threatened proceeding, order, writ, judgment, injunction, decree, stipulation, determination or award by any Governmental Authority that seeks to restrain, prohibit or enjoin (whether temporarily, preliminarily or permanently), or that reasonably could cause the rescission of, or otherwise challenge the validity of, the consummation of any transaction contemplated herein.

6.4 Deliverables. Purchaser shall have received from the Seller each of the deliverables described in Section 9.2 .

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6.5 Contemporaneous Closing. All conditions of Closing for the benefit of the Purchaser under the Primary Equity Purchase Agreement shall have been satisfied or shall have been waived by it and the transactions contemplated thereby shall have closed as contemplated thereby.

ARTICLE 7
CONDITIONS PRECEDENT TO SELLER’S PERFORMANCE

          The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, unless waived in writing by Seller:

7.1 Accuracy of Purchaser’s Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement shall be true and correct when made and on and as of the Closing Date as though made at that time .

7.2 Performance of Purchaser’s Covenants. All covenants, agreements and obligations required by the terms of this Agreement to be performed, satisfied or complied with by Purchaser at or before the Closing Date shall have been duly and properly performed, satisfied and complied with by Purchaser at or before the Closing Date.

7.3 No Governmental Order or Adverse Law. There shall not be any applicable Law that restrains, prohibits or enjoins (whether temporarily, preliminarily or permanently) consummation of any transaction contemplated herein that has been enacted, issued, promulgated, enforced or entered. There shall not be any pending or threatened proceeding, order, writ, judgment, injunction, decree, stipulation, determination or award by any Governmental Authority that seeks to restrain, prohibit or enjoin (whether temporarily, preliminarily or permanently), or that reasonably could cause the rescission of, or otherwise challenge the validity of, the consummation of any transaction contemplated herein.

7.4 Deliverables. Seller shall have received from Purchaser each of the deliverables described in Section 9.3.

ARTICLE 8
TERMINATION PRIOR TO CLOSING

8.1 Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to Closing:

(a)	By the mutual written consent of Purchaser and Seller; or
(b)	By either party if the transaction contemplated hereby has not been completed on or before January 31, 2010.

8.2 Effect on Obligations. Termination of this Agreement pursuant to Section 8.1 shall terminate all obligations of the parties hereunder, and upon such termination this Agreement shall become void and have no effect without any liability on the part of any party, except for the obligations under 5.2 (Publicity) and Article X (Miscellaneous Provisions);

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provided, however, that termination shall not relieve any party defaulting or breaching this Agreement from any liability for such default or breach (or be deemed a waiver of any right of the non-defaulting or non-breaching party in connection therewith). The exercise of a right of termination of this Agreement is not an election of remedies.

ARTICLE 9
THE CLOSING

9.1 Closing. Subject to the satisfaction and/or waiver of the conditions set forth herein, the consummation of the sale and purchase of the Shares (the “Closing”) shall occur simultaneously with the closing of the transactions contemplated by the Primary Equity Purchase Agreement or on such other date as may be mutually agreed to by the parties (the “Closing Date”) and will be effective as at the time at which the closing under the Primary Equity Purchase Agreement is effective.

9.2 Seller’s Obligations. At the Closing, the Seller shall deliver to Purchaser:

(a)	the certificate(s) representing the Shares, accompanied by stock transfer power(s), duly executed by the Seller, and otherwise in a form acceptable for transfer on the books of the Company and approved in advance by the Purchaser (such approval not to be unreasonably withheld);
(b)	a certificate, dated the Closing Date, from the Seller, certifying that the conditions specified in Section 6.1 and Section 6.2 above have been fulfilled;
(c)	the Frey Release duly executed by the Seller and any other person under the Seller’s control and a party thereto; and
(d)	a consent to the dismissal without costs of the action commenced by the Seller in the Ontario Court of Justice having Court File No. C-1239-09 signed by the solicitors of record for the plaintiffs and by the defendants in such action in the form of Schedule “C” hereto.

9.3 Purchaser’s Obligations. At the Closing, Purchaser shall:

(a)	pay the Purchase Price in accordance with Section 2.3;
(b)	deliver to the Seller a certificate, dated the Closing Date, from Purchaser and signed by an authorized officer of Purchaser, certifying that the conditions specified in Section 7.1 and Section 7.2 above have been fulfilled;
(c)	deliver to the Seller the Turnpike Release duly executed by the Company, Turnpike LLC, Brendan Staub, Colin David Warkentin, Rakinder Kalari and the Purchaser; and
(d)	a consent to the dismissal without costs of the action commenced by the Seller in the Ontario Court of Justice having Court File No. C-1239-09 signed by the solicitors of record for the plaintiffs and by the defendants in such action in the form of Schedule “C” hereto.

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ARTICLE 10
MISCELLANEOUS PROVISIONS

10.1 Fees and Expenses. Except as otherwise provided herein, each party hereto shall pay the costs and expenses incurred by it or on its behalf in connection with the negotiation, preparation and execution of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the fees and expenses of attorneys and accountants.

10.2 Notices. All notices, requests, demands and other communications made under this Agreement shall be in writing, correctly addressed to the recipient as follows:

If to Purchaser:	XATA Corporation 965 Prairie Center Drive Eden Prairie, MN 55344 Attn: Mark Ties Facsimile No.: (952) 641-5848
with a copy to:	Faegre & Benson LLP 2200 Wells Fargo Center 90 South Seventh Street Minneapolis, Minnesota 55402 Attn: Michael Coddington, Esq. Facsimile No.: (612) 766-1600
If to Seller:	Kelly Frey 54 Whisperwood Court Kitchener, ON N2P 2A9 Facsimile No.: (707) 221-3749
with a copy to:	Gowling Lafleur Henderson LLP 1020-50 Queen Street North P.O. Box 2248 Kitchener, ON N2H 6M2 Attn: W. David Petras Facsimile No.: (519) 571-5006

Notices, requests, demands and other communications made under this Agreement shall be deemed to have been duly given (i) upon delivery, if served personally on the party to whom notice is to be given, (ii) on the date of receipt, refusal or non-delivery indicated on the receipt if mailed to the party to whom notice is to be given by registered or certified, postage prepaid or by air courier, or (iii) upon confirmation of transmission, if sent by facsimile. Any party may give

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written notice of a change of address in accordance with the provisions of this Section 10.2 and after such notice of change has been received, any subsequent notice shall be given to such party in the manner described at such new address.

10.3 Entire Agreement. This Agreement, together with the Release once executed, sets forth the entire agreement between the parties with regard to the subject matter hereof, and supersedes all other prior agreements and understandings, written or oral, between the parties with respect to such subject matter.

10.4 Governing Law. The validity, construction and performance of this Agreement, and any action arising out of or relating to this Agreement shall be governed by the Laws of Ontario and the laws of Canada applicable therein.

10.5 Waiver and Amendment. This Agreement may be amended, supplemented, modified and/or rescinded only through an express written instrument signed by the parties or their respective permitted assigns. Either party may specifically and expressly waive in writing any portion of this Agreement or any breach hereof, but only to the extent such provision is for the benefit of the waiving party, and no such waiver shall constitute a further or continuing waiver of any preceding or succeeding breach of the same or any other provision. The consent by one party to any act for which such consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or similar acts in the future, and no forbearance by a party to seek a remedy for noncompliance or breach by another party shall be construed as a waiver of any right or remedy with respect to such noncompliance or breach.

10.6 Assignment. Except as specifically provided otherwise in this Agreement, neither this Agreement nor any interest herein shall be assignable (voluntarily, involuntarily, by judicial process, operation of Law or otherwise), in whole or in part, by either party without the prior written consent of the other party, and any such attempted assignment shall be null and void.

10.7 Successors and Assigns. Each of the terms, provisions and obligations of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the parties and their respective legal representatives, successors and permitted assigns.

10.8 No Third Party Beneficiaries. Except as otherwise specifically set forth herein, nothing in this Agreement will be construed as giving any Person, other than the parties to this Agreement and their successors and permitted assigns, any right, remedy or claim under, or in respect of, this Agreement or any provision hereof.

10.9 Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the Law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any term or provision of this Agreement, or the application thereof to any Person or circumstance, is adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable in any jurisdiction: (i) a substitute and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable in such jurisdiction, the intent and purpose of the invalid, prohibited or unenforceable provision; and (ii) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such

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invalidity, prohibition or unenforceability, nor shall such invalidity, prohibition or unenforceability of such provision affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

10.10 No Presumption. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

10.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute a single agreement.

10.12 Facsimile Signatures. This Agreement and any other document or agreement executed in connection herewith may be executed by delivery of a facsimile or other electronically-transmitted copy of an executed signature page with the same force and effect as the delivery of an originally executed signature page.

10.13 Waiver of Jury Trial. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN ANY PROCEEDING EXISTING UNDER OR RELATING TO THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.

[The remainder of this page has been intentionally left blank. Signature page follows.]

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[Signature page to Equity Purchase Agreement]

          IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the date first set forth above.

PURCHASER:	SELLER:
XATA CORPORATION
	/s/ Kelly Frey
	Name: Kelly Frey

By:  /s/ Wesley C. Fredenburg   Name: Wesley C. Fredenburg
Title: General Counsel and Secretary

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EX-10.3

EXHIBIT 10.3

XATA CORPORATION

NOTE PURCHASE AGREEMENT

December 4, 2009

Table of Contents

SECTION 1. Authorization of Sale of the Securities	1
SECTION 2. Agreement to Sell and Purchase the Notes	2
SECTION 3. Closing and Delivery	2
3.1 Closing	2
3.2 Delivery of the Notes at the Closing	2
SECTION 4. Representations, Warranties and Covenants of the Company	2
4.1 Organization and Qualification	2
4.2 Capitalization	3
4.3 Authorization of Securities	4
4.4 Governmental Consents	4
4.5 Due Authorization, Execution and Delivery	4
4.6 No Conflicts	5
4.7 Title to Assets	5
4.8 Permits	6
4.9 Legal Actions	6
4.10 Labor	6
4.11 No Violations	6
4.12 Insurance	6
4.13 Company Contracts	6
4.14 SEC Documents	7
4.15 Related Party Transactions	7
4.16 Financial Statements	7
4.17 Receivables	8
4.18 Intellectual Property	8
4.19 Nasdaq Compliance	9
4.20 Taxes	9
4.21 No Integration or General Solicitation	9
4.22 No Registration	10
4.23 No Material Changes	10
4.24 Accounting Controls	10
4.25 Form S-3	11
4.26 No Anti-Dilution Event	11
4.27 Registration Rights	11
4.28 Investment Company Act	11
4.29 Sarbanes-Oxley Act	11
4.30 Audit Committee	12
4.31 Foreign Corrupt Practices Act	12
4.32 Loans to Officers and Directors	12
4.33 Employee Benefits	13
4.34 Nasdaq Listing	13
4.35 Broker’s Fee	13

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4.36 Application of Takeover Protections; Rights Agreement	13
4.37 Complete Disclosure	14
SECTION 5. Representations, Warranties and Covenants of the Purchasers	14
SECTION 6. Survival of Representations, Warranties and Agreements	15
SECTION 7. Closing deliverables	15
7.1 Receipt of Payment	15
7.2 Representations and Warranties of Purchasers Correct	15
7.3 Covenants of Purchasers Performed	15
7.4 Representations and Warranties of the Company Correct	15
7.5 Covenants of the Company Performed	15
7.6 Receipt of Notes	16
7.7 Investor Rights Agreement	16
7.8 Legal Opinion	16
7.9 SVB and PFG Pay-Off Letters	16
7.10 Turnpike Purchase Agreements	16
7.11 Third-Party Consents	16
7.12 Support Agreements	16
7.13 Indemnification Agreement	16
7.14 Voting Agreement	17
7.15 [Intentionally Omitted]	17
7.16 Secretary’s Certificate	17
7.17 Proceedings and Documents	17
SECTION 8. Intentionally Omitted	17
SECTION 9. Registration of the Conversion Shares and the Warrant Shares; Compliance with the Securities Act	17
9.1 Registration Procedures	17
9.2 Transfer of Shares After Registration; Suspension; Damages	23
9.3 Expenses of Registration	25
9.4 Delay of Registration; Furnishing Information	25
9.5 Indemnification	25
9.6 Agreement to Furnish Information	28
9.7 Assignment of Registration Rights	28
9.8 Rule 144 Reporting	29
9.9 S-3 Eligibility	29
9.10 Termination of Registration Rights	30
9.11 Amendment of Registration Rights	30
9.12 Legends	30
9.13 Company Registration	31
SECTION 10. Company Covenants	32
10.1 Reservation of Shares and Common Stock	32
10.2 Subsequent Registration Rights	32

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10.3 Use of Proceeds	32
10.4 Proxy Statement	32
10.5 Shareholders Meeting	33
10.6 Reasonable Best Efforts	34
10.7 Company Board	34
10.8 Specific Performance	34
10.9 Amendment of Existing Agreement	34
SECTION 12. Broker’s Fee	35
SECTION 13. Notices	35
SECTION 14. Miscellaneous	35
14.1 Waivers and Amendments	35
14.2 Headings; Interpretation	36
14.3 Severability	36
14.4 Governing Law	36
14.5 Counterparts	37
14.6 Successors and Assigns	37
14.7 Entire Agreement	37
14.8 Rights of Holders	37
14.9 Payment of Fees and Expenses	37

ATTACHMENTS:

Exhibit A -	Schedule of Purchasers
Exhibit 1-A -	Form of Note
Exhibit 1-B -	Form of Certificate of Designation of Preferences of Series G Preferred Stock
Exhibit 1-C -	Form of Common Stock Warrant
Exhibit 4.5 -	Form of Investor Rights Agreement
Exhibit 7.8 -	Form of Opinion of Company Counsel
Exhibit 7.10 -	Turnpike Equity Purchase Agreements
Exhibit 7.11 -	Third Party Consents
Exhibit 7.12-A -	Form of Support Agreement
Exhibit 7.12-B -	Persons executing Support Agreements
Exhibit 7.13 -	Form of Indemnification Agreement
Exhibit 7.14-A -	Form of Voting Agreement (TCV)
Exhibit 7.14-B -	Form of Amended and Restated Voting Agreement (Trident)
Exhibit 10.3 -	Use of Proceeds
Exhibit 10.4 -	Form of Articles Amendment
Exhibit 10.7 -	Form of Director Indemnification Agreement
Exhibit 10.9 -	Form of Amendment to Stock Purchase Agreement

iii

NOTE PURCHASE AGREEMENT

     This Note Purchase Agreement (the “Agreement”) is made as of December 4, 2009, by and among Xata Corporation, a Minnesota corporation (the “Company”) and each of those persons and entities, severally and not jointly, listed as a Purchaser on the schedule of purchasers attached as Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”).

RECITALS

     WHEREAS, the parties are entering into this Agreement in order for the Company to raise capital in advance of the Shareholder Approval (as defined below) and for the Purchasers to secure the right to acquire the Preferred Shares (as defined below) and Warrants (as defined below) upon the occurrence of the Shareholder Approval.

AGREEMENT

     In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and each Purchaser (severally and not jointly) hereby agree as follows:

SECTION 1. AUTHORIZATION OF SALE OF THE SECURITIES.

     Subject to the terms and conditions of this Agreement, the Company has authorized (a) the sale and issuance of thirty million and two hundred thousand dollars ($30,200,000.00) aggregate principal amount of notes (the “Notes”) substantially in the form attached hereto as Exhibit l-A, (b) the issuance (subject to obtaining necessary shareholder approval and the taking of other necessary corporate actions specified herein) of shares (the “Preferred Shares”) of a newly created series of its Preferred Stock of the Company having rights, preferences and privileges as set forth in the form of Certificate of Designation of Preferences of Series G Preferred Stock (the “Certificate of Designation”) attached hereto as Exhibit 1-B to be issued upon a Conversion Event (as defined below), (c) the issuance of shares of Common Stock of the Company (the “Common Stock”) to be issued upon conversion of the Preferred Shares (the “Conversion Shares”), (d) the issuance (subject to obtaining necessary shareholder approval and the taking of other necessary corporate actions specified herein) of warrants to purchase shares of Common Stock (the “Warrants”) in the form attached hereto as Exhibit l-C to be issued upon a Conversion Event, and (e) the issuance of shares of Common Stock to be issued upon exercise of the Warrants (the “Warrant Shares” and, together with the Conversion Shares, the “Shares”). The Notes, the Preferred Shares, the Conversion Shares, the Warrants and the Warrant Shares shall be referred to herein as the “Securities.” As used herein, the term “Conversion Event” shall have the meaning given to such term in the Notes and the term “Conversion Date” shall mean immediately prior to the close of business on the date that a Conversion Event occurs.

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SECTION 2. AGREEMENT TO SELL AND PURCHASE THE NOTES.

     Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to each Purchaser, and each Purchaser agrees to purchase from the Company, the aggregate principal amount of Notes set forth opposite such Purchaser’s name in the schedule of purchasers attached hereto as Exhibit A (the “Schedule of Purchasers”) at a purchase price equal to 100% of such aggregate principal amount.

SECTION 3. Closing and Delivery.

     3.1 Closing. The closing of the purchase and sale of the Notes to be sold pursuant to this Agreement shall be held at 10:00 am Central time on the date of this Agreement at the offices of Faegre & Benson LLP, 2200 Wells Fargo Center, Minneapolis, Minnesota. The date of the closing of the purchase and sale of the Notes is referred to herein as the “Closing Date”, and such closing is referred to as the “Closing.”

     3.2 Delivery of the Notes at the Closing. At the Closing, the Company shall deliver to each Purchaser the Note to be purchased by it in the form of a single Note dated the date of the Closing and registered in such Purchaser’s name, against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds to the account or accounts specified in writing by the Company prior to the Closing Date.

SECTION 4. Representations, Warranties and Covenants of the Company.

     Except as set forth in the Schedule of Exceptions dated as of even date herewith and provided to the Purchasers separately from this Agreement, the Company hereby represents and warrants to, and covenants with, the Purchasers as follows:

     4.1 Organization and Qualification. Each of the Company and each Subsidiary (as defined below) has been duly incorporated and is a validly existing corporation in good standing under the laws of the jurisdiction of its incorporation, with requisite corporate power and authority to own its properties and conduct its business as presently conducted. The Company and each Subsidiary are duly qualified to do business as foreign corporations in good standing in each jurisdiction in which their ownership or lease of property or the conduct of their businesses require such qualification, except where the failure to be so qualified would not have a Material Adverse Effect on the Company. The Company has furnished representatives of the Purchasers with correct and complete copies of the charter and by-laws of the Company, both as amended and currently in effect. Except as set forth in the Schedule of Exceptions, the Company does not presently own, directly or indirectly, any of the stock or other equity interests in any entity other than GeoLogic Solutions, Inc. (“GeoLogic”). “Subsidiary” shall mean any corporation or other entity of which a majority of the capital stock or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Company. For the purposes of this Agreement, a “Material Adverse Effect” means with respect to the Company, any change or effect that is or reasonably could be materially adverse to the business, properties, results of operations and condition (financial or other) or anticipated future results of operations or

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condition (financial or other) of the Company and the Subsidiaries, or that has or reasonably could have a material adverse effect on the transactions contemplated by this Agreement.

     4.2 Capitalization. The authorized capital stock of the Company consists of 25,000,000 shares of Common Stock, par value $0.01 per share and 10,000,000 shares of preferred stock, with no stated par value, of which (1) 8,787,994 shares of Common Stock are issued and outstanding (which includes all shares of restricted stock granted pursuant to Company equity incentive plans), (2) 2,250,000 shares of the preferred stock are designated as Series B Preferred Stock, 2,043,793 of which are issued and outstanding, (3) 1,400,000 shares of the preferred stock are designated as Series C Preferred Stock, 1,269,036 of which are issued and outstanding, (4) 1,600,000 shares of the preferred stock are designated as Series D Preferred Stock, 1,566,580 of which are issued and outstanding, (5) 1,400,000 shares of the preferred stock are designated as Series F Preferred Stock, 1,355,857 of which are issued and outstanding, (6) options to purchase 434,000 shares of Common Stock are outstanding under the Company’s 2002 Long Term Incentive and Stock Option Plan and no additional shares of Common Stock are available for issuance pursuant to such plan, (7) options to purchase 1,696,906 shares of Common Stock are outstanding under the Company’s 2007 Long-term Incentive Stock Option Plan and an additional 44,850 shares of Common Stock are available for issuance pursuant to such plan, (8) options to purchase an additional 190,000 shares of Common Stock are outstanding, which options were issued outside of any equity incentive plan of the Company, and (10) 1,941,263 shares of Common Stock have been reserved for issuance upon the exercise of outstanding warrants to purchase Common Stock (excluding the Warrants). In addition to the foregoing, the Company has granted, and there remain outstanding, 380,800 restricted stock units pursuant to Company equity incentive plans. Other than the Series B, Series C, Series D or Series F Preferred Stock, there are no other authorized or designated series of preferred stock. As of the Conversion Date, the Series G Preferred Stock will have the rights, preferences and privileges set forth in the Certificate of Designation. All outstanding shares of the Company have been duly authorized, validly issued, fully paid and are non-assessable and free of any liens or encumbrances created by the Company. Other than (i) as contemplated by this Agreement (including the Investor Rights Agreement), (ii) pursuant to the Company’s articles of incorporation, as amended, (iii) pursuant to the Amended and Restated Investor Rights Agreement, dated February 12, 2009, between the Company and certain affiliates of Trident Capital, Inc. (the “Trident Investor Rights Agreement”), or (iv) under the stock plans described in this Section 4.2(a), and except as described in this Section 4.2, there are no other options, warrants, calls, rights, commitments, preemptive rights, rights of first refusal or other rights or agreements to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. True, correct and complete copies of the Trident Investor Rights Agreement and the stock plans described in this Section 4.2(a) have been provided by the Company to the Purchasers.

          (b) All of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and is fully paid and nonassessable and is owned of record by the Company, free and clear of any lien, charge, security interest, encumbrance or claim.

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     4.3 Authorization of Securities.(a) The Notes have been duly authorized by all necessary corporate action on the part of the Company.

          (b) The issuance of the Preferred Shares upon a Conversion Event has been duly authorized by all necessary corporate action on the part of the Company, subject only to obtaining the Shareholder Approval (as defined in Section 10.4 below). Upon obtaining the Shareholder Approval, the filing of the Articles Amendment (which will include the Certificate of Designation) with the Minnesota Secretary of State in accordance with Section 10.5(b) and delivery of the Preferred Shares to the Purchasers in accordance with the terms of the Notes, the Preferred Shares will have been validly issued and will be fully paid and non-assessable. Thereafter, when the Conversion Shares are delivered in accordance with the Certificate of Designation, the Conversion Shares will have been validly issued and will be fully paid and non-assessable.

          (c) The issuance of the Warrants upon a Conversion Event has been duly authorized by all necessary corporate action on the part of the Company, subject only to obtaining the Shareholder Approval. Upon obtaining the Shareholder Approval and delivery of the Warrants to the Purchasers in accordance with the terms of the Notes, the Warrants will have been validly issued and will be fully paid and non-assessable. Thereafter, when the Warrant Shares are delivered and paid for in accordance with the Warrants, the Warrant Shares will have been validly issued and will be fully paid and non-assessable.

          (d) The issuance of the Securities will not be subject to any preemptive right or any right of refusal or similar right. The Company has, and will have as of the Company Shareholder Meeting, reserved or available to be reserved for issuance a number of shares of Common Stock that equals or exceeds the number of shares of Common Stock issuable upon conversion or exercise of preferred stock and warrants, options and other stock awards to purchase or receive capital stock of the Company outstanding as of immediately prior to the Closing. When the Shareholder Approval shall have been duly obtained, the Company will have reserved for issuance (i) a number of shares of Common Stock that equals or exceeds the number of shares of Common Stock issuable upon conversion or exercise of preferred stock and warrants, options and other stock awards to purchase or receive capital stock of the Company outstanding as of immediately prior to the Closing, plus (ii) the number of Conversion Shares (as of immediately following the issuance of the Preferred Shares pursuant to the Notes), plus (iii) the number of Warrant Shares issuable upon exercise of the Warrants (as of immediately following the issuance of the Warrants pursuant to the Notes).

     4.4 Governmental Consents. No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance and sale of the Securities by the Company, except for the filing of a Form D with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and such similar filings as may be required under state securities laws.

     4.5 Due Authorization, Execution and Delivery. This Agreement, the Investor Rights Agreement attached hereto as Exhibit 4.5 (the “Investor Rights Agreement”) and the Notes have been duly authorized, executed and delivered by the Company and, following a

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Conversion Event, the Warrants will have been duly authorized, executed and delivered by the Company. All corporate action on the part of the Company and its directors and officers necessary for the authorization, execution and delivery of this Agreement, the Investor Rights Agreement, the Notes and the Warrants, the performance of all the Company’s obligations hereunder and thereunder and for the authorization, issuance or reservation for issuance, sale and delivery of the Securities has been taken, except only that (i) the Shareholder Approval has not been obtained, and (ii) neither the Certificate of Designation nor Articles Amendment (both of which have been duly approved by the Board of Directors of the Company) has been filed with the Secretary of State of the State of Minnesota, and neither will be so filed unless and until the Shareholder Approval has been duly obtained. This Agreement, the Investor Rights Agreement and the Notes constitute, and the Warrants when issued in accordance with the Notes will constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the limitations imposed by applicable law or public policy on provisions relating to indemnity or contribution.

     4.6 No Conflicts. The execution, delivery and performance of this Agreement, the Investor Rights Agreement, and the Notes, and the issuance and sale of the Securities as contemplated hereby and thereby, will not conflict with, or result in a breach or violation of (i) any of the terms and provisions of the charter or bylaws of the Company or any Subsidiary, (ii) any statute, rule, regulation or order of any governmental agency or body, any court, domestic or foreign, or any self-regulatory organization having jurisdiction over the Company or any Subsidiary or any of their respective properties, or (iii) any of the terms and provisions of, or constitute a default (with or without notice or lapse of time) under, or give to any third party a right of termination, amendment, acceleration or cancellation (with or without notice or lapse of time) of, any agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of the properties of the Company or any Subsidiary is subject. The Company has full power and authority to authorize, issue and sell the Notes and, subject to receipt of Shareholder Approval, the other Securities, in each case as contemplated by this Agreement, the Notes and the Warrants.

     4.7 Title to Assets. The Company and each Subsidiary have good and marketable title to all real properties and all other properties and assets owned by it that are material to the operation of the business of the Company or each Subsidiary, in each case free from liens (except liens related to the Company’s indebtedness to (a) Silicon Valley Bank under that certain Loan and Security Agreement, dated as of January 31, 2008, among Silicon Valley Bank, the Company and Geologic, as amended on November 20, 2008 (the “SVB Loan Agreement”) and (b) and Partners for Growth II, LP under that certain Loan and Security Agreement, dated as of January 31, 2008, among Partners for Growth II, L.P., the Company and GeoLogic, as amended on November 20, 2008 (the “PFG Loan Agreement”), all of which liens, in the case of both clause (a) and (b), will have been released effective as of the Closing) and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and the Company and each Subsidiary hold all leased real and personal property that are material to the operation of their respective businesses under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them.

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     4.8 Permits. The Company and each Subsidiary possess all certificates, authorizations and permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and to own, lease, license and use their respective properties in the manner so owned, leased, licensed and used, except to the extent that the failure to so possess could not individually or in the aggregate reasonably be expected to have or result in a Material Adverse Effect. Neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit that, if determined adversely to the Company or the Subsidiary would individually or in the aggregate have a Material Adverse Effect.

     4.9 Legal Actions. There are no pending legal, governmental or administrative actions, suits or proceedings against or affecting the Company or any Subsidiary or any of their respective properties or any director, officer or employee (related to any such person’s services as a director, officer or employee of the Company or any Subsidiary) that, if determined adversely to the Company or the Subsidiary would individually or in the aggregate have a Material Adverse Effect, or could materially and adversely affect the ability of the Company to perform its obligations under this Agreement, the Investor Rights Agreement, the Notes or the Warrants, or which are otherwise material in the context of the sale of the Securities and, to the knowledge of the Company’s executive officers, no such actions, suits or proceedings are threatened or contemplated. Neither the Company nor any Subsidiary has initiated and neither has any plan to initiate any action, suit or proceeding.

     4.10 Labor. No material labor dispute exists or, to the knowledge of the Company’s executive officers, is imminent with respect to any of the employees of the Company or any Subsidiary.

     4.11 No Violations. Neither the Company nor any Subsidiary is (i) in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time could reasonably be expected to result in a default by the Company or the Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any agreement or instrument to which it is a party or by which it or any of its properties is bound, (ii) in violation of any order of any court, arbitrator, governmental body or self-regulatory organization, or (iii) in violation of any statute, rule or regulation of any governmental authority or self-regulatory organization, including, without limitation, any foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as would not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect.

     4.12 Insurance. The Company maintains insurance and in such coverage amounts as is customary in the business in which the Company is engaged. The Company believes that such insurance is sufficient against such losses and risks and in such amounts as are reasonably necessary for the business in which the Company is engaged.

     4.13 Company Contracts. Except as filed under the SEC Documents (defined below), neither the Company nor any Subsidiary is a party to any material contract, as such contracts are defined in Item 601(a)(10) of Regulation S-K under the Securities Act (each such

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contract, a “Company Contract”). To the knowledge of the executive officers of the Company, each Company Contract is valid, binding and in full force and effect and is enforceable by the Company or the Subsidiary in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting creditors’ rights generally and to general equitable principles. As of the date hereof, no party to any such Company Contract has notified the Company or any Subsidiary that it intends to terminate such Company Contract. The Company and each Subsidiary have performed, in all respects, all obligations required to be performed by it to date under the Company Contracts, as amended, and neither the Company nor any Subsidiary is (with or without the lapse of time or the giving of notice, or both) in breach or default in any respect thereunder and, to the knowledge of the executive officers of the Company, no other party to any of the Company Contracts, as of the date hereof, is (with or without the lapse of time or the giving of notice, or both) in breach or default in any respect thereunder, except in each case to the extent that such breach or default could not reasonably likely result in a Material Adverse Effect.

     4.14 SEC Documents. Reference is hereby made to all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Company or any affiliate of the Company with the SEC since September 30, 2008, including copies of all the exhibits referenced therein (the “SEC Documents”). All statements, reports, schedules, forms and other documents required to have been filed by the Company with the SEC since September 30, 2008 have been so timely filed and the Company is currently in compliance with its filing obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder; and (ii) none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     4.15 Related Party Transactions. Except as set forth in the SEC Documents (excluding any disclosures in the “risk factors” section or any forward-looking or predictive statements contained therein), none of the officers or directors of the Company and, to the knowledge of the executive officers of the Company, none of the employees of the Company is presently a party to any transaction with the Company (other than customary transactions involving reasonable amounts for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the executive officers of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

     4.16 Financial Statements. The financial statements included in the SEC Documents (the “Financial Statements”) present fairly the financial position of the Company as of the dates shown and its results of operations and cash flows for the periods shown, and such Financial Statements have been prepared in conformity with the generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis (except as may be indicated in the

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audit report or notes to such Financial Statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited Financial Statements may not have contained footnotes and were subject to normal and recurring year-end adjustments which were not, or are not reasonably expected to be, individually or in the aggregate, material in amount), and complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing. Except as and to the extent disclosed or reserved against in the Financial Statements and the notes thereto, neither the Company nor any Subsidiary has any liability, debt or obligation, whether accrued, absolute, contingent or otherwise, and whether due or to become due which, individually or in the aggregate, are material to the Company and the Subsidiaries, taken as a whole. Neither the Company nor any Subsidiary has incurred any liabilities, debts or obligations of any nature whatsoever which are, individually or in the aggregate, material to the Company and the Subsidiaries, taken as a whole, other than those incurred in the ordinary course of its business, other than as disclosed in the SEC Documents (excluding any disclosures in the “risk factors” section or any forward-looking or predictive statements contained therein). The Financial Statements present the Company and all Subsidiaries of the Company on a consolidated basis, to the extent required by GAAP.

     4.17 Receivables. The accounts receivable reflected on the balance sheet of the Company as of June 30, 2009 in the June 30, 2009 Financial Statements represent valid obligations of customers of the Company arising from bona fide transactions entered into in the ordinary course of business and, to the knowledge of the Company, will be collected in full no later than 90 days after the respective date on which each such receivable is due (without any counterclaim or set off).

     4.18 Intellectual Property. The Company and each Subsidiary own or possess, or can acquire on reasonable terms that could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, sufficient legal rights to all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable propriety or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Intellectual Property Rights”) necessary to conduct its business as now operated by it and as currently proposed to be operated by it. To the knowledge of the executive officers of the Company, the methods, products, services, works, technologies, systems and processes employed by the Company to conduct its business do not infringe upon or misappropriate any Intellectual Property Rights of any person or entity anywhere in the world, except for Intellectual Property Rights which the Company can acquire on reasonable terms that could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No claims or written notice (i) challenging the validity, effectiveness or ownership by the Company or the Subsidiary of any of the Intellectual Property Rights of the Company or the Subsidiary, or (ii) to the effect that the use, distribution, licensing, sublicensing, sale or any other exercise of rights in any product, service, work, technology or process as now used or offered or proposed for use, licensing, sublicensing, sale or other manner of commercial exploitation by the Company or the Subsidiary infringes or will infringe on any Intellectual Property Rights of any person or entity have been asserted or, to the knowledge of the executive officers of the Company, are threatened by any person or entity, nor are there, to the knowledge of the executive officers of the Company, any valid grounds for any bona fide claim of any such kind except as can be cured by the Company by procurement of Intellectual Property Rights which the

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Company can acquire on reasonable terms that could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. There has been no material default (nor does any set of circumstances exist that will cause such a default) with respect to any license granting Intellectual Property Rights to the Company or any Subsidiary. No employee or third party is or has been infringing or using without authorization any Intellectual Property Rights of the Company or any Subsidiary. The Company and each Subsidiary use and have used, best efforts to maintain the confidentiality of its trade secrets.

     4.19 Nasdaq Compliance. The Company is in compliance with and will, upon the Closing, be in compliance with the continued listing and maintenance requirements of The Nasdaq Capital Market (“Nasdaq”). Subject to receipt of the Shareholder Approval, the issuance of the Preferred Shares, the Warrants, the Conversion Shares and the Warrant Shares will be in compliance with the continued listing and maintenance requirements of Nasdaq. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of Nasdaq; provided, however that the Shareholder Approval must be obtained for the Preferred Shares, Warrants, Conversion Shares and Warrant Shares to be issued in compliance with the rules and regulations of Nasdaq.

     4.20 Taxes.(a) The Company and each Subsidiary have timely made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject and have timely paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith, and have set aside on their books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company’s or any Subsidiary’s tax returns is presently being audited by any taxing authority.

          (b) All “nonqualified deferred compensation plans” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) to which the Company is a party and which is subject to Section 409A complies with the requirements of paragraphs (2), (3) and (4) of Section 409A(a) by its terms and has been operated in accordance with such requirements during all periods in which Section 409A is applicable. No event has occurred that would be treated by Section 409A(b) as a transfer of property for purposes of Section 83 of the Code. The exercise price of all Company employee stock options is at least equal to the fair market value of the Company Common Stock on the date such options were granted, and the Company has not incurred, and will not incur, any liability under Section 409A of the Code upon the vesting of any such options based on the terms and conditions applicable to the options as of the date of this Agreement.

     4.21 No Integration or General Solicitation. Neither the Company nor any affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act) (an “Affiliate”) of the Company has, directly, or through any agent, (a) sold, offered for sale, solicited any offers to buy

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or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sales of the Securities in a manner that would require the registration under the Securities Act of the Securities; or (b) offered, solicited offers to buy or sold the Securities in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and the Company will not engage in any of the actions described in subsections (a) and (b) of this paragraph.

     4.22 No Registration. Subject to the accuracy of each of the Purchaser’s representations herein, it is not necessary in connection with the offer, sale and delivery of the Securities to the several Purchasers in the manner contemplated by this Agreement to register the Securities under the Securities Act or to qualify the Company’s issuance of the Securities under applicable state securities laws.

     4.23 No Material Changes. Except as disclosed in the SEC Documents (excluding any disclosures in the “risk factors” section or any forward-looking or predictive statements contained therein), since September 30, 2008, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the SEC, (iii) the Company has not altered its method of accounting or the identity of its auditors, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option and stock purchase plans. Except as disclosed in the SEC Documents (excluding any disclosures in the “risk factors” section or any forward-looking or predictive statements contained therein), since September 30, 2008, no material off-balance sheet liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the SEC which could individually or in the aggregate reasonably be expected to have a Material Adverse Effect have been incurred. No material default exists with respect to or under any obligations of the Company or any Subsidiary to repay money borrowed (including, without limitation, all notes payable and drafts accepted representing extensions of credit, all obligations under letters of credit, all obligations evidenced by bonds, debentures, notes or other similar instruments and all obligations upon which interest charges are customarily paid) and all contractual obligations (whether absolute or contingent) of such entity to repurchase goods sold and distributed or any instrument or agreement relating thereto and no event or circumstance exists with respect thereto that (with notice or the lapse of time or both) could give rise to such a default. No event that would constitute a Material Adverse Effect to the Company has occurred subsequent to the date of the filing of the Company’s most recently filed Quarterly Report on Form 10-Q.

     4.24 Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted

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accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the date of the most recent evaluation of such internal accounting controls, there has been no change in internal control over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

     4.25 Form S-3. The Company satisfies the requirements for use of Form S-3 for registration of the resale of the Securities as contemplated herein. There exist no facts or circumstances that would prohibit or delay the preparation or initial filing of the Registration Statement. The Company has filed registration statements on Form S-3 covering the registration for resale of the Common Stock issuable upon conversion of the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series F Preferred Stock, and any Common Stock issuable upon exercise of warrants issued in connection therewith (the “Prior Registration Statements”). The Prior Registration Statements are effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Prior Registration Statements or suspending or preventing the use of any related prospectus has been issued by the SEC and no proceedings for the purpose have been instituted or, to the knowledge of the Company, are threatened by the SEC.

     4.26 No Anti-Dilution Event. The issuance of the Securities does not constitute an anti-dilution event for any existing security holders of the Company, pursuant to which such security holders would be entitled to additional securities or a reduction in the applicable conversion price or exercise price of any securities due to any issuance proposed to be conducted hereunder.

     4.27 Registration Rights. The Company has not granted or agreed to grant any person or entity any rights (including “piggy—back” registration rights) to require the Company to file a registration statement under the Securities Act with respect to any securities, or to include such securities with the Securities in any registration statement, except for such as have been satisfied or waived.

     4.28 Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom will not be an “investment company” as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”). Furthermore, in the event that the SEC shall inform the Company that the SEC believes that the Company is an “investment company” as such term is defined in the 1940 Act, the Company shall manage its investments and promptly take such other actions as is reasonably necessary such that the SEC shall no longer consider the Company to be an “investment company” as such term is defined in the 1940 Act.

     4.29 Sarbanes-Oxley Act. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 under the 1934 Act), which (i) are designed to ensure that material information relating to the Company, including its

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consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared; (ii) provide for the periodic evaluation of the effectiveness of such disclosure controls and procedures as of the end of the period covered by the Company’s most recent annual or quarterly report filed with the SEC; and (iii) are effective in all material respects to perform the functions for which they were established. Based on the evaluation of its disclosure controls and procedures, the Company is not aware of (i) any significant deficiency in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or any material weaknesses in internal controls; or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The Chief Executive Officer and the Chief Financial Officer of the Company have signed, and the Company has furnished to the SEC, all certifications required by Section 906 and Section 302 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”); such certifications contain no qualifications or exceptions to the matters certified therein, except as to knowledge, and have not been modified or withdrawn; and neither the Company nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, content, form or manner of filing or submission of such certifications.

     4.30 Audit Committee. The Company’s board of directors has validly appointed an audit committee whose composition satisfies the requirements of Rule 4350(d)(2) of the Rules of the National Association of Securities Dealers, Inc. (the “NASD Rules”) and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of Rule 4350(d)(1) of the NASD Rules. The audit committee has reviewed the adequacy of its charter within the past twelve months. Neither the Company’s board of directors nor the audit committee has been informed, nor is any director of the Company aware, of (1) any significant deficiencies in the design or operation of the Company’s internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or any material weakness in the Company’s internal controls; or (2) any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls.

     4.31 Foreign Corrupt Practices Act. Neither the Company nor any of its Subsidiaries has violated the Foreign Corrupt Practices Act. Without limiting the foregoing, neither the Company nor any of its Subsidiaries has, to obtain or retain business, directly or indirectly offered, paid or promised to pay, or authorized the payment of, any money or other thing of value to: (a) any person or entitiy who is an official, officer, agent, employee or representative of any governmental body or of any existing or prospective customer (whether government owned or non-government owned); (b) any political party or official thereof; (c) any candidate for political or political party office; or (d) any other person or entity while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any such official, officer, agent, employee, representative, political party, political party official, candidate or person or entity affiliated with such customer, political party or official or political office.

     4.32 Loans to Officers and Directors. Since July 30, 2002, the Company has not, directly or indirectly, including through any subsidiary, extended or maintained credit, or

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arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any of its directors or executive officers in violation of Section 402 of the Sarbanes-Oxley Act of 2002.

     4.33 Employee Benefits. Except as set forth in the Schedule of Exceptions, (a) the transactions contemplated by this Agreement and the Notes, (b) the Company’s acquisition of Turnpike Global Technologies, Inc. and Turnpike Global Technologies L.L.C. and any transactions contemplated in connection therewith, and (c) a Change in Control (as such term is defined in Section 4(D) of the Certificate of Designation), will not (either alone, taken together, or upon the occurrence of any additional or subsequent events) constitute an event that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries or any Affiliate of the Company.

     4.34 Nasdaq Listing. The Common Stock has been approved for listing subject to notice of issuance on Nasdaq. The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or the quotation of the Common Stock on Nasdaq, nor has the Company received any notification that the SEC or Nasdaq is contemplating terminating such registration, listing or quotation. Prior to the issuance of the Preferred Shares and Warrants, the Company shall file with Nasdaq a notice of listing of additional shares or other document required by Nasdaq, if any, for the listing of the Conversion Shares and the Warrant Shares with Nasdaq and shall provide evidence of such filing to the Purchasers upon request. The Company shall use its best efforts to obtain the listing, subject to official notice of issuance, of the Conversion Shares and Warrant Shares on Nasdaq prior to their issuance. So long as the Purchasers beneficially own any Preferred Stock or Common Stock, the Company shall maintain the listing of the Common Stock on Nasdaq or a registered national securities exchange.

     4.35 Broker’s Fee. There are no brokers or finders (and similar agents) entitled to compensation in connection with the sale of the Securities.

     4.36 Application of Takeover Protections; Rights Agreement. The Company’s Board of Directors and a committee of the Company’s Board of Directors composed solely of “disinterested directors” (as defined in Section 673 Subd. 1(d)(3) of the Minnesota Business Corporation Act (the “MBCA”)) has taken all actions necessary under the MBCA, including approving the transactions contemplated by this Agreement, to ensure that Section 302A.673 of the MBCA does not, and will not, apply to the Purchasers as a result of the transactions contemplated by this Agreement, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities. The restrictions contained in Section 302A.671 of the MBCA applicable to “control share acquisitions” will not apply to the authorization, execution, delivery and performance of this Agreement by the Company or to the acquisition by the Purchasers (as contemplated by this Agreement) of the Notes, Preferred Shares, Conversion Shares, Warrants, or Warrant Shares. No other “fair price,” “moratorium,” or other similar anti-takeover statute or regulation is applicable to the Company or the Purchasers by reason of the participation by the Company or the Purchasers in the transactions contemplated by this Agreement, including without limitation as a result of the

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Company’s issuance of the Securities and the Purchasers’ ownership of the Securities. The Company has not adopted a shareholder rights plan or similar arrangement relating to accumulation of beneficial ownership of Common Stock or a change in control of the Company.

     4.37 Complete Disclosure. All information provided to the Purchasers in connection with the transactions contemplated hereby, or contained in this Agreement and the SEC Documents with respect to the business, operations, assets, results of operations and financial condition of the Company, and the transactions contemplated by this Agreement, are true and complete in all material respects and do not omit to state any material fact or facts necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SECTION 5. Representations, Warranties and Covenants of the Purchasers.

     Each Purchaser, severally and not jointly, represents and warrants to and covenants with the Company that:

          (a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser’s purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company, and has requested, received, reviewed and considered, either alone or with such Purchaser’s purchaser representative, all information Purchaser deems relevant in making an informed decision to purchase the Securities.

          (b) Purchaser is acquiring the Securities being acquired by Purchaser pursuant to this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities, except in compliance with Section 5(c).

          (c) Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunder.

          (d) Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

          (e) Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. This Agreement constitutes a valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable

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remedies, and (iii) the limitations imposed by applicable law or public policy on provisions relating to indemnity or contribution.

SECTION 6. Survival of Representations, Warranties and Agreements.

          Notwithstanding any investigation made by any party to this Agreement, (i) except as set forth below, all representations and warranties made by the Company and each Purchaser in Section 4 and Section 5 hereof, respectively, shall survive the execution of this Agreement, the delivery to the Purchasers of the Notes being purchased and the payment therefore and the Closing of the other transactions contemplated hereby for a period of two years following the Closing Date and (ii) all covenants and agreements made by the Company and each Purchaser herein, and the representations and warranties made by the Company in Section 4.2, 4.3, 4.5 and 4.6 hereof, shall survive the execution and delivery of this Agreement, the delivery to the Purchasers of the Notes being purchased and the payment therefore and the Closing of the other transactions contemplated hereby, and shall continue in full force and effect indefinitely.

SECTION 7. Closing deliverables.

          The occurrence of the Closing shall be subject to the delivery of each of the following documents and agreements, and the taking of each of the following actions, by the Company and the Purchasers, as applicable, at or prior to the Closing:

     7.1 Receipt of Payment. The Purchasers shall deliver, and the Company shall have received, payment, by wire transfer of immediately available funds, in the full amount of the purchase price for the Notes being purchased by such Purchaser as set forth in the Schedule of Purchasers.

     7.2 Representations and Warranties of Purchasers Correct. The representations and warranties made by each Purchaser in Section 5 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date.

     7.3 Covenants of Purchasers Performed. All covenants, agreements and conditions contained herein to be performed by each Purchaser on or prior to the Closing shall have been performed or complied with in all material respects.

     7.4 Representations and Warranties of the Company Correct. The representations and warranties made by the Company in Section 4 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date.

     7.5 Covenants of the Company Performed. All covenants, agreements and conditions contained herein to be performed by the Company on or prior to the Closing shall have been performed or complied with in all material respects.

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     7.6 Receipt of Notes. The Company shall issue and deliver, and each Purchaser shall have received, a Note, in the full amount of the purchase price for the Note being purchased by such Purchaser as set forth in the Schedule of Purchasers.

     7.7 Investor Rights Agreement. The Investor Rights Agreement in the form attached hereto as Exhibit 4.5 shall have been executed and delivered by the parties thereto.

     7.8 Legal Opinion. Each Purchaser shall have received a customary opinion, dated the Closing Date, from Faegre & Benson, LLP, counsel for the Company, in the form attached hereto as Exhibit 7.8.

     7.9 SVB and PFG Pay-Off Letters. Each Purchaser shall have received a copy of a letter in form and substance reasonably satisfactory to the Purchasers:

     (a) from Partners for Growth II, L.P. addressed to the Company stating that, upon receipt of payment for all outstanding amounts under the PFG Loan Agreement (which amount shall be included in such letter), (i) the PFG Loan Agreement shall terminate in accordance with the terms thereof, and (ii) the Company is entitled to file UCC-3 termination statements evidencing the release in full of any and all security interests granted to Partners for Growth II, L.P. in connection with the PFG Loan Agreement; and

     (b) from Silicon Valley Bank addressed to the Company stating that, upon receipt of payment for all outstanding amounts under the SVB Loan Agreement (which amount shall be included in such letter), (i) the SVB Loan Agreement shall terminate in accordance with the terms thereof, and (ii) the Company is entitled to file UCC-3 termination statements evidencing the release in full of any and all security interests granted to Silicon Valley Bank in connection with the SVB Loan Agreement.

     7.10 Turnpike Purchase Agreements. The Turnpike Equity Purchase Agreements in the forms attached hereto as Exhibit 7.10 shall have been executed and delivered by the parties thereto, and a copy thereof shall have been delivered to the Purchasers. The Closings (as defined in the Turnpike Equity Purchase Agreements) shall have been consummated simultaneously with the Closing hereunder.

     7.11 Third-Party Consents. Each Purchaser shall have received copies of duly executed consents, in form and substance reasonably satisfactory to the Purchasers, concerning the transactions contemplated by this Agreement from the parties set forth on Exhibit 7.11 hereto.

     7.12 Support Agreements. The Support Agreement in substantially the form attached hereto as Exhibit 7.12-A shall have been executed and delivered by each of the parties listed on Exhibit 7.12-B (together, the “Support Agreements”), and copies thereof shall have been delivered to the Purchasers.

     7.13 Indemnification Agreement. The Indemnification Agreement in the form attached hereto as Exhibit 7.13 shall have been executed and delivered by the parties thereto.

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     7.14 Voting Agreement. The Voting Agreements in the forms attached hereto as Exhibit 7.14-A and Exhibit 7.14-B shall have been executed and delivered by the parties thereto.

     7.15 [Intentionally Omitted].

     7.16 Secretary’s Certificate. Each Purchaser shall have received a certificate, dated the Closing Date, of the Secretary of the Company in customary form having attached thereto and cerifying as true, correct and complete each of the following (i) the bylaws of the Company, (ii) the articles of incorporation of the Company, (iii) the resolutions of the Board of Directors of the Company and any committee of the Board of Directors approving the transactions contemplated by this Agreement and the Notes and (iv) good standing certificates with respect to the Company from the applicable authority in Minnesota, dated as of (or reasonably close to) the Closing Date.

     7.17 Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall have been reasonably satisfactory in form and substance to each Purchaser.

SECTION 8. Intentionally Omitted.

SECTION 9. Registration of the Conversion Shares and the Warrant Shares; Compliance with the Securities Act.

     9.1 Registration Procedures. The Company is obligated to do the following:

          (a) (i) As soon as is reasonably practicable following the written request (a “Registration Request”) of the holders of a majority of the Registrable Securities (as defined below) subject to this Agreement, calculated on an as-converted, as-exercised basis (the “Majority Holders”) to register all or a portion of such Registrable Securities with the SEC, but in no event later than ninety (90) calendar days after the receipt of such Registration Request (the “Filing Deadline”), the Company shall prepare and file with the SEC a registration statement on Form S-3 (the “Initial Shelf Registration Statement”) (unless the Company is not then eligible to register any securities for resale on Form S-3, in which case on another appropriate form which provide for resale by the Purchasers in accordance with any reasonable method of distribution elected by the Purchasers) to register with the SEC the resale solely by the Purchasers (except to the extent any registration rights granted prior to the date of this Agreement would otherwise require the inclusion of shares of Common Stock owned by another shareholder therein) on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, including by way of underwritten offering, block sale or other distribution plan designated by the Majority Holders, from time to time, through Nasdaq or the facilities of any national securities exchange on which the Company’s Common Stock is then traded, or in privately negotiated transactions, of (x) the Conversion Shares, (y) the Warrant Shares, including any shares of Common Stock issued or issuable upon the exercise of any additional Warrants issued to the Purchasers pursuant to the terms of this Section 9, and (z) any Common Stock to be issued as (or issuable upon the conversion or exercise of any Preferred Stock, warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the

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Conversion Shares or the Warrant Shares (collectively, the “Registrable Securities”) specified in such Registration Request.

          (ii) Notwithstanding the foregoing, in the event that (A) the Company is not permitted by the SEC to include all of the Registrable Securities specified in such Registration Request in the Initial Shelf Registration Statement under then applicable rules and regulations (including without limitation Rule 415 promulgated under the Securities Act or any successor rule thereto), (B) the inclusion of such Registrable Securities in such Initial Shelf Registration Statement would result in a Purchaser being deemed to be an underwriter in any resale of the Registrable Securities pursuant to the Initial Shelf Registration Statement under then applicable rules and regulations (including without limitation Rule 415 promulgated under the Securities Act or any successor rule thereto) or (C) the Purchasers and the Company otherwise agree, then:

          (x) the Company shall be required to include, and shall include, only such number of Registrable Securities in the Initial Shelf Registration Statement as shall be so permitted, as shall result in all such Purchasers not being deemed to be underwriters with respect thereto or as shall otherwise be so agreed (the “Included Registrable Securities,” and with any Registrable Securities that are not included in such Initial Shelf Registration Statement, the “Excluded Registrable Securities”) and in such event the number of Included Registrable Securities included in the Initial Shelf Registration Statement shall be allocated pro rata among the Purchasers based on the number of Registrable Securities (calculated on an as-converted, as-exercised basis) held by each Purchaser at the date of the initial filing of the Initial Shelf Registration Statement, unless otherwise agreed by the Purchasers; and

          (y) following the filing of the Initial Shelf Registration Statement, upon receipt of any subsequent Registration Request from the Majority Holders, the Company shall prepare and file with the SEC an additional registration statement or registration statements on Form S-3 (unless the Company or the Excluded Registrable Securities are not then eligible to register for resale on Form S-3, in which case on another appropriate form) (a “Subsequent Shelf Registration Statement”) to register with the SEC the resale solely by the Purchasers (except to the extent any registration rights granted prior to the date of this Agreement would otherwise require the inclusion of shares of Common Stock owned by another shareholder therein) of any Excluded Registrable Securities specified in such Registration Request on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, including by way of underwritten offering, block sale or other distribution plan designated by Purchasers holding a majority of the Excluded Registrable Securities, from time to time, through Nasdaq or the facilities of any national securities exchange on which the Company’s Common Stock is then traded, or in privately negotiated transactions, with such filing to occur in no event later than thirty (30) calendar days after the first to occur of (1) the receipt of such Registration Request by the Company, unless the Company is not then permitted by the SEC to include such Excluded Registrable Securities in such Subsequent Shelf Registration Statement or any Purchaser would be deemed to be an underwriter in any resale of such Excluded Registrable Securities pursuant to such Subsequent Shelf Registration Statement, in each case under then applicable rules and regulations (including without limitation Rule 415 promulgated under the Securities Act or any successor rule thereto),

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or (2) the later of (x) 60 days after all Included Registrable Securities included on the Intial Shelf Registration Statement have been sold by the Purchasers, or (y) six months after the effective date of the Initial Shelf Registration Statement.

          (iii) In addition, at any time following the date that is two (2) years after the Conversion Date, the Company, on no more than two (2) occasions, shall, as soon as is reasonably practicable following receipt of a Registration Request from the Majority Holders but in no event following the Filing Deadline with respect to such Registration Request, prepare and file a registration statement on Form S-1 (or a similar form) to register with the SEC the resale solely by the Purchasers (except to the extent any registration rights granted prior to the date of this Agreement would otherwise require the inclusion of shares of Common Stock owned by another shareholder therein) of Registrable Securities (the “Underwritten Registrable Securities”) by way of an Underwritten Public Offering (as defined below) (in any such case, a “Long-Form Registration Statement”). To the extent any such Long-Form Registration Statement is declared effective by the SEC, any Registration Request under this Section 9.1(a)(iii) shall also count as a request for an Underwritten Public Offering under Section 9.1(j) hereof, and in no event shall the Purchasers be entitled to submit a Registration Request with respect to a Long-Form Registration Statement pursuant to this Section 9.1(a)(iii) in the event that the Purchasers have already made two (2) requests for Underwritten Public Offerings which have been completed (whether such Underwritten Public Offerings are made pursuant to a Long_Form Registration Statement under this Section 9.1(a)(iii) or pursuant to a Shelf Registration Statement).

          (iv) For the purposes of this Agreement, “Registration Statement” shall mean (1) the Initial Shelf Registration Statement, (2) any Subsequent Shelf Registration Statement and (3) any Long-Form Registration Statement, and “Shelf Registration Statement” shall mean (1) the Initial Shelf Registration Statement and (2) any Subsequent Shelf Registration Statement. The Company shall use its best efforts to cause the Initial Shelf Registration Statement and any Long-Form Registration Statement to be declared effective as soon as possible after the date of filing, but in any event prior to one hundred fifty (150) days after the receipt of a Registration Request (the “Effectiveness Deadline”) and the Company shall use its best efforts to cause any Subsequent Registration Statement to be declared effective as soon as possible after the date of filing, but in any event prior to ninety (90) days following the filing date of such Subsequent Registration Statement (the “Subsequent Effectiveness Deadline”).

          (v) Notwithstanding anything herein to the contrary, the Company shall not be obligated to effect any registration pursuant to Section 9.1(a)(iii) or Section 9.1(j) during the period that is sixty (60) days before the Company’s good faith estimate (as determined by a majority of the Board of Directors of the Company) of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration for an underwritten public offering of its equity securities, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective and provided, further, that (1) the Company shall only be entitled to rely on this Section 9.1(a)(v) on one (1) occasion and on any and all subsequent occasions must honor the Purchasers’ Registration Request in accordance with this Section 9, (2) all Registrable Securities that the Purchasers’ have requested be included in such registration and underwritten offering pursuant to Section 9.13(a) are so included without any cutback pursuant to Section 9.13(b) and

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(3) the Company promptly notify the Purchasers’ in the event it determines not to proceed with such registration.

          (b) If (i) an Initial Shelf Registration Statement covering all of the Registrable Securities, or, if applicable, the Included Registrable Securities, has not been declared effective by the SEC on or prior to the Effectiveness Deadline, or (ii) a Subsequent Shelf Registration Statement, if applicable, covering any Excluded Registrable Securities has not been declared effective by the SEC on or prior to the Subsequent Effectiveness Deadline, then the Company shall issue additional Warrants, with an exercise price of $0.01 per share, to each Purchaser to purchase shares of Common Stock representing three percent (3%) of the Purchaser’s pro rata portion of the number of (x) Registrable Securities or Included Registrable Securities, as applicable, with respect to clause (i) above or (y) Excluded Registrable Securities covered by a Subsequent Shelf Registration Statement with respect to clause (ii) above, as applicable, for each aggregated thirty day period (or portion thereof) after the applicable Effectiveness Deadline or Subsequent Effectiveness Deadline for which such Registration Statement has not been declared effective.

          (c) Not less than five (5) trading days prior to the filing of a Registration Statement or any prospectus contained in a Registration Statement (a “Prospectus”) or any amendment or supplement thereto, the Company shall, (i) furnish to the Purchasers for their review, and a reasonable opportunity to comment, copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference), and (ii) notify each Purchaser in writing of the information the Company requires from each such Purchaser to be included in such Registration Statement. The Company will cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as the Purchasers, or any underwriter, attorney or accountant participating in any resale or underwritten offering of Registrable Securities, shall deem reasonably necessary as soon as practicable after having received such inquiries.

          (d) The Company shall (i) prepare and file with the SEC (x) such amendments and supplements to each Registration Statement and the Prospectus used in connection therewith, and (y) such other filings required by the SEC or as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement, and (ii) take such other actions, in each case as may be necessary to keep the Registration Statement continuously effective and so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, until the earlier of (A) the ninth (9^th) anniversary of the date of execution of this Agreement, and (B) such time as legal counsel to the Company delivers a legal opinion to the Purchasers, the Company and the Company’s transfer agent stating that all Registrable Securities then held by the Purchasers can be sold without volume or other restrictions during any and all three-month periods without compliance with the registration requirements of the Securities Act pursuant to Rule 144(b)(1) under the Securities Act (the “Effectiveness Period”). The Company shall not, during the Effectiveness Period, voluntarily take any action that would result in the Purchasers not being able to offer and sell

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Registrable Securities during that period, unless such action is taken by the Company in good faith in compliance with Section 9.2(f) below. During the Effectiveness Period, the Company shall supplement and amend any Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Registration Statement if required by the Securities Act or, with respect to information included in such Registration Statement concerning the Purchasers or their plan of distribution, as reasonably requested by the Purchasers covered by such Registration Statement.

          (e) (i) Furnish to the Purchasers with respect to the Registrable Securities registered under the Registration Statement such number of copies of the Registration Statement (including pre-effective and post-effective amendments), Prospectuses (including supplemental prospectuses) and preliminary versions of the Prospectus filed with the SEC (“Preliminary Prospectuses”) in conformity with the requirements of the Securities Act and such other documents as the Purchasers may reasonably request, to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Purchasers; and (ii) upon request, inform each Purchaser who so requests that the Company has complied with its obligations in Section 9.1(e)(i) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify the Purchaser to that effect, will use its reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as reasonably possible and will promptly notify the Purchaser pursuant to Section 9.1(e)(i) hereof when the amendment has become effective).

          (f) Notify the Purchasers as promptly as reasonably possible and (if requested by any such Person) confirm such notice in writing no later than one trading day following the day (i) (A) when the SEC notifies the Company whether there will be a review of a Registration Statement and whenever the SEC comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to each of the Purchasers); and (B) with respect to a Registration Statement or any posteffective amendment, when the same has become effective; (ii) of any request by the SEC for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement, such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

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          (g) File documents required of the Company for normal blue sky clearance in states or jurisdictions reasonably specified in writing by the Purchasers; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented.

          (h) Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption therefrom) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

          (i) Cooperate with the Purchasers to facilitate the timely preparation and delivery of certificates representing Registrable Securities, or the conversion of any certificated securities to uncertificated book entry shares, to be delivered to any transferee pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Purchasers may reasonably request.

          (j) In the event the Majority Holders shall deliver written notice to the Company at any time following the date that is two (2) years after the Conversion Date specifying that the sale of not less than 1,000,000 shares of Registrable Securities is intended to be conducted through an underwritten offering (an “Underwritten Public Offering”), whether pursuant to a Shelf Registration Statement or a Long-Form Registration Statement, then the Company agrees (x) to take all actions reasonably required and to cooperate with underwriters and Purchasers in order to effect such Underwritten Public Offering and (y) to, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering and participate and cooperate with the underwriters in connection with any road show or marketing activities customary for an underwritten public offering; provided, that the Purchasers shall only be entitled to require the Company to conduct and participate in an aggregate of two (2) Underwritten Public Offerings which are actually consummated pursuant to the terms of this Section 9.1(j) (whether pursuant to an Underwritten Public Offering that is conducted pursuant to a Long-Form Registration Statements or a Shelf Registration Statement). The Purchasers holding a majority of Registrable Securities to be included in such Underwritten Public Offering shall have the right to select the managing underwriter or underwriters to administer the offering; provided, that such managing underwriter or underwriters shall be reasonably acceptable to the Company. Each Purchaser participating in such underwriting shall also enter into and perform its obligations under such an underwriting agreement in usual and customary form.

          (k) In the event of any Underwritten Public Offering, the Company shall use its best efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters. If the managing underwriter or underwriters of a proposed Underwritten Public Offering advises the Board of Directors of the Company that in its or their

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opinion the number of Registrable Securities requested to be included in such Underwritten Public Offering exceeds the number which can be sold in such Underwritten Public Offering in light of market conditions, the Registrable Securities shall be included on a pro rata basis upon the number of securities that each Purchaser shall have requested to be included in such offering, or as otherwise agreed by the Purchasers. If any Purchaser disapproves of the terms of any such underwriting, such Purchaser may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwriters.

          (l) Cause all such Registrable Securities registered pursuant hereto to be listed on Nasdaq, if the Common Stock is then listed on Nasdaq, and each other securities exchange on which similar securities issued by the Company are then listed.

          (m) The Company understands that each of the Purchasers disclaims being an underwriter and has no present intention of distributing any of the Registrable Securities or any arrangement or understanding with any other persons regarding the distribution of such Registrable Securities, but any Purchasers being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder.

     9.2 Transfer of Shares After Registration; Suspension; Damages.(a) Each Purchaser, severally and not jointly, agrees (i) that it will not sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to the Registrable Securities or otherwise take an action that would constitute a sale within the meaning of the Securities Act, other than transactions exempt from the registration requirements of the Securities Act, except as contemplated in a Registration Statement referred to in Section 9.1 or 9.13 and as described below, (ii) that it shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Purchaser that such Purchaser shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be required to effect the registration of such Registrable Securities and as reasonably requested by the Company in writing, (iii) that it shall execute such documents in connection with such registration, that are customary for resale registration statements, if any, as the Company may reasonably request, (iv) to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Purchaser has notified the Company in writing of such Purchaser’s election to exclude all of such Purchaser’s Registrable Securities from such Registration Statement and (v) that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser or its plan of distribution.

          (b) Subject to paragraph (c) below, in the event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation

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of any proceeding for such purpose; or (iv) of any event or circumstance which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; then the Company shall promptly deliver a certificate in writing to each Purchaser (a “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Purchaser will refrain from selling any Registrable Securities pursuant to the Registration Statement (a “Suspension”) until the Purchaser’s receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus.

          (c) In the event of any Suspension, the Company shall cause the use of the Prospectus so suspended to be resumed as soon as practicable but in any event within thirty (30) days after delivery of the Suspension Notice to Purchasers; provided, however, that Purchasers shall not be prohibited from selling Registrable Securities under the Registration Statement as a result of Suspensions on more than three occasions of not more than thirty (30) days each and not more than ninety (90) days in the aggregate in any twelve month period. Notwithstanding the foregoing, if the Company ceases to be eligible to register the Registrable Securities or Included Registrable Securities, as applicable, on Form S-3 and resolution of any Suspension requires the Company to file a post-effective amendment on Form S-1, (i) the Company will use its best efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable but in any event within ninety (90) days after delivery of a Suspension Notice to Purchasers, and (ii) the Purchasers shall not be prohibited from selling Registrable Securities under the amended Registration Statement on Form S-1 as a result of Suspensions on or after the date that the Company ceases to be eligible to register the Registrable Securities on Form S-3 on more than three occasions of not more than thirty (30) days each and not more than ninety (90) days in the aggregate in any twelve month period. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to the Purchaser, the Purchaser shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 9.2(c).

          (d) Provided that a Suspension in accordance with paragraphs (b) and (c) of this Section 9.2 is not then in effect, a Purchaser may sell Registrable Securities under the Registration Statement, provided that it arranges for delivery of a current Prospectus applicable to such registered Securities to the transferee of such Registrable Securities if required by applicable law. Upon receipt of a request therefor, the Company will provide an adequate number of current Prospectuses to the Purchaser and to any other parties requiring such Prospectuses.

          (e) If a Registration Statement ceases to be effective as to, or ceases to be available to the Purchasers with respect to, any Registrable Securities pursuant to subsections (b)

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or (c) of Section 9.2 for any reason prior to the expiration of the Effectiveness Period (any such event, a “Registration Default”), then the Company shall issue additional Warrants, with an exercise price of $0.01 per share, to each Purchaser to purchase shares of Common Stock representing two and one-half percent (2 ¹/2%) of the Purchaser’s pro rata portion of the number of Registrable Securities included in such Registration Statement pursuant to Section 9.1(a) for each aggregated thirty day period (or portion thereof) for which a Registration Default had continued; provided however, that the aggregate number of Warrant Shares issuable upon exercise of Warrants issued to a Purchaser under this subsection (e) shall not in the aggregate exceed ten percent (10%) of the Purchaser’s pro rata portion of the number of Registrable Securities included in such Registration Statement pursuant to Section 9.1(a).

          (f) In the event of any issuance of additional Warrants pursuant to Section 9.1(b) or Section 9.2(e), the Company shall use its reasonable best efforts to take such actions and obtain such approvals (including any shareholder, stock exchange or regulatory approvals) as may be necessary to permit the issuance of such Warrants to such Purchaser in compliance with applicable laws, rules and regulations. In the event that the Company is unable to issue any such Warrants within sixty (60) days following the date on which they would otherwise be issuable hereunder without violating applicable laws, rules or regulations, then the Company shall, in lieu of issuing such Warrants, pay by wire transfer to an account designated by such Purchaser or Purchasers an amount in cash equal to the aggregate Fair Market Value of the shares of Common Stock underlying such Warrant (determined as of the date on which such Warrants would have otherwise been issuable hereunder as if such shares were Warrant Shares subject to the form of Warrant attached hereto as Exhibit l-C), less the aggregate exercise price that would otherwise be applicable to such Warrant pursuant to the terms hereof.

     9.3 Expenses of Registration. Except as specifically provided herein, all expenses incurred by the Company in complying with Section 9 hereof, including, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, reasonable fees and expenses of one counsel to the Purchasers (which shall be in addition to any fees pursuant to Section 14.8 but which shall not exceed $50,000), blue sky fees and expenses, fees and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company) (collectively, the “Registration Expenses”) shall be borne by the Company. All underwriting discounts and selling commissions applicable to a sale incurred in connection with any registrations hereunder shall be borne by the holders of the securities so registered pro rata on the basis of the number of shares so sold.

     9.4 Delay of Registration; Furnishing Information. The Purchasers shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to effect the registration of their Registrable Securities and as shall be reasonably requested by the Company in writing. Furthermore, each Purchaser, severally and not jointly, agrees to promptly notify the Company of any changes in the information set forth in a registration statement regarding such Purchaser or its plan of distribution set forth in such registration statement.

     9.5 Indemnification. In the event any Registrable Securities are included in a registration statement under this Section 9.

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          (a) The Company will indemnify and hold harmless each Purchaser, the current and former partners, officers, members and directors of each Purchaser, any underwriter (as defined in the Securities Act) for such Purchaser and each person, if any, who controls such Purchaser or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such Registration Statement; and the Company will pay as incurred to each such Purchaser, partner, officer, member, director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 9.5 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, unless such settlement (x) includes an unconditional release of the Company from all liability on any claims that are the subject matter of such action, and (y) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Company; provided, further, that the Company shall not be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which (i) occurs in reliance upon and in conformity with written information furnished expressly for inclusion in such Registration Statement, prospectus, amendment or supplement by such Purchaser, partner, officer, member, director, underwriter or controlling person of such Purchaser or (ii) based upon a claim that a Preliminary Prospectus contained an untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such person was not sent or given a copy of the Prospectus (or the Prospectus as amended or supplemented) at or prior to the written confirmation of the sale of such Registrable Securities to such person and the untrue statement contained in or omission from such Preliminary Prospectus was corrected in the final Prospectus (or the Prospectus as amended or supplemented) unless such failure is the result of noncompliance by the Company of Section 9.1(c) or (e) hereof; provided, further, that this indemnification agreement will be in addition to any liability which the Company may otherwise have to the Purchasers or any such partner, officer, member, director, underwriter or controlling person.

          (b) Each Purchaser will, if Registrable Securities held by such Purchaser are included in the securities as to which such Registration Statement, prospectus, amendment or supplement is being filed, severally and not jointly, indemnify and hold harmless the Company, each of its directors, its officers and each person, if any, who controls the Company within the meaning of the Securities Act or Exchange Act, any underwriter and any other Purchaser selling securities under such registration statement or any of such other Purchaser’s partners, directors,

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members or officers or any person who controls such Purchaser, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Purchaser, or partner, director, member, officer or controlling person of such other Purchaser may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs (i) in reliance upon and in conformity with written information furnished by such Purchaser specifically for use in connection with such Registration Statement, prospectus, amendment or supplement or (ii) as a result of such Purchaser’s failure to deliver a Prospectus or Prospectus supplement as contemplated by the Securities Act prior to the pertinent sale of shares by such Purchaser; and each such Purchaser will pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other person registering shares under such Registration Statement, or partner, officer, member, director or controlling person of such other person registering shares under such Registration Statement in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violation; provided, however, that the indemnity agreement contained in this Section 9.5 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the applicable Purchaser, which consent shall not be unreasonably withheld, unless such settlement (x) includes an unconditional release of such Purchaser from all liability on any claims that are the subject matter of such action, and (y) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Purchaser; provided, further, that in no event shall any indemnity or contribution under this Section 9.5 exceed in the aggregate the dollar amount by which the net proceeds actually received by such Purchaser from the sale of such Purchaser’s Registrable Securities pursuant to the Registration Statement exceeds the amount of any other losses, expenses, settlements, damages, claims and liabilities that such Purchaser has been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission or violation.

          (c) Promptly after receipt by an indemnified party under this Section 9.5 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 9.5, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel reasonably satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the indemnified party under this Section 9.5, unless and to the extent that such failure is materially prejudicial to the indemnifying party’s ability to defend such action, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 9.5. The

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indemnification set forth in this Section 9.5 shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have.

          (d) If the indemnification provided for in this Section 9.5 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no event shall any indemnification or contribution by a Purchaser under this Section 9.5 exceed in the aggregate the dollar amount by which the net proceeds actually received by such Purchaser from the sale of such Purchaser’s Registrable Securities pursuant to the Registration Statement exceeds the amount of any other losses, expenses, settlements, damages, claims and liabilities that such Purchaser has been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission or violation. The Company and the Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 9.5(d) were based solely upon the number of entities from whom contribution was requested or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 9.5(d). No person guilty of fraudulent misrepresentation (within the meaning of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

          (e) The obligations of the Company and the Purchasers under this Section 9.5 shall survive completion of any offering of Registrable Securities in a Registration Statement and the termination of this Agreement.

     9.6 Agreement to Furnish Information.In connection with an underwritten registration in which such Purchaser is participating, each Purchaser agrees to execute and deliver such other customary agreements as may be reasonably requested by the Company or the underwriter, if any. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Purchaser shall provide such information related to such Purchaser as may be reasonably required and requested by the Company or such representative in writing in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act.

     9.7 Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 9 may be assigned (but only with the related obligations) by a Purchaser, provided (i) each transfer to each transferee or designee involves either (X) all Registrable Securities held by such Purchaser, (Y) not less than twenty-five

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thousand (25,000) shares of Preferred Stock or Registrable Securities, or (Z) an Affiliate or a current or former general or limited partner or member of such Purchaser or any Affiliate (or a spouse, ancestor, lineal descendant or sibling of any of the foregoing who acquires such Registrable Securities by gift, will or intestate succession), (ii) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee, (iii) such transferee or assignee agrees in writing to assume the obligations of this Section 9 and (iv) such assignment shall be effective only if immediately following such transfer the further disposition of such shares by the transferee or assignee is restricted under the Securities Act (for purposes of this statement, if the transferee, together with all Affiliated persons is able to sell all of the Restricted Securities held by such transferee pursuant to Rule 144(b)(1) without volume or other restrictions during any and all three-month periods then further disposition will not be deemed to be restricted under the Securities Act). All shares or Registrable Securities transferred by Affiliated persons shall be aggregated together for purposes of determining the availability of any rights in this Section 9. If a person becomes an assignee of any Registrable Securities, including in connection with a distribution of Registrable Securities by a holder of Registrable Securities to its partners or members, after a Registration Statement becomes effective under the Securities Act, the Company shall, as promptly as is reasonably practicable following delivery of written notice to the Company of such assignment requesting that such assignee be included as a selling securityholder in the prospectus related to such Registration Statement, and in any event within thirty (30) days after such date, file a supplement to the related prospectus or a post-effective amendment to the Registration Statement and any other required documents with the SEC so that such assignee is named as a selling securityholder in the Registration Statement and the related prospectus in such a manner as to permit such assignee to deliver a prospectus to purchasers of the Registrable Securities in accordance with applicable law.

     9.8 Rule 144 Reporting. With a view to making available to the Purchasers the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its best efforts to:

          (a) Make and keep public information available, as those terms are understood and defined in SEC Rule 144 or any similar or analogous rule promulgated under the Securities Act;

          (b) File with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act; and

          (c) So long as a Purchaser owns any Registrable Securities, furnish to such Purchaser forthwith upon request: a written statement by the Company as to its compliance with the reporting requirements of Rule 144 of the Securities Act, and of the Exchange Act (at any time after it has become subject to such reporting requirements); a copy of the most recent annual or quarterly report of the Company; and such other reports and documents as a Purchaser may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration.

     9.9 S-3 Eligibility. The Company will use its best efforts to meet the requirements for the use of Form S-3 for registration of the resale by the Purchasers of the Registrable

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Securities. The Company will use its best efforts to file all reports required to be filed by the Company with the SEC in a timely manner and take all other necessary action so as to maintain such eligibility for the use of Form S-3. Notwithstanding the foregoing, the Purchasers acknowledge that the Company does not meet the requirements for the use of Form S-3 for any registration of an offering of securities that would be deemed a primary offering by the Company, and nothing contained herein shall obligate the Company to meet such requirements.

     9.10 Termination of Registration Rights. Subject to the rights of transferees under Section 9.7 hereof, the Company’s obligations pursuant to this Section 9 shall terminate with respect to each Purchaser severally upon the earlier of (A) the date that such Purchaser has completed the sale or distribution of all of such Purchaser’s Registrable Securities, (B) the ninth (9^th) anniversary of the date of execution of this Agreement, and (C) such time as (i) all Registrable Securities then held by the Purchasers can be sold without volume or other restrictions during any and all three-month periods without compliance with the registration requirements of the Securities Act pursuant to Rule 144(b)(1) under the Securities Act (but only for so long as the shares may be so sold) and (ii) legal counsel to the Company has delivered a legal opinion reasonably satisfactory to the Purchasers to such effect. Following a termination of the Company’s obligations pursuant to the preceding sentence with respect to a Purchaser, any Securities held by such Purchaser shall not be deemed to be Registrable Securities thereafter, and the obligations of such Purchaser pursuant to this Section 9 shall also terminate.

     9.11 Amendment of Registration Rights. Provisions of this Section 9 may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Majority Holders. Any amendment or waiver effected in accordance with this Section 9.11 shall be binding upon each Purchaser and the Company. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable Securities. In addition, any notice to be given, determination to be made or action to be taken by the Purchasers pursuant to this Section 9 may be so given, made or taken by the Majority Holders and shall be binding upon each Purchaser.

     9.12 Legends. Each certificate representing Shares shall (unless such Shares are then eligible for transfer pursuant to Rule 144(b)(1) under the Securities Act, have been registered pursuant to a Registration Statement or as otherwise permitted under applicable law or the provisions of the Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws or as provided elsewhere in this Agreement):

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL OR BASED ON OTHER WRITTEN EVIDENCE IN THE FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

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Nothing in this Section 9.12 or elsewhere in this Agreement shall be deemed to restrict the ability of the holder of any Securities to transfer any such Securities to an Affiliate of such holder, or a current or former general or limited partner or member of such holder or any Affiliate (or a spouse, ancestor, lineal descendant or sibling of any of the foregoing who acquires by gift, will or intestate succession) in compliance with the Securities Act, nor shall any legal opinion be required in connection therewith.

     9.13 Company Registration.(a) If at any time or from time to time the Company shall determine to file a registration statement for an underwritten public offering of its equity securities, either for its own account or the account of others (other than any registration statement filed on a Form S-4, Form S-8 or any successor forms), the Company will (i) promptly give to each Purchaser written notice thereof and (ii) subject to Section 9.13(b) below, include in such registration and underwritten offering (and any related qualification under blue sky laws or other compliance) all the Registrable Securities specified in a written request or requests made within 10 days after receipt of such written notice from the Company by any Purchaser.

          (b) The right of any Purchaser to registration pursuant to this Section 9.13 shall be conditioned upon such Purchaser’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. Each Purchaser proposing to distribute its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Purchaser’s obligations under an underwriting agreement with the managing underwriter selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in the form negotiated by the Company or such stockholders, as the case may be). Notwithstanding any other provision of this Section 9.13, if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Purchasers of Registrable Securities have exercised their rights under this Section 9.13 advise the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested to be included in the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (i) first, to the Company or to any holder of securities of the Company initiating such registration, up to the total number of securities that the Company or such holder(s), as applicable, has requested to be included in such registration, if any, and (ii) second, and only if all the securities referred to in clause (i) have been included, to the Purchasers and other holders of securities of the Company that have contractual rights to be included in such registration, up to the total number of securities that Purchasers and such holders have requested to be included in such offering, allocated pro rata based upon the number of securities that each of them shall have requested to be included in such offering, and (iii) third, and only if all the securities referred to in clause (ii) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Purchaser disapproves of the terms of any such underwriting, such Purchaser may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwriters. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. The Company or the holders of securities who have caused a registration statement to be filed as contemplated by this Section

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9.13, as the case may be, shall have the right to have any registration initiated by it under this Section 9.13 terminated or withdrawn prior to the effectiveness thereof, whether or not any Purchaser has elected to include securities in such registration.

SECTION 10. COMPANY COVENANTS.

     10.1 Reservation of Shares and Common Stock. Following receipt of the Shareholder Approval, the Company will at all times reserve and keep available a sufficient number of shares of Common Stock, solely for issuance and delivery upon the conversion of the Preferred Shares and upon exercise of the Warrants.

     10.2 Subsequent Registration Rights. From and after the date hereof, the Company shall not enter into any agreement granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that conflict with the rights granted to the Purchasers herein, without the consent of the Majority Holders.

          (b) In the event of a Change in Control transaction (as such term is defined in Section 4(D) of the Certificate of Designation) involving issuance of an acquiror’s securities (the “Acquisition Securities”) and if such Change in Control transaction provides for the registration of the Acquisition Securities, the Company shall specifically provide in such Change in Control transaction agreements that the Acquisition Securities issued or issuable to the Purchasers shall be included in any such registration of the Acquisition Securities.

     10.3 Use of Proceeds. The Company will apply the proceeds of the sale of the Notes as set forth in Exhibit 10.3, including, on the date of this Agreement, towards payment of all amounts due at the Closings (as defined in the Turnpike Equity Purchase Agreements) of the transactions contemplated by the Turnpike Equity Purchase Agreements and any related expenses, and repayment of all indebtedness and other amounts outstanding under the SVB Loan Agreement and the PFG Loan Agreement.

     10.4 Proxy Statement. Promptly, and in any event within sixty (60) calendar days, after the date of this Agreement, the Company shall prepare and cause to be filed with the SEC a proxy statement (the “Proxy Statement”) in connection with a special or annual meeting of shareholders of the Company (the “Company Shareholders Meeting”) for the purpose of, among other things, obtaining all necessary approvals of the Company’s shareholders to permit the consummation of the transactions contemplated hereby and by the Note (the “Shareholder Approval”), including without limitation (i) approval of an amendment and restatement of the Company’s articles of incorporation in substantially the form attached hereto as Exhibit 10.4 (the “Articles Amendment”), and (ii) all approvals necessary under the rules and regulations of Nasdaq in connection with the issuance of any Securities or otherwise, including approval of the sale and issuance by the Company of the Preferred Shares, the Conversion Shares, the Warrants and the Warrant Shares to the Purchasers under Nasdaq Listing Rule 5635. The Company shall use all reasonable efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC. The Company will use all reasonable efforts to cause the Proxy Statement to be mailed to the Company’s shareholders within ninety (90) days following the date of this Agreement.

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     10.5 Shareholders Meeting.

          (a) The Company’s board of directors (the “Board”) has determined to recommend that the Company’s shareholders approve of all matters necessary to give the Shareholder Approval, and to include a statement to that effect in the Proxy Statement and in any additional soliciting materials relating to the Company Shareholders Meeting (the “Company Board Recommendation”). The Company will, and will use its best efforts to, within one-hundred twenty (120) days after the date hereof (and in any event no later then the date of the next annual meeting of shareholders of the Company), in accordance with its articles of incorporation and bylaws, and with applicable law (including the Minnesota Business Corporation Act and the rules and regulations of the SEC and the Nasdaq), duly call, give notice of, and convene and hold the Company Shareholders Meeting, regardless of whether the Company Board Recommendation is later withdrawn or modified in a manner adverse to the Purchasers. Except to the extent the Board determines on advice of counsel to be restricted from doing so by its fiduciary duties to the shareholders of the Company under applicable law, (i) the Board will include the Company Board Recommendation in the Proxy Statement and in any additional soliciting materials relating to the Company Shareholders Meeting, and (ii) the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to the Purchasers, and no resolution by the Board or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to the Purchasers shall be adopted. The Company will use its best efforts to solicit and obtain the Shareholder Approval.

          (b) For the purpose of causing a Conversion Event, within 2 business days after the date on which the Company receives certification from its transfer agent that, at the Company Shareholder Meeting, the Shareholder Approval was obtained, the Company shall duly file with the Secretary of State of the State of Minnesota the Articles Amendment (which will include the Certificate of Designation). The Company shall use its best efforts to obtain certification of the votes cast at the Company Shareholder Meeting from its transfer agent as promptly as practicable on or following the date of the Company Shareholder Meeting.

          (c) From the date hereof until the conclusion of the Company Shareholders Meeting, the Company shall deal exclusively with the Purchasers with respect to, and will not, directly or indirectly, solicit, negotiate, or encourage, or authorize or enter into any agreement with any party other than the Purchasers and their representatives concerning, any financing transaction similar to the transactions contemplated by this Agreement or the issuance or sale of any debt or equity securities of the Company or any of its subsidiaries (an “Alternative Transaction”) (other than the issuance of (i) shares of Common Stock issued (or deemed to have been issued) upon conversion of Preferred Stock or the exercise of warrants, options or other stock awards, in each case outstanding as of the date of this Agreement or (ii) options or other awards to acquire shares of Common Stock issued to employees, officers or directors of, or consultants or advisors to, the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that have been approved by the Board and are in effect as of the date of this Agreement). The Company shall, and shall direct each of its representatives to, immediately discontinue any ongoing discussions or negotiations relating to any such transaction, issuance or sale and the Company shall notify the Purchasers promptly of any proposals by any third party with respect to any such transaction, issuance or sale.

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     10.6 Reasonable Best Efforts. Subject to the terms and conditions of this Agreement, each of the Company and each Purchaser agrees to use its reasonable best efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable law, so as to permit consummation of the transactions contemplated hereby as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby, and will cooperate fully with the other parties hereto to that end.

     10.7 Company Board. On the Conversion Date, the Company shall have caused Christopher P. Marshall to be appointed to the Company’s Board of Directors as the director designated by the Preferred Stock pursuant to the Certificate of Designation. As of the date of this Agreement, the Company shall have entered into an Indemnification Letter Agreement, in the form attached hereto as Exhibit 10.7, with Mr. Marshall.

     10.8 Specific Performance. The Purchasers and the Company agree that irreparable damage would occur and that the Company and the Purchaser, as applicable, would not have any adequate remedy at law in the event that any of the provisions of Section 9 or this Section 10 were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Purchasers and the Company agree that the Company and the Purchasers, as applicable, shall without the necessity of proving the inadequacy of money damages or posting a bond be entitled to seek an injunction or injunctions to prevent breaches of such Sections and to enforce specifically the terms, provisions and covenants contained therein, this being in addition to any other remedy to which they are entitled at law or in equity.

     10.9 Amendment of Existing Agreement. The Company agrees to use its commercially reasonable efforts to cause all parties to the form of amendment attached as Exhibit 10.9 hereto to execute and deliver such amendment in substantially the form of such exhibit; provided however, that the Company shall be under no obligation to pay any amounts or make other concessions in order to secure such approval.

SECTION 11. Tax Treatment.

     11.1 Tax Treatment of Notes as Forward Contracts. The Company and each Purchaser hereby agree to treat the Notes as prepaid forward contracts for United States federal income tax purposes.

     11.2 Tax Treatment of Preferred Shares. Absent a change in law or Internal Revenue Service practice or a contrary determination (as defined in Section 1313(a) of the Code), each Purchaser and the Company, for United States federal income tax purposes, agree (i) not to treat the Preferred Shares as “preferred stock” within the meaning of Section 305 of the Code and Treasury Regulation Section 1.305-5 and (ii) not to treat any difference between the purchase price allocated to the Preferred Shares pursuant to Section 10.9 and either the Redemption Price (as defined in Exhibit 1-B) or the liquidation preference (as such term is used in Section 4 of Exhibit 1-B) of the Preferred Shares as generating any deemed distributions of additional Preferred Shares to the Purchaser, and in each case, shall take no tax position inconsistent with such treatment.

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SECTION 12. Broker’s Fee. The Company and each Purchaser (severally and not jointly) hereby represent that there are no brokers or finders (and similar agents) entitled to compensation in connection with the sale of the Securities, and shall indemnify each other for any such fees for which they are responsible.

SECTION 13. Notices. All notices required in connection with this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) one business day after the date of confirmed transmission by facsimile, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, specifying next day delivery, freight prepaid, with written notification of receipt, and addressed as follows:

          (a) if to the Company, to:

XATA Corporation
965 Prairie Center Drive
Eden Prairie, MN 55344
Attention: Chief Financial Officer
Facsimile: 952-641-5848

               with a copy so mailed to:

Faegre & Benson LLP
2200 Wells Fargo Center
Minneapolis, MN 55402
Attention: Michael Coddington
Facsimile: (612) 766-1600

     or to such other person at such other place as the Company shall designate to the Purchasers in accordance with this Section 13; and

          (b) if to any Purchaser, to the address set forth below such Purchaser’s name on the Schedule of Purchasers, or to such other person at such other place as a Purchaser shall designate to the Company in accordance with this Section 13.

SECTION 14. Miscellaneous.

     14.1 Waivers and Amendments. Neither this Agreement nor any provision hereof may be changed, waived, discharged, terminated, modified or amended except upon the written consent of the Company and (i) prior to the conversion of the Notes, holders of at least a majority of the then outstanding principal amount of Notes then held by Purchasers, or (ii) after the conversion of the Notes, holders of at least a majority of the Series G Preferred Stock (including any shares of Common Stock issued upon conversion of the Series G Preferred Stock) then held by Purchasers. No failure to exercise, nor any delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right,

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power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver of any right or remedy hereunder on any one occasion by a party hereto shall not be construed as a bar to any right or remedy which such party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law. Any notice to be given, determination to be made or action to be taken by the Purchasers hereunder may be so given, made or taken by (i) prior to the conversion of the Notes, holders of at least a majority of the then outstanding principal amount of Notes then held by Purchasers, or (ii) after the conversion of the Notes, holders of at least a majority of the Series G Preferred Stock (including any shares of Common Stock issued upon conversion of the Series G Preferred Stock) then held by Purchasers.

     14.2 Headings; Interpretation. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement. For the purposes hereof: (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and paragraph references are to the Sections and paragraphs in this Agreement unless otherwise specified; and (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified. With regard to each and every term and condition of this Agreement, the parties hereto understand and agree that the same have or has been mutually negotiated, prepared and drafted, and if at any time the parties hereto desire or are required to interpret or construe any such term or condition, no consideration will be given to the issue of which party hereto actually prepared, drafted or requested any term or condition of this Agreement.

     14.3 Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

     14.4 Governing Law.

          (a) This Agreement shall be governed by and construed in accordance with the corporate laws of the State of Minnesota and, with respect to matters of law other than corporate law, the laws of the State of Minnesota as applied to contracts entered into and performed entirely in Minnesota by Minnesota residents, without regard to conflicts of law principles.

          (b) Waiver of Jury Trial. EACH PARTY HERETO, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT

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TO THIS AGREEMENT OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

     14.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.

     14.6 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

     14.7 Entire Agreement. This Agreement, the Investor Rights Agreement, the Notes and the other documents delivered pursuant hereto or thereto, including the exhibits, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof and all prior negotiations, writings and understandings relating to the subject matter of this Agreement, including the letter of intent executed on October 30, 2009 between the Company and TCV VII, L.P. and TCV VII (A), L.P., are merged in and are superseded and canceled by this Agreement, the Investor Rights Agreement, the Notes and the other documents delivered pursuant hereto or thereto. Except as provided in Section 9.5, this Agreement is not intended to confer upon any person not a party hereto (or their successors and permitted assigns) any rights or remedies hereunder.

     14.8 Rights of Holders. Each party to this Agreement shall have the absolute right to exercise or refrain from exercising any right or rights that such party may have by reason of this Agreement, including the right to consent to the waiver or modification of any obligation under this Agreement, and such party shall not incur any liability to any other party or other holder of any securities of the Company as a result of exercising or refraining from exercising any such right or rights.

     14.9 Payment of Fees and Expenses.(a) The Company shall bear its own expenses and legal fees incurred on its behalf with respect to this Agreement and the transactions contemplated hereby. In addition, the Company shall pay all reasonable fees and expenses incurred or reasonably expected to be incurred by the Purchasers though the Conversion Date or the Maturity Date (as defined in the Notes), as applicable, in an amount not to exceed $300,000, with respect to this Agreement, the Notes and the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses of Latham & Watkins LLP, special counsel for the Purchasers, within five (5) business days following receipt by the Company of one or more invoices therefore.

          (b) If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

[Signature page follows]

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          In Witness Whereof, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

COMPANY:

XATA CORPORATION

By:	/s/ Wesley C. Fredenburg
	Wesley C. Fredenburg
	General Counsel and Secretary

PURCHASERS:

Trident Capital Fund-V, L.P.
Trident Capital Fund-V Affiliates Fund, L.P.
Trident Capital Fund-V Affiliates Fund (Q), L.P.
Trident Capital Fund-V Principals Fund, L.P.
Trident Capital Parallel Fund-V, C.V.

Executed on behalf of the foregoing funds by the undersigned, as an authorized signatory of the respective general partner of each such fund:

/s/ Don Dixon  

Name printed: Don Dixon 

GW 2001 Fund, L.P.

Executed on behalf of the foregoing fund by the undersigned, as an authorized signatory of the general partner of such fund:

/s/ Eugene Weber  

Name printed: Eugene Weber 

[Note Purchase Agreement]

PURCHASERS (continued):

TCV VII, L.P.
a Cayman Islands exempted limited partnership,
acting by its general partner

Technology Crossover Management VII, L.P.
a Cayman Islands exempted limited partnership,
acting by its general partner

Technology Crossover Management VII, Ltd.
a Cayman Islands exempted company

By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Attorney in Fact

TCV VII (A), L.P.
a Cayman Islands exempted limited partnership,
acting by its general partner

Technology Crossover Management VII, L.P.
a Cayman Islands exempted limited partnership,
acting by its general partner

Technology Crossover Management VII, Ltd.
a Cayman Islands exempted company

By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Attorney in Fact

TCV Member Fund, L.P.
a Cayman Islands exempted limited partnership,
acting by its general partner

Technology Crossover Management VII, Ltd.
a Cayman Islands exempted company

By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Attorney in Fact

[Note Purchase Agreement]

EXHIBIT A
SCHEDULE OF PURCHASERS

Purchaser	Aggregate Principal Amount of Notes
TCV VII, L.P.	$	17,988,828
Technology Crossover Ventures 528 Ramona Street Palo Alto, CA 94301 Attention: Frederic Fenton
TCV VII (A), L.P.	$	9,342,024
Technology Crossover Ventures 528 Ramona Street Palo Alto, CA 94301 Attention: Frederic Fenton
TCV Member Fund, L.P.	$	169,146
Technology Crossover Ventures 528 Ramona Street Palo Alto, CA 94301 Attention: Frederic Fenton
Trident Capital Fund-V, L.P.	$	2,239,591.26
Trident Capital, Inc. 505 Hamilton Avenue, Suite 200 Palo Alto, CA 94301 Attention: Howard Zeprun
Trident Capital Fund-V Affiliates Fund, L.P.	$	13,016.43
Trident Capital, Inc. 505 Hamilton Avenue, Suite 200 Palo Alto, CA 94301 Attention: Howard Zeprun
Trident Capital Fund-V Affiliates Fund (Q), L.P.	$	12,420.91
Trident Capital, Inc. 505 Hamilton Avenue, Suite 200 Palo Alto, CA 94301 Attention: Howard Zeprun
Trident Capital Fund-V Principals Fund, L.P.	$	64,822.02
Trident Capital, Inc. 505 Hamilton Avenue, Suite 200 Palo Alto, CA 94301 Attention: Howard Zeprun
Trident Capital Parallel Fund-V, C.V.	$	170,149.38
Trident Capital, Inc. 505 Hamilton Avenue, Suite 200 Palo Alto, CA 94301 Attention: Howard Zeprun
GW 2001 Fund, L.P.	$	200,000
Weber Capital Management, LLC 340 Pine Street, Suite 300 San Francisco, CA 94104 Attention: Eugene Weber
TOTAL	$	30,199,998

EX-10.4

EXHIBIT 10.4

$[                    ] December 4, 2009

THIS SENIOR MANDATORILY CONVERTIBLE PROMISSORY NOTE (“NOTE”) AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE OR OTHER SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, OR ASSIGNED EXCEPT (i) PURSUANT TO REGISTRATIONS THEREOF UNDER SUCH LAWS, OR (ii) IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT SUCH REGISTRATIONS.

THIS NOTE IS BEING ISSUED PURSUANT TO A NOTE PURCHASE AGREEMENT BETWEEN THE MAKER, THE HOLDER, AND CERTAIN OTHER PURCHASERS PARTY THERETO, DATED AS OF THE DATE HEREOF (THE “NOTE PURCHASE AGREEMENT”).

SENIOR MANDATORILY CONVERTIBLE PROMISSORY NOTE

     XATA Corporation, a Minnesota corporation (the “Maker”), for value received, promises to pay, so long as a Conversion Event has not occurred prior to November 1, 2010, to [                    ] (the “Holder”), the principal sum of $[                    ] (the “Principal Amount”) on November 1, 2010 or, if earlier, immediately upon the consummation of a Change in Control (as defined in Exhibit A hereto) (the “Maturity Date”) as provided herein. In the event that a Change in Control occurs at any time prior to the payment in full or conversion hereof, whether at the Maturity Date or otherwise, the Maker promises to pay to Holder an additional amount equal to the Change in Control Amount immediately upon the consummation of such Change in Control. The “Change in Control Amount” shall equal the greater of (a) 50% of the Principal Amount, or (b) (i) the amount which the Holder would be entitled to receive in the transaction constituting the Change in Control (assuming for such purpose that this Note had converted immediately prior to such Change in Control into the Preferred Shares and Warrants pursuant to Section 3(a) below, and that such Preferred Shares had simultaneously been converted into shares of Maker’s common stock (pursuant to the Certificate of Designation) and such Warrants had simultaneously been exercised for shares of Maker’s common stock (in a cashless exercise pursuant to the Warrants)), (provided that such amount shall be determined by valuing any non-cash consideration to be paid in the transaction constituting the Change in Control in accordance with Section 4(D) of the Certificate of Designation), less (ii) the Principal Amount. The Maker also promises to pay interest from the date of this Note until payment in full on the Principal Amount as set forth in Section 1 below; provided, however, that no interest shall be payable in the event this Note converts pursuant to Section 3 below. Capitalized terms used but not defined herein are used with the meanings given to them in the Note Purchase Agreement.

     1. Payments.

          (a) The interest rate payable hereunder shall be 14% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All accrued and unpaid interest on this Note will be due and payable on the day that all principal is due and payable, whether on the Maturity Date, by acceleration or otherwise. In the event the Maker fails to make

any payment of the Principal Amount, the Change in Control Amount or any interest hereunder when due, interest shall accrue on the overdue amount at a rate of 20.0% per annum. There shall be no interest payable hereunder in the event this Note converts pursuant to Section 3 below.

          (b) Payment shall be made in lawful tender of the United States in immediately available funds, and shall be credited first to accrued interest then due and payable with the remainder applied to principal. This Note may not be prepaid in whole or in part at any time prior to the Maturity Date.

     2. Ranking. This Note and all principal, interest and other amounts, if any, payable hereunder shall in all respects rank senior in right of payment to any other indebtedness of the Maker.

     3. Conversion.

          (a) Upon the occurrence of a Conversion Event (as defined below) prior to the Maturity Date, this Note shall automatically convert into (1) a number of Preferred Shares (rounded down to the nearest whole share) determined by dividing the Principal Amount (excluding interest) of this Note by $3.00 (the “Conversion Price”), as such Conversion Price is subject to adjustment as set forth in subsections (d) and (e) below, and (2) Warrants to purchase a number of shares of Common Stock (rounded down to the nearest whole share) (“Common Shares”), at a price equal to the Conversion Price, determined by multiplying the number of Conversion Shares subject to the Preferred Shares into which this Note converts by 0.3. As used herein, a “Conversion Event” shall mean the filing by the Maker of the Articles Amendment with the Minnesota Secretary of State, following receipt of Shareholder Approval, in accordance with the terms of the Note Purchase Agreement.

          (b) In connection with any conversion of this Note, all accrued and unpaid interest under this Note shall be forgiven, and the Maker shall have no liability to make any payment with respect thereto.

          (c) As soon as practicable after the occurrence of a Conversion Event, and in any event within two (2) business days thereafter, the Maker at its expense will cause to be issued in the name of and delivered to the Holder, (1) a certificate or certificates for the number of Preferred Shares to which the Holder shall be entitled on such conversion, and (2) a Warrant for the purchase of a number of Common Shares to which the Holder shall be entitled on such conversion. No fractional Preferred Shares, or Warrants to purchase fractional Common Shares, will be issued on conversion of the Note. If on conversion of the Note a fraction of a Preferred Share results, the Company will pay the cash value of that fractional share based on the Conversion Price then in effect. The number of Common Shares for which the Warrants issuable upon conversion of this Note are exercisable shall be rounded down to the nearest whole share. Conversion of this Note shall be deemed to have been made immediately prior to the close of business on the date the Conversion Event occurs, and the person or persons entitled to receive the Preferred Shares and Warrants issuable upon conversion shall be treated for all purposes as the record holder or holders of such securities thereafter.

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          (d) In the event the outstanding shares of Common Stock shall, after the date hereof, be further subdivided (split), or combined (reverse split), by reclassification or otherwise, or in the event of any dividend or other distribution payable on the Common Stock in shares of Common Stock, the Conversion Price in effect immediately prior to such subdivision, combination, dividend or other distribution shall, concurrently with the effectiveness of such subdivision, combination or dividend or other distribution, be proportionately adjusted.

          (e) In the event of any reclassification, reorganization or exchange of the Maker’s securities, or any consolidation or merger of the Maker (not constituting a Change in Control resulting in the occurrence of the Maturity Date), or in the event the Maker at any time or from time to time after the date of this Note makes or declares a dividend or other distribution payable in cash, securities or property (other than Common Stock), then and in each such event provision shall be made so that the Holder shall receive, upon conversion of this Note, in addition to the amount of securities receivable thereupon, the amount of cash, securities or other property which the Holder would have received had this Note been converted on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such cash, securities or other property receivable during such period.

          (f) Upon the occurrence of each adjustment or readjustment of a Conversion Price, the Maker at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based.

          (g) From and after the occurrence of a Conversion Event, the Maker shall reserve and keep available out of its authorized but unissued Common Stock such number of shares of Common Stock as shall from time to time be sufficient to effect conversion of the Preferred Stock and exercise of the Warrants. The Maker will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, dividend or other distribution of cash or property, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Maker, but will at all times in good faith assist in the carrying out of all the provisions hereof, and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the Holder as set forth herein against impairment.

     4. Events of Default. If any of the following events (each, an “Event of Default”) shall occur:

          (a) the Maker shall fail to make any payment hereunder when due and payable, and such failure shall continue unremedied for a period of five (5) days; or

          (b) the Maker shall generally fail to pay, or admit in writing its inability to pay, its debts as they become due, or shall voluntarily commence any proceeding or file any petition under any bankruptcy, insolvency or similar federal, state or foreign law or seeking dissolution, liquidation or reorganization or the appointment of a receiver, trustee, custodian or

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liquidator for it or a substantial portion of its property, assets or business or to effect a plan or other arrangement with its creditors, or shall file any answer admitting the jurisdiction of the court and the material allegations of an involuntary petition filed against it in any bankruptcy, insolvency or similar proceeding, or shall be adjudicated bankrupt, or shall make a general assignment for the benefit of creditors, or shall consent to, or acquiesce in the appointment of, a receiver, trustee, custodian or liquidator for a substantial portion of its property, assets or business, or shall by any act or failure to act indicate its consent to or approval of any of the foregoing, or if any corporate action is taken by the Maker for the purpose of effecting any of the foregoing; or

          (c) involuntary proceedings or an involuntary petition shall be commenced or filed against the Maker under any bankruptcy, insolvency or similar federal, state or foreign law or seeking the dissolution, liquidation or reorganization of it or the appointment of a receiver, trustee, custodian or liquidator for it or of a substantial part of its property, assets or business, and such proceedings or petition shall not be dismissed within 60 days; or any writ, judgment, tax lien, warrant of attachment, execution or similar process shall be issued or levied against a substantial part of its property, assets or business, and such writ, judgment, lien, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded, within 60 days after commencement, filing or levy, as the case may be, or any order for relief shall be entered in any such proceeding; or any winding-up, dissolution, liquidation or reorganization of the Maker; or

          (d) the Maker shall, without the prior written consent of holders of a majority of the outstanding principal amount of all Notes, take or authorize any of the actions specified in (i) Section 7(C)(i) through Section 7(C)(iv) of the Certificate of Designation that would require the affirmative vote, consent or waiver of the holders of Series G Preferred Stock thereunder if such Series G Preferred Stock were issued and outstanding at the time of such action or (ii) Section 3.1 of the Investor Rights Agreement, dated as of the date hereof, between the Maker, the Holder and certain other parties thereto;

then, and in every such event, and at any time thereafter during the continuance of such event, (i) in the case of an Event of Default under clause (d), the Holders of a majority of the outstanding principal amount of all Notes may declare all principal and accrued interest and all other fees and other obligations of the Maker under the Notes to be due and payable, and (ii) in the case of an Event of Default under clauses (a), (b) or (c), all principal and accrued interest on all outstanding Notes and all fees and other obligations of the Maker under the Notes will be immediately due and payable on all outstanding Notes without any declaration or other act on the part of the Holders, in either case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker.

     5. No Offset Rights. The Maker may not offset any amounts due or claimed to be due from the Holder to the Maker against amounts due to the Holder under this Note.

     6. Series of Notes; Actions by Majority. This Note is one of a series of Notes of like tenor issued in an original aggregate principal amount of up to $30,200,000 in connection with the transactions contemplated by the Note Purchase Agreement. When actions are specified herein as happening upon the decision of holders of a majority in principal amount of the Notes,

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such action shall be evidenced by a writing executed by such Holders and delivered to all Holders of Notes and shall be the act of and binding on all Holders. All payments on this Note shall be made simultaneously with corresponding payments to all other Notes, and, to the extent the Company has insufficient funds to repay in full all of the Notes, payments shall be made with respect to all of the Notes on a pro rata basis based upon the principal amounts thereof.

     7. Costs and Expenses. The Maker promises to pay all costs and expenses, including reasonable attorneys’ fees, incurred by the Holder in connection with the enforcement of, or collection of any amounts due under, this Note. The Maker hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument, except for notices to which the Maker is expressly entitled under this Note.

     8. Successors and Assigns. This Note shall be binding upon, and shall inure to the benefit of, the Maker and the Holder and their respective successors and assigns; provided, however, that neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Maker without the prior written consent of the Holder.

     9. Modifications and Amendments; Reissuance of Note. This Note may only be modified, amended, or terminated (other than by payment in full) by an agreement in writing signed by the Maker and the Holders of a majority in principal amount of all Notes. No waiver of any term, covenant or provision of this Note shall be effective unless given in writing by the Holders of a majority in principal amount of all Notes. Upon receipt of evidence reasonably satisfactory to the Maker of the loss, theft, destruction, or mutilation of this Note and of an unsecured agreement of indemnity reasonably satisfactory to the Maker, and upon surrender or cancellation of this Note, if mutilated, the Maker will make and deliver a new Note of like tenor in lieu of such lost, stolen, destroyed, or mutilated Note.

     10. Remedies Cumulative. Each and every right, power and remedy herein given to the Holder, or otherwise existing, shall be cumulative and not exclusive and be in addition to all other rights, powers and remedies now or hereafter granted (including, without limitation, other rights of set-off under applicable law) or otherwise existing. Each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Holder.

     11. Tax Treatment as Forward Contract. The Maker and the Holder hereby agree:

          (a) to treat, for U.S. federal income tax purposes, the Note as a prepaid forward contract to purchase Preferred Shares, Warrants and cash, if any, upon the occurrence of a Conversion Event, under the terms of which (i) at the time of issuance of the Note, the Holder deposits irrevocably with the Maker a fixed amount of cash equal to the purchase price (“Forward Purchase Price”) of the Note to assure the fulfillment of the Holder’s purchase obligation described in clause (ii) below, which deposit will unconditionally and irrevocably be applied to satisfy such obligation, and (ii) upon the occurrence of a Conversion Event, such cash deposit unconditionally and irrevocably will be applied by the Maker in full satisfaction of the Holder’s obligation under the forward purchase contract, and the Maker will deliver to the Holder

5

the Preferred Shares, Warrants and cash, if any, that the Holder is entitled to receive pursuant to this Note;

          (b) that the likelihood of a Conversion Event not occurring on or before the Maturity Date is remote, but that if a Conversion Event does not so occur, any payments of cash to a Holder shall be treated as a termination payment related to such prepaid forward contract; and

          (c) to not take any action (including filing any tax return or form or taking any position in any tax proceeding) that is inconsistent with the foregoing obligations, unless otherwise required by an applicable taxing authority.

     12. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) one business day after the date of confirmed transmission by facsimile, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, specifying next day delivery, freight prepaid, with written notification of receipt, and addressed as follows:

(a)	if to the Maker, to:	XATA Corporation 965 Prairie Center Drive Eden Prairie, MN 55344 Attn: Chief Financial Officer Facsimile No.: (952) 641-5848
	with a copy to:	Faegre & Benson LLP 2200 Wells Fargo Center 90 South Seventh Street Minneapolis, Minnesota 55402 Attn: Michael Coddington Facsimile No.: (612) 766-1600

or at such other address and facsimile number as the Maker shall have furnished to the Holder in accordance with this Section 12; or

(b) if to the Holder, to: TCV Member Fund, L.P.
Technology Crossover Ventures
528 Ramona Street
Palo Alto, CA 94301
Attention: Frederic Fenton
Facsimile No: (650) 614-8222

or at such other address and facsimile number as the Holder shall have furnished to the Maker in accordance with this Section 12.

     13. Waiver. The Holder shall not by any act (except by a written instrument in accordance with Section 9 hereof), delay, indulgence, omission or otherwise be deemed to have

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waived any right or remedy hereunder or to have acquiesced in any default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Holder, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Holder of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Holder would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.

     14. JURISDICTION. ALL LEGAL ACTIONS OR PROCEEDINGS BROUGHT AGAINST THE MAKER WITH RESPECT TO THIS NOTE MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS NOTE THE MAKER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, THE JURISDICTION OF THE AFORESAID COURTS. THE MAKER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS OR ANY SIMILAR BASIS. THE MAKER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF ANY COMPLAINT, SUMMONS, NOTICE OR OTHER PROCESS RELATING TO ANY LEGAL ACTION OR PROCEEDING BY DELIVERY THEREOF TO IT BY HAND OR BY MAIL TO THE ADDRESS OF THE MAKER SET FORTH ABOVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A HOLDER TO BRING PROCEEDINGS AGAINST THE MAKER IN THE COURTS OF ANY OTHER JURISDICTION OR TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.

     15. WAIVER OF JURY TRIAL. EACH OF MAKER AND HOLDER, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

     16. Governing Law. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the internal laws of the State of New York, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than such state.

     17. Specific Performance. The Maker agrees that irreparable damage would occur and that the Holder would not have any adequate remedy at law in the event that any of the provisions of this Note were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Maker agrees that the Holder shall without the necessity of proving the inadequacy of money damages or posting a bond be entitled to seek an injunction or injunctions to prevent breaches hereof and to enforce specifically the terms, provisions and

7

covenants contained herein, this being in addition to any other remedy to which they are entitled at law or in equity.

     18. Interest. The rate of interest payable under this Note shall in no event exceed the maximum rate permissible under applicable law and in the event that the rate of interest exceeds the maximum rate permissible under applicable law, it shall be automatically reduced to match the maximum rate permissible under applicable law. If the rate of interest payable on this Note is ever reduced as a result of this paragraph and at any time thereafter the maximum rate permitted under applicable law exceeds the rate of interest provided for in this Note, then the rate provided for in this Note shall be increased to the maximum rate provided for under applicable law for such period as is required so that the total amount of interest received by the Holder is that which would have been received by the Holder but for the operation of the first sentence of this paragraph.

     19. Survival and Termination. All rights, covenants, agreements, representations and warranties made by the Maker in this Note shall be considered to have been relied upon by the Holder and shall survive the execution and delivery of this Note, regardless of any investigation made by the Holder or on its behalf and notwithstanding that the Holder may have had notice or knowledge of any Event of Default or incorrect representation or warranty at the time this Note was executed and delivered, and shall continue in full force and effect until this note has terminated. This Note shall terminate upon the first to occur of (i) conversion of this Note and delivery of the Preferred Shares and Warrant in accordance with Section 3 hereof or (ii) payment of all amounts payable under this Note on or following the Maturity Date, provided that the termination of this Note shall not relieve the Maker of any liability hereunder for any breach of, or failure to comply with, the terms of this Note occurring prior to such termination.

     20. No Fiduciary Duty. The Holder and its affiliates may have economic interests that conflict with those of the Maker. The Maker agrees that nothing in this Note or otherwise is intended to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Holder or any of its affiliates and the Maker, its stockholders or its affiliates.

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          IN WITNESS WHEREOF, the Maker has caused this Note to be signed on the date first set forth above.

MAKER:	XATA CORPORATION
	Mark Ties
	Chief Financial Officer

ACKNOWLEDGED AND AGREED

HOLDER:

[                    ]
By:
	Name:
	Title:

SIGNATURE PAGE TO
SENIOR MANDATORILY CONVERTIBLE PROMISSORY NOTE

Exhibit A
CHANGE IN CONTROL

     For purposes of this Note, a “Change in Control” of the Maker shall be deemed to have been “consummated” if any of the following occur:

(1) Any “person” or “group” (each as defined in the Exchange Act, but excluding any such person or group that is or includes the Holder or an affiliate of the Holder) acquires or becomes a “beneficial owner” (as defined in Rule 13d-3 or any successor rule under the Exchange Act), directly or indirectly, of securities of the Maker representing more than 50% of the combined voting power of the Maker’s then outstanding securities entitled to vote generally in the election of directors (“Voting Securities”);

(2) Maker consummates a reorganization, merger or consolidation of the Maker or a statutory exchange of outstanding Voting Securities of the Maker, unless, immediately following such reorganization, merger, consolidation or exchange, all or substantially all of the persons who were the beneficial owners of Voting Securities of the Maker immediately prior to such reorganization, merger, consolidation or exchange beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger, consolidation or exchange in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, consolidation or exchange, of the Voting Securities of the Maker; or

(3) Maker consummates (x) a complete liquidation or dissolution of the Maker or (y) the sale or other disposition, directly or indirectly, of all or substantially all of the assets of the Maker, in one or a series of transactions.

     In addition, for purposes of this Note, a “Change in Control” of the Maker shall be deemed to “occur” if any Change in Control is “consummated” as set forth in the immediately preceding paragraph or if Maker enters into any agreement to cause, or Maker’s stockholders approve, any transaction of a type specified in clause (2) or (3) of the immediately preceding paragraph.

EX-10.5

EXHIBIT 10.5

SUPPORT AGREEMENT

          This SUPPORT AGREEMENT (this “Agreement”), dated as of December 4, 2009, is entered into by and among [                    ] (“Stockholder”), on the one hand, and TCV VII, L.P., a Cayman Islands exempted limited partnership and TCV VII(A), L.P., a Cayman Islands exempted limited partnership (collectively, “TCV”), on the other hand.

          WHEREAS, contemporaneously with the execution of this Agreement, TCV, certain affiliated funds of Trident Capital, Inc., certain affiliated funds of Weber Capital Management, LLC, and XATA Corporation, a Minnesota corporation (the “Company”) are entering into that certain Note Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), providing, among other things, for (i) the issuance of Senior Mandatorily Convertible Promissory Notes (the “Notes”), dated as of the date hereof, in the aggregate principal amount of $30,200,000 and (ii) upon receipt of necessary approvals from the Company’s shareholders and the subsequent creation of a new series of convertible Series G Preferred Stock of the Company, the conversion of the Notes into, in the aggregate (x) approximately 10,066,667 shares (subject to adjustment for stock dividends, stock splits and similar events) of such newly-designated Series G Preferred Stock of the Company (the “Preferred Shares”), and (y) warrants to purchase approximately 3,020,000 shares of Company Common Stock (the “Warrants”) at an exercise price of $3.00 per share (in each case, subject to similar adjustments); and

          WHEREAS, as a condition of and inducement to TCV’s willingness to enter into the Purchase Agreement, Stockholder has agreed to enter into this Agreement.

          NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement and in the Purchase Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

          1. Certain Definitions. For the purposes of this Agreement, capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in this Section 1. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement.

          “Additional Owned Shares” means all shares of Company Common Stock and any other equity securities of the Company with respect to which Stockholder or any of its Affiliates acquire beneficial ownership after the date hereof and prior to the termination of this Agreement.

          “Affiliate” has the meaning set forth in the Purchase Agreement; provided, however, that the Company shall be deemed not to be an Affiliate of Stockholder.

          “Alternative Transaction” has the meaning set forth in the Purchase Agreement.

          “beneficial ownership” (and related terms such as “beneficially owned” or “beneficial owner”) has the meaning given to such term in Section 302A.011, subd. 41, of the Minnesota Business Corporation Act.

          “Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in Minneapolis, Minnesota are authorized or required by applicable law to close.

          “Company Common Stock” means the common stock, par value $0.01, of the Company.

          “Company Warrants” means warrants to purchase shares of Company Common Stock.

          “Covered Shares” means the Owned Shares and Additional Owned Shares; provided, however, in the event it is determined that TCV or an Affiliate of TCV has beneficial ownership of the Owned Shares or the Additional Owned Shares by virtue of this Agreement or otherwise and, if added to all other shares of capital stock of the Company, if any, as to which TCV or an Affiliate of TCV has beneficial ownership (the “Other TCV Shares”), TCV would be determined to exercise or direct the exercise of a new range of voting power within any of the ranges specified in Section 302A.671, subdivision 2, paragraph (d) of the Minnesota Business Corporation Act (a “New Voting Power Range”), then the number of Covered Shares subject to this Agreement shall automatically be reduced, without further action by, or on behalf of, TCV, the Company or the Stockholder, on a pro rata basis with any Other TCV Shares that are subject to any other Support Agreement (x) first, as to the shares of capital stock of the Company issuable upon exercise of Company Warrants held by the Stockholder and any stockholders party to another Support Agreements (with the effect that such Company Warrants and any shares of capital stock of the Company issuable or issued upon exercise of such Company Warrants shall not be subject to the provisions of this Agreement or the other Support Agreement, as applicable), until the remaining Covered Shares subject to this Agreement taken together with any Other TCV Shares, shall be less than the New Voting Power Range (the “Company Warrant Reduction”), and, if such Company Warrant Reduction is not sufficient to reduce the Covered Shares, when taken together with the Other TCV Shares, to less than the New Voting Power Range, then (y) second, as to the outstanding shares of Company Common Stock or other equity securities held by the Stockholder and any stockholders party to another Support Agreement, until the remaining Covered Shares subject to this Agreement, taken together with the Other TCV Shares, shall be less than the New Voting Power Range.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          “Governmental Entity” means any: (i) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (ii) federal, state, local, municipal, foreign or other government; or (iii) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or Person and any court or other tribunal).

          “Liens” has the meaning assigned thereto in Section 5(a) hereof.

          “Owned Shares” means all shares of Company Common Stock and any other equity securities of the Company with respect to which Stockholder or any of its Affiliates has

“beneficial ownership” (as defined in Section 302A.011, subd. 41, of the Minnesota Business Corporation Act) as of the date hereof.

          “person” means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization or other entity or group (as defined in Section 13(d) of the Exchange Act).

          “Representatives” has the meaning assigned thereto in Section 3(b) hereof.

          “Support Agreements” means, collectively, this Agreement and each of the other Support Agreements, dated as of even date herewith, between TCV and another stockholder of the Company party thereto.

          “Term” has the meaning assigned thereto in Section 6 hereof.

          “Transfer” means, with respect to a security, the transfer, pledge, hypothecation, encumbrance, assignment or other disposition (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of such security or the beneficial ownership thereof, the offer to make such a transfer or other disposition, and each option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a verb, “Transfer” shall have a correlative meaning.

          2. Stockholder Vote.

          (a) Voting Agreement. At any meeting of the stockholders of the Company, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought, Stockholder shall, and shall cause any other holder of record to (i) appear at each such meeting or otherwise cause all Covered Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all Covered Shares (A) in favor of the approval of the Purchase Agreement and the Notes, including the execution and delivery by the Company of the Purchase Agreement and the Notes, the approval of the terms thereof and each of the other actions, agreements, or transactions contemplated by the Purchase Agreement, the Notes and this Agreement, (B) in favor of approving any amendment to the Company’s articles of incorporation as contemplated by the Purchase Agreement (the “Articles Amendment”) and in favor of any amendment to any certificate of designation of preferences of any series of preferred stock of the Company (the “Existing Preferred Stock”), to the extent that the Stockholder or its Affiliates have beneficial ownership of any shares of any such series of Existing Preferred Stock (the “Certificates Amendments”), (C) in favor of any approvals necessary or required under the rules and regulations of Nasdaq in connection with the transactions contemplated by the Purchase Agreement and the Notes and the issuance of any Securities, including approval of the sale and issuance by the Company of the Preferred Shares, the Conversion Shares, the Warrants and the Warrant Shares under Nasdaq Listing Rule 5635 (the “Regulatory Approvals”), (D) in favor of any adjournment or postponement recommended by the Company with respect to any stockholder meeting with respect to the Purchase Agreement or the Notes, the Articles Amendment, the Certificates Amendments or the Regulatory Approvals, (E) against any

Alternative Transaction (as defined in the Purchase Agreement), (F) against any change in the business, management or Board of Directors of the Company (other than (x) in connection with the transactions described in clauses (A)-(C) or (y) as approved by a majority of the Board of Directors) and (G) against any proposal, action or agreement that would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Purchase Agreement, the Notes, the approval of the Articles Amendment or the Certificates of Amendment, or the Regulatory Approvals, (2) result in a breach in any respect of any covenant or any other obligation or agreement of the Company under the Purchase Agreement or the Notes, or (3) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, the Company (other than as contemplated by the Purchase Agreement). Stockholder shall not commit or agree to take any action inconsistent with the foregoing.

          3. No Disposition or Solicitation.

          (a) No Disposition or Adverse Act. Stockholder hereby covenants and agrees that, except as contemplated by this Agreement, Stockholder shall not (i) offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Shares or any interest therein without the prior written consent of TCV, (ii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all Covered Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares, (iv) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares or (v) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby. Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 3(a) shall be null and void.

          (b) Non-Solicitation. Stockholder hereby agrees that Stockholder shall not, and shall cause its Affiliates, representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) not to, directly or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any information to, or afford any access to the properties, books or records of the Company or any Company Subsidiaries to, enter into any agreement with, or otherwise take any other action to assist or facilitate, any person (other than TCV or any of its Representatives) relating to any Alternative Transaction. Stockholder shall immediately cease any existing activities, discussions or negotiations conducted heretofore with respect to any Alternative Transaction. Stockholder shall immediately communicate to TCV the terms of any Alternative Transaction (or any discussion, negotiation or inquiry with respect thereto) and the identity of the person making such Alternative Transaction or inquiry which it may receive. Stockholder shall keep TCV fully informed, on a current basis, of the status and terms of any such Alternative Transaction or inquiry. Any violation of the foregoing restrictions by Stockholder or any of its Representatives shall be deemed to be a material breach of this Agreement by Stockholder.

          4. Additional Agreements.

          (a) Certain Events. In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of the Company affecting the Covered Shares or the acquisition of Additional Owned Shares or other securities or rights of the Company by Stockholder or any of its Affiliates, (i) the type and number of Covered Shares shall be adjusted appropriately, and (ii) this Agreement and the obligations hereunder shall automatically attach to any additional Covered Shares or other securities or rights of the Company issued to or acquired by Stockholder or any of its Affiliates.

          (b) Stop Transfer; Legends. In furtherance of this Agreement, Stockholder hereby authorizes and instructs the Company (including through the Company’s transfer agent) to enter a stop transfer order with respect to all of the Covered Shares.

          (c) Waiver of Actions. Stockholder hereby (i) waives and agrees not to exercise rights of appraisal or rights to dissent, if any, that it may have in connection with any of the transactions contemplated by the Purchase Agreement or this Agreement and (ii) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against TCV, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Purchaser Agreement or the Notes or the consummation of the transactions contemplated hereby and thereby, including any claim (x) challenging the validity of, seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of the Board of Directors of the Company in connection with the Purchase Agreement, the Notes or the transactions contemplated thereby.

          (d) Communications. Unless required by applicable law, Stockholder shall not, and shall cause its Representatives not to, make or issue any press release, public announcement or other communication with respect to the business or affairs of the Company or TCV, including this Agreement and the Purchase Agreement and the transactions contemplated hereby and thereby, without the prior written consent of TCV. Stockholder hereby (i) consents to and authorizes the publication and disclosure by TCV and the Company of Stockholder’s identity and holding of Covered Shares, and the nature of Stockholder’s commitments, arrangements and understandings under this Agreement and any other agreements related to the transactions contemplated hereby, and any other information that TCV or the Company reasonably determines to be necessary or desirable in any press release or any other disclosure document (including the proxy statement to be filed with the Securities and Exchange Commission for the purposes of obtaining Shareholder Approval) in connection with the transactions contemplated by the Purchase Agreement and the Notes, and (ii) agrees as promptly as practicable to notify TCV of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document.

          (e) Additional Owned Shares. Stockholder hereby agrees, while this Agreement is in effect, to notify TCV promptly in writing of the number and description of any Additional Owned Shares.

          5. Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to TCV as follows:

          (a) Title. Stockholder is the sole record and beneficial owner of the shares of Company Common Stock set forth on Schedule I (the “Disclosed Owned Shares”). The Disclosed Owned Shares constitute all of the capital stock and any other equity securities of the Company owned of record or beneficially by Stockholder and its Affiliates on the date hereof and neither Stockholder nor any of its Affiliates is the beneficial owner of, or has any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any shares of Company Common Stock or any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for shares of Company Common Stock or such other equity securities, in each case other than the Disclosed Owned Shares. Stockholder has sole voting power, sole power of disposition and sole power to issue instructions with respect to the matters set forth in Sections 3 and 4 hereof and all other the matters set forth in this Agreement, in each case with respect to all of the Owned Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. Except as permitted by this Agreement, the Owned Shares and the certificates representing such shares, if any, are now, and at all times during the term hereof will be, held by Stockholder, or by a nominee or custodian for the benefit of Stockholder, free and clear of any and all liens, pledges, claims, options, proxies, voting trusts or agreements, security interests, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of the Owned Shares (other than as created by (a) this Agreement, (b) to the extent Stockholder is a party thereto, the Amended and Restated Voting Agreement between the Company and the other signatories thereto, dated as of even date herewith, and (c) to the extent Stockholder is a party thereto, the Voting Agreement between the Company and the other signatories thereto, dated as of even date herewith) (collectively, “Liens”).

          (b) Organization and Qualification. Stockholder is duly organized and validly existing in good standing under the laws of its state of organization.

          (c) Authority. Stockholder has all necessary power and authority and legal capacity to execute, deliver and perform all of Stockholder’s obligations under this Agreement, and consummate the transactions contemplated hereby, and no other proceedings or actions on the part of Stockholder (or its governing body) are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.

          (d) Due Execution and Delivery. This Agreement has been duly and validly executed and delivered by Stockholder and, assuming due authorization, execution and delivery hereof by TCV, constitutes a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms.

          (e) No Filings; No Conflict or Default. Except for applicable requirements, if any, under the Exchange Act, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity or any other person is necessary for the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby and the compliance by Stockholder with the provisions hereof. None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will (i) result in a violation or breach of, or constitute (with or without notice or lapse of

time or both) a default (or give rise to any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including, without limitation, any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Stockholder is a party or by which Stockholder or any of Stockholder’s properties or assets may be bound, (ii) violate any judgment, order, writ, injunction, decree or award of any court, administrative agency or other Governmental Entity that is applicable to Stockholder or any of Stockholder’s properties or assets, (iii) constitute a violation by Stockholder of any law or regulation of any jurisdiction, (iv) render any state takeover statute or similar statute or regulation applicable to the transaction contemplated by the Purchase Agreement or the Notes, or (v) contravene or conflict with Stockholder’s limited partnership agreement, membership agreement, articles of incorporation or bylaws or equivalent organizational documents, in each case, except for any such conflict, breach, default or violation which would not adversely effect in any material respect the ability of Stockholder to perform its obligations hereunder or consummate the transactions contemplated hereby.

          (f) No Litigation. There is no suit, claim, action, investigation or proceeding pending or, to the knowledge of Stockholder, threatened against Stockholder at law or in equity before or by any Governmental Entity that could reasonably be expected to impair the ability of Stockholder to perform its obligations hereunder or consummate the transactions contemplated hereby.

          (g) No Fees. No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Stockholder.

          (h) Receipt; Reliance. Stockholder has received and reviewed a copy of the Purchase Agreement and the Notes. Stockholder understands and acknowledges that TCV is entering into the Purchase Agreement and the Notes in reliance upon Stockholder’s execution, delivery and performance of this Agreement.

          6. Termination. The term (the “Term”) of this Agreement shall commence on the date hereof and shall terminate upon the earliest of (i) the mutual agreement of TCV and Stockholder and (ii) the conversion or payment in full of all of the Notes in accordance with their terms; provided that (A) nothing herein shall relieve any party hereto from liability for any breach of this Agreement and (B) this Section 6 and Section 8 shall survive any termination of this Agreement.

          7. No Limitation. Notwithstanding anything herein to the contrary, if Stockholder has Representatives who are directors of the Company, nothing herein shall prevent such Representatives from taking any action solely in such Representative’s capacity as a director of the Company in order to comply with such director’s fiduciary duties to the stockholders of the Company.

          8. Miscellaneous.

          (a) Entire Agreement. This Agreement (together with Schedule I) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof.

          (b) Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to consummate and make effective the transactions contemplated hereby. At the other party’s reasonable request and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further lawful action as may be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby.

          (c) No Assignment. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of Stockholder (in the case of any assignment by TCV) or TCV (in the case of an assignment by Stockholder); provided that TCV may assign its rights and obligations hereunder to an Affiliate of TCV, but no such assignment shall relieve TCV of its obligations hereunder.

          (d) Binding Successors. Without limiting any other rights TCV may have hereunder in respect of any Transfer of the Covered Shares, Stockholder agrees that this Agreement and the obligations hereunder and thereunder shall attach to the Covered Shares beneficially owned by Stockholder and its Affiliates and shall be binding upon any person to which legal or beneficial ownership of such Covered Shares shall pass, whether by operation of law or otherwise, including, without limitation, Stockholder’s heirs, guardians, administrators or successors.

          (e) Amendments. This Agreement may not be amended, changed, supplemented or otherwise modified except by an instrument in writing signed on behalf of TCV and Stockholder.

          (f) Notice. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received) (i) upon receipt, if delivered personally or by first class mail, postage pre-paid, (ii) on the date of transmission, if sent by facsimile transmission (with confirmation of receipt), or (iii) on the Business Day after dispatch, if sent by nationally recognized, documented overnight delivery service, as follows:

If to Stockholder:

At the address and facsimile number set forth on Schedule I hereto.

If to TCV:

Technology Crossover Ventures
528 Ramona Street
Palo Alto, CA 94301

Attention: Frederic Fenton
Facsimile.: (650) 614-8222

Copy to:

Latham & Watkins LLP
140 Scott Dr.
Menlo Park, CA
Attention: Peter Kerman
Facsimile No.: (650) 463-2600

or to such other address or facsimile number as the person to whom notice is given may have previously furnished to the other parties hereto in writing in the manner set forth above.

          (g) Severability. This Agreement shall be deemed severable; the invalidity, illegality or unenforceability of any term or provision of this Agreement shall not affect the validity, legality or enforceability of the balance of this Agreement or of any other term hereof, which shall remain in full force and effect. If any of the provisions hereof are determined to be invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible.

          (h) Remedies. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any such right, power or remedy by any party hereto shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

          (i) No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with such party’s obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of such party’s right to exercise any such or other right, power or remedy or to demand such compliance.

          (j) No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

          (k) Governing Law. This Agreement, and all matters arising hereunder or in connection herewith, shall be governed by, and construed in accordance with, the internal laws of the State of Minnesota without giving effect to the principles of conflict of laws.

          (l) Submission to Jurisdiction. Each party to this Agreement hereby irrevocably and unconditionally (i) consents to the submission to the exclusive jurisdiction of the courts of the State of Minnesota sitting in Minneapolis, Minnesota and the United States District Court for the District of Minnesota for any actions, suits or proceedings arising out of or relating to this Agreement or the transaction contemplated hereby, (ii) agrees not to commence any action, suit

or proceeding relating thereto except in such courts and in accordance with the provisions of this Agreement, (iii) agrees that service of any process, summons, notice or document by U.S. registered mail, or otherwise in the manner provided for notices in Section 8(f) hereof, shall be effective service of process for any such action, suit or proceeding brought against it in any such court, (iv) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action, suit or proceeding in such courts and (v) agrees not to plead or claim in any court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

          (m) Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(M).

          (n) Specific Performance. The parties hereto agree that TCV would be irreparably damaged in the event that any of the provisions of this Agreement were not performed by Stockholder in accordance with their specific terms or were otherwise breached by Stockholder, and that TCV would not have an adequate remedy at law for money damages in such event. It is accordingly agreed that TCV shall be entitled, without posting any bond or other undertaking, to specific performance and injunctive and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity.

          (o) Interpretation. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. The words “include,” “includes” and “including” shall be deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of like import. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. No provision of this Agreement shall be interpreted for or against any party hereto because that party or its legal representatives drafted the provision. The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not any particular section in which such words appear.

          (p) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

          (q) Expenses. Except as otherwise provided herein, each party hereto shall pay such party’s own expenses incurred in connection with this Agreement.

          (r) No Ownership Interest. Nothing contained in this Agreement shall be deemed, upon execution, to vest in TCV any direct or indirect ownership or incidence of ownership of or with respect to any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to Stockholder, and TCV shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct Stockholder in the voting of any of the Covered Shares, except as otherwise provided herein.

[Signature page follows.]

          IN WITNESS WHEREOF, TCV and Stockholder have caused this Agreement to be duly executed as of the day and year first above written.

TCV VII, L.P. a Cayman Islands exempted limited partnership, acting by its general partner Technology Crossover Management VII, L.P. a Cayman Islands exempted limited partnership, acting by its general partner Technology Crossover Management VII, Ltd. a Cayman Islands exempted company
By:
	Name:	Frederic D. Fenton
	Title:	Attorney in Fact
TCV VII (A), L.P. a Cayman Islands exempted limited partnership, acting by its general partner Technology Crossover Management VII, L.P. a Cayman Islands exempted limited partnership, acting by its general partner Technology Crossover Management VII, Ltd. a Cayman Islands exempted company
By:
	Name:	Frederic D. Fenton
	Title:	Attorney in Fact

[Signature page to Support Agreement]

[STOCKHOLDER]
 

Name:  

Title:  

[Signature page to Support Agreement]

SCHEDULE I

	Number of Shares of
	Company Common Stock
Name and Contact Information for Stockholder	Beneficially Owned
[Stockholder] [Address]		[__________]

EX-10.6

EXHIBIT 10.6

INVESTOR RIGHTS AGREEMENT

     This Investor Rights Agreement (the “Agreement”) is made as of December 4, 2009 (the “Effective Date”), by and among Xata Corporation, a Minnesota corporation (the “Company”) and each of those persons and entities, severally and not jointly, listed on the Schedule of Investors attached as Exhibit A hereto (each, an “Investor” and collectively, the “Investors”).

     Reference is made to the Note Purchase Agreement (the “Note Purchase Agreement”), dated as of the date hereof, by and among the Company and the Investors.

AGREEMENT

     In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and each Investor (severally and not jointly) hereby agree as follows:

SECTION 1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Note Purchase Agreement shall have the meanings given such terms in the Note Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any investment fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

“Conversion Date” means the time immediately prior to the close of business on the date a Conversion Event (as defined in the Notes) occurs.

“Investor Shares” means the shares of Series G Preferred Stock and/or Common Stock of the Company held by the Investors and their Affiliates on any given date (calculated on an as-converted to Common Stock basis). Attached hereto as Exhibit B is a list of the Investor Shares that will be held by the Investors and their Affiliates immediately following the Conversion Date, assuming that no adjustment shall have been made to the Conversion Price (as defined in the Notes) between the date hereof and the Conversion Date.

“Notes” means the Senior Mandatorily Convertible Promissory Notes issued by the Company to the Investors pursuant to the Note Purchase Agreement.

“Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

“Preferred Stock” means the Preferred Stock of the Company.

“Series G Preferred Stock” means the Preferred Shares of the Company to be issued upon conversion of the Notes.

“TCV” means TCV VII, L.P., TCV VII (A), L.P. and TCV Member Fund, L.P.

“Turnpike Purchase Agreement” means the Equity Purchase Agreement, dated as of December 4, 2009, entered into by the Company and certain other parties thereto relating to the purchase by the Company of substantially all equity ownership interests in both Turnpike Global Technologies Inc. and Turnpike Global Technologies LLC.

SECTION 2. Right of First Refusal

     2.1 Subsequent Offerings. Each Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 2.4 hereof. Each Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares of Common Stock issuable upon conversion of the Preferred Stock or exercise of any outstanding warrants or options) of which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities (including, in the case of an issuance prior to the Conversion Date, the number of shares of Common Stock that would be issuable upon conversion of the Series G Preferred Stock immediately following the Conversion Date) to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issuable upon conversion of the Preferred Stock or exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities (including, in the case of an issuance prior to the Conversion Date, the number of shares of Common Stock that would be issuable upon conversion of the Series G Preferred Stock immediately following the Conversion Date). The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

     2.2 Exercise of Rights. If the Company proposes to issue any Equity Securities in a public offering or a private placement, the Company shall give each Investor written notice of its intention, describing the Equity Securities, the price and the terms and conditions upon which the Company proposes to issue the same. Each Investor shall have 20 days from the giving of such notice to agree to purchase its pro rata share of the Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased. Such exercise of rights may be made contingent upon a minimum number of shares being purchased in such transaction. In the event of any exercise of the rights of any Investor under this Section 2, the Company shall use its reasonable best efforts to take such actions and obtain such approvals (including any shareholder, stock exchange or regulatory approvals) as may be necessary to permit the issuance of such Equity Securities to such Investor in compliance with applicable laws, rules and regulations.

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     2.3 Transfer of Rights of First Refusal. The rights of first refusal of each Investor under this Section 2 may be transferred to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 9.7 of the Note Purchase Agreement. Without limiting the foregoing, upon receipt from the Company of the notice called for by Section 2.2, the Investors shall be entitled to apportion among themselves and their Affiliates, in such proportions as they deem appropriate, the rights of first refusal granted to them by this Section 2 with respect to the proposed issuance covered by such notice; provided, however, that a right of first refusal under this Section 2 may not be apportioned to any Person that is not an institutional accredited investor and the Investors must comply with all federal and state securities laws in making such apportionment.

     2.4 Excluded Securities. The rights of first refusal established by this Section 2 shall have no application to any of the following Equity Securities:

          (a) shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights issued or to be issued after the date of execution of this Agreement to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other compensatory arrangements that are approved by the Board of Directors;

          (b) stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement;

          (c) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination;

          (d) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company; and

          (e) any Equity Securities issued by the Company pursuant to the terms of the Note Purchase Agreement, the Notes or the Turnpike Purchase Agreement (including, without limitation, any Equity Securities issued upon exercise, exchange or conversion of any such Equity Securities).

     2.5 Termination of Rights of First Refusal. The rights of first refusal of the Investors under this Section 2 shall terminate on the earlier of (i) the repayment in full of the Notes in accordance with their terms in the event that the Conversion Date does not occur and (ii) the date the total number of Investor Shares comprises less than 25% of the total number of Investor Shares as of immediately following the Conversion Date.

SECTION 3. Special Voting Rights

          3.1 Special Voting Rights. For so long as the total number of Investor Shares comprises at least 30% of the total number of Investor Shares as of immediately following the Conversion Date, the Company shall not at any time after the Conversion Date, without first obtaining the approval of holders of a majority in interest of the Investor Shares on such date:

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          (a) enter into a transaction with an affiliated or interested party except upon terms not less favorable to the Company than it could obtain in a comparable arm’s-length transaction with an unaffiliated or disinterested third party; or

          (b) issue or sell, or be deemed to have issued or sold, Common Stock for an Effective Price (as defined below) less than the then-current Fair Market Value (as defined below) of the Company’s Common Stock.

               (i) For the purposes of this section 3.1, the “Fair Market Value” of the Company’s Common Stock shall mean:

                    (1) If the Company’s Common Stock is traded on a securities exchange (which shall include the Nasdaq Stock Market), the value shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the 30 day period ending on the date prior to the closing of the sale and issuance of the shares of Common Stock;

                    (2) If the Company’s Common Stock is traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever are applicable) over the 30 day period ending on the date prior to the closing of the sale and issuance of the Equity Securities; and

                    (3) If there is no public market for the Company’s Common Stock, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

               (ii) For the purposes of this Section 3.1, if the Company issues or sells (x) Preferred Stock or other stock, options, warrants, purchase rights or other securities convertible into shares of Common Stock (such convertible stock or securities being herein referred to as “Convertible Securities”) or (y) rights or options for the purchase of Common Stock or Convertible Securities and if the Effective Price (as defined below) of such shares of Common Stock is less than the then-current Fair Market Value, in each case the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities.

               (iii) For the purposes of this Section 3.1 the “Effective Price” of the Common Stock shall mean the quotient determined by dividing the total number of shares of Common Stock issued or sold, or deemed to have been issued or sold by the Company under this Section 3.1, into the Aggregate Consideration received, or deemed to have been received by the Company for such issue under this section, for such shares of Common Stock. In the event that the number of shares of Common Stock or the Effective Price cannot be ascertained at the time of issuance, such shares of Common Stock shall be deemed to have an Effective Price below the then-current Fair Market Value. The “Aggregate Consideration” received by the Company for any issue or sale of securities shall be defined as: (A) to the extent it consists of cash, be computed at the gross amount of cash received by the Company before deduction of any

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underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issue or sale and without deduction of any expenses payable by the Company, (B) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in good faith by the Board, and (C) if shares of Common Stock, Convertible Securities (as defined below) or rights or options to purchase either shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such shares of Common Stock, Convertible Securities or rights or options.

               (iv) The provisions of Section 3.1 shall not apply to issuances of:

                    (1) shares of Common Stock issued (or deemed to have been issued) upon conversion of the Company’s Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock or the Notes, or exercise of the warrants issued in connection with (A) the original issuance of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, or Series E Preferred Stock or (B) the conversion of the Notes;

                    (2) shares of Common Stock or Convertible Securities issued to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board provided that, (A) such options were granted with an exercise price equal to or greater than the then-current fair market value (as “fair market value” is defined in the relevant plan) or (B) such shares were issued pursuant to a IRC 423 plan with an exercise price equal to or greater than 85% of the then-current fair market value (as such “fair market value” is defined in the relevant plan);

                    (3) shares of Common Stock issued pursuant to the exercise of Convertible Securities outstanding as of the date of this Agreement; and

                    (4) shares of Common Stock or Convertible Securities issued (A) pursuant to the Turnpike Purchase Agreement or (B) for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board.

SECTION 4. Company Covenants

     4.1 Termination and Election of President or Chief Executive Officer. Prior to any termination of the employment of the Company’s President and/or Chief Executive Officer or any selection of a new President and/or Chief Executive Officer, the Company agrees to consult, in good faith, with TCV on matters relating to such termination or the selection of the Company’s next President and/or Chief Executive Officer.

     4.2 Director and Officer Insurance. After the Conversion Date, the Company shall maintain in full force and effect director and officer liability insurance in the amount of no less than $10,000,000 on commercial terms that are consistent with the prevailing terms of director

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and officer liability insurance in effect at similarly situated companies whose capital stock is traded on The NASDAQ Stock Market.

SECTION 5. Information Rights

     5.1 Basic Financial Information and Reporting. From and after the Conversion Date, for so long as the total number of Investor Shares comprises at least 25% of the total number of Investor Shares as of immediately following the Conversion Date:

          (a) As soon as practicable after the end of each fiscal year of the Company, and in any event within 90 days thereafter, the Company will furnish to TCV a copy of its Annual Report on Form 10-K, or if such report is not available, a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company’s Board of Directors.

          (b) The Company will furnish to TCV, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 days thereafter, a copy of its Quarterly Report on Form 10-Q, or if such report is not available, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.

          (c) The Company will furnish to TCV: (i) at least 30 days prior to the beginning of each fiscal year an annual budget, business plans for such fiscal year (and as soon as available, any subsequent updates thereto in the event of any material changes to such budget, business plan or financial forecast); and (ii) as soon as practicable after the end of each month, and in any event within 30 days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.

          5.2 Inspection Rights. From and after the Conversion Date, for so long as the total number of Investor Shares comprises at least 25% of the total number of Investor Shares as of immediately following the Conversion Date, TCV shall have the right to visit and inspect any of the properties of the Company or any of its subsidiaries, and to discuss the affairs, finances and accounts of the Company or any of its subsidiaries with its officers, and to review such information as is reasonably requested all at such reasonable times and as often as may be reasonably requested.

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SECTION 6. [Reserved]

SECTION 7. Notices. All notices required in connection with this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) one business day after the date of confirmed transmission by facsimile, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one business day after the business day of deposit with a nationally recognized overnight courier, specifying next day delivery, freight prepaid, with written notification of receipt, and addressed as follows:

          (a) if to the Company, to:

XATA Corporation
965 Prairie Center Drive
Eden Prairie, MN 55344
Attention: Chief Financial Officer
Facsimile: 952-641-5848

with a copy to:

Faegre & Benson LLP
2200 Wells Fargo Center
Minneapolis, MN 55402
Attention: Michael Coddington
Facsimile: (612) 766-1600

     or to such other person at such other place as the Company shall designate to the Investors in accordance with this Section 11; and

          (b) if to TCV, to:

Technology Crossover Ventures
528 Ramona Street
Palo Alto, CA 94301
Attention: Frederic Fenton
Facsimile.: (650) 614-8222

with a copy to:

Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025

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Attention: Peter Kerman
Facsimile: (650) 463-2600

          (c) if to an Investor, at the address as set forth below such Investor’s name on the Schedule of Investors, or at such other address or addresses as may have been furnished to the Company in accordance with this Section 11, with a copy to:

Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025
Attention: Peter Kerman
Facsimile: (650) 463-2600

SECTION 8. Miscellaneous

     8.1 Waivers and Amendments. Neither this Agreement nor any provision hereof may be changed, waived, discharged, terminated, modified or amended except upon the written consent of the Company and (i) prior to the Conversion Date, holders of at least a majority of the then outstanding principal amount of Notes then held by Investors, or (ii) after the Conversion Date, holders of at least a majority of the Series G Preferred Stock (including any shares of Common Stock issued upon conversion of the Series G Preferred Stock) then held by Investors and their Affiliates. No failure to exercise, nor any delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver of any right or remedy hereunder on any one occasion by a party hereto shall not be construed as a bar to any right or remedy which such party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.

     8.2 Headings; Interpretation. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement. For the purposes hereof: (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and paragraph references are to the Sections and paragraphs in this Agreement unless otherwise specified; and (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified. With regard to each and every term and condition of this Agreement, the parties hereto understand and agree that the same have or has been mutually negotiated, prepared and drafted, and if at any time the parties hereto desire or are required to interpret or construe any such term or condition, no consideration will be given to the issue of which party hereto actually prepared, drafted or requested any term or condition of this Agreement.

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     8.3 Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

     8.4 Governing Law.

     (a) This Agreement shall be governed by and construed in accordance with the corporate laws of the State of Minnesota and, with respect to matters of law other than corporate law, the laws of the State of Minnesota as applied to contracts entered into and performed entirely in Minnesota by Minnesota residents, without regard to conflicts of law principles.

     (b) Waiver of Jury Trial. EACH PARTY HERETO, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

     8.5 Specific Performance. The Investors and the Company agree that irreparable damage would occur and that the Investors and the Purchaser, as applicable, would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Investors and the Company agree that the Company and the Investors, as applicable, shall without the necessity of proving the inadequacy of money damages or posting a bond be entitled to seek an injunction or injunctions to prevent breaches of hereof and to enforce specifically the terms, provisions and covenants contained herein, this being in addition to any other remedy to which they are entitled at law or in equity.

     8.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.

     8.7 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned, in whole or in part, by the Company without the prior written consent of (i) prior to the Conversion Date, holders of at least a majority of the then outstanding principal amount of Notes then held by Investors, or (ii) after the Conversion Date, holders of at least a majority of the Series G Preferred Stock (including any shares of Common Stock issued upon conversion of the Series G Preferred Stock) then held by Investors and their Affiliates.

     8.8 Entire Agreement. This Agreement, the Note Purchase Agreement, the Notes and other documents delivered pursuant hereto and thereto, including the exhibits, constitute the

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full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof and all prior negotiations, writings and understandings relating to the subject matter of this Agreement, including the letter of intent executed on October 30, 2009 between the Company and TCV, are merged in and are superseded and canceled by this Agreement, the Investor Rights Agreement, the Notes and the other documents delivered pursuant hereto or thereto. This Agreement is not intended to confer upon any person not a party hereto (or their successors and permitted assigns) any rights or remedies hereunder.

     8.9 Rights of Holders. Each party to this Agreement shall have the absolute right to exercise or refrain from exercising any right or rights that such party may have by reason of this Agreement, including the right to consent to the waiver or modification of any obligation under this Agreement, and such party shall not incur any liability to any other party or other holder of any securities of the Company as a result of exercising or refraining from exercising any such right or rights.

     8.10 Fees and Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

     8.11 Confidentiality. Each Investor covenants that it will maintain in confidence the receipt and content of any notice, or request for consent, waiver or approval, received thereby pursuant to the terms of this Agreement or the registration rights provisions of the Note Purchase Agreement, until such information (a) becomes generally publicly available other than through a violation of this provision by any Investor or its agents or (b) is required to be disclosed in legal proceedings (such as by deposition, interrogatory, request for documents, subpoena, civil investigation demand, filing with any governmental authority or similar process); provided, however, that before making any disclosure in reliance on this Section 8.9, the Investor will give the Company at least 15 days prior written notice (or such shorter period as required by law) specifying the circumstances giving rise thereto and the Investor will furnish only that portion of the non-public information which is legally required and will exercise its reasonable best efforts to ensure that confidential treatment will be accorded any non-public information so furnished; provided, further, that notwithstanding each Investor’s agreement to keep such information confidential, each Investor makes no such acknowledgement that any such information is material, non-public information.

[Signature page follows.]

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          In Witness Whereof, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

COMPANY:

XATA CORPORATION

By:	/s/ Wesley C. Fredenburg Wesley C. Fredenburg
	Secretary and General Counsel

[Investor Rights Agreement]

INVESTORS:

TCV VII, L.P.
a Cayman Islands exempted limited partnership,
acting by its general partner

Technology Crossover Management VII, L.P.
a Cayman Islands exempted limited partnership,
acting by its general partner

Technology Crossover Management VII, Ltd.
a Cayman Islands exempted company

By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Attorney in Fact

TCV VII (A), L.P.
a Cayman Islands exempted limited partnership,
acting by its general partner

Technology Crossover Management VII, L.P.
a Cayman Islands exempted limited partnership,
acting by its general partner

Technology Crossover Management VII, Ltd.
a Cayman Islands exempted company

By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Attorney in Fact

TCV Member Fund, L.P.
a Cayman Islands exempted limited partnership,
acting by its general partner

Technology Crossover Management VII, Ltd.
a Cayman Islands exempted company

By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Attorney in Fact

[Investor Rights Agreement]

EXHIBIT A
SCHEDULE OF INVESTORS

Purchaser

TCV VII, L.P.
Technology Crossover Ventures
528 Ramona Street
Palo Alto, CA 94301
Attention: Frederic Fenton
Facsimile.: (650) 614-8222

TCV VII (A), L.P.
Technology Crossover Ventures
528 Ramona Street
Palo Alto, CA 94301
Attention: Frederic Fenton
Facsimile.: (650) 614-8222

TCV Member Fund, L.P.
Technology Crossover Ventures
528 Ramona Street
Palo Alto, CA 94301
Attention: Frederic Fenton
Facsimile.: (650) 614-8222

EXHIBIT B
SCHEDULE OF INVESTOR SHARES

Investor (or affiliate thereof)	Series G Shares		Total Investor Shares
TCV VII, L.P.		5,996,276		5,996,276
TCV VII (A), L.P.		3,114,008		3,114,008
TCV Member Fund, L.P.		56,382		56,382

EX-10.7

EXHIBIT 10.7

XATA CORPORATION

INDEMNIFICATION AGREEMENT

     This Indemnification Agreement (“AGREEMENT”) is entered into as of December 4, 2009 by and among (i) XATA Corporation, a Minnesota corporation (the “Company”); and (ii) TCV VII, L.P., a Cayman Islands exempted limited partnership and TCV VII(A), L.P., a Cayman Islands exempted limited partnership, TCV Member Fund, L.P., a Cayman Islands exempted limited partnership (each, a “TCV Entity,” and together, the “TCV Entities”; collectively with each of such TCV Entity’s Affiliated Persons, as defined below, the “Indemnitees”).

RECITALS

     A. Although nothing contained in this Agreement shall be construed or purported to acknowledge that the TCV Entities are controlling persons of the Company, the TCV Entities may be subject to liability by reason of their status (or alleged status) as controlling persons of the Company.

     B. The Company and the TCV Entities recognize the continued difficulty in obtaining liability insurance for its controlling persons, fiduciaries and other agents and affiliates, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance.

     C. The Company and the TCV Entities further recognize the substantial increase in corporate litigation in general, subjecting controlling persons, fiduciaries and other agents and affiliates to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited.

     D. The current protection available to controlling persons, fiduciaries and other agents and affiliates of the Company may not be adequate under the present circumstances, and controlling persons, fiduciaries and other agents and affiliates of the Company (or persons who may be alleged or deemed to be the same), including the Indemnitees, may not be willing to continue to serve or be associated with the Company in such capacities without additional protection.

     E. The Company (i) desires to attract and retain the involvement of highly qualified venture capital investors, such as the TCV Entities, to invest and be associated with the Company, and (ii) accordingly, wishes to provide for the indemnification and advancement of expenses to the TCV Entities and the Indemnitees to the maximum extent permitted by law.

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     NOW, THEREFORE, the Company and each TCV Entity hereby agrees as follows:

     1. Indemnification.

          (a) Indemnification of Expenses. The Company shall indemnify and hold harmless each TCV Entity and all of such TCV Entity’s Affiliated Persons (as defined below) to the fullest extent permitted by law if any such Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that such Indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (hereinafter a “Claim”) by reason of (or arising in part out of) any event or occurrence related to the fact that Indemnitee is or was (or is alleged to be or to have been) a controlling person, fiduciary or other agent or affiliate of the Company, or any subsidiary of the Company, or is or was (or is alleged to be or to have been) serving at the request of the Company as a controlling person, fiduciary or other agent or affiliate of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of such Indemnitee while serving (or allegedly serving) in such capacity, including, without limitation, under the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other federal or state statutory law or regulation, at common law or otherwise, which relate directly or indirectly (i) to the registration, purchase, sale or ownership of any securities of the Company, (ii) to any fiduciary obligation owed with respect to the Company and its stockholders or (iii) to any Securities Claim (as defined herein) (hereinafter an “Indemnification Event”), in any such case against any and all losses, claims, damages, expenses and liabilities, joint or several (including attorneys’ fees and all other costs, expenses and obligations incurred in connection with investigating, defending a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation) related to any such Claim, judgments, fines, penalties and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) of any such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (any and all of the foregoing being referred to hereafter as “Expenses”), including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses. Such payment of Expenses shall be made by the Company as soon as practicable but in any event no later than ten (10) days after written demand by the Indemnitee therefor is presented to the Company.

          (b) Reviewing Party. Notwithstanding the foregoing,(i) the obligations of the Company under Section 1(a) shall be subject to the condition that the Reviewing Party (as defined in Section 10(f) hereof) shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 1(c) hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an advance payment of Expenses to Indemnitee pursuant to Section 2(a) (an “Expense Advance”) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so

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indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitees’ obligation to reimburse the Company for any Expense Advance shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control (as defined in Section 10(d) hereof), the Reviewing Party shall be selected by the Board of Directors with the approval of the Indemnitee (which approval shall not be unreasonably withheld), and if there has been such a Change in Control (other than a Change in Control (i) which has been approved by a majority of the Company’s Board of Directors prior to such Change in Control and (ii) following which a majority of the Board of Directors of the Company is comprised of directors who were directors of the Company immediately prior to the Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 10(e) hereof subject to the approval of the Indemnitee (which approval shall not be unreasonably withheld). If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

          (c) Contribution. If the indemnification provided for in Section 1(a) above for any reason is held by a court of competent jurisdiction to be unavailable to an Indemnitee in respect of any losses, claims, damages, expenses or liabilities referred to therein, then the Company, in lieu of indemnifying such Indemnitee thereunder, shall contribute to the amount paid or payable by such Indemnitee as a result of such losses, claims, damages, expenses or liabilities in such proportion as is appropriate to reflect the relative benefits received by the Company and the Indemnitees or, in connection with the registration of the Company’s securities, the relative fault of the Company and any Indemnitee, which shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

     The Company and each Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 1(c) were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. In connection with the registration of the Company’s securities, in no event shall an Indemnitee be required to contribute any amount under this Section 1(c) in excess of the aggregate dollar amount by which the net proceeds actually received by such Indemnitee from the sale of the securities sold under such registration

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statement by such Indemnitee exceeds the amount of any other losses, expenses, settlements, damages, claims and liabilities that such Indemnitee has been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission or violation. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation.

          (d) Survival Regardless of Investigation. The indemnification and contribution provided for in this Section 1 will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnitees or any officer, director, employee, agent or controlling person of the Indemnitees.

          (e) Change in Control. The Company agrees that if there is a Change in Control (as defined below) of the Company (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control) then, with respect to all matters thereafter arising concerning the rights of any Indemnitee to payments of Expenses under this Agreement or any other agreement or under the Company’s Restated Articles of Incorporation or Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(e) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitees as to whether and to what extent Indemnitees would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

          (f) Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 8 hereof, to the extent that an Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any action, suit, proceeding, inquiry or investigation referred to in Section (1)(a) hereof or in the defense of any claim, issue or matter therein, such Indemnitee shall be indemnified against all Expenses incurred by such Indemnitee in connection therewith.

     2. Expenses; Indemnification Procedure.

          (a) Advancement of Expenses. The Company shall advance all Expenses incurred by any Indemnitee. The advances to be made hereunder shall be paid by the Company to the Indemnitee as soon as practicable but in any event no later than ten (10) days after written demand by such Indemnitee therefor to the Company.

          (b) Notice/Cooperation by Indemnitees. Each Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification will or could be sought under this Agreement. In addition, each Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power.

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          (c) No Presumptions; Burden of Proof. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that any Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether an Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that the Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that the Indemnitee should be indemnified under applicable law, shall be a defense to the Indemnitee’s claim or create a presumption that the Indemnitee has not met any particular standard of conduct or did not have any particular belief. In connection with any determination by the Reviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the Company to establish that the Indemnitee is not so entitled.

          (d) Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of each Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

          (e) Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that, (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such Claim at the Indemnitee’s expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

     3. Additional Indemnification Rights; Nonexclusivity.

          (a) Scope. The Company hereby agrees to indemnify each Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be

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specifically authorized by the other provisions of this Agreement, the Company’s Articles of Incorporation, the Company’s Bylaws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Minnesota corporation to indemnify a controlling person, agent or fiduciary, it is the intent of the parties hereto that each Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Minnesota corporation to indemnify a controlling person, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder except as set forth in Section 8(a) hereof.

          (b) Nonexclusivity. The indemnification provided by this Agreement shall be in addition to any rights to which any Indemnitee may be entitled under the Company’s Articles of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested directors, the general corporation law of the State of Minnesota, Section 9.5 of the Purchase Agreement (as defined below) or otherwise. The indemnification provided under this Agreement shall continue as to each Indemnitee for any action such Indemnitee took or did not take while serving in an indemnified capacity even though the Indemnitee may have ceased to serve in such capacity.

     4. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against any Indemnitee to the extent such Indemnitee has otherwise actually received payment (under any insurance policy, Articles of Incorporation, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.

     5. Partial Indemnification. If any Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for any portion of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which such Indemnitee is entitled.

     6. Mutual Acknowledgment. The Company and each Indemnitee acknowledge that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its controlling persons, fiduciaries or other agents or affiliates under this Agreement or otherwise. Each Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s rights under public policy to indemnify the Indemnitees.

     7. Liability Insurance. To the extent the Company maintains liability insurance applicable to directors, officers, employees, control persons, fiduciaries or other agents and affiliates, each Indemnitee shall be covered by such policies in such a manner as to provide to the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, officers, employees, controlling persons, fiduciaries or other agents or affiliates.

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     8. Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of the this Agreement:

          (a) Excluded Action or Omissions. To indemnify any Indemnitee for any intentional malfeasance by the Indemnitee or any act undertaken by the Indemnitee where the Indemnitee did not act in good faith believing the Indemnitee was acting in the best interests of the Company, or for any other acts, omissions or transactions from which the Indemnitee may not be relieved of liability under applicable law;

          (b) Claims Initiated by Indemnitee. To indemnify or advance expenses to any Indemnitee with respect to Claims initiated or brought voluntarily by such Indemnitee and not by way of defense, except (i) with respect to actions or proceedings to establish or enforce a right to indemnify under this Agreement or any other agreement or insurance policy or under the Company’s Articles of Incorporation or Bylaws now or hereafter in effect relating to Claims for Indemnification Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 302A.521 of the Minnesota Business Corporations Act, regardless of whether such Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be;

          (c) Lack of Good Faith. To indemnify any Indemnitee for any expenses incurred by such Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous;

          (d) Claims under Purchase Agreement. To indemnify any Indemnitee for breaches of representations, warranties or obligations of the Indemnitees made under Section 2 and Section 5 of that certain Note Purchase Agreement dated December [___], 2009 (the “Purchase Agreement”) or for breaches of any obligations of the Indemnitees under Sections 9.2, 9.3, 9.4, 9.5 and 9.6 of the Purchase Agreement;

          (e) Willful Misconduct. To indemnify any Indemnitee for any losses that are finally judicially determined to have resulted primarily from the willful misconduct of the Indemnitee in which the Indemnitee did not in good faith believe he or she was acting in the best interests of the Company; or

          (f) Claims Under Section 16(b). To indemnify any Indemnitee for expenses and the payment of profits arising from the purchase and sale by such Indemnitee of securities in violation of Section 16(b) of the Exchange Act or any similar successor statute.

     9. Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against any Indemnitee, such Indemnitee’s estate, spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a

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legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.

     10. Construction of Certain Phrases.

          (a) For the purposes of this Agreement, an “Affiliated Person” of an Indemnitee shall include any director, officer, employee, controlling person (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended), agent or fiduciary of the Indemnitee, any stockholder of the Company for whom Indemnitee serves as a director, officer, employee, controlling person, agent or fiduciary, and any partnership, corporation, limited liability company, association, joint stock company, trust or joint venture controlling, controlled by or under common control with such a stockholder. For these purposes, “control” means the possession, directly or indirectly, of the power to direct management and policies of a person or entity, whether through the ownership of voting securities, contract or otherwise.

          (b) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its agents, fiduciaries and other Affiliated Persons, so that if Indemnitee is or was an agent, control person, fiduciary or an Affiliated Person of such constituent corporation, or is or was serving at the request of such constituent corporation as a control person, agent or fiduciary or another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, such Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as such Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

          (c) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on any Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as an agent or fiduciary of the Company which imposes duties on, or involves services by, such agent, fiduciary or other Affiliated Person with respect to an employee benefit plan, its participants or its beneficiaries; and if any Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, such Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

          (d) For purposes of this Agreement a “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term in used in Sections 13(d) and 14(d) of the Exchange Act, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, (A) who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company’s then outstanding Voting Securities, increases his beneficial ownership of such securities by 5% or more over the

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percentage so owned by such person, or (B) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 60% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

          (e) For purposes of this Agreement, “Independent Legal Counsel” shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 1(b) hereof, who shall not have otherwise performed services for the Company or any Indemnitee within the last three years (other than with respect to matters concerning the right of any Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

          (f) For purposes of this Agreement, a “Reviewing Party” shall mean any appropriate person or body consisting of a member or members of the Company’s Board of Directors or any other person or body appointed by the Board of Directors who is not a party to the particular Claim for which an Indemnitee is seeking indemnification, or Independent Legal Counsel.

          (g) For purposes of this Agreement, “Voting Securities” shall mean any securities of the Company that vote generally in the election of directors.

          (h) For purpose of this Agreement, “Securities Claim” means any Claim related to Indemnitees’ actions or omissions (or alleged actions or omissions) in connection with the acquisition of the Notes (as defined in the Purchase Agreement), or the acquisition or warrants to purchase Common Stock and the acquisition of shares of Series G Preferred Stock upon the conversion of the Notes, or in connection with any other securities issuance by the Company.

     11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original.

     12. Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation

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or otherwise to all or substantially all of the business and/or assets of the Company (and the Company may assign its rights and obligations in connection with any such transaction without the consent of any Indemnitee), spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to each Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnification Events regardless of whether any Indemnitee continues to serve as an agent, controlling person, or fiduciary of the Company or of any other enterprise at the Company’s request.

     13. Attorneys’ Fees. In the event that any action is instituted by an Indemnitee under this Agreement or under any liability insurance policies maintained by the Company to enforce or interpret any of the terms hereof or thereof, any Indemnitee shall be entitled to be paid all Expenses incurred by such Indemnitee with respect to such action, regardless of whether such Indemnitee is ultimately successful in such action, and shall be entitled to the advancement of Expenses with respect to such action, unless, as a part of such action, a court of competent jurisdiction over such action determines that each of the material assertions made by such Indemnitee as a basis for such action was not made in good faith or was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to be paid all Expenses incurred by such Indemnitee in defense of such action (including Expenses incurred with respect to Indemnitee counterclaims and cross-claims made in such action), and shall be entitled to the advancement of Expenses with respect to such action, unless, as a part of such action, a court having jurisdiction over such action determines that each of such Indemnitee’s material defenses to such action was made in bad faith or was frivolous.

     14. Notice. All notices and other communications required or permitted hereunder shall be in writing and shall be effective upon the earlier of receipt or (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid, or (d) one business day after the day of delivery by facsimile transmission, if deliverable by facsimile transmission, with copy by first class mail, postage prepaid, and shall be addressed if to an Indemnitee at the Indemnitee’s address as set forth beneath the Indemnitee’s signature to this Agreement, and if to the Company at the address of its principal corporate offices (attention: Chief Executive Officer) or at such other address as such party may designate by ten days’ advance written notice to the other party hereto.

     15. Consent to Jurisdiction. The Company and each Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Minnesota for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted and continued only in the courts of the State of Minnesota in and for Hennepin County, which shall be the exclusive and only proper forum for adjudicating such a claim.

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     16. Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitations, each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

     17. Choice of Law. This Agreement shall be governed by and its provisions construed and enforced in accordance with the laws of the State of Minnesota, as applied to contracts between Minnesota residents, entered into and to be performed entirely within the State of Minnesota, without regard to the conflict of laws principles thereof.

     18. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of each Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suite to enforce such rights.

     19. Third Party Beneficiaries. Each Indemnitee is an intended third party beneficiary of this Agreement.

     20. Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by all parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

     21. Integration and Entire Agreement. This Agreement and the Purchase Agreement set forth the entire understanding between the parties hereto with respect to the subject matter hereof.

[Signature pages follow.]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

COMPANY XATA CORPORATION a Minnesota corporation
By:	/s/ Wesley C. Fredenburg
	Name:	Wesley C. Fredenburg
	Title:	General Counsel and Secretary

Address: 965 Prairie Center Drive, Eden Prairie, MN 55344

[Investor Indemnification Agreement]

TCV ENTITIES TCV VII, L.P. a Cayman Islands exempted limited partnership, acting by its general partner Technology Crossover Management VII, L.P. a Cayman Islands exempted limited partnership, acting by its general partner Technology Crossover Management VII, Ltd. a Cayman Islands exempted company
By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Attorney in Fact

TCV VII (A), L.P. a Cayman Islands exempted limited partnership, acting by its general partner Technology Crossover Management VII, L.P. a Cayman Islands exempted limited partnership, acting by its general partner Technology Crossover Management VII, Ltd. a Cayman Islands exempted company
By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Attorney in Fact

TCV Member Fund, L.P. a Cayman Islands exempted limited partnership, acting by its general partner Technology Crossover Management VII, Ltd. a Cayman Islands exempted company
By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Attorney in Fact

[Investor Indemnification Agreement]

EX-10.8

EXHIBIT 10.8

XATA CORPORATION

AMENDED AND RESTATED VOTING AGREEMENT

     This Amended and Restated Voting Agreement (the “Agreement”) is made as of the 4^th day of December, 2009, by and among Xata Corporation, a Minnesota corporation (the “Company”), funds associated with Trident Capital, Inc. (collectively, “Trident”), and those certain holders of the Company’s Common Stock listed on Exhibit A hereto (the “Major Stockholders” and together with Trident, each a “Stockholder” and collectively, the “Stockholders”).

     This Agreement amends and restates the Amended and Restated Voting Agreement by and among the same parties dated September 7, 2005, and said 2005 Voting Agreement is superseded and replaced by this Agreement. Terms used but not defined herein have the meanings given to them in the Note Purchase Agreement (as defined below).

WITNESSETH

     Whereas, the Major Stockholders are the beneficial owners of shares of the Common Stock of the Company (the “Major Stockholders Stock”);

     Whereas, Trident holds shares of the Company’s Series B Preferred Stock (the “Series B Preferred Stock”) and related warrants to purchase Common Stock (the “B Warrants”), pursuant to that certain Common Stock Warrant and Series B Preferred Stock Purchase Agreement (the “Series B Purchase Agreement”) dated December 6, 2003;

     Whereas, Trident also holds shares of the Company’s Series C Preferred Stock, Series D Preferred Stock and Series F Preferred Stock (the “Other Preferred Stock”) and related warrants to purchase Common Stock (the “Other Trident Warrants”);

     Whereas, concurrently herewith, Trident shall receive Notes that, following the occurrence of a Conversion Event, will be convertible into shares of a newly created series of preferred stock of the Company (the “Series G Preferred Stock”) and warrants (the “G Warrants”) to purchase shares of Common Stock, pursuant to that certain Note Purchase Agreement, dated of even date herewith, by and among Trident, certain funds affiliated with Technology Crossover Ventures (collectively, “TCV”), GW 2001 Fund, L.P., and the Company (the “Note Purchase Agreement”); and

     Whereas, the obligations in the Note Purchase Agreement are conditioned upon the execution and delivery of a voting agreement in the form of this Agreement.

     Now, Therefore, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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AGREEMENT

1. Voting.

     1.1 Covered Shares. The Major Stockholders each agree to hold all Covered Shares subject to, and to vote the Covered Shares in accordance with, the provisions of this Agreement. For purposes of this Agreement, “Covered Shares” shall mean all shares of voting capital stock of the Company (including but not limited to the Major Stockholders Stock) registered in the Major Stockholders’ respective names or beneficially owned by them as of the date hereof and any and all other equity securities of the Company legally or beneficially acquired by each of the Major Stockholders after the date hereof; provided, however, in the event it is determined that Trident or an affiliate of Trident has beneficial ownership of the Covered Shares by virtue of this Agreement or otherwise and, if added to all other shares of capital stock of the Company, if any, as to which Trident or an affiliate of Trident has beneficial ownership (the “Other Trident Shares”), Trident would be determined to exercise or direct the exercise of a new range of voting power within any of the ranges specified in Section 302A.671, subdivision 2, paragraph (d) of the Minnesota Business Corporation Act (a “New Voting Power Range”), then the number of Covered Shares subject to this Agreement shall automatically be reduced, without further action by, or on behalf of, Trident, the Company or the Stockholders, on a pro rata basis with any Other Trident Shares that are subject to any other agreement or arrangement deemed to give Trident beneficial ownership thereof (an “Other Agreement”) (x) first, as to the shares of voting capital stock of the Company issuable upon exercise of warrants (“Company Warrants”) held by the Major Stockholders and any stockholders party to Other Agreements (with the effect that such Company Warrants and any shares of voting capital stock of the Company issuable or issued upon exercise of such Company Warrants shall not be subject to the provisions of this Agreement or the Other Agreements, as applicable), until the remaining Covered Shares subject to this Agreement taken together with any Other Trident Shares, shall be less than the New Voting Power Range (the “Company Warrant Reduction”), and, if such Company Warrant Reduction is not sufficient to reduce the Covered Shares, when taken together with the Other Trident Shares, to less than the New Voting Power Range, then (y) second, as to the outstanding shares of voting capital stock of the Company held by the Major Stockholder and any stockholders party to an Other Agreement, until the remaining Covered Shares subject to this Agreement, taken together with the Other Trident Shares, shall be less than the New Voting Power Range.

     1.2 Election of Directors.

          (a) On all matters relating to the election and removal of directors of the Company, if (i) the holders of Series B Preferred Stock of the Company (the “Series B Preferred”) no longer have the right to elect two (2) directors pursuant to Section 8 of the Company’s Certificate of Designation of Preferences of Series B Preferred Stock filed on December 8, 2003, as amended from time to time (the “Certificate of Series B Designation”) but (ii) Trident continues to hold the Required Number of Common Equivalents (as defined below), the Major Stockholders agree to vote all Covered Shares held by them (or the holders thereof shall consent pursuant to an action by written consent of the holders of capital stock of the Company) so as to elect members of the Company’s Board of Directors as follows:

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               (i) For so long as Trident continues to hold the Required Number of Common Equivalents (as defined below), at each election of or action by written consent to elect directors, the Major Stockholders shall vote all of their respective Covered Shares so as to elect the Trident Designees described in Section 1.2(a)(ii) below. Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a). Upon the request of Trident, each Major Stockholder agrees to vote its Covered Shares for the removal of either Trident Designee.

               (ii) For the purposes of this Section 1.2, the following definitions shall apply:

                    (1) “Trident Designees” shall mean (i) if the authorized size of the Company’s Board of Directors is eight (8) members or more, the Trident Designees shall consist of two (2) individuals that are nominated by Trident; or (ii) if the authorized size of the Company’s Board of Directors is seven (7) members or less, the Trident Designees shall consist of (x) one (1) individual nominated by Trident and (y) one (1) individual who is an industry representative not affiliated with the Company that is nominated by Trident and acceptable to a majority of the remaining members of the Board of Directors.

                    (2) “Required Number of Common Equivalents” shall mean at least 800,000 shares of Common Stock (which shall include (i) any shares of Common Stock issued to Trident or its affiliates, (ii) any shares of Common Stock issuable upon conversion of any Series B Preferred Stock, Other Preferred Stock or Series G Preferred Stock held by Trident or its affiliates or (iii) any shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock held by Trident or its affiliates).

     1.3 Protective Voting Covenant.

          (a) For so long as any shares of Series B Preferred Stock remain outstanding, the Company shall not take any action to increase the authorized number of shares of Series B Preferred Stock without the written consent of holders of not less than sixty percent (60%) of the outstanding shares of Series B Preferred Stock.

          (b) For so long as any shares of Series C Preferred Stock remain outstanding, the Company shall not take any action to increase the authorized number of shares of Series C Preferred Stock without the written consent of holders of not less than sixty percent (60%) of the outstanding shares of Series C Preferred Stock.

2. Committees. Upon the request of Trident, the Company shall use its best efforts to cause its Board of Directors to appoint at least one Trident Designee (as specified by Trident) to serve as a member of each committee of the Board of Directors, subject to any restrictions on committee membership that may be imposed by the Sarbanes-Oxley Act of 2002, Nasdaq (or other securities exchange on which the Company’s securities are traded) and the Securities and Exchange Committee, or any similar restriction applicable to the Company.

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3. Indemnification Agreements. The Company shall enter into an indemnification agreement with each Trident Designee, in the form attached as Exhibit G to the Series B Purchase Agreement.

4. Fees and Expenses. The Company agrees that, for so long as Trident Designees are represented on the Board, the Company shall reimburse such Trident Designees for their reasonable out-of-pocket expenses incurred in attending meetings of the Board or otherwise acting on behalf of the Company at the request and direction of the Board.

5. Termination.

     5.1 This Agreement shall continue in full force and effect from the date hereof through the earliest of the following dates, on which date it shall terminate in its entirety:

          (a) December 6, 2013;

          (b) the date on which Trident ceases to hold the Required Number of Common Equivalents; or

          (c) the date as of which the parties hereto terminate this Agreement by written consent of (i) the Company and (ii) holders of a majority of the shares of capital stock of the Company then held by Trident (on an as-converted into Common Stock basis).

6. Transfers of Major Stockholder Stock.

     6.1 Permitted Transfers. Notwithstanding anything to the contrary contained herein, shares of Major Stockholder Stock that (i) are sold by a Major Stockholder in transactions effected on a national securities exchange or through the Nasdaq Stock Market (excluding block trades of 10,000 shares or more to a single purchaser) or (ii) are transferred as bona fide gifts or donations to charitable organizations, (each, a “Permitted Transfer”) in either case, shall be transferred free and clear of any restrictions on voting as described herein. In the case of block trades of 10,000 shares or more to a single purchaser, and all other sales or transfers of Major Stockholder Stock that are not Permitted Transfers (each a “Restricted Transfer”), such transfers shall be permitted to be made free and clear of any restrictions on voting as described herein, provided that such Major Stockholder shall first grant to Trident the right of first refusal set forth in Section 6.2.

     6.2 Right of First Refusal.

          (a) If a Major Stockholder proposes to sell any Major Stockholder Stock in a Restricted Transfer (the “Restricted Transfer Shares”), Trident shall have a right of first refusal to purchase all (but not less than all) of its Pro Rata Portion (as defined below) of such Restricted Transfer Shares. The Major Stockholder shall give Trident written notice (the “Transfer Notice”) of its intention, describing the Restricted Transfer, the price at which such Major Stockholder is proposing to sell the Restricted Transfer Shares (the “Offer Price”), and the terms and conditions upon which such Major Stockholder proposes to issue the same. Trident shall have seven (7) days from the date of receipt of such Transfer Notice to agree to purchase all (but not less than all) of its Pro Rata Portion of the Restricted Transfer Shares proposed to be sold, at the Offer Price and upon the other terms and conditions specified in the Transfer Notice by giving written notice to such

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Major Stockholder. Trident shall be entitled to assign all or any portion of its rights to purchase any Restricted Transfer Shares hereunder to any affiliate of Trident. For purposes of this Section 6.2, “Pro Rata Portion” shall mean, with respect to Trident or any other person having a right of first refusal to purchase Restricted Transfer Shares (each, an “Offeree”), that portion of the number of Restricted Transfer Shares that a Major Stockholder proposes to sell equal to (i) the aggregate number of shares of Common Stock owned by Trident or such Offeree (calculated on a fully-diluted, as-converted and as-exercised basis) divided by (ii) the aggregate number of shares of Common Stock owned by Trident and all Offerees (calculated on a fully-diluted, as-converted and as-exercised basis).

          (b) If Trident elects not to exercise its right of first refusal as to such Restricted Transfer Shares, then the Major Stockholder shall give each Offeree notice of Trident’s election, and each such Offeree shall have three (3) days from the date of receipt of such notice to agree to purchase all (but not less than all) of its Pro Rata Portion of such Restricted Transfer Shares (calculated excluding any shares of Common Stock owned by Trident), at the Offer Price and upon the other terms and conditions specified in the initial Transfer Notice delivered to Trident, by giving written notice to such Major Stockholder. In the event that any or all of the Offerees elects not to exercise its right of first refusal as to its Pro Rata Portion of such Restricted Transfer Shares, then the Major Stockholders may sell such Restricted Transfer Shares to any person or persons at the Sale Price and upon the terms and conditions specified in the Transfer Notice.

7. Miscellaneous.

     7.1 Specific Performance. The parties hereto hereby declare that it is impossible to measure in money the damages which will accrue to a party hereto or to their heirs, personal representatives, or assigns by reason of a failure to perform any of the obligations under this Agreement and agree that the terms of this Agreement shall be specifically enforceable. If any party hereto or his heirs, personal representatives, or assigns institutes any action or proceeding to specifically enforce the provisions hereof, any person against whom such action or proceeding is brought hereby waives the claim or defense therein that such party or such personal representative has an adequate remedy at law, and such person shall not offer in any such action or proceeding the claim or defense that such remedy at law exists.

     7.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware as such laws are applied to agreements among Delaware residents entered into and performed entirely within the State of Delaware, without reference to the conflict of laws provisions thereof. The parties agree that any action brought by either party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal court located in the County of Santa Clara, California.

     7.3 Amendment or Waiver. This Agreement may be amended or modified (or provisions of this Agreement waived) only upon the written consent of (i) the Company, (ii) holders of a majority of the shares of capital stock of the Company then held by Trident (on an as-converted into Common Stock basis) and (iii) holders of a majority in interest of the Major Stockholder Stock. Any amendment or waiver so effected shall be binding upon the Company, each of the parties hereto and any assignee of any such party.

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     7.4 Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

     7.5 Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors, assigns, heirs, executors and administrators and other legal representatives.

     7.6 Additional Shares. In the event that subsequent to the date of this Agreement any shares or other securities are issued on, or in exchange for, any of the Covered Shares by reason of any stock dividend, stock split, combination of shares, reclassification or the like, such shares or securities shall be deemed to be Covered Shares, as the case may be, for purposes of this Agreement.

     7.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together shall constitute one instrument.

     7.8 Waiver. No waivers of any breach of this Agreement extended by any party hereto to any other party shall be construed as a waiver of any rights or remedies of any other party hereto or with respect to any subsequent breach.

     7.9 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on any party’s part of any breach, default or noncompliance under this Agreement or any waiver on such party’s part of any provisions or conditions of the Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement by law, or otherwise afforded to any party, shall be cumulative and not alternative.

     7.10 Attorney’s Fees. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

     7.11 Notices. All notices required in connection with this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt of: (a) personal delivery to the party to be notified, (b) one business day after the date of confirmed transmission by facsimile, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, specifying next day delivery, freight prepaid, with written

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notification of receipt. All communications shall be sent to the address of the holder as specified on the signature page hereto or at such address as such party may designate by ten (10) days advance written notice to the other parties hereto.

     7.12 Entire Agreement. This Agreement and the Exhibits hereto, along with the Series B Purchase Agreement, Series C Purchase Agreement, and the other documents delivered pursuant thereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof and no party shall be liable or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of this Agreement.

[THIS SPACE INTENTIONALLY LEFT BLANK]

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     In Witness Whereof, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

COMPANY: XATA CORPORATION
By:	/s/ Wesley C. Fredenburg
	Wesley C. Fredenburg
	General Counsel and Secretary

TRIDENT:

Trident Capital Fund-V, L.P.
Trident Capital Fund-V Affiliates Fund, L.P.
Trident Capital Fund-V Affiliates Fund (Q), L.P.
Trident Capital Fund-V Principals Fund, L.P.
Trident Capital Parallel Fund-V, C.V.

Executed on behalf of the foregoing funds by the undersigned, as an authorized signatory of the respective general partner of each such fund:

/s/ Don Dixon  

(signature) 

Don Dixon  

(print name) 

John Deere Special Technologies Group, Inc.
By:	/s/ Bharat Vedak
	Name:	Bharat Vedak
	Title:	SVP, Deere & Co.

Amended and Restated Voting Agreement
Signature Page

Exhibit A

Major Stockholders

     John Deere Special Technologies Group, Inc.

Exhibit A
Amended and Restated Voting Agreement

EX-10.9

EXHIBIT 10.9

XATA CORPORATION

VOTING AGREEMENT

     This Voting Agreement (the “Agreement”) is made as of the 4^th day of December, 2009, by and among Xata Corporation, a Minnesota corporation (the “Company”) and TCV VII, L.P., a Cayman Islands exempted limited partnership, TCV VII (A), L.P., a Cayman Islands exempted limited partnership, and TCV Member Fund, L.P., a Cayman Islands exempted limited partnership (collectively, “TCV”), and those certain holders of the Company’s Common Stock listed on Exhibit A hereto (the “Major Stockholders” and together with TCV, each a “Stockholder” and collectively, the “Stockholders”). Terms used but not defined herein have the meanings given to them in the Note Purchase Agreement (as defined below).

WITNESSETH

     Whereas, the Major Stockholders are the beneficial owners of shares (the “Major Stockholders Stock”) of the common stock, par value $0.01, of the Company (the “Common Stock”);

     Whereas, concurrently herewith, TCV shall receive Notes that, following the occurrence of a Conversion Event, will be convertible into shares of a newly created series of preferred stock of the Company (the “Series G Preferred Stock”) and warrants (the “G Warrants”) to purchase shares of Common Stock, pursuant to that certain Note Purchase Agreement, dated of even date herewith, by and among TCV, certain funds affiliated with Trident Capital, Inc., GW 2001 Fund, L.P., and the Company (the “Note Purchase Agreement”); and

     Whereas, the obligations in the Note Purchase Agreement are conditioned upon the execution and delivery of a voting agreement in the form of this Agreement.

     Now, Therefore, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1. Voting.

     1.1 Covered Shares. The Major Stockholders each agree to hold all Covered Shares subject to, and to vote the Covered Shares in accordance with, the provisions of this Agreement. For purposes of this Agreement, “Covered Shares” shall mean all shares of voting capital stock of the Company (including but not limited to the Major Stockholders Stock) registered in the Major Stockholders’ respective names or beneficially owned by them as of the date hereof and any and all other equity securities of the Company legally or beneficially acquired by each of the Major Stockholders after the date hereof; provided, however, in the event it is determined that TCV or an affiliate of TCV has beneficial ownership of the Covered Shares by virtue of this Agreement or otherwise and, if added to all other shares of capital stock of the Company, if any,

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as to which TCV or an affiliate of TCV has beneficial ownership (the “Other TCV Shares”), TCV would be determined to exercise or direct the exercise of a new range of voting power within any of the ranges specified in Section 302A.671, subdivision 2, paragraph (d) of the Minnesota Business Corporation Act (a “New Voting Power Range”), then the number of Covered Shares subject to this Agreement shall automatically be reduced, without further action by, or on behalf of, TCV, the Company or the Stockholders, on a pro rata basis with any Other TCV Shares that are subject to any other agreement or arrangement deemed to give TCV beneficial ownership thereof (an “Other Agreement”) (x) first, as to the shares of voting capital stock of the Company issuable upon exercise of warrants (“Company Warrants”) held by the Major Stockholders and any stockholders party to Other Agreements (with the effect that such Company Warrants and any shares of voting capital stock of the Company issuable or issued upon exercise of such Company Warrants shall not be subject to the provisions of this Agreement or the Other Agreements, as applicable), until the remaining Covered Shares subject to this Agreement taken together with any Other TCV Shares, shall be less than the New Voting Power Range (the “Company Warrant Reduction”), and, if such Company Warrant Reduction is not sufficient to reduce the Covered Shares, when taken together with the Other TCV Shares, to less than the New Voting Power Range, then (y) second, as to the outstanding shares of voting capital stock of the Company held by the Major Stockholder and any stockholders party to an Other Agreement, until the remaining Covered Shares subject to this Agreement, taken together with the Other TCV Shares, shall be less than the New Voting Power Range.

     1.2 Election of Directors.

          (a) Following the occurrence of a Conversion Event, on all matters relating to the election and removal of directors of the Company, if (i) the holders of Series G Preferred Stock of the Company no longer have the right to elect one (1) director pursuant to the Company’s Certificate of Designation of Preferences of Series G Preferred Stock, as amended from time to time, but (ii) TCV continues to hold the Required Number of Common Equivalents (as defined below), the Major Stockholders agree to vote all Covered Shares held by them (or the holders thereof shall consent pursuant to an action by written consent of the holders of capital stock of the Company if permitted by applicable law and the Articles of Incorporation of the Company) so as to elect members of the Company’s Board of Directors (the “Board”) as follows:

               (i) For so long as TCV continues to hold the Required Number of Common Equivalents (as defined below), at each election of or action by written consent to elect directors, the Major Stockholders shall vote all of their respective Covered Shares so as to elect the TCV Designee described in Section 1.2(b) below. Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a). Upon the request of TCV, each Major Stockholder agrees to vote its Covered Shares for the removal of the TCV Designee.

          (b) For the purposes of this Agreement, the following definitions shall apply:

                    (1) “TCV Designee” shall mean one (1) individual nominated by TCV to serve on the Board.

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                    (2) “Required Number of Common Equivalents” shall mean at least 800,000 shares of Common Stock (which shall include (i) any shares of Common Stock issued to TCV or its affiliates, (ii) any shares of Common Stock issuable upon conversion of any Series G Preferred Stock held by TCV or its affiliates or (iii) any shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock held by TCV or its affiliates).

     1.3 Protective Voting Covenant. For so long as any shares of Series G Preferred Stock remain outstanding, the Company shall not take any action to increase the authorized number of shares of Series G Preferred Stock without the written consent of holders of not less than sixty percent (60%) of the outstanding shares of Series G Preferred Stock.

2. Committees. Following the occurrence of a Conversion Event, upon the request of TCV, for so long as the TCV Designee is represented on the Board, the Company shall use its best efforts to cause its Board to appoint the TCV Designee to serve as a member of each committee of the Board, subject to any restrictions on committee membership that may be imposed by the Sarbanes-Oxley Act of 2002, Nasdaq (or other securities exchange on which the Company’s securities are traded) and the Securities and Exchange Committee, or any similar restriction applicable to the Company.

3. Indemnification Agreements. Following the occurrence of a Conversion Event the Company shall enter into and/or cause to be maintained in full force in effect an indemnification agreement with each TCV Designee, which shall be in such customary form as may be mutually agreed between the Company and TCV.

4. Fees and Expenses. The Company agrees that, for so long as the TCV Designee is represented on the Board, the Company shall reimburse such TCV Designee for his or her reasonable out-of-pocket expenses incurred in attending meetings of the Board or otherwise acting on behalf of the Company at the request and direction of the Board.

5. Termination.

     5.1 This Agreement shall continue in full force and effect from the date hereof through the earliest of the following dates, on which date it shall terminate in its entirety:

          (a) December 1, 2019;

          (b) the date following the occurrence of a Conversion Event on which TCV ceases to hold the Required Number of Common Equivalents; or

          (c) the date as of which the parties hereto terminate this Agreement by written consent of (i) the Company, and (ii) holders of a majority of the shares of capital stock of the Company then held by TCV (on an as-converted into Common Stock basis).

6. Transfers of Major Stockholder Stock.

     6.1 Permitted Transfers. Notwithstanding anything to the contrary contained herein, shares of Major Stockholder Stock that (i) are sold by a Major Stockholder in transactions effected on a national securities exchange or through the Nasdaq Stock Market (excluding block

3

trades of 10,000 shares or more to a single purchaser) or (ii) are transferred as bona fide gifts or donations to charitable organizations, (each, a “Permitted Transfer”) in either case, shall be transferred free and clear of any restrictions on voting as described herein. In the case of block trades of 10,000 shares or more to a single purchaser, and all other sales or transfers of Major Stockholder Stock that are not Permitted Transfers (each a “Restricted Transfer”), such transfers shall be permitted to be made free and clear of any restrictions on voting as described herein, provided that such Major Stockholder shall first grant to TCV the rights of first refusal set forth in Section 6.2.

     6.2 Right of First Refusal.

          (a) If a Major Stockholder proposes to sell any Major Stockholder Stock in a Restricted Transfer (the “Restricted Transfer Shares”), TCV shall have a right of first refusal to purchase all (but not less than all) of its Pro Rata Portion (as defined below) of such Restricted Transfer Shares. The Major Stockholder shall give TCV written notice (the “Transfer Notice”) of its intention, describing the Restricted Transfer, the price at which such Major Stockholder is proposing to sell the Restricted Transfer Shares (the “Offer Price”), and the terms and conditions upon which such Major Stockholder proposes to issue the same. TCV shall have seven (7) days from the date of receipt of such Transfer Notice to agree to purchase all (but not less than all) of its Pro Rata Portion of the Restricted Transfer Shares proposed to be sold, at the Offer Price and upon the other terms and conditions specified in the Transfer Notice by giving written notice to such Major Stockholder. TCV shall be entitled to assign all or any portion of its rights to purchase any Restricted Transfer Shares hereunder to any affiliate of TCV. For purposes of this Section 6.2, “Pro Rata Portion” shall mean, with respect to TCV or any other person having a right of first refusal to purchase Restricted Transfer Shares (each, an “Offeree”), that portion of the number of Restricted Transfer Shares that a Major Stockholder proposes to sell equal to (i) the aggregate number of shares of Common Stock owned by TCV or such Offeree (calculated on a fully-diluted, as-converted and as-exercised basis) divided by (ii) the aggregate number of shares of Common Stock owned by TCV and all Offerees (calculated on a fully-diluted, as-converted and as-exercised basis).

          (b) If TCV elects not to exercise its right of first refusal as to such Restricted Transfer Shares, then the Major Stockholder shall give each Offeree notice of TCV’s election, and each such Offeree shall have three (3) days from the date of receipt of such notice to agree to purchase all (but not less than all) of its Pro Rata Portion of such Restricted Transfer Shares (calculated excluding any shares of Common Stock owned by TCV), at the Offer Price and upon the other terms and conditions specified in the initial Transfer Notice delivered to TCV, by giving written notice to such Major Stockholder. In the event that any or all of the Offerees elects not to exercise its right of first refusal as to its Pro Rata Portion of such Restricted Transfer Shares, then the Major Stockholders may sell such Restricted Transfer Shares to any person or persons at the Sale Price and upon the terms and conditions specified in the Transfer Notice.

7. Miscellaneous.

     7.1 Specific Performance. The parties hereto hereby declare that it is impossible to measure in money the damages which will accrue to a party hereto or to their heirs, personal representatives, or assigns by reason of a failure to perform any of the obligations under this

4

Agreement and agree that the terms of this Agreement shall be specifically enforceable. If any party hereto or his heirs, personal representatives, or assigns institutes any action or proceeding to specifically enforce the provisions hereof, any person against whom such action or proceeding is brought hereby waives the claim or defense therein that such party or such personal representative has an adequate remedy at law, and such person shall not offer in any such action or proceeding the claim or defense that such remedy at law exists.

     7.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Minnesota as such laws are applied to agreements among Minnesota residents entered into and performed entirely within the State of Minnesota, without reference to the conflict of laws provisions thereof. The parties agree that any action brought by either party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal court located in the Hennepin County, Minnesota.

     7.3 Amendment or Waiver. This Agreement may be amended or modified (or provisions of this Agreement waived) only upon the written consent of (i) the Company, (ii) TCV, and (iii) holders of a majority in interest of the Major Stockholders Stock. Any amendment or waiver so effected shall be binding upon the Company, each of the parties hereto and any assignee of any such party.

     7.4 Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

     7.5 Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors, assigns, heirs, executors and administrators and other legal representatives.

     7.6 Additional Shares. In the event that subsequent to the date of this Agreement any shares or other securities are issued on, or in exchange for, any of the Covered Shares by reason of any stock dividend, stock split, combination of shares, reclassification or the like, such shares or securities shall be deemed to be Covered Shares, as the case may be, for purposes of this Agreement.

     7.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together shall constitute one instrument.

     7.8 Waiver. No waivers of any breach of this Agreement extended by any party hereto to any other party shall be construed as a waiver of any rights or remedies of any other party hereto or with respect to any subsequent breach.

     7.9 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another

5

party under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on any party’s part of any breach, default or noncompliance under this Agreement or any waiver on such party’s part of any provisions or conditions of the Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement by law, or otherwise afforded to any party, shall be cumulative and not alternative.

     7.10 Attorney’s Fees. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

     7.11 Notices. All notices required in connection with this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt of: (a) personal delivery to the party to be notified, (b) one business day after the date of confirmed transmission by facsimile, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, specifying next day delivery, freight prepaid, with written notification of receipt. All communications shall be sent to the address of the holder as specified on the signature page hereto or at such address as such party may designate by ten (10) days advance written notice to the other parties hereto.

     7.12 Entire Agreement. This Agreement and the Exhibits hereto, along with the Note Purchase Agreement, the Notes and the other documents delivered pursuant thereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof and no party shall be liable or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of this Agreement.

[THIS SPACE INTENTIONALLY LEFT BLANK]

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     In Witness Whereof, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

COMPANY:

XATA CORPORATION

By:	/s/ Wesley C. Fredenburg Wesley C. Fredenburg
	General Counsel and Secretary

Voting Agreement
Signature Page

John Deere Special Technologies Group, Inc.

By:	/s/ Bharat Vedak
	Name:	Bharat Vedak
	Title:	SVP, Deere & Co.

Voting Agreement
Signature Page

TCV ENTITIES

TCV VII, L.P.
a Cayman Islands exempted limited partnership,
acting by its general partner

Technology Crossover Management VII, L.P.
a Cayman Islands exempted limited partnership,
acting by its general partner

Technology Crossover Management VII, Ltd.
a Cayman Islands exempted company

By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Attorney in Fact

TCV VII (A), L.P.
a Cayman Islands exempted limited partnership,
acting by its general partner

Technology Crossover Management VII, L.P.
a Cayman Islands exempted limited partnership,
acting by its general partner

Technology Crossover Management VII, Ltd.
a Cayman Islands exempted company

By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Attorney in Fact

TCV Member Fund, L.P.
a Cayman Islands exempted limited partnership,
acting by its general partner

Technology Crossover Management VII, Ltd.
a Cayman Islands exempted company

By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Attorney in Fact

Voting Agreement
Signature Page

Exhibit A

Major Stockholders

     John Deere Special Technologies Group, Inc.

Exhibit A
Voting Agreement

EX-10.10

EXHIBIT 10.10

Second Amendment to Stock Purchase Agreement

     This second amendment, dated as of December 4, 2009 (this “Amendment”), by and between John Deere Special Technologies Group, Inc., a Delaware corporation (the “Investor”), and XATA Corporation, a Minnesota corporation (the “Company”), is made to that certain Stock Purchase Agreement (the “Agreement”), dated as of August 30, 2000, by and between the Investor and the Company.

     WHEREAS, the parties hereto desire to amend certain provisions of the Agreement to better reflect the Company’s existing ownership and control structure, particularly in light of the Note Purchase Agreement entered into as of December 4, 2009, between the Company and the purchasers party thereto (the “Note Purchase Agreement”), and the Equity Purchase Agreement entered into as of December 4, 2009, between the Company, Turnpike Global Technologies Inc., Turnpike Global Technologies LLC, and the other parties thereto (the “Turnpike Purchase Agreement”).

1. Definitions. Unless defined herein, all capitalized terms have the meaning assigned to them in the Agreement.

2. Amendments. Sections 7.11 and 7.12 of the Agreement are hereby deleted in their entirety and replaced with the following:

          “7.11 Negative Covenants.

     (a) The Company shall not, without the Investor’s prior written consent, do any of the following:

     (1) enter into any bankruptcy filing, liquidation, assignment for the benefit of creditors or similar event of the Company or any significant subsidiary of the Company;

     (2) enter into a transaction with an affiliated or interested party except upon terms not less favorable to the Company than it could obtain in a comparable arm’s-length transaction with an unaffiliated or disinterested third party; or

     (3) issue or sell, or be deemed to have issued or sold, Common Stock for an Effective Price less than the then-current Fair Market Value of the Company’s Common Stock.

     (b) For the purposes of this Section 7.11, the term “Equity Securities” shall mean (i) any Common Stock, preferred stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, preferred stock or other security (including any option to purchase such a convertible security) of the Company, (iii) any security carrying any warrant or right to subscribe to or

1

purchase any Common Stock, preferred stock or other security of the Company, or (iv) any such warrant or right.

     (c) For the purposes of this Section 7.11, the “Fair Market Value” of the Company’s Common Stock shall mean:

     (1) If the Company’s Common Stock is traded on a securities exchange (which shall include the Nasdaq Stock Market), the value shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the 30 day period ending on the date prior to the closing of the sale and issuance of the shares of Common Stock;

     (2) If the Company’s Common Stock is traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever are applicable) over the 30 day period ending on the date prior to the closing of the sale and issuance of the Equity Securities; and

     (3) If there is no public market for the Company’s Common Stock, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

     (d) For the purposes of this Section 7.11, if the Company issues or sells (x) preferred stock or other stock, options, warrants, purchase rights or other securities convertible into shares of Common Stock (such convertible stock or securities being herein referred to as “Convertible Securities”) or (y) rights or options for the purchase of Common Stock or Convertible Securities and if the Effective Price of such shares of Common Stock is less than the then-current Fair Market Value, in each case the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities.

     (e) For the purposes of this Section 7.11, the “Effective Price” of the Common Stock shall mean the quotient determined by dividing the total number of shares of Common Stock issued or sold, or deemed to have been issued or sold by the Company under this Section 7.11, into the Aggregate Consideration received, or deemed to have been received by the Company for such issue under this section, for such shares of Common Stock. In the event that the number of shares of Common Stock or the Effective Price cannot be ascertained at the time of issuance, such shares of Common Stock shall be deemed to have an Effective Price below the then-current Fair Market Value. The “Aggregate Consideration”

received by the Company for any issue or sale of securities shall be defined as: (A) to the extent it consists of cash, be computed at the gross amount of cash received by the Company before deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issue or sale and without deduction of any expenses payable by the Company, (B) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in good faith by the Board of Directors of the Company (the “Board”), and (C) if shares of Common Stock, Convertible Securities or rights or options to purchase either shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such shares of Common Stock, Convertible Securities or rights or options.

     (f) The provisions of Section 7.11(a)(3) shall not apply to issuances of:

     (1) shares of Common Stock issued (or deemed to have been issued) upon (i) conversion of the Company’s preferred stock outstanding on the date hereof, or preferred stock to be issued upon conversion of the Notes (as defined in the Note Purchase Agreement), (ii) exercise of Company warrants outstanding on the date hereof, or Company warrants to be issued upon conversion of the Notes (as defined in the Note Purchase Agreement), or (iii) conversion of the Notes (as defined in the Note Purchase Agreement);

     (2) shares of Common Stock or Convertible Securities issued to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board provided that, (i) such options were granted with an exercise price equal to or greater than the then-current fair market value (as “fair market value” is defined in the relevant plan) or (ii) such shares were issued pursuant to a IRC 423 plan with an exercise price equal to or greater than 85% of the then-current fair market value (as such “fair market value” is defined in the relevant plan);

     (3) shares of Common Stock issued pursuant to the exercise of Convertible Securities outstanding as of the date of this Agreement; and

     (4) shares of Common Stock or Convertible Securities issued (i) pursuant to the Turnpike Purchase Agreement or (ii) for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board.

          7.12 [Intentionally omitted]”

3. Miscellaneous. The Agreement, as amended by this Amendment, is confirmed as being in full force and effect in accordance with its terms. This Amendment may be executed in any number of counterparts, each of which is deemed to constitute an original.

[Signature pages follow.]

     In Witness Whereof, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

COMPANY: XATA CORPORATION
By:	/s/ Wesley C. Fredenburg
	Wesley C. Fredenburg
	General Counsel and Secretary
INVESTOR: John Deere Special Technologies Group, Inc.
By:	/s/ Bharat Vedak
	Name:	Bharat Vedak
	Title:	SVP, Deere & Co.

[Second Amendment to Stock Purchase Agreement]

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EX-99.1

EXHIBIT 99.1

XATA Raises $30M in Financing, Acquires Turnpike Global

Friday, December 04, 2009

MINNEAPOLIS, December 4, 2009—XATA Corporation (Nasdaq: XATA), today announced it has received $30 million in funding from Technology Crossover Ventures (TCV) and Trident Capital, and that it has purchased Ontario Canada-based Turnpike Global Technologies (Turnpike) for $20 million in cash and stock.

TCV is one of the largest venture capital firms focused solely on information technology, with more than $7.7 billion under management. Its investment in XATA will facilitate the acquisition of Turnpike and provide added capital to accelerate XATA’s growth, eliminate debt and strengthen its balance sheet. Trident Capital—a longtime XATA investor—is also participating in the new investment.

“XATA Corporation is a strategic portfolio company that brings strong technology and management leadership and exemplifies the tremendous growth potential in the transportation management market,” said Woody Marshall, TCV general partner. “We are pleased to invest in the company and we look forward to working with the XATA team to further accelerate its expansion.”

Purchasing Turnpike, a PDA-based fleet operations solutions provider, will allow XATA to continue its growth strategy by expanding XATA’s addressable market to include small and medium-size fleets in North America and key vertical markets, such as Less Than Truckload (LTL) and beverage, where Turnpike’s product functionality meets specific customer needs. With the acquisition, XATA has more than 100,000 systems deployed with over 1,400 customers across North America. The acquisition will also expand XATA’s product portfolio and expertise in the PDA market and distribution through channel partners, such as Sprint and AT&T.

“TCV has a strong reputation and history of success,” said Jay Coughlan, president and CEO of XATA. “Our alignment with TCV and the acquisition of Turnpike are clear indicators of our intention to aggressively move forward as a leading provider of Fleet Performance Management solutions. This alignment also reinforces our strategy of continuing to consolidate the market through strategic acquisitions. With the Turnpike acquisition, we significantly expand the markets we service, more easily expand our hardware flexibility to PDAs and better fulfill our mission of serving the market overall.”

“This is an exciting milestone for our company. XATA is a recognized leader of fleet optimization solutions and the perfect company for us to scale our growth,” said Brendan Staub, president and chief executive officer of Turnpike. “Jointly, we can go to market with solutions ranging from self-explanatory products to totally integrated systems that will create exciting growth opportunities for our customers and our employees.”

Under the acquisition, Turnpike will operate as a division of XATA, with Turnpike’s divisional management reporting to the XATA executive team. Turnpike’s fleet operation applications, such as its end-to-end fuel tax process, are a perfect complement to XATA’s XATANET Fleet Performance Management solution.

About TCV

Technology Crossover Ventures (TCV), founded in 1995, is a leading provider of growth capital to technology companies, providing funds to later-stage private and public companies. With $7.7 billion in capital under management, TCV has made growth equity and recapitalization investments in over 170 companies leading to 45 initial public offerings and more than 30 strategic sales or mergers. Representative investments include Altiris, eHarmony, Expedia, Fandango, Liquidnet, Netflix, RealNetworks, Redback Networks, Solect Technology, TechTarget, Travelport, Webroot, and Zillow. TCV has 11 partners and is headquartered in Palo Alto, California. For more information about TCV, visit www.tcv.com.

About Trident Capital

Trident Capital is a venture capital and private equity firm founded in 1993 by industry veterans. Since then, the firm has grown to more than 20 investment professionals with $1.5 billion under management invested in more than 150 companies. The firm’s active investment approach has helped dozens of companies, such as MapQuest and iRobot, to realize successful exits. Trident specializes in business services, information services and software, including technology-leveraged outsourcing and processing for healthcare and insurance, marketing and sales, and enterprise software for security, communications and mobility.

Trident’s partners have over 100 years of collective operating experience, and bring extensive industry knowledge and contacts to entrepreneurs and their teams to help them achieve the level of success they deserve. Dedicated to building businesses with strong infrastructures and putting them on the path to profitability, Trident works with innovative businesses to help them maximize their growth potential.

About Turnpike Global Technologies

Based in Toronto, ON, Turnpike Global Technologies provides simple solutions to the transportation industry that result in immediate cost savings. Turnpike has been recognized as the first company in North America to fully automate, from end-to-end, the fuel and mileage tax process required by the International Fuel Tax Agreement (IFTA). Its RouteTracker, a fleet management device, connects directly to the engine diagnostic port of medium and heavy duty trucks to collect and report on operational statistics, GPS position and automate compliance information. RouteTracker interacts with various handheld devices using Bluetooth as a wireless in-cab communication medium. The information collected by RouteTracker is made available to the end-user via web-based reporting. RouteTracker installation takes an average of only 10 minutes per truck.

About XATA

XATA (NASDAQ:XATA) is the expert in optimizing fleet operations by reducing costs and ensuring regulatory compliance for the trucking industry. Our on-demand software and services help companies manage fleet operations, enhance driver safety and deliver a higher level of customer satisfaction. Offered through a fee-based subscription service, XATA affordably oversees every truck in an organization’s fleet. XATA provides expert services to develop the business processes required to deliver the profitability, safety and service levels demanded by today’s competitive transportation environments.

Based in Minneapolis, Minnesota, XATA revolutionized the trucking industry by being the first to introduce electronic driver logs and exception-based management reporting with automatic fleet information updates, giving our customers access to vehicle data, anywhere, anytime.

Cautionary note regarding forward-looking statements. This announcement includes forward-looking statements. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Such statements are based on current expectations, and actual results may differ materially. The forward-looking statements in this announcement are subject to a number of risks and uncertainties including, but not limited to, the possibility of continuing operating losses, the ability to adapt to rapid technological change, cost and difficulties we may face in integrating the businesses of XATA and GeoLogic Solutions, dependence on positioning systems and communication networks owned and controlled by others, the receipt and fulfillment of new orders for current products, the timely introduction and market acceptance of new products, the ability to fund future research and development activities, the ability to establish and maintain strategic partner relationships, and the other factors discussed under “Risk Factors” in Part IA, Item 1 of our Annual Report on Form 10-K for the fiscal year ended September 30, 2008 (as updated in our subsequent reports filed with the SEC). These reports are available under the “Investors” section of our Web site at www.xata.com and through the SEC Web site at www.sec.gov. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them in light of new information or future events.