TENDER AND SUPPORT AGREEMENTTender and Support Agreement • July 5th, 2018 • Phoenix Venture Fund LLC • Computer & office equipment • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 5, 2018 by and among Zebra Technologies Corporation, a Delaware corporation (“Parent”), Wolfdancer Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and each of the undersigned stockholders (the “Stockholders”) of Xplore Technologies Corp., a Delaware corporation (the “Company”).
RE: Tender and Support Agreement — Expense ReimbursementPhoenix Venture Fund LLC • July 5th, 2018 • Computer & office equipment • Delaware
Reference is hereby made to the (i) Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), to be executed concurrently with this letter agreement (this “Letter Agreement”) by and among Zebra Technologies Corporation (“Parent”), Wolfdancer Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Xplore Technologies Corp., a Delaware corporation (the “Company”), and (ii) the Tender and Support Agreement, dated as of the date hereof (the “Tender Agreement”), to be executed concurrently with this Letter Agreement by and among Parent, Merger Sub and each of Phoenix Venture Fund LLC (“Phoenix”) and Andax LLC (together with Phoenix, the “Stockholders”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • July 5th, 2018 • Phoenix Venture Fund LLC • Computer & office equipment
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Xplore Technologies Corp., and that this Agreement be included as an Exhibit to such joint filing.
