Exhibit 10.3


 


EXECUTION COPY




 





 


 


AMENDMENT NO. 2


TO NOTE PURCHASE AGREEMENT


DATED AS OF NOVEMBER 5, 2009


 


 


dated
as of November 3, 2010


 


 


by
and among


 


XPLORE
TECHNOLOGIES CORP.,


 


XPLORE
TECHNOLOGIES CORPORATION OF AMERICA,


 


and


 


SG PHOENIX LLC,


as Agent for the Purchasers


 




 





 

















 


This AMENDMENT NO. 2 TO  NOTE PURCHASE AGREEMENT
DATED AS OF NOVEMBER 5, 2009
is entered into as of November 3, 2010 (this “Amendment Agreement”) by and among
XPLORE TECHNOLOGIES CORP., a Delaware corporation (the “Parent”), XPLORE
TECHNOLOGIES CORPORATION OF AMERICA, a Delaware corporation (the “Subsidiary”,
and together with the Parent, the “Borrowers”), SG PHOENIX LLC, a
Delaware limited liability company, as agent for the Purchasers (the “Agent”),
and PHOENIX VENTURE FUND LLC, a Delaware limited liability company (“Phoenix”).
Phoenix and such other affiliated entities designated by Phoenix to purchase a
Bridge Note (as defined below) from the Borrowers under this Amendment
Agreement are hereby referred to as the “Bridge Note Purchasers” and
each, a “Bridge Note Purchaser”.


 


W
I T N E S S E T H:


 


WHEREAS, the Borrowers
and certain Purchasers are parties to the Note Purchase Agreement, dated as of November 5,
2009, as amended by Amendment No. 1 to Note Purchase Agreement dated as of
November 5, 2009 (such Note Purchase Agreement, as so amended, the “Original
NPA”), pursuant to which the Borrowers (a) on the Initial Closing
Date, sold to the Initial Purchasers the Initial Closing Notes and issued to
the Initial Purchasers the Initial Closing Warrants, and such Initial
Purchasers purchased such Initial Closing Notes and such Initial Closing
Warrants from the Borrowers, (b) on the Subsequent Closing Date, sold to
the Additional Purchasers the Additional Notes and issued to the Additional Purchasers
the Additional Warrants, and such Additional Purchasers purchased such
Additional Notes and such Additional Warrants from the Borrowers, and (c) on
Bridge Closing Dates, sold to certain Bridge Note Purchasers Bridge Notes and
issued to certain Bridge Note Purchasers Bridge Note Warrants and such Bridge
Note Purchasers purchased such Bridge Notes and such Bridge Note Warrants from
the Borrowers;


 


WHEREAS, the Borrowers and
the Agent desire to amend the Original NPA to, among other things, (a) allow
the Borrowers to issue and sell in the sole and absolute discretion of the
Agent up to an additional $1,000,000 in Bridge Notes for an aggregate principal
amount of up to $3,000,000 in Bridge Notes and (b) reduce the exercise
price of the Bridge Note Warrants from $.07 per share to $.04 per share; and


 


WHEREAS, Section 11.8
of the Original NPA provides that, subject to Section 11.18(b) of the
Original NPA, any term of the Original NPA may be amended, and the observance
of any term hereof may be waived (either generally or in a particular
instance), with the written consent of the Agent, acting on behalf of the
Purchasers, and the Borrowers, and that any amendment or waiver effected in
accordance with such Section 11.8 shall be binding upon each of the parties
to the Original NPA.


 


NOW, THEREFORE, in
consideration of the premises and agreements contained in this Amendment
Agreement, and for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, THE PARTIES HERETO AGREE AS FOLLOWS:


 

















 


SECTION 1.         DEFINITIONS IN THIS AMENDMENT
AGREEMENT


 


Except as otherwise defined
in this Amendment Agreement (including the preamble and the recitals hereof),
capitalized terms are used herein with the meanings ascribed to such terms in
the Original NPA.


 


SECTION 2.         AMENDMENTS TO ORIGINAL NPA


 


2.1           Amendment to Recitals of the
Original NPA.  The third
Recital of the Original NPA is hereby amended and restated in its entirety to
read as follows:


 


“WHEREAS,
subject to the terms and conditions set forth herein, the Borrowers desire to
issue and sell to the Bridge Note Purchasers, in the sole and absolute
discretion of the Agent, on any Bridge Closing Date (i) senior secured
subordinated promissory notes (each, a “Bridge Note” and, collectively,
the “Bridge Notes” and, together with the Additional Notes and the
Initial Closing Notes, the “Notes”), in an aggregate principal amount
not exceed $3,000,000 maturing on the Maturity Date and (ii) warrants to
purchase such number of shares of Common Stock as determined by dividing (x) 100%
of the aggregate principal amount of the Bridge Notes purchased by such Bridge
Note Purchasers, by (y) the Warrant Exercise Price (each, a “Bridge
Note Warrant” and, collectively, the “Bridge Note Warrants” and
together with the Additional Warrants and the Initial Closing Warrants, the “Warrants”),
and such Bridge Note Purchasers shall purchase such Bridge Notes and such
Bridge Note Warrants from the Borrowers on the terms and conditions set forth
herein;”


 


2.2           Amendment to Section 1.3
of the Original NPA.  The last
sentence of Section 1.3 of the Original NPA is hereby amended and restated
in its entirety to read as follows:


 


“1.3         At any time and
from time to time, in the sole discretion of the Agent, one or more Bridge Note
Purchasers may purchase at one or more Bridge Closings, (i) Bridge Notes,
the aggregate purchase price of which shall not exceed $3,000,000 and (ii) Bridge
Note Warrants for the number of shares of Common Stock as determined by
dividing (x) 100% of the principal amount of such Bridge Notes purchased
by such Bridge Note Purchasers by the Warrant Exercise Price.  Schedule III attached hereto shall be
amended from time to time concurrent with each Bridge Closing to include the
names of the Bridge Note Purchasers purchasing the Bridge Notes and Bridge Note
Warrants at such Bridge Closing as well as the purchase price of the Bridge
Notes, and the number of shares of Common Stock that can be purchased on
exercise of the Bridge Note Warrants issued in connection with such Bridge
Closing.  The aggregate purchase price
for the Notes and Warrants shall not exceed $6,300,000.”


 


2

















 


2.3           Amendment to Section 2.1
of the Original NPA.  Section 2.1
of the Original NPA is hereby amended and restated in its entirety to read as
follows:


 


“The Notes shall be issued in the aggregate principal amount of up to
$6,300,000 and shall bear interest, and otherwise be in the form attached
hereto as Exhibit A.  Payment
of all principal and accrued and unpaid interest on any Note shall be made in
full no later than the Maturity Date.”


 


2.4           Amendment to Definition of “Warrant
Exercise Price” in Section 9 of the Original NPA.  The definition of “Warrant Exercise Price” in
Section 9 of the Original NPA is hereby amended and restated in its
entirety to read as follows:


 


““Warrant
Exercise Price” shall mean, with respect to the Initial Closing Warrants
and any Additional Warrants, $0.10 per share; and with respect to the Bridge
Note Warrants, $0.04 per share.”


 


SECTION 3.         [RESERVED].


 


SECTION 4.         REPRESENTATIONS AND WARRANTIES


 


The Borrowers represent and
warrant to the Bridge Note Purchasers and the Agent that, except as set forth
on the Bring-Down Disclosure Schedule attached hereto as Annex A (the “Bring-Down
Disclosure Schedule”), all representations and warranties contained in the
Agreement and in the Security Agreement are true and correct in all respects at
and as of the date hereof as if made on the date hereof and on any Bridge
Closing Date as if made on such date; provided,
however, that, for the purpose of the representations and warranties made by
the Borrowers under this Section 4, the references in the Agreement
to the schedules in the Disclosure Schedule attached to the Agreement shall be
deemed to be the references to the schedules in the Bring-Down Disclosure
Schedule.  The Borrowers further
represent and warrant to the Bridge Note Purchasers and the Agent that (a) no
Event of Default has occurred, or will occur, before and after giving effect to
the transactions contemplated by this Amendment Agreement, (b) the
Borrowers do not have outstanding, as of the date hereof, and will not have
after giving effect to the issuance of the Bridge Notes, any indebtedness for
borrowed money other than the Note Indebtedness and the indebtedness under the
Senior Credit Agreement, and (c) the Borrowers maintains the same
insurance coverage (including scope and amounts) with the same carriers as
Borrowers had on the Initial Closing Date.


 


In addition to the
foregoing, the Borrowers, jointly and severally, hereby represent and warrant
to each Bridge Note Purchaser as of the applicable Bridge Closing Date the
following:


 


4.1           Corporate Power and
Authority.  Each of the
Borrowers has all requisite corporate power and authority to execute and
deliver the Loan Documents and this Amendment Agreement to which it is a
party.  The Borrowers have all requisite
corporate power and authority to issue and sell the Bridge Notes and the Bridge
Warrants to the Bridge Note Purchasers hereunder.  


 


3

















 


Each of the Borrowers has
all requisite corporate power and authority to carry out and perform its
obligations under the terms of this Amendment Agreement and the Loan Documents.


 


4.2           Authorization.  The execution, delivery and performance by
each Borrower of this Amendment Agreement and the related Loan Agreements, the
sale, issuance and delivery of the Bridge Notes and the Bridge Warrants and the
performance of all of the obligations of the Borrowers under this Amendment
Agreement and each of the related Loan Documents have been authorized by each
Borrower’s Board of Directors, no other corporate action on the part of any
Borrower and, except as set forth on Schedule 4.2, no other corporate or
other approval or authorization is required on the part of any Borrower or any
other Person, by Law or otherwise, in order to make this Amendment Agreement
and the related Loan Documents the valid, binding and enforceable obligations
(subject to (i) Laws of general application relating to bankruptcy,
insolvency, and the relief of debtors, and (ii) rules of Law
governing specific performance, injunctive relief, or other equitable remedies)
of the Borrowers, as the case may be. 
This Amendment Agreement and each of the related Loan Documents, when
executed and delivered by each of the Borrowers that is a party thereto, will
constitute a valid and legally binding obligation of such Borrower, enforceable
against such Borrower in accordance with its respective terms, subject to (i) Laws
of general application relating to bankruptcy, insolvency, and the relief of
debtors, and (ii) rules of Law governing specific performance,
injunctive relief, or other equitable remedies.


 


4.3           Permits.  No Permit will be suspended, cancelled or
adversely modified as a result of the execution and delivery of this Amendment
Agreement and the related Loan Documents.


 


4.4           Material Contracts.  There is no material breach, violation or
default by a Borrower under any Material Contract, and to each Borrower’s
Knowledge, no event (including, without limitation, the transactions
contemplated by this Amendment Agreement) has occurred which, with notice or
lapse of time or both, would (A) constitute a material breach, violation
or default by a Borrower under any such Material Contract, or (B) give
rise to any Lien (other than a Permitted Lien) or right of termination,
modification, cancellation, prepayment, suspension, limitation, revocation or
acceleration against a Borrower under any such Material Contract, which
expiration, termination or event would cause a Material Adverse Effect.


 


4.5           Absence of Conflicts.  The execution, delivery, and performance of,
and compliance with this Amendment Agreement and the related Loan Documents, and
the consummation of the transactions contemplated hereby and thereby, have not
and will not:


 


(a)           violate, conflict with or
result in a breach of any provision of or constitute a default (or an event
which, with notice or lapse of time or both, would constitute a default) under,
or result in the termination of, or accelerate the performance required by, any
of the terms, conditions or provisions of (i) Borrower’s Certificate of
Incorporation or its Bylaws, or (ii) any Material Contract, or result in
the creation of any Lien (other than a Permitted Lien or the liens granted
under the Security Agreement) upon any of the assets, properties or business of
either Borrower; or


 


4

















 


(b)           violate any judgment, ruling,
order, writ, injunction, award, decree, or any Law or regulation of any court
or federal, state, county or local government or any other governmental,
regulatory or administrative agency or authority which is applicable to either
Borrower or any of their assets, properties or businesses.


 


4.6           Consents.  No consent, approval, waiver or
authorization, or designation, declaration, notification, or filing with any
person or entity (governmental or private), is required by any Borrower in
connection with the valid execution, delivery and performance of this Amendment
Agreement or the related Loan Documents, the offer, sale or issuance of the
Bridge Notes and Bridge Warrants other than notifications or filings as
provided on Schedule 4.6.


 


4.7           Offering of Bridge Notes and
Bridge Warrants.  No form of
general solicitation or general advertising was used by the Borrowers or any of
their agents or representatives in connection with the offer and sale of the
Bridge Notes and the Bridge Warrants.


 


4.8           SEC Reports; Disclosure.  (a)  The Parent has made available to
the Bridge Note Purchasers, in the form filed with the SEC (including any
amendments thereto) its Annual Report on Form 10-K for the year ended March 31,
2010 and its Quarterly Report on Form 10-Q for the quarter ended June 30,
2010 (collectively, the “SEC Reports”).


 


(b)           None of (i) this
Amendment Agreement (including, without limitation, the Bring-Down Disclosure
Schedule and the Schedules and Exhibits attached hereto), (ii) any related
Loan Document, or (iii) the SEC Reports contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements contained herein in light of the circumstances under which they were
made not misleading.  There is no fact
which, to the Knowledge of either Borrower, has not been disclosed to the
Bridge Note Purchasers, which could reasonably be expected to have a Material
Adverse Effect on the ability of either Borrower to perform its obligations
under this Amendment Agreement or the related Loan Documents.


 


4.9           Financial Statements.  Included in the SEC Reports are the audited
consolidated financial statements of the Parent as at and for the years ended March 31,
2010 and 2009 and the unaudited financial statements of the Parent as at and
for the periods ended June 30, 2010 and 2009 (collectively, the “Financial
Statements”).  The Financial
Statements have been prepared in accordance with GAAP and fairly present the
financial condition and operating results of the Borrowers on a Consolidated
basis as of the dates and for the periods, indicated therein.  Except as set forth in the Financial
Statements, the Borrowers have no liabilities, obligations or commitments of
any nature (whether accrued, absolute, contingent, unliquidated or otherwise,
due or to become due and regardless of when addressed), which are required to
be included in the Financial Statements in accordance with GAAP other than (a) liabilities
that have arisen in the ordinary course of business since June 30, 2010
that are not reasonably be expected to have a Material Adverse Effect and (b) obligations
to perform after the date hereof any contracts or agreements which have been
disclosed or which are not required to be disclosed in the SEC Reports because
such contracts and agreements are not material to the Borrowers.


 


5






 












 


SECTION 5.         ADDITIONAL CONDITIONS PRECEDENT


 


The effectiveness of this
Amendment Agreement and additional conditions to the Bridge Note Purchaser’s
obligations to purchase the Bridge Notes on the date of this Amendment
Agreement and from time to time thereafter, in its sole and absolute discretion
of the Agent, in all events is subject to satisfaction, in sole determination
by the Agent, of all of the following additional conditions.


 


5.1           Financial Reports.  Upon the request of the Agent at least five
business days prior to a Bridge Closing, delivery to the Agent of a financial
report as of the date three business days prior to such Bridge Closing setting
forth the following: the current amount of cash each of the Borrowers has in
all of its bank accounts, and detailed accounts receivable and accounts payable
ageing for the current period and for 1-30 days, 31-60 days, 61-90 days and
over 90 days past due periods in reasonable detail.


 


5.2           Executed Documents.  This Amendment Agreement and all other
documents and instruments contemplated hereby and thereby shall have been duly
authorized and executed by each of the parties thereto in form and substance
satisfactory to the Agent, and the Borrowers shall have delivered sufficient
original counterparts thereof to the Agent.


 


5.3           Lien Priority.  The security interests in favor of the Agent
and pursuant to the Security Agreement shall be valid and perfected Liens on
the Collateral, subject to no Liens other than Permitted Liens.


 


5.4           No Litigation.  No action, suit, proceeding, claim or dispute
shall have been brought or otherwise have arisen at law, in equity, in
arbitration or by or before any Governmental Authority or arbitrator against
the Borrowers or any of their respective assets that could reasonably be expected
to have a Material Adverse Effect.


 


5.5           Closing Certificates.


 


(a)           Officer’s Certificate.  On the date hereof and on each subsequent
Bridge Closing Date, the Agent shall have received a certificate from the chief
financial officer of each of the Borrowers in form and substance reasonably
satisfactory to the Agent, to the effect that, except as set forth in the
Bring-Down Disclosure Schedule and the other schedules to Section 4, all
representations and warranties of the Borrowers contained in this Amendment
Agreement and the Agreement are true, correct and complete; that neither
Borrower is in violation of any of the covenants contained in the Agreement;
that, before and after giving effect to the transactions contemplated by this
Amendment Agreement, no Event of Default has occurred and is continuing; and
that the Borrowers have satisfied each of the closing conditions to be
satisfied hereby; and that the Borrowers have filed all required tax returns
and have paid or made provision for payment of all taxes and other assessments
shown as due on such returns.


 


(b)           Certificate of Secretary of
Borrowers.  On the date
hereof, the Agent shall have received a certificate of the secretary or
assistant secretary of each Borrower certifying as to 


 


6

















 


the incumbency and genuineness of the signature of
each officer of such Borrower executing any document in connection with the
transactions contemplated hereby and certifying that attached thereto is (i) a
true and complete copy of the certificate of incorporation of the Parent, and
all amendments thereto including the Certificate of Designation of the Series C
Preferred Stock, certified by the appropriate Governmental Authority in its
jurisdiction of incorporation, which is in full force and effect on the date
hereof; (ii) a true and complete copy of the certificate of incorporation
of the Subsidiary and all amendments thereto, certified by the appropriate
Governmental Authority in its jurisdiction of incorporation, which is in full
force and effect on the date hereof; (iii) a true and complete copy of the
bylaws of the Parent and the Subsidiary as in effect on the date hereof; (iv) a
true and complete copy of resolutions duly adopted by the Board of Directors of
each Borrower authorizing the issuance of the Bridge Notes, the execution,
delivery and performance of this Amendment Agreement, and the other documents
relating hereto or thereto; and (v) true, complete and correct copies of
certificates of insurance for each of the Borrower’s insurance policies each
showing the Agent as an additional insured and/or loss payee, other than its
directors and officers insurance policy. 
On each Bridge Closing Date, after the initial Bridge Closing Date, the
Agent shall have received a certificate of the secretary or assistant secretary
of each Borrower certifying that since the initial Bridge Closing Date (i) the
certificate of incorporation of the Parent, and all amendments thereto,
including the Certificate of Designation of the Series C Preferred Stock,
has not been amended, modified or cancelled and is in full force and effect; (ii) the
certificate of incorporation of the Subsidiary, and all amendments thereto,
have not been amended, modified or cancelled and are in full force and effect; (iii) the
bylaws of the Parent and the Subsidiary have not been amended, modified or
cancelled and are in full force and effect; (iv) the resolutions duly
adopted by the Board of Directors of each Borrower authorizing the issuance of
the Bridge Notes, the execution, delivery and performance of this Amendment
Agreement, and the other documents relating hereto or thereto have not been
amended or modified and remain in full force and effect; (v) the Borrower’s
insurance policies have not been amended, modified or cancelled and are in full
force and effect; and (vi) certificates of insurance for each of the
Borrower’s insurance policies each showing the Agent as an additional insured
and/or loss payee, other than its directors and officers insurance policy, have
not been amended, modified or cancelled and are in full force and effect.


 


(c)           Certificates of Good
Standing.  On or
before the date hereof, the Agent shall have received certificates as of a
recent date of the good standing of each Borrower under the laws of its
jurisdiction of incorporation and the State of Texas.


 


5.6           Consents.  The Borrowers shall have delivered to the
Agent all necessary approvals, authorizations and consents, if any, of all
Persons, Governmental Authorities, and courts having jurisdiction with respect
to the execution and delivery of this Amendment Agreement and the other
documents relating hereto or thereto and all such approvals shall be in form
and substance satisfactory to the Agent.


 


5.7           No Injunction, Etc.  No action, proceeding, investigation,
regulation or legislation shall have been instituted, threatened or proposed
before any Governmental Authority or arbitrator challenging or seeking to
enjoin, restrain or prohibit, or to obtain substantial 


 


7

















 


damages in respect of, or
which is related to or arises out of this Amendment Agreement and the other
documents relating hereto or thereto, or the consummation of the transactions
contemplated hereby or thereby, or which, as determined by the Agent in its
sole discretion, would make it inadvisable to consummate such
transactions.  No order, decree,
temporary restraining order, preliminary or permanent injunction or other order
issued by any Governmental Authority or arbitrator preventing such transactions
shall be in effect.  The issuance of the
Bridge Notes on the date hereof or any subsequent Bridge Closing Date and the
consummation of such transactions shall not be prohibited by any applicable Law
or other legal requirement and shall not subject any Bridge Note Purchaser to
any penalty or, in the sole judgment of the Agent, any other liability or
onerous condition under any applicable Law.


 


5.8           Proceedings and Documents.  All opinions, certificates and other
instruments and all proceedings in connection with the transactions
contemplated by this Amendment Agreement and the other documents relating
hereto or thereto shall be reasonably satisfactory in form and substance to the
Agent.  The Agent shall have received
copies of all other instruments and other evidence as the Agent may reasonably
request, in form and substance reasonably satisfactory to the Agent, with
respect to the transactions contemplated by this Amendment Agreement and the
other documents relating hereto or thereto and the taking of all actions in
connection herewith or therewith.  The
Agent shall have received such other agreements, instruments, approvals,
opinions, certificates and other documents as the Agent may reasonably request
in connection with such transactions and actions, all in form and substance
satisfactory to the Agent, in its sole discretion.


 


5.9           Cancellation and Reissuance
of Outstanding Bridge Note Warrants.  On the date hereof, the Borrowers shall
cancel the outstanding Bridge Note Warrants issued to Phoenix under Amendment No. 1
to the Original NPA for the purchase of up to an aggregate of 12,142,857 shares
of Common Stock at an exercise price of $0.07 per share and issue and deliver
to Phoenix new Bridge Note Warrants for the purchase of up to an aggregate of
21,250,000 shares of Common Stock at an exercise price of $0.04 per share.  In addition, Schedule III attached
hereto has been amended to reflect the revised Bridge Note Warrants issued to
Phoenix.


 


SECTION 6.         EFFECTIVENESS OF AMENDMENTS


 


The
amendments to the Original NPA contained in this Amendment Agreement shall
become effective on and as of the date hereof. 
From and after such date, each reference in the Original NPA (including
the schedules and exhibits thereto) to the “Agreement”, or any like expression
referring to the Original NPA, shall be deemed to refer to the Original NPA as
amended by this Amendment Agreement.  The
Original NPA, other than as amended hereby, shall remain unchanged and in full
force and effect.


 


SECTION 7.         MISCELLANEOUS


 


7.1           Severability.  Whenever possible, each provision of this
Amendment Agreement will be interpreted in such manner as to be effective and
valid under applicable law, 


 


8

















 


but if any provision of this
Amendment Agreement is held to be invalid, illegal or unenforceable in any
respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or any other jurisdiction, but this Amendment Agreement will be reformed,
construed and enforced in such jurisdiction to the greatest extent possible to
carry out the intentions of the parties hereto.


 


7.2           Titles and Subtitles.  The titles and subtitles used in this
Amendment Agreement are used for convenience only and are not to be considered
in construing or interpreting this Amendment Agreement.


 


7.3           Governing Law; Consent to
Jurisdiction.  This
Amendment Agreement shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the State of New York,
excluding the application of any conflicts of laws principles which would
require the application of the Laws of another state. Each of the parties
hereto hereby irrevocably consents to the (non-exclusive) jurisdiction of the
courts of the State of New York and of any Federal court located therein in
connection with any suit, action or other proceeding arising out of or relating
to this Amendment Agreement and waives any objection to venue in the State of
New York.


 


7.4           Counterparts. This Amendment Agreement
may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.


 


[Signatures follow.]


 


9

















 


 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed by their respective officers as of the day and
year first above written.


 


 


	
  BORROWERS:

  	
  XPLORE TECHNOLOGIES CORP.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Michael J. Rapisand

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Michael J. Rapisand

  
	
   

  	
   

  	
  Title:   Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  XPLORE TECHNOLOGIES CORPORATION
  OF AMERICA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Michael J. Rapisand

  
	
   

  	
   

  	
  Name: Michael J. Rapisand

  
	
   

  	
   

  	
  Title:   Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AGENT:

  	
  SG PHOENIX LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Andrea Goren

  
	
   

  	
   

  	
  Name: Andrea Goren

  
	
   

  	
   

  	
  Title:   Member

  



 


 


[Signature Page to Amendment No. 2 to
Note Purchase Agreement Dated November 5, 2009]


 

















 


ACKNOWLEDGED AND AGREED TO:


 


 


	
  BRIDGE NOTE PURCHASER:

  	
  PHOENIX VENTURE FUND LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  SG Phoenix Ventures LLC,

  
	
   

  	
   

  	
  its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/Andrea Goren

  
	
   

  	
   

  	
   

  	
  Name: Andrea Goren

  
	
   

  	
   

  	
   

  	
  Title:   Member

  



 


 


[Signature Page to Amendment No. 2 to
Note Purchase Agreement Dated November 5, 2009]


 

















 


Schedule
III


 


	
  

  BRIDGE NOTE 

  CLOSING DATE

  	
   

  	
  NAME AND ADDRESS

  OF BRIDGE NOTE

  PURCHASERS

  	
   

  	
  BRIDGE NOTE

  PURCHASE PRICE

  	
   

  	
  NUMBER OF 

  BRIDGE NOTE

  WARRANT SHARES

  	
   

  
	
  August 18,
  2010

  	
   

  	
  Phoenix Venture Fund LLC 

  110 East 59th Street, Suite 1901 

  New York, NY 10022

  	
   

  	
  $

  	
  250,000

  	
   

  	
  6,250,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  September 2,
  2010

  	
   

  	
  Phoenix Venture Fund LLC 

  110 East 59th Street, Suite 1901 

  New York, NY 10022

  	
   

  	
  $

  	
  600,000

  	
   

  	
  15,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Total

  	
   

  	
  $

  	
  850,000

  	
   

  	
  21,250,000