Loan and Security AgreementLoan 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:
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 6th, 2008 • Xata Corp /Mn/ • Electronic computers • New York
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”).
WARRANTWarrant Agreement • 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.
Loan and Security AgreementLoan and Security Agreement • February 6th, 2008 • Xata Corp /Mn/ • Electronic computers • California
THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between PARTNERS FOR GROWTH II, L.P. (“PFG”), whose address is 180 Pacific Avenue, San Francisco, CA 94111 and the borrowers named above (jointly and severally, “Borrower”), whose respective chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) being signed by the parties concurrently, is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 7 below.)
WARRANTWarrant Purchase Agreement • February 6th, 2008 • Xata Corp /Mn/ • Electronic computers • Minnesota
THIS WARRANT (THE “WARRANT”) IS ISSUED PURSUANT TO THE TERMS OF THE PROVISIONS OF A WARRANT PURCHASE AGREEMENT (THE “AGREEMENT”) BETWEEN XATA CORPORATION (THE “COMPANY”) AND THE INITIAL WARRANT HOLDER. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATE SECRETARY OF THE COMPANY. THIS SECURITY WAS SOLD IN A PRIVATE TRANSACTION, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT AND SUCH LAWS OR IF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS IS AVAILABLE.
