Exhibit 10.3


 


THIS SECURITY AND THE SHARES OF COMMON STOCK WHICH MAY BE
PURCHASED UPON THE EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SUCH SECURITIES MAY NOT
BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH
REGISTRATION AND REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND
SUCH APPLICABLE STATE SECURITIES LAWS.


 


WARRANT
TO PURCHASE


SHARES
OF


COMMON
STOCK OF


XPLORE
TECHNOLOGIES CORP.


 


	
  No.:
  W         -     

  	
  Number of
  Warrant Shares:                   

  
	
   

  	
   

  
	
  Date of Issuance:                   ,
  2009

  	
   

  



 


FOR VALUE RECEIVED,
subject to the provisions hereinafter set forth, the undersigned, Xplore
Technologies Corp., a corporation incorporated under the laws of the State of
Delaware (together with its successors and assigns, the “Issuer”),
hereby certifies that                    or [his/her/its] registered assigns is
entitled to subscribe for and purchase, during the period specified in this
Warrant, up to                      
shares of Common Stock of the duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock of the Issuer, at an exercise price per
share equal to the Warrant Price then in effect, subject, however, to the
provisions and upon the terms and conditions hereinafter set forth.


 


This Warrant is issued
pursuant to the terms of a Note Purchase Agreement dated November 5, 2009,
among the Issuer, Xplore Technologies Corporation of America, a Delaware
corporation and wholly-owned subsidiary of the Issuer, and the purchasers
listed on Schedule I and Schedule II thereto (the “Note Purchase Agreement”).


 


Capitalized terms used in
this Warrant and not otherwise defined herein shall have the respective
meanings specified in Section 8 hereof.


 


1.             Expiration Date. This Warrant shall expire at 5:00 p.m. (Austin,
Texas time) on January 15, 2013 (the “Expiration Date”).  On the Expiration Date, all rights of the
Holder to purchase Common Stock pursuant to this Warrant shall immediately
terminate.


 


2.             Method of Exercise; Issuance of New Warrant; Transfer
and Exchange.


 


(a)           Time of Exercise. 
The purchase rights represented by this Warrant may be exercised by the Holder,
in whole or in part, at any time beginning on January 15, 2010 and ending
on the Expiration Date.


 


(b)           Method of Exercise. 
The Holder hereof may exercise this Warrant, in whole or in part, by the
surrender of this Warrant, with the exercise form in the form attached hereto
as Exhibit A, duly executed, at the principal office of the Issuer,
and by the payment to the 


 

















 


Issuer of an amount of
consideration therefor equal to the Warrant Price in effect on the date of such
exercise multiplied by the number of Warrant Shares with respect to which this
Warrant is then being exercised. Payment may be made by (i) certified
check payable to the Issuer’s order or (ii) wire transfer of funds to the
Issuer.


 


(c)           Net Issue Election. 
The Holder may elect to receive, without the payment by the Holder of
any additional consideration, shares equal to the value of this Warrant or any
portion hereof by the surrender of this Warrant or such portion, together with
a duly executed notice of exercise in the form attached hereto as Exhibit B,
at the principal office of the Issuer. 
Thereupon, the Issuer shall issue to the Holder such number of shares of
Common Stock as is computed using the following formula:


 


	
   

  	
  X = Y (A-B)

  	
   

  
	
   

  	
         A

  	
   

  



 


Where


 


X =          the number of shares of Common Stock to be issued to
the Holder pursuant to this Section 2(c).


 


Y =          the number of shares of Common Stock covered by this
Warrant in respect of which the net issue election is made pursuant to this Section 2(c).


 


A =         the Per Share Market Value of one share of Common
Stock on the date immediately prior to the date the net issue election is made
pursuant to this Section 2(c).


 


B =          the Warrant Price in effect under this Warrant at the
time the net issue election is made pursuant to this Section 2(c).


 


(d)           Issuance of Common Stock Certificates. 
In the event of any exercise of the rights represented by this Warrant
in accordance with and subject to the terms and conditions hereof, (i) certificates
for the Warrant Shares so purchased shall be dated the date of such exercise
and delivered to the Holder hereof within a reasonable time, not exceeding ten (10) Trading
Days after such exercise, and the Holder hereof shall be deemed for all
purposes to be the Holder of the Warrant Shares so purchased as of the date of
such exercise, and (ii) unless this Warrant has expired, a new Warrant
representing the number of Warrant Shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be issued to the Holder
hereof at the Issuer’s expense within such time.


 


(e)           Transferability of Warrant. 
Subject to Section 2(f), this Warrant may be transferred by a
Holder without the consent of the Issuer, subject to applicable law and the
right of the Issuer to require that the transferee be an “accredited investor”
as defined in Rule 501(a) promulgated under the Securities Act. If
transferred pursuant to this paragraph and subject to the provisions of
subsection (f) of this Section 2, this Warrant may be transferred on
the books of the Issuer by the Holder hereof, upon surrender of this Warrant at
the principal office of the Issuer, properly endorsed by the Holder executing
an assignment in the form attached hereto. This 


 


2

















 


Warrant is exchangeable
at the principal office of the Issuer for Warrants for the purchase of the same
aggregate number of Warrant Shares.


 


(f)            Compliance with Securities Laws.


 


(i)            The Holder of this Warrant, by acceptance
hereof, acknowledges that this Warrant is being acquired by the Holder as
principal and solely for the Holder’s own account and not as a nominee for any
other party, and for investment, and that the Holder will not offer, sell,
pledge or otherwise dispose of this Warrant except pursuant to an effective registration
statement under the Securities Act, or an opinion of counsel in a form
reasonably satisfactory to the Issuer that such registration is not required
under the Securities Act, and in accordance with the rules and regulations
of all applicable securities laws.


 


(ii)           The Holder acknowledges and agrees that it will comply
with all applicable stock exchange or quotation system rules and any
applicable securities legislation, orders, rules or policy statements
concerning the purchase of Warrant Shares. All certificates representing
Warrant Shares issued upon exercise hereof shall be stamped or imprinted with a
legend in substantially the following form:


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN OPINION OF
COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE CORPORATION THAT
REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH
ALL APPLICABLE STATE SECURITIES LAWS.


 


3.             Shares Fully Paid; Covenants; Loss of Warrants.


 


(a)           Shares Fully Paid. 
The Issuer represents, warrants, covenants and agrees that all Warrant
Shares which may be issued upon the exercise of this Warrant in accordance with
the terms hereof will, at the time of issuance, be duly authorized, validly
issued, fully paid and non-assessable and free from all taxes, liens and
charges created by Issuer.  The Issuer
further covenants and agrees that during the period within which this Warrant
may be exercised, the Issuer will at all times have authorized and reserved for
the purpose of the issue upon exercise of this Warrant a sufficient number of
shares of Common Stock to provide for the exercise of this Warrant.


 


(b)           Covenants.  The Issuer
shall not by any action including, without limitation, amending the Articles of
the Issuer, or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such actions as may be reasonably necessary
or appropriate to protect the rights of the Holder hereof against dilution (but
only to the extent specifically provided in Section 4 hereof) or
impairment. Without limiting 


 


3

















 


the generality of the
foregoing, the Issuer will (i) take all such action as may be reasonably
necessary in order that the Issuer may validly and legally issue fully paid and
nonassessable shares of Common Stock, free and clear of any liens, claims,
encumbrances and restrictions (other than such restrictions as are expressly
set forth herein and subject to applicable securities laws) upon the exercise
of this Warrant; and (ii) use its reasonable best efforts to obtain all
such authorizations, exemptions or consents from any public regulatory body
having jurisdiction thereof as may be reasonably necessary to enable the Issuer
to perform its obligations under this Warrant.


 


(c)           Loss, Theft, Destruction of Warrants. 
Upon receipt of evidence reasonably satisfactory to the Issuer of the
ownership of and the loss, theft, destruction or mutilation of any Warrant and,
in the case of any such loss, theft or destruction, upon receipt of indemnity
or security reasonably satisfactory to the Issuer or, in the case of any such
mutilation, upon surrender and cancellation of such Warrant, the Issuer will
make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant,
a new Warrant of like tenor and representing the right to purchase the same
number of shares of Common Stock.


 


4.             Adjustment of Warrant Price. 
The Warrant Price and kind of Securities purchasable upon the exercise
of this Warrant shall be subject to adjustment from time to time upon the
happening of certain events as follows:


 


(a)           Recapitalization; Reorganization;
Reclassification; Consolidation; Merger or Sale.


 


(i)            In case the Issuer at any time prior to
the Expiration Date shall do any of the following (each, a “Triggering Event”):  (A) consolidate with or merge into any
other Person and the Issuer shall not be the continuing or surviving
corporation of such consolidation or merger, or (B) permit any other
Person to consolidate with or merge into the Issuer and the Issuer shall be the
continuing or surviving Person but, in connection with such consolidation or
merger, any Capital Stock of the Issuer shall be changed into or exchanged for
Securities of any other Person or cash or any other property, or (C) transfer,
sell or otherwise dispose all or substantially all of its properties or assets
to any other Person, then, and in the case of each such Triggering Event,
proper provision shall be made so that, upon the basis and the terms and in the
manner provided in this Warrant, the Holder of this Warrant shall be entitled,
upon the exercise hereof at any time after the consummation of such Triggering
Event, to the extent this Warrant is not exercised prior to such Triggering
Event, to receive, and shall accept, at the Warrant Price in effect at the time
immediately prior to the consummation of such Triggering Event in lieu of the
shares of Common Stock issuable upon such exercise of this Warrant prior to
such Triggering Event, the Securities, cash and property to which such Holder
would have been entitled upon the consummation of such Triggering Event if such
Holder had exercised the rights represented by this Warrant immediately prior
thereto, subject to adjustments and increases (subsequent to such corporate
action) as nearly equivalent as possible to the adjustments provided for in
this Section 4.


 


(ii)           Notwithstanding anything contained in this Warrant to
the contrary, the Issuer will not, at any time prior to the Expiration Date,
effect any Triggering Event (other than a merger involving the Issuer and one
or more of its wholly-owned subsidiaries), 


 


4

















 


unless, prior to the
consummation thereof, each Person (other than the Issuer) which as a result of
such Triggering Event may be required to deliver any Securities, cash or
property upon the exercise of this Warrant as provided herein shall assume, by
written instrument delivered to, and reasonably satisfactory to, the Holder, (A) the
obligations of the Issuer under this Warrant (and if the Issuer shall survive
the consummation of such Triggering Event, such assumption shall be in addition
to, and shall not release the Issuer from, any continuing obligations of the
Issuer under this Warrant) and (B) the obligation to deliver to such
Holder such Securities, cash or property as in accordance with the foregoing
provisions of this subsection (a).


 


(b)           Subdivision or Consolidation of Common
Stock.  If the Issuer, at any time prior to the
Expiration Date, shall subdivide or consolidate the outstanding shares of
Common Stock (A) in case of subdivision of shares, the Warrant Price shall
be proportionately reduced (as at the effective date of such subdivision) to
reflect the increase in the total number of shares of Common Stock outstanding
as a result of such subdivision, or (B) in the case of a consolidation of
the outstanding shares of Common Stock, the Warrant Price shall be
proportionately increased (as at the effective date of such consolidation) to
reflect the reduction in the total number of shares of Common Stock outstanding
as a result of such consolidation.


 


(c)           Certain Dividends and Distributions. 
If the Issuer, at any time prior to the Expiration Date, shall:


 


(i)            Stock Dividends. 
Pay a stock dividend to, or make any other distribution to, its holders
of Common Stock, the Warrant Price shall be adjusted, as at the date of such
payment or other distribution, to that price determined by multiplying the
Warrant Price in effect immediately prior to such payment or other
distribution, by a fraction (1) the numerator of which shall be the total
number of shares of Common Stock outstanding immediately prior to such dividend
or distribution, and (2) the denominator of which shall be the total
number of shares of Common Stock outstanding immediately after such dividend or
distribution (plus in the event that the Issuer paid cash for fractional
shares, the number of additional shares which would have been outstanding had
the Issuer issued fractional shares in connection with said dividends); or


 


(ii)           Other Dividends.  Pay a cash
dividend on, or make any distribution of its assets upon or with respect to
(including, but not limited to, a distribution of its property as a dividend in
liquidation or partial liquidation or by way of return of capital), the Common
Stock (other than as described in clause (i) of this subsection (c)), then
on the record date for such payment or distribution, this Warrant shall
represent a right to acquire upon exercise, in addition to the number of
Warrant Shares under this Warrant, and without payment of any additional
consideration therefor, the amount of such dividend or additional stock or
other Securities or property of the Issuer to which such Holder would have been
entitled upon such date if such Holder had exercised this Warrant immediately
prior thereto.


 


(d)           Adjustment of Warrant Price Upon Issuance
of Additional Common Stock. If the Issuer, at any time prior to the Expiration
Date, shall issue Additional Common Stock at a price per share, or with an
exercise price or conversion price (as the case may be), lower than the Warrant
Price in effect at such time, then the Warrant Price shall be reduced,
concurrently with 


 


5

















 


such issue, to a price
(calculated to the nearest one-hundredth of a cent) determined in accordance
with the following formula:


 


WP2 = (WP1 * (A + B)) / (A + C)


 


For purposes of the foregoing formula, the following
definitions shall apply:


 


(A)          “WP2”
shall mean the Warrant Price in effect immediately after such issue of
Additional Common Stock;


 


(B)           “WP1”
shall mean the Warrant Price in effect immediately prior to such issue of
Additional Common Stock;


 


(C)           “A” shall mean the number of shares of
Common Stock outstanding immediately prior to such issue of Additional Common
Stock (treating for this purpose as outstanding all shares of Common Stock
issuable upon conversion or exchange of all Convertible Securities outstanding
immediately prior to such issue);


 


(D)          “B” shall mean the number of shares of
Common Stock that would have been issued if such Additional Common Stock had
been issued at a price per share equal to WP1;
and


 


(E)           “C” shall mean the number of such
Additional Common Stock issued in such transaction.


 


(e)           Outstanding Common Stock. With respect to the making of
adjustments in the Warrant Price, the number of shares of Common Stock at any
time outstanding shall not include any shares thereof then directly or
indirectly owned or held by or for the account of the Issuer or any of its
Subsidiaries.


 


(f)            Other Action Affecting the Common Stock. In case the Issuer at any time prior to
the Expiration Date shall take any action affecting its shares of Common Stock,
other than an action described in any of the foregoing subsections (a) through
(d) of this Section 4, inclusive, and the failure to make any
adjustment would not fairly protect the purchase rights represented by this
Warrant in accordance with the essential intent and principle of this Section 4,
then, the Warrant Price shall be adjusted in such manner and at such time as
the Board may in good faith determine to be equitable in the circumstances.


 


(g)           Form of Warrant after Adjustments. 
The form of this Warrant need not be changed because of any adjustments
in the Warrant Price or the number and kind of Securities purchasable upon the
exercise of this Warrant.


 


5.             Notice of Adjustments.  Whenever the
Warrant Price shall be adjusted pursuant to Section 4 hereof (for purposes
of this Section 5, an “adjustment”), the Issuer shall deliver
notice to the Holder of such adjustment and shall cause its Chief Financial
Officer to prepare and execute a certificate setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated (including a description of the
basis on which the Board made any determination hereunder), the calculations 


 


6

















 


made in connection
therewith and the Warrant Price after giving effect to such adjustment, and
shall cause copies of such certificate to be delivered to the Holder of this
Warrant promptly after each adjustment. Any failure of the Chief Financial
Officer to deliver such certificate shall not prejudice the rights of the
Holder in connection with the applicable adjustment. Any dispute between the
Issuer and the Holder with respect to the matters set forth in such certificate
shall be determined by the Issuer’s independent outside auditors or, if they
are unable to act, by such firm of independent chartered accountants as may be
selected by the Board, and any such determination shall be conclusive and
binding on the Issuer, the Holder and the transfer agent for the Common Stock.
The firm selected by the Issuer as provided in the preceding sentence shall be
instructed to deliver a written opinion as to such matters to the Issuer and
such Holder within thirty days after submission to it of such dispute.  The fees and expenses of such accounting firm
shall be borne equally by such Holder and the Issuer.


 


6.             Fractional Shares.  No fractional
Warrant Shares will be issued in connection with any exercise hereof, but in
lieu of such fractional shares, the Issuer shall make a cash payment therefor
equal in amount to the product of the applicable fraction multiplied by the Per
Share Market Value then in effect.


 


7.             Rules Regarding Calculation of Adjustment of
Warrant Price.


 


(a)           No adjustment in the Warrant Price will
be required unless such adjustment would result in a change of at least 1% in
the prevailing Warrant Price; provided, however, that any adjustments which,
except for the provisions of this subsection would otherwise have been required
to be made, will be carried forward and taken into account in any subsequent
adjustment.


 


(b)           If the Issuer sets a record date to
determine the holders of Common Stock for the purpose of entitling them to
receive any dividend or distribution or sets a record date to take any other
action and thereafter and before the distribution to such shareholders of any
such dividend or distribution or the taking of any other action, legally
abandons its plan to pay or deliver such dividend or distribution or take such
other action, then no adjustment in the Warrant Price shall be made.


 


8.             Definitions.  For the
purposes of this Warrant, the following terms have the following meanings:


 


“Additional Common Stock” means all shares of
Common Stock and Convertible Securities issued by the Issuer prior to the
Expiration Date, except (i) the Warrant Shares, (ii) Common Stock or
Convertible Securities issued in connection with a bona fide business
acquisition of or by the Issuer, whether by merger, consolidation, sale of
assets, sale or exchange of stock or otherwise; (iii) Common Stock
(including Common Stock issued upon the conversion or exercise of Convertible
Securities) or Convertible Securities issued to financial institutions, other
financing sources, or lessors, vendors, suppliers and other third party service
providers in connection with commercial credit arrangements, equipment
financings, supply and materials purchases, third party service procurement or
similar transactions as approved by the Board; (iv) Common Stock issued
pursuant to the exercise of options and warrants outstanding on the date of
issuance of this Warrant; (v) Common Stock issued in a bona fide firm
commitment 


 


7

















 


underwritten public
offering, (vi) Common Stock (including Common Stock issued upon the
conversion or exercise of Convertible Securities) or Convertible Securities
issued to joint venture or strategic partners pursuant to agreements authorized
by the Board, (vii) Common Stock (including Common Stock issued upon the
conversion or exercise of Convertible Securities) or Convertible Securities
issued to employees, consultants, officers or directors of the Issuer pursuant
to compensatory stock purchase or stock option plans, agreements or
arrangements approved by the Board, (viii) Common Stock (including Common
Stock issued upon the conversion or exercise of Convertible Securities) or
Convertible Securities issued to underwriters, brokers, dealers, finders or
others in connection with fundraising (debt or equity) activities, (ix) Common
Stock issued upon conversion or exercise of Convertible Securities outstanding
on the date of issuance of this Warrant, (x) Common Stock issued as
dividends on any series of the Issuer’s preferred stock or debt, whether
existing now or in the future, and (xi) Common Stock issued in connection with
a stock dividend or distribution covered by Section 4(c)(i) or (ii).


 


“Articles of the Issuer” means the Certificate
of Incorporation and by-laws of the Issuer as in effect on the date of issuance
of this Warrant, and as hereafter from time to time amended, modified,
supplemented or restated in accordance with the terms hereof and thereof and
pursuant to applicable law.


 


“Board” shall mean the Board of Directors of
the Issuer.


 


“Business Day” means any day other than
Saturday, Sunday or a day on which chartered banks are closed for business in
New York, New York.


 


“Capital Stock” means (i) any and all
shares, interests, participations or other equivalents of or interests in
(however designated) corporate stock, including, without limitation, shares of
preferred stock, (ii) all partnership interests (whether general or
limited) in any Person which is a partnership, (iii) all membership
interests or limited liability company interests in any limited liability
company, and (iv) all equity or ownership interests in any Person of any
other type.


 


“Common Stock” means the shares of Common
Stock, par value $0.001 per share, of the Issuer and any other shares of
Capital Stock into which such stock may hereafter be changed.


 


“Convertible Securities” means evidences of
indebtedness, Capital Stock or other Securities which are or may be at any time
convertible into or exchangeable or exercisable for shares of Common
Stock.  The term “Convertible Security”
means one of the Convertible Securities.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended, or any similar Federal statute then in effect.


 


“Expiration Date” has the meaning specified in Section 1
hereof.


 


8
















 


“Governmental Authority” means any
governmental, regulatory or self-regulatory entity, department, body, official,
authority, commission, board, agency or instrumentality, whether Federal,
state, provincial or local, and whether domestic or foreign.


 


“Holder” mean the Person who shall from time to
time own this Warrant.


 


“Issuer” means Xplore Technologies Corp., and
its successors.


 


“Person” means an individual, corporation,
limited liability company, partnership, joint stock company, trust,
unincorporated organization, joint venture, Governmental Authority or other
entity of whatever nature.


 


“Per Share Market Value” means on any
particular date the average of the closing bid and ask prices on a national
securities exchange or quotation system which on the date of determination
constitutes the principal trading market for the shares of Common Stock.


 


“Securities” means any debt or equity
securities of the Issuer, whether now or hereafter authorized, any instrument
convertible into or exchangeable for Securities or a Security, and any option,
warrant or other right to subscribe for, purchase or acquire any Security.


 


“Securities Act” means the Securities Act of
1933, as amended, or any similar Federal statute then in effect.


 


“Security” means one of the Securities.


 


“Subsidiary” means any corporation a majority
of whose outstanding Voting Stock shall at the time be owned directly or
indirectly by the Issuer or by one or more of its Subsidiaries, or by the
Issuer and one or more of its Subsidiaries.


 


“Trading Day” means a day on which the Common
Stock is traded on a national securities exchange or quotation system which on
the date of determination constitutes the principal trading market for the
shares of Common Stock.


 


“Triggering Event” has the meaning specified in
Section 4(a)(i) hereof.


 


“Voting Stock”, as applied to the Capital Stock
of any corporation, means Capital Stock of any class or classes (however
designated) having ordinary voting power for the election of a majority of the
members of the Board of Directors (or other governing body) of such
corporation, other than Capital Stock having such power only by reason of the
happening of a contingency.


 


“Warrant Price”
means $        per share, subject to
adjustment pursuant hereto.


 


“Warrant Shares” means shares of Common Stock
issuable upon exercise of this Warrant or any portion thereof, as the case may
be, issued pursuant to the terms hereof, or otherwise issuable pursuant to any
other warrants of like tenor issued pursuant to the provisions of hereof.


 


9

















 


9.             Other Notices.  In case at any time:


 


(A)          the Issuer shall make any distributions
to the holders of Common Stock; or


 


(B)           the Issuer shall authorize the granting
to all holders of its Common Stock of rights to subscribe for or purchase any
shares of Common Stock of any class or of any Convertible Securities or other
rights; or


 


(C)           there shall be any reclassification of
the Capital Stock of the Issuer; or


 


(D)          there shall be any (i) consolidation
or merger involving the Issuer or (ii) sale, transfer or other disposition
of all or substantially all of the Issuer’s property, assets or business
(except a merger or other reorganization in which the Issuer shall be the
surviving corporation and its Common Stock shall continue to be outstanding and
unchanged and except a consolidation, merger, sale, transfer or other
disposition involving a wholly-owned Subsidiary); or


 


(E)           there shall be a voluntary or involuntary
dissolution, liquidation or winding-up of the Issuer or any partial liquidation
of the Issuer or distribution to holders of Common Stock;


 


then, in each of such cases, the Issuer shall give
written notice to the Holder of the date on which (i) the books of the
Issuer shall close or a record shall be taken for such dividend, distribution
or subscription rights or (ii) such reorganization, reclassification,
consolidation, merger, disposition, dissolution, liquidation or winding-up, as
the case may be, shall take place.  Such
notice also shall specify the date as of which the holders of Common Stock of
record shall participate in such dividend, distribution or subscription rights,
or shall be entitled to exchange their certificates for Common Stock, for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding-up, as the case may be.  Such
notice shall be given at least twenty days prior to the action in question and
not less than twenty days prior to the record date or the date on which the
Issuer’s transfer books are closed in respect thereto.


 


10.           Amendment and Waiver. 
Any term, covenant, agreement or condition in this Warrant may be
amended, or compliance therewith may be waived (either generally or in a
particular instance and either retroactively or prospectively), by a written
instrument or written instruments executed by the Issuer and the Holder.  Notwithstanding the foregoing, reference is
hereby made to Section 11.18 of the Note Purchase Agreement that
authorizes the Agent (as defined in the Note Purchase Agreement) and/or holders
of the Notes (as defined in the Note Purchase Agreement) holding at least 51%
of the aggregate principal amount of the Notes then outstanding to take action
on behalf of all the holders of the Notes to amend, modify or obtain a waiver
of any provision of this Warrant.


 


11.           Governing Law.  THIS
WARRANT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE 


 


10

















 


STATE
OF DELAWARE WITHOUT REGARDS TO ITS CONFLICT OF LAW PRINCIPLES.  THE HOLDER HEREBY IRREVOCABLY CONSENTS TO THE
JURISDICTION AND VENUE OF ANY COURT WITHIN THE STATE OF DELAWARE, IN CONNECTION
WITH ANY MATTER BASED UPON OR ARISING OUT OF THIS WARRANT OR THE MATTERS
CONTEMPLATED HEREIN, AND AGREES THAT PROCESS MAY BE SERVED UPON THE HOLDER
IN ANY MANNER AUTHORIZED BY THE LAWS OF THE STATE OF DELAWARE FOR SUCH PERSONS.


 


12.           Notices.  Any and all
notices or other communications or deliveries required or permitted to be
provided hereunder shall be in writing and shall be deemed given and effective
on the earlier of (i) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number
specified for notice prior to 5:00 p.m., (Austin, Texas time), on a
Business Day, (ii) the Business Day after the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice later than 5:00 p.m., (Austin, Texas
time), on any date and earlier than 11:59 p.m., (Austin, Texas time), on
such date, (iii) the Business Day following the date of mailing, if sent
by nationally recognized overnight courier service, (iv) five (5) days
following the date of mailing, if sent by registered or certified mail (postage
prepaid return receipt requested), or (v) actual receipt by the party to
whom such notice is required to be given. 
The addresses for such communications shall be with respect to the
Holder of this Warrant or of Warrant Shares issued pursuant hereto, addressed
to such Holder at its last known address or facsimile number appearing on the
books of the Issuer maintained for such purposes, or with respect to the
Issuer, addressed to:


 


Xplore Technologies Corp.

14000 Summit Drive, Suite 900


Austin, Texas 78728


Attention: Michael J.
Rapisand


Facsimile: (512) 249-5630


 


13.           Remedies.  The Issuer
stipulates that the remedies at law of the Holder of this Warrant in the event
of any default or threatened default by the Issuer in the performance of or
compliance with any of the terms of this Warrant are not and will not be
adequate and that, to the fullest extent permitted by law, such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.


 


14.           Successors and Assigns. 
This Warrant and the rights evidenced hereby shall inure to the benefit
of and be binding upon the successors and assigns of the Issuer, the Holder
hereof and (to the extent provided herein) the Holders of Warrant Shares issued
pursuant hereto, and shall be enforceable by any such Holder or Holder of
Warrant Shares.


 


15.           Modification and Severability. 
If, in any action before any court or agency legally empowered to
enforce any provision contained herein, any provision hereof is found to be
unenforceable, then such provision shall be deemed modified to the extent
necessary to make it enforceable by such court or agency.  If any such provision is not enforceable as
set forth in the 


 


11

















 


preceding sentence, the
unenforceability of such provision shall not affect the other provisions of
this Warrant, but this Warrant shall be construed as if such unenforceable
provision had never been contained herein.


 


16.           Headings.  The headings
of the Sections of this Warrant are for convenience of reference only and shall
not, for any purpose, be deemed a part of this Warrant.


 


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12

















 


IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day
and year first above written.


 


 


	
   

  	
  XPLORE TECHNOLOGIES CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Michael J. Rapisand

  
	
   

  	
   

  	
  Chief Financial Officer

  



 

















 


EXHIBIT A


 


Form of Exercise


 


(to be executed by the Holder)


 


The Holder hereby
exercises its rights to subscribe for and purchase          
shares of Common Stock as defined in the attached Warrant of XPLORE TECHNOLOGIES
CORP. evidenced by the attached Warrant and herewith makes payment of the
Warrant Price, as defined in the within Warrant, in the amount of $           
by way of:


 


$           certified
check payable to the Issuer’s order; or


 


$           
wire transfer of funds to the Issuer.


 


Please issue a
certificate in the name of the Holder for the shares of Common Stock in
accordance with the instructions given below and issue a replacement Warrant in
the name of the Holder for the unexercised balance, if any, of the right to
purchase Warrant Shares evidenced by the within Warrant which were not
exercised hereby.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Signature of Holder

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Instructions for
  registration of shares

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Social Security or
  Employer Identification

  	
   

  	
   

  
	
  Number of Holder:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address of Holder:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Street

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  City, State and Zip
  Code

  	
   

  	
   

  
						



 


A-1

















 


EXHIBIT B


 


NET ISSUE NOTICE OF
EXERCISE


 


TO:                            Xplore Technologies Corp


14000 Summit Drive, Suite 900


Austin, Texas 78728


facsimile number (512) 336-7791


Attention: Michael Rapisand


 


1.   The undersigned hereby elects to purchase
               
shares of Common Stock as defined in the attached Warrant of XPLORE
TECHNOLOGIES CORP. pursuant to the terms of this Warrant, and hereby elects
under Section 2(c) of this Warrant to surrender the right to purchase
               
shares of Common Stock pursuant to this Warrant for a net issue exercise with
respect
to               
shares of Common Stock.


 


2.   Please issue a certificate or certificates
representing said shares of Common Stock in the name of the undersigned or in
such other name as is specified below:


 


	
   

  	
   

  	
   

  
	
   

  	
  (Name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Address)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Date)

  	
   

  	
   

  	
   

  	
   

  	
   

  
								



 


B-1

















 


ASSIGNMENT


 


FOR VALUE RECEIVED,                         
hereby sells, assigns and transfers unto                         the
within Warrant and all rights evidenced thereby and does irrevocably constitute
and appoint                         ,
attorney, to transfer the said Warrant on the books of the within named
corporation.


 


	
  Dated:

  	
   

  	
  Signature: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


 


PARTIAL ASSIGNMENT


 


FOR VALUE RECEIVED,                      
hereby sells, assigns and transfers unto                      
the right to purchase                      
Warrant Shares evidenced by the within Warrant together with all rights
therein, and does irrevocably constitute and appoint                      ,
attorney, to transfer that part of the said Warrant on the books of the within
named corporation.


 


	
  Dated:

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address: