0000950137-09-001138 Sample Contracts

Contract
Warrant And • February 18th, 2009 • 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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AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • February 18th, 2009 • Xata Corp /Mn/ • Electronic computers • Minnesota

This Agreement amends and restates in its entirety the Investor Rights Agreements, dated as of June 19, 2007, by and among the parties hereto.

EXCHANGE AGREEMENT
Exchange Agreement • February 18th, 2009 • Xata Corp /Mn/ • Electronic computers • Minnesota

This Exchange Agreement (the “Agreement”) is made as of the 12th day of February, 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”).

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