0000950137-07-009055 Sample Contracts

Contract
Warrant Agreement • June 22nd, 2007 • 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.

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INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • June 22nd, 2007 • Xata Corp /Mn/ • Electronic computers • Minnesota

This Investor Rights Agreement (the “Agreement”) is made as of the 19th day of June, 2007 (the “Effective Date”), by and among Xata Corporation, a Minnesota corporation with its principal place of business at 151 E. Cliff Road, Suite 10, Burnsville, MN 55337 (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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