Xata Corp /Mn/ Sample Contracts

BETWEEN
Lease Agreement • May 15th, 1997 • Xata Corp /Mn/ • Electronic computers
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WARRANT
Xata Corp /Mn/ • December 9th, 2003 • Electronic computers • Delaware
BETWEEN XATA CORPORATION AND JOHN DEERE SPECIAL TECHNOLOGIES GROUP, INC AUGUST 30, 2000 CONTENTS
Stock Purchase Agreement • September 7th, 2000 • Xata Corp /Mn/ • Electronic computers • Georgia
ARTICLE II REGISTRATION RIGHTS
Registration Rights Agreement • September 7th, 2000 • Xata Corp /Mn/ • Electronic computers • Georgia
RECITALS:
Executive Employment Agreement • May 15th, 2003 • Xata Corp /Mn/ • Electronic computers • Minnesota
LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 1st, 2012 • Xata Corp /Mn/ • Electronic computers • Illinois

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 24, 2012 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 230 Monroe Street, Suite 720, Chicago, Illinois 60606 (“Bank”), and XATA CORPORATION, a Minnesota corporation with offices located at 965 Prairie Center Drive, Eden Prairie, Minnesota 55344 (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

SIDE AGREEMENT
Side Agreement • January 12th, 2001 • Xata Corp /Mn/ • Electronic computers
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 14th, 2014 • XRS Corp • Electronic computers • Illinois

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 13, 2014 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 230 Monroe Street, Suite 720, Chicago, Illinois 60606 (“Bank”), and XRS CORPORATION, a Minnesota corporation (formerly known as Xata Corporation, with offices located at 965 Prairie Center Drive, Eden Prairie, Minnesota 55344 (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety that certain Loan and Security Agreement, dated as of February 24, 2012, by and between Borrower and Bank (the “Prior Loan Agreement”). The parties agree as follows:

Loan and Security Agreement
Loan and Security Agreement • February 6th, 2008 • Xata Corp /Mn/ • Electronic computers • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), on the one side, and XATA CORPORATION, a Minnesota corporation (“Xata”), and GEOLOGIC SOLUTIONS, INC., a Delaware corporation (“Geologic”) (Xata and Geologic are each individually referred to as a “Borrower” and collectively referred to as “Borrowers”), on the other side, provides the terms on which Bank shall lend to Borrowers and Borrowers shall repay Bank. This Agreement amends and restates in its entirety the Loan and Security Agreement (as amended), with an Effective Date of December 17, 2004, between Xata and Bank (the “Prior Agreement”). The parties agree as follows:

AGREEMENT AND PLAN OF MERGER among:
Agreement and Plan of Merger • September 2nd, 2014 • XRS Corp • Electronic computers • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of August 29, 2014, by and among: AMUNDSEN HOLDINGS, LLC, a Delaware limited liability company (“Parent”); AMUNDSEN MERGER SUB CORP., a Minnesota corporation and a wholly owned direct subsidiary of Parent (“Merger Sub”); and XRS CORPORATION, a Minnesota corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

LEASE AGREEMENT 965 PRAIRIE CENTER DRIVE EDEN PRAIRIE, MN
Lease Agreement • July 12th, 2007 • Xata Corp /Mn/ • Electronic computers • Minnesota

This Lease is made and entered into as of the Effective Date by and between 965 Partnership LLP, A Minnesota Limited Liability Partnership, as Landlord, and Xata Corporation, a Minnesota corporation, as Tenant.

VOTING AGREEMENT
Voting Agreement • December 9th, 2003 • Xata Corp /Mn/ • Electronic computers • Delaware
WARRANT
Xata Corp /Mn/ • December 30th, 2002 • Electronic computers
Contract
Warrant And • February 18th, 2009 • Xata Corp /Mn/ • Electronic computers • Minnesota

THIS WARRANT AND THE SECURITIES WHICH MAY BE ISSUED UPON EXERCISE OF THIS WARRANT (THE “WARRANT SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE BLUE SKY LAW AND THE HOLDER OF THIS WARRANT OR ANY WARRANT SHARES MAY NOT TRANSFER ANY BENEFICIAL INTEREST THEREIN ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE BLUE SKY LAWS.

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • December 10th, 2009 • Xata Corp /Mn/ • Electronic computers • Minnesota

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”).

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XATA CORPORATION VOTING AGREEMENT
Voting Agreement • December 10th, 2009 • Xata Corp /Mn/ • Electronic computers • Minnesota

This Voting Agreement (the “Agreement”) is made as of the 4th 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).

XATA CORPORATION RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO 2002 LONG-TERM INCENTIVE AND STOCK OPTION PLAN
Restricted Stock Award Agreement • April 11th, 2006 • Xata Corp /Mn/ • Electronic computers • Minnesota

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made effective as of April 10, 2006, by and between XATA Corporation, a Minnesota corporation (the “Company”) and Thomas Schlick (“Employee”).

XATA CORPORATION INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 10th, 2009 • Xata Corp /Mn/ • Electronic computers • Minnesota

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”).

XATA CORPORATION NOTE PURCHASE AGREEMENT December 4, 2009
Note Purchase Agreement • December 10th, 2009 • Xata Corp /Mn/ • Electronic computers • Minnesota

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”).

WARRANT
Warrant • February 6th, 2008 • Xata Corp /Mn/ • Electronic computers • Minnesota

(“Board”) shall determine in its reasonable good faith judgment, but in no event less than the price at which qualified employee stock options issued at such time are exercisable. In the event that Holder elects to convert the Warrant Stock through Exchange in connection with a transaction in which the Warrant Stock is converted into or exchanged for another security, Holder may effect a Exchange directly into such other security.

SUPPORT AGREEMENT
Support Agreement • December 10th, 2009 • Xata Corp /Mn/ • Electronic computers • Minnesota

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.

RECITALS
Corporation Director Indemnification Agreement • December 9th, 2003 • Xata Corp /Mn/ • Electronic computers • Delaware
SEPARATION AGREEMENT
Separation Agreement • January 18th, 2008 • Xata Corp /Mn/ • Electronic computers • Minnesota

THIS SEPARATION AGREEMENT (this “Agreement”) is made and entered into by and between Thomas Schlick (“Employee”) and XATA Corporation (the “Company”).

ORBCOMM Inc. INTERNATIONAL VALUE ADDED RESELLER AGREEMENT
International Value Added Reseller Agreement • December 21st, 2006 • Xata Corp /Mn/ • Electronic computers • New York

* Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the Securities and Exchange Commission.

SEVERANCE AGREEMENT
Severance Agreement • October 7th, 2008 • Xata Corp /Mn/ • Electronic computers • Minnesota

THIS SEVERANCE AGREEMENT (“Agreement”) is made and entered into effective October 1, 2008 by and between XATA Corporation (“XATA”, or the “Company”) and James Griffin (“Employee”). This Agreement establishes certain payment provisions upon Employee’s separation of employment with XATA under the identified circumstances and supersedes that Severance Agreement dated March 1, 2007 between the parties.

XATA CORPORATION RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO 2002 LONG-TERM INCENTIVE AND STOCK OPTION PLAN
Restricted Stock Award Agreement • February 18th, 2005 • Xata Corp /Mn/ • Electronic computers • Minnesota

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made effective as of February 17, 2005, by and between XATA Corporation, a Minnesota corporation (the “Company”) and __________________, who is a member of the Board of Directors of the Company (“Director”).

SEVERANCE AGREEMENT Dated: March 1, 2007
Severance Agreement • October 7th, 2008 • Xata Corp /Mn/ • Electronic computers

The terms of this Severance Agreement, dated March 1, 2007 (“Agreement”), by and between XATA Corporation (“XATA” or the “Company”) and Employee (named above), set forth certain payment provisions in the event that Employee is separated from his employment with XATA under specified circumstances. This Agreement does not change the employment relationship of XATA and Employee, which is terminable at will by either party.

STOCK PURCHASE AGREEMENT by and among XATA CORPORATION, GEOLOGIC SOLUTIONS, INC. AND THE STOCKHOLDERS OF GEOLOGIC SOLUTIONS, INC. DATED AS OF DECEMBER 19, 2007
Stock Purchase Agreement • December 24th, 2007 • Xata Corp /Mn/ • Electronic computers • New York

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2007 by and among XATA Corporation, a Minnesota corporation (“Purchaser”), GeoLogic Solutions, Inc., a Delaware corporation (the “Company”), the stockholders of the Company listed on Schedule A attached hereto (“Sellers”), and for purposes of Section 6.16 and Sections 11 and 12, GeoLogic Management, Inc., a Delaware corporation and wholly owned subsidiary of the Company (the “FCC SPE”).

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