Exhibit 10.4


 


XPLORE TECHNOLOGIES CORP.


14000 Summit Drive, Suite 900


Austin, TX 78728


 


February 27, 2009


 


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 “Note Purchase Agreement”), the
promissory notes issued in connection therewith by the Borrowers to the
Purchasers (the “Notes”) and the warrants issued in connection therewith
by the Parent to the Purchasers (the “Warrants”).  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 agree as follows:


 


1.             The Note Purchase
Agreement is amended to extend the Maturity Date of each of the Notes to December 31,
2010.


 


2.             Section 9 (Certain
Definitions) of the Note Purchase Agreement is hereby amended by deleting in
its entirety the definition of Maturity Date and inserting in lieu thereof the
following definition:


 


“Maturity Date” shall mean, with respect to any Note, December 31,
2010.


 


3.             Section 1 of
each Note is hereby amended to extend the Maturity Date (as defined therein) to
December 31, 2010.


 


4.             The Note Purchase
Agreement is amended to reduce the Warrant Exercise Price to the lower of (i) $0.10
per share, or (ii) the volume weighted average trading price of the
Company’s Common Stock for the 5 trading days prior to February 27, 2009.


 


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5.             Section 9
(Certain Definitions) of the Note Purchase 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 the lower of (i) $0.10
per share, or (ii) the volume weighted average trading price of the
Company’s Common Stock for the 5 trading days prior to February 27, 2009.


 


6.             Section 8
(Definitions) of the Note Purchase 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 the lower of (i) $0.10
per share, or (ii) the volume weighted average trading price of the
Company’s Common Stock for the 5 trading days prior to February 27, 2009.


 


7.             Section 1 of
each Warrant is hereby amended to extend the Expiration Date (as defined
therein) to February 27, 2012.


 


8.             This side letter
may be executed in multiple counterparts, each of which shall be deemed to be
an original, but all such separate counterparts shall together constitute but
one and the same instrument.  Delivery of
a counterpart hereof by facsimile transmission or by e-mail transmission shall
be as effective as delivery of a manually executed counterpart hereof.


 


9.             Except as expressly
amended hereby, the Note Purchase Agreement, each Note and each Warrant shall
remain in full force and effect.


 


10.           This letter 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.


 


[Remainder of the Page Intentionally
Left Blank]


 


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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/ Michael J.
  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/ Philip Sassower

  	
   

  
	
   

  	
  Name:

  	
  Philip Sassower

  	
   

  
	
   

  	
  Title:

  	
  Member

  	
   

  



 


 


Xplore Technologies
Corporation of America


 


 


	
  By:

  	
  /s/ Michael J. Rapisand

  	
   

  
	
   

  	
  Name:

  	
  Michael J. Rapisand

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial Officer and Secretary

  	
   

  



 


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