Exhibit 3.1
 XATA CORPORATION
 THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION
          A-1




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CERTIFICATE OF DESIGNATION
OF PREFERENCES OF SERIES B PREFERRED STOCK
OF
XATA CORPORATION,
a Minnesota Corporation
 Designation
 Authorized Number
 Dividend Rights




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Liquidation Preference
 pari passu




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Change in Control Exchange Act Voting Securities




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Redemption
 Election to Redeem Series B Preferred Stock
 Optional Redemption by the Corporation provided, however,




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At the Request of the Holders
 provided however




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Method of Redemption




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provided
 Limitation on Redemption
 Conversion
 Right to Convert




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Mechanics of Conversion
 Adjustments to Conversion Ratio for Stock Dividends and for Combinations or
Subdivisions of Common Stock
 Adjustments for Reclassification and Reorganization




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Rights Offerings
 No Impairment
 No Fractional Shares and Certificate as to Adjustments




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Notice of Record Date
 Reservation of Stock Issuable upon Conversion
 Notices
 Voting Rights
 Right to Nominate and Elect Directors




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Status of Converted or Redeemed Stock




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CERTIFICATE OF DESIGNATION
OF PREFERENCES OF SERIES C PREFERRED STOCK
OF
XATA CORPORATION,
a Minnesota Corporation
 Designation
 Authorized Number
 Dividend Rights
 Liquidation Preference
 pari passu
 A-15




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Change in Control Exchange
Act




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Voting Securities
       Redemption




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Election to Redeem Series C Preferred Stock
 Optional Redemption by the Corporation




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At the Request of the Holders
 provided, however,




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Method of Redemption




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provided
 Limitation on Redemption
 Conversion
 Right to Convert
 Mechanics of Conversion




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Adjustments to Conversion Ratio for Stock Dividends and for Combinations or
Subdivisions of Common Stock
 Adjustments for Reclassification and Reorganization
 Rights Offerings




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No Impairment
 No Fractional Shares and Certificate as to Adjustments
   Notice of Record Date




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Reservation of Stock Issuable upon Conversion
 Notices
 Voting Rights
 Protective Provision
 Status of Converted or Redeemed Stock




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CERTIFICATE OF DESIGNATION
OF PREFERENCES OF SERIES D PREFERRED STOCK
OF
XATA CORPORATION,
a Minnesota Corporation
 Designation
 Authorized Number
 Dividend Rights
 Liquidation Preference
 pari passu




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Change in Control




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Exchange
Act Voting Securities
       Redemption




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Election to Redeem Series D Preferred Stock
 Optional Redemption by the Corporation




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At the Request of the Holders
 provided, however,




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Method of Redemption




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##### 



provided
 Limitation on Redemption
 Conversion
 Right to Convert
 Mechanics of Conversion




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##### 



Adjustments to Conversion Ratio for Stock Dividends and for Combinations or
Subdivisions of Common Stock
 Adjustments for Reclassification and Reorganization
 Rights Offerings




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##### 



No Impairment
 No Fractional Shares and Certificate as to Adjustments
   Notice of Record Date




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##### 



Reservation of Stock Issuable upon Conversion
 Notices
 Voting Rights
 Protective Provision
 Status of Converted or Redeemed Stock




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##### 



CERTIFICATE OF DESIGNATION
OF PREFERENCES OF SERIES F PREFERRED STOCK
OF
XATA CORPORATION,
a Minnesota Corporation
 Designation
 Authorized Number
 Dividend Rights
 Liquidation Preference
 pari passu
 A-35




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Change in Control Exchange Act




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##### 



Voting Securities
       Redemption




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##### 



Election to Redeem Series F Preferred Stock
 Optional Redemption by the Corporation




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At the Request of the Holders
 provided, however,




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##### 



Method of Redemption




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##### 



provided
 Limitation on Redemption
 Conversion
 Right to Convert
 Mechanics of Conversion
 Adjustments to Conversion Ratio for Stock Dividends and for Combinations or
Subdivisions of Common Stock




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##### 



Adjustments for Reclassification and Reorganization
 Rights Offerings




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##### 



No Impairment
 No Fractional Shares and Certificate as to Adjustments
   Notice of Record Date
 Reservation of Stock Issuable upon Conversion




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##### 



Notices
 Voting Rights
 Protective Provision
 Status of Converted or Redeemed Stock




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CERTIFICATE OF DESIGNATION
OF PREFERENCES OF SERIES G PREFERRED STOCK
OF
XATA CORPORATION,
a Minnesota Corporation
 Designation Series G Preferred Stock
 Authorized Number
 Dividend Rights Dividend Senior Stock
 Liquidation Preference
 Liquidation Event pari
passu




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Liquidation Senior Stock
 Liquidation Junior Stock
 Liquidation Parity Stock
  Change in Control Exchange Act




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Voting Securities
       Redemption Redemption
Price




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Total Redemption Price
 Election to Redeem Series G Preferred Stock
 Optional Redemption by the Corporation Maturity Date provided Optional Redemption Notice Optional Redemption Date provided however Optional Redemption
Conditions Securities Act




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At the Request of the Holders
 Election Notice Redemption Date provided, however, Redemption Notice
 provided pro rata Preferred Dividend




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Acceleration Event Acceleration Event Notice
 Method of Redemption
 Eligible Institution




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provided
 Limitation on Redemption
 Conversion Conversion Rights
 Right to Convert Original Issue Price Conversion Price
 Mechanics of Conversion




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Adjustments to Conversion Ratio for Stock Dividends and for Combinations or
Subdivisions of Common Stock provided
 Adjustments for Reclassification and Reorganization provided
 Rights Offerings Convertible Securities




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No Impairment
 No Fractional Shares and Certificate as to Adjustments
   Notice of Record Date
 Reservation of Stock Issuable upon Conversion




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Notices
 Voting Rights
 General
 Right to Nominate and Elect One Director
 Additional Voting Rights




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provided however
  Protective Provision
 Status of Converted or Redeemed Stock