PROVISIONS OF THIS SECTION 11.18 SHALL INURE TO ITS BENEFIT AS TO ANY ACTIONS
TAKEN OR OMITTED TO BE TAKEN BY IT WHILE IT WAS AGENT UNDER THIS AGREEMENT AND
THE LOAN DOCUMENTS.
(L)
BORROWER'S ABILITY TO RELY ON AGENT'S
AUTHORITY. THE BORROWERS SHALL BE ENTITLED TO RELY UPON ANY CERTIFICATE, NOTICE
OR OTHER DOCUMENT OR OTHER ADVICE, STATEMENT OR INSTRUCTION PROVIDED TO IT BY
AGENT PURSUANT TO THIS AGREEMENT OR THE LOAN DOCUMENTS, AND THE BORROWERS SHALL
GENERALLY BE ENTITLED TO DEAL WITH AGENT WITH RESPECT TO MATTERS UNDER THIS
AGREEMENT OR THE LOAN DOCUMENTS WHICH AGENT IS AUTHORIZED TO DEAL WITH WITHOUT
ANY OBLIGATION WHATSOEVER TO SATISFY ITSELF AS TO THE AUTHORITY OF AGENT TO ACT
ON BEHALF OF THE PURCHASERS AND WITHOUT ANY LIABILITY WHATSOEVER TO THE
PURCHASERS FOR RELYING UPON ANY CERTIFICATE, NOTICE OR OTHER DOCUMENT OR OTHER
ADVICE, STATEMENT OR INSTRUCTION PROVIDED TO IT BY AGENT, NOTWITHSTANDING ANY
LACK OF AUTHORITY OF AGENT TO PROVIDE THE SAME.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
30
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
The Borrowers:
XPLORE TECHNOLOGIES CORP.
By:
Name:
Michael J. Rapisand
Title:
Chief Financial Officer and
Secretary
XPLORE TECHNOLOGIES
CORPORATION OF AMERICA
By:
Name:
Michael J. Rapisand
Title:
Chief Financial Officer and
Secretary
Signature Page to Note Purchase Agreement
The Initial Purchasers:
Dollar Amount of Initial Closing Notes and
Warrants to be Purchased:
$
By:
Name:
Title:
Signature Page to Note Purchase Agreement
The Additional Purchasers:
Dollar Amount of Additional Notes and
Warrants to be Purchased:
$
By:
Name:
Title:
Signature Page to Note Purchase Agreement
EXHIBIT C
AMENDMENT NO. 1 TO THE SECURITY AGREEMENT
This Amendment No. 1 (this "Amendment"), dated as of February 27, 2009, to the
Security Agreement dated as of September 5, 2008 (as amended, restated,
supplemented or otherwise modified from time to time, including all exhibits and
schedules thereto, the "Security Agreement") by Xplore Technologies Corp., a
Delaware corporation (the "Parent"), Xplore Technologies Corporation of America,
a Delaware corporation (the "Subsidiary" and, collectively with the Parent, the
"Borrowers"), and Phoenix Venture Fund LLC, a Delaware limited liability
company, as agent for the Purchasers (as defined below) (in such capacity, the
"Collateral Agent").
Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to such terms in the Security Agreement
and/or the Note Purchase Agreements.
W I T N E S S E T H:
WHEREAS, pursuant to that certain Note Purchase Agreement, dated September 5,
2008 (the "Fall 2008 Note Purchase Agreement"), the purchasers listed on the
schedules thereto (the "Fall 2008 Purchasers") purchased, and the Borrowers
issued and sold to the Fall 2008 Purchasers, secured subordinated promissory
notes in an aggregate original principal amount of $3,000,000 (each
individually, a "Fall 2008 Note");
WHEREAS, the Borrowers and the Collateral Agent, as agent for the Fall 2008
Purchasers, entered into the Security Agreement, whereby the Borrowers granted
the Collateral Agent a security interest in