Exhibit 10.1
SUBSCRIPTION AGREEMENT
PRIVATE PLACEMENT OF SERIES C PREFERRED STOCK AND WARRANTS
OF
XPLORE TECHNOLOGIES CORP.
Subscriber:
Amount of Subscription $
(Purchase Price)
Xplore Technologies Corp.
14000 Summit Drive, Suite 900
Austin, Texas 78728
Attn: Michael J. Rapisand
Gentlemen:
1.
SUBSCRIPTION
A.
THE UNDERSIGNED (SOMETIMES REFERRED TO HEREIN AS "PURCHASER"),
INTENDING TO BE LEGALLY BOUND, IRREVOCABLY SUBSCRIBES FOR AND AGREES TO PURCHASE
UNITS, EACH CONSISTING OF ONE SHARE OF SERIES C CONVERTIBLE
PREFERRED STOCK, $.001 PAR VALUE PER SHARE (THE "SERIES C PREFERRED"), AND ONE
WARRANT TO PURCHASE ONE-HALF OF ONE SHARE OF COMMON STOCK (THE "WARRANTS" AND
TOGETHER WITH THE SERIES C PREFERRED, THE "SECURITIES" OR THE "UNITS") OF XPLORE
TECHNOLOGIES CORP., A DELAWARE CORPORATION (THE "COMPANY"), AT
THE PURCHASE
PRICE OF $0.50 PER UNIT (THE "PURCHASE PRICE"), OFFERED BY THE COMPANY (THE
"OFFERING") ON THE TERMS AND CONDITIONS DESCRIBED THAT CERTAIN CONFIDENTIAL
PRIVATE PLACEMENT MEMORANDUM DATED JULY 3, 2007 (THE "MEMORANDUM"). THE
UNDERSIGNED HEREWITH DELIVERS TO THE COMPANY THE PURCHASE PRICE REQUIRED TO
PURCHASE THE SECURITIES SUBSCRIBED FOR HEREUNDER BY DELIVERY TO THE COMPANY OF A
CHECK OR CERTIFIED FUNDS IN THE AMOUNT OF THE PURCHASE PRICE. THE MINIMUM
INVESTMENT IS $100,000 UNLESS OTHERWISE DETERMINED IN THE SOLE DISCRETION OF THE
COMPANY.
2.
ACCREDITED INVESTOR REPRESENTATIONS
A.
IN ORDER TO ENSURE THAT THE SECURITIES ARE SOLD PURSUANT TO AN
APPROPRIATE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND IN ACCORDANCE WITH REGULATION D PROMULGATED
THEREUNDER ("REGULATION D"), THE UNDERSIGNED REPRESENTS AND WARRANTS THAT THE
UNDERSIGNED IS AN ACCREDITED INVESTOR DESCRIBED WITHIN ONE OF THE FOLLOWING
CATEGORIES:
I.
A BANK AS DEFINED IN SECTION 3(A)(2) OF THE
SECURITIES ACT, OR ANY SAVINGS AND LOAN ASSOCIATION OR OTHER INSTITUTION AS
DEFINED IN SECTION 3(A)(5)(A) OF THE SECURITIES ACT WHETHER ACTING IN ITS
INDIVIDUAL OR FIDUCIARY CAPACITY; ANY BROKER OR DEALER REGISTERED PURSUANT TO
SECTION 15 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE
ACT"); ANY INSURANCE COMPANY AS DEFINED IN SECTION 2(A)(13) OF THE SECURITIES
ACT; ANY INVESTMENT COMPANY REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940
OR A BUSINESS DEVELOPMENT COMPANY AS DEFINED
IN SECTION 2(A)(48) OF THAT ACT; ANY SMALL BUSINESS INVESTMENT COMPANY LICENSED
BY THE U.S. SMALL BUSINESS ADMINISTRATION UNDER SECTION 301(C) OR (D) OF THE
SMALL BUSINESS INVESTMENT ACT OF 1958; ANY PLAN ESTABLISHED AND MAINTAINED BY A
STATE, ITS POLITICAL SUBDIVISIONS, OR ANY AGENCY OR INSTRUMENTALITY OF A STATE
OR ITS POLITICAL SUBDIVISIONS, FOR THE BENEFIT OF ITS EMPLOYEES, IF SUCH PLAN
HAS TOTAL ASSETS IN EXCESS OF $5,000,000; ANY EMPLOYEE BENEFIT PLAN WITHIN THE
MEANING OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 ("ERISA") IF THE
INVESTMENT DECISION IS MADE BY A PLAN FIDUCIARY, AS DEFINED IN SECTION 3(21) OF
ERISA, WHICH IS EITHER A BANK, SAVINGS AND LOAN ASSOCIATION, INSURANCE COMPANY,
OR REGISTERED INVESTMENT ADVISER, OR IF THE EMPLOYEE BENEFIT PLAN HAS TOTAL
ASSETS IN EXCESS OF $5,000,000 OR, IF A SELF-DIRECTED PLAN, WITH INVESTMENT
DECISIONS MADE SOLELY BY PERSONS