@Road, Inc Sample Contracts

@Road, Inc – VOTING AGREEMENT (December 13th, 2006)

This Voting Agreement (“Agreement”) is made and entered into as of December 10, 2006, by and among Trimble Navigation Limited, a California corporation (“Acquirer”), Roadrunner Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Acquirer (“Merger Sub”), and the undersigned stockholder (the “Stockholder”) of @Road, Inc., a Delaware corporation (the “Company”).  Certain capitalized terms used in this Agreement are defined in Section 6 hereof and certain other capitalized terms used in this Agreement that are not defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).

@Road, Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG TRIMBLE NAVIGATION LIMITED, ROADRUNNER ACQUISITION CORP. AND @ROAD, INC. DATED AS OF DECEMBER 10, 2006 (December 13th, 2006)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of December 10, 2006, by and among Trimble Navigation Limited, a California corporation (“Buyer”), Roadrunner Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Buyer ( “Merger Sub”), and @Road, Inc., a Delaware corporation (the “Company”).

@Road, Inc – LEASE DEED (August 9th, 2006)

Transpacific Business Service Private Limited, a company registered under the provisions of the Companies Act, 1956 and having its registered office at 1005, Maker Chambers V, Nariman Point, Mumbai 400 021 and represented herein by its Authorised Signatories Mr. C S Ilangovan, Director, Mr. Dipesh Desai Chief Accounts Officer and Mr. Salai Kumaran, Chief operating Officer, each of them duly authorized severally in this behalf by a Board Resolution dated 20th January 2006, hereinafter referred to as the “LESSOR” (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns) of the One Part;

@Road, Inc – ASSET SALE AND PURCHASE AGREEMENT BETWEEN @ROAD, INC. AND MOBILEARIA, INC. Dated as of July 7, 2006 (July 11th, 2006)

THIS ASSET SALE AND PURCHASE AGREEMENT (this “Agreement”) dated as of July 7, 2006, by and between @ROAD, INC., a Delaware corporation (“@ROAD” or “Purchaser”) and MOBILEARIA, INC., a Delaware corporation (“MobileAria” or “Seller”).

@Road, Inc – Assets to be Purchased Include Contract for MRM with Verizon Communications (July 11th, 2006)

FREMONT, Calif. — July 11, 2006 — @Road, Inc. (Nasdaq: ARDI), a global provider of next-generation solutions for Mobile Resource Management (“MRM”), announced that it entered into an Asset Sale and Purchase Agreement dated July 7, 2006 by and between @Road and MobileAria, Inc., a Delaware corporation, pursuant to which @Road will, subject to the terms thereof, purchase substantially all the assets of MobileAria (the “Purchase”). Under the terms of the agreement, @Road will pay cash consideration of $11.4 million for the acquired assets and will assume certain liabilities of MobileAria.

@Road, Inc – LEASE DEED (March 22nd, 2006)

Transpacific Business Service Private Limited, a company registered under the provisions of the Companies Act, 1956 and having its registered office at 1005, Maker Chambers V, Nariman Point, Mumbai 400 021 and represented herein by its Authorised Signatories Mr. C S Ilangovan, Director, Mr. Dipesh Desai Chief Accounts Officer and Mr. Salai Kumaran, Chief operating Officer, each of them duly authorized severally in this behalf by a Board Resolution dated 20th January 2006, hereinafter referred to as the “LESSOR” (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns) of the One Part;

@Road, Inc – NOTICE OF STOCK OPTION ACCELERATION (October 27th, 2005)

You previously have been granted an option to purchase Common Stock of @Road, Inc., (the “Company”) under the @Road, Inc. 2000 Stock Option Plan.  On October 24, 2005, the Company Board of Directors approved the vesting of all stock options granted to employees and officers under the @Road 2000 Stock Option Plan with an exercise price equal to or greater than $6.40 per share, effective October 27, 2005.

@Road, Inc – FELAW MALTINGS IPSWICH (No.1) LIMITED FELAW MALTINGS IPSWICH (No.2) LIMITED -and - VIDUS LIMITED - and - MARS PENSION TRUSTEES LIMITED LEASE -OF- FOURTH FLOOR, THE NORTH MALTING FELAW STREET IPSWICH SUFFOLK IP2 8HE Lovells P1/JCP/DBDM/1389608.02 (August 9th, 2005)
@Road, Inc – AGREEMENT dated 12th July 2004 (August 9th, 2005)

Together with the Fixtures, Furniture and Effects therein and more particularly specified in the Inventory signed by the parties.

@Road, Inc – AGREEMENT dated 12th July 2004 (August 9th, 2005)
@Road, Inc – DATED 15 October 2003 (August 9th, 2005)

MELBOURNE BUSINESS COURT MANAGEMENT COMPANY LIMITED (Company Number: 4685867) whose registered office is at 81 Burton Road Derby DE1 1TJ

@Road, Inc – FELAW MALTINGS IPSWICH (NO. 1) LIMITED FELAW MALTINGS IPSWICH (NO.2) LIMITED - and - VIDUS LIMITED - and - MARS PENSION TRUSTEES LIMITED LEASE - OF - THIRD FLOOR, THE NORTH MALTING FELAW STREET IPSWICH SUFFOLK IP2 8HE Lovells P1/JCP/DBDM/1389608.02 (August 9th, 2005)
@Road, Inc – NEWS RELEASE FOR IMMEDIATE RELEASE (July 28th, 2005)

FREMONT, Calif. — July 28, 2005 — @Road®, Inc. (Nasdaq: ARDI), a global provider of Mobile Resource Management (MRM) and intelligent field service automation solutions, today announced its results for the quarter and six months ended June 30, 2005.

@Road, Inc – NEWS RELEASE FOR IMMEDIATE RELEASE (May 5th, 2005)

Fremont, CA – May 5, 2005 – @Road, Inc. (Nasdaq: ARDI), a global provider of mobile resource management (MRM) solutions, today announced its results for the first quarter ended March 31, 2005.

@Road, Inc – INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (May 2nd, 2005)

The following unaudited pro forma condensed consolidated financial statements (the “Unaudited Pro Forma Statements”) give effect to the acquisition of Vidus Limited (“Vidus”) under the purchase method of accounting in accordance with accounting principles generally accepted in the United States of America. The Unaudited Pro Forma Statements have been prepared to give effect to the transaction set out in the Acquisition Agreement dated December 15, 2004 and are presented for illustrative purposes only. The Unaudited Pro Forma Condensed Consolidated Balance Sheet gives effect to the acquisition of Vidus as if it had occurred on December 31, 2004. The Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2004 gives effect to the acquisition of Vidus as if it were completed on January 1, 2004.

@Road, Inc – VIDUS LIMITED INDEX TO FINANCIAL STATEMENTS For the Years Ended 31 December 2004 and 31 December 2003 (May 2nd, 2005)

We have audited the balance sheets of Vidus Limited as of December 31, 2004 and December 31, 2003 and the profit and loss accounts and cash flows for the year ended December 31 2004 and for the period from March 31, 2003 (date of inception) to December 31, 2003. These financial statements are the responsibility of Vidus Limited’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

@Road, Inc – @ROAD, INC. CHANGE OF CONTROL AGREEMENT (March 15th, 2005)

This Change of Control Agreement (the "Agreement") is made and entered into effective as of March 14, 2005 by and between [Name] ("Employee") and @Road, Inc., a Delaware corporation (the "Company").

@Road, Inc – [Rupee Graphic] AGREEMENT (March 15th, 2005)

This agreement entered into at Chennai this 28th April 2004 between M/s Elnet Technologies Ltd, a company incorporated under provisions of the Companies Act, its sole and main objects of letting out space with high tech infrastructural facilities for software developers, having its registered office at TS 140, Block 2 & 9, Elnet Software City, CPT Road, Taramani, Chennai—113 and hereinafter referred to as the First Party.

@Road, Inc – EMPLOYMENT AGREEMENT (February 22nd, 2005)

This EMPLOYMENT AGREEMENT (this “Agreement”) is being entered into as of December 15, 2004, by and between @Road, Inc., a Delaware corporation (“@Road”) and Martin Knestrick (“Employee”).

@Road, Inc – CERTIFICATE OF DESIGNATIONS, RIGHTS AND PREFERENCES OF SERIES A-1 AND SERIES A-2 REDEEMABLE PREFERRED STOCK AND SERIES B-1 AND SERIES B-2 REDEEMABLE PREFERRED STOCK OF @ROAD, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware (February 22nd, 2005)
@Road, Inc – @ROAD, INC. 2005 STOCK OPTION PLAN (February 22nd, 2005)
@Road, Inc – NEWS RELEASE FOR IMMEDIATE (February 3rd, 2005)

Fremont, CA – February 3, 2005 – @Road, Inc. (Nasdaq: ARDI), a leading provider of mobile resource management (MRM) services, today announced its results for the fourth quarter ended December 31, 2004.

@Road, Inc – SUBORDINATION AGREEMENT (January 18th, 2005)

This Subordination Agreement (the “Agreement”) is made and entered into as of January 12, 2005, by and between NV Partners III-BT LP, a Cayman Islands Limited Partnership (“Subordinated Creditor”), and @Road, Inc. (“Senior Creditor”).

@Road, Inc – GUARANTY (January 18th, 2005)

This GUARANTY (“Guaranty”) is entered into as of January 12, 2005, by NV Partners III-BT LP, a Cayman Islands Limited Partnership having its principal place of business at 98 Floral Avenue, Suite 201, Murray Hill, New Jersey 07974 (the “Guarantor”), in favor of @Road, Inc., a Delaware corporation (“Lender”).

@Road, Inc – LOAN AND SECURITY AGREEMENT (January 18th, 2005)

This Loan and Security Agreement is made as of January 12, 2005 (this “Agreement”) by and between Vidus Limited, a company registered in England and Wales under registered number 4069823 having its registered office at North Felaw Maltings, 48 Felaw Street, Ipswich, Suffolk IP2 8HE (the “Borrower”) and @Road, Inc., a Delaware corporation, having its principal place of business at 47200 Bayside Parkway, Fremont, California 94538 (the “Lender”).

@Road, Inc – ACQUISITION AGREEMENT dated as of December 15, 2004 by and among @ROAD, INC., VIDUS LIMITED and NV PARTNERS III-BT LP (December 21st, 2004)

ACQUISITION AGREEMENT (this “Agreement”), dated as of December 15, 2004, by and among @Road, Inc., a Delaware corporation having its principal place of business at 47200 Bayside Parkway, Fremont, California 94538 (the “Purchaser”), Vidus Limited, a company registered in England and Wales under registered number 4069823 having its registered office at North Felaw Maltings, 48 Felaw Street, Ipswich, Suffolk IP2 8HE (the “Company”) and NV Partners III-BT LP, a Cayman Islands Limited Partnership having its principal place of business at 98 Floral Avenue, Suite 201, Murray Hill, New Jersey 07974 (“NVP”).

@Road, Inc – FORM OF COMPANY SUPPORT AGREEMENT (December 21st, 2004)

This Company Support Agreement (this “Agreement”) is made and entered into as of December            , 2004, between @Road, Inc., a Delaware corporation (“Purchaser”), and the undersigned shareholder and/or optionholder (“Holder”) of Vidus Limited, a company registered in England and Wales (the “Company”).

@Road, Inc – Deed of Warranty and Indemnity in relation to Vidus Limited (December 21st, 2004)
@Road, Inc – NEWS RELEASE Contact: (October 28th, 2004)

Fremont, CA — October 28, 2004 — @Road, Inc. (Nasdaq: ARDI), a leading provider of mobile resource management (MRM) services, today announced results for the third quarter ended September 30, 2004.

@Road, Inc – NEWS RELEASE (October 1st, 2004)

FREMONT, CA – October 1, 2004 – @Road (NASDAQ: ARDI), a leading provider of mobile resource management (MRM) services, today announced that Jim Davis has been appointed to the company’s board of directors and its compensation committee. Previously recognized by Design News as one of the top 50 R&D scientists in the United States, Mr. Davis brings more than 30 years of experience in the technology industry to @Road.

@Road, Inc – Press Release Source: @Road, Inc. (August 24th, 2004)

FREMONT, Calif.—(BUSINESS WIRE)—Aug. 23, 2004—@Road (NASDAQ:ARDI — News), a leading provider of mobile resource management (MRM) services, today announced that Leo Jolicoeur has joined the company as chief marketing officer. He brings more than 20 years of experience in marketing, product development and business development to @Road, with a strong background in the technology industry.

@Road, Inc – SUBLEASE (August 9th, 2004)

THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of June 9, 2004, and is made by and between VA Software Corporation, a Delaware corporation (“Sublandlord”), and At Road, Inc., a Delaware corporation (“Subtenant”). Sublandlord and Subtenant hereby agree as follows:

@Road, Inc – Exhibit F CONSENT TO SUBLEASE (August 9th, 2004)

This Consent To Sublease Agreement (“Consent,” “Consent to Sublease” or “Agreement”) is dated June 9, 2004, for reference purposes only, and is entered into by and among RENCO INVESTMENT COMPANY, a California general partnership (“Master Landlord”), VA SOFTWARE CORPORATION, a Delaware corporation (“Sublandlord”), and AT ROAD, INC., a Delaware corporation (“Subtenant”).

@Road, Inc – @ROAD® AND MDSI TERMINATE ACQUISITION AGREEMENT Parties Sign MOU to Enter into Strategic Alliance (July 27th, 2004)

FREMONT, CA and VANCOUVER, BC, July 27, 2004—@Road, Inc. (Nasdaq: ARDI) and MDSI Mobile Data Solutions Inc. (Nasdaq: MDSI) (TSX: MMD) today announced that their Boards of Directors have mutually agreed to terminate the acquisition agreement signed in April 2004. MDSI’s special meeting of stockholders scheduled for on Wednesday, August 4, 2004 has been cancelled.

@Road, Inc – NEWS RELEASE FOR IMMEDIATE RELEASE (July 22nd, 2004)

Fremont, CA – July 22, 2004 – @Road (Nasdaq: ARDI), a leading provider of mobile resource management (MRM) services, today announced results for the second quarter ended June 30, 2004.