Exhibit 4.4  


XPLORE TECHNOLOGIES CORP.  



	20,000,000 AUTHORIZED SHARES OF SERIES C CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.001 PER SHARE
	

Number	
 	

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	
 	

Shares




THIS CERTIFIES THAT 


** SPECIMEN **  


CUSIP:
983950 502

is the registered holder of 


** xxx **  


FULLY
PAID AND NON-ASSESSABLE SHARES OF SERIES C CONVERTIBLE

PREFERRED STOCK, PAR VALUE $0.001, OF 


XPLORE TECHNOLOGIES CORP.  


        Registration of the transfer of the shares of Series C Convertible Preferred Stock represented by this Certificate may be made on the appropriate register
of the Corporation in person or by Attorney upon presentation and surrender of this Certificate properly endorsed. 


        This
Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar of the Corporation. 



        IN
WITNESS WHEREOF the Corporation has caused this Certificate to be signed by the facsimile signatures of its duly authorized officers. 



	 	 	 	 	DATED
	

 	
 	

 	
 	

COUNTERSIGNED AND REGISTERED by

Equity Transfer & Trust Company Toronto, Ontario, Canada

Transfer Agent and Registrar
	

Michael J. Rapisand

Secretary	
 	

Philip S. Sassower

Chairman	
 	

By:	

    
 Authorized Officer





        The
Shares represented by this Certificate are transferable at the offices of Equity Transfer & Trust Company, Toronto, Ontario, Canada. 







FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 


PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE 



	 	 	
	 	 
	

 	
 	

	
 	

 
	

 (Name and address of transferee)





	    
	shares registered in the
	name of the undersigned on the books of the Corporation named on the face of this certificate and represented hereby, and irrevocably constitutes and appoints	 
	    
	Attorney to transfer
	the said shares on the books of the within named Corporation with full power of substitution in the premises.





	Dated:	    
	 	 	 
	 	 	 	Signature:	    






NOTICE:
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER,
AND MUST BE GUARANTEED BY A ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-5. 


Signature
Guaranteed by: 


THE
CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUEST THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF
STOCK OR SERIES THEREOF OF THE CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. 


The
following abbreviations when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 



	

	

TEN COM	

-	

as tenants in common	

UNIF GIFT MIN ACT	

 	

 	

 
	TEN ENT	-	as tenants by the entireties	 	            	Custodian	            
	JT ENT	-	as joint tenants with right of	 	(Cust)	 	(Minor)
	 	 	survivorship and not as tenants	 	under Uniforms Gifts to Minors Act
	 	 	in common.	 	 	 	 
	

Additional abbreviations may also be used in the above list.	

 	

 (State)
	





RESTRICTIONS