0000950134-05-018143 Sample Contracts

Contract
Warrant And • September 22nd, 2005 • Xata Corp /Mn/ • Electronic computers • Delaware

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.

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XATA CORPORATION AMENDED AND RESTATED VOTING AGREEMENT
Voting Agreement • September 22nd, 2005 • Xata Corp /Mn/ • Electronic computers • Delaware

This Amended and Restated Voting Agreement (the “Agreement”) is made as of the 7th day of September, 2005, 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”).

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