X0303 4 2009-02-12 0 0000854398 XATA CORP /MN/ XATA 0001445755 Maeser Robert K 965 PRAIRIE CENTER DRIVE EDEN PRAIRIE MN 55344 0 1 0 0 Chief Technology Officer Series E preferred stock 2009-02-12 4 P 0 2252 2.22 A Common stock, $0.01 par value 2252 2252 D Warrant to purchase common stock, $0.01 par value 2.22 2009-02-12 4 P 0 676 0.125 A 2016-02-12 Common stock, $0.01 par value 676 676 D The Series E preferred stock is convertible into common stock of the Issuer at an initial conversion rate of one share of common stock for each share of Series E preferred stock. The number of shares of common stock issuable upon conversion of the Series E preferred stock is subject to adjustment based on changes in the conversion price, which is $2.22 initially, in the event of stock splits and similar events, and in the event of stock issuances below either the market price or the conversion price (other than certain customary exceptions). The number of shares issuable upon conversion of a share of Series E perferred stock at any time will determined by dividing the original issue price of such share, $2.22, by the converison price then in effect. Immediately exercisable. Series E preferred stock has no expiration date. Mark E. Ties, Attorney-in-Fact 2009-02-13