REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2010 • Xplore Technologies Corp • Computer & office equipment • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [·], 2010, by and among Xplore Technologies Corp., a Delaware corporation (the “Company”), and the persons executing this Agreement as Majority Noteholders (as defined below), for themselves and on behalf of the Noteholders under the Exchange Agreement (as defined below) (collectively, the “Investors” and each individually, an “Investor”).
AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT DATED AS OF NOVEMBER 5, 2009 dated as of November 3, 2010 by and among XPLORE TECHNOLOGIES CORP., XPLORE TECHNOLOGIES CORPORATION OF AMERICA, and SG PHOENIX LLC, as Agent for the PurchasersNote Purchase Agreement • November 4th, 2010 • Xplore Technologies Corp • Computer & office equipment • New York
This AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT DATED AS OF NOVEMBER 5, 2009 is entered into as of November 3, 2010 (this “Amendment Agreement”) by and among XPLORE TECHNOLOGIES CORP., a Delaware corporation (the “Parent”), XPLORE TECHNOLOGIES CORPORATION OF AMERICA, a Delaware corporation (the “Subsidiary”, and together with the Parent, the “Borrowers”), SG PHOENIX LLC, a Delaware limited liability company, as agent for the Purchasers (the “Agent”), and PHOENIX VENTURE FUND LLC, a Delaware limited liability company (“Phoenix”). Phoenix and such other affiliated entities designated by Phoenix to purchase a Bridge Note (as defined below) from the Borrowers under this Amendment Agreement are hereby referred to as the “Bridge Note Purchasers” and each, a “Bridge Note Purchaser”.
EXCHANGE AGREEMENT BETWEEN XPLORE TECHNOLOGIES CORP., XPLORE TECHNOLOGIES CORPORATION OF AMERICA, SG PHOENIX LLC, AS AGENT, PHOENIX VENTURE FUND LLC, AS AGENT AND THE PARTIES SIGNATORY HERETO DATED AS OF NOVEMBER 3, 2010Exchange Agreement • November 4th, 2010 • Xplore Technologies Corp • Computer & office equipment • Delaware
This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into this 3rd day of November, 2010, by and between Xplore Technologies Corp., a Delaware corporation (the “Company”), Xplore Technologies Corporation of America, a Delaware corporation and wholly owned Subsidiary of the Company (“Xplore America” and together with the Company, the “Borrowers”), Phoenix Venture Fund LLC, a Delaware limited liability company, as Agent (“Phoenix”), SG Phoenix LLC, a Delaware limited liability company, as Agent (“SG Phoenix,” together with Phoenix, the “Agents”), Phoenix (individually and not as Agent), and the other entities and individuals listed on Schedule I hereto (together with Phoenix (individually and not as Agent), the “Majority Noteholders” and each, a “Majority Noteholder”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 11 hereof.
