Exhibit 10.2


 


XPLORE
TECHNOLOGIES CORP.


14000 Summit Drive, Suite 900


Austin, TX 78728


 


October 21, 2008


 


Philip S. Sassower


Phoenix Venture Fund LLC


110 East 59th Street, Suite 1901


New York, NY 10022


 


Re:                               Note
Purchase Agreement, dated September 5, 2008


 


Gentlemen,


 


Reference
is made to that certain Note Purchase Agreement, dated September 5, 2008,
by and among Xplore Technologies Corp. (the “Parent”), Xplore
Technologies Corporation of America (the “Subsidiary” and collectively
with the Parent, the “Borrowers”) and the Purchasers listed on Schedule
I and Schedule II thereto (the “Agreement”).  Any capitalized terms used but not otherwise
defined herein shall have the same meanings ascribed to such terms in the
Agreement.


 


The
parties hereto hereby acknowledge and agree that:


 


1.                                       The Agreement is hereby amended
to reduce the Warrant Exercise Price from $.27 to $.12.


 


2.                                       Section 9 (Certain
Definitions) to the Agreement is hereby amended by deleting in its entirety the
definition of Warrant Exercise Price and inserting in lieu thereof the
following definition:


 


“Warrant Exercise
Price” shall mean $.12.


 


3.                                       Section 8.1 (General
Indemnification) to the Agreement is hereby amended by deleting in its entirety
and inserting in lieu thereof the following:


 


General Indemnification. Each of the Borrowers shall
jointly and severally indemnify, defend and hold each Purchaser, its affiliates
and their respective officers, directors, partners (general and limited),
employees, agents, attorneys successors and assigns (each a “Purchaser
Entity”) harmless from and against all Losses incurred, suffered or
arising out or by reason of any matter relating, directly or indirectly, to
this Agreement or any other Loan Document, except to the extent that such
Losses are the result of the gross negligence, willful 


 

















 


misconduct or fraud
of such Purchaser Entity.  Each
Purchaser, severally and not jointly, shall indemnify, defend and hold the
Borrowers, their respective officers, directors, employees, agents, attorneys,
successors and assigns (each a “Borrower Entity”) harmless against all
Losses as a result of the breach of any of the representations, warranties,
covenants or agreements made by such Purchaser in this Agreement or any of the
Loan Documents, except to the extent that such Losses are a result of the gross
negligence, willful misconduct or fraud of such Borrower Entity.


 


4.                                       This
agreement shall be governed by, and construed in accordance with, the laws of
the State of New York excluding that body of law relating to conflicts of law.


 

















 


Please
indicate your agreement and acceptance of the terms and conditions of this
letter agreement by executing this letter agreement in the designated space
below and returning a signed copy.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  Xplore Technologies Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M. Rapisand

  
	
   

  	
   

  	
  Name: Michael J. Rapisand

  
	
   

  	
   

  	
  Title: Chief Financial Officer and Secretary

  



 


 


	
  AGREED
  AND ACCEPTED:

  	
   

  
	
   

  	
   

  
	
  Phoenix Venture Fund
  LLC, as Agent to Purchasers

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  SG Phoenix Ventures
  LLC,

  	
   

  
	
   

  	
  its Managing Member

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ P. Sassower

  	
   

  
	
   

  	
  Name: Philip Sassower

  	
   

  
	
   

  	
  Title: Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  XPLORE TECHNOLOGIES OF
  AMERICA

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ M. Rapisand

  	
   

  
	
   

  	
   Name: Michael J.
  Rapisand

  	
   

  
	
   

  	
   Title: Chief
  Financial Officer and Secretary

  	
   

  
				



 


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  Agreed and Accepted:

  	
   

  
	
   

  	
   

  
	
  DARYL LEE SCOTT LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   /s/ J. Tick

  	
   

  
	
   

  	
    Name: Jeffrey Tick

  	
   

  
	
   

  	
    Title:

  	
   

  



 


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  Agreed and Accepted:

  	
   

  
	
   

  	
   

  
	
  JAM CAPITAL ASSOCIATES LP

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ L. Pearlman

  	
   

  
	
   

  	
  Name: Leonard D. Pearlman

  	
   

  
	
   

  	
  Title:   Manager

  	
   

  



 


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  Agreed and Accepted:

  	
   

  
	
   

  	
   

  
	
  MICHAEL A. STEINBERG & CO. PROFIT 

  	
   

  
	
  SHARING TRUST FBO MICHAEL A.

  	
   

  
	
  STEINBERG

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ M. Steinberg

  	
   

  
	
   

  	
  Name: Michael A. Steinberg

  	
   

  
	
   

  	
  Title:   Trustee

  	
   

  



 


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  Agreed and Accepted:

  	
   

  
	
   

  	
   

  
	
  JAG MULTI INVESTMENTS LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ J. Goren

  	
   

  
	
   

  	
  Name: James Goren

  	
   

  
	
   

  	
  Title:  Member

  	
   

  



 


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  Agreed and Accepted:

  	
   

  
	
   

  	
   

  
	
  PHOENIX ENTERPRISES FAMILY FUND LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ P. Sassower

  	
   

  
	
   

  	
  Name: Philip Sassower

  	
   

  
	
   

  	
  Title:

  	
   

  



 


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  Agreed and Accepted:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ J. O’Donnell

  	
   

  
	
  James O’Donnell

  	
   

  



 


Signature Page to Side Letter