Deere & Co Sample Contracts

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of Deere & Company, a Delaware corporation, and John Deere Special Technologies Group, Inc., a Delaware corporation, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of Common Stock, par value $.01 per share, of XATA Corporation, a Minnesota corporation, and that this Joint Filing Agreement be included as an Exhibit to such joint filings. This Joint Filing Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

Registration Rights Agreement • September 11th, 2000 • Deere & Co • Farm machinery & equipment • Georgia

Voting and Support Agreement • September 8th, 2014 • Deere & Co • Farm machinery & equipment • Delaware

VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 29, 2014, is by and among AMUNDSEN HOLDINGS, LLC, a Delaware limited liability company (“Parent”), AMUNDSEN MERGER SUB CORP., a Minnesota corporation and a wholly-owned direct subsidiary of Parent (“Merger Sub”), and the Person set forth on Schedule I attached hereto (“Shareholder”).

INDENTURE, dated as of September 25, 2008, between JOHN DEERE FUNDING S.A., a public limited liability company duly organized and existing under the laws of Luxembourg (hereinafter called the “Company”), having its principal office at 5, rue Eugène Ruppert, B.P. 1685, L-1016, Luxembourg, and registered with the Luxembourg trade register under number B-101958, DEERE & COMPANY, a Delaware corporation (hereinafter called the “Guarantor”), having its principal office at One John Deere Place, Moline, Illinois 61265 and THE BANK OF NEW YORK MELLON, a New York banking corporation, Trustee (hereinafter called the “Trustee”), having its Corporate Trust Office at 101 Barclay Street, 8W, New York, NY 10286.

This SECOND AMENDED AGREEMENT is dated and effective as of March 27, 2023, and amends the First Amended Agreement between Deere & Company, a Delaware corporation (“Deere”) and John Deere Capital Corporation, a Delaware corporation (“JDCC”) dated November 1, 2003.

SECOND AMENDMENT, dated as of February 27, 2012 (this “Amendment”), to the $2,750,000,000 49-Month Credit Agreement, dated as of February 28, 2011 (as amended by the First Amendment, dated as of April 22, 2011, and as further amended, modified, restated and supplemented, the “Existing Credit Agreement”), among DEERE & COMPANY, a Delaware corporation, JOHN DEERE CAPITAL CORPORATION, a Delaware Corporation and JOHN DEERE BANK S.A., a Luxembourg société anonyme (collectively with Deere & Company and John Deere Capital Corporation, the “Borrowers”), the several financial institutions parties thereto (the “Banks”, and individually, a “Bank”), the several agents parties thereto and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).

We understand that Deere & Company (the “Company”) proposes to issue and sell $700,000,000 aggregate principal amount of its 2.750% Notes due 2025 (the “2025 Notes”), $700,000,000 aggregate principal amount of its 3.100% Notes due 2030 (the “2030 Notes”) and $850,000,000 aggregate principal amount of its 3.750% Notes due 2050 (the “2050 Notes”, and together with the 2025 Notes and the 2030 Notes, the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the Company has agreed to sell to the underwriters named hereafter (the “Underwriters”), for whom BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC are acting as the Representatives (in such capacity, the “Representatives”), and the Underwriters have agreed, severally and not jointly, to purchase from the Company, the respective principal amounts of 2025 Notes, 2030

RSU’s are an element of total executive compensation designed as a long-term incentive to encourage ownership and focus thinking on stockholder value.