exv10w7






EXHIBIT 10.7




XATA CORPORATION




INDEMNIFICATION AGREEMENT




     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”).



RECITALS




     A. Although nothing contained in this Agreement shall be construed or purported to acknowledge
that the TCV Entities are controlling persons of the Company, the TCV Entities may be subject to
liability by reason of their status (or alleged status) as controlling persons of the Company.



     B. The Company and the TCV Entities recognize the continued difficulty in obtaining liability
insurance for its controlling persons, fiduciaries and other agents and affiliates, the significant
increases in the cost of such insurance and the general reductions in the coverage of such
insurance.



     C. The Company and the TCV Entities further recognize the substantial increase in corporate
litigation in general, subjecting controlling persons, fiduciaries and other agents and affiliates
to expensive litigation risks at the same time as the availability and coverage of liability
insurance has been severely limited.



     D. The current protection available to controlling persons, fiduciaries and other agents and
affiliates of the Company may not be adequate under the present circumstances, and controlling
persons, fiduciaries and other agents and affiliates of the Company (or persons who may be alleged
or deemed to be the same), including the Indemnitees, may not be willing to continue to serve or be
associated with the Company in such capacities without additional protection.



     E. The Company (i) desires to attract and retain the involvement of highly qualified venture
capital investors, such as the TCV Entities, to invest and be associated with the Company, and (ii)
accordingly, wishes to provide for the indemnification and advancement of expenses to the TCV
Entities and the Indemnitees to the maximum extent permitted by law.



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     NOW, THEREFORE, the Company and each TCV Entity hereby agrees as follows:



     1. Indemnification.



          (a) Indemnification of Expenses. The Company shall indemnify and hold harmless each
TCV Entity and all of such TCV Entity’s Affiliated Persons (as defined below) to the fullest extent
permitted by law if any such Indemnitee was or is or becomes a party to or witness or other
participant in, or is threatened to be made a party to or witness or other participant in, any
threatened, pending or completed action, suit, proceeding or alternative dispute resolution
mechanism, or any hearing, inquiry or investigation that such Indemnitee in good faith believes
might lead to the institution of any such action, suit, proceeding or alternative dispute
resolution mechanism, whether civil, criminal, administrative, investigative or other (hereinafter
a “Claim”) by reason of (or arising in part out of) any event or occurrence related to the fact
that Indemnitee is or was (or is alleged to be or to have been) a controlling person, fiduciary or
other agent or affiliate of the Company, or any subsidiary of the Company, or is or was (or is
alleged to be or to have been) serving at the request of the Company as a controlling person,
fiduciary or other agent or affiliate of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action or inaction on the part of such Indemnitee while
serving (or allegedly serving) in such capacity, including, without limitation, under the
Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) or any other federal or state statutory law or regulation, at common
law or otherwise, which relate directly or indirectly (i) to the registration, purchase, sale or
ownership of any securities of the Company, (ii) to any fiduciary obligation owed with respect to
the Company and its stockholders or (iii) to any Securities Claim (as defined herein) (hereinafter
an “Indemnification Event”), in any such case against any and all losses, claims, damages, expenses
and liabilities, joint or several (including attorneys’ fees and all other costs, expenses and
obligations incurred in connection with investigating, defending a witness in or participating in
(including on appeal), or preparing to defend, be a witness in or participate in, any such action,
suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation)
related to any such Claim, judgments, fines, penalties and amounts paid in settlement (if such
settlement is approved in advance by the Company, which approval shall not be unreasonably
withheld) of any such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as
a result of the actual or deemed receipt of any payments under this Agreement (any and all of the
foregoing being referred to hereafter as “Expenses”), including all interest, assessments and other
charges paid or payable in connection with or in respect of such Expenses. Such payment of
Expenses shall be made by the Company as soon as practicable but in any event no later than ten
(10) days after written demand by the Indemnitee therefor is presented to the Company.




          (b) Reviewing Party. Notwithstanding the foregoing,(i) the obligations of the Company
under Section 1(a) shall be subject to the condition that the Reviewing Party (as defined in
Section 10(f) hereof) shall not have determined (in a written opinion, in any case in which the
Independent Legal Counsel referred to in Section 1(c) hereof is involved) that Indemnitee would not
be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make
an advance payment of Expenses to Indemnitee pursuant to Section 2(a) (an “Expense Advance”) shall
be subject to the condition that, if, when and to the extent that the Reviewing Party determines
that Indemnitee would not be permitted to be so


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indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee
(who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided,
however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of
competent jurisdiction to secure a determination that Indemnitee should be indemnified under
applicable law, any determination made by the Reviewing Party that Indemnitee would not be
permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be
required to reimburse the Company for any Expense Advance until a final judicial determination is
made with respect thereto (as to which all rights of appeal therefrom have been exhausted or
lapsed). Indemnitees’ obligation to reimburse the Company for any Expense Advance shall be
unsecured and no interest shall be charged thereon. If there has not been a Change in Control (as
defined in Section 10(d) hereof), the Reviewing Party shall be selected by the Board of Directors
with the approval of the Indemnitee (which approval shall not be unreasonably withheld), and if
there has been such a Change in Control (other than a Change in Control (i) which has been approved
by a majority of the Company’s Board of Directors prior to such Change in Control and (ii)
following which a majority of the Board of Directors of the Company is comprised of directors who
were directors of the Company immediately prior to the Change in Control), the Reviewing Party
shall be the Independent Legal Counsel referred to in Section 10(e) hereof subject to the approval
of the Indemnitee (which approval shall not be unreasonably withheld). If there has been no
determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee
substantively would not be permitted to be indemnified in whole or in part under applicable law,
Indemnitee shall have the right to commence litigation seeking an initial determination by the
court or challenging any such determination by the Reviewing Party or any aspect thereof, including
the legal or factual bases therefor, and the Company hereby consents to service of process and to
appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be
conclusive and binding on the Company and Indemnitee.




          (c) Contribution. If the indemnification provided for in Section 1(a) above for any
reason is held by a court of competent jurisdiction to be unavailable to an Indemnitee in respect
of any losses, claims, damages, expenses or liabilities referred to therein, then the Company, in
lieu of indemnifying such Indemnitee thereunder, shall contribute to the amount paid or payable by
such Indemnitee as a result of such losses, claims, damages, expenses or liabilities in such
proportion as is appropriate to reflect the relative benefits received by the Company and the
Indemnitees or, in connection with the registration of the Company’s securities, the relative fault
of the Company and any Indemnitee, which shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company or the Indemnitee
and the parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.




     The Company and each Indemnitee agree that it would not be just and equitable if contribution
pursuant to this Section 1(c) were determined by pro rata or per capita allocation or by any other
method of allocation which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. In connection with the registration of the Company’s securities,
in no event shall an Indemnitee be required to contribute any amount under this Section 1(c) in
excess of the aggregate dollar amount by which the net proceeds actually received by such
Indemnitee from the sale of the securities sold under such registration



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statement by such Indemnitee exceeds the amount of any other losses, expenses, settlements,
damages, claims and liabilities that such Indemnitee has been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission or violation. No person found
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not found guilty of such fraudulent
misrepresentation.



          (d) Survival Regardless of Investigation. The indemnification and contribution
provided for in this Section 1 will remain in full force and effect regardless of any investigation
made by or on behalf of the Indemnitees or any officer, director, employee, agent or controlling
person of the Indemnitees.




          (e) Change in Control. The Company agrees that if there is a Change in Control (as
defined below) of the Company (other than a Change in Control which has been approved by a majority
of the Company’s Board of Directors who were directors immediately prior to such Change in Control)
then, with respect to all matters thereafter arising concerning the rights of any Indemnitee to
payments of Expenses under this Agreement or any other agreement or under the Company’s Restated
Articles of Incorporation or Bylaws as now or hereafter in effect, Independent Legal Counsel (as
defined in Section 10(e) hereof) shall be selected by the Indemnitee and approved by the Company
(which approval shall not be unreasonably withheld). Such counsel, among other things, shall
render its written opinion to the Company and Indemnitees as to whether and to what extent
Indemnitees would be permitted to be indemnified under applicable law. The Company agrees to abide
by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above
and to fully indemnify such counsel against any and all expenses (including attorneys’ fees),
claims, liabilities and damages arising out of or relating to this Agreement or its engagement
pursuant hereto.




          (f) Mandatory Payment of Expenses. Notwithstanding any other provision of this
Agreement other than Section 8 hereof, to the extent that an Indemnitee has been successful on the
merits or otherwise, including, without limitation, the dismissal of an action without prejudice,
in the defense of any action, suit, proceeding, inquiry or investigation referred to in Section
(1)(a) hereof or in the defense of any claim, issue or matter therein, such Indemnitee shall be
indemnified against all Expenses incurred by such Indemnitee in connection therewith.




     2. Expenses; Indemnification Procedure.



          (a) Advancement of Expenses. The Company shall advance all Expenses incurred by any
Indemnitee. The advances to be made hereunder shall be paid by the Company to the Indemnitee as
soon as practicable but in any event no later than ten (10) days after written demand by such
Indemnitee therefor to the Company.




          (b) Notice/Cooperation by Indemnitees. Each Indemnitee shall, as a condition
precedent to Indemnitee’s right to be indemnified under this Agreement, give the Company notice in
writing as soon as practicable of any Claim made against Indemnitee for which indemnification will
or could be sought under this Agreement. In addition, each Indemnitee shall give the Company such
information and cooperation as it may reasonably require and as shall be within Indemnitee’s power.




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          (c) No Presumptions; Burden of Proof. For purposes of this Agreement, the termination
of any Claim by judgment, order, settlement (whether with or without court approval) or conviction,
or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that any
Indemnitee did not meet any particular standard of conduct or have any particular belief or that a
court has determined that indemnification is not permitted by applicable law. In addition, neither
the failure of the Reviewing Party to have made a determination as to whether an Indemnitee has met
any particular standard of conduct or had any particular belief, nor an actual determination by the
Reviewing Party that the Indemnitee has not met such standard of conduct or did not have such
belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial
determination that the Indemnitee should be indemnified under applicable law, shall be a defense to
the Indemnitee’s claim or create a presumption that the Indemnitee has not met any particular
standard of conduct or did not have any particular belief. In connection with any determination by
the Reviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnified
hereunder, the burden of proof shall be on the Company to establish that the Indemnitee is not so
entitled.




          (d) Notice to Insurers. If, at the time of the receipt by the Company of a notice of
a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may
cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the
insurers in accordance with the procedures set forth in the respective policies. The Company shall
thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of each
Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or
investigation in accordance with the terms of such policies.




          (e) Selection of Counsel. In the event the Company shall be obligated hereunder to
pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim,
with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably
withheld, upon the delivery to such Indemnitee of written notice of its election to do so. After
delivery of such notice, approval of such counsel by the Indemnitee and the retention of such
counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for
any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim;
provided that, (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any
such Claim at the Indemnitee’s expense and (ii) if (A) the employment of counsel by the Indemnitee
has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded
that there is a conflict of interest between the Company and such Indemnitee in the conduct of any
such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim,
then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The
Company shall have the right to conduct such defense as it sees fit in its sole discretion,
including the right to settle any claim, action or proceeding against any Indemnitee without the
consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by
the claimant from all liabilities or potential liabilities under such claim.




     3. Additional Indemnification Rights; Nonexclusivity.



          (a) Scope. The Company hereby agrees to indemnify each Indemnitee to the fullest
extent permitted by law, notwithstanding that such indemnification may not be


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specifically authorized by the other provisions of this Agreement, the Company’s Articles of
Incorporation, the Company’s Bylaws or by statute. In the event of any change after the date of
this Agreement in any applicable law, statute or rule which expands the right of a Minnesota
corporation to indemnify a controlling person, agent or fiduciary, it is the intent of the parties
hereto that each Indemnitee shall enjoy by this Agreement the greater benefits afforded by such
change. In the event of any change in any applicable law, statute or rule which narrows the right
of a Minnesota corporation to indemnify a controlling person, agent or fiduciary, such change, to
the extent not otherwise required by such law, statute or rule to be applied to this Agreement,
shall have no effect on this Agreement or the parties’ rights and obligations hereunder except as
set forth in Section 8(a) hereof.




          (b) Nonexclusivity. The indemnification provided by this Agreement shall be in
addition to any rights to which any Indemnitee may be entitled under the Company’s Articles of
Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested directors, the
general corporation law of the State of Minnesota, Section 9.5 of the Purchase Agreement (as
defined below) or otherwise. The indemnification provided under this Agreement shall continue as
to each Indemnitee for any action such Indemnitee took or did not take while serving in an
indemnified capacity even though the Indemnitee may have ceased to serve in such capacity.




     4. No Duplication of Payments. The Company shall not be liable under this Agreement
to make any payment in connection with any Claim made against any Indemnitee to the extent such
Indemnitee has otherwise actually received payment (under any insurance policy, Articles of
Incorporation, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.



     5. Partial Indemnification. If any Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for any portion of Expenses incurred in connection with
any Claim, but not, however, for all of the total amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion of such Expenses to which such Indemnitee is entitled.



     6. Mutual Acknowledgment. The Company and each Indemnitee acknowledge that in certain
instances, Federal law or applicable public policy may prohibit the Company from indemnifying its
controlling persons, fiduciaries or other agents or affiliates under this Agreement or otherwise.
Each Indemnitee understands and acknowledges that the Company has undertaken or may be required in
the future to undertake with the Securities and Exchange Commission to submit the question of
indemnification to a court in certain circumstances for a determination of the Company’s rights
under public policy to indemnify the Indemnitees.



     7. Liability Insurance. To the extent the Company maintains liability insurance
applicable to directors, officers, employees, control persons, fiduciaries or other agents and
affiliates, each Indemnitee shall be covered by such policies in such a manner as to provide to the
Indemnitee the same rights and benefits as are accorded to the most favorably insured of the
Company’s directors, officers, employees, controlling persons, fiduciaries or other agents or
affiliates.



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     8. Exceptions. Any other provision herein to the contrary notwithstanding, the
Company shall not be obligated pursuant to the terms of the this Agreement:



          (a) Excluded Action or Omissions. To indemnify any Indemnitee for any intentional
malfeasance by the Indemnitee or any act undertaken by the Indemnitee where the Indemnitee did not
act in good faith believing the Indemnitee was acting in the best interests of the Company, or for
any other acts, omissions or transactions from which the Indemnitee may not be relieved of
liability under applicable law;




          (b) Claims Initiated by Indemnitee. To indemnify or advance expenses to any
Indemnitee with respect to Claims initiated or brought voluntarily by such Indemnitee and not by
way of defense, except (i) with respect to actions or proceedings to establish or enforce a right
to indemnify under this Agreement or any other agreement or insurance policy or under the Company’s
Articles of Incorporation or Bylaws now or hereafter in effect relating to Claims for
Indemnification Events, (ii) in specific cases if the Board of Directors has approved the
initiation or bringing of such Claim, or (iii) as otherwise required under Section 302A.521 of the
Minnesota Business Corporations Act, regardless of whether such Indemnitee ultimately is determined
to be entitled to such indemnification, advance expense payment or insurance recovery, as the case
may be;




          (c) Lack of Good Faith. To indemnify any Indemnitee for any expenses incurred by such
Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this
Agreement, if a court of competent jurisdiction determines that each of the material assertions
made by the Indemnitee in such proceeding was not made in good faith or was frivolous;




          (d) Claims under Purchase Agreement. To indemnify any Indemnitee for breaches of
representations, warranties or obligations of the Indemnitees made under Section 2 and Section 5 of
that certain Note Purchase Agreement dated December [___], 2009 (the “Purchase Agreement”) or for
breaches of any obligations of the Indemnitees under Sections 9.2, 9.3, 9.4, 9.5 and 9.6 of the
Purchase Agreement;




          (e) Willful Misconduct. To indemnify any Indemnitee for any losses that are finally
judicially determined to have resulted primarily from the willful misconduct of the Indemnitee in
which the Indemnitee did not in good faith believe he or she was acting in the best interests of
the Company; or




          (f) Claims Under Section 16(b). To indemnify any Indemnitee for expenses and the
payment of profits arising from the purchase and sale by such Indemnitee of securities in violation
of Section 16(b) of the Exchange Act or any similar successor statute.




     9. Period of Limitations. No legal action shall be brought and no cause of action
shall be asserted by or in the right of the Company against any Indemnitee, such Indemnitee’s
estate, spouse, heirs, executors or personal or legal representatives after the expiration of two
years from the date of accrual of such cause of action, and any claim or cause of action of the
Company shall be extinguished and deemed released unless asserted by the timely filing of a



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legal action within such two-year period; provided, however, that if any shorter period of
limitations is otherwise applicable to any such cause of action, such shorter period shall govern.



     10. Construction of Certain Phrases.



          (a) For the purposes of this Agreement, an “Affiliated Person” of an Indemnitee shall include
any director, officer, employee, controlling person (within the meaning of Section 15 of the
Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as
amended), agent or fiduciary of the Indemnitee, any stockholder of the Company for whom Indemnitee
serves as a director, officer, employee, controlling person, agent or fiduciary, and any
partnership, corporation, limited liability company, association, joint stock company, trust or
joint venture controlling, controlled by or under common control with such a stockholder. For
these purposes, “control” means the possession, directly or indirectly, of the power to direct
management and policies of a person or entity, whether through the ownership of voting securities,
contract or otherwise.




          (b) For purposes of this Agreement, references to the “Company” shall include, in addition to
the resulting corporation, any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had continued, would have
had power and authority to indemnify its agents, fiduciaries and other Affiliated Persons, so that
if Indemnitee is or was an agent, control person, fiduciary or an Affiliated Person of such
constituent corporation, or is or was serving at the request of such constituent corporation as a
control person, agent or fiduciary or another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise, such Indemnitee shall stand in the same position under the
provisions of this Agreement with respect to the resulting or surviving corporation as such
Indemnitee would have with respect to such constituent corporation if its separate existence had
continued.




          (c) For purposes of this Agreement, references to “other enterprises” shall include employee
benefit plans; references to “fines” shall include any excise taxes assessed on any Indemnitee with
respect to an employee benefit plan; and references to “serving at the request of the Company”
shall include any service as an agent or fiduciary of the Company which imposes duties on, or
involves services by, such agent, fiduciary or other Affiliated Person with respect to an employee
benefit plan, its participants or its beneficiaries; and if any Indemnitee acted in good faith and
in a manner such Indemnitee reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan, such Indemnitee shall be deemed to have acted in a
manner “not opposed to the best interests of the Company” as referred to in this Agreement.




          (d) For purposes of this Agreement a “Change in Control” shall be deemed to have occurred if
(i) any “person” (as such term in used in Sections 13(d) and 14(d) of the Exchange Act, other than
a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a
corporation owned directly or indirectly by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company, (A) who is or becomes the beneficial
owner, directly or indirectly, of securities of the Company representing 40% or more of the
combined voting power of the Company’s then outstanding Voting Securities, increases his beneficial
ownership of such securities by 5% or more over the


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percentage so owned by such person, or (B) becomes the “beneficial owner” (as defined in Rule
13d-3 under said Act), directly or indirectly, of securities of the Company representing more than
50% of the total voting power represented by the Company’s then outstanding Voting Securities, (ii)
during any period of two consecutive years, individuals who at the beginning of such period
constitute the Board of Directors of the Company and any new director whose election by the Board
of Directors or nomination for election by the Company’s stockholders was approved by a vote of at
least two-thirds of the directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously so approved, cease for
any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a
merger or consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the Voting Securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by being converted into
Voting Securities of the surviving entity) at least 60% of the total voting power represented by
the Voting Securities of the Company or such surviving entity outstanding immediately after such
merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the Company of (in one transaction or
a series of transactions) all or substantially all of the Company’s assets.




          (e) For purposes of this Agreement, “Independent Legal Counsel” shall mean an attorney or firm
of attorneys, selected in accordance with the provisions of Section 1(b) hereof, who shall not have
otherwise performed services for the Company or any Indemnitee within the last three years (other
than with respect to matters concerning the right of any Indemnitee under this Agreement, or of
other indemnitees under similar indemnity agreements).




          (f) For purposes of this Agreement, a “Reviewing Party” shall mean any appropriate person or
body consisting of a member or members of the Company’s Board of Directors or any other person or
body appointed by the Board of Directors who is not a party to the particular Claim for which an
Indemnitee is seeking indemnification, or Independent Legal Counsel.




          (g) For purposes of this Agreement, “Voting Securities” shall mean any securities of the
Company that vote generally in the election of directors.




          (h) For purpose of this Agreement, “Securities Claim” means any Claim related to Indemnitees’
actions or omissions (or alleged actions or omissions) in connection with the acquisition of the
Notes (as defined in the Purchase Agreement), or the acquisition or warrants to purchase Common
Stock and the acquisition of shares of Series G Preferred Stock upon the conversion of the Notes,
or in connection with any other securities issuance by the Company.




     11. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall constitute an original.



     12. Binding Effect; Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their respective successors,
assigns, including any direct or indirect successor by purchase, merger, consolidation



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or otherwise to all or substantially all of the business and/or assets of the Company (and the
Company may assign its rights and obligations in connection with any such transaction without the
consent of any Indemnitee), spouses, heirs, and personal and legal representatives. The Company
shall require and cause any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all, substantially all, or a substantial part, of the business
and/or assets of the Company, by written agreement in form and substance satisfactory to each
Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform if no such succession had taken place.
This Agreement shall continue in effect with respect to Claims relating to Indemnification Events
regardless of whether any Indemnitee continues to serve as an agent, controlling person, or
fiduciary of the Company or of any other enterprise at the Company’s request.



     13. Attorneys’ Fees. In the event that any action is instituted by an Indemnitee
under this Agreement or under any liability insurance policies maintained by the Company to enforce
or interpret any of the terms hereof or thereof, any Indemnitee shall be entitled to be paid all
Expenses incurred by such Indemnitee with respect to such action, regardless of whether such
Indemnitee is ultimately successful in such action, and shall be entitled to the advancement of
Expenses with respect to such action, unless, as a part of such action, a court of competent
jurisdiction over such action determines that each of the material assertions made by such
Indemnitee as a basis for such action was not made in good faith or was frivolous. In the event of
an action instituted by or in the name of the Company under this Agreement to enforce or interpret
any of the terms of this Agreement, the Indemnitee shall be entitled to be paid all Expenses
incurred by such Indemnitee in defense of such action (including Expenses incurred with respect to
Indemnitee counterclaims and cross-claims made in such action), and shall be entitled to the
advancement of Expenses with respect to such action, unless, as a part of such action, a court
having jurisdiction over such action determines that each of such Indemnitee’s material defenses to
such action was made in bad faith or was frivolous.



     14. Notice. All notices and other communications required or permitted hereunder
shall be in writing and shall be effective upon the earlier of receipt or (a) five (5) days after
deposit with the U.S. Postal Service or other applicable postal service, if delivered by first
class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day after
the business day of deposit with Federal Express or similar overnight courier, freight prepaid, or
(d) one business day after the day of delivery by facsimile transmission, if deliverable by
facsimile transmission, with copy by first class mail, postage prepaid, and shall be addressed if
to an Indemnitee at the Indemnitee’s address as set forth beneath the Indemnitee’s signature to
this Agreement, and if to the Company at the address of its principal corporate offices (attention:
Chief Executive Officer) or at such other address as such party may designate by ten days’ advance
written notice to the other party hereto.



     15. Consent to Jurisdiction. The Company and each Indemnitee each hereby irrevocably
consent to the jurisdiction of the courts of the State of Minnesota for all purposes in connection
with any action or proceeding which arises out of or relates to this Agreement and agree that any
action instituted under this Agreement shall be commenced, prosecuted and continued only in the
courts of the State of Minnesota in and for Hennepin County, which shall be the exclusive and only
proper forum for adjudicating such a claim.



10









 





     16. Severability. The provisions of this Agreement shall be severable in the event
that any of the provisions hereof (including any provision within a single section, paragraph or
sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise
unenforceable, and the remaining provisions shall remain enforceable to the fullest extent
permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement
(including, without limitations, each portion of this Agreement containing any provision held to be
invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall
be construed so as to give effect to the intent manifested by the provision held invalid, illegal
or unenforceable.



     17. Choice of Law. This Agreement shall be governed by and its provisions construed
and enforced in accordance with the laws of the State of Minnesota, as applied to contracts between
Minnesota residents, entered into and to be performed entirely within the State of Minnesota,
without regard to the conflict of laws principles thereof.



     18. Subrogation. In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of each Indemnitee, who
shall execute all documents required and shall do all acts that may be necessary to secure such
rights and to enable the Company effectively to bring suite to enforce such rights.



     19. Third Party Beneficiaries. Each Indemnitee is an intended third party beneficiary
of this Agreement.



     20. Amendment and Termination. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless it is in writing signed by all parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver.



     21. Integration and Entire Agreement. This Agreement and the Purchase Agreement set
forth the entire understanding between the parties hereto with respect to the subject matter
hereof.



[Signature pages follow.]




11









 








     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	COMPANY



XATA CORPORATION



a Minnesota corporation

 	 	 
	By:  	/s/ Wesley C. Fredenburg
 	 	 
	 	Name:  	Wesley C. Fredenburg 	 	 
	 	Title:  	General Counsel and Secretary 	 	 



Address: 965 Prairie Center Drive, Eden Prairie, MN 55344




[Investor Indemnification Agreement]
















 








	 	 	 	 	 
	TCV ENTITIES



TCV VII, L.P.

a Cayman Islands exempted limited partnership,

acting by its general partner



Technology Crossover Management VII, L.P.

a Cayman Islands exempted limited partnership,

acting by its general partner



Technology Crossover Management VII, Ltd.

a Cayman Islands exempted company

 	 	 
	By:  	/s/ Frederic D. Fenton
 	 	 
	 	Name:  	Frederic D. Fenton 	 	 
	 	Title:  	Attorney in Fact 	 	 
	 



	 	 	 	 	 
	TCV VII (A), L.P.

a Cayman Islands exempted limited partnership,

acting by its general partner



Technology Crossover Management VII, L.P.

a Cayman Islands exempted limited partnership,

acting by its general partner



Technology Crossover Management VII, Ltd.

a Cayman Islands exempted company

 	 	 
	By:  	/s/ Frederic D. Fenton
 	 	 
	 	Name:  	Frederic D. Fenton 	 	 
	 	Title:  	Attorney in Fact 	 	 
	 



	 	 	 	 	 
	TCV Member Fund, L.P.

a Cayman Islands exempted limited partnership,

acting by its general partner



Technology Crossover Management VII, Ltd.

a Cayman Islands exempted company

 	 	 
	By:  	/s/ Frederic D. Fenton
 	 	 
	 	Name:  	Frederic D. Fenton 	 	 
	 	Title:  	Attorney in Fact 	 	 
	 



[Investor Indemnification Agreement]