INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 10th, 2009 • Xata Corp /Mn/ • Electronic computers • Minnesota
This Investor Rights Agreement (the “Agreement”) is made as of December 4, 2009 (the “Effective Date”), by and among Xata Corporation, a Minnesota corporation (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”).
XATA CORPORATION VOTING AGREEMENTVoting Agreement • December 10th, 2009 • Xata Corp /Mn/ • Electronic computers • Minnesota
This Voting Agreement (the “Agreement”) is made as of the 4th day of December, 2009, by and among Xata Corporation, a Minnesota corporation (the “Company”) and TCV VII, L.P., a Cayman Islands exempted limited partnership, TCV VII (A), L.P., a Cayman Islands exempted limited partnership, and TCV Member Fund, L.P., a Cayman Islands exempted limited partnership (collectively, “TCV”), and those certain holders of the Company’s Common Stock listed on Exhibit A hereto (the “Major Stockholders” and together with TCV, each a “Stockholder” and collectively, the “Stockholders”). Terms used but not defined herein have the meanings given to them in the Note Purchase Agreement (as defined below).
XATA CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • December 10th, 2009 • Xata Corp /Mn/ • Electronic computers • Minnesota
This Indemnification Agreement (“AGREEMENT”) is entered into as of December 4, 2009 by and among (i) XATA Corporation, a Minnesota corporation (the “Company”); and (ii) TCV VII, L.P., a Cayman Islands exempted limited partnership and TCV VII(A), L.P., a Cayman Islands exempted limited partnership, TCV Member Fund, L.P., a Cayman Islands exempted limited partnership (each, a “TCV Entity,” and together, the “TCV Entities”; collectively with each of such TCV Entity’s Affiliated Persons, as defined below, the “Indemnitees”).
XATA CORPORATION NOTE PURCHASE AGREEMENT December 4, 2009Note Purchase Agreement • December 10th, 2009 • Xata Corp /Mn/ • Electronic computers • Minnesota
This Note Purchase Agreement (the “Agreement”) is made as of December 4, 2009, by and among Xata Corporation, a Minnesota corporation (the “Company”) and each of those persons and entities, severally and not jointly, listed as a Purchaser on the schedule of purchasers attached as Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”).
SUPPORT AGREEMENTSupport Agreement • December 10th, 2009 • Xata Corp /Mn/ • Electronic computers • Minnesota
This SUPPORT AGREEMENT (this “Agreement”), dated as of December 4, 2009, is entered into by and among [ ] (“Stockholder”), on the one hand, and TCV VII, L.P., a Cayman Islands exempted limited partnership and TCV VII(A), L.P., a Cayman Islands exempted limited partnership (collectively, “TCV”), on the other hand.
Second Amendment to Stock Purchase AgreementStock Purchase Agreement • December 10th, 2009 • Xata Corp /Mn/ • Electronic computers
This second amendment, dated as of December 4, 2009 (this “Amendment”), by and between John Deere Special Technologies Group, Inc., a Delaware corporation (the “Investor”), and XATA Corporation, a Minnesota corporation (the “Company”), is made to that certain Stock Purchase Agreement (the “Agreement”), dated as of August 30, 2000, by and between the Investor and the Company.
EQUITY PURCHASE AGREEMENT by and among XATA CORPORATION, TURNPIKE GLOBAL TECHNOLOGIES INC., TURNPIKE GLOBAL TECHNOLOGIES LLC, THE STOCKHOLDERS OF TURNPIKE GLOBAL TECHNOLOGIES INC., THE MEMBERS OF TURNPIKE GLOBAL TECHNOLOGIES LLC, and BRENDAN STAUB, AS...Equity Purchase Agreement • December 10th, 2009 • Xata Corp /Mn/ • Electronic computers • Minnesota
This EQUITY PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 4, 2009, by and among XATA Corporation, a Minnesota corporation (“Purchaser”), Turnpike Global Technologies Inc., an Ontario corporation (the “CA Company”), all stockholders (except Kelly Frey) of the CA Company (which are listed on Schedule A attached hereto) (“CA Company Sellers”), Turnpike Global Technologies LLC, a Delaware limited liability company (the “US Company” and together with the CA Company, the “Companies” and each a “Company”), all members of the US Company (which are listed on Schedule B attached hereto) (the “US Company Sellers” and together with the CA Company Sellers, the “Sellers” and each a “Seller”), and Brendan Staub in his capacity as the Sellers’ Representative (the “Sellers’ Representative”).
EQUITY PURCHASE AGREEMENT by and among XATA CORPORATION and KELLY FREY, a resident of the City of Kitchener, Ontario DATED AS OF December 2, 2009Equity Purchase Agreement • December 10th, 2009 • Xata Corp /Mn/ • Electronic computers • Ontario
This EQUITY PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 2, 2009, by and between XATA Corporation, a Minnesota corporation (“Purchaser”), and Kelly Frey, a resident of the City of Kitchener, Ontario (the “Seller”).
XATA CORPORATION AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • December 10th, 2009 • Xata Corp /Mn/ • Electronic computers • Delaware
This Amended and Restated Voting Agreement (the “Agreement”) is made as of the 4th day of December, 2009, 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”).
