exv10w2





EXHIBIT
10.2





EQUITY PURCHASE AGREEMENT




by and among




XATA CORPORATION




and




KELLY FREY, a resident of the City of Kitchener, Ontario




DATED AS OF December 2, 2009














 





TABLE OF
CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	 	Page	 
	ARTICLE 1

	 	DEFINITIONS
	 	 	1	 
	1.1

	 	Definitions
	 	 	1	 
	1.2

	 	Interpretation
	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE 2

	 	PURCHASE AND SALE
	 	 	4	 
	2.1

	 	Purchase of the Shares
	 	 	4	 
	2.2

	 	Purchase Price
	 	 	4	 
	2.3

	 	Closing Payment
	 	 	4	 
	2.4

	 	Purchase Price Adjustment
	 	 	4	 
	 
	 	 	 	 	 	 
	ARTICLE 3

	 	REPRESENTATIONS AND WARRANTIES OF SELLER
	 	 	4	 
	3.1

	 	Capacity
	 	 	4	 
	3.2

	 	Due Execution and Delivery; Binding Obligations
	 	 	4	 
	3.3

	 	Title/Claim to Shares
	 	 	4	 
	3.4

	 	No Conflict or Violation
	 	 	5	 
	3.5

	 	Resident of Canada
	 	 	5	 
	3.6

	 	Own Investigation
	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE 4

	 	REPRESENTATIONS AND WARRANTIES OF PURCHASER
	 	 	5	 
	4.1

	 	Organization and Authorization of Purchaser
	 	 	5	 
	4.2

	 	Due Execution and Delivery; Binding Obligations
	 	 	5	 
	4.3

	 	No Conflict or Violation
	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE 5

	 	COVENANTS
	 	 	6	 
	5.1

	 	Confidentiality
	 	 	6	 
	5.2

	 	Publicity
	 	 	7	 
	5.3

	 	Tax Matters
	 	 	7	 
	5.4

	 	Further Assurances
	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE 6

	 	CONDITIONS PRECEDENT TO PURCHASER’S PERFORMANCE
	 	 	7	 
	6.1

	 	Accuracy of Seller’s Representations and Warranties
	 	 	7	 
	6.2

	 	Performance of Seller’s Covenants
	 	 	7	 
	6.3

	 	No Governmental Order or Adverse Law
	 	 	7	 
	6.4

	 	Deliverables
	 	 	7	 
	6.5

	 	Contemporaneous Closing
	 	 	8	 
	 
	 	 	 	 	 	 
	ARTICLE 7

	 	CONDITIONS PRECEDENT TO SELLER’S PERFORMANCE
	 	 	8	 
	7.1

	 	Accuracy of Purchaser’s Representations and Warranties
	 	 	8	 
	7.2

	 	Performance of Purchaser’s Covenants
	 	 	8	 
	7.3

	 	No Governmental Order or Adverse Law
	 	 	8	 
	7.4

	 	Deliverables
	 	 	8	 
	 
	 	 	 	 	 	 
	ARTICLE 8

	 	TERMINATION PRIOR TO CLOSING
	 	 	8	 






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TABLE OF
CONTENTS
(continued)




	 	 	 	 	 	 	 
	 	 	 	 	 	Page	 
	8.1

	 	Termination
	 	 	8	 
	8.2

	 	Effect on Obligations
	 	 	8	 
	 
	 	 	 	 	 	 
	ARTICLE 9

	 	THE CLOSING
	 	 	9	 
	9.1

	 	Closing
	 	 	9	 
	9.2

	 	Seller’s Obligations
	 	 	9	 
	9.3

	 	Purchaser’s Obligations
	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE 10

	 	MISCELLANEOUS PROVISIONS
	 	 	9	 
	10.1

	 	Fees and Expenses
	 	 	9	 
	10.2

	 	Notices
	 	 	10	 
	10.3

	 	Entire Agreement
	 	 	10	 
	10.4

	 	Governing Law
	 	 	11	 
	10.5

	 	Waiver and Amendment
	 	 	11	 
	10.6

	 	Assignment
	 	 	11	 
	10.7

	 	Successors and Assigns
	 	 	11	 
	10.8

	 	No Third Party Beneficiaries
	 	 	11	 
	10.9

	 	Severability
	 	 	11	 
	10.10

	 	No Presumption
	 	 	11	 
	10.11

	 	Counterparts
	 	 	12	 
	10.12

	 	Facsimile Signatures
	 	 	12	 
	10.13

	 	Waiver of Jury Trial
	 	 	12	 







-ii-











 





EQUITY PURCHASE AGREEMENT




          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”).



R E C I T A L S




          A. The Seller owns 54,550 issued and outstanding common shares of capital stock (the
“Shares”) of Turnpike Global Technologies Inc. (the “Company”).



          B. The Seller desires to sell the Shares to Purchaser, and Purchaser desires to purchase the
Shares from Seller, on the terms and subject to the conditions set forth in this Agreement.



A G R E E M E N T




          NOW, THEREFORE, in consideration of the foregoing recitals and the respective covenants,
agreements, representations and warranties contained herein, the parties, intending to be legally
bound, agree as follows:



ARTICLE 1

DEFINITIONS





	1.1	 	Definitions.The following capitalized terms used herein shall have the meanings
indicated:






“Agreement” has the meaning given to such term in the preamble hereto.




“Ancillary Documents” means, with respect to a Person, any document executed
and delivered by or on behalf of such Person, in connection with the execution and
delivery of this Agreement or Closing, pursuant to the terms of this Agreement (but
not including this Agreement).




“Business Day” means any day, other than a Saturday or Sunday or a statutory
holiday, on which banks are generally open for the transaction of business in
Minneapolis, Minnesota and Toronto, Ontario.




“ Company” has the meaning given to such term in the preamble hereto.




“Closing” has the meaning given to such term in Section 9.1.




“Closing Date” has the meaning given to such term in Section 9.1.




“Contract” means any contract, purchase order, license, lease instrument,
note, agreement, arrangement, or other binding commitment or obligation, in each
case whether written or oral.



 









 






“Encumbrance” means any mortgage, lien, pledge, charge, security interest,
encumbrance, or restriction.




“Frey Release” means a release by the Seller of the Company, Turnpike LLC
and the Purchaser in the form of Schedule “A” hereto.




“Governmental Authority” means (i) any nation, state, province, county, city
or other legal jurisdiction, (ii) any federal, state, provincial, local, municipal,
foreign or other government, (iii) any governmental or quasi-governmental authority
of any nature or (iv) any body exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.




“Laws” means all laws of any country or any political subdivision thereof,
including, without limitation, all federal, state, provincial, and local statutes,
regulations, ordinances, orders or decrees or any other laws, common law theories or
reported decisions of any court




“Organizational Documents” means, with respect to a Person: (a) the articles
or certificate of incorporation, formation or organization (as applicable) and the
by-laws or similar governing document of such Person; (b) any limited liability
company agreement, partnership agreement, operating agreement, shareholder
agreement, or similar document of or regarding such Person; (c) any other charter or
organizational document adopted or filed in connection with the incorporation,
formation, organization or governance of such Person; or (d) any amendment to any of
the foregoing.




“Permits” means all franchises, permits, licenses, qualifications, municipal
and other authorizations, orders and other rights from, and filings with, any
Governmental Authority.




“Person” means any individual, any entity or any unincorporated
organization, including a partnership, a corporation, a limited liability company,
an association, a joint stock company, a trust, or a joint venture.




“Primary Equity Purchase Agreement” means the agreement expected to be
entered into between the Purchaser, the Company, Turnpike LLC and those holders of
shares and membership interests of the Company and Turnpike LLC, as applicable,
other than the Seller, and the representative of such holders, pursuant to which the
Purchaser agrees to acquire such shares and membership interests from such holders
on the terms and conditions therein set forth.




“Purchase Price” has the meaning given to such term in Section 2.2.




“Purchaser” has the meaning given to such term in the preamble hereto.




“representative” of a party means any officer, director, manager, employee,
principal, member, shareholder or partner of such party or any attorney, accountant
or advisor to such party.



- 2 -









 






“Seller” has the meaning given to such term in the preamble hereto.




“Shares” has the meaning given to such term in the recitals to this
Agreement.




“Tax(es)” means all taxes, charges, fees, levies, duties, imposts or other
assessments or charges imposed by and required to be paid to any federal, state,
provincial, local or foreign taxing authority, including, without limitation,
income, excise, property (whether real or tangible personal property), sales, use,
transfer, gains, ad valorem, value added, stamp, payroll, windfall, profits, gross
receipts, license, occupation, commercial activity, employment, withholding, social
security, workers’ compensation, unemployment compensation, capital stock and
franchise taxes, alternative or add-on minimum (including any interest, penalties or
additions attributable to or imposed on or with respect to any such assessment) and
any estimated payments or estimated taxes.




“Turnpike LLC” means Turnpike Global Technologies LLC, a Delaware limited
liability company.




“Turnpike Release” means a release by the Company, Turnpike LLC, Brendan
Staub, Colin David Warkentin, Rakinder Kalari and the Purchaser of the Seller in the
form of Schedule “B” hereto.



1.2 Interpretation. In this Agreement, unless otherwise specified or where
the context otherwise requires: language shall be construed simply according to its
fair meaning and not strictly for or against any party;





	 	(b)	 	the headings of particular provisions of this Agreement are inserted for
convenience only and will not be construed as a part of this Agreement or serve as a
limitation or expansion on the scope of any term or provision of this Agreement;
	 
	 	(c)	 	words importing any gender shall include other genders;
	 
	 	(d)	 	words importing the singular only shall include the plural and vice versa;
	 
	 	(e)	 	the words “include,” “includes” or “including” shall be deemed to be followed
by the words “without limitation;”
	 
	 	(f)	 	the words “hereby,” “hereof,” “herein” and “herewith” and words of similar
import shall, unless otherwise stated, be construed to refer to this Agreement as a
whole and not to any particular provision of this Agreement;
	 
	 	(g)	 	references to “Article,” “Section” or “Schedule” shall be to an Article,
Section or Schedule of or to this Agreement;
	 
	 	(h)	 	references to any Person include the successors and permitted assigns of such
Person;




- 3 -









 






	 	(i)	 	any definition of or reference to any Law, agreement, instrument or other
document herein will be construed as referring to such Law, agreement, instrument or
other document as from time to time amended, supplemented or otherwise modified;
	 
	 	(j)	 	any definition of or reference to any statute will be construed as referring
also to any rules and regulations promulgated thereunder;
	 
	 	(k)	 	references to “dollars” and “$” shall, unless otherwise stated, refer to
Canadian dollars.





ARTICLE 2

PURCHASE AND SALE



2.1 Purchase of the Shares. On the terms and subject to the conditions of this Agreement,
at the Closing the Seller shall sell, assign and deliver the Shares to Purchaser, and Purchaser
shall purchase and acquire the Shares from the Seller.



2.2 Purchase Price. The aggregate purchase price for the Shares (the “Purchase
Price”) shall be equal to $1,000,000 (One Million Dollars).



2.3 Closing Payment. The Purchase Price shall be paid at Closing by Purchaser by wire
transfer of immediately available funds to such account as the Seller designates in writing prior
to the Closing.



2.4 Purchase Price Adjustment. There shall be no post-Closing adjustment of any nature
whatsoever to the Purchase Price.




ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER




          The Seller represents and warrants to Purchaser as follows.



3.1 Capacity. The Seller has the legal capacity to execute and deliver this Agreement and
the Ancillary Documents, to perform his obligations hereunder and thereunder, and to consummate the
transactions contemplated hereby and thereby.



3.2 Due Execution and Delivery; Binding Obligations. This Agreement has been, and at the
Closing the Ancillary Documents will be, duly executed and delivered by the Seller, and this
Agreement constitutes, and each Ancillary Document will constitute when executed, a legal, valid
and binding agreement of the Seller, enforceable against the Seller in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement,
moratorium or other Laws relating to or limiting creditors’ rights generally or by equitable
principles relating to enforceability.



3.3 Title/Claim to Shares. The Seller owns, of record and beneficially, the Shares and the
Shares are free and clear of all Encumbrances, except for restrictions on transfer under provincial
securities Laws. The Seller has no right, title or interest of any nature whatsoever, in


- 4 -









 






the Company or Turnpike LLC (other than the Shares), or any of their respective assets, and in
particular, but without limitation, has no right to acquire any additional interest of any nature
whatsoever (including by way of equity interest or otherwise) in, and no claim, or basis for a
claim, against, the Company, Turnpike LLC, or any of their respective assets.



3.4 No Conflict or Violation. Neither the execution and delivery of this Agreement by the
Seller nor the consummation of the transactions contemplated hereby by the Seller will result in
(i) a violation by the Seller of any applicable Law, (ii) a breach or violation by the Seller of or
default under any order, judgment, writ, injunction decree or award to which the Seller is a party
or by which the Seller or the Shares are bound, or (iii) a breach, violation of or a default under,
conflict with or give rise to or create any right of any Person to accelerate, increase, terminate,
modify or cancel any right or obligation in a manner adverse to the Seller, or result in the
creation of any Encumbrance under, any Contract or other obligation to which the Seller or the
Shares may be subject. No consents, Permits, approvals or authorizations of, or notices,
declarations, filings, applications, transfers or registrations with, any Governmental Authority or
any other Person are required to be made or obtained by the Seller by virtue of the execution,
delivery or performance of this Agreement or the consummation of the transactions contemplated
hereby.



3.5 Resident of Canada. The Seller is not a non-resident of Canada within the meaning of
the Income Tax Act (Canada).



3.6 Own Investigation. The Seller has made such enquiries and investigations as he has
deemed necessary or desirable in order to evaluate the terms and conditions of this Agreement, has
relied on no representations by any Person (including the Company, Turnpike LLC or the Purchaser or
any representative thereof), other than those expressly set forth herein, in evaluating such terms
and conditions and has received independent legal and financial advice with respect to the matters
herein set forth.




          The Seller makes no representations or warranties, express or implied, of any nature
whatsoever except as specifically set forth in this Agreement and the Ancillary Documents.




ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF PURCHASER




          Purchaser represents and warrants to Seller as follows:



4.1 Organization and Authorization of Purchaser. Purchaser is a corporation duly organized,
validly existing and in good standing under the Laws of the State of Minnesota. Purchaser has the
requisite corporate power and authority to enter into this Agreement, to perform its obligations
hereunder, and to consummate the transactions contemplated hereby.



4.2 Due Execution and Delivery; Binding Obligations. The execution, delivery and
performance by Purchaser of this Agreement have been duly authorized by all necessary action on the
part of Purchaser. This Agreement has been, and at the Closing the Ancillary Documents will be,
duly executed and delivered by Purchaser. This Agreement constitutes, and each


- 5 -









 






Ancillary Document will constitute when executed, a legal, valid and binding agreement of
Purchaser, enforceable in accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, arrangement, moratorium or similar Laws relating to or
limiting creditors’ rights generally or by equitable principles relating to enforceability.



4.3 No Conflict or Violation. Neither the execution and delivery of this Agreement by
Purchaser nor the consummation of the transactions contemplated hereby will result in (i) a
violation of, or a conflict with, Purchaser’s Organizational Documents, (ii) a violation by
Purchaser of any applicable Law, or (iii) a violation by Purchaser of any order, judgment, writ,
injunction decree or award to which it is a party or by which it is bound. No consents, Permits,
approvals or authorizations of, or notices, declarations, filings, applications, transfers or
registrations with, any Governmental Authority or any other Person are required to be made or
obtained by the Purchaser by virtue of the execution, delivery or performance of this Agreement or
the consummation of the transactions contemplated hereby.




          Purchaser makes no representations or warranties, express or implied, of any nature whatsoever
except as specifically set forth in this Agreement and the Ancillary Documents.




ARTICLE 5

COVENANTS



5.1 Confidentiality. For a period of five years from the Closing Date, Seller will hold, in
confidence, except to the extent required by applicable Law, all confidential information
(including trade secrets) regarding the Company or Turnpike LLC, except to the extent that such
information can be shown to have been (i) previously known on a nonconfidential basis by Seller,
(ii) in the public domain through no fault of the Seller or (iii) later lawfully acquired by Seller
from sources (other than the Company or Turnpike LLC or their respective employees, or the
Purchaser or any of its subsidiaries) that are not under a non-disclosure or confidentiality
obligation in favour of the Company or Turnpike LLC or the Purchaser or any of its subsidiaries;
provided, that Seller may disclose such information (A) to his representatives who need to know
such information for purposes of participating in the evaluation, negotiation and/or execution of
the transactions contemplated by this Agreement and the Ancillary Documents so long as such persons
are informed by Seller of the confidential nature of such information and are directed by Seller to
treat such information confidentially and (B) to the extent required to defend any claim asserted
against Seller or assert any claim that may be available to Seller. The Seller shall be responsible
for any failure to treat such information confidentially by such persons. The Seller specifically
acknowledges and agrees that (1) this Section 5.1 and each term hereof are reasonable and
necessary to ensure that the Purchaser receives the expected benefits of acquiring the Shares, (2)
the Purchaser has refused to enter into this Agreement in the absence of this Section 5.1
and (3) breach of this Section 5.1 will harm the Purchaser to such an extent that monetary
damages alone would be an inadequate remedy. Therefore, in the event of a breach by the Seller of
this Section 5.1, the Purchaser (in addition to all other remedies the Purchaser may have)
will be entitled to seek a temporary restraining order, injunction and other equitable relief
(without posting any bond or other security) restraining the Seller from committing or continuing
such breach.




- 6 -









 







5.2 Publicity. Except as may be required by applicable Law and regulations, the Seller
shall not make any public announcements in respect of this Agreement or the transactions
contemplated hereby or otherwise communicate with any news media without prior consent of
Purchaser.



5.3 Tax Matters. All transfer, documentary, sales, use, stamp, registration and other such
Taxes and fees (including any penalties and interest) incurred in connection with this Agreement
shall be paid by the Seller when due, and the Seller will, at his own expense, file all necessary
tax returns and other documentation with respect to all such transfer, documentary, sales, use,
stamp, registration and other Taxes and fees.



5.4 Further Assurances. Each party will execute, acknowledge and deliver such documents and
instruments reasonably requested by the other party, and will take any other action consistent with
the terms of this Agreement that may reasonably be requested by the other party, for the purpose of
giving effect to the transactions contemplated by this Agreement; provided, however, the Seller
specifically acknowledges and agrees that the completion of the transactions contemplated by the
Primary Equity Purchase Agreement is at the sole discretion of the Purchaser and that the Purchaser
shall be entitled to take or omit to take any action or to accept any state of affairs or
circumstance in connection with the closing of such transactions of any nature whatsoever.




ARTICLE 6

CONDITIONS PRECEDENT TO PURCHASER’S PERFORMANCE




          The obligation of Purchaser to consummate the transactions contemplated by this Agreement is
subject to the satisfaction, at or before the Closing Date, of each of the following conditions,
unless waived in writing by Purchaser:



6.1 Accuracy of Seller’s Representations and Warranties. The representations and warranties
of Seller contained in this Agreement shall be true and correct when made and on and as of the
Closing Date as though made at that time.



6.2 Performance of Seller’s Covenants. All covenants, agreements and obligations required
by the terms of this Agreement to be performed, satisfied or complied with by the Seller at or
before the Closing Date shall have been duly and properly performed, satisfied and complied with at
or before the Closing Date.



6.3 No Governmental Order or Adverse Law. There shall not be any applicable Law that
restrains, prohibits or enjoins (whether temporarily, preliminarily or permanently) consummation of
any transaction contemplated herein that has been enacted, issued, promulgated, enforced or
entered. There shall not be any pending or threatened proceeding, order, writ, judgment,
injunction, decree, stipulation, determination or award by any Governmental Authority that seeks to
restrain, prohibit or enjoin (whether temporarily, preliminarily or permanently), or that
reasonably could cause the rescission of, or otherwise challenge the validity of, the consummation
of any transaction contemplated herein.



6.4 Deliverables. Purchaser shall have received from the Seller each of the deliverables
described in Section 9.2 .




- 7 -









 







6.5 Contemporaneous Closing. All conditions of Closing for the benefit of the Purchaser
under the Primary Equity Purchase Agreement shall have been satisfied or shall have been waived by
it and the transactions contemplated thereby shall have closed as contemplated thereby.




ARTICLE 7

CONDITIONS PRECEDENT TO SELLER’S PERFORMANCE




          The obligation of Seller to consummate the transactions contemplated by this Agreement is
subject to the satisfaction, at or before the Closing Date, of each of the following conditions,
unless waived in writing by Seller:



7.1 Accuracy of Purchaser’s Representations and Warranties. The representations and
warranties of Purchaser contained in this Agreement shall be true and correct when made and on and
as of the Closing Date as though made at that time .



7.2 Performance of Purchaser’s Covenants. All covenants, agreements and obligations
required by the terms of this Agreement to be performed, satisfied or complied with by Purchaser at
or before the Closing Date shall have been duly and properly performed, satisfied and complied with
by Purchaser at or before the Closing Date.



7.3 No Governmental Order or Adverse Law. There shall not be any applicable Law that
restrains, prohibits or enjoins (whether temporarily, preliminarily or permanently) consummation of
any transaction contemplated herein that has been enacted, issued, promulgated, enforced or
entered. There shall not be any pending or threatened proceeding, order, writ, judgment,
injunction, decree, stipulation, determination or award by any Governmental Authority that seeks to
restrain, prohibit or enjoin (whether temporarily, preliminarily or permanently), or that
reasonably could cause the rescission of, or otherwise challenge the validity of, the consummation
of any transaction contemplated herein.



7.4 Deliverables. Seller shall have received from Purchaser each of the deliverables
described in Section 9.3.




ARTICLE 8

TERMINATION PRIOR TO CLOSING



8.1 Termination. This Agreement and the transactions contemplated hereby may be terminated
at any time prior to Closing:





	 	(a)	 	By the mutual written consent of Purchaser and Seller; or
	 
	 	(b)	 	By either party if the transaction contemplated hereby has not been completed
on or before January 31, 2010.




8.2 Effect on Obligations. Termination of this Agreement pursuant to Section 8.1
shall terminate all obligations of the parties hereunder, and upon such termination this Agreement
shall become void and have no effect without any liability on the part of any party, except for the
obligations under 5.2 (Publicity) and Article X (Miscellaneous
Provisions);




- 8 -









 







provided, however, that termination shall not relieve any party defaulting or
breaching this Agreement from any liability for such default or breach (or be deemed a waiver of
any right of the non-defaulting or non-breaching party in connection therewith). The exercise of a
right of termination of this Agreement is not an election of remedies.




ARTICLE 9

THE CLOSING



9.1 Closing. Subject to the satisfaction and/or waiver of the conditions set forth herein,
the consummation of the sale and purchase of the Shares (the “Closing”) shall occur
simultaneously with the closing of the transactions contemplated by the Primary Equity Purchase
Agreement or on such other date as may be mutually agreed to by the parties (the “Closing
Date”) and will be effective as at the time at which the closing under the Primary Equity
Purchase Agreement is effective.



9.2 Seller’s Obligations. At the Closing, the Seller shall deliver to Purchaser:





	 	(a)	 	the certificate(s) representing the Shares, accompanied by stock transfer
power(s), duly executed by the Seller, and otherwise in a form acceptable for transfer
on the books of the Company and approved in advance by the Purchaser (such approval not
to be unreasonably withheld);
	 
	 	(b)	 	a certificate, dated the Closing Date, from the Seller, certifying that the
conditions specified in Section 6.1 and Section 6.2 above have been
fulfilled;
	 
	 	(c)	 	the Frey Release duly executed by the Seller and any other person under the
Seller’s control and a party thereto; and
	 
	 	(d)	 	a consent to the dismissal without costs of the action commenced by the Seller
in the Ontario Court of Justice having Court File No. C-1239-09 signed by the
solicitors of record for the plaintiffs and by the defendants in such action in the
form of Schedule “C” hereto.




9.3 Purchaser’s Obligations. At the Closing, Purchaser shall:





	 	(a)	 	pay the Purchase Price in accordance with Section 2.3;
	 
	 	(b)	 	deliver to the Seller a certificate, dated the Closing Date, from Purchaser and
signed by an authorized officer of Purchaser, certifying that the conditions specified
in Section 7.1 and Section 7.2 above have been fulfilled;
	 
	 	(c)	 	deliver to the Seller the Turnpike Release duly executed by the Company,
Turnpike LLC, Brendan Staub, Colin David Warkentin, Rakinder Kalari and the Purchaser;
and
	 
	 	(d)	 	a consent to the dismissal without costs of the action commenced by the Seller
in the Ontario Court of Justice having Court File No. C-1239-09 signed by the
solicitors of record for the plaintiffs and by the defendants in such action in the
form of Schedule “C” hereto.





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ARTICLE 10

MISCELLANEOUS PROVISIONS



10.1 Fees and Expenses. Except as otherwise provided herein, each party hereto shall pay
the costs and expenses incurred by it or on its behalf in connection with the negotiation,
preparation and execution of this Agreement and the consummation of the transactions contemplated
hereby, including, without limitation, the fees and expenses of attorneys and accountants.



10.2 Notices. All notices, requests, demands and other communications made under this
Agreement shall be in writing, correctly addressed to the recipient as follows:




	 	 	 
	If to Purchaser:

	 	XATA Corporation

965 Prairie Center Drive

Eden Prairie, MN 55344

Attn: Mark Ties

Facsimile No.: (952) 641-5848
	 
	 	 
	with a copy to:

	 	Faegre & Benson LLP

2200 Wells Fargo Center

90 South Seventh Street

Minneapolis, Minnesota 55402

Attn: Michael Coddington, Esq.

Facsimile No.: (612) 766-1600
	 
	 	 
	If to Seller:

	 	Kelly Frey

54 Whisperwood Court

Kitchener, ON

N2P 2A9

Facsimile No.: (707) 221-3749
	 
	 	 
	with a copy to:

	 	Gowling Lafleur Henderson LLP

1020-50 Queen Street North

P.O. Box 2248

Kitchener, ON

N2H 6M2

Attn: W. David Petras

Facsimile No.: (519) 571-5006





Notices, requests, demands and other communications made under this Agreement shall be deemed to
have been duly given (i) upon delivery, if served personally on the party to whom notice is to be
given, (ii) on the date of receipt, refusal or non-delivery indicated on the receipt if mailed to
the party to whom notice is to be given by registered or certified, postage prepaid or by air
courier, or (iii) upon confirmation of transmission, if sent by facsimile. Any party may give




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written notice of a change of address in accordance with the provisions of this Section
10.2 and after such notice of change has been received, any subsequent notice shall be given to
such party in the manner described at such new address.



10.3 Entire Agreement. This Agreement, together with the Release once executed, sets forth
the entire agreement between the parties with regard to the subject matter hereof, and supersedes
all other prior agreements and understandings, written or oral, between the parties with respect to
such subject matter.



10.4 Governing Law. The validity, construction and performance of this Agreement, and any
action arising out of or relating to this Agreement shall be governed by the Laws of Ontario and
the laws of Canada applicable therein.



10.5 Waiver and Amendment. This Agreement may be amended, supplemented, modified and/or
rescinded only through an express written instrument signed by the parties or their respective
permitted assigns. Either party may specifically and expressly waive in writing any portion of this
Agreement or any breach hereof, but only to the extent such provision is for the benefit of the
waiving party, and no such waiver shall constitute a further or continuing waiver of any preceding
or succeeding breach of the same or any other provision. The consent by one party to any act for
which such consent was required shall not be deemed to imply consent or waiver of the necessity of
obtaining such consent for the same or similar acts in the future, and no forbearance by a party to
seek a remedy for noncompliance or breach by another party shall be construed as a waiver of any
right or remedy with respect to such noncompliance or breach.



10.6 Assignment. Except as specifically provided otherwise in this Agreement, neither this
Agreement nor any interest herein shall be assignable (voluntarily, involuntarily, by judicial
process, operation of Law or otherwise), in whole or in part, by either party without the prior
written consent of the other party, and any such attempted assignment shall be null and void.



10.7 Successors and Assigns. Each of the terms, provisions and obligations of this
Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the
parties and their respective legal representatives, successors and permitted assigns.



10.8 No Third Party Beneficiaries. Except as otherwise specifically set forth herein,
nothing in this Agreement will be construed as giving any Person, other than the parties to this
Agreement and their successors and permitted assigns, any right, remedy or claim under, or in
respect of, this Agreement or any provision hereof.



10.9 Severability. It is the desire and intent of the parties that the provisions of this
Agreement be enforced to the fullest extent permissible under the Law and public policies applied
in each jurisdiction in which enforcement is sought. Accordingly, if any term or provision of this
Agreement, or the application thereof to any Person or circumstance, is adjudicated by a court of
competent jurisdiction to be invalid, prohibited or unenforceable in any jurisdiction: (i) a
substitute and equitable provision shall be substituted therefor in order to carry out, so far as
may be valid and enforceable in such jurisdiction, the intent and purpose of the invalid,
prohibited or unenforceable provision; and (ii) the remainder of this Agreement and the application
of such provision to other persons or circumstances shall not be affected by such


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invalidity, prohibition or unenforceability, nor shall such invalidity, prohibition or
unenforceability of such provision affect the validity or enforceability of such provision, or the
application thereof, in any other jurisdiction.



10.10 No Presumption. This Agreement shall be construed without regard to any presumption
or rule requiring construction or interpretation against the party drafting or causing any
instrument to be drafted.



10.11 Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute a single agreement.



10.12 Facsimile Signatures. This Agreement and any other document or agreement executed in
connection herewith may be executed by delivery of a facsimile or other electronically-transmitted
copy of an executed signature page with the same force and effect as the delivery of an originally
executed signature page.



10.13 Waiver of Jury Trial. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A
JURY TRIAL IN ANY PROCEEDING EXISTING UNDER OR RELATING TO THIS AGREEMENT OR ANY ANCILLARY
DOCUMENT.




[The remainder of this page has been intentionally left blank. Signature page follows.]




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[Signature page to Equity Purchase Agreement]




          IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the date first set
forth above.



	 	 	 
	PURCHASER:	 	SELLER:
	 
	XATA CORPORATION
	 	 
	 
	 	 
	 

	 	/s/ Kelly Frey
	 

	 	 
	 

	 	Name: Kelly Frey








	 	 	 
	By: 	 /s/ Wesley C. Fredenburg
 

Name: Wesley C. Fredenburg

Title: General Counsel and Secretary

	 







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