0001104659-11-009969 Sample Contracts

Contract
Warrant Agreement • February 25th, 2011 • Xplore Technologies Corp • Computer & office equipment • Delaware

THIS SECURITY AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION AND REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND SUCH APPLICABLE STATE SECURITIES LAWS.

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AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 25th, 2011 • Xplore Technologies Corp • Computer & office equipment • Delaware

AMENDMENT NO. 1 (this “Amendment Agreement”), dated as of February 23, 2011, to the Registration Rights Agreement dated as of December 16, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) by and among Xplore Technologies Corp., a Delaware corporation (the “Company”), and the signatories hereto.

SECOND AMENDMENT TO ACCOUNTS RECEIVABLE PURCHASING AGREEMENT
Accounts Receivable Purchasing Agreement • February 25th, 2011 • Xplore Technologies Corp • Computer & office equipment

Reference is made to the Accounts Receivable Purchasing Agreement between Seller and Purchaser, dated December 10, 2009 as from time to time amended (the “ARPA”). All terms defined in the ARPA shall have the same meaning herein as in the ARPA.

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