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.: W0509-

  	
   

  	
  Number of
  Warrant Shares: 5,000,000

  
	
   

  	
   

  	
   

  
	
  Date of Issuance: May 29,
  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 Philip
Sassower and Susan Sassower or their registered assigns are entitled to
subscribe for and purchase, during the period specified in this Warrant, up to
5,000,000 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
Letter of Credit Reimbursement and Compensation Agreement among the Issuer and,
Philip Sassower and Susan Sassower.


 


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 May 29, 2012 (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 prior to 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 one share of
Common Stock as at the time the net issue election is made pursuant to this Section
2(c).


 


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


 


2

















 


(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 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 


 


3

















 


(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), 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 


 


4

















 


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


 


5

















 


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 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 


 


6

















 


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 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 


 


7

















 


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, 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.


 


“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.


 


8
















 


“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 $0.10 per share.


 


“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.


 


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


 


10

















 


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) 336-7791


 


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 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.


 


11

















 


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: 

  	
  /s/ Michael J. Rapisand

  
	
   

  	
   

  	
  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: