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 BUSINESS DAY
FOLLOWING THE DATE OF MAILING, IF SENT BY NATIONALLY RECOGNIZED OVERNIGHT
COURIER SERVICE, (II) FIVE (5) DAYS FOLLOWING THE DATE OF MAILING, IF SENT BY
REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID RETURN RECEIPT REQUESTED), OR
(III) ACTUAL RECEIPT BY THE PARTY TO WHOM SUCH NOTICE IS REQUIRED TO BE GIVEN.
SUCH NOTICES, DEMANDS AND OTHER COMMUNICATIONS SHALL BE SENT TO EACH HOLDER AT
THE ADDRESSES INDICATED ON ITS SIGNATURE PAGE AND TO THE COMPANY AT XPLORE
TECHNOLOGIES CORP., 14000 SUMMIT DRIVE, SUITE 900, AUSTIN, TEXAS 78728,
ATTENTION: MICHAEL J. RAPISAND, WITH A COPY TO THELEN REID BROWN RAYSMAN &
STEINER LLP, 875 THIRD AVENUE, NEW YORK, NEW YORK 10022, ATTENTION: JONATHAN J.
RUSSO, ESQ.
(I)
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE COMPLETE
AGREEMENT AND UNDERSTANDING AMONG THE PARTIES AND SUPERSEDES AND PREEMPTS ANY
PRIOR UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS BY OR AMONG THE PARTIES,
WRITTEN OR ORAL, WHICH MAY HAVE RELATED TO THE SUBJECT MATTER HEREOF IN ANY WAY.
(J)
NO STRICT CONSTRUCTION.
IN THE EVENT AN AMBIGUITY OR QUESTION OF
INTENT OR INTERPRETATION ARISES, THIS AGREEMENT SHALL BE CONSTRUED AS IF DRAFTED
JOINTLY BY THE PARTIES HERETO, AND NO PRESUMPTION OR BURDEN OF PROOF SHALL ARISE
FAVORING OR DISFAVORING ANY PARTY BY VIRTUE OF THE AUTHORSHIP OF ANY OF THE
PROVISIONS OF THIS AGREEMENT.
9
(K)
TERMINATION.
THIS AGREEMENT SHALL TERMINATE ON THE THIRD
ANNIVERSARY OF THE DATE HEREOF. UPON SUCH TERMINATION OF THIS AGREEMENT, ALL
OBLIGATIONS UNDER THIS AGREEMENT SHALL TERMINATE AND THIS AGREEMENT SHALL BE OF
NO FURTHER FORCE OR EFFECT; PROVIDED, HOWEVER, THAT THE INDEMNIFICATION AND
CONTRIBUTION OBLIGATIONS OF THE PARTIES SET FORTH IN SECTIONS 6 AND 7 SHALL
SURVIVE ANY SUCH TERMINATION OF THIS AGREEMENT.
*
*
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10
IN WITNESS WHEREOF, the Company and each Holder have caused their respective
signature page to this Registration Rights Agreement to be duly executed as of
the date first written above.
COMPANY:
XPLORE TECHNOLOGIES CORP.
By:
Michael J. Rapisand
Chief Financial Officer