FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
Exhibit 10.1
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into as of the
31st day of January, 2008, by and among XATA Corporation (“Purchaser”), GeoLogic
Solutions, Inc. (the “Company”), Platinum Equity Capital Partners, L.P., Platinum Equity Capital
Partners-A, L.P., Platinum Equity Capital Partners-PF, L.P., and Platinum Transportation
Principals, LLC (“Sellers”), and GeoLogic Management, Inc. (the “FCC SPE”).
WHEREAS, Purchaser, Sellers and FCC SPE entered into that certain Stock Purchase Agreement
dated as of December 19, 2007 (the “Agreement”); and
WHEREAS, Purchaser, Sellers and FCC SPE desire to amend the Agreement, on the terms and
subject to the conditions of this Amendment.
NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein and
in the Agreement, and other good and valuable consideration (the receipt and sufficiency of which
are hereby acknowledged by each party), Purchaser, Sellers and FCC SPE hereby agree as follows:
1. Unless otherwise defined herein, each capitalized term used herein shall have the meaning
(if any) provided therefor in the Agreement.
2. Section 2.3 of the Agreement is hereby amended and restated to read in its entirety as
follows:
“2.3 Payment of Purchase Price. The Purchase Price shall be paid at Closing as
follows:
(a) Purchaser shall, on behalf of the Company, pay all outstanding Indebtedness in accordance
with the payoff letters to be delivered at Closing pursuant to Section 10.4;
(b) Purchaser will issue to Sellers the Seller Notes in the aggregate principal amount of
$1,475,000 and the Seller Convertible Notes in the aggregate principal amount of $525,000;
(c) Purchaser will deposit into escrow with the Escrow Agent an aggregate amount equal to
$300,000 (the “Indemnification Escrow Amount”) all of which shall be made up of shares of
common stock of XATA Corporation in an amount equal to (i) $300,000 divided by (ii) the Per Share
Price (the “Escrowed XATA Shares”), to be held by the Escrow Agent pursuant to the terms of
the Indemnification Escrow Agreement;
(d) Purchaser will deposit into escrow with the Escrow Agent an aggregate amount equal to
$735,000 (the “Severance Escrow Amount”) to be held by the Escrow Agent pursuant to the
terms of the Severance Escrow Agreement;
(e) Purchaser will deposit into escrow with the Escrow Agent an aggregate amount equal to
$150,000 (the “Audit Escrow Amount”) to be held by the Escrow Agent pursuant to the terms
of the Audit Escrow Agreement;
(f) Two business days prior to Closing Date, Sellers shall deliver to Purchaser a pre-closing
statement (the “Pre-Closing Statement”) setting forth Sellers reasonable calculation,
prepared in accordance with the Company’s accounting policies and practices and in accordance with
GAAP of the estimated Net Working Capital of the Company on the Closing Date (the “Estimated
Working Capital”). If Estimated Working Capital is less than $850,000, then the Purchaser will
retain from the Purchase Price an amount (the “Holdback Amount”) equal to (i) the Target
Amount minus (ii) the Estimated Working Capital;
(g) Purchaser shall, on behalf of the Company, pay $325,000 to QSI Corporation, which amount
represents Sellers’ portion of the Cancellation Fee (as such term is defined in that certain
Cancellation Agreement, dated as of January 24, 2008, by and between QSI Corporation and the
Company);
(h) Purchaser shall, on behalf of the Company, pay $34,410 to Stellar Satellite Communications
Ltd., which amount represents Sellers’ portion of the Payment (as such term is defined in that
certain Letter Agreement re: Termination of DS100 Modem Purchase Agreement, dated as of January 28,
2008, by and between Stellar Satellite Communications Ltd. and the Company); and
(i) An amount equal to the Purchase Price less the payments made under Sections 2.3(a)
through 2.3(h) shall be allocated among Sellers pro rata in accordance with the number of
Shares being sold and shall be paid by Purchaser to each Seller at the Closing by wire transfer of
immediately available funds to such account as Sellers may designate in writing prior to the
Closing.”
3. Section 10.1 of the Agreement is hereby amended to delete the last sentence of such
paragraph.
4. Purchaser acknowledges and agrees to pay on behalf of the Company $75,000 to QSI
Corporation, which amount represents Purchaser’s portion of the Cancellation Fee (as such term is
defined in that certain Cancellation Agreement, dated as of January 24, 2008, by and between QSI
Corporation and the Company (the “Cancellation Agreement”)), when such payment is due under the
Cancellation Agreement.
5. Except as amended by the foregoing, the Agreement and each provision thereof shall remain
in full force and effect.
6. Each reference to the Agreement in any document or instrument delivered pursuant to or in
connection with the Agreement shall be deemed to be a reference to the Agreement, as amended by
this Amendment.
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7. This Amendment may be executed by facsimile and in one or more counterparts, all of which
shall be considered one and the same instrument, binding on each party, notwithstanding that each
party is not a signatory to the same counterpart.
8. This Amendment will be governed by the laws of the State of New York without regard to
conflicts of laws principles.
[Signature page follows]
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IN WITNESS WHEREOF, each of the parties has executed this Amendment as of the date first set
forth above.
| PURCHASER: | THE COMPANY: | |||||||||
| XATA CORPORATION | GEOLOGIC SOLUTIONS, INC. | |||||||||
| By: | /s/ Xxxx Ties | By: | /s/ Xxx X. Xxxxxxxx | |||||||
Name::
|
Xxxx Ties | Name:: | Xxx X.Xxxxxxxx | |||||||
Title::
|
Chief Financial Officer | Title:: | Vice President & Secretary | |||||||
| FCC SPE: | SELLERS: | |||||||||
| GEOLOGIC MANAGEMENT, INC. | PLATINUM EQUITY CAPITAL PARTNERS, L.P. | |||||||||
| By: | /s/ Xxx X. Xxxxxxxx | PLATINUM EQUITY CAPITAL PARTNERS-A, L.P. | ||||||||
| Name:: | Xxx X. Xxxxxxxx |
|||||||||
Title::
|
Vice President &
Secretary |
PLATINUM EQUITY CAPITAL PARTNERS-PF, L.P. | ||||||||
| By: | Platinum Equity Partners, LLC, their general partner | |||||||||
|
|
By: | Platinum Equity Investment Holdings, LLC, its senior managing member |
||||||||
| By: | /s/ Xxx X. Xxxxxxxx | |||||||||
| Name:: | Xxx X. Xxxxxxxx | |||||||||
| Title:: | Vice President & Secretary | |||||||||
| PLATINUM TRANSPORTATION PRINCIPALS, LLC | ||||||||||
| By: | Platinum Equity Investment Holdings, LLC, its senior managing member | |||||||||
| By: | /s/ Xxx X. Xxxxxxxx | |||||||||
| Name:: | Xxx X. Xxxxxxxx | |||||||||
| Title:: | Vice President & Secretary | |||||||||
