Exhibit 10.1

 

FOURTH AMENDMENT TO ACCOUNTS

RECEIVABLE PURCHASING AGREEMENT

 

This FOURTH AMENDMENT TO ACCOUNTS RECEIVABLE PURCHASING AGREEMENT (“Amendment”) is dated as of February 29, 2012, and agreed to by and between XPLORE TECHNOLOGIES CORPORATION OF AMERICA, a Delaware corporation (“Seller”), and DSCH CAPITAL PARTNERS, LLC, d/b/a FAR WEST CAPITAL, a Texas limited liability company (“Purchaser”).  All capitalized terms used and not defined in this Amendment shall have the meanings ascribed to them in the ARPA (as defined below) and/or the UCC, as applicable.

 

RECITALS

 

WHEREAS, Seller and Purchaser have entered into that certain Accounts Receivable Purchasing Agreement, dated December 10, 2009 (as from time to time amended, the “ARPA”), wherein Purchaser does, from time to time (and at its sole discretion), purchase from Seller certain of Seller’s accounts receivable; and

 

WHEREAS, the parties desire to make certain adjustments to their relative rights and obligations under the ARPA, as more particularly set forth below.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, the ARPA is modified and amended as follows:

 

1.             Definition 1.15 of the ARPA (“Eligible Account”), as from time to time amended, is hereby modified and shall now read as follows:

 

1.15 “Eligible Account” — an Account for sale of products within North America which is acceptable for purchase as determined by Purchaser in the exercise of its sole judgment and determination and set forth in a duly executed and delivered AR Purchase Certificate. Accounts for sale of products outside of North America are not Eligible Accounts.

 

2.             It is understood that this Amendment constitutes an amendment and modification of the ARPA. The terms of this Amendment are incorporated into and made a part of the ARPA.  Except as expressly set forth herein, nothing in this Amendment modifies or amends the ARPA or any other document executed by Seller in connection therewith (collectively, the “Funding Documents”).  However, in the event of an irreconcilable conflict or inconsistency between the provisions of any Funding Document and the provisions of this Amendment, the provisions of this Amendment shall control.

 

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above.

 

 

	
PURCHASER:
    	
 
    	
SELLER:
    
	
 
    	
 
    	
 
    
	
DSCH CAPITAL PARTNERS, LLC
    	
 
    	
Xplore Technologies Corporation of America
    
	
DBA FAR WEST CAPITAL
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Brian Center
    	
 
    	
By:
    	
/s/ Michael J. Rapisand
    
	
Name:
    	
Brian   Center
    	
 
    	
Name:
    	
Michael J. Rapisand
    
	
Title:
    	
Chief   Operating Officer
    	
 
    	
Title:
    	
Chief Financial Officer
    
	
Address:
    	
4601   Spicewood Springs Rd
    	
 
    	
Address:
    	
14000 Summit Drive, Suite 900
    
	
 
    	
Building   2, Suite 200
    	
 
    	
 
    	
Austin, TX 78728
    
	
 
    	
Austin,   TX 78759
    	
 
    	
 
    


 

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