-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LUme/+pPN5Ii4F+X2Y/F9Y1lYxpd67EQWCA1OCrh5aOsl65+yO0CP/ip1PwUxIq/ qpqVujyglgBSoq3fjGJqmw== 0001047469-09-007736.txt : 20090814 0001047469-09-007736.hdr.sgml : 20090814 20090814060132 ACCESSION NUMBER: 0001047469-09-007736 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20090331 FILED AS OF DATE: 20090814 DATE AS OF CHANGE: 20090814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: XPLORE TECHNOLOGIES CORP CENTRAL INDEX KEY: 0001177845 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 260563295 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52697 FILM NUMBER: 091012122 BUSINESS ADDRESS: STREET 1: 14000 SUMMIT DRIVE SUITE 900 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 512-336-7797 MAIL ADDRESS: STREET 1: 14000 SUMMIT DRIVE SUITE 900 CITY: AUSTIN STATE: TX ZIP: 78746 10-K 1 a2194100z10-k.htm 10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K


(Mark One)
ý		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2009
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transaction period from to

Commission file number:

XPLORE TECHNOLOGIES CORP.
(Exact Name of Registrant as Specified in Its Charter)


Delaware (State or Other Jurisdiction of Incorporation or Organization)		26-0563295 (IRS Employer Identification No.)
14000 Summit Drive, Suite 900, Austin, Texas (Address of Principal Executive Offices)		78728 (Zip Code)

(512) 336-7797
(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes o No o (Not currently applicable to the Registrant)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of "accelerated filer", "large accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One):


Large accelerated filer o		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.). Yes o No ý

As of September 30, 2008, the aggregate market value of the common equity held by non-affiliates of the registrant was $9,861,556 based on the closing sale price of $0.17 on such date as reported on the Over the Counter Bulletin Board.

As of August 1, 2009, the registrant had 104,127,574 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None.

Table of Contents


PART I			1
	Item 1.	Business	1
	Item 1A.	Risk Factors	9
	Item 1B.	Unresolved Staff Comments	14
	Item 2.	Properties	14
	Item 3.	Legal Proceedings	14
	Item 4.	Submission of Matters to a Vote of Security	15
PART II			16
	Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
	Item 6.	Selected Financial Data	17
	Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operation	17
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	26
	Item 8.	Financial Statements and Supplementary Data	26
	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	26
	Item 9A.	Controls and Procedures	26
	Item 9A(T).	Controls and Procedures	26
	Item 9B.	Other Information	27
PART III			28
	Item 10.	Directors, Executive Officers and Corporate Governance	28
	Item 11.	Executive Compensation	30
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	40
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	43
	Item 14.	Principal Accounting Fees and Services	46
PART IV			47
	Item 15.	Exhibits, Financial Statement Schedules	47

Forward-Looking Statements

From time to time, we may provide information, whether orally or in writing, including certain statements in this Annual Report on Form 10-K, which are deemed to be "forward-looking" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Litigation Reform Act"). These forward-looking statements and other information are based on our beliefs as well as assumptions made by us using information currently available.

The words "believe," "plan," "expect," "intend," "anticipate," "estimate," "may," "will," "should" and similar expressions are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended or using other similar expressions. We do not intend to update these forward-looking statements, except as required by law.

In accordance with the provisions of the Litigation Reform Act, we are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this Annual Report on Form 10-K, any exhibits to this Form 10-K and other public statements we make. Such factors are discussed in the "Risk Factors" section of this Annual Report on Form 10-K.

PART I

Item 1. Business

Overview

Xplore engineers, develops, integrates and markets rugged, mobile computing systems. Our products are designed to enhance the ability of persons to perform their jobs outside of traditional office settings. Our family of iX™ Tablet PC systems, which we refer to as the iX104 Systems, are designed to operate in challenging work environments such as extreme temperatures, repeated vibrations or dirty and dusty conditions. The iX104 Systems can be fitted with a wide range of performance-matched accessories, including multiple docking station solutions, wireless connectivity alternatives, global positioning system modules, biometric and smartcard modules, as well as traditional peripherals like keyboards and cases. Except as otherwise indicated by the context, all references in this Annual Report on Form 10-K to "Xplore," the "Company," "we," "us" and/or "our" are to Xplore Technologies Corp., a Delaware corporation, and its direct subsidiary.

Our strategy is to become the leading developer and marketer of rugged mobile wireless computing systems. Our revenue is currently derived through the sale of our iX104 Systems in the rugged, mobile Tablet PC market. Over the past several years, our iX104 Systems have been recognized for their ruggedness and versatility by Pen Computing ("Best Rugged Slate-Style Tablet PC"), Table PC2 ("Editor's Choice Award for AllVue™ Screen") and Lap Top Magazine ("Editor's Choice Award").

Recent Developments

We believe Xplore is positioned for significant future revenue growth. Our key initiatives include the following:

•: New product development
•: Enhanced focus on military markets

•: Continued penetration into the Fortune 500/Global 2000 markets
•: Establishment of key relationships with new suppliers

Significant effort is being directed toward the development of several new products to expand our addressable market.

Our iX104 remains a viable product based on its features and 10.4 inch screen size. An upgraded version of our iX104 Tablet PC offering, which we refer to as iX104, was released in September 2008 and includes a more powerful processor and significant improvements to our award winning AllVue screen technology that delivers a bright picture both indoors and outdoors.

We have made a significant investment to expand our presence in the U.S. military market, one of the world's largest consumers of rugged mobile computers. In addition to creating a team focused on military opportunities, we recently completed developing what we believe is a state of the art rugged docking station that when combined with our iX104 creates an expandable multi-mission tablet computer system for vehicle-mounted and dismounted applications. This product is named the Armadillo System and is built to function in harsh military environments. We believe our efforts should position Xplore to compete more effectively in this market.

We are very proud of our partner and reseller network and continue to expand and improve our network to reach new markets and new geographies and to lay the groundwork for our expanded product offering. Our efforts have resulted in attracting new and significant Fortune 500 and Global 2000 companies.

We have built a scalable infrastructure to support our growing business. Wistron Corporation (which we refer to as Wistron) continues to manufacture our iX104. Wistron is recognized as a leading provider of computers and electronic components to some of the world's largest technology companies, including Dell, Inc. and Hewlett-Packard Company. We expect this alliance to support our planned sales growth and product demand.

We are a Delaware corporation. Shares of our common stock are quoted on the OTC Bulletin Board ("OTCBB") under the symbol XLRT.

Products

Our family of iX™ advanced rugged Tablet Personal Computers is comprised of:

•: the iX104C⁴ Plus Tablet PC with durable finger print reader and user accessible hard drive and PC card bay; and
•: the iX104C⁴ Lite Tablet PC with durable finger print reader and user accessible hard drive and PC card bay, with a lower processing power and no Bluetooth® option; and
•: the Armadillo System, which is an iX104C⁴ Plus Tablet PC paired with an expandable active mounting dock for military applications.

iX104C⁴ Plus Tablet PC is available in the following models:

•: the Dual Mode with Intel Centrino® technology and both active stylus and finger touch inputs;
•: the AllVue™ with Intel Centrino® technology and AllVue™ LCD technology for enhanced view ability in all lighting conditions; and
•: the Dual Mode with AllVue™ with Intel Centrino® technology, Dual Mode input capability and AllVue™ LCD technology for enhanced view ability in all lighting conditions.

iX104C⁴ Lite Tablet PC is currently available in the Dual Mode model.

Our line of iX™ Tablet PCs are designed to operate in challenging work environments, such as extreme temperatures, repeated vibrations or dirty and dusty conditions. Our systems can be fitted with a wide range of performance-matched accessories, including multiple docking station solutions, wireless connectivity alternatives, Global Positioning System modules, biometric and smartcard modules, as well as traditional peripherals like keyboards, mouses and cases.

Our family of iX™ computers are based primarily on the following features:

Rugged—As opposed to some of our competitors, which have primarily placed non-rugged computers in rugged cases, we have built our devices from the inside out, developing over 30 proprietary design elements that provide a heightened and proven level of durability. Some of our products meet some of the strictest specifications in the world, such as those established by the U.S. military, including Military Standard Testing for Environmental Extremes. These specifications are designed to allow our products to withstand damage from being dropped onto concrete from up to 4 feet, from being submerged for up to 30 minutes in up to 12 inches of water, and from being exposed to extreme temperatures that are as low as - -40° Fahrenheit and as high as 167° Fahrenheit. In addition, our products are designed to continue to function when subjected to vibration, sand storms and other challenging outdoor work environments.

Screen Technology—We seek to be a leader of screen technology with award winning displays. We have designed the AllVue™ screen which is viewable in virtually all challenging lighting conditions, including direct sunlight and dimly-lit environments, as well as the Dual Mode screen, which allows the use of a digitizer pen and/or the finger to control the unit. The Dual Mode supports more precise inputs through the pen with more directional finger touch inputs—all in a single unit with auto switching capabilities.

Processing Power—We have the ability to provide processing power alternatives on a timely and cost-effective basis. Our systems use Intel Pentium M Centrino® processors and associated chipsets, as well as other performance enhancement technologies that we believe are essential in many field applications (such as mapping and remote connectivity). In addition, Lithium ION batteries support usage times between 3-5 hours and a "warm" swap feature allows users to switch batteries in the field without having to power down the system.

Remote Connectivity—Our family of iX104C Tablet PCs have a range of wireless options (wLAN, wWAN and PAN) as well as global positioning system options.

Accessories—We offer a broad range of add-on modules and accessories that better enable customers to adapt our computers to their intended use. In particular, we believe our functional, durable and reliable docking solutions are tailored to customer needs. Service, desktop, vehicle, forklift, armored vehicle, and mobile cart docking systems have been deployed to customers.

Heightened Safety Standards—Our wireless-enabled Tablet PC systems have been tested and certified for use in hazardous locations both in North America and in the European Union.

Our computers are designed to be used as a mobile computing system. These systems are comprised of an Xplore hardware platform that is fully integrated with one or more software applications. Through its wide feature set, we believe the iX™ family of products allows the customization of a platform that best suits a given application. Our computers combine processing power, viewability, ruggedness and connectivity and are designed to operate in extreme environments.

Strategy

Our strategy is to become the leading developer and marketer of rugged mobile wireless computer systems. We currently compete in the rugged tablet PC market. Leveraging our expertise and our

existing infrastructure, we plan to penetrate other product market categories that are larger than our existing rugged tablet PC market.

Leverage Existing Markets

We seek to continue to analyze the needs of the vertical markets we are involved in so that we can continue to grow our business. We intend to continue to focus on customer specific applications by leveraging our core products and technology, as well as our key strategic alliances.

Our strategy includes the following key elements:

Identifying and targeting vertical markets, major account and OEM opportunities—To achieve broad penetration of our products, we intend to continue to focus on specific vertical market applications, major accounts and OEM relationships, such as Dell, Inc., Psion Teklogix Inc. and Peak Technologies.

Investment and nurturing of key relationships—We intend to continue to outsource our manufacturing so that we can continue to focus our efforts on our technology and product development, customer application and project deployment activities, through our collaborations on engineering and manufacturing matters with our partner, Wistron, a leading contract manufacturers located in Taiwan. In addition, we have a key relationship with VT Miltope in respect to our Armadillo System, an integrated tablet and active docking system. Our targeted military market segments initially include ground and C4I (Command, Control, Communications, Computers and Intelligence) systems.

Flexible product design and customer-centric approach—We believe the design of our products provides us with the flexibility to respond to customer-specific requirements. We involve our customers in product development and enhancements. This approach is intended to result in improved communication flow throughout the entire sales cycle and is designed to position our products as the optimal mobile computing platform for our customers.

Delivery of high quality, reliable systems—We measure and seek to improve product quality through rigorous quality assurance programs implemented with our partners, in concert with performing our custom-designed test programs. Additionally, we utilize feedback provided by our customers.

Marketing and distribution relationships—Within each targeted vertical industry, we intend to focus on co-marketing relationships with key application providers and systems integrators. This strategy allows us to define multiple channels of sale within a region while maintaining key strategic alliances.

Expand into New Rugged Product Markets

We continue to consider other market opportunities, such as the growing need for rugged notebooks, which are broader in scope and opportunity. We believe, based upon a white paper published by the Mobile and Wireless Practice of Venture Development Corporation (which we refer to as VDC) in July 2007, that an increasing number of companies are requiring their employees to transmit data from the field or non-traditional office environments. The white paper projects worldwide sales in the rugged mobile computing market to grow to over $6.3 billion by 2010 and the market for large form factor rugged devices to grow to $2.8 billion in 2010. We currently have one product in the large form factor segment of the rugged mobile computer market.

We believe our family of rugged tablet PCs are uniquely positioned to capitalize on the convergence of three current market trends:

•: the expanding wireless data movement;
•: the transition toward rugged computing solutions in non-traditional office environments; and

•: the adoption of more rugged mobile computers in the face of the failure rates for office-oriented computers that have been deployed into challenging operating environments.

We believe companies recognize the total cost of ownership is improved by rugged computing solutions.

Sales

Our customers are distribution partners, such as large computer companies, specialized system integrators, software vendors, distributors and value-added resellers, and to a lesser extent, end-users. For fiscal year 2009, approximately 80% of our total revenues were attributable to sales to our distribution partners and approximately 20% of our total revenues were attributable to sales directly to our end-users. We currently have relationships with more than 60 distribution partners. Our distribution partners generally have large sales organizations which in turn sell our products to entities that are the ultimate end-users of our products. Our distribution partners include large computer companies such as Dell, Inc., specialized system integrators such as Moxx Mobility, Psion Teklogix Inc. and Peak Technologies, and software vendors such as Environmental Systems Research Institute. In any given year, a single distribution partner can account for a significant portion of our revenue. In fiscal year 2009, we had one end-user, National Express Corporation, located in Canada that accounted for over 12% of our revenue. We are not substantially dependent on any single one distribution partner or end-user.

As of July 31, 2009, we have a sales team of 8 individuals that have geographic responsibilities for direct and indirect sales opportunities. Our sales team works closely with our distribution partners in defined regions based upon a standard agreement. Our distribution partners are currently selling our products in the public safety, utility, field service, logistics and military markets.

Our total revenue decreased approximately 11% in fiscal 2009 from fiscal 2008. Our revenue outside of North America was approximately 28.8% of total revenue in fiscal year 2009 as compared to approximately 35.4% of total revenue in fiscal year 2008.

Marketing

We have marketing programs aimed at increasing awareness of our products and services, product management and corporate communications. Key elements of our marketing program include:

•: Participation in targeted industry trade shows and conferences;
•: Editorial coverage and advertisements placed in targeted vertical market, technology and business mediums, including specific industry publications;
•: Product marketing refinement by obtaining customer feedback through data collected by our customer support team, as well as through surveys;
•: Use of our web site for communications, as well as customer and channel support capabilities;
•: Inclusion of customers, industry experts and others in the product development and testing cycles; and
•: Development of proven case studies or application papers for specific vertical market applications.

We also market our products through a number of different industry participants, including independent software vendors with application software for a specific industry, systems integrators that bring elements such as wireless communication systems to the project, agents that specialize in rugged mobile computing devices and other consultants. We believe one of the driving forces behind these

relationships is an active project where the combination of our systems with the application software and support services seeks to provide a tailored solution designed to meet customers' needs.

The market pricing for rugged computers is higher than commercial grade computers used in traditional office settings. We believe the pricing reflects the theory that the total cost of ownership of a rugged computer over a three to five year period can be significantly lower as compared to a non-rugged computer. In fact, several of our customers have disclosed in our customer-based market research studies that they experienced firsthand higher direct costs using non-rugged devices (e.g. more frequent damage, information retrieval costs, replacement costs), as well as higher indirect costs such as prolonged downtime.

We recognize that, as a small company, our key to success depends on our ability to provide a better product than our larger competitors and to be more responsive to our customers' needs. Some of our accomplishments, such as the AllVue™ screen and the Dual Mode functionality, were the result of customer feedback. When embarking on the development of a new device or an upgrade of an existing one, we devote resources to soliciting customer feedback. We believe this process, combined with our flexibility to make quick decisions and the support of our major manufacturing partner, Wistron, have enabled us to deliver products and market leading technology ahead of our competitors.

Market Segments

We target a number of different sectors where we believe the deployment of rugged mobile computers can greatly improve operating efficiencies and reduce related costs.

Logistics. We believe globalization, increased competition and heightened consumer expectations are contributing factors to the adoption of mobile computing technologies by many leading warehousing, distribution and retail entities. These operations typically require real time price modifications, product introductions and transitions, and timely inventory management. We believe these sectors will continue to automate order fulfillment, inventory control and management systems as part of an overall effort to integrate enterprise resource planning and supply chain management information systems. Our end-users in this sector include Daimler AG and Meijer Inc.

Utilities & Energy. Generally, utilities and energy related companies continuously have to respond to customers' requests and power outages expeditiously and efficiently to remain competitive. We believe the reliable and real-time movement of information to and from the field is vital to the success of any field automation system. Hydro One in Canada and Essent in Europe are major end-users in this sector, as well as Shell Oil.

Public Safety. Given the focus in the U.S. on homeland security matters and the continued commitment by Federal, state and municipal governments on law enforcement, fire and emergency medical services, members of the public safety arena are searching for efficiencies that will better enable them to do their jobs. Rugged mobile computing devices assist these groups in a variety of ways. For example, having a reliable and durable Tablet PC provides law enforcement agencies with immediate and reliable access in the field to national and local criminal databases. In this market segment, our products have been sold to over 300 public safety organizations in the U.S., including the Rochester, Santa Monica, Detroit and Cleveland Police Departments and NEC, and multiple international organizations, including the Air Berlin.

Military. As the military continues to transition to commercial and industrial grade rugged mobile computing systems, we expect this segment will represent a significant opportunity. In particular, we believe the U.S. Department of Defense is generally moving away from full military specifications adherence, except for system-critical operations, and instead, is increasing emphasis on purchasing commercial, off-the-shelf (COTS) equipment. Our end-users in this sector include the U.S. Air Force and the Royal Dutch Air Force. In addition, we are working with VT Miltope on penetrating the

military vertical with the Armadillo System, an expandable multi-mission tablet and active dock computer system for vehicle-mounted and dismounted applications. The targeted military market segments initially include ground and C4I (Command, Control, Communications, Computers and Intelligence) systems.

Field Service. According to VDC, the second largest market segment for large form factor rugged mobile devices is the field service industry. This market segment includes mobile technicians from the telecommunications, cable and appliance sectors who typically must have real time access to mission critical data including work tickets, schematics, manuals, customer service records, inventory levels and order status. We believe that companies in this market segment recognize that linking field service personnel through the entire enterprise system can improve customer response, billing, inventory management and throughput metrics, thereby increasing operational efficiencies. Our end-users in this market segment include Cincinnati Bell, Boeing and HydroChem.

Research and Development

We have assembled an experienced engineering and product development team. Through the collaboration of our employees, engineering and manufacturing partner, Wistron, we believe we are able to bring significant resources to the research, development and design of our products.

We seek to design and manage product life cycles through a controlled and structured process. We involve customers and industry experts from our target markets in the definition and refinement of product development. Product development emphasis is placed on meeting industry standards and product specifications, ease of integration, ease of use, cost reduction, design-for manufacturability, quality and reliability.

We continue to invest in research and development to enhance and expand our rugged mobile computing systems. Additional form factors, operating systems and screen technologies are being considered for integration into our rugged platform as we seek to expand into additional markets. During the fiscal years ended March 31, 2009 and 2008, we incurred $6,978,000 and $4,244,000, respectively, on research and development activities.

Competition

Competition in our industry is intense and is characterized by rapidly changing technologies, evolving industry standards, frequent new product introductions and rapid changes in customer requirements. To be competitive, we must continue to develop and introduce, on a timely and cost-effective basis, new products and product features that keep pace with technological developments and emerging industry standards and address the increasingly sophisticated needs of our customers. We believe that the principal competitive factors affecting the market for our products are the product's performance, features and reliability, price, customer service, reputation in the industry and brand loyalty. We believe that our strongest competitive factors are our products' durability and reputation in the industry. In order to compete, we will be required to continue to respond promptly and effectively to the challenges of technological changes and our competitors' innovations.

Our primary competitors in the mobile rugged computer market include the following:

Panasonic. Panasonic is the largest provider of mobile rugged computers and offers a series of traditional and convertible notebooks. Panasonic promotes a rugged computer, known as the Toughbook, which is well known in the industry.

Itronix. Itronix markets its semi-rugged pen tablet computer systems as part of its mobile portfolio, which also includes rugged notebooks. In September 2005, Itronix was acquired by General Dynamics Corp.

Walkabout. Walkabout promotes a Tablet PC as its main product. In June 2005, Walkabout was acquired by DRS Technologies, Inc., a multibillion dollar supplier to military agencies.

Our primary competitors have greater financial, technical, and research and development resources and marketing capabilities than we do.

Manufacturing

We outsource the majority of our manufacturing services for our ruggedized mobile personal computer tablets to Wistron, including board production, certain parts procurement, assembly, some quality assurance testing, warranty repair and service. We have a design and manufacturing agreement with Wistron. Wistron makes computers and components for some of the world's largest technology companies, such as Dell, Inc. and Hewlett-Packard Company. Wistron collaborates with us on product specifications and provides us with the flexibility to make changes to our products as market conditions change.

Under the terms of our agreement with Wistron, which we entered into in July 2003, Wistron provides us with design, manufacturing and support services related to our ruggedized mobile personal computer tablets. Our purchase price of the products produced by Wistron is determined based on the specific configuration of the tablet being produced and is subject to a cost reduction plan and volume based discounts. At least quarterly, we meet with Wistron to develop a cost reduction plan. The plan takes into account alternative suppliers along with components, design, process changes and other cost savings procedures. Each month we provide Wistron with a six month rolling forecast of the products we anticipate ordering. Wistron has 45 days after acceptance of the purchase order to ship the product. If products ordered during any quarter exceed the volume projected in the forecast, Wistron has agreed to use its reasonable best efforts to deliver the excess products within 20 days after acceptance of the purchase order.

Wistron has provided several warranties to us, including that Wistron has all necessary rights required to sell the products, that each product will be free from any material defect for a period of 36 months, that the products will be free from any liens, encumbrances or defects in title and that the products will comply with all specifications. So long as we are meeting our target volumes, Wistron agrees not to design, engineer, and manufacture or sell any rugged mobile tablet that is competitive with ours. The term of the agreement is for five years and automatically renews for additional one year terms, unless either party provides written notice of its intent to terminate the agreement at least 120 days prior to the expiration of any renewal term. The Wistron agreement automatically renewed for a one-year term in July 2009. In addition, the Wistron agreement contains a provision that allows for termination for any reason by either party upon 120 days notice.

Intellectual Property

Our performance and ability to compete are dependent to a significant degree on our proprietary technology. We rely primarily upon a combination of patent, copyright and trade secret laws and license agreements to establish and protect proprietary rights in our products and technology. We have four U.S. patents and one Canadian patent, along with one U.S. patent application, one China patent application, one European application and one Canadian patent application. We are seeking to obtain patent protection for certain key components of our technology. It may be possible for a third party to copy or otherwise obtain and use our products or technology without authorization or to develop similar technology independently. In addition, effective patent, copyright and trade secret protection may be unavailable or limited in certain foreign countries. We do not believe that our products infringe on the proprietary rights of third parties. There can be no assurance, however, that third parties will not claim such infringement by us or our licensees with respect to current or future products. Any such claims, with or without merit, could be time consuming, result in costly litigation, cause product

shipment delays or require us to enter into a royalty or licensing agreement, any of which could delay the development and commercialization of our products.

Employees

As of July 31, 2009, we had 40 full-time employees, of which 26 were employed in the operations, engineering, research and development and customer support areas, 6 were involved in corporate, finance and administrative areas, and 8 were employed in sales and marketing. Our employees are not represented by a union or other collective bargaining unit and we have never experienced a work stoppage. We believe that our employee relations are good.

Trademarks and Service Marks

Trademarks or trade names of Xplore Technologies Corp. used in this annual report include: "iX™" and "AllVue™." Each trademark, trade name or service mark of any other company appearing in this annual report belongs to its holder.

Principal Executive Offices

Our principal executive offices are located at 14000 Summit Drive, Suite 900, Austin, Texas 78728 and our telephone number is (512) 336-7797. We maintain an Internet website at www.xploretech.com. The information contained on our website is not included as a part of, or incorporated by reference into, this annual report.

Available Information

We have filed a copy of this annual report with the Securities and Exchange Commission, which we refer to as the SEC. You may read and copy this annual report at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of this annual report by mail from the Public Reference Section of the SEC at prescribed rates. To obtain information on the operation of the Public Reference Room, you can call the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers, including Xplore Technologies Corp., that file electronically with the SEC. The address of the SEC's Internet website is http://www.sec.gov.

Item 1A. Risk Factors

There are many risks that affect our business and results of operations, some of which are beyond our control. If any of the following risks actually occur, our business, financial condition or operating results could be materially harmed. This could cause the trading price of our common stock to decline, and you may lose all or part of your investment.

Risks Relating to our Business

We have a history of net losses, we anticipate additional losses and may never become profitable.

We have incurred net losses in each fiscal year since our inception. For our fiscal year ended March 31, 2009, we incurred a net loss of approximately $10.8 million. In addition, as of March 31, 2009, our accumulated deficit was approximately $114 million. Our losses have resulted primarily from expenses incurred in research and development of our technology and products and from selling and marketing our products. We expect to continue to incur additional operating losses through fiscal 2010 as we continue our research and development efforts, introduce new products and expand our sales and marketing activities. We cannot assure you that our revenue will increase or that we will be profitable in any future period.

If we fail to obtain additional financing when needed, we may be unable to complete the development and commercialization of our future products or may have to significantly delay, scale back or discontinue the development or commercialization of one or more of our other products.

Our operations have consumed substantial amounts of cash since inception. From our inception in 1996, we have financed our operations and met our capital expenditure requirements primarily from debt and equity financings totaling $100 million. We expect to continue to spend substantial amounts to complete the development and commercialization of our future products and to continue our research and development programs, including those to advance our current product line. As at March 31, 2009, our working capital was approximately $1.4 million and our cash and cash equivalents were approximately $0.8 million. We believe that cash flow from operations, together with borrowings from our credit facility (including the refinancing thereof) and, if necessary, financial support from an affiliate of Phoenix Venture Fund LLC (together with affiliates "Phoenix"), our significant shareholder, will be sufficient to fund our anticipated operations through the balance of fiscal 2010. However, we may seek to access the public or private markets before such time, whenever conditions are favorable or appropriate, even if we do not have an immediate need for additional capital at that time. It is uncertain whether additional funding will be available when we need it on terms that will be acceptable to us or at all. To the extent we raise additional funds by issuing equity our shareholders may experience significant dilution. Any debt financing, if available, may require us to agree to restrictive covenants that could negatively impact our ability to conduct our business. If we are not able to obtain financing when needed or on acceptable terms, we would likely be unable to carry out our business plan, and would have to significantly delay, scale back or discontinue the development or commercialization of one or more of our products, the occurrence of which could significantly harm our business and prospects and could cause our stock price to significantly decline.

Since our revenues are highly dependent on one product family, any significant reduction of sales of this product family would materially harm our operating results.

Because our revenues are derived substantially from sales of our iX104 Systems, we are highly dependent upon the continued market acceptance of the iX104 product family. We cannot assure you that the iX104 product family will continue to achieve acceptance in the marketplace. Any significant reduction of sales of the iX104 product family would materially harm our operating results.

In fiscal year 2009, more than 10% of our revenue was derived from one of our customers. If we are unable to replace revenues generated from one of our major resellers or end-user customers with revenues from others in future periods, our revenues may fluctuate and our growth would be limited.

Historically, in any given year a single customer, either reseller or end-user customer, could account for more than 10% of our revenue. In fiscal year 2009, one end-user customer National Express Corporation, accounted for approximately 12% of our total revenue and in fiscal year 2008, one reseller customer, Methec B.V. Industrielaan, accounted for approximately 10% of our total revenue. If we are unable to replace revenues generated from one of our major resellers or end-user customers with revenues from others our revenues may fluctuate and our growth would be limited.

We experience lengthy sales cycles for our products and the delay of an expected large order could result in a significant unexpected revenue shortfall.

The purchase of an iX104 system is often an enterprise-wide decision for prospective end-user customers, which requires us to engage in sales efforts over an extended period of time and provide a significant level of education to prospective end-user customers regarding the uses and benefits of such systems. As a result, our products generally have a lengthy sales cycle ranging from several months to several years. Consequently, if forecasted sales from a specific end-user customer are not realized, we may not be able to generate revenue from alternative sources in time to compensate for the shortfall.

The loss or delay of an expected large order could result in a significant unexpected revenue shortfall. Moreover, to the extent that significant contracts, are entered into and performed earlier than expected, operating results for subsequent periods may be adversely affected.

We are currently dependent on Wistron to manufacture our products and products under development and our reliance subjects us to significant operational risks, any of which would impair our ability to deliver products to our customers should they occur.

We currently rely primarily on Wistron for the manufacture of our products. Our reliance involves a number of risks, including:

•: reduced management and control of component purchases;
•: reduced control over delivery schedule and quality assurance;
•: reduced control over manufacturing yields;
•: lack of adequate capacity during periods of excess demand;
•: limited warranties on products supplied to us;
•: potential increases in prices;
•: interruption of supplies from assemblers as a result of fire, natural calamity, strike or other significant events; and
•: misappropriation of our intellectual property.

Our business is therefore dependent upon Wistron for their manufacturing abilities. During the fiscal years ended March 31, 2009 and 2008, we purchased approximately $11.6 million and $11.3 million, respectively, from Wistron. The Wistron Agreement contains a provision that allows for termination for any reason. We cannot assure you that Wistron will continue to work with us, that they will be able to meet our manufacturing needs in a satisfactory and timely manner, that Wistron has the required capacity to satisfy our manufacturing needs or that we can obtain additional or alternative manufacturers when and if needed. The availability of Wistron and the amount and timing of resources to be devoted by Wistron to our activities is not within our control, and we cannot assure you that we will not encounter manufacturing problems that would materially harm our business. The loss of Wistron, a significant price increase, an interruption of supply or the inability to obtain additional or an alternative manufacturer when and if needed would impair our ability to deliver our products to our customers.

We face competition from companies that have greater resources than we do and we may not be able to effectively compete against these companies.

We operate in a highly competitive industry. Many of our competitors, such as DRS Technologies, Inc. in the tablet area and Panasonic in the notebook markets, have much greater financial, technical, research and development resources and production and marketing capabilities than we do. The principal competitive factors in our industry include:

•: product performance, features and reliability;
•: price;
•: name recognition; and
•: product availability and lead times.

If we are unable to successfully compete with our competitors our sales would suffer and as a result our financial condition will be adversely affected.

If we are unable to successfully protect our intellectual property, our competitive position will be harmed.

Our ability to compete is heavily affected by our ability to protect our intellectual property. We rely on a combination of patents, copyright and trademark laws, trade secret, confidentiality procedures and contractual provisions to protect our proprietary rights. The steps we take to protect our technology may be inadequate. Existing trade secret, trademark and copyright laws offer only limited protection. Unauthorized parties may attempt to copy aspects of our products or obtain and use information which we regard as proprietary. Policing unauthorized use of our products is difficult, time consuming and costly. We cannot assure you that our means of protecting our proprietary rights will be adequate or that our competitors will not independently develop similar technology, the effect of either of which would harm our competitive position in the market.

Others could claim that we infringe on their intellectual property rights, which may result in costly and time consuming litigation and could delay or otherwise impair the development and commercialization of our products.

We do not believe that our products infringe on the proprietary rights of third parties. There can be no assurance, however, that third parties will not claim such infringement by us or our licensees with respect to current or future products. Any such claims, with or without merit, could be time consuming, result in costly litigation, cause product shipment delays or require us to enter into a royalty or licensing agreement, any of which could delay the development and commercialization of our products. If we are unable to obtain a required license, our ability to sell or use certain products may be impaired. In addition, if we fail to obtain a license, or if the terms of the license are burdensome to us, our operations could be materially harmed.

We are subject to risks by doing business outside of the United States which could impair our ability to grow our revenues.

In the fiscal years ended March 31, 2009 and March 31, 2008, approximately 50% and 42%, respectively, of our revenue was comprised of sales made outside of the United States. Our operations may be materially and adversely affected by many risks related to doing business outside of the United States, including:

•: increases in duty rates, exchange or price controls;
•: governmental currency controls;
•: import restrictions;
•: political, social and economic changes and disruptions;
•: in certain jurisdictions, reduced protection for our intellectual property rights; and
•: difficulty in enforcing contracts or legal rights under foreign legal systems.

The occurrence of any one these risks could impair our ability to grow our revenues.

If we are unable to retain key personnel we may not be able to execute our business strategy.

Our operations are dependent on the abilities, experience and efforts of a number of key personnel, including Philip S. Sassower, our Chairman and Chief Executive Officer, Mark Holleran, our President and Chief Operating Officer, Michael J. Rapisand, our Chief Financial Officer and Corporate Secretary, and Bryan Bell, our Vice President of Engineering. Should any of these persons or other key employees be unable or unwilling to continue in our employ, our ability to execute our business strategy may be adversely affected. In addition, our success is highly dependent on our continuing ability to identify, hire, train, motivate and retain highly qualified management, technical and sales and

marketing personnel. Competition for such personnel is intense. We may be unable to attract and retain the personnel necessary for the development of our business. The inability to attract or retain qualified personnel in the future or delays in hiring skilled personnel could harm our relations with our customers and our ability to respond to technological change which would prevent us from executing our business strategy.

Risks Relating to Ownership of our Common Stock

Two of our shareholders, Philip S. Sassower and Phoenix Venture Fund LLC, beneficially own as of August 1, 2009 in the aggregate approximately 45.6% of our voting securities and thus have effective control over matters requiring shareholder approval.

One of our shareholders, Phoenix Venture Fund LLC, is co-managed by Philip S. Sassower, our Chairman and Chief Executive Officer, and Andrea Goren, one of our directors, and beneficially owns, in the aggregate, approximately 28.2% of our outstanding voting securities. In addition, Mr. Sassower, together with entities controlled by him, beneficially own approximately 17.4%, in the aggregate, of our outstanding voting securities. Thus, Phoenix Venture Fund and Mr. Sassower together control approximately 45.6% of our outstanding voting securities. Accordingly, Phoenix Venture Fund and Mr. Sassower have the ability to exercise significant influence (and have effective control) over matters generally requiring shareholder approval, including the election of directors and the approval of significant corporate transactions, which could have the effect of delaying or preventing a third party from acquiring control over us.

Some of the rights granted to the holders of our Series A Preferred Stock could prevent a potential acquirer from buying our company.

Holders of our Series A Preferred Stock, which include Phoenix Venture Fund and Mr. Sassower, have the right to block the company from consummating a merger, consolidation, sale of substantially all of its assets or liquidation. Phoenix Venture Fund and Mr. Sassower together control approximately 70.7% of the outstanding Series A Preferred Stock. Accordingly, the holders of our Series A Preferred Stock could prevent the consummation of a transaction in which our shareholders could receive a substantial premium over the current market price for their shares.

The anti-takeover effect of certain of our charter provisions could adversely affect holders of our common stock.

Our authorized capital consists of preferred stock issuable in one or more series. Our board of directors has the authority to issue preferred stock and determine the price, designation, rights, preferences, privileges, restrictions and conditions, including voting and dividend rights, of those shares without any further vote or action by shareholders. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future. The issuance of additional preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could make it more difficult for a third party to acquire a majority of our outstanding voting shares, which could deprive our holders of common stock of a premium that they might otherwise realize in connection with a proposed acquisition of our company.

Many factors can adversely affect the price of our common stock.

The trading price of our common stock has been highly volatile and may continue to fluctuate substantially. We believe that a variety of factors have caused and could in the future cause the stock price of our common stock to fluctuate significantly, including:

•: announcements of developments related to our business;

•: quarterly fluctuations in our actual or anticipated operating results;
•: announcements of technological innovations;
•: new products or product enhancements introduced by us or by our competitors;
•: developments in patents and other intellectual property rights and litigation;
•: developments in our relationships with our third party manufacturers and/or strategic partners;
•: developments in our relationships with our customers and/or suppliers; and
•: general conditions in the economy worldwide.

In addition, in recent years the stock market in general and the market for shares of small capitalization technology companies in particular, has experienced substantial price and volume fluctuations, which have often been unrelated or disproportionate to the operating performance of affected companies. Any fluctuations in the future could adversely affect the market price of our common stock and the market price of our common stock may decline.

Dividends are not expected to be paid on our common stock.

We have never paid cash dividends on our common stock. Our current policy is to retain any future earnings to finance the future development and expansion of our business. Any future determination about the payment of dividends will be made at the discretion of our board of directors and will depend upon our earnings, capital requirements, operating and financial conditions and on such other factors the board of directors deems relevant. Under the terms of our certificate of incorporation, we are prohibited from paying dividends on our common stock unless and until all accrued and unpaid dividends (which are paid in common stock) are paid on our shares of Series A, Series B, and Series C Preferred Stock. Furthermore, under the terms of our loan agreement with a commercial bank, we are prohibited from paying cash dividends.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We maintain our corporate functions along with sales support, marketing, finance, engineering and operating groups at a leased facility totaling approximately 21,700 square feet at 14000 Summit Drive, Suite 900, Austin, Texas. The lease expires on August 31, 2014, and has a current annual base rent of approximately $127,000. We also believe that our present facilities are suitable for our existing and planned operations.

Item 3. Legal Proceedings

On November 9, 2006, we issued a Statement of Claim against Deloitte & Touché LLP (which we refer to as Deloitte) in the Ontario Superior Court of Justice. In the Statement of Claim, we have alleged negligence against Deloitte with respect to the auditing services provided to us in connection with its audit in accordance with Canadian generally accepted accounting principles of our 2002, 2003 and 2004 audited financial statements. The Statement of Claim seeks damages in the amount of Cdn. $4,070,000 for direct and indirect losses. On December 22, 2006, Deloitte filed an answer to the Statement of Claim. On March 28, 2008, Deloitte filed an amended defense and counterclaim against us, seeking indemnification for damages, costs and expenses (including legal fees and disbursements and personnel time) allegedly incurred by Deloitte in responding to regulatory inquiries, requests, reviews or investigations relating to, arising out of or associated with Deloitte's review or audit

engagements for or during our fiscal years 2002, 2003 and 2004. We do not expect the counterclaim to have a material adverse impact its financial condition or results of operations.

In March 2008, Typhoon Touch Technologies, Inc. ("Typhoon") and Nova Mobility Systems, Inc. ("Nova") (collectively, the "Plaintiffs") filed Plaintiffs' First Amended Complaint for Patent Infringement (the "Complaint") against us and several other defendants including Dell, Inc., Panasonic Corporation of North America, and Apple, Inc., in the United States District Court for the Eastern District of Texas (the "Court"). The Complaint alleges that the defendants manufacture, sell, offer for sale and/or import products that infringe on two U.S. patents owned by Typhoon and exclusively licensed to Nova (the "Patents"). In April 2009, we entered into a settlement agreement and covenant not to sue with the Plaintiffs in exchange for a $16,000 cash payment and 2,000,000 shares of our Series C Preferred Stock.

We are involved in other various claims and legal actions arising in the ordinary course of business. We believe that the ultimate outcome of these matters would not have a material adverse impact on our financial condition or the results of operations.

Item 4. Submission of Matters to a Vote of Security Holders

None

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock is quoted on the OTC Bulletin Board under the symbol "XLRT". Our common stock was formerly listed on the Toronto Stock Exchange under the symbol "XPL." We voluntarily delisted from the Toronto Stock Exchange effective April 11, 2008. We have one class of common stock and three classes of preferred stock. As of June 30, 2009, there were 382 holders of record of our common stock. The following table sets forth the high and low sales price of our common stock. For the fiscal year ended March 31, 2009, the prices are from the OTC Bulletin Board, as quoted in U.S. dollars, and for the fiscal year ended March 31, 2008 the prices are from the Toronto Stock Exchange, as quoted in Canadian dollars. The Company discontinued trading its common stock on the Toronto Stock Exchange on April 11, 2008.

PERIOD	High		Low

	(US $)		(US $)
Fiscal Year Ended March 31 2009:
First Quarter		0.52		0.27
Second Quarter		0.37		0.16
Third Quarter		0.24		0.06
Fourth Quarter		0.13		0.07
		(Cdn. $)		(Cdn. $)
Fiscal Year Ended March 31, 2008:
First Quarter		0.50		0.30
Second Quarter		0.68		0.35
Third Quarter		0.46		0.36
Fourth Quarter		0.50		0.32

Dividend Policy

We have not declared or paid any dividends on our common stock during our last five fiscal years. Our outstanding shares of Preferred Stock carry an annual 5% dividend, payable quarterly in shares of our common stock or, with respect to our Series A, Series B and Series C Preferred Stock, in cash at our option.

The payment of dividends on our common stock in the future will depend on our earnings, capital requirements, operating and financial condition and such other factors as our board of directors may consider appropriate. Under the terms of our certificate of incorporation, we are prohibited from paying dividends on our common stock unless and until all accrued and unpaid dividends are paid on our Series A, Series B and Series C Preferred Stock. Furthermore, under the terms of our loan agreement with a commercial bank, we are prohibited from paying cash dividends without the bank's prior written consent. We currently expect to use all available funds to finance the future development and expansion of our business and do not anticipate paying dividends on our common stock in the foreseeable future.

Recent Sales of Unregistered Securities

During the three months ended March 31, 2009, we issued 200,000 shares of common stock to Martin E. Janis & Company, Inc. in return for investor relations services provided to us from December 15, 2008 to April 14, 2009. The issuance of such common stock was exempt from the

registration requirements of the Act pursuant to Section 4(2) as the transaction did not involve a public offering. The price per share was $0.175.

On January 30, 2009, February 27, 2009 and March 5, 2009, we raised $900,000 in aggregate gross proceeds through private placements to accredited investors of an aggregate 9,000,000 shares of our common stock and warrants to purchase 3,750,000 and 4,000,000 shares of our common stock at exercise prices of $0.13 and $0.10, respectively, per share. The warrants issued to the investors are exercisable immediately and will expire three years from their date of issuance. The issuance of such common stock was exempt from the registration requirements of the Act pursuant to Section 4(2) as the transaction did not involve a public offering.

On February 27, 2009, March 5, 2009, March 11, 2009, May 26, 2009, June 15, 2009 and July 15, 2009, we issued secured subordinated promissory notes in the aggregate principal amount of $1,090,000 and issued warrants to purchase up to 10,900,000 shares of our common stock at an exercise price of $0.10 per share to purchasers.

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.

You should read the following discussion and analysis in conjunction with our financial statements and notes included in this annual report. This discussion contains, in addition to historical information, forward-looking statements that involve risks and uncertainty. Our actual results could differ materially from those anticipated in the forward-looking statements, including those discussed in "Risk Factors" and elsewhere in this annual report.

General

We engineer, develop, integrate and market rugged, mobile computing systems. Our products and features are designed to enhance the ability of persons to perform their jobs outside of traditional office settings. Our family of iX™ Tablet PC systems are designed to operate in challenging work environments, such as extreme temperatures, repeated vibrations or dirty and dusty conditions. Our systems can be fitted with a wide range of performance-matched accessories, including multiple docking station solutions, wireless connectivity alternatives, global positioning system modules, biometric and smartcard modules, as well as traditional peripherals like keyboards, mouses and cases.

Our revenue is currently derived through the sale of our iX104 Systems in the rugged, mobile Tablet PC market. We believe this market is small relative to other rugged PC markets. We therefore intend to grow our revenue by entering into other rugged PC markets through the development of new rugged, mobile computing systems. We have been developing other new products, including the next generation of our iX104 Tablet PC featuring, among other things, a dual core processor and a sunlight readable display, which became available in September 2008, as well as, the Armadillo System for military markets, which became available in June 2009. In addition, we were developing a rugged, mobile notebook PC which required further design modifications. As a result, we are re-evaluating our notebook development activities in light of the current market and economic conditions.

We are dependent upon the market acceptance of our next generation of the iX104™ Tablet PC system. We believe the markets initial response to our next generation of the iX104 has been favorable. However, the global economic conditions have caused many companies to sharply reduce their technology spending and we are experiencing a slow-down in our business. During the three months ended December 31, 2008, we took cost reduction actions in response to the market conditions. We reduced our headcount by approximately 43% during that quarter, and the impact of the headcount

reduction began to be realized in the first calendar quarter of 2009. In early April 2009, we further reduced our headcount by approximately 17% to the current level of 40 employees. Our development spending has been reduced and is generally limited solely to products we expect to introduce to the market in fiscal 2010. Further, we continue to evaluate all other operating costs with a view to further reduce our operating expenses. Management estimates the cost reduction actions should decrease our calendar 2009 cash operating expenses.

Management believes that if we can successfully penetrate the military markets with the Armadillo System we should expect to increase our revenues for fiscal 2010 as compared to fiscal 2009.

Critical Accounting Policies

Our consolidated financial statements and accompanying notes included in this annual report are prepared in accordance with U.S. generally accepted accounting principles. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. These estimates and assumptions are affected by management's application of accounting policies. Estimates are deemed critical when a different estimate could have reasonably been used or where changes in the estimates are reasonably likely to occur from period to period, and would materially impact our financial condition, changes in financial condition or results of operations. Our significant accounting policies are discussed in Note 2 of the Notes to our Annual Consolidated Financial Statements as of March 31, 2009 and 2008 and for each of years in the two year period ended March 31, 2009. On an ongoing basis, we evaluate our estimates, including those related to our revenue recognition, allowance for doubtful accounts, inventory valuation, warranty reserves, tooling amortization, financial instruments, stock based compensation and income taxes. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Our critical accounting policies are as follows:

Revenue Recognition. Our revenue is derived from the sale of rugged, mobile technology which includes rugged mobile computers and related accessories. Our customers are predominantly resellers. However, we also sell directly to end-users. We follow the principles of Staff Accounting Bulletins 101 and 104, and other related pronouncements. Revenue is recognized, net of an allowance for estimated returns, when title and risks of ownership are transferred to the customer, all significant contractual obligations have been satisfied, the sales price is fixed or determinable and the ability to collect is reasonably assured. Our revenue recognition criteria have generally been met when the product has been shipped. Shipments are based on firm purchase orders from our customers with stated terms. The shipping terms are F.O.B. shipping point. We do not have installation, training and other commitments subsequent to shipment that are other than incidental. Our prices are determined based on negotiations with our customers and are not subject to adjustment. Generally, we do not hold inventory at our resellers and we do not expect resellers to hold inventories of our products other than in limited circumstances where such inventory is monitored by us. As a result, we expect returns to be minimal. We have not had material adjustments as our returns have been minimal.

Allowance for Doubtful Accounts. We regularly review and monitor collections of our accounts receivables and make estimated provisions, generally monthly, based on our experience, aging attributes, results of collection efforts and current market conditions. If our estimate for allowance for doubtful accounts is too low, additional charges will be incurred in future periods and these additional charges could have a material adverse effect on our financial position and results of operations. Our estimates have not required significant adjustment due to actual experience.

Warranty Reserves. Provisions are made at the time of sale for warranties, which are based on our experience and monitored regularly. The revenue related to warranty is recognized when our obligations are covered by a warranty coverage agreement provided by a third party. All warranty obligations related to revenue recognized are covered by warranty coverage agreements provided by Wistron. If our estimates for warranties and returns are too low, additional charges will be incurred in future periods and these additional charges could have a material adverse effect on our financial position and results of operations. Our estimates have not required significant adjustment due to actual experience.

Inventory Valuation. We adjust our inventory values so that the carrying value does not exceed net realizable value. The valuation of inventory at the lower of average cost or net realizable value requires us to use estimates regarding the amount of current inventory that will be sold and the prices at which it will be sold and our assessment of expected orders from our customers. Additionally, the estimates reflect changes in our products or changes in demand because of various factors, including the market for our products, obsolescence, technology changes and competition. While the estimates are subject to revisions and actual results could differ, our experience is that the estimates overseen by current management have not been required to be adjusted based on actual results. Accordingly, while any change to the estimates could have a material impact, there have been no material corrections to originally provided amounts.

Tooling Amortization. We amortize tooling costs over a two year period or estimated life, whichever is shorter. Those costs are recorded as a cost of revenue, subject to an assessment that future revenue will be sufficient to fully recover the cost of the tooling. This assessment requires an assessment of the market for our products and our future revenue expectations. On a quarterly basis, this assessment is reviewed and the cost of tooling is written down to its net realizable value if its recoverability is not reasonably expected based on estimates of future revenue for the periods covered by these financial statements. There have been no instances where we determined that useful life was significantly less than two years. Accordingly, we have not recorded material adjustments.

Income Taxes. We have significant valuation allowances that we intend to maintain until it is more likely than not the deferred tax assets will be realized. Our income tax expense recorded in the future will be reduced to the extent of decreases in our valuation allowances. Changes in the tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. We are not aware of any such changes that would have a material effect on our results of operations, cash flows or financial position.

Financial Instruments. The warrants we issued in connection with the promissory notes have been valued separately using the Black-Scholes methodology. The notes originally reflected in our financial statements are at a discounted value and the difference between this discount amount and the face value of the notes, which is repayable at maturity, is amortized as additional non-cash interest expense during the term of the notes. The determination of the value attributed to the warrants and notes required the use of estimates and judgments particularly related to the assumptions used in the Black-Scholes calculation. In addition, options to acquire common stock issued to employees have been valued using a Black-Scholes calculation and their valuation is impacted by the assumptions used in this calculation.

Recent Accounting Pronouncements

and requires the acquirer to disclose to investors and other users all of the information needed to evaluate and understand the nature and financial effect of the business combination. FAS 141(R) applies to all transactions or other events in which the reporting entity obtains control of one or more businesses, including those sometimes referred to as "true mergers" or "mergers of equals" and combinations achieved without the transfer of consideration, for example, by contract alone or through the lapse of minority veto rights. FAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of FAS 141R did not have a material impact on our financial position or results of operations.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115." This statement allows companies to elect to measure certain eligible financial instruments and other items at fair value. Companies may choose to measure items at fair value at a specified election date, and subsequent unrealized gains and losses are recorded in income at each subsequent reporting date. SFAS No. 159 became effective for fiscal years beginning after November 15, 2007, with earlier adoption permitted under certain circumstances. We were required to adopt SFAS No. 159 no later than the first quarter of fiscal 2009. The adoption of SFAS No. 159 did not have a material impact on our financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." The statement clarifies the definition of fair value, establishes a framework for measuring fair value, and expands the disclosure requirements regarding fair value measurements. SFAS No. 157 became effective for fiscal years beginning after November 15, 2007, with earlier adoption permitted. We were required to adopt SFAS No. 157 no later than the first quarter of fiscal 2009. The adoption of SFAS No. 157 did not have a material impact on our financial position or results of operations.

In July 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (FIN 48)." FIN 48 prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax return, including a decision on whether or not to file in a particular jurisdiction. Under FIN 48, a tax benefit from an uncertain position may be recognized only if it is "more likely than not" that the position is sustainable based on its technical merits. FIN 48 became effective for fiscal years beginning after December 15, 2006, and we adopted FIN 48 in the first quarter of fiscal 2008. The adoption of FIN 48 did not have a material impact on our financial position or results of operations.

Results of Operations

Revenue. We derive revenue from sales of our rugged wireless Tablet PC systems which encompass a family of active pen and touch Tablet PC computers, embedded wireless, desktop, vehicle, fork-lift or truck docking stations and a range of supporting performance matched accessories, peripherals and support services. Our revenue also includes service revenue derived from out-of-warranty repairs.

Cost of Revenue. Cost of revenue consists of the costs associated with manufacturing, assembling and testing our products, related overhead costs, maintenance, compensation and other costs related to manufacturing support, including depreciation of tooling assets. We use contract manufacturers to manufacture our products and supporting components, which represents a significant part of our cost of revenue. In addition, the costs associated with providing warranty repairs, as well as the costs associated with generating service revenue, are included in cost of revenue.

Gross Profit. Gross profit has been, and will continue to be, affected by a variety of factors, including competition, product mix and average selling prices of products, maintenance, new product introductions and enhancements, the cost of components and manufacturing labor, fluctuations in manufacturing volumes, component shortages, the mix of distribution channels through which our products are sold, and warranty costs.

Sales, Marketing and Support. Sales, marketing and support expenses include salaries, commissions, agent fees and costs associated with co-operative marketing programs, as well as other personnel-related costs, travel expenses, advertising programs, trade shows and other promotional activities associated with the marketing and selling of our products. We also believe part of our future success will be dependent upon establishing successful relationships with a variety of resellers.

Product Research, Development and Engineering. Product research, development and engineering expenses consist of salaries and related expenses for development and engineering personnel, and non-recurring engineering costs, including prototype costs, related to the design, development, testing and enhancement of our product families. We expense our research and development costs as they are incurred. There may be components of our research and development efforts that require significant expenditures, the timing of which can cause quarterly fluctuation in our expenses.

General Administration. General administration expenses consist of salaries and related expenses for finance, accounting, procurement and information technology personnel, professional fees, including legal fees for litigation defense as well as litigation settlement payments, corporate expenses, and costs associated with being a U.S. public company, including regulatory compliance costs.

Interest. Interest expense includes interest on debenture and promissory note borrowings, interest on borrowings related to our bank credit facility, non-cash interest charges representing the amortization of the value assigned to warrants issued with promissory notes and discounts and amortization of deferred financing costs consisting principally of legal fees and commission fees related to the financing transactions.

Other Income and Expense. Other income and expense includes gains and/or losses on dispositions of assets, foreign exchange and other miscellaneous income and expense.

Fiscal Year Ended March 31, 2009 vs. Fiscal Year Ended March 31, 2008

Revenue. Total revenue for the fiscal year ended March 31, 2009 was $22,627,000 as compared to $25,355,000 for the fiscal year ended March 31, 2008, a decrease of $2,728,000 or approximately 11%. The decrease in revenue was attributable to a decrease in our average selling prices of approximately 9% offset by an increase in unit sales of approximately 2%. Revenue for the year ended March 31, 2009 includes our largest single order in our history which accounted for over $2,650,000 or approximately 11% of our revenue. Due to its volume and unique customization, this single order had special pricing which accounted for the decline in our average selling prices. Excluding the impact of this single order, our average selling prices increased by approximately 2% and our unit sales declined by approximately 19%. We introduced the next generation of our iX104 rugged Tablet PC in our 2009 third fiscal quarter and we believe this new product accounted for the slight increase in our average selling prices. The decline in unit sales is principally due to the downturn in our business during the last six months of fiscal year 2009 attributable to the current market and economic conditions.

We operate in one segment, the sale of rugged mobile wireless Tablet PC computing systems. Approximately 50% of our revenue was derived from sales in the United States. Canada was the only country outside of the United States that accounted for more than 10% of our revenue during the year ended March 31, 2009, with approximately 21% of the total revenue. The Netherlands was the only country outside of the United States that accounted for more than 10% of our revenue during the year ended March 31, 2008 with approximately 11% of the total revenue. At March 31, 2009, there was one

customer with a receivable balance that was greater than 10% of the outstanding accounts receivables, PSC GROUP, LLC, which accounted for 23%. The receivable was collected subsequent to our fiscal year end.

We have a number of customers and in any year a single customer can account for a significant portion of our sales. For the fiscal year ended March 31, 2009, we had a customer located in Canada who accounted for approximately 12% of our total revenue. For the fiscal year ended March 31, 2008, we had one customer located in the Netherlands who accounted for approximately 10% of our total revenue.

Cost of Revenue. Total cost of revenue for the year ended March 31, 2009 was $16,245,000 compared to $17,924,000 for the year ended March 31, 2008, a decrease of $1,679,000 or approximately 9%. This decrease was principally attributable to the approximate 11% decrease in revenue and the product mix impact of our largest single order.

We rely on a single supplier for the majority of our finished goods. At March 31, 2009 and 2008, we owed this supplier $1,294,000 and $1,144,000, respectively, which was recorded in accounts payable and accrued liabilities. The year to date inventory purchases and engineering services from this supplier at March 31, 2009 and 2008 were $11,539,000 and $11,286,000, respectively.

Gross Profit. Total gross profit decreased by $1,049,000 to $6,382,000 (28.2% of revenue) for the year ended March 31, 2009 from $7,431,000 (29.3% of revenue) for the year ended March 31, 2008. The decease in gross profit as a percentage of revenue for the year ended March 31, 2009 as compared to the prior year was primarily attributable to the decrease in average selling prices arising from the product mix impact of our largest single order.

Sales, Marketing and Support Expenses. Sales, marketing and support expenses for the year ended March 31, 2009 were $4,041,000 compared to $4,840,000 for the year ended March 31, 2008. The $799,000 reduction was in response to the current market and economic conditions. The reduction principally consisted of a decline of $516,000 in marketing activities, including trade show participation, co-op advertising, publications and print and electronic media. Additionally, headcount reductions accounted for $172,000 of the decrease as well as a reduction in travel and entertainment and office expenses of $125,000, associated with the smaller head count, contributed to the reduction in the sales and marketing related expenses.

Product Research, Development and Engineering Expenses. Product research, development and engineering expenses for year ended March 31, 2009 were $6,978,000 compared to $4,244,000 for the year ended March 31, 2008. The increase of $2,734,000 in fiscal 2009 was due to an increase in development activities associated with investments in major new products. These products included a rugged, mobile notebook PC, a rugged military tablet/docking system, referred to as the Armadillo System, and the next generation of our iX104 rugged tablet, C4, which we introduced to the market in September 2008. Other new product development activities included new accessories such as our global positioning system and a vehicle economy dock. A substantial portion of the expense increase, $2,077,000, was for non-recurring engineering costs that are generally non-headcount related expenses such as costs attributable to the development of our rugged, mobile notebook PC, a one-time charge of $1,020,000 related to design changes for the notebook and an increase in depreciation expense of $507,000 principally related to development test chambers and other testing equipment. Headcount related costs accounted for $657,000 of the increase in fiscal 2009 expenses and are attributable to an increase in engineering staff for new products developed. These headcount cost increases included $280,000 of contract labor, $80,000 for relocation and recruiting expense and $87,000 for employee stock compensation. We believe that our product research, development and engineering expenses in fiscal 2010 will be significantly less than fiscal 2009 due in part to our completion of the C4 in fiscal 2009 and the completion of the Armadillo System in the first quarter of fiscal 2010.

General Administration Expenses. General administration expenses for the year ended March 31, 2009 were $5,351,000 compared to $5,330,000 for the year ended March 31, 2008, representing an increase of $21,000. Our legal expense for fiscal 2009 increased by $616,000 which principally related to professional fees associated with our litigation defense and litigation settlement costs. In fiscal 2009, we settled a dispute with a value added reseller ("Reseller") related to the Reseller's servicing of products from 2001 to 2004. We discontinued selling those products in 2004. Pursuant to the terms of the settlement, the Reseller was paid $100,00 in installments through June 15, 2009, was issued 1,334,000 shares of our common stock and may receive up to $60,000 of discounts on future purchases of our products. Our warranty reserve for these products, included in accrued liabilities, was adequate to cover the cash payments and the $240,000 fair value of the issued common stock. Legal defense fees that were in excess of the reserve in the amount of $207,000 were recorded as general administration expense. During fiscal 2009, we were also defendants in a patent infringement claim. In April 2009, we entered into a settlement agreement with the plaintiff in exchange for a $16,000 cash payment and 2,000,000 shares of our Series C Preferred Stock. The cash payment and fair market value of the issued shares of $170,000, assuming conversion into common stock, was recorded as general administration expense. The remainder of the legal expense increase was due to professional fees for legal defense. Excluding the increase in legal expense, our general administration costs for fiscal 2009 declined by $595,000 when compared to fiscal 2008. The decrease reflects the impact of our cost reduction initiatives during the second half of fiscal 2009 and includes the effects of a fiscal 2008 non-recurring non-cash charge of $249,000 for the value assigned to warrants granted to a consultant, and a decrease of $188,000 related to public reporting costs, a decrease of $189,000 in headcount related costs, a reduction of $136,000 for our allowance for doubtful accounts, a decline of $62,000 in general office expenses, a reduction of $34,000 in travel, a decline of $26,000 in recruiting and a decline in stock compensation of $21,000. These decreases in fiscal 2009 were partially offset by increases in fiscal 2009 attributable to a non-cash charge for the value of $160,000 assigned to warrants issued to SG Phoenix, an affiliate, for management advisory services in fiscal 2009 and an increase for upgrades and maintenance of our information systems and training of $134,000. We believe our general administration expenses for fiscal 2010 will be less than fiscal 2009 based upon the impact of a full year of benefit from the cost reduction initiatives implemented in fiscal 2009.

For fiscal years 2009 and 2008, the fair value of employee stock-based compensation expense was $1,023,000 and $963,000, respectively. This expense was recorded in the employee related functional classification.

Depreciation and amortization expenses for fiscal years 2009 and 2008 were $944,000 and $604,000, respectively. Depreciation and amortization expense is recorded in the related functional classification. There was an increase in depreciation expense in fiscal 2009 associated with additions for product development test chambers and other testing equipment.

Interest Expense. Interest expense for the year ended March 31, 2009 was $1,105,000 compared to $54,000 for the year ended March 31, 2008. The increase of $1,051,000 was primarily attributable to increased borrowings in fiscal year 2009 as compared to fiscal year 2008. As a result of the net proceeds we received from the issuance of the Series C Preferred Stock in September 2007, our outstanding borrowings under our revolving credit facility with a commercial bank were minimal in fiscal 2008. Additionally, we issued promissory notes initially in the second quarter of our fiscal year 2009 which bear interest at a fixed 10% and account for $153,000 of the increase in interest expense. The interest on the promissory notes issued in fiscal year 2009 has been paid in kind with shares of our common stock. To the extent we elect to pay the interest on the secured subordinated promissory notes with shares of our common stock, the effective interest rate increases by 2.5%. The increase also includes non-cash interest expense of $571,000 representing the amortization of the value assigned to warrants issued with the promissory notes issued in fiscal year, 2009, as well as, $99,000 of deferred financing costs related to the promissory notes issuances. There was no non-cash interest expense for

the year ended March 31, 2008. The increase in interest paid in cash was solely attributable to the interest on our revolving credit facility.

Other Expense. Other expense for the year ended March 31, 2009 was $124,000 compared to $41,000 for the year ended March 31, 2008.

Net Loss. The net loss for the year ended March 31, 2009 was $11,217,000 ($0.15 per share) compared to a net loss of $7,078,000 ($0.11 per share) for the year ended March 31, 2008. The increase in fiscal 2009 in our net loss of $4,139,000 and loss per share from the prior year was primarily due to the effects of increases in research and development expenses of $2,734,000, and interest expense of $1,051,000 and a decrease in gross profit of $1,049,000 offset by a reduction in sales, marketing and support expense of $799,000.

Net Loss Attributable to Common Shareholders. Net loss attributable to common shareholders for the year ended March 31, 2009 was $12,830,000 compared to $10,855,000 for the year ended March 31, 2008. We have issued Series A, B and C Preferred Stock that earn a cumulative 5% dividend. The dividends attributable to these shares for the years ended March 31, 2009 and 2008 were $1,613,000 and $1,449,000, respectively. The fiscal year 2009 amount is higher since it represents a full year of dividends on the Series C Preferred Stock issued on September 21, 2007. Additionally, our Series C Preferred Stock had a beneficial conversion feature as a result of an in-the-money conversion option at the date of commitment. For the issuance of the Series C Preferred Stock, the value of the beneficial conversion feature was determined as the difference between the effective conversion price and the closing market price of our common stock as reported on the Toronto Stock Exchange as of the financing's commitment date multiplied by the number of shares into which the Series C Preferred Stock are convertible. The value of the beneficial conversion features was presented as deemed dividends to the preferred stockholders with an offsetting amount to additional paid-in capital. Since the Series C Preferred Stock was immediately convertible into common stock by the holders at any time, we recorded non-cash charges (deemed dividends) in connection with the Series C Preferred Stock financing aggregating approximately $2,328,000 for the year ended March 31, 2008.

Liquidity and Capital Resources

The rate of growth in the tablet market for our products and our success in gaining market share has been less than we anticipated. We have incurred net losses in each fiscal year since our inception and we expect to report operating losses through the end of our fiscal year ending March 31, 2010. As at March 31, 2009, our working capital was $1,366,000 and our cash and cash equivalents were $794,000. From inception we have financed our operations and met our capital expenditure requirements primarily from the gross proceeds of private and public sales of debt and equity securities totaling approximately $100 million.

Sources of capital that are immediately available to us are a loan and security agreement with a commercial bank to finance eligible accounts receivables with a net borrowing capacity of up to $4 million depending upon eligible assets and, our principal shareholder, Phoenix. An affiliate of Phoenix has agreed to provide or arrange to provide us with up to $1.5 million in additional financing, to the extent necessary, to fund our planned operations through March 31, 2010.

From March 30, 2009 through July 13, 2009, we amended our revolving credit facility six times to extend the maturity date of our borrowings under that facility until August 15, 2009. We also reduced the maximum borrowings under our credit line from $8 million to $4 million, excluded inventory from our borrowing base and arranged for our lender to provide up to $1 million of additional availability in excess of the borrowing base, based on a supporting irrevocable standby letter of credit issued by a commercial bank for the account of Philip Sassower, our Chairman and Chief Executive Officer, and his wife Susan Sassower. During this time period, the interest rate under our facility increased from the

bank's "prime rate" plus 2.25% to the greater of 6.25% or 2.25% above the bank's "prime rate". The minimum tangible net worth covenant, as defined, under the credit facility was also increased to $1,575,000 and such minimum amount will increase quarterly by fifty percent of net income and/or fifty percent of issuances of equity or subordinated debt, as defined.

On August 13, 2009, we entered into a non-binding term sheet with our existing lender to modify the existing loan and security agreement. Under the proposed terms of the new agreement, we will finance certain eligible U.S. and Canadian accounts receivable, as defined, up to a maximum $4,000,000. Borrowings will bear interest at the bank's prime rate plus 3.42% per annum. The interest rate may increase by approximately 0.72% if our monthly quick ratio is less than half percent. We will be obligated to repay each loan advance on the earliest of the date on which the financed receivable payment is received or the date to which the financed receivable becomes ineligible or 90 days past due. The new agreement will have a maturity date of February 5, 2010 which will be extended to March 31, 2010 if the expiration date of the letter of credit is extended to April 30, 2010 (or later) by no later than December 31, 2009. The Supporting Letter of Credit Applicants have agreed to provide us with the extension of the expiration date of the letter of credit. The new agreement also has a commitment fee of $17,500 and is subject to a minimum monthly interest fee of $4,000. Borrowings will be secured by all of our assets and intellectual property.

On August 13, 2009, we extended the maturity date of borrowings under our revolving credit facility to September 15, 2009. We expect to enter into a new credit facility with our lender on or prior to September 15, 2009.

As of August 3, 2009, there were $2,394,000 borrowings outstanding under our amended credit facility.

We believe that cash flow from operations, together with borrowings from our credit facility (including any refinancing thereof) and, if necessary, financial support from Phoenix will be sufficient to fund our anticipated operations, working capital, capital spending and debt service for fiscal year 2010. However, we may seek to access the public or private markets whenever conditions are favorable even if we do not have an immediate need for additional capital at that time.

Cash Flow Results

The table set forth below provides a summary statement of cash flows for the periods indicated:

	Year Ended March 31,

	2009			2008
	(in thousands of US dollars)
Net cash used in operating activities	$	(6,239	)	$	(6,165	)
Net cash used in investing activities		(242	)		(1,113	)
Net cash provided by financing activities		6,542			6,300
Cash and cash equivalents		794			733

Net cash used in operating activities in fiscal year 2009 was $(6,239,000) as compared to $(6,165,000) in fiscal year 2008, an increase of $(74,000). The increase in our net loss of $(4,139,000) in fiscal 2009 is offset by the net of items not affecting cash of $709,000 and the effects of favorable asset management through receivable collections of $1,956,000, timing of payables of $923,000 and reduction of prepaid expenses of $386,000.

Net cash used in investment activities consists of additions to fixed assets, principally tooling and test equipment for our new products and demonstration units.

Net cash provided by financing activities for the years ended March 31, 2009 and 2008 was $6,542,000 and $6,300,000, respectively. Net cash provided by financing activities for the year ended March 31, 2009 consisted of net borrowings from the revolving credit facility and net proceeds from private placement issuances of secured promissory notes and common stock. For the year ended March 31, 2008, net cash provided by financing activities represents funds from the private placement of the Series C Preferred Stock.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 8. Financial Statements and Supplementary Data.

The financial statements and other financial information required by this Item are listed in Item 15 of Part IV and are contained on pages F-1 through F-28 of this annual report and incorporated in this Item 8 by reference.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Not applicable.

Item 9A(T). Controls and Procedures.

(a): Evaluation of disclosure controls and procedures.

As of the end of the period covered by this Annual Report on Form 10-K, we conducted under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, an evaluation of the effectiveness of our "disclosure controls and procedures" (as that term is defined under the Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act). Based on that evaluation, our chief executive officer and chief financial officer concluded as of the period covered by this report that our disclosure controls and procedures were effective in recording, processing, summarizing and reporting information required to be disclosed within the time periods specified in the Securities and Exchange Commissions rules and forms.

(b): Management's report on internal control over financial reporting.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (ii) provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (iii) provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Management assessed the effectiveness of the Company's internal control over financial reporting as of March 31, 2009 based on the framework established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that assessment, management concluded that, as of March 31, 2009, the Company's internal control over financial reporting was effective based on the criteria established in Internal Control—Integrated Framework.

This Annual Report on Form 10-K does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. since temporary rules of the SEC permit the Company to provide only management's report on this Annual Report on Form 10-K.

(c): Changes in internal control over financial reporting.

As of the end of the period covered by this report, there have been no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended March 31, 2009 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information.

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

The following table sets forth certain information concerning the directors and executive officers of our company as of August 1, 2009:

Name		Positions with our Company

Philip S. Sassower	69	Chairman of the Board of Directors and Chief Executive Officer
Mark Holleran	51	President and Chief Operating Officer
Michael J. Rapisand	50	Chief Financial Officer and Corporate Secretary
Bryan J. Bell	49	Vice President of Engineering
Francis J. Elenio	43	Director
Andrea Goren	41	Director
Ben Irwin	49	Director
Thomas F. Leonardis	64	Director
Brian E. Usher-Jones	63	Director

Philip S. Sassower has served as our Chief Executive Officer since February 2006 and has been a director of our company and served as Chairman of the Board of Directors since December 2004. Mr. Sassower is the Chief Executive Officer of SG Phoenix LLC, a private equity firm, and has served in that capacity since May 2003. Mr. Sassower has also been Chief Executive Officer of Phoenix Enterprises LLC, a private equity firm, and has served in that capacity since 1996. On May 13, 2008, Mr. Sassower was named Chairman of the Board of The Fairchild Corporation (NYSE: FA), a motorcycle accessories and aerospace parts and services company. On March 18, 2009, The Fairchild Corporation and 61 subsidiaries filed a petition for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court, District of Delaware. Mr. Sassower served as Chairman of the Board of Communication Intelligence Corp., an electronic signature solution provider, from 1998 to 2002 and Chairman of the Board of Newpark Resources, Inc., an environmental services company, from 1987 to 1996. Mr. Sassower is co-manager of the managing member of Phoenix Venture Fund LLC, our principal shareholder.

Mark Holleran has served as our President and Chief Operating Officer since February 2006. Mr. Holleran served as Vice President of Sales from April 2003 to February 2006. Prior to joining our company, Mr. Holleran was a consultant with the consulting firm of Cox Consulting Ltd. from 2002 to 2003. Prior to that, Mr. Holleran served as President and Chief Executive Officer of Wavestat Wireless Inc., a developer of wireless products, from 2000 to 2002. Mr. Holleran served as Vice-President—Sales and Marketing at Cabletron Systems of Canada from 1996 to 1999.

Michael J. Rapisand has served as our Chief Financial Officer and Corporate Secretary since August 2004. Prior to joining our company, Mr. Rapisand served as Chief Financial Officer of TippingPoint Technologies, Inc., a network-based security hardware manufacturer, from October 2002 to March 2004. Prior to that, Mr. Rapisand served as Chief Financial Officer and Vice President of ThinkWell Corporation, a publishing company, from October 2001 to September 2002. From March 1997 to July 2001, Mr. Rapisand served as Finance Director of Dell Inc. Mr. Rapisand served as a director of DataMetrics Corporation, a designer and manufacturer of rugged electronic products from October 2006 to March 2008.

Bryan J. Bell became our Vice President of Engineering in May 2008. Prior to joining our company, Mr. Bell was Vice President of Operations at Sirific Wireless since February 2003. Sirific

develops solutions for 3.5G multi-mode, multi-band mobile cellular and broadband data for notebook computers. From October 2000 to February 2003, he was DSL Engineering Team Leader at Texas Instruments. From February 1997 to October 2000, Mr. Bell was the Vice President and General Manager of the notebook computer business of Acer Advanced Labs, Inc.

Francis J. Elenio has been a director of our company since November 2007. Mr. Elenio is Financial Advisor to Premier Wealth Management, Inc., a wealth management company focused on medium and high net worth individuals, and has served in that position since September 2007. In addition, Mr. Elenio is Chief Financial Officer of Wilshire Enterprises, Inc., a real estate investment and management company, and has served in that position since September 2006. Previously, Mr. Elenio was Chief Financial Officer of WebCollage, Inc., an internet content integrator for manufacturers, from March 2006 through August 2006. From November 2005 through March 2006, Mr. Elenio was interim Chief Financial Officer of TWS Holdings, Inc., a business process outsourcing company. From April 2004 until November 2005, Mr. Elenio was Chief Financial Officer and Director for Roomlinx, Inc., a provider of wireless high speed internet access to hotels and conference centers.

Andrea Goren has been a director of our company since December 2004. Mr. Goren is a Managing Director of SG Phoenix LLC, a private equity firm, and has served in that capacity since May 2003 and has been associated with Phoenix Enterprises LLC since January 2003. Prior to that, Mr. Goren served as Vice President of Shamrock International, Ltd., a private equity firm, from June 1999 to December 2002. Mr. Goren is a Director of The Fairchild Corporation. On March 18, 2009, The Fairchild Corporation and 61 subsidiaries filed a petition for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court, District of Delaware. Mr. Goren is co-manager of the managing member of Phoenix Venture Fund LLC, our principal shareholder.

Ben Irwin has been a director of our company since May 2009. Mr. Irwin has been President and Owner of Rejen Inc, a re-manufacturer and retailer of inkjet and laser toner cartridges, since September 2005. Prior to that, Mr. Irwin served as Senior Vice President of Engineering of Itronix Corp., a designer and manufacturer of rugged laptop and handheld computing products from July 2000 to February 2005.

Thomas F. Leonardis has been a director of our company since June 2005. Mr. Leonardis has been President and Chief Executive Officer of Ember Industries, Inc., a contract electronics manufacture, since November 2001. Mr. Leonardis served as a director of DataMetrics Corporation, a designer and manufacturer of rugged electronic products, from November 2001 to March 2008.

Brian E. Usher-Jones has been a director of our company since 1996. Since 1992, Mr. Usher-Jones has been self-employed as a merchant banker. Mr. Usher-Jones is currently a director of Wireless Age Communications Inc. From November 2000 to September 2006, Mr. Usher-Jones served as Chairman and Chief Executive Officer of Oromonte Resources Inc., a mining exploration company. From November 2002 to September 2005, Mr. Usher-Jones served as Chairman of Greenshield Resources Ltd., a mining exploration company. From April 1997 to June 2004, Mr. Usher-Jones served as a director of Calvalley Petroleum Inc., an oil exploration company. From June 2001 to July 2004, Mr. Usher-Jones served as a director of Pivotal Self-Service Technologies Inc., which installs ATM machines. From January 2001 to December 2003, Mr. Usher-Jones served as Chairman of International Vision Direct, an internet seller of contact lenses. Mr. Usher-Jones served as Treasurer and Interim Chief Financial Officer of our company from August 1996 to November 1997 and from August 2001 to December 2001.

There are no family relationships between any director or executive officer of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than ten percent of a registered class of our equity securities to file reports of changes in ownership of our common stock and other equity securities with the SEC. Based solely upon a review of Forms 3, 4 and 5 and amendments to these forms furnished to us, we believe all parties subject to the reporting requirements of Section 16(a) of the Exchange Act filed on a timely basis all such required reports during and with respect to our 2009 fiscal year except for two late Form 4 filings for Mr. Sassower and one late Form 4 filing for each of Mr. Goren, Mr. Holleran, Mr. Randy Paramore, Phoenix and Phoenix Enterprises Family Fund LLC.

Code of Ethics

We have adopted a code of ethics that applies to the members of our board of directors, our officers, including our principal executive officer and principal financial officer, and all of our other employees. A copy of our code of ethics is available, without charge, upon written request directed to the Chief Financial Officer, Xplore Technologies Corp., 14000 Summit Drive, Suite 900, Austin, Texas 78728.

Audit Committee

The members of our Audit Committee are Brian E. Usher-Jones, Francis J. Elenio and Thomas Leonardis. Our Board of Directors has determined that Brian E. Usher-Jones meets the criteria of an "audit committee financial expert" as that term is defined in the rules and regulations promulgated under the Securities Exchange Act of 1934. Mr. Usher-Jones is an independent director as defined under the rules of The Nasdaq Stock Market. Mr. Usher-Jones' background and experience include being a chartered accountant and Chief Financial Officer of Nesbitt Thomson and Company, LTD.

Item 11. Executive Compensation

Executive Compensation

Summary Compensation Table

The following table sets forth the compensation earned by or awarded to, as applicable, our principal executive officer, principal financial officer and other executive officers during our fiscal years ended March 31, 2009 and 2008, such officers are referred to herein as the "named executive officers."

Name and Principal Position

Philip S. Sassower—		2009	—	—		38,710	(3)	—		38,710
	Chief Executive Officer(2)	2008	—	—		54,000		7,500	(4)	61,500
Mark Holleran—		2009	250,000	113,385	(5)	337,281		—		700,666
	President and Chief Operating Officer	2008	250,000	148,940	(5)	296,689		—		694,787
Michael J. Rapisand—		2009	180,000	—		67,145		—		247,145
	Chief Financial Officer(6)	2008	180,000	—		105,723		—		285,723

(1): Option award amounts included in this table reflect the compensation cost for the fiscal year ended, related to all options granted to the named executive officer, calculated in accordance with SFAS 123(R) and using a Black-Scholes valuation model.

(2): Mr. Sassower does not receive a salary in connection with his services as our Chief Executive Officer. Mr. Sassower is the Chairman of our Board of Directors.
(3): Mr. Sassower was entitled to receive fees for fiscal 2009 in connection with being a member of our Board of Directors. Mr. Sassower accepted options to purchase 150,000 shares of our common stock in lieu of such fees. Such options immediately vested on June 10, 2009, the date of grant. Such amount includes those options.
(4): Represents fees paid to Mr. Sassower for attending meetings of our Board of Directors.
(5): Under the terms of Mr. Holleran's Management by Objective (MBO) plan, in fiscal year 2009 he had the opportunity to earn a cash bonus of up to 100% of his base salary ($250,000) based on the achievement of revenue objectives. In fiscal year 2008, he had the opportunity to earn a cash bonus of up to 100% of his base salary ($250,000) based on the achievement of objectives in the following weighted categories: revenues (40%), EBITDA performance (20%), new product development (15%), additional financings (10%), retention of staff (7.5%) and hiring new employees (7.5%). For purposes of our named executive officers' MBO plans, we define EBITDA as earnings before, interest, taxes, depreciation, amortization and non-cash transactions (such as stock compensation expense, services paid with stock and amortization of values assigned to warrants issued in financings). Mr. Holleran's bonuses in fiscal years 2009 and 2008 were based on his efforts in managing our sales team and he did not earn any compensation under his MBO plans.
(6): Under the terms of Mr. Rapisand's MBO plan in fiscal year 2009, he had the opportunity to earn a cash bonus of up to 40% of his base salary ($72,000) based on his achievement of revenue objectives. In fiscal year 2008, he had the opportunity to earn a cash bonus of up to 40% of his base salary ($72,000) based on his achievement of objectives in the following weighted categories: revenues (50%), EBITDA performance (25%) and additional financings (25%). The objectives under Mr. Rapisand's MBO plan were not achieved in fiscal 2009 and no bonus was earned. Mr. Rapisand did not earn any compensation under his MBO plans in fiscal year 2008.

Elements of Our Compensation Program

The compensation of our executives is designed to attract, as needed, individuals with the skills necessary for us to achieve our objectives, retain individuals who perform at or above our expectations and reward individuals fairly over time. Our executives' compensation has three primary components: base salary; an annual cash incentive bonus; and equity-based compensation. In addition, we provide our executives with benefits that are generally available to our salaried employees.

As a small company, we recognize that while we must pay salaries which help us to attract and retain talented executives who will help our company grow, we must do so within budgetary constraints. We reward outstanding performance with cash bonuses which in large part are based on financial measures, such as revenue and EBITDA targets, and the achievement of strategic goals and corporate milestones. In addition, we reward our executives with equity-based compensation as we believe equity compensation provides an incentive to our executive officers to build value for our company over the long-term and aligns the interests of our executive officers and shareholders. Generally, we use stock options as our equity-based compensation because we believe that options generate value to the recipient only if the price of our common stock increases during the term of the option. Other than in the event of a change of control, the stock options granted to our executives generally vest solely based on the passage of time. We believe these elements support our underlying philosophy of attracting and retaining talented executives while remaining within our budgetary constraints and also creating cash incentives which reward company-wide and individual performance and aligning the interests of our executive officers with those of our shareholders by providing our executive officers equity-based incentives to ensure motivation over the long-term.

The individual elements of our compensation program are as follows:

Base Compensation. It is our policy that the base salaries paid to our executive officers should reflect the individual responsibility and experience of the executive officer and the contribution that is expected from the executive officer. Base salaries are reviewed by the compensation committee on an annual basis to satisfy these criteria.

There were no changes in these salary amounts in our 2009 fiscal year.

Cash Incentive Bonuses. Our executive officers are eligible for annual incentive bonuses if they meet key financial and operational objectives. The payment of cash incentive bonuses to executive officers is within the discretion of our compensation committee and is based on our compensation committee's assessment of the performance of the company and each executive officer measured in large part against financial objectives, strategic goals and corporate milestones. These financial, strategic and corporate objectives include revenue and EBITDA targets, product development objectives and corporate milestones such as the completion of financings. Our compensation committee may in its discretion award a cash incentive bonus to an executive officer for partial achievement of such executive officer's objectives. The total amount of the cash incentive bonus available to an executive officer is either based upon a percentage of such executive officer's base salary or a fixed dollar amount. Bonuses are reviewed by the compensation committee on an annual basis. Furthermore, in recognition of an executive officer's exceptional performance our board of directors may award a performance bonus in excess of that executive officer's maximum cash incentive bonus.

Each of our named executive officers (other than Philip S. Sassower) participates in his own individual Management by Objectives plan, which we refer to as a MBO plan as discussed in footnotes five and six in the summary compensation table for fiscal years 2009 and 2008.

Equity-Based Compensation. We use stock options to reward long-term performance and to ensure that our executive officers have a continuing stake in our long-term success. Authority to make stock option grants to our executive officers rests with our board of directors. In determining the size of stock option grants, our board of directors considers our actual performance against our strategic plan, individual performance, the extent to which shares subject to previously granted options are vested and the recommendations of our Chief Executive Officer and other members of senior management.

We do not have any program, plan or obligation that requires us to grant equity compensation on specified dates. We grant stock options at regularly scheduled meetings of our board of directors or at special meetings. The authority to make equity grants to our executive officers rests with our board of directors, although, as noted above, our board of directors does, in determining the grants of equity awards, consider the recommendations of our Chief Executive Officer and other members of senior management and our compensation committee. All stock options granted have an exercise price equal to or greater than the closing price of our common stock on the date that the grant action occurs.

With respect to establishing compensation for our executive officers, we do not have any formal policies in determining how specific forms of compensation are structured or implemented to reflect the individual performances and/or individual contributions to the specific items of our company's performance. In addition, we have no policies regarding the adjustment or recovery of awards or payments if the relevant performance measures, upon which such award or payment was based are restated or otherwise adjusted in a manner that would reduce the size of an award or payment.

With respect to newly hired employees, our practice is typically to make stock grants at the first meeting of our board of directors following such employee's hire date. We do not have any program, plan or practice to time stock options grants with the release of material non-public information. We

do not time, nor do we plan to time, the release of material non-public information for the purposes of affecting the value of executive compensation.

On December 19, 2007, our board of directors awarded options to purchase 3,400,664 shares of common stock to our employees. The award was intended to align such executive's equity compensation with market levels based upon a compensation study performed by an independent third party for the compensation committee of the board.

On April 30, 2009, our board of directors granted options to executive officers to purchase an aggregate of 3,084,731 shares of common stock, to our other employees to purchase an aggregate of 1,780,406 shares of common stock and to our directors to purchase an aggregate of 496,478 shares of common stock. The options are exercisable for five years, have an exercise price of $0.10 per share and vest annually in equal installments over three years beginning on the first anniversary of the date of grant. The award was intended to adjust the equity compensation for dilution and to align the equity compensation of certain employees with market levels based upon the same market study.

Employment Agreements

Mark Holleran

On June 30, 2006, we entered into an employment agreement with Mark Holleran, our President and Chief Operating Officer. The agreement was for a period of two years, and is renewable for additional one year periods. It was renewed in June 2009 for an additional year. In consideration for his services, during the term Mr. Holleran is entitled to receive a base salary, currently of $250,000 per year, subject to any increase as may be approved by our board of directors. Mr. Holleran is also entitled to receive a performance bonus of up to 100% of his base salary based on his achievement of objectives in the following categories: revenues, hiring new employees, product development, retention of staff, EBITDA performance and additional financing. In addition, we may award, in our sole discretion, Mr. Holleran additional performance bonuses in recognition of his performance. In connection with entering into the employment agreement, Mr. Holleran received options to purchase 1.2 million shares of common stock with an exercise price of $0.34 per share. The options received vest in equal annual installments over a period of three years commencing on June 30, 2006. As part of this grant, Mr. Holleran agreed to the extinguishment of any options previously granted to him that did not vest on or before June 22, 2006.

Mr. Holleran is also eligible to participate in a transaction bonus pool in the event of the sale of our company during the term of Mr. Holleran's employment agreement. The amount of the transaction bonus pool will be based upon the total consideration received by our shareholders from the sale of our company, less our transaction expenses. Mr. Holleran will be entitled to receive 50% of the total amount of the transaction bonus pool.

As part of the employment agreement, we agreed that if we terminate Mr. Holleran's employment without cause during the term of his employment agreement, in addition to any payments due to him under the terms of the agreement, we will reimburse Mr. Holleran up to $80,000 of his expenses incurred in connection with his relocation back to Canada. The employment agreement also contains customary non-compete, non-solicitation, non-disparagement and confidentiality provisions.

Severance and Change in Control Benefits

Mark Holleran, our President and Chief Operating Officer, has a provision in his employment agreement that gives him severance benefits if his employment is terminated without cause. In addition, his employment agreement provides for the acceleration of his then unvested options following a change in control of our company. Mr. Holleran will also receive a transaction bonus if our company is sold during the term of his employment. The amount of the transaction bonus will be based upon the

total consideration received by our shareholders from the sale of our company, less our transaction expenses. Mr. Holleran will be entitled to receive 50% of the total amount of the transaction bonus pool that is eligible to be paid to our executives. In addition, under the terms of our transaction bonus pool, if our company is sold during the term of their employment, our Chief Financial Officer, Michael J. Rapisand, will receive 30%, our Vice President of Engineering, Bryan J. Bell, will receive 5% and the remaining 15% will be distributed among our senior management team as decided by our board of directors.

We have chosen to provide these benefits to our executives because we believe we must remain competitive in the marketplace. These severance and acceleration provisions and estimates of these change of control and severance benefits are described in the section entitled "—Estimated Payments and Benefits Upon Termination or Change in Control" below.

Pension Benefits

We do not sponsor any qualified or non-qualified defined benefit plans. We do maintain a 401(k) plan for our employees, including our executive officers; however, we do not match contributions made by our employees, including contributions made by our executive officers.

Nonqualified Deferred Compensation

We do not maintain any non-qualified defined contribution or deferred compensation plans. Our board of directors may elect to provide our executive officers and employees with non-qualified defined contribution or deferred compensation benefits if it determines that doing so is in our best interests.

Other Benefits

Our executive officers are eligible to participate in all of our employee benefit plans, such as medical, dental, vision, group life and disability insurance and our 401(k) plan, in each case on the same basis as our other employees.

Impact of Regulatory Requirements

Deductibility of Executive Compensation. Our executive officers' MBO plans and our stock option plan do not currently provide compensation that qualifies as "performance-based compensation" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. Accordingly, compensation in excess of $1 million paid to a named executive officer during any one year that is attributable to one of those arrangements would not currently be deductible for U.S. federal income tax purposes. We may, in the future, reevaluate those plans and redesign them so that compensation attributable to one or both of those plans would qualify as "performance-based compensation" within the meaning of Section 162(m) and would be deductible for U.S. federal income tax consequences.

Accounting for Stock-Based Compensation. We began accounting for stock-based payments in accordance with the requirements of FASB Statement 123(R) for the fiscal year ended March 31, 2004.

Stock Ownership Requirements

We do not currently have any requirements or guidelines relating to the level of ownership of our common stock by our directors or executive officers.

Outstanding Equity Awards at 2009 Fiscal Year-End

The following table sets forth the equity awards outstanding at March 31, 2009 for each of the named executive officers.

Name					Option Exercise Price C($)

Philip S. Sassower—		150,000			$	0.93		06/21/2010
	Chief Executive Officer(2)	150,000	50,000	(1)	$	0.44		08/29/2011
Mark Holleran—		78,334	—		$	0.56		01/06/2010
	President and Chief Operating Officer	113,334	—		$	0.93		06/21/2010
		1,200,000	—		$	0.38		06/30/2011
		1,044,446	522,222	(3)	$	0.44		08/29/2011
		622,221	1,244,442	(4)	$	0.50	(4)	12/19/2012
Michael J. Rapisand—		64,459			$	1.12		08/11/2009
	Chief Financial Officer	372,701			$	0.56		01/06/2010
		414,685	245,869	(5)	$	0.44		08/29/2011

(1): 50,000 options vest on August 29, 2008 and 50,000 options vest on August 29, 2009.
(2): Does not include stock options to purchase 150,000 shares of common stock granted to Mr. Sassower as a director of our Company in lieu cash fees otherwise payable to him for fiscal 2009.
(3): 522,222 options vest on August 29, 2009.
(4): 622,221 options vest on December 19, 2009 and 622,221 options vest on December 19, 2010. The exercise price for these options is in United States dollars.
(5): 245,869 options vest on August 29, 2009.

Estimated Payments and Benefits Upon Termination or Change in Control

Holleran Employment Agreement

The following table describes the potential payments and benefits payable to Mr. Holleran, our President and Chief Operating Officer, upon termination of his employment by us without cause, as if his employment terminated as of the March 31, 2009, the last business day of our last fiscal year. If Mr. Holleran's employment is terminated by us without cause, as a result of his death or disability, by us for cause or voluntary by Mr. Holleran, he is entitled to receive any earned or accrued, but unpaid, base compensation and bonus and all accrued but unused vacation days through the termination date.

Payments and Benefits		Termination by Company Without Cause(1)

Compensation:
	Base salary(2)	$	250,000	(4)
	Performance bonus(3)	$	131,163	(5)
Benefits and Perquisites:		$	92,024	(6)

(1): For purposes of Mr. Holleran's employment agreement, "cause" includes, among other things, (i) his willful failure to perform his duties under his employment agreement,

(ii) any intentional act of fraud, embezzlement or theft involving more than a nominal amount of our assets or property, (iii) any material damage to our assets, business or reputation resulting from his intentional or grossly negligent conduct, (iv) his intentional wrongful disclosure of material confidential information, (v) his intentional engagement in competitive activity which would constitute a breach of his employment agreement and/or his duty of loyalty, (vi) his intentional breach of any material employment policy, or (vii) his ineligibility for any reason to work lawfully in the United States for a period of four consecutive months.

(2): Assumes that there is no earned but unpaid base salary at the time of termination.
(3): Assumes that there is no earned but unpaid bonus at the time of termination.
(4): Mr. Holleran is entitled to receive his base salary in effect immediately prior to his termination of employment for a period of 12-months commencing on the termination date, subject to reduction by any amounts he earns during the 12-month period.
(5): Under the terms of Mr. Holleran's employment agreement, he is entitled to receive as severance an amount equal to the average of his performance bonuses paid to him during the two calendar years preceding his termination.
(6): Represents payments of $1,002 a month to pay the cost of Mr. Holleran's continued participation in our group health plans under COBRA during the 12-month severance period and a maximum of $80,000 which Mr. Holleran is entitled to be reimbursed for his relocation costs back to Canada.

Change in Control Benefits

Under the terms of our Amended Share Option Plan, which we also refer to as our Amended Plan, upon a change in control of our company all outstanding options will immediately vest and become exercisable. A "change of control" means the occurrence of (i) a person, including the person's affiliates and any other person acting jointly or in concert with that person, becoming the beneficial owner of, or exercising control over, more than 50.1% of the total voting power of our common stock; or (ii) our company consolidating with, or merging with or into, another person or selling, transferring, leasing or otherwise disposing of all or substantially all of our assets to any person, or any person consolidating with, or merging with or into, our company, in any such event pursuant to a transaction in which our outstanding shares of common stock are converted into or exchanged for cash, securities or other property, except for any such transaction in which the holders of our then outstanding common stock receive voting securities, or securities exchangeable at the option of the holder into voting securities, of the surviving person which constitute a majority of the voting securities.

The following table sets forth the potential payments to our named executive officers as if we had a change of control as of the March 31, 2009, the last business day of our 2009 fiscal year.

Name	Transaction Bonus Pool(1)

Philip S. Sassower—Chief Executive Officer		—	(2)	—	(3)
Mark Holleran—President and Chief Operating Officer	$	369,889	(4)	—	(5)
Michael J. Rapisand—Chief Financial Officer	$	221,933	(6)	—	(7)

(1): Our named executive officers (except for Philip S. Sassower) are eligible to participate in a transaction bonus pool designed to incent and reward our executives who are employed by us upon the sale of our company. Under the transaction bonus pool, an amount equal to 5% of the per share sales consideration up to $0.34 and 10% of the remaining per share consideration received through such sale, in each case after deducting the transaction expenses, will be allocated to the

transaction bonus pool. For example, if a sale of our company is completed and each holder of our common stock will receive $1.00 per share after transaction expenses, the transaction bonus pool will be equal to 5% on the first $0.34 per share and 10% on the balance per share ($0.66 per share). The participation in the transaction bonus pool will be allocated as follows: 50% to Mark Holleran, our President and Chief Operating Officer, 30% to Michael J. Rapisand, our Chief Financial Officer, 5% to Bryan J. Bell, our Vice President of Engineering and the balance to our then current senior management team, as decided by our board of directors, in consultation with Mr. Holleran.

(2): Mr. Sassower is not eligible to participate in the transaction bonus pool.
(3): Pursuant to the terms of our Amended Share Option Plan, all outstanding options shall immediately vest upon the occurrence of a change of control of our company. Assuming a market price of $0.09 per share, which represents the closing price of our common stock on March 31, 2009 as reported by the OTC Bulletin Board, the exercise price of all of the options held by such executive officer would be below the market price and thus the accelerated options would have a value of nil.
(4): Assuming (i) a per share sales price of $0.09, which represents the closing price of our common stock on March 31, 2009 as reported by the OTC Bulletin Board and (ii) transaction costs of 10% of the total proceeds, the aggregate transaction bonus pool would be $739,778. Mr. Holleran would be entitled to receive 50% of the transaction bonus pool.
(5): Pursuant to the terms of our Amended Share Option Plan, all outstanding options shall immediately vest upon the occurrence of a change of control of our company. Assuming a market price of $0.09 per share, which represents the closing price of our common stock on March 31, 2009 as reported by the OTC Bulletin Board, the exercise price of all of the options held by such executive officer would be below the market price and thus the accelerated options would have a value of nil.
(6): Assuming (i) a per share sales price of $0.09, which represents the closing price of our common stock on March 31, 2009 as reported by the OTC Bulletin Board, and (ii) transaction costs of 10% of the total proceeds, the aggregate transaction bonus pool would be $739,778. Mr. Rapisand would be entitled to receive 30% of the transaction bonus pool.
(7): Pursuant to the terms of our Amended Share Option Plan, all outstanding options shall immediately vest upon the occurrence of a change of control of our company. Assuming a market price of $0.09 per share, which represents the closing price of our common stock on March 31, 2009 as reported by the OTC Bulletin Board, the exercise price of all of the options held by such executive officer would be below the market price and thus the accelerated options would have a value of nil.

Director Compensation

In June 2006, our board of directors approved a director compensation plan pursuant to which we will pay our directors a fee to attend board meetings. Under the plan, each director receives $1,500 for each board meeting he attends in person and $750 for each board meeting he attends by teleconference. In addition, from time to time, we grant options to our directors to purchase shares of our common stock. We also reimburse our directors for out-of-pocket expenses incurred in connection with attending our board and board committee meetings. Compensation for our directors, including cash and equity compensation, is determined, and remains subject to adjustment, by our board of directors. For the year ended March 31, 2009, we did not pay our board of directors their cash fees to attend meetings. Our board of directors elected to accept stock options in lieu of cash payments. On June 10, 2009, each director was granted options to purchase 150,000 shares of common stock at an

exercise price of $0.15 per share, which options were fully vested as of the date of grant and are exercisable for five years. On June 10, 2009, each director was also granted options to purchase 150,000 shares of common stock at an exercise price of $0.15 per share, for services to be rendered to us for the 2010 fiscal year. Those options fully vest on March 31, 2010 and are exercisable for five years.

Fiscal Year 2009 Director Compensation

The following table sets forth compensation information for the Company's directors, who are not named executive officers, for our fiscal year ended March 31, 2009.

Name

Brian E. Usher-Jones	—	32,542	(1)	32,542
Andrea Goren	—	38,710	(2)	38,710
Thomas F. Leonardis	—	38,710	(3)	38,710
Frank Elenio	—	29,120	(4)	29,120

(1): The aggregate number of option awards outstanding for such director at the end of fiscal year 2009 was 200,00 shares.
(2): The aggregate number of option awards outstanding for such director at the end of fiscal year 2009 was 350,000 shares.
(3): The aggregate number of option awards outstanding for such director at the end of fiscal year 2009 was 350,000 shares.
(4): The aggregate number of option awards outstanding for such director at the end of fiscal year 2009 was 200,000 shares.

2009 Stock Incentive Plan

On July 28, 2009, we adopted the 2009 Stock Incentive Plan, which we refer to as the 2009 Stock Plan. The 2009 Stock Plan provides for equity-based awards in the form of incentive stock options and non-statutory options, restricted shares, stock appreciation rights and restricted stock units. Awards are made to selected employees, directors and consultants to promote stock ownership among award recipients, to encourage their focus on strategic long-range corporate objectives, and to attract and retain exceptionally qualified personnel. Up to 19.4 million shares of common stock may be issued under the 2009 Stock Plan. The 2009 Stock Plan became effective retroactively as of June 10, 2009, subject to shareholder approval.

Generally, the vesting of options and the retention of restricted shares granted under the plan are conditioned on a period or successive periods of continuous service of the award recipient. Expired options that remain unexercised and shares forfeited to or repurchased by us will become available for future grant under the 2009 Stock Plan.

Employee Stock Purchase Plan

On November 5, 2008, we adopted the Employee Stock Purchase Plan, which we refer to as the ESPP. The ESPP establishes a series of offering periods during which most of our employees have an opportunity to purchase our common stock through payroll deductions. To be eligible, an employee must have completed one year of employment and regularly work over 20 hours per week and over 5 months per year. Prior to each offering period, a participant elects to have between 1% and 20% of his or her base compensation set aside for the purchase of the shares upon purchase dates, which occur

at the end of each calendar quarter. The purchase price is 95% of the fair market value per share of our common stock on the start date of the offering period, which initially was $0.096 per share.

The initial offering period began on January 1, 2009 and will terminate on March 31, 2010. Approximately 46% of our employees have elected to participate in the ESPP during the initial offering period.

Up to 5,000,000 shares are reserved for purchase under the ESPP. The ESPP may have additional offering periods until the shares reserved for the ESPP have been exhausted or the ESPP is terminated. It is intended that shares purchased under the ESPP qualify for special tax treatment under Section 423 of the Internal Revenue Code.

Amended Stock Option Plan

We also maintain an amended and restated stock option plan (which we refer to as the Amended Plan), the purpose of which is to attract, retain and motivate eligible persons whose contributions are important to our success and to advance the interests of our company by providing such persons with the opportunity, through stock options, to acquire a proprietary interest in our company.

Pursuant to the Amended Plan, our board of directors is authorized, from time to time in its discretion, to issue to directors, officers, employees and consultants of our company and its affiliates options to acquire common stock of our company at such prices as may be fixed by our board of directors at that time; provided, however, that the option exercise price will in no circumstances be lower than the market price of our common stock at the date the option is granted. Options granted under the Amended Plan are generally non-assignable, are exercisable for a term not exceeding 10 years and generally vest over a three year period in three annual installments, as determined by our board of directors.

The number of shares of common stock issuable upon exercise of options granted to insiders at any time pursuant to the Amended Plan cannot exceed 10% of our total issued and outstanding shares of common and preferred stock, and the number of shares issued to insiders, within any one year period, under the Amended Plan cannot exceed 10% of our total issued and outstanding shares.

Subject to certain specific listed exceptions and to any express resolution passed by our board of directors with respect to an option granted under the Amended Plan, an option and all rights to purchase common stock shall expire and terminate immediately upon the person who holds such option ceasing to be a director, officer, employee or consultant of our company and its affiliates.

In July 2009, our board of directors adopted the 2009 Stock Plan. Accordingly, no additional options will be issued under the Amended Plan. The number of shares issuable under the Amended Plan is limited to 16,301,615 shares, which represent the total number of shares covered by options outstanding on the date the 2009 Stock Plan was adopted.

We currently have 16,301,615 shares of common stock reserved for issuance under the Amended Plan, which represents approximately 8.4% of our total issued and outstanding shares of common and preferred stock.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Equity Compensation Plan Information

The following table sets out information with respect to compensation plans under which equity securities of our company were authorized for issuance as of March 31, 2009.

Plan Category		Weighted-average exercise price of outstanding options, warrants and rights (b)

Equity compensation plans approved by security holders	11,562,667	$	0.43	18,665,948
Equity compensation plans not approved by security holders	N/A		N/A	—
Total	11,562,667	$	0.43	18,665,948

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our capital stock as of August 1, 2009 by (i) each person known by us to be the beneficial owner of more than 5% of any class of our voting securities, (ii) each of our directors, (iii) each of our "named executive officers" and (iv) our directors and executive officers as a group.

		Common Stock Beneficially Owned						Series A Preferred Stock Beneficially Owned						Series B Preferred Stock Beneficially Owned					Series C Preferred Stock Beneficially Owned

Name of Beneficial Owner(1)		Number of Shares of Common Stock(2)			Percentage of Class(3)			Number of Shares of Series A Preferred Stock			Percentage of Class(4)			Number of Share of Series B Preferred Stock		Percentage of Class(5)			Number of Shares of Series C Preferred Stock		Percentage of Class(6)			Percentage of Combined Classes(7)
Philip S. Sassower			22,645,021	(8)		18.9	%		13,676,370	(26)		21.6	%		—		—			—		—			17.4	%
Mark Holleran			3,580,557	(9)		3.3	%		—			—			—		—			—		—			*
Michael J. Rapisand			1,141,525	(10)		1.1	%		147,059			*			—		—			—		—			*
Bryan J. Bell			416,667	(11)		*			—			—			—		—			—		—			*
Brian E. Usher-Jones			713,750	(12)		*			—			—			—		—			—		—			*
Andrea Goren			2,670,000	(13)		2.5	%		—			—			—		—			—		—			1.4	%
Thomas F. Leonardis			500,000	(14)		*			—			—			—		—			—		—			*
Frank Elenio			216,667	(15)		*			—			—			—		—			—		—			*
Ben Irwin			—	(16)		—			—			—			—		—			—		—			—
Phoenix Venture Fund LLC			23,564,140	(17)		20.3	%		31,032,014	(27)		49.1	%		—		—			3,320,000		19.3	%		28.2	%
	110 East 59^th Street
	New York, NY 10022
Alex and James Goren			12,572,365	(18)		11.2	%		4,357,708	(28)		6.9	%		—		—			—		—			8.4	%
	150 East 52^nd Street
	New York, NY 10022
Typhoon Touch Technologies, Inc.			115,376			*			—			—			—		—			2,000,000		11.6	%		1.1	%
	530 Fifth Avenue New York, NY 10036
JAM Capital Assoc. LLC			2,872,282	(19)		2.7	%		1,130,137			1.8	%		—		—			1,000,000		5.8	%		2.6	%
	112 W 56th
	New York, NY 10019
William Freas			870,437			*			—			—			2,941,177		33.9	%		—		—			2.0	%
	c/o Joseph Gunnar & Co.
	30 Broad Street
	New York, NY 10004
James J O'Donnell			3,866,305	(20)		3.6	%		780,655			1.2	%		—		—			900,000		5.2	%		2.8	%
	845 UN Plaza
	New York, NY 10017
Keith Guenther			1,427,174	(21)		1.4	%		—			—			—		—			840,000		4.9	%		1.2	%
	25391 Commercenter
	Dr Ste 200
	Lake Forest, CA 92630
Harmir Realty Co			1,135,357	(22)		1.1	%		—			—			—		—			1,070,000		6.2	%		1.1	%
	12 E 49th
	New York, NY 10017
Fifty-Ninth Street
	Investors LLC		848,676	(23)		*			—			—			—		—			1,000,000		5.8	%		1.0	%
	110 E 59th Street
	New York, NY 10022
Ross Irvine			414,793	(24)		*			—			—			1,000,000		11.5	%		—		—			*
	c/o Sky Capital LLC
	110 Wall Street
	New York, NY 10005
Adrian Maginnis			127,758			*			—			—			500,000		5.8	%		—		—			*
	21 Ravranet Rd
	Lisburn, Country
	Atrium BT27 5NB
All directors and executive officers as a group (10 persons)(25)			29,724,187			23.5	%		13,823,429			21.9	%		—		—			—		—			19.6	%

*: Represents less than 1% of class or combined classes.

(1): Except as otherwise indicated above, the address of each shareholder identified is c/o Xplore Technologies Corp., 14000 Summit Drive, Suite 900, Austin, Texas 78728. Except as indicated in the other footnotes to this table, each person named in this table has sole voting and investment power with respect to all shares of stock beneficially owned by that person.
(2): Options and warrants exercisable within 60 days of August 1, 2009 are deemed outstanding for the purposes of computing the percentage of shares owned by that person, but are not deemed outstanding for purposes of computing the percentage of shares owned by any other person.
(3): Based on 104,127,574 shares of common stock issued and outstanding as of August 1, 2009.
(4): Based on 63,178,777 shares of Series A Preferred Stock issued and outstanding as of August 1, 2009.
(5): Based 8,676,159 shares of Series B Preferred Stock issued and outstanding as of August 1, 2009.
(6): Based 17,224,000 shares of Series C Preferred Stock issued and outstanding as of August 1, 2009.
(7): Based on 104,127,574 shares of common stock, 63,178,777 shares of Series A Preferred Stock, 8,676,159 shares of Series B Preferred Stock and 17,224,000 shares of Series C Preferred Stock issued and outstanding as of August 1, 2009.
(8): Includes 3,825,305 shares of common stock owned of record by Phoenix Enterprises Family Fund, LLC, an entity controlled by Mr. Sassower, 7,892,500 shares of common stock that Phoenix Enterprises Family Fund LLC has the right to acquire under outstanding warrants exercisable within 60 days after August 1, 2009, 5,000,000 shares of common stock that Mr. Sassower has the right to acquire under an outstanding warrant exercisable within 60 days after August 1, 2009, 500,000 shares of common stock that Mr. Sassower has the right to acquire under outstanding options exercisable within 60 days after August 1, 2009, 2,160,000 shares of common stock that Mr. Sassower has the right to control under outstanding warrants exercisable within 60 days after August 1, 2009, owned of record by SG Phoenix LLC, an entity in which Mr. Sassower and Mr. Goren share the voting and dispositive power with respect to these shares, and 1,793,988 shares of common stock owned of record by The Philip S. Sassower 1996 Charitable Remainder Annuity Trust. Does not include 57,916,154 shares of common and preferred stock beneficially owned by Phoenix Venture Fund LLC, in which Mr. Sassower and Mr. Goren are the co-managers of the managing member. Mr. Sassower disclaims any beneficial ownership of the shares held by Phoenix Venture Fund LLC.
(9): Includes 3,580,557 shares of common stock that Mr. Holleran has the right to acquire under outstanding options exercisable within 60 days after August 1, 2009.
(10): Includes 1,141,525 shares of common stock that Mr. Rapisand has the right to acquire under outstanding options exercisable within 60 days after August 1, 2009.
(11): Includes 416,667 shares of common stock that Mr. Bell has the right to acquire under outstanding options exercisable within 60 days after August 1, 2009.
(12): Includes 300,000 shares of common stock that Mr. Usher-Jones has the right to acquire under outstanding options exercisable within 60 days after August 1, 2009.
(13): Includes 500,000 shares of common stock that Mr. Goren has the right to acquire under outstanding options exercisable within 60 days after August 1, 2009 and 2,160,000 common shares that Mr. Goren has the right to acquire under outstanding warrants exercisable within 60 days after August 1, 2008, owned of record by SG Phoenix LLC, an entity in which Mr. Sassower and Mr. Goren share the voting and dispositive power with respect to these shares. Does not include 57,916,154 shares of common and preferred stock beneficially owned by Phoenix Venture Fund LLC, in which Mr. Sassower and Mr. Goren are the co-managers of the managing member. Mr. Goren disclaims any beneficial ownership of the shares held by Phoenix Venture Fund LLC.
(14): Includes 500,000 shares of common stock that Mr. Leonardis has the right to acquire under outstanding options exercisable within 60 days after August 1, 2009.
(15): Includes 216,667 shares of common stock that Mr. Elenio has the right to acquire under outstanding options exercisable within 60 days after August 1, 2009.
(16): Mr. Irwin was appointed as a director of our Company on April 30, 2009.
(17): Includes 12,000,000 shares of common stock that Phoenix Venture Fund LLC has the right to acquire under outstanding warrants exercisable within 60 days after August 1, 2009. Voting and investment power over these shares is held equally by Philip Sassower and Andrea Goren. Messrs. Sassower and Goren disclaim any beneficial ownership of the shares held by Phoenix Venture Fund LLC.
(18): Consists of 3,225,816 shares of common stock owned of record by JAG Multi Investment LLC, 7,892,500 shares of common stock that JAG Multi Investment LLC has the right to acquire under outstanding warrants exercisable within 60 days after August 1, 2009 and 1,454,049 shares of common stock owned of record by Goren Brothers LP. Voting and investment power over these shares is held equally by Alex Goren and James Goren.
(19): Includes 1,325,000 shares of common stock that JAM Capital Associates LLC has the right to acquire under outstanding warrants exercisable within 60 days after August 1, 2009.
(20): Includes 2,650,000 shares of common stock that James O'Donnell has the right to acquire under outstanding warrants exercisable within 60 days after August 1, 2009.

(21): Includes 420,000 shares of common stock that Keith Guenther has the right to acquire under outstanding warrants exercisable within 60 days after August 1, 2009.
(22): Includes 535,000 shares of common stock that Hamir Realty Co. has the right to acquire under outstanding warrants exercisable within 60 days after August 1, 2009.
(23): Includes 500,000 shares of common stock that Fifty-Ninth Street Investors has the right to acquire under outstanding warrants exercisable within 60 days after August 1, 2009.
(24): Includes 100,000 shares of common stock that Ross Irvine has the right to acquire under outstanding warrants exercisable within 60 days of August 1, 2009.
(25): Includes 7,111,605 shares of common stock our directors and executive officers have the right to acquire under outstanding options exercisable within 60 days after August 1, 2009 and 15,052,500 shares of common stock our directors and executive officers have the right to acquire under outstanding warrants exercisable within 60 days after August 1, 2009. Does not include 57,916,154 shares of common and preferred stock beneficially owned by Phoenix Venture Fund LLC, in which Philip S. Sassower and Andrea Goren are the co-managers of the managing member. Mr. Sassower and Mr. Goren each disclaim any beneficial ownership of the shares held by Phoenix Venture Fund LLC.
(26): Includes 5,171,847 shares of Series A Preferred Stock owned of record by Phoenix Enterprises Family Fund, LLC and 7,135,973 shares of Series A Preferred Stock owned of record by The Philip S. Sassower 1996 Charitable Remainder Annuity Trust, entities controlled by Mr. Sassower. Does not include 31,032,014 shares of Series A Preferred Stock beneficially owned by Phoenix Venture Fund LLC, in which Mr. Sassower is the co-manager of the managing member. Mr. Sassower disclaims any beneficial ownership of the shares held by Phoenix Venture Fund LLC.
(27): Voting and investment power over these shares is held equally by Philip Sassower and Andrea Goren. Messrs. Sassower and Goren disclaim any beneficial ownership of the shares held by Phoenix Venture Fund LLC.
(28): Consists of 3,259,723 shares of Series A Preferred Stock owned of record by JAG Multi Investment LLC and 1,097,985 shares of Series A Preferred Stock owned of record by Goren Brothers LP. Voting and investment power over these shares is held equally by Alex Goren and James Goren.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Transactions

In September 2007, we issued 3,320,000 shares of Series C Preferred Stock and warrants to purchase 1,660,000 shares of our common stock to Phoenix for $1,660,000. The shares of Series C Preferred Stock are convertible at any time at the option of the holder, subject to adjustment for stock dividends, splits, combinations and similar events. Additionally, we issued warrants to purchase 660,000 shares of our common stock to SG Phoenix LLC, an affiliate of Phoenix. The warrants were exercisable upon issuance, at an exercise price of $0.50 per share, and will expire on September 21, 2009.

On September 5, 2008, we entered into a note purchase agreement (the "Fall 2008 Note Purchase Agreement") with Phoenix and the purchasers listed from time to time on Schedule II thereto, pursuant to which we issued to Phoenix a secured subordinated promissory note in the aggregate principal amount of $1,000,000 and a warrant to purchase 3,703,704 shares of our common stock at an exercise price of $0.27 per share. Pursuant to the terms of the Fall 2008 Note Purchase Agreement, we agreed to issue up to an additional $2,000,000 of secured subordinated promissory notes (together with the note issued to Phoenix referred to herein as the "Fall 2008 Notes"), and warrants to purchase up to and additional 7,407,407 shares of our common stock (together with the warrant issued to Phoenix referred to herein as the "Fall 2008 Warrants")

The Fall 2008 Notes were initially due and payable in full on August 5, 2009 and bear interest at the rate of 10% per annum. Interest on the Fall 2008 Notes may be paid in cash or, at our option, in shares of our common stock. The Fall 2008 Notes are secured by all of our assets and the right of repayment of principal and interest on the Fall 2008 Notes and the security interest granted by us to the holders of the Fall 2008 Notes is subordinated to the rights and security interest of our commercial lender, in connection with the loan and security agreement between us and the commercial lender dated as of September 15, 2005, as amended (the "Loan Agreement"). In connection with providing its consent to the Fall 2008 Note Purchase Agreement and the transaction contemplated therein, our commercial lender required us to enter into a Security Agreement and an Intellectual Property Security

Agreement whereby the lender obtained a first priority security interest in all of our assets. Upon an event of default, as set forth in the Fall 2008 Note Purchase Agreement and the Fall 2008 Notes, the holders of the Fall 2008 Notes may declare all amounts outstanding under the Fall 2008 Notes immediately due and payable and exercise other remedies permitted by the Fall 2008 Note Purchase Agreement and the Fall 2008 Notes or at law or in equity, subject to the subordination agreement with the our commercial lender.

The Fall 2008 Warrants were initially set to expire on September 5, 2011. The Fall 2008 Warrants were initially exercisable in whole or in part prior to September 5, 2011 and contain a cashless exercise provision.

On October 21, 2008, pursuant to the Fall 2008 Note Purchase Agreement, we issued Fall 2008 Notes in the aggregate principal amount of $2,000,000 and issued Fall 2008 Warrants to purchase up to 16,666,667 shares of our common stock at an exercise price of $0.12 per share to the purchasers listed on Schedule II to the Fall 2008 Note Purchase Agreement. As part of the Fall 2008 Note issuance, we issued to Phoenix Enterprises Family Fund LLC, an entity controlled by Philip Sassower, our Chairman and Chief Executive Officer, a Fall 2008 Note in the principal amount of $717,500 and Fall 2008 Warrants to purchase 5,979,167 shares of our common stock and to JAG Multi Investments LLC, a principal stockholder controlled by Alex and James Goren, a Fall 2008 Note in the principal amount of $717,500 and Fall 2008 Warrants to purchase 5,979,167 shares of our common stock. In addition, on October 21, 2008 we and all purchasers listed on Schedule II to the Fall 2008 Note Purchase Agreement entered into an amendment to the Fall 2008 Note Purchase Agreement reducing the exercise price of the Fall 2008 Warrants previously granted to Phoenix on September 5, 2008 from $0.27 per share to $0.12 per share and increasing the number of shares of common stock Phoenix could purchase from 3,703,704 to 8,333,333 shares of our common stock in order to provide the same terms to all of the note purchasers.

On February 27, 2009, we entered into another amendment to the Fall Note Purchase Agreement reducing the exercise price of Fall 2008 Warrants previously issued on September 5, 2008 and October 21, 2008 from $0.12 per share to $0.10 per share and increasing the number of shares of common stock issued to Phoenix and the October 21, 2008 purchasers from 25,000,000 to 30,000,000 shares of our common stock in order to provide the note purchasers with the same terms, including the extension of the maturity date of the September 5, 2008 and October 21, 2008 promissory notes from August 5, 2009 to December 31, 2010. As a result of these amendments, the number of shares of common stock issuable under the Fall 2008 Warrants to Phoenix, Phoenix Enterprises Family Fund LLC and JAG Multi Investments LLC is 9,400,000, 7,175,000 and 7,175,000, respectively.

In connection with our private placements, we paid an affiliate of Phoenix an administration fee of $135,000 related to the total placement of $4,090,000 of subordinated secured promissory notes and $900,000 of common stock.

On May 29, 2009, we entered into the twelfth amendment (the "Twelfth Amendment") to the Loan Agreement with our commercial lender. Pursuant to the Twelfth Amendment, among other things, we arranged for our commercial lender to provide up to $1 million of additional availability in excess of our borrowing base, based on a supporting irrevocable standby letter of credit issued by a bank (the "Issuing Bank"), for the account of Philip Sassower, the Company's Chairman and Chief Executive

Officer, and Susan Sassower, the wife of Philip Sassower (the "Supporting Letter of Credit Applicants") in favor of the commercial lender, in the amount of $1,000,000 (the "Supporting Letter of Credit").

In order to induce the Supporting Letter of Credit Applicants to cause the Issuing Bank to issue the Supporting Letter of Credit, we entered into the Credit Reimbursement, Compensation and Security Agreement, dated as of May 29, 2009 (the "Letter of Credit Agreement"), with the Supporting Letter of Credit Applicants whereby we agreed to (i) reimburse the Supporting Letter of Credit Applicants for all costs and expenses incurred by the Supporting Letter of Credit Applicants in connection with the issuance of the Supporting Letter of Credit and the entry into the Letter of Credit Agreement and the Twelfth Amendment, (ii) reimburse the Supporting Letter of Credit Applicants for all payments made by the Supporting Letter of Credit Applicants to the Issuing Bank in connection with any drawings made our lender under the Supporting Letter of Credit; (iii) provide certain compensation to the Supporting Letter of Credit Applicants in connection with the issuance of the Supporting Letter of Credit, including the issuance by us to the Supporting Letter of Credit Applicants of a three-year warrant to purchase 5,000,000 shares of our common stock at an exercise price of $0.10 per share; and (iv) grants to the Supporting Letter of Credit Applicants a security interest in all of our assets to secure our obligations to the Supporting Letter of Credit Applicants. The security interest granted by us to the Supporting Letter of Credit Applicants is subordinated to the rights and security interest of our commercial lender under the Loan Agreement and senior to the rights and security interest of the holders of the Fall 2008 Note Purchase Agreement dated, as amended and the Note Purchase Agreement dated February 27, 2009, as amended (collectively, the "Note Purchasers").. Upon an event of default, as set forth in the Letter of Credit Agreement, the Supporting Letter of Credit Applicants may exercise all remedies permitted by the Letter of Credit Agreement or at law or in equity, subject to the subordination agreement with our commercial lender.

On June 10, 2009, we granted to each of our directors options to purchase 150,000 shares of common stock at an exercise price of $0.15 per share, in lieu of cash compensation payable to the directors for their service to us for the fiscal year ended March 31, 2009. Such options were fully vested as of the date of grant and are exercisable for five years. On June 10, 2009, we also granted to each director options to purchase 150,000 shares of common stock at an exercise price of $0.15 per share, for services to be rendered to us for the 2010 fiscal year. Those options fully vest on March 31, 2010 and are exercisable for five years.

On June 10, 2009, we issued to SG Phoenix LLC, an affiliate of Phoenix, a warrant to purchase up to 1,500,000 shares of our common stock, with an exercise price of $0.15 per share, in lieu of cash compensation payable to SG Phoenix LLC for its services to us for the fiscal year ended March 31, 2009. Such warrant was fully vested on the date of grant. On June 10, 2009, we also issued to SG Phoenix LLC a warrant to purchase up to 1,500,000 shares of our common stock, with an exercise price of $0.15 per share, for services to be rendered to us for the 2010 fiscal year. Such warrant will fully vest on March 31, 2010. Mr. Sassower and Mr. Goren share voting and dispositive power over the shares held by SG Phoenix LLC.

On July 27, 2009, we issued to the Note Purchasers three-year warrants to purchase an aggregate of up to 4,909,000 shares of our common stock at an exercise price of $0.10 per share as consideration for the Note Purchasers subordinating their security interests in favor of the Supporting Letter of Credit Applicants. As a result, Phoenix received a warrant to purchase an additional 940,000 shares of our common stock, Phoenix Enterprises Family Fund LLC received a warrant to purchase an additional 717,500 shares of our common stock and JAG Multi Investments LLC received a warrant to purchase an additional 717,500 shares of our common stock. The warrants are fully vested.

Director Independence

We undertook a review of the independence of our directors and, using the definitions and independence standards for directors provided in the rules of The Nasdaq Stock Market, considered whether any director has a material relationship with us that could interfere with his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, we determined that Thomas Leonardis, Frank Elenio, Ben Irwin and Brian Usher-Jones are "independent directors" as defined under the rules of The Nasdaq Stock Market.

Item 14. Principal Accounting Fees and Services.

Principal Accountant Fees

Fee Category	Fiscal Year 2009				Fiscal Year 2008

Audit Fees(1)	$	129,950	100	%	$	137,292	100	%
Audit-Related Fees(2)		—				—
Tax Fees		—				—
All Other Fees(3)		—				—

Total Fees	$	129,950	100	%	$	137,292	100	%

(1): Audit Fees consist of amounts for professional services performed for the audit of our company's annual financial statements and review of quarterly financial statements, and services that are normally provided in connection with statutory and regulatory filings or engagements. PMB Helin Donovan are our current auditors and performed the audit of the Company's annual consolidated financial statements for the year ended March 31, 2009 and have fees of $129,950. All of the fees were for professional services performed for the audit of our company's annual financial statements and review of quarterly financial statements, and services that are normally provided in connection with statutory and regulatory filings or engagements. PMB Helin Donovan performed the audit of the Company's annual consolidated financial statements for the year ended March 31, 2008 and had fees of $117,800. All of the fees were for professional services performed for the audit of our company's annual financial statements and review of our quarterly financial statements for our third quarter ended December 31, 2007. Mintz & Partners performed the review of our quarterly financial statements for our first and second quarters ended June 30, 2007 and September 30, 2007 and were paid fees of $19,492.
(2): No fees were paid to PMB Helin Donovan or Mintz & Partners for assurance and related services reasonably related to the performance of the audit or review of our company's quarterly financial statements, other than Audit Fees, during the two years ended March 31, 2009.

Pre-Approval Policy

Consistent with SEC and PCAOB requirements regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. During the year, if it becomes necessary to engage the independent registered public accounting firm for services, the Audit Committee requires specific pre-approval before engaging the independent registered public accounting firm. In accordance with that policy, our audit committee may delegate to one of its members the approval of such services. In such cases, the items approved will be reported to the audit committee at its next scheduled meeting following such pre-approval. All of the audit and other fees paid to PMB Helin Donovan and Mintz & Partners for fiscal years 2009 and 2008 were approved by our audit committee.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(1): Financial Statements

Index to Consolidated Financial Statements

Annual Financial Statements

Reports of Independent Registered Public Accountants			F-2
Consolidated Balance Sheets as of March 31, 2009 and 2008			F-3
Consolidated Statements of Loss for the years ended March 31, 2009 and 2008			F-4
Consolidated Statement of Stockholder's Deficit for the years ended March 31, 2009 and 2008			F-5
Consolidated Statements of Cash Flows for the years ended March 31, 2009 and 2008			F-6
Notes to the Consolidated Financial Statements			F-7

(2): Exhibits

		Description

3.1		Certificate of Incorporation of Xplore Technologies Corp. (incorporated by reference to Exhibit 3.1 of the Company's Registration Statement on Form 8-A, filed on June 22, 2007, Commission File No. 000-52697)
3.2		By-Laws of Xplore Technologies Corp. (incorporated by reference to Exhibit 4.4 of the Company's Annual Report on Form 10-K, filed on July 6, 2007)
3.3		Certificate of Designation of Series C Convertible Preferred Stock of Xplore Technologies Corp (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K, filed on August 13, 2007)
4.1		Specimen Stock Certificate for Registrant's Common Stock (incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form S-4, filed on February 8, 2007, Registration Statement No. 333-138675)
4.2		Specimen Stock Certificate for Registrant's Series A Preferred Stock (incorporated by reference to Exhibit 4.2 of the Company's Registration Statement on Form S-4, filed on February 8, 2007, Registration Statement No. 333-138675)
4.3		Specimen Stock Certificate for Registrant's Series B Preferred Stock (incorporated by reference to Exhibit 4.3 of the Company's Registration Statement on Form S-4, filed on February 8, 2007, Registration Statement No. 333-138675)
4.4		Specimen Stock Certificate for Registrant's Series C Preferred Stock (incorporated by reference to Exhibit 4.4 of the Company's Registration Statement on Form S-1, filed on October 10, 2007, Registration Statement No. 333-146611)
10.1	††	Turnkey Design and Manufacturing Agreement, by and between Xplore Technologies Corp. and Wistron Corporation (incorporated by reference to Exhibit 10.1 of the Company's Registration Statement on Form S-4, filed on February 8, 2007, Registration Statement No. 333-138675)
10.2		Intercreditor, Trade Credit Restructuring and Security Agreement, dated December 17, 2004, by and among Xplore Technologies Corp., Phoenix Venture Fund LLC, The Philip S. Sassower 1996 Charitable Remainder Annuity Trust and Wistron Corporation (incorporated by reference to Exhibit 10.2 of the Company's Registration Statement on Form S-4, filed on November 14, 2006, Registration Statement No. 333-138675)

		Description

10.3		December 2004 Debenture Purchase Agreement, dated December 17, 2004, by and among Xplore Technologies Corp., Phoenix Venture Fund LLC and each of the Lenders listed on Schedule 1 attached thereto (incorporated by reference to Exhibit 10.3 of the Company's Registration Statement on Form S-4, filed on November 14, 2006, Registration Statement No. 333-138675)
10.4		Loan and Security Agreement, dated September 15, 2005, as amended, between Silicon Valley Bank and Xplore Technologies Corporation of America (incorporated by reference to Exhibit 10.4 of the Company's Registration Statement on Form S-4, filed on March 19, 2007, Registration Statement No. 333-138675)
10.5		Fourth Amendment to the Loan and Security Agreement (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed on April 3, 2008)
10.6		Fifth Amendment to the Loan and Security Agreement (incorporated by reference to Exhibit 10.6 of the Company's Annual Report on Form 10-K, filed on June 5, 2008)
10.7		Sixth Amendment to the Loan and Security Agreement (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed on August 6, 2008)
10.8		Seventh Amendment to the Loan and Security Agreement (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed on August 29, 2008)
10.9		Eighth Amendment to the Loan and Security Agreement (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed on September 30, 2009)
10.10		Ninth Amendment to the Loan and Security Agreement (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed on March 30, 2009)
10.11		Tenth Amendment to the Loan and Security Agreement (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed on April 10, 2009)
10.12		Eleventh Amendment to the Loan and Security Agreement (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed on April 24, 2009)
10.13		Twelfth Amendment to the Loan and Security Agreement (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed on May 29, 2009)
10.14		Thirteenth Amendment to the Loan and Security Agreement (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed on June 29, 2009)
10.15		Fourteenth Amendment to the Loan and Security Agreement (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed on July 16, 2009)
10.16	*	Fifteenth Amendment to the Loan and Security Agreement
10.17		September 2005 Debenture Purchase Agreement, dated September 15, 2005, by and among Xplore Technologies Corp., Xplore Technologies Corporation of America, Phoenix Venture Fund LLC and each of the Lenders listed on Schedule 1 attached thereto (incorporated by reference to Exhibit 10.5 of the Company's Registration Statement on Form S-4, filed on November 14, 2006, Registration Statement No. 333-138675)
10.18		April 2006 Debenture Purchase Agreement, dated April 20, 2006, by and among Xplore Technologies Corp., Xplore Technologies Corporation of America, Phoenix Venture Fund LLC and each of the Lenders listed on Schedule 1 attached thereto (incorporated by reference to Exhibit 10.6 of the Company's Registration Statement on Form S-4, filed on November 14, 2006, Registration Statement No. 333-138675)

		Description

10.19		Exchange and Purchase Agreement, dated April 21, 2006, by and among Xplore Technologies Corp., Xplore Technologies Corporation of America, Phoenix Venture Fund LLC and each of the Lenders listed on Schedule 1 attached thereto (incorporated by reference to Exhibit 10.7 of the Company's Registration Statement on Form S-4, filed on November 14, 2006, Registration Statement No. 333-138675)
10.20		Relocation Agreement, dated September 6, 2005, by and between Xplore Technologies Corporation of America and Brian Groh (incorporated by reference to Exhibit 10.8 of the Company's Registration Statement on Form S-4, filed on November 14, 2006, Registration Statement No. 333-138675)
10.21		Employment Agreement, dated as of June 30, 2006, by and between Xplore Technologies Corp. and Mark Holleran (incorporated by reference to Exhibit 10.10 of the Company's Registration Statement on Form S-4, filed on November 14, 2006, Registration Statement No. 333-138675)
10.22		Lease Agreement, dated April 10, 2003, between Summit Tech L.P. and Xplore Technologies Corp. (incorporated by reference to Exhibit 10.11 of the Company's Registration Statement on Form S-4, filed on November 14, 2006, Registration Statement No. 333-138675)
10.23	*	Fourth Amendment to Lease Agreement, dated April 10, 2003, between Bailard Austin II, Limited Partnership. and Xplore Technologies Corp.
10.24		Amended and Restated Share Option Plan (incorporated by reference to Exhibit A of the Company's Proxy Statement on Schedule 14A, filed on December 21, 2007).
10.25	†	Purchase and Distribution Agreement between Xplore Technologies Corp. and Pegatron Corporation dated as of December 7, 2007 (incorporated by reference to Exhibit 10.14 of the Company's Annual Report on Form 10-K, filed on June 5, 2008).
10.26		Form of Warrant to purchase shares of Company's common stock (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K, filed on September 25, 2007).
10.27		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K, filed on September 25, 2007).
10.28		Note Purchase Agreement dated September 5, 2008 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed on September 11, 2008)
10.29		Amendment to Note Purchase Agreement dated September 5, 2008 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K, filed on October 27, 2008)
10.30		Note Purchase Agreement dated February 27, 2009 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed on March 5, 2009)
10.31	*	Xplore Technologies Corp. 2009 Stock Incentive Plan
10.32		Xplore Technologies Corp. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q, filed on February 13, 2009.)
21.1		Subsidiaries of Xplore Technologies Corp. (incorporated by reference to Exhibit 21.1 of the Company's Registration Statement on Form S-4, filed on November 14, 2006, Registration Statement No. 333-138675)
31.1	*	Certification of Philip S. Sassower, Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

		Description

31.2	*	Certification of Michael J. Rapisand, Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1	*	Certifications of Philip S. Sassower, Chief Executive Officer, and Michael J. Rapisand, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350

*: Filed herewith.
†: Portions of this agreement have been omitted pursuant to a request for confidential treatment, which was granted by the SEC on May 14, 2007.
††: Portions of this agreement have been omitted pursuant to a request for confidential treatment, which was granted by the SEC on July 24, 2008.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 14th day of August 2009.


	XPLORE TECHNOLOGIES CORP.
	By:		/s/ MICHAEL J. RAPISAND Name: Michael J. Rapisand Title: Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


/s/ PHILIP S. SASSOWER Philip S. Sassower	Chief Executive Officer (Principal Executive Officer) and Director	August 14, 2009
/s/ MICHAEL J. RAPISAND Michael J. Rapisand	Chief Financial Officer (Principal Financial and Accounting Officer)	August 14, 2009
/s/ BRIAN E. USHER-JONES Brian E. Usher-Jones	Director	August 14, 2009
/s/ ANDREA GOREN Andrea Goren	Director	August 14, 2009
/s/ THOMAS F. LEONARDIS Thomas F. Leonardis	Director	August 14, 2009
/s/ FRANK ELENIO Frank Elenio	Director	August 14, 2009
/s/ F. BEN IRWIN F. Ben Irwin	Director	August 14, 2009

INDEX TO FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS OF
XPLORE TECHNOLOGIES CORP.


Annual Financial Statements
Reports of Independent Registered Public Accountants		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Loss		F-4
Consolidated Statements of Stockholders' Equity (Deficit)		F-5
Consolidated Statements of Cash Flows		F-6
Notes to the Consolidated Financial Statements		F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

To the Board of Directors and
Stockholders of Xplore Technologies Corp.

We have audited the accompanying consolidated balance sheets of Xplore Technologies Corp. and subsidiary as of March 31, 2009 and 2008 and the related consolidated statements of loss, stockholders' equity (deficit) and cash flows for the years ended March 31, 2009 and 2008. These consolidated financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Xplore Technologies Corp. and subsidiary as of March 31, 2009 and 2008, and the results of its operations and its cash flows for the years ended March 31, 2009 and 2008 in conformity with accounting principles generally accepted in the United States of America.

/s/ PMB Helin Donovan

Austin, TX
August 13, 2009

F-2

XPLORE TECHNOLOGIES CORP.

Consolidated Balance Sheets

(in thousands)

		March 31, 2009			March 31, 2008

ASSETS
CURRENT ASSETS:
	Cash and cash equivalents	$	794		$	733
	Accounts receivable, net		2,898			4,936
	Inventory		3,351			3,408
	Prepaid expenses and other current assets		910			658

Total current assets			7,953			9,735
Fixed assets, net			392			1,094
Deferred charges			243			—

		$	8,588		$	10,829

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
	Bank indebtedness	$	2,052			—
	Accounts payable and accrued liabilities		4,535			4,634

Total current liabilities			6,587			4,634
Promissory notes			2,934			—

			9,521			4,634

Commitments and contingencies
SHAREHOLDERS' EQUITY (DEFICIT):
	Series A Preferred Stock, par value $0.001 per share; authorized 64,000; shares issued 63,179 and 63,179, respectively		63			63
	Series B Preferred Stock, par value $0.001 per share; authorized 10,000; shares issued 8,706 and 9,589, respectively		9			10
	Series C Preferred Stock, par value $0.001 per share; authorized 20,000; shares issued 15,274 and 15,274, respectively		15			15
	Common Stock, par value $0.001 per share; authorized 300,000; shares issued 95,502 and 70,010, respectively		96			70
	Additional paid-in capital		113,271			107,594
	Accumulated deficit		(114,387	)		(101,557	)

			(933	)		6,195

		$	8,588		$	10,829

See accompanying notes to consolidated financial statements.

F-3

XPLORE TECHNOLOGIES CORP.

Consolidated Statements of Loss

(in thousands, except shares and per share amounts)

	For the year ended

	March 31, 2009			March 31, 2008
Revenue	$	22,627		$	25,355
Cost of revenue		16,245			17,924

Gross profit		6,382			7,431

Expenses:
Sales, marketing and support		4,041			4,840
Product research, development and engineering		6,978			4,244
General administration		5,351			5,330

		16,370			14,414

Loss from operations		(9,988	)		(6,983	)

Other expenses:
Interest expense		(1,105	)		(54	)
Other		(124	)		(41	)

		(1,229	)		(95	)

Net loss	$	(11,217	)	$	(7,078	)
Deemed dividends related to beneficial conversion feature of convertible Preferred Stock		—			(2,328	)
Dividends attributable to Preferred Stock		(1,613	)		(1,449	)

Net loss attributable to common shareholders	$	(12,830	)	$	(10,855	)

Loss per common share	$	(0.15	)	$	(0.11	)
Deemed dividends related to beneficial conversion feature of convertible Preferred Stock		—			(0.04	)
Dividends attributable to Preferred Stock		(0.02	)		(0.02	)

Loss per share attributable to common shareholders, basic and fully diluted	$	(0.17	)	$	(0.17	)

Weighted average number of common shares outstanding, basic and fully diluted		76,218,948			66,257,655

See accompanying notes to consolidated financial statements.

F-4

XPLORE TECHNOLOGIES CORP.

Consolidated Statements of Stockholders' Equity (Deficit)

(in thousands, except share amounts)

	Preferred Series A					Preferred Series B						Preferred Series C				Common Shares

	Preferred Series A					Preferred Series B						Preferred Series C				Common Shares				Additional Paid-in Capital		Accumulated Deficit
	Number			Amount		Number			Amount			Number		Amount		Number		Amount		Additional Paid-in Capital		Accumulated Deficit			Total
Balances, March 31, 2007		63,472,895		$	63		9,988,513		$	10			—		—		64,099,000	$	64	$	98,469	$	(93,061	)	$	5,545

Warrants issued for services		—			—		—			—			—		—		—		—		152		—			152
Shares issued for services		—			—		—			—			—		—		280,812		—		110		—			110
Stock-based compensation		—			—		—			—			—		—		—		—		963		—			963
Issuance of Preferred Series C for debt conversion		—			—		—			—			500,000		1		—		—		249					250
Issuance of Preferred Series C, net of cash issuance costs of $1,087		—			—		—			—			14,774,000		14		—		—		6,286		—			6,300
Preferred Series A dividends		—			—		—			—			—		—		3,674,096		4		1,041		(1,079	)		(34	)
Preferred Series B dividends		—			—		—			—			—		—		546,367		1		156		(168	)		(11	)
Preferred Series C dividends		—			—		—			—			—		—		715,308		1		168		(171	)		(2	)
Conversion of Series A Preferred Stock into Common Stock		(294,118	)		—		—			—			—		—		294,118		—		—					—
Conversion of Series B Preferred Stock into Common Stock		—			—		(400,000	)		—			—		—		400,000		—		—		—			—
Net loss		—			—		—			—			—		—		—		—		—		(7,078	)		(7,078	)

Balances, March 31, 2008		63,178,777		$	63		9,588,513		$	10			15,274,000	$	15		70,009,701	$	70	$	107,594	$	(101,557	)	$	6,195

Warrants exercised on cashless basis		—			—		—			—			—		—		4,663		—		—		—			—
Value assigned to warrants issued		—			—		—			—			—		—		—		—		1,592		—			1,592
Shares issued for services		—			—		—			—			—		—		1,861,419		2		538		—			540
Shares issued for interest on promissory notes		—			—		—			—			—		—		936,196		1		71		—			72
Stock-based compensation		—			—		—			—			—		—		—		—		1,023		—			1,023
Options exercised		—			—		—			—			—		—		150,000		—		68					68
Issuance of common shares, net of issuance costs $83		—			—		—			—			—		—		9,000,000		9		808		—			817
Preferred Series A dividends		—			—		—			—			—		—		8,485,177		9		1,055		(1,074	)		(10	)
Preferred Series B dividends		—			—		—			—			—		—		1,160,941		1		148		(157	)		(8	)
Preferred Series C dividends		—			—		—			—			—		—		3,011,781		3		374		(382	)		(5	)
Conversion of Series B Preferred Stock into Common Stock		—			—		(882,354	)		(1	)		—		—		882,354		1		—		—			—
Net loss		—			—		—			—			—		—		—		—		—		(11,217	)		(11,217	)

Balances, March 31, 2009		63,178,777		$	63		8,706,159		$	9			15,274,000	$	15		95,502,232	$	96	$	113,271	$	(114,387	)	$	(933	)

See accompany notes to consolidated financial statements.

F-5

XPLORE TECHNOLOGIES CORP.

Consolidated Statements of Cash Flows (in thousands)

				Years Ended March 31,

				2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash used in operations:
	Net loss			$	(11,217	)	$	(7,078	)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Depreciation and amortization			944			604
		Provision for doubtful accounts			66			366
		Amortization of deferred financing costs			571			—
		Stock-based compensation expense			1,023			963
		Equity instruments issued in exchange for services			540			262
Changes in operating assets and liabilities:
	Accounts receivable				1,972			(894	)
	Inventory				57			231
	Prepaid expenses and other current assets				(386	)		114
	Accounts payable and accrued liabilities				191			(733	)

			Net cash used in operating activities		(6,239	)		(6,165	)

CASH FLOWS FROM INVESTING ACTIVITIES:
	Additions to fixed assets				(242	)		(1,113	)

			Net cash used in investing activities		(242	)		(1,113	)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from bank borrowings				25,470			4,750
	Repayment of bank indebtedness				(23,418	)		(4,750	)
	Net proceeds on issuance of promissory notes				3,605			—
	Net proceeds on issuance of Common Shares				817			—
	Net proceeds from issuance of Series C Preferred Stock				—			6,300
	Proceeds from exercise of stock options				68			—

			Net cash provided by financing activities		6,542			6,300

CHANGE IN CASH AND CASH EQUIVALENTS					61			(978	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD					733			1,711

CASH AND CASH EQUIVALENTS, END OF PERIOD				$	794		$	733

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:
	Payments for interest			$	189		$	75

	Payments for income taxes			$	—		$	—

	Preferred Stock dividends issued in the form of Common Shares			$	1,577		$	1,365

	Payments for interest satisfied with issuance of Common Shares			$	72		$	—

	The Company issued 4,633 shares of Common Stock in a cashless exercise of warrants.

See accompanying notes to consolidated financial statements.

F-6

XPLORE TECHNOLOGIES CORP.

Notes to the Consolidated Financial Statements

(in thousands, except share and per share amounts)

1. DESCRIPTION OF BUSINESS

Xplore Technologies Corp. (the "Company"), incorporated under the laws of the State of Delaware, is engaged in the business of the development, integration and marketing of rugged mobile wireless PC computing systems. The Company's products enable the extension of traditional computing systems to a range of field and on-site personnel, regardless of location or environment. Using a range of wireless communication mediums together with the Company's rugged computing products, the Company's end-users are able to receive, collect, analyze, manipulate and transmit information in a variety of environments not suited to traditional non-rugged computing devices. The Company's end-users are in the following markets: utility, warehousing/logistics, public safety, field service, transportation, manufacturing, route delivery, military and homeland security.

On June 20, 2007, the Company effected a domestication under Section 388 of the Delaware General Corporation Law pursuant to which the Company's jurisdiction of incorporation became the State of Delaware. Prior to June 20, 2007, the Company was incorporated under the federal laws of Canada.

2. SIGNIFICANT ACCOUNTING POLICIES

The financial statements were prepared using accounting principles generally accepted in the United States of America and reflect the following significant accounting policies:

a): Basis of consolidation and presentation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Xplore Technologies Corporation of America.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has accumulated significant losses as it has been developing its current and next generation rugged computer products. The Company has had recurring losses and expects to report operating losses for fiscal 2010. The Company believes that cash flow from operations, together with borrowings from its senior lender and financial support from Phoenix Venture Fund LLC (together with affiliates "Phoenix"), a significant shareholder, will be sufficient to fund the anticipated operations for fiscal 2010. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern for a reasonable period of time.

Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. These estimates and assumptions are affected by management's application of accounting policies. Estimates are deemed critical when a different estimate could have reasonably been used or where changes in the estimates are reasonably likely to occur from period to period, and would materially impact the Company's financial condition, changes in financial condition or results of operations. On an ongoing basis, the Company evaluates the estimates, including those related to its revenue recognition, allowance for doubtful accounts, inventory valuation, warranty reserves, tooling amortization, financial instruments, stock-based compensation and income taxes. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable

F-7

XPLORE TECHNOLOGIES CORP.

Notes to the Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from management's estimates and assumptions.

b): Cash and cash equivalents

Cash and cash equivalents comprise cash and highly liquid investments with original maturities of less than ninety days.

c): Inventory

Inventory is recorded at the lower of average cost determined on a first-in-first-out basis or net realizable value. The valuation of inventory requires the use of estimates regarding the amount of current inventory that will be sold and the prices at which it will be sold based on an assessment of expected orders for these products from the Company's customers. Additionally, the estimates reflect changes in the Company's products or changes in demand because of various factors including the market for the Company's products, obsolescence, product discontinuation, technology changes and competition.

d): Fixed assets

Fixed assets are recorded at cost. The straight line depreciation method is used to depreciate the recorded value of fixed assets over their estimated useful lives.

Fixed Asset		Estimated Useful Lives

Tooling and fixtures		2 years
Office equipment		5 years
Machine equipment		2 years
Leasehold improvements		lesser of 5 years or remaining lease term
Computer equipment		2 years
Computer software		2 years
Demonstration units		6 months

The Company performs reviews for the impairment of fixed assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable.

e): Revenue recognition

The Company's revenue is derived from the sale of rugged, mobile technology which includes rugged mobile computers and related accessories. The Company's customers are predominantly resellers. However, the Company also sells directly to end-users. The Company follows the principles of Staff Accounting Bulletins 101 and 104, and other related pronouncements. Revenue is recognized, net of an allowance for estimated returns, when title and risks of ownership are transferred to the customer, and all significant contractual obligations have been satisfied, the sales price is fixed or determinable and the ability to collect is reasonably assured. The Company's revenue recognition criteria have generally been met when the product has been shipped. Shipments are based on firm purchase orders from its customers with stated terms. The shipping terms are F.O.B. shipping point. The Company does not have installation, training and other commitments subsequent to shipment that

F-8

XPLORE TECHNOLOGIES CORP.

Notes to the Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

are other than incidental. Prices are determined based on negotiations with the Company's customers and are not subject to adjustment. Generally, the Company does not hold inventory at its resellers and does not expect resellers to hold inventories of the Company's products other than in limited circumstances where such inventory is monitored by the Company. As a result, the Company expects returns to be minimal. The allowance for returns is calculated and regularly reviewed based on historical experience. The Company has not had material adjustments as returns have been minimal. All warranty obligations related to recognized revenue are covered by warranty coverage agreements provided by a third party.

f): Cost of revenue

The Company's cost of revenue consists of the costs associated with manufacturing, assembling and testing its products, related overhead costs, maintenance, compensation and other costs related to manufacturing support, including the depreciation of tooling assets. The Company uses contract manufacturers to manufacture the its products and supporting components, and a significant portion of the Company's cost of revenue is attributable to component costs and payments to these contract manufacturers.

Cost of revenue also includes warranty costs. The Company records warranty liabilities at the time of sale for the estimated costs that may be incurred under its warranty. The specific warranty terms and conditions generally included are technical support, repair parts, and labor for a period that is generally three years. The Company re-evaluates its estimates to assess the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary and any change, based on current information, is recorded as a change in estimate.

g): Income taxes

The Company accounts for income taxes in accordance with the liability method. The determination of future tax assets and liabilities is based on the difference between financial statement and income tax bases of assets and liabilities, using enacted tax rates in effect for the period in which the differences are expected to occur. Future tax assets are recorded to recognize tax benefits only to the extent that, based on available evidence, it is more likely than not that they will be realized.

h): Stock-based compensation

The Company applies the fair value method of accounting for all of its employee stock-based compensation. The Company uses the Black-Scholes option pricing model to determine the fair value of stock option awards at the date of the issuance of the award. The value is expensed over the vesting period which is generally three years. See Note 9 to these consolidated financial statements for required disclosures.

i): Financial instruments and credit risk

Financial instruments that potentially subject the Company to credit risk include cash and cash equivalents, accounts receivable and unbilled receivables from customers. Cash is deposited in demand accounts in federally insured domestic institutions to minimize risk. Accounts receivables are generally unsecured. With respect to accounts receivables, the Company performs ongoing credit evaluations of customers and generally does not require collateral.

F-9

XPLORE TECHNOLOGIES CORP.

Notes to the Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Receivables are concentrated with a small number of customers. The Company maintains allowance for doubtful accounts when deemed necessary. The allowances for doubtful accounts at March 31, 2009 and March 31, 2008 were $345 and $411, respectively.

The amounts reported for cash equivalents, accounts receivables, accounts payable, accrued liabilities, bank indebtedness and promissory notes payable are considered to approximate their market values based on comparable market information available at the respective balance sheet dates and their short-term nature.

j): Loss per share

Loss per share has been computed based on the weighted-average number of common shares issued and outstanding during the period, and is calculated by dividing net loss by the weighted average number of common shares outstanding during the period. The effects of the options granted under the Company's share option plan, the exercise of outstanding options, the exercise of outstanding warrants and the conversion of the convertible Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock were excluded from the loss per share calculations for the years presented as their inclusion is anti-dilutive. Accordingly, diluted loss per share has not been presented. The following securities were not considered in the earnings per share calculation:



Series A Preferred Stock	63,178,777	63,178,777
Series B Preferred Stock	8,706,159	9,588,513
Series C Preferred Stock	15,274,000	15,274,000
Warrants	59,587,622	26,642,465
Options	11,562,667	14,329,668

	158,309,225	129,013,423

k): Recent Accounting Pronouncements

In December 2007, the FASB issued Financial Accounting Standard No. 141(R), "Business Combinations," or FAS 141(R). FAS 141(R) requires the acquiring entity in a business combination to recognize the full fair value of assets acquired and liabilities assumed in the transaction (whether a full or partial acquisition); establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; requires expensing of most transaction and restructuring costs; and requires the acquirer to disclose to investors and other users all of the information needed to evaluate and understand the nature and financial effect of the business combination. FAS 141(R) applies to all transactions or other events in which the reporting entity obtains control of one or more businesses, including those sometimes referred to as "true mergers" or "mergers of equals" and combinations achieved without the transfer of consideration, for example, by contract alone or through the lapse of minority veto rights. FAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of FAS 141R did not have a material impact on the Company's financial position or results of operations.

F-10

XPLORE TECHNOLOGIES CORP.

Notes to the Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities—including an amendment of FASB Statement No. 115." This statement allows companies to elect to measure certain eligible financial instruments and other items at fair value. Companies may choose to measure items at fair value at a specified election date, and subsequent unrealized gains and losses are recorded in income at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, with earlier adoption permitted under certain circumstances. The Company was required to adopt SFAS No. 159 no later than the first quarter of fiscal 2009. The adoption of SFAS No. 159 did not have a material impact on the Company's financial position or results of operations.

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106 and 132R." The statement requires companies to report the funded status of their defined benefit pension plans on the balance sheet. Changes in the funded status in the year in which the changes occur are recorded through other comprehensive income. The statement requires that companies measure plan assets and obligations as of the end of their fiscal year. The statement also requires enhanced disclosures related to defined benefit pension plans. SFAS No. 158 was effective as of the end of the Company's first fiscal year ended after December 15, 2006. The adoption of SFAS No. 158 did not have a material impact on the Company's financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." The statement clarifies the definition of fair value, establishes a framework for measuring fair value, and expands the disclosure requirements regarding fair value measurements. SFAS No. 157 became effective for fiscal years beginning after November 15, 2007, with earlier adoption permitted. The Company was required to adopt SFAS No. 157 no later than the first quarter of fiscal 2009. The adoption of SFAS No. 157 did not have a material impact on the Company's financial position or results of operations.

In July 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (FIN 48)." FIN 48 prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax return, including a decision on whether or not to file in a particular jurisdiction. Under FIN 48, a tax benefit from an uncertain position may be recognized only if it is "more likely than not" that the position is sustainable based on its technical merits. FIN 48 became effective for fiscal years beginning after December 15, 2006. The Company adopted FIN 48 beginning in the first quarter of fiscal 2008. The adoption of FIN 48 did not have a material impact on the Company's financial position or results of operations.

3. INVENTORY

	March 31,

	2009		2008
Finished goods	$	2,526	$	2,658
Computer components		825		750

Total inventory	$	3,351	$	3,408

F-11

XPLORE TECHNOLOGIES CORP.

Notes to the Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

3. INVENTORY (Continued)

Inventory sent to end-users for which revenue recognition attributes have not been completed is included in "other current assets" on the Company's consolidated balance sheets and was $743 at March 31, 2009 and $141 at March 31, 2008.

Prepaid expenses and other current assets at March 31, 2008 include $250 representing advances to a supplier to secure the supply of components delivered in fiscal 2009.

4. FIXED ASSETS

	March 31,

	2009		2008
Cost
Tooling and fixtures	$	1,697	$	1,697
Office equipment and leasehold improvements		1,397		1,386
Computer equipment and demonstration units		1,357		1,208
Computer software		835		753

		5,286		5,044

Accumulated depreciation
Tooling and fixtures		1,697		1,435
Office equipment and leasehold improvements		1,137		682
Computer equipment and demonstration units		1,304		1,180
Computer software		756		653

		4,894		3,950

Total fixed assets, net	$	392	$	1,094

5. BANK INDEBTEDNESS

On September 15, 2005, the Company entered into a two-year loan and security agreement with a commercial bank replacing a similar agreement with the same bank. Under the terms of this agreement, the Company could finance certain eligible accounts receivable up to a maximum of $5,000. Borrowings under the facility bore interest at the bank's prime rate plus 2.25%. The Company was obligated to repay each loan advance on the earliest of the date on the financed receivable payment is received or the date the financed receivable becomes ineligible or 90 days past due. The Company is committed to pay a fee equal to .25% of the unused portion of the credit facility.

On February 28, 2007, the Company modified its credit facility. Under the terms of the amended facility, the borrowings formula was increased to the lesser of $8,000 or 80% of the Company's U.S. and Canadian accounts receivable outstanding for 90 days or less, plus 80% of the Company's foreign accounts receivable (up to $2,500) plus 25% of eligible inventory (up to $1,750). The interest rate on the borrowings remained at the bank's prime rate plus 2.25% (or prime plus 2.5% in the case of borrowings related to its inventory). On August 6, 2008, the Company and the bank amended the loan and security agreement to, among other things, waive the Company's default under the tangible net worth covenant. On August 29, 2008, the Company and the bank amended the loan and security

F-12

XPLORE TECHNOLOGIES CORP.

Notes to the Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

5. BANK INDEBTEDNESS (Continued)

agreement to, among other things, reduce the minimum tangible net worth requirement to $750 for the measuring periods ended August 31, 2008 and September 30, 2008 and, thereafter, to reset the minimum tangible net worth covenant, effective beginning with the measuring period ended October 31, 2008, based on an agreed forecast. On September 30, 2008, the Company and the bank further amended the loan and security agreement to reduce the maximum borrowings under the credit facility to $4,500 until the Company had received $3,000 in proceeds from the issuance of subordinated debt. The Company received the $3,000 in proceeds by October 21, 2008. The Company and the bank have further amended the loan and security agreement, from time to time, in 2009 to, among other things, reduce the maximum amount of borrowings to $4,000, increase the interest rate applicable to such borrowings and extend the maturity date of the borrowings under the credit facility. The current maturity date for borrowings under the loan and security agreement is September 15, 2009 (see subsequent event Note 15(d)).

Borrowings are secured by all assets and intellectual property of the Company. Pursuant to the terms of various subordination agreements between the commercial bank, and one of the Company's suppliers, the commercial bank has a first priority security interest in all of the assets of the Company, except that under certain circumstances the supplier has a priority security interest in certain trade debts of the Company. As of March 31, 2009, there were $2,052 in borrowings outstanding under this amended credit facility.

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	March 31,

	2009		2008
Accounts payable	$	2,529	$	2,321
Engineering accrual		425		722
Other accrued liabilities		1,581		1,591

Total	$	4,535	$	4,634

7. PROMISSORY NOTES

Promissory Note Issuance Date	Balance March 31, 2008		New Issuances		Value Assigned to Warrants			Payments		Accretion of Non-Cash Interest		Balance March 31, 2009

September 5, 2008	$	—	$	1,000	$	(406	)	$	—	$	202	$	796
October 21, 2008		—		2,000		(813	)		—		352		1,539
February 27, 2009		—		555		(217	)		—		10		348
March 5, 2009		—		100		( 39	)		—		2		63
March 11, 2009		—		300		(117	)		—		5		188

	$	—	$	3,955	$	(1,592	)	$	—	$	571	$	2,934

F-13

XPLORE TECHNOLOGIES CORP.

Notes to the Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

7. PROMISSORY NOTES (Continued)

On September 5, 2008, the Company and its wholly owned subsidiary, together with the Company, referred to as the "Borrowers", issued to Phoenix a secured subordinated promissory note in the aggregate principal amount of $1,000,000 and warrants to Phoenix to purchase up to 3,703,704 shares of common stock of the Company at an exercise price of $0.27. The secured subordinated promissory note was due and payable in full on August 5, 2009 and bears interest at the rate of 10% per annum. Interest on the note is payable quarterly commencing December 31, 2008 and may be paid in cash or, at the option of the Company, in shares of the Company's common stock. To the extent the Company elects to pay the interest on the promissory notes with shares of common stock, the effective interest rate increases by 2.5%.

On October 21, 2008, the Borrowers issued secured subordinated promissory notes in the aggregate principal amount of $2,000,000 and issued warrants to purchase up to 16,666,667 shares of common stock of the Company at an exercise price of $0.12 per share to purchasers, including affiliates of the Company. The secured promissory notes were due and payable on August 5, 2009. In addition, on October 21, 2008 the Borrowers and all purchasers entered into an amendment to the Note Purchase Agreement reducing the exercise price of warrants previously granted to Phoenix on September 5, 2008 from $0.27 per share to $0.12 per share and increasing the number of shares of common stock Phoenix could purchase from 3,703,704 to 8,333,333 shares of the Company's common stock in order to provide the same terms to all of the note purchasers.

On February 27, 2009, March 5, 2009 and March 11, 2009, the Borrowers issued secured subordinated promissory notes in the aggregate principal amount of $955,000 and issued warrants to purchase up to 9,550,000 shares of common stock of the Company at an exercise price of $0.10 per share to purchasers, including affiliates of the Company. The secured promissory notes were due and payable in December 31, 2010. In addition, on February 27, 2009 the Borrowers and all purchasers entered into an amendment to the Note Purchase Agreement reducing the exercise price of warrants previously granted to the note purchasers on September 5, 2008 and October 21, 2008 from $0.12 per share to $0.10 per share and increasing the number of shares of common stock Phoenix and the October 21, 2008 purchasers may purchase from 25,000,000 to 30,000,000 shares of the Company's common stock in order to provide the note purchasers with the same terms, including the extension of the maturity date of the September 5, 2008 and October 21, 2008 promissory notes from August 5, 2009 to December 31, 2010.

The secured subordinated promissory notes issued to the purchasers are due and payable in full on December 31, 2010 and bear interest at the rate of 10% per annum. Interest on the notes is payable quarterly and may be paid in cash or, at the option of the Company, in shares of the Company's common stock. Interest expense for the fiscal year ended March 31, 2009 was approximately $153,000 and was paid with the issuance of 936,196 shares of common stock in January 2009 and 1,109,127 shares of common stock issued subsequent to March 31, 2009. The notes are secured by the assets of the Borrowers and the right of repayment of principal and interest on the notes and the security interest granted by the Borrowers to the holders of the notes is subordinated to the rights and security interests of the Company's senior lender.

The warrants issued to Phoenix and the purchasers expire on February 27, 2012. The warrants may be exercised in whole or in part at any time prior to February 27, 2012.

F-14

XPLORE TECHNOLOGIES CORP.

Notes to the Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

7. PROMISSORY NOTES (Continued)

The warrants have been valued separately using the Black Scholes methodology. The fair value calculations assumed a discount rate of approximately 1.40%, volatility of approximately 104% , no dividends and that all of the shares will vest. The relative fair value of the warrants as compared to the notes resulted in a value of $1,592 assigned to the warrants issued to the promissory noteholders that was recorded as additional paid-in capital and a discount of the promissory notes. The modification of the September 5, 2008 and October 21, 2008 warrants resulted in a recalculation of fair value which is reflected in the value of $1,592. The discounts are amortized over the term of the promissory notes. During the fiscal year ended March 31, 2009, $571 was recognized as interest expense.

8. SHARE CAPITAL

The Company is authorized to issue 410,000,000 shares of capital stock consisting of 300,000,000 shares of common stock, $.001 par value, and 110,000,000 shares of preferred stock, $.001 par value.

Year-ended March 31, 2009

On November 5, 2008, the Company's Board approved an employee stock purchase plan that was implemented on January 1, 2009 subject to shareholder approval. The initial offering period is from January 1, 2009 to March 31, 2010, the purchases of shares of common stock will occur quarterly at a price of $0.096 per share and 46% of the Company's employees participated in the first offering period.

In multiple dates during the fourth quarter of fiscal 2009, the Company raised $900 in gross proceeds through private placements to accredited investors of 9,000,000 shares of its common stock and warrants to purchase 3,750,000 and 4,000,000 shares of its common stock at exercise prices of $0.13 and $0.10, respectively, per share. The warrants issued to the investors are exercisable immediately and will terminate three years from their date of issuance.

During the year ended March 31, 2009, 882,354 shares of Series B Preferred Stock were exchanged for 882,354 shares of common stock.

Year-ended March 31, 2008

On September 21, 2007, the Company raised $7,387 in gross proceeds through a private placement to accredited investors of 14,774,000 shares of its Series C Convertible Preferred Stock and warrants to purchase 7,387,000 shares of its common stock. The Company sold the shares of Series C Preferred Stock and warrants to the investors in Units, at a price of $0.50 per Unit. Each Unit consisted of one share of Series C Preferred Stock and one warrant to purchase one-half of one share of the Company's common stock. Phoenix, the Company's largest stockholder, purchased an aggregate of 3,320,000 Units for an aggregate purchase price of $1,660.

The Series C Preferred Stock is pari passu with the Company's Series A and Series B Convertible Preferred Stock in terms of dividends, liquidation and voting. The Series C Preferred Stock carries a 5% cumulative dividend that may be paid, at the option of the Company, in either cash or common stock. The shares of Series C Preferred Stock are convertible initially on a one-for-one basis into shares of common stock at any time at the option of the holder, subject to adjustment for stock dividends, splits, combinations and similar events. The warrants issued to the investors are exercisable immediately, at an exercise price of $0.50 per share, and will terminate on September 21, 2009.

F-15

XPLORE TECHNOLOGIES CORP.

Notes to the Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

8. SHARE CAPITAL (Continued)

In connection with the private placement, the Company paid to its selling agents and a standby purchaser that is an affiliate of Phoenix aggregate fees of $443 and issued warrants to purchase an aggregate of 886,440 shares of its common stock. The warrants issued are exercisable immediately, at an exercise price of $0.50 per share, and will expire on September 21, 2009. Other Series C Preferred Stock issuance costs as of September 30, 2007 were $844 and include a non-cash charge of $200 representing the value of warrants issued to selling agents and the standby purchaser. The remaining charges of $644 represents costs associated with the private placement and obtaining shareholder approval of the private placement, including the preparation, printing and mailing of the consent statement and registering the shares of common stock issuable upon conversion of the Series C Preferred Stock and exercise of the warrants.

On July 18, 2007, the Company entered into an agreement with a financial advisory firm to serve as a financial and strategic advisor to the Company and assist the Company in obtaining financing for its growth and product development. In exchange for these services, the Company issued to the advisor a warrant to purchase 2,500,000 shares of the Company's common stock at an exercise price of $0.45. The warrant expires on August 8, 2010. Under the terms of the agreement, as amended, 500,000 warrant shares vested upon stockholder approval (which was received on January 15, 2008) and the remaining 2,000,000 warrant shares will vest in the sole discretion of the Company.

The warrants have been valued separately at fair value using the Black-Scholes methodology. The fair value calculations assumed a discount rate of approximately 4.0%, volatility of approximately 104% and no dividends. The values of $1,669 and $51 assigned to the warrants issued to the private placement investors and a converting debenture holder, respectively, were recorded as additional paid-in capital. The value of $241 assigned to the warrants issued to the selling agents and the standby purchaser was recorded as Series C Preferred Stock issuance cost. The value of $739 assigned to the warrants issued to the financial services firm was recorded as a separate component of shareholders' equity and as a deferred charge that is amortized over the warrant's vesting term. For the year ended March 31, 2008, $152 of amortization of the deferred charge was recorded as general administration expenses.

The convertible Series A, Series B and Series C Preferred Stock have beneficial conversion features as a result of an in-the-money conversion option at the respective dates of commitment. For each issuance of these shares of Series A, Series B and Series C Preferred Stock, the value of the beneficial conversion feature was determined as the difference between the conversion price and the Toronto Stock Exchange closing market price of the Company's common stock as of the related financing's commitment date multiplied by the number of shares into which the Series A, Series B and Series C Preferred Stock are convertible. The value of the beneficial conversion features are presented as deemed dividends to the Series A, Series B and Series C Preferred stockholders with an offsetting amount to additional paid-in capital. Since the Series A, Series B and Series C Preferred Stock is immediately convertible into common stock by the holders at any time, the Company recognized non-cash charges (deemed dividends) in connection with the Series A, Series B and Series C Preferred Stock financings. For the year ended March 31, 2008 there were non-cash charges (deemed dividends) aggregating approximately $2,328. During the year ended March 31, 2008, 294,118 shares of Series A and 400,000 shares of Series B Preferred Stock were exchanged for an aggregate of 694,118 shares of common stock.

F-16

XPLORE TECHNOLOGIES CORP.

Notes to the Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

8. SHARE CAPITAL (Continued)

During fiscal 2008, one debenture in the amount of $250 was outstanding and bore interest at 10% per annum. On August 8, 2007, pursuant to a debenture exchange agreement dated July 25, 2007 between the debenture holder and the Company, the $250 debenture was exchanged for 500,000 shares of Series C Preferred Stock that is pari passu with the Series A and Series B Preferred Stock in terms of dividends, liquidation and voting, and a two-year warrant to purchase 250,000 shares of common stock, at an exercise price of $0.50 per share.

Dividends

For the year ended March 31, 2009, there were paid common stock dividends of $1,074 for the Series A Preferred Stock, $157 for the Series B Preferred Stock and $382 for the Series C Preferred Stock. For the year ended March 31, 2008, there were paid common stock dividends of $1,079 for the Series A Preferred Stock, $168 for the Series B Preferred Stock and $171 for the Series C Preferred Stock. As of March 31, 2009 and 2008, there were accrued and unpaid common stock dividends of $91 and $91 respectively, for the Series A Preferred Stock, $13 and $14, respectively, for the Series B Preferred Stock and $32 and $32, respectively, for the Series C Preferred Stock. The liquidation preference values of the Series A, Series B and Series C Preferred Stock was $21,481, $2,960 and $7,637, respectively. Each series of preferred stock ranks on parity with each other series of preferred stock with respect to dividends and liquidation.

Warrants outstanding

There were warrants to purchase 59,587,622 shares of common stock outstanding at March 31, 2009 as detailed in the table below:

Number of Warrants/Number Exercisable	Exercise Price

250,000/250,000	US$	0.50	August 8, 2009	(1)
998,854/998,854	US$	0.58	August 9, 2009	(1)
7,387,000/7,387,000	US$	0.50	September 21, 2009
886,440/886,440	US$	0.50	September 21, 2009
265,328/265,328	US$	0.35	September 22, 2009
2,500,000/500,000	US$	0.45	August 8, 2010
43,550,000/43,550,000	US$	0.10	February 27, 2012
3,750,000/3,750,000	US$	0.13	January 30, 2013

(1): Expired and were not exercised.

9. STOCK-BASED COMPENSATION PLAN

In 1995, the Board of Directors approved a share option plan, which was amended and restated in December 2004, and amended thereafter (the "Amended Plan"). The Amended Plan is administered by the Board of Directors and provides that options may be granted to employees, officers, directors and consultants to the Company. The exercise price of an option is determined at the time of grant and is to be based on the closing price of the common stock on the stock exchange or quotation system where the common stock is listed or traded, on the day preceding the grant. Unless otherwise provided, the

F-17

XPLORE TECHNOLOGIES CORP.

Notes to the Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

9. STOCK-BASED COMPENSATION PLAN (Continued)

options are exercisable only during the term of engagement of the employee, officer or consultant or during the period of service as a director of the Company. The maximum aggregate number of shares of common stock reserved for issuance upon the exercise of all options granted under the Amended Plan is not to exceed 30,900,000. The options under the plan generally vest over a 3-year period in equal annual amounts. In fiscal 2010, the Company adopted a new stock option plan (see Note 15).

The options have been valued separately using the Black-Scholes methodology and the calculations for issuances in fiscal 2009 and 2008 assumed discount rates of approximately 2.6% and 3.3% respectively, and volatility of approximately 106% and 104% respectively, and no dividends for both years. The Company recorded compensation cost of $1,023 in fiscal 2009 and $963 fiscal 2008 for option grants issued since April 1, 2003. This expense was recorded in the employee related functional classification.

A summary of the activity in the Company's Amended Plan during the years ended March 31, 2009 and 2008 is as follows:

	Year ended March 31,

	2009				2008
	Options		Weighted Average Exercise Price (USD$)		Options		Weighted Average Exercise Price (USD$)
Outstanding at beginning of year		14,329,668	$	0.42		10,660,337	$	0.51
Granted		1,615,000	$	0.45		4,113,664	$	0.50
Exercised		150,000	$	0.37		—		—
Forfeited		4,232,001	$	0.50		444,333	$	052

Outstanding at end of year		11,562,667	$	0.43		14,329,668	$	0.51

At March 31, 2009, the total number of shares of common stock issued in connection with the exercise of options is 671,385 since the inception of the Amended Plan.

A summary of the options outstanding and exercisable as at March 31, 2009 is as follows:

	Options Outstanding				Options Exercisable

Range of Exercise Prices Cdn$	Number Outstanding		Weighted Average Remaining Contractual Life		Number Exercisable		Weighted Average Remaining Contractual Life
$0.14 - 0.38		5,723,335		2.6		3,622,450		2.4
$0.39 - 0.49		2,479,668		2.8		1,052,003		1.0
$0.50 - 0.56		2,518,330		3.7		857,220		3.7
$0.62 - 1.18		749,334		1.1		749,334		1.1
$1.24 - 1.85		92,000		0.1		92,000		0.1

		11,562,667		2.7		6,373,007		2.2

Prior to June 20, 2007, the Company was incorporated under the laws in Canada and the exercise prices for stock grant awards were in Canadian dollars; thus the majority of the exercise prices for the

F-18

XPLORE TECHNOLOGIES CORP.

Notes to the Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

9. STOCK-BASED COMPENSATION PLAN (Continued)

current options outstanding are in Canadian dollars. The range of stock grant awards is subject to changes in the exchange rates between the Canadian dollar and United States of America dollar.

During the year ended March 31, 2009, grants in the amount of 365,000 shares of common stock were issued to non-executive employees of the Company at an average exercise price of $0.33 and a grant in the amount of 1,250,000 shares of common stock was issued to an executive of the Company at an exercise price of $0.49. The fair value of these grants totaling 1,615,000 shares was $462 and will be recognized as future stock compensation expense.

Compensation expense for the Amended Plan has been determined based on the fair value at the grant date for options granted in the current fiscal year. The aggregate intrinsic value of options exercisable at March 31, 2009 was zero as the fair value of the Company's common stock is less than the exercise prices of the options. The future compensation expense to be recognized for unvested option grants at March 31, 2009 was $784 to be recognized over the next three years.

10. INCOME TAXES

The tax effect of temporary differences that give rise to future income tax assets are as follows:

		Year ended March 31,

		2009			2008
Deferred income tax assets:
	Net operating losses	$	27,859		$	24,324
	Accrued liabilities		443			401
	Inventory allowance		150			333
	Other items		121			144
Valuation allowance			(28,572	)		(25,202	)

Deferred tax asset		$	—		$	—

The provision for income taxes varies from the expected provision at statutory rates for the following reasons:

		Year ended March 31,

		2009			2008
Combined basic US and Canadian statutory rates, respectively			35	%		35	%

Recovery of income taxes based on the above rates		$	(3,926	)	$	(2,477	)
Increase in income taxes resulting from:
	Permanent difference—stock compensation		358			337
	Permanent difference—financing fees		200			53
	Expiration of net operating losses		—			630
	Change in valuation allowance		3,368			1,457

Provision for income taxes		$	—		$	—

F-19

XPLORE TECHNOLOGIES CORP.

Notes to the Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

10. INCOME TAXES (Continued)

The Company has accumulated net operating losses for income tax purposes totaling approximately $79,598, which under certain conditions, may be carried forward and applied to reduce future year's taxable income. The potential benefit associated with these losses is not reflected in these statements as management does not believe that recovery is more likely than not. The right to claim these losses expires as follows:

Expiry Year	Canada		United States		Total

2010	$	3,195	$	—	$	3,195
2011		4,823		—		4,823
2015		2,889		—		2,889
2016		—		1,282		1,282
2017		—		737		737
2018		—		5,293		5,293
2019		—		2,978		2,978
2020		—		1,486		1,486
2021		—		3,116		3,116
2022		—		6,412		6,412
2023		—		10,746		10,746
2024		—		4,433		4,433
2025		—		7,764		7,764
2026		1,707		3,660		5,367
2027		936		2,813		3,749
2028		67		5,159		5,226
2029		—		10,102		10,102

	$	13,617	$	65,981	$	79,598

11. FINANCIAL INSTRUMENTS

Interest rate risk

At March 31, 2009, all of the Company's promissory notes bear interest at a fixed rate of 10%. The Company's loan and security agreement with a commercial bank has an interest rate with a variable component based on bank's prime rate. If the Company borrowed 100% of the facility's available line for a full year and the bank's prime rate increased by 1%, the Company's borrowing costs would increase by $50,000.

Foreign exchange risk

Approximately 50% of the Company's revenues and a majority of the Company's expenses are in United States dollars, and foreign exchange is limited to non-U.S. dollar denominated revenues and net expenditures in Canadian dollars, which are immaterial in each of the years ended March 31, 2009 and 2008, respectively.

F-20

XPLORE TECHNOLOGIES CORP.

Notes to the Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

11. FINANCIAL INSTRUMENTS (Continued)

Credit risk

Information regarding the Company's accounts receivable credit risk is as follows:

As of March 31,	Accounts Receivable (in millions)			Customer Share as a Percent of Total Receivables

2009	$	2.8	1	23%	23	%
2008	$	4.9	2	30% and 13%	43	%

The receivables representing 23% of the accounts receivable balance at March 31, 2009 were subsequently collected.

Supplier Risk

The Company relies on a single supplier for the majority of its finished goods. At March 31, 2009 and 2008, the Company owed this supplier $1,294 and $1,144, respectively, recorded as accounts payable and accrued liabilities. The inventory purchases and engineering services from this supplier for the years ended March 31, 2009 and 2008 were $11,539 and $11,286, respectively.

12. SEGMENTED INFORMATION

The Company operates in one segment, the sale of rugged mobile wireless PC computing systems. Approximately 49% of the Company's revenue for fiscal 2009 was derived from sales in the United States. Canada had approximately 21% of total revenue for fiscal 2009. Canada was the only country outside of the United States which accounted for more than 10% of the Company's revenue for the fiscal year ended March 31, 2009. For the fiscal year ended March 31, 2008, the Netherlands accounted for 10% of the total revenue.

The distribution of revenue by country is segmented as follows:

		Year ended March 31,

		2009		2008
Revenue by country:
	United States	$	11,397	$	14,485
	Canada		4,709		1,892
	Netherlands		1,125		2,544
	All other countries		5,396		6,434

		$	22,627	$	25,355

The Company has a variety of customers and in any given year a single customer can account for a significant portion of sales. For the year ended March 31, 2009, the Company had one customer that had sales that were greater than 10% of total revenue and the customer was located in Canada. For the year ended March 31, 2008, the Company had one customer that had sales that were greater than

F-21

XPLORE TECHNOLOGIES CORP.

Notes to the Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

12. SEGMENTED INFORMATION (Continued)

10% of total revenue and the customer was located in the Netherlands. The percentages of total revenue from these customers are as follows:

Fiscal Year	Total Revenue (in millions)

2009	$	22.6	1	12	%	12	%
2008	$	25.4	1	10	%	10	%

13. COMMITMENTS AND CONTINGENT LIABILITIES

a): Premises

The Company leases facilities in Austin, Texas. The current annual lease commitment is $191 and the lease maturity date was extended from September 1, 2009 to August 31, 2014.

Minimum annual payments by fiscal year required under all of the Company's operating leases are:


2010	$	191
2011	$	194
2012	$	228
2013	$	236
2013	$	240

	$	1,089

b): Purchase commitment

At March 31, 2009, the Company had purchase obligations extending into fiscal 2010 of approximately $4,466 related to inventory and product development items.

c): Litigation

During the year ended March 31, 2009, the Company settled a dispute with a value added reseller ("Reseller") related to the Reseller's servicing of products from 2001 to 2004. The Company discontinued selling these products in 2004. Pursuant to the terms of the settlement, the Reseller was paid $50 in December 2008, and received $50 over the first six months of 2009 in equal installments of $8,333 per month. In addition, the Reseller was issued 1,334,000 shares of the Company's common stock and may receive up to $60 of discounts on future purchases of the Company's products. The Company's warranty reserve for these products, included in accrued liabilities, was adequate to cover the cash payments and the $240 value of the common stock. Legal fees which were in excess of the reserve in the amount of $207 have been recorded as general administration expense for the year ended March 31, 2009.

The Company and its subsidiaries are involved in litigation, arising in the ordinary course of business. None of these actions, individually or in the aggregate, are expected to have a material adverse effect on the Company's consolidated financial position or results of operations.

F-22

XPLORE TECHNOLOGIES CORP.

Notes to the Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

14. RELATED PARTY TRANSACTIONS

In connection with the Company's private placements through the end of fiscal 2009 the Company paid an affiliate of Phoenix an administration fee of $128 related to the total placement of $3,955 of subordinated secured promissory notes (see Note 7) and $900 of common stock (see Note 8).

Interest expense for the fiscal years ended 2009 and 2008 was $121 and none, respectively, related to borrowings from Phoenix. At March 31, 2009, outstanding promissory notes to such affiliates were $2,375. There were no outstanding promissory notes to such affiliates at March 31, 2008.

In connection with the Company's private placement of Series C Preferred Stock, the Company entered into a standby letter of commitment with SG Phoenix LLC ("SG Phoenix"), an affiliate of Phoenix, whereby SG Phoenix agreed to purchase or caused to be purchased up to 14 million Units, at the offering price of $0.50 per Unit, less the aggregate amount of Units sold by the Company's selling agents in the private placement. In connection with the private placement, SG Phoenix purchased or caused to be purchased 11,000,000 Units at an aggregate purchase price of $5,500 and the Company paid to SG Phoenix a fee of $330 and issued warrants to SG Phoenix to purchase an aggregate of 660,000 shares of its common stock. The warrants issued are exercisable immediately, at an exercise price of $0.50 per share, and will terminate on September 21, 2009.

15. SUBSEQUENT EVENTS

a): Private Placement

From May to July 2009, the Company raised $150 in a private placement through the issuance of common stock, promissory notes and warrants to purchase up to 1,500,000 shares of the Company's common stock at $0.10 per share. The terms of the warrants are consistent with the terms of the warrants issued to the purchasers of the secured promissory notes.

b): Litigation Settlement

In March 2008, Typhoon Touch Technologies, Inc. ("Typhoon") and Nova Mobility Systems, Inc. ("Nova") (collectively, the "Plaintiffs") filed Plaintiffs' First Amended Complaint for Patent Infringement (the "Complaint") against the Company and several other defendants including Dell, Inc., Panasonic Corporation of North America, and Apple, Inc., in the United States District Court for the Eastern District of Texas (the "Court"). The Complaint alleges that the defendants manufacture, sell, offer for sale and/or import products that infringe on two U.S. patents owned by Typhoon and exclusively licensed to Nova (the "Patents"). In April 2009, the Company entered into a settlement agreement and covenant not to sue with the Plaintiffs in exchange for a $16 cash payment and 2,000,000 shares of our Series C Preferred Stock. The cash payment and fair market value of the shares of $170, assuming conversion into common stock, were recorded as an accrued liability and general administration expense as of March 31, 2009.

c): Stock Option Grants and Warrant Issuances

On April 30, 2009, the Company's board of directors granted options to executive officers to purchase an aggregate of 3,084,731 shares of common stock, to other employees to purchase an aggregate of 1,780,409 shares of common stock and to the directors to purchase an aggregate of 496,477 shares of common stock. The options are exercisable for five years, with an exercise price of $0.10 per share and vest annually in equal installments over three years beginning on the first

F-23

XPLORE TECHNOLOGIES CORP.

Notes to the Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

15. SUBSEQUENT EVENTS (Continued)

anniversary of the date of grant. The future compensation expense for these grants was $390 to be recognized over the next three years.

On June 10, 2009, the Company's board of directors granted options to each director, in lieu of cash compensation otherwise payable to them in connection with their service as board members. The board of directors granted options to each director to purchase 150,000 shares of common stock at an exercise price of $0.15 per share, which options were fully vested as of the date of grant, for services provided during the fiscal year ended March 31, 2009 and 150,000 shares of common stock at an exercise price of $0.15 per share, which options will fully vest on March 31, 2010, for services to be provided during the fiscal year ending March 31, 2010. The compensation expense related to the grants for fiscal 2009 was $82 and was recorded as a general administration expense. The future compensation expense to be recognized in fiscal 2010 is $98.

On June 10, 2009, the Company's board of directors approved the issuance to SG Phoenix LLC, an affiliate, of a warrant to purchase 1,500,000 shares of common stock at an exercise price of $0.15 per share, which warrant was fully vested on the date of issuance, for services rendered for the year ended March 31, 2009 and a warrant to purchase 1,500,000 shares of common stock at an exercise price of $0.15 per share, which warrant will fully vest on March 31, 2010, for services to be rendered for the year ending March 31, 2010. The fair value of each warrant is $160 and reflected as a payment for services in general administration in the respective years.

On July 28, 2009, the Company's board of directors adopted the 2009 Stock Incentive Plan, which is referred to as the 2009 Stock Plan. The 2009 Stock Plan provides for equity-based awards in the form of incentive stock options and non-statutory options, restricted shares, stock appreciation rights and restricted stock units. Awards are made to selected employees, directors and consultants to promote stock ownership among award recipients, to encourage their focus on strategic long-range corporate objectives, and to attract and retain exceptionally qualified personnel. Up to 19,400,000 shares of common stock may be issued under the 2009 Stock Plan. The 2009 Stock Plan became effective retroactive to June 10, 2009, subject to shareholder approval.

d): Extension of Bank Indebtedness

On April 24, 2009, the Company amended the loan and security agreement with the commercial bank to extend the maturity date of borrowings under the agreement to May 29, 2009 and reduce the maximum amount of borrowings permitted under the loan and security agreement to $5,000,000. On May 29, 2009, the maturity date was extended to June 30, 2009 and the lender agreed to provide up to $1 million of additional availability in excess of the borrowing base, based on a supporting irrevocable standby letter of credit issued by the Philip Sassower, the Company's Chairman and Chief Executive Officer, and Susan Sassower, his wife ("Supporting Letter of Credit Applicants"). In addition, the interest rate was increased from the bank's "prime rate" plus 2.25% to the greater of (A) 6.25% or (B) 2.25% above the bank's "prime rate" and the minimum tangible net worth covenant was amended to require the Company to have a minimum tangible net worth of at least One Million Five Hundred Seventy Five Thousand Dollars ($1,575) increasing quarterly by fifty percent (50%) of net income and fifty percent (50%) of issuances of equity or subordinated debt after May 29, 2009.

In order to induce the Supporting Letter of Credit Applicants to issue the letter of credit, the Company entered into the Credit Reimbursement, Compensation and Security Agreement, dated as of

F-24

XPLORE TECHNOLOGIES CORP.

Notes to the Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

15. SUBSEQUENT EVENTS (Continued)

May 29, 2009 (the "Letter of Credit Agreement"), with the Supporting Letter of Credit Applicants whereby it (i) agreed to reimburse the Supporting Letter of Credit Applicants for all costs and expenses incurred by the Supporting Letter of Credit Applicants in connection with the issuance of the letter of credit, (ii) agreed to reimburse the Supporting Letter of Credit Applicants for all payments made by the Supporting Letter of Credit Applicants to the issuing bank in connection with any drawings made by the bank under the letter of credit; (iii) agreed to provide certain compensation to the Supporting Letter of Credit Applicants in connection with the issuance of the letter of credit, including the issuance to the Supporting Letter of Credit Applicants of a three-year warrant to purchase 5,000,000 shares of common stock at an exercise price of $0.10 per share; and (iv) granted to the Supporting Letter of Credit Applicants a security interest in all of its assets to secure their obligations to the Supporting Letter of Credit Applicants. The security interest granted by the Company and its wholly owned subsidiary to the Supporting Letter of Credit Applicants is subordinated to the rights and security interest of the bank in connection with the loan and security agreement and senior to the rights and security interest of the purchasers of the promissory notes. Upon an event of default, as defined, the Supporting Letter of Credit Applicants may exercise all remedies permitted by the letter of credit agreement or at law or in equity, subject to a subordination agreement with the bank. In consideration for the promissory noteholders subordinating their security interests in collateral of the Company in favor of Supporting Letter of Credit Applicants, the Company issued to the promissory note holders warrants to purchase an aggregate of 4,090,000 shares of common stock at an exercise price of $0.10 per share. The warrants to the Supporting Letter of Credit Applicants and the promissory note holders will expire in May 2012.

On June 29, 2009, the Company amended the loan and security agreement with the commercial bank to extend the maturity date to July 14, 2009. On July 13, 2009, the maturity date was further amended to August 14, 2009 and the credit limit was reduced to $4,000.

On August 13, 2009, the Company entered into a non-binding term sheet with the Company's existing lender to modify the existing loan and security agreement. Under the proposed terms of the new agreement, the Company will finance certain eligible U.S. and Canadian accounts receivable, as defined, up to a maximum $4,000. Borrowings will bear interest at the bank's prime rate plus 3.42% per annum. The interest rate may increase by approximately 0.72% if the Company's monthly quick ratio is less than half percent. The Company will be obligated to repay each loan advance on the earliest of the date on which the financed receivable payment is received or the date to which the financed receivable becomes ineligible or 90 days past due. The new agreement will have a maturity date of February 5, 2010 which will be extended to March 31, 2010 if the expiration date of the letter of credit is extended to April 30, 2010 (or later) by no later than December 31, 2009. The Supporting Letter of Credit Applicants have agreed to provide the Company with the extension of the expiration date of the letter of credit. The new agreement also has a commitment fee of $17.5 and is subject to a minimum monthly interest fee of $4. Borrowings will be secured by all assets and intellectual property of the Company.

On August 13, 2009, the maturity date of borrowings under the existing agreement was extended to September 15, 2009. The Company expects to complete the new agreement on or before September 15, 2009.

F-25

EX-10.16 2 a2194100zex-10_16.htm EXHIBIT 10.16

Exhibit 10.16

FIFTEENTH AMENDMENT
TO
LOAN AND SECURITY AGREEMENT

THIS FIFTEENTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of this 13th day of August, 2009, by and between SILICON VALLEY BANK (“Bank”) and XPLORE TECHNOLOGIES CORPORATION OF AMERICA, a Delaware corporation (“Borrower”) whose address is 14000 Summit Drive, Suite 900, Austin, Texas 78728.

RECITALS

A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of September 15, 2005, as amended by that certain First Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of November 28, 2005, that certain Letter amending Loan and Security Agreement by and between Bank and Borrower dated as of March 30, 2006, that certain Second Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of May 15, 2006, that certain Third Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of February 28, 2007, that certain Fourth Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of March 28, 2008, that certain Fifth Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of May 27, 2008, that certain Sixth Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of August 6, 2008, that certain Seventh Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of August 29, 2008, that certain Eighth Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of September 30, 2008, that certain Ninth Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of March 30, 2009, that certain Tenth Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of April 10, 2009, that certain Eleventh Amendment to Loan and Security Agreement between Bank and Borrower dated as of April 24, 2009, that certain Twelfth Amendment to Loan and Security Agreement between Bank and Borrower dated as of May 29, 2009, that certain Thirteenth Amendment to Loan and Security Agreement between Bank and Borrower dated as of June 29, 2009 and that certain Fourteenth Amendment to Loan and Security Agreement between Bank and Borrower dated as of July 13, 2009 (as the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).

B. Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

C. Borrower has requested that Bank amend the Loan Agreement to extend the maturity date.

D. Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

2. Amendment to Loan Agreement.

2.1 Schedule Section 9 (MATURITY DATE (Section 6.1)). The Maturity Date in Section 9 of the Schedule to the Loan Agreement is amended in its entirety and replaced with the following:

“September 15, 2009”

3. Limitation of Amendment.

3.1 The amendment set forth in Section 2 is effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document.

3.2 This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

4. Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

4.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

4.2 Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

4.3 The organizational documents of Borrower delivered to Bank with the Sixth Amendment to Loan and Security Agreement remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

4.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;

4.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;

4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, except as already has been obtained or made; and

4.7 This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such

enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

5. Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

6. Effectiveness. This Amendment shall be deemed effective upon (i) the due execution and delivery to Bank of this Amendment by each party hereto and (ii) the payment by Borrower to Bank of an amendment fee in the amount of $1,800.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

BANK		BORROWER

Silicon Valley Bank		XPLORE TECHNOLOGIES
		CORPORATION OF AMERICA

By:	/s/ Tom Makowski	By:	/s/ Michael J. Rapisand
Name:	Tom Makowski	Name:	Michael J. Rapisand
Title:	Relationship Manager	Title:	Chief Financial Officer

EX-10.23 3 a2194100zex-10_23.htm EXHIBIT 10.23

Exhibit 10.23

FOURTH AMENDMENT TO LEASE AGREEMENT

THIS FOURTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered on and to be effective as of March 1, 2009, by and between BAILARD AUSTIN II, LIMITED PARTNERSHIP, a Texas limited partnership, as lessor (“Lessor”), and XPLORE TECHNOLOGIES CORP., a Delaware corporation, as lessee (“Lessee”).

R E C I T A L S

WHEREAS, Sealy Summit Tech L.P. (“Original Lessor”), predecessor in interest to Lessor, and Xplore Technologies Corp., a corporation formed under the laws of Canada (“Original Lessee”), predecessor in interest to Lessee, entered into that certain Lease Agreement dated April 10, 2003, as amended by (a) that certain First Amendment to Lease dated as of May 18, 2003 (the “First Amendment”), by and between Original Lessor and Original Lessee; (b) that certain Second Amendment of Lease dated as of May 26, 2004 (the “Second Amendment”), by and between Original Lessor and Original Lessee; and (c) that certain Third Amendment of Lease dated as of June 29, 2004 (the “Third Amendment”), by and between Original Lessor and Original Lessee (as amended, the “Lease”), pursuant to which Lessee leases from Lessor certain industrial space known as Suite 900 (the “Leased Premises”) at 14000 Summit Drive, Austin, Texas, in the building known as 14000 Summit (the “Building”); and

WHEREAS, Lessee has requested to reduce the rent payable under the Lease for the remainder of the current term of the Lease and to extend such term, and Lessor and Lessee desire to set forth the terms and conditions upon which the Lease will be modified and extended.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Lessor and Lessee hereby agree that the Lease should be, and hereby is, amended as follows:

1. Term of Lease. The Term of the Lease (as defined in the Lease) is hereby extended to August 31, 2014, and the term “Expiration Date” (as defined in the Lease) shall be amended accordingly. As used herein, the term “Extended Term” shall mean the period from September 1, 2009 through August 31, 2014. Notwithstanding anything to the contrary contained in the Lease, Lessor and Lessee acknowledge and agree that the Second Amendment extended the Term of the Lease through August 31, 2009. Any references in the Second Amendment or Third Amendment to “July 31, 2009” and “July 2009” were meant to read “August 31, 2009” and “August 2009”, respectively.

2. Base Rent. Base Monthly Rent (as defined in the Lease) shall be amended as follows:

Time Period	Base Monthly Rent

March 1, 2009 through February 28, 2011	$	10,621.73

March 1, 2011 through February 29, 2012	$	13,656.51

March 1, 2012 through February 28, 2013	$	14,306.82

March 1, 2013 through August 31, 2014	$	14,740.36

3. Exhibit A. The site plan attached as Exhibit A to the Lease is hereby deleted in its entirety, and the site plan attached as Exhibit A to this Amendment shall be substituted therefor.

4. Improvements to Leased Premises. Lessee hereby accepts the Leased Premises for the Extended Term in its as-is condition, and Lessor shall have no obligation to make any improvements thereto in connection with this Amendment, except that Lessor shall complete those leasehold improvements (the “Leasehold Improvements”) described in the estimate dated April 16, 2009, attached hereto as Exhibit B (the “Approved Scope of Work”), which Approved Scope of Work has been agreed to by Lessor and Lessee. Lessor shall complete the Leasehold Improvements by hiring a contractor to install or construct the Leasehold Improvements in accordance with the Approved Scope of Work and by coordinating such work with Lowell Christensen, Lessee’s Director of Operations. Lessor agrees to use diligent good faith efforts to complete the Leasehold Improvements on or before July 31, 2009, so long as Lessee takes all steps necessary to prevent interference with Lessor’s completion of the Leasehold Improvements. Any work (labor or materials) outside the scope of the Approved Scope of Work shall be at Lessee’s sole cost and expense.

5. Lessor’s Address for Payments and Notices.

(a) Lessor’s address for the payment of rent, as set forth in Article 4.A. of the Lease, is hereby amended to read as follows:

“Bailard Austin II, Limited Partnership, DBA Sealy Summit Tech Center, Dept. 6304, Los Angeles, CA 90084-6304”

(b) Lessor’s address for notices, as set forth in Article 32 of the Lease, is hereby amended to read as follows:

“LESSOR:

Bailard Austin II, Limited Partnership

c/o RREEF Management Company

1406 Halsey Way, Suite 110

Carrollton, TX 75007”

The additional address for copies of all notices to Lessor, as set forth in Section 2.02 of the First Amendment, is hereby deleted in its entirety.

6. Lessee’s Insurance. Article 9 of the Lease is hereby deleted in its entirety, and the following is hereby substituted therefor:

“9. LESSEE’S INSURANCE

Lessee shall keep in force throughout the Term: (a) a Commercial General Liability insurance policy or policies to protect the Lessor Entities against any liability to the public or to any invitee of Lessee or a Lessor Entity incidental to the use of or resulting from any accident occurring in or upon the Leased Premises with a limit of not less than $1,000,000 per occurrence and not less than $2,000,000 in the annual aggregate, or such larger amount as Lessor may prudently require from time to time, covering bodily injury and property damage liability and $2,000,000 products/completed operations aggregate; (b) Business Auto Liability covering non-owned and hired vehicles with a limit of not less than $1,000,000 per accident; (c) Worker’s Compensation Insurance with limits as required by statute with Employers Liability with limits of $100,000 each accident, $500,000 disease policy limit, $100,000 disease—each employee; (d) All Risk or Special Form coverage protecting Lessee against loss of or damage to Lessee’s alterations, additions, improvements, carpeting, floor coverings, panelings, decorations, fixtures, inventory and other business personal property situated in or about the Leased Premises to the full replacement value of the property so insured; (e) Business Interruption Insurance with limit of liability representing loss of at least approximately six (6) months of income; and (f) Excess Liability in the amount of $6,000,000.

The aforesaid policies shall (a) be provided at Lessee’s expense; (b) name the Lessor Entities as additional insureds (General Liability) and loss payee (PropertyCSpecial Form); (c) be issued by an insurance company with a minimum Best’s rating of ‘A-:VII’ during the Term; and (d) provide that said insurance shall not be canceled unless thirty (30) days prior written notice (ten days for non-payment of premium) shall have been given to Lessor; a certificate of Liability insurance on ACORD Form 25 and a certificate of Property insurance on ACORD Form 28 shall be delivered to Lessor by Lessee upon the Commencement Date and at least thirty (30) days prior to each renewal of said insurance.

Whenever Lessee shall undertake any alterations, additions or improvements in, to or about the Leased Premises (‘Work’) the aforesaid insurance protection must extend to and include injuries to persons and damage to property arising in connection with such Work, without limitation including liability under any applicable structural work act, and such other insurance as Lessor shall require; and the policies of or certificates evidencing such insurance must be delivered to Lessor prior to the commencement of any such Work.

It is the intent of both parties to this Lease that all insurance, primary and umbrella, purchased by Lessee in compliance with this Lease, will be primary to any other insurance owned, secured, or in place by Lessor, which insurance shall not be called upon by Lessee’s insurer to contribute in any way. Lessee shall secure endorsements to this effect from all insurers of such policies.”

7. Proportionate Share. Lessor and Lessee acknowledge and agree that the term “Proportionate Share”, as defined in Article 30 of the Lease, is hereby amended to mean 21.19%, calculated using the current total rentable square footage of the Building of 102,284 square feet.

8. Renewal Option. Any and all renewal options presently set forth in the Lease, including, without limitation, the renewal option set forth in Exhibit F to the Lease, are hereby deleted in their entireties.

9. Expansion Options. The expansion options set forth in Exhibit G to the Lease and in Paragraph 9 and Exhibit “A” to the Second Amendment are hereby deleted in their entireties.

10. Parking. Paragraph 8 of the Second Amendment is hereby deleted in its entirety. In lieu thereof, Lessee and its employees, customers and other invitees shall have the exclusive right to use, without separate charge through the expiration of the Extended Term, one (1) parking space designated on the site plan attached hereto as Exhibit C and incorporated herein by reference, subject to (i) all reasonable rules and regulations promulgated by Lessor in its reasonable discretion, and (ii) rights of ingress and egress of other tenants of the Building. Lessor shall not be responsible for enforcing Lessee’s parking rights against any third parties or for marking or otherwise designating in any way such space for Lessee’s exclusive use. Lessee may, upon Lessor’s prior written approval of Lessee’s plans and specifications therefor, mark or stripe that space to which Lessee has exclusive rights.

11. Ratification and Assumption by Lessee. Lessee hereby represents and warrants to Lessor that Lessee is the successor in interest to Original Lessee, and that Lessee has previously assumed and agreed to pay and perform all of Original Lessee’s obligations under the Lease.

12. Financial Statements and Credit Reports. At Lessor’s request, Lessee shall deliver to Lessor a copy, certified by an officer of Lessee as being a true and correct copy, of Lessee’s most recent audited financial statement, or, if unaudited, certified by Lessee’s chief financial officer as being true, complete and correct in all material respects. Lessee hereby authorizes Lessor to obtain one or more credit reports on Lessee at any time, and shall execute such further authorizations as Lessor may reasonably require in order to obtain a credit report.

13. Lessee’s Authority. If Lessee signs as a corporation, partnership, trust or other legal entity, each of the persons executing this Amendment on behalf of Lessee represents and warrants that Lessee has been and is qualified to do business in the state in which the Leased Premises are

located, that the entity has full right and authority to enter into this Amendment, and that all persons signing on behalf of the entity were authorized to do so by appropriate actions.

Lessee hereby represents and warrants that neither Lessee, nor any persons or entities holding any legal or beneficial interest whatsoever in Lessee, are (i) the target of any sanctions program that is established by Executive Order of the President or published by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”); (ii) designated by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App. §5, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56, Executive Order 13224 (September 23, 2001) or any Executive Order of the President issued pursuant to such statutes; or (iii) named on the following list that is published by OFAC: “List of Specially Designated Nationals and Blocked Persons.” If the foregoing representation is untrue at any time during the Term, a Default (as defined in the Lease) will be deemed to have occurred, without the necessity of notice to Lessee.

14. Brokerage Commissions. Each of the parties hereto represents and warrants to the other that it has not dealt with any broker or finder in connection with this Amendment, except Stream Realty Company and Jackson & Cooksey.

15. Effectiveness. Except as modified herein, all other terms and conditions of the Lease shall remain unchanged and shall continue in full force and effect. Lessee knows of no Default (or any event which with notice and/or lapse of time could become a Default) by Lessor or Lessee under the Lease as of the date of this Amendment. All conditions and agreements under the Lease to be satisfied or performed by Lessor have been satisfied and performed, including, without limitation, all requirements with respect to any leasehold improvements or allowances therefor, free rent, and any other payments or economic incentives.

16. Time and Governing Law. Time is of the essence of this Amendment and all of its provisions. The laws of the State of Texas and of the United States of America shall govern the rights, remedies, and duties of the parties hereto and the validity, construction, enforcement, and interpretation hereof.

17. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

18. Illegality. If any provision of this Amendment is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable; this Amendment shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom.

19. Limited Liability. Redress for any claim against Lessor under this Amendment or the Lease shall be limited to and enforceable only against and to the extent of Lessor’s interest in the

Building. The obligations of Lessor under this Amendment and the Lease are not intended to be and shall not be personally binding on, nor shall any resort be had to the private properties of, any of its or its investment manager’s trustees, directors, officers, partners, beneficiaries, members, stockholders, employees, or agents, and in no case shall Lessor be liable to Lessee hereunder for any lost profits, damage to business, or any form of special, indirect or consequential damages.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

LESSOR:

BAILARD AUSTIN II, LIMITED PARTNERSHIP, a Texas limited partnership

By:	Bailard Austin General Partner II, Inc., a Texas corporation, its general partner


	By:
	Name:	Joseph D. Akers, CCIM
	Title:	Vice President
	Date:	, 2009

LESSEE:

XPLORE TECHNOLOGIES CORP., a Delaware corporation


By:
Name:
Title:
Date:	, 2009

EXHIBIT A - SPACE LOCATION

attached to and made a part of Fourth Amendment to Lease Agreement

dated effective as of March 1, 2009, between

Bailard Austin II, Limited Partnership, a Texas limited partnership, as Lessor,

and Xplore Technologies Corp., a Delaware corporation, as Lessee

14000 Summit Drive, Suite 900, Austin, Texas, containing approximately 21,677 square feet

Exhibit A is intended only to show the general location of the Leased Premises as of the date of execution of the Fourth Amendment to Lease Agreement. It does not in any way supersede any of Lessor’s rights set forth with respect to arrangements and/or locations of public parts of the Building and changes in such arrangements and/or locations. It is not to be scaled; any measurements or distances shown should be taken as approximate.

Lessor

Lessee

EXHIBIT B - APPROVED SCOPE OF WORK

attached to and made a part of Fourth Amendment to Lease Agreement

dated effective as of March 1, 2009, between

Bailard Austin II, Limited Partnership, a Texas limited partnership, as Lessor,

and Xplore Technologies Corp., a Delaware corporation, as Lessee

SEE ATTACHED ONE (1) PAGE

Lessor

Lessee

Construction Cost Breakd

Xplore

4/16/2009

TRADE		NOTES	I.E	COST

Electrical	-	Un switch hi-bay lights - add (2) rows of 80’ long strip lighting. - Reswitch	-	$	8,500.00
HVAC	-		-
Insulation	-	Add Insualtion to (5) Roll-up doors	-	$	1,875.00
Painting	-	Fix & Fill Grout lines in floor	-	$	350.00
Flooring	-		-
	-		-
Doors Frames & Hdwr.	-	Add (4) new door sweeps	-	$	250.00
Drywall & Metal Std.	-	Replace 2 boxes of ceiling tile TO space.	-	$	225.00
Corner guards	-	Install (2) Corner guards	-	$	200.00
Fencing	-	Install owner supplied Fence	-	$	300.00
Parking Lot Sign	-	Add Sign for President	-	$	400.00
			-
			-
			-
	Cost to relamp High Bay lights witht new T-5 $300 each		-
			-
			-
			-
			-
			-
			-
			-
			-
			-
			-
			-	$	250.00
	0	*Sub Total*	-	$	12,350.00

GENERAL CONSTRUCTION COST

General Clean - Up	Weeks	DAILY CLEAN - UP AND DUST CONTROL	-	$	0.00
Trash Dumpster	0 Dumps	DUMPSTER - PERMITS - SPACE RENTAL	-	$	0.00
Supervision / Pro. Man.	Weeks	ON SITE SUPERVISION - PROJECT MANAGER	-	$	750.00
Insurance		GENERAL LIABILITY & WORKERS COMP.		$	61.75
		*Sub Total*	-	$	811.75
		Sub Total Cost	-	$	13,161.75
		DCI Fee	-	7		%
		Total Fee Amount	-	$	985.82
		Subtotal	-	$	14,147.57
		8.25% Tax	-	$	1,167.17

		*Total Base Bid*	-	$	15,314.74

Landlord

Tenant

EXHIBIT C - PARKING

attached to and made a part of Fourth Amendment to Lease Agreement

dated effective as of March 1, 2009, between

Bailard Austin II, Limited Partnership, a Texas limited partnership, as Lessor,

and Xplore Technologies Corp., a Delaware corporation, as Lessee

Lessor

Lessee

EX-10.31 4 a2194100zex-10_31.htm EXHIBIT 10.31

Exhibit 10.31

XPLORE TECHNOLOGIES CORP.

2009 STOCK INCENTIVE PLAN

(Adopted by the Board of Directors on July 28, 2009)

Table of Contents

		Page

SECTION 1.	ESTABLISHMENT AND PURPOSE	1
SECTION 2.	DEFINITIONS	1
(a)	“Affiliate”	1
(b)	“Award”	1
(c)	“Board of Directors”	1
(d)	“Business Combination”	1
(e)	“Change of Control”	1
(f)	“Code”	3
(g)	“Committee”	3
(h)	“Corporate Transaction”	3
(i)	“Corporation”	3
(j)	“Consultant”	3
(k)	“Director”	3
(l)	“Effective Date”	3
(m)	“Employee”	4
(n)	“Exchange Act”	4
(o)	“Exercise Price”	4
(p)	“Fair Market Value”	4
(q)	“Incumbent Board”	4
(r)	“ISO”	4
(s)	“Nonstatutory Option” or “NSO”	4
(t)	“Offeree”	5
(u)	“Option”	5
(v)	“Optionee”	5
(w)	“Outstanding Common Stock”	5
(x)	“Outstanding Voting Securities”	5
(y)	“Parent”	5
(z)	“Participant”	5
(aa)	“Person”	5
(bb)	“Plan”	5
(cc)	“Purchase Price”	5
(dd)	“Restricted Share”	5
(ee)	“Restricted Share Agreement”	5

(ff)	“Restricted Stock Unit”	5
(gg)	“Restricted Stock Unit Agreement”	5
(hh)	“SAR”	6
(ii)	“SAR Agreement”	6
(jj)	“Service”	6
(kk)	“Share”	6
(ll)	“Stock”	6
(mm)	“Stock Option Agreement”	6
(nn)	“Subsidiary”	6
SECTION 3.	ADMINISTRATION	6
(a)	Committee Composition	6
(b)	Committee for Non-Officer Grants	6
(c)	Committee Responsibilities	7
SECTION 4.	ELIGIBILITY	8
(a)	General Rule	8
(b)	Ten-Percent Stockholders	8
(c)	Attribution Rules	8
(d)	Outstanding Stock	9
SECTION 5.	STOCK SUBJECT TO PLAN	9
(a)	Basic Limitation	9
(b)	Award Limitation	9
(c)	Additional Shares	9
SECTION 6.	TERMS AND CONDITIONS OF OPTIONS	9
(a)	Stock Option Agreement	9
(b)	Number of Shares	10
(c)	Exercise Price	10
(d)	Withholding Taxes	10
(e)	Exercisability and Term	10
(f)	Exercise of Options	10
(g)	Effect of Change of Control	10
(h)	No Rights as a Stockholder	11
(i)	Restrictions on Transfer of Shares	11
(j)	Buyout Provisions	11
SECTION 7.	RESTRICTED SHARES	11
(a)	Restricted Share Agreement	11
(b)	Payment for Awards	11
(c)	Vesting	11

(d)	Voting and Dividend Rights	11
(e)	Restrictions on Transfer of Shares	12
SECTION 8.	PAYMENT FOR SHARES	12
(a)	General Rule	12
(b)	Surrender of Stock	12
(c)	Services Rendered	12
(d)	Cashless Exercise	12
(e)	Exercise/Pledge	12
(f)	Promissory Note	12
(g)	Other Forms of Payment	12
(h)	Limitations under Applicable Law	13
SECTION 9.	STOCK APPRECIATION RIGHTS	13
(a)	SAR Agreement	13
(b)	Number of Shares	13
(c)	Exercise Price	13
(d)	Exercisability and Term	13
(e)	Effect of Change of Control	13
(f)	Exercise of SARs	13
(g)	Modification or Assumption of SARs	13
(h)	Buyout Provisions	14
SECTION 10.	RESTRICTED STOCK UNITS	14
(a)	Restricted Stock Unit Agreement	14
(b)	Payment for Awards	14
(c)	Vesting Conditions	14
(d)	Voting and Dividend Rights	14
(e)	Form and Time of Settlement of Restricted Stock Units	14
(f)	Death of Recipient	15
(g)	Creditors’ Rights	15
SECTION 11.	ADJUSTMENT OF SHARES; CORPORATE TRANSACTIONS	15
(a)	Adjustments	15
(b)	Dissolution or Liquidation	15
(c)	Corporate Transactions	16
(d)	Reservation of Rights	17
SECTION 12.	AWARDS UNDER OTHER PLANS	17
SECTION 13.	LEGAL AND REGULATORY REQUIREMENTS	17
SECTION 14.	WITHHOLDING TAXES	17
(a)	General	17

iii

(b)	Share Withholding	18
SECTION 15.	TRANSFERABILITY OF AWARDS	18
SECTION 16.	NO EMPLOYMENT RIGHTS	18
SECTION 17.	APPLICABLE LAW	18
SECTION 18.	DURATION AND AMENDMENTS	18
(a)	Term of the Plan	18
(b)	Right to Amend or Terminate the Plan	18
(c)	Effect of Termination	19
SECTION 19.	EXECUTION	20

XPLORE TECHNOLOGIES CORP.

2009 STOCK INCENTIVE PLAN

SECTION 1. ESTABLISHMENT AND PURPOSE.

The Plan was adopted by the Board of Directors on July 28, 2009, and shall be effective retroactively to June 10, 2009. The purpose of the Plan is to promote the long-term success of the Corporation and the creation of stockholder value by (a) encouraging Employees, Directors and Consultants to focus on strategic long-range objectives, (b) encouraging the attraction and retention of Employees, Directors and Consultants with exceptional qualifications and (c) aligning the interests of Employees, Directors and Consultants with those of stockholders through increased stock ownership and equity based compensation. The Plan seeks to achieve this purpose by providing for Awards in the form of Options (which may constitute ISOs or NSOs), Restricted Shares, Restricted Stock Units, and SARs.

SECTION 2. DEFINITIONS.

(a) “Affiliate” shall mean any Person that directly or indirectly controls, is controlled by, or is under common control with the Corporation.

(b) “Award” shall mean any award of an Option, Restricted Shares, Restricted Stock Units, or a SAR under the Plan.

(c) “Board of Directors” shall mean the Board of Directors of the Corporation, as constituted from time to time.

(d) “Business Combination” shall mean a merger or consolidation involving the Corporation.

(e) “Change of Control” shall mean the occurrence of any of the following events:

(i) Upon consummation of a Business Combination unless, following such Business Combination,

(A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock (or common equity) and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation or other entity resulting from such Business Combination (including a corporation or other entity which as a result of such transaction owns the Corporation either directly or through one or more subsidiaries),

(B) no Person (excluding any corporation or other entity resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Corporation or a Subsidiary or such other corporation or other entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then outstanding shares of common stock (or common equity) of the corporation or other entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation or other entity except to the extent that such ownership is based on the beneficial ownership, directly or indirectly, of Outstanding Common Stock or Outstanding Voting Securities immediately prior to the Business Combination, and

(C) at least a majority of the members of the board of directors (or similar governing body) of the corporation or other entity resulting from such Business Combination were members of the Board of Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

(ii) Upon the consummation of the sale, lease or exchange of all or substantially all of the assets of the Corporation; or

(iii) On the date that individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual who becomes a member of the Board of Directors on or subsequent to the day immediately following the Effective Date whose election, or nomination for election by the Corporation’s stockholders, was approved by a vote of at least a majority of the members of the Board of Directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for purposes of this proviso, any such individual whose appointment to the Board of Directors occurs as a result of an actual or threatened election contest with respect to the election or removal of a member or members of the Board of Directors, an actual or threatened solicitation of proxies or consents or any other actual or threatened action by, or on behalf of, any Person other than the Incumbent Board; or

(iv) Upon the acquisition on or after the date of the Effective Date by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either:

(A) the then Outstanding Common Stock, or

(B) the combined voting power of the Outstanding Voting Securities;

provided, however, that the following acquisitions shall not be deemed to be covered by this subparagraph (iv):

(x) any acquisition of Outstanding Common Stock or Outstanding Voting Securities by or at the direction of the Corporation or any Subsidiary,

(y) any acquisition of Outstanding Common Stock or Outstanding Voting Securities by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any Subsidiary, or

(z) any acquisition of Outstanding Common Stock or Outstanding Voting Securities by any Person pursuant to a transaction which complies with clauses (A), (B) and (C) of Section 2(e)(i) of this Plan; or

(v) Upon the approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.

For avoidance of doubt, a Change of Control does not occur solely because a Person beneficially owns, directly or indirectly, 30% or more of Outstanding Common Stock or Outstanding Voting Securities as of the Effective Date.

(f) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(g) “Committee” shall mean the Compensation Committee as designated by the Board of Directors, which is authorized to administer the Plan, as described in Section 3 hereof.

(h) “Consultant” shall mean a consultant or advisor who provides bona fide services to the Corporation, a Parent, a Subsidiary or an Affiliate as an independent contractor (not including service as a member of the Board of Directors) or a member of the board of directors of a Parent or a Subsidiary, in each case who is not an Employee.

(i) “Corporate Transaction” shall mean an event that constitutes a “Change of Control” pursuant to subsection (i), subsection (ii) or subsection (iv) of Section 2(e); provided, however, that solely for purposes of this definition, the words “30% or more” in subsection (iv) of Section 2(e) shall be replaced with the words “more than 50%”.

(j) “Corporation” shall mean Xplore Technologies Corp., a Delaware corporation.

(k) “Director” shall mean a member of the Board of Directors.

(l) “Effective Date” shall mean June 10, 2009, provided that the Plan is approved by the Corporation’s stockholders at any time within twelve months after such date. Upon approval of the Plan by the stockholders of the Corporation, all Awards granted on or after the Effective Date shall be fully effective as if such stockholders had approved the Plan on the Effective Date. If the stockholders of the Corporation do not approve the Plan within twelve months after the Effective Date, any Awards granted shall be null and void and of no effect.

(m) “Employee” shall mean any individual who is a common-law employee of the Corporation, a Parent, a Subsidiary or an Affiliate.

(n) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(o) “Exercise Price” shall mean (a) in the case of an Option, the amount for which one Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement (or the addendum thereto), and (b) in the case of a SAR, an amount, as specified in the applicable SAR Agreement (or the addendum thereto), which is subtracted from the Fair Market Value of one Share in determining the amount payable upon exercise of such SAR.

(p) “Fair Market Value” with respect to a Share, shall mean the market price of one Share, determined by the Committee or the Board of Directors as follows:

(i) If the Stock is listed on the New York Stock Exchange, Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital Market or another national securities exchange and sales prices are regularly reported for the Stock, then the Fair Market Value shall be equal to the closing selling price as quoted on such exchange (or the exchange with the greatest volume of trading in the Common Stock) on such date, or if such date is not a trading day, on the most recent trading day immediately prior to such date;

(ii) If closing selling prices are not regularly reported for the Stock as described in clause (i), but bid and asked prices for the Common Stock are regularly reported on the OTC Bulletin Board or another regulated quotation service, then the Fair Market Value shall be the arithmetic mean between the closing or last bid and asked prices for the Common Stock on such date, or if such date is not a trading day or there are no bid and asked prices for such date, on the most recent trading day immediately prior to such date on which bid and asked prices are available; or

(iii) If the foregoing provisions are not applicable, then the Fair Market Value shall be determined by the Committee or the Board of Directors in good faith on such basis as it deems appropriate.

In all cases, the determination of Fair Market Value by the Committee or the Board of Directors shall be conclusive and binding on all persons.

(q) “Incumbent Board” shall mean the individuals who constitute the Board of Directors as of 11:59 p.m. (Central) on the Effective Date.

(r) “ISO” shall mean an employee incentive stock option described in Section 422 of the Code.

(s) “Nonstatutory Option” or “NSO” shall mean an employee stock option that is not an ISO.

(t) “Offeree” shall mean an individual to whom the Committee or the Board of Directors has offered the right to acquire Shares under the Plan (other than upon exercise of an Option).

(u) “Option” shall mean an ISO or NSO granted under the Plan and entitling the holder to purchase Shares.

(v) “Optionee” shall mean an individual or estate who holds an Option or SAR.

(w) “Outstanding Common Stock” shall mean the outstanding shares of Stock.

(x) “Outstanding Voting Securities” shall mean the outstanding voting securities of the Corporation entitled to vote generally in the election of members of the Board of Directors.

(y) “Parent” shall mean any corporation or other entity (other than the Corporation) in an unbroken chain of corporations or other entities ending with the Corporation, if each of the corporations or other entities other than the Corporation owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation or other entity that attains the status of a Parent on a date after the adoption of the Plan shall be a Parent commencing as of such date.

(z) “Participant” shall mean an individual or estate who holds an Award.

(aa) “Person” shall mean any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).

(bb) “Plan” shall mean this Xplore Technologies Corp. 2009 Stock Incentive Plan, as amended from time to time.

(cc) “Purchase Price” shall mean the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option), as specified by the Committee or the Board of Directors.

(dd) “Restricted Share” shall mean a Share awarded under the Plan and subject to the terms, conditions and restrictions set forth in a Restricted Share Agreement.

(ee) “Restricted Share Agreement” shall mean the agreement between the Corporation and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Shares.

(ff) “Restricted Stock Unit” shall mean a bookkeeping entry representing the Corporation’s obligation to deliver one Share (or distribute cash) on a future date in accordance with the provisions of a Restricted Stock Unit Agreement.

(gg) “Restricted Stock Unit Agreement” shall mean the agreement between the Corporation and the recipient of a Restricted Stock Unit that contains the terms, conditions and restrictions pertaining to such Restricted Stock Unit.

(hh) “SAR” shall mean a stock appreciation right granted under the Plan.

(ii) “SAR Agreement” shall mean the agreement between the Corporation and an Optionee that contains the terms, conditions and restrictions pertaining to his or her SAR.

(jj) “Service” shall mean service as an Employee, Consultant or Director, subject to such further limitations as may be set forth in the Plan or the applicable Stock Option Agreement, Restricted Share Agreement, Restricted Stock Unit Agreement or SAR Agreement. Service does not terminate when an Employee goes on a bona fide leave of absence that was approved by the Corporation in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, for purposes of determining whether an Option is has ISO status, an Employee’s employment will be treated as terminating 90 days after such Employee went on leave unless such Employee’s right to return to active work is guaranteed by law or by a contract. Service terminates in any event when the approved leave ends unless such Employee immediately returns to active work. The Corporation shall be entitled to determine in its sole discretion which leaves of absence count toward Service and when Service terminates for all purposes under the Plan.

(kk) “Share” shall mean one share of Stock.

(ll) “Stock” shall mean the common stock of the Corporation, par value $0.001 per share.

(mm) “Stock Option Agreement” shall mean the agreement between the Corporation and an Optionee that contains the terms, conditions and restrictions pertaining to such Option.

(nn) “Subsidiary” shall mean any corporation or other entity if the Corporation or one or more other Subsidiaries own not less than 50% of the total combined voting power of all classes of outstanding stock (or equity) of such corporation or other entity. A corporation or other entity that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

SECTION 3. ADMINISTRATION.

(a) Committee Composition. The Plan shall be administered by the Board of Directors or a Committee appointed by the Board of Directors. The Committee shall consist of two or more members of the Board of Directors. In addition, to the extent required by the Board of Directors, the composition of the Committee shall satisfy (i) such requirements as the Securities and Exchange Commission may establish for administrators acting under plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act; and (ii) such requirements as the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for exemption under Section 162(m)(4)(C) of the Code.

(b) Committee for Non-Officer Grants. The Board of Directors may also appoint one or more separate committees of the Board of Directors, each composed of one or more members of the Board of Directors who need not satisfy the requirements of Section 3(a), who may administer the Plan with respect to Employees who are not considered officers or directors of the

Corporation under Section 16 of the Exchange Act, may grant Awards under the Plan to such Employees and may determine all terms of such grants. Within the limitations of the preceding sentence, any reference in the Plan to the Committee shall include such committee or committees appointed pursuant to the preceding sentence.

To the extent permitted by applicable laws, the Board of Directors may also authorize one or more officers of the Corporation to designate Employees, other than persons subject to Section 16 of the Exchange Act, to receive Awards and to determine the number of such Awards to be received by such Employees; provided, however, that the Board of Directors shall specify the aggregate limit (i.e., the number of Shares underlying all such Awards) and the individual limit (i.e., the number of Shares underlying any individual Award so granted) that such officer or officers may so award in any calendar year.

(c) Committee Responsibilities. Subject to the provisions of the Plan, the Committee or Board of Directors shall have full authority and discretion to take the following actions:

(i) To interpret the Plan and to apply its provisions;

(ii) To adopt, amend or rescind rules, procedures and forms relating to the Plan;

(iii) To adopt, amend or terminate sub-plans established for the purpose of satisfying applicable foreign laws, including qualifying for preferred tax treatment under applicable foreign tax laws;

(iv) To authorize any person to execute, on behalf of the Corporation, any instrument required to carry out the purposes of the Plan;

(v) To determine when Awards are to be granted under the Plan;

(vi) To select the Offerees and Optionees;

(vii) To determine the number of Shares to be made subject to each Award;

(viii) To prescribe the terms and conditions of each Award, including the Exercise Price, the Purchase Price, the performance criteria, the performance period, and the vesting or duration of the Award (including accelerating the vesting of Awards, either at the time of the Award or thereafter, without the consent of the Participant), to determine whether an Option is to be classified as an ISO or as a NSO, and to specify the provisions of the agreement relating to such Award;

(ix) To amend any outstanding Award agreement, subject to applicable legal restrictions and to the consent of the Participant if the Participant’s rights or obligations would be materially impaired;

(x) To prescribe the consideration for the grant of each Award or other right under the Plan and to determine the sufficiency of such consideration;

(xi) To determine the disposition of each Award or other right under the Plan in the event of a Participant’s divorce or dissolution of marriage;

(xii) To determine whether Awards under the Plan will be granted in replacement of other grants under an incentive or other compensation plan of an acquired business;

(xiii) To correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award agreement;

(xiv) To establish or verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Award; and

(xv) To take any other actions deemed necessary or advisable for the administration of the Plan.

Notwithstanding the authority granted under this provision, to the extent an Award is intended to qualify for the exemption under Section 162(m)(4)(C) of the Code, as determined by the Committee or Board of Directors, only a Committee that satisfies the requirements of Treasury Regulations Section 1.162-27(e)(3) shall (i) make such Award, and (ii) if such Award requires the attainment of a performance goal as condition to the making, vesting or settlement of the Award, set the applicable performance goal and certify the extent to which it is attained.

Subject to the requirements of applicable law, the Committee or Board of Directors may designate persons other than members of the Committee to carry out its responsibilities and may prescribe such conditions and limitations as it may deem appropriate, except that the Committee or Board of Directors may not delegate its authority with regard to the selection for participation of or the granting of Awards under the Plan to persons subject to Section 16 of the Exchange Act. All decisions, interpretations and other actions of the Committee or Board of Directors shall be final and binding on all Participants, and all persons deriving their rights from a Participant. No member of the Committee or Board of Directors shall be liable for any action that he or she has taken or has failed to take in good faith with respect to the Plan or any Award.

SECTION 4. ELIGIBILITY.

(a) General Rule. Only Employees shall be eligible for the grant of ISOs. Only Employees, Consultants and Directors shall be eligible for the grant of NSOs, Restricted Shares, Restricted Stock Units or SARs.

(b) Ten-Percent Stockholders. An Employee who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Corporation, a Parent or Subsidiary shall not be eligible for the grant of an ISO unless such grant satisfies the requirements of Section 422(c)(5) of the Code.

(c) Attribution Rules. For purposes of Section 4(b) above, in determining stock ownership, an Employee shall be deemed to own the stock owned, directly or indirectly, by or

for such Employee’s brothers, sisters, spouse, ancestors and lineal descendants. Stock owned, directly or indirectly, by or for a corporation, partnership, estate or trust shall be deemed to be owned proportionately by or for its stockholders, partners or beneficiaries.

(d) Outstanding Stock. For purposes of Section 4(b) above, “outstanding stock” shall include all stock actually issued and outstanding immediately after the grant but shall not include shares authorized for issuance under outstanding options held by the Employee or by any other person.

SECTION 5. STOCK SUBJECT TO PLAN.

(a) Basic Limitation. Shares offered under the Plan shall be authorized but unissued Shares or treasury Shares. The aggregate number of Shares authorized for issuance as Awards under the Plan shall not exceed 19,400,000 Shares. The limitation of this Section 5(a) shall be subject to adjustment pursuant to Section 11. The number of Shares that are subject to Awards outstanding at any time under the Plan shall not exceed the number of Shares which then remain available for issuance under the Plan. The Corporation, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.

(b) Award Limitation. Subject to the provisions of Section 11, no Participant may receive Awards under the Plan in any calendar year that relate to more than 8,000,000 Shares.

(c) Additional Shares. If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Shares or Restricted Stock Units, is forfeited to or repurchased by the Corporation due to failure to vest, the unpurchased Shares (or for Awards other than Options or SARs the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to SARs, only Shares actually issued pursuant to a SAR will cease to be available under the Plan; all remaining Shares under SARs will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Shares or Restricted Stock Units are repurchased by the Corporation or are forfeited to the Corporation, such Shares will become available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan.

SECTION 6. TERMS AND CONDITIONS OF OPTIONS.

(a) Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Corporation. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Committee or Board of Directors deems appropriate for inclusion in a Stock Option Agreement. The Stock Option Agreement shall specify whether the Option is an ISO or an NSO. The

provisions of the various Stock Option Agreements entered into under the Plan need not be identical. Options may be granted in consideration of a reduction in the Optionee’s other compensation.

(b) Number of Shares. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option (subject to adjustment in accordance with Section 11).

(c) Exercise Price. Each Stock Option Agreement shall specify the Exercise Price. The Exercise Price of an ISO shall not be less than 100% of the Fair Market Value of a Share on the date of grant, except as otherwise provided in Section 4(b). Subject to the foregoing in this Section 6(c), the Exercise Price under any Option shall be determined by the Committee or Board of Directors at their discretion. The Exercise Price shall be payable in one of the forms described in Section 8.

(d) Withholding Taxes. As a condition to the exercise of an Option, the Optionee shall make such arrangements as the Corporation may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such exercise. The Optionee shall also make such arrangements as the Corporation may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with the disposition of Shares acquired by exercising an Option.

(e) Exercisability and Term. Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable. The Stock Option Agreement shall also specify the term of the Option; provided, however, that the term of an ISO shall in no event exceed 10 years from the date of grant (five years for Employees described in Section 4(b)). A Stock Option Agreement may provide for accelerated exercisability in the event of the Optionee’s death, disability, or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s Service. Options may be awarded in combination with SARs, and such an Award may provide that the Options will not be exercisable unless the related SARs are forfeited. Subject to the foregoing in this Section 6(e), the Committee or Board of Directors at their discretion shall determine when all or any installment of an Option is to become exercisable and when an Option is to expire.

(f) Exercise of Options. Each Stock Option Agreement shall set forth the extent to which the Optionee shall have the right to exercise the Option following termination of the Optionee’s Service with the Corporation and its Subsidiaries, and the right to exercise the Option of any executors or administrators of the Optionee’s estate or any person who has acquired such Option(s) directly from the Optionee by bequest or inheritance. Such provisions shall be determined in the discretion of the Committee or Board of Directors, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.

(g) Effect of Change of Control. The Committee or Board of Directors may determine, at the time of granting an Option or thereafter, that such Option shall become exercisable as to all or part of the Shares subject to such Option upon a Change of Control.

(h) No Rights as a Stockholder. An Optionee, or a permitted transferee of an Optionee, shall have no rights as a stockholder of the Corporation with respect to any Shares covered by the Option until the date of the issuance of the Shares underlying the Option upon a valid exercise thereof.

(i) Restrictions on Transfer of Shares. Any Shares issued upon exercise of an Option shall be subject to such special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Committee or Board of Directors may determine. Such restrictions shall be set forth in the applicable Stock Option Agreement and shall apply in addition to any general restrictions that may apply to all holders of Shares.

(j) Buyout Provisions. The Committee or Board of Directors may at any time (a) offer to buy out for a payment in cash or cash equivalents an Option previously granted or (b) authorize an Optionee to elect to cash out an Option previously granted, in either case at such time and based upon such terms and conditions as the Committee or Board of Directors shall establish.

SECTION 7. RESTRICTED SHARES.

(a) Restricted Share Agreement. Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Share Agreement between the recipient and the Corporation. Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Share Agreements entered into under the Plan need not be identical. Restricted Shares may be granted in consideration of a reduction in the recipient’s other compensation.

(b) Payment for Awards. Restricted Shares may be sold or awarded under the Plan for such consideration as the Committee or Board of Directors may determine, including cash, cash equivalents, full-recourse promissory notes, past services and future services.

(c) Vesting. Each Award of Restricted Shares may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Share Agreement. A Restricted Share Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement or other events. The Committee or Board of Directors may determine, at the time of granting Restricted Shares or thereafter, that all or part of such Restricted Shares shall become vested upon a Change of Control. Except as may be set forth in a Restricted Share Agreement, vesting of the Restricted Shares shall cease on the termination of the Participant’s Service.

(d) Voting and Dividend Rights. The holders of Restricted Shares awarded under the Plan shall have the same voting, dividend and other rights as the Corporation’s other stockholders. A Restricted Share Agreement, however, may require that the holders of Restricted Shares invest any cash dividends received in additional Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the Award with respect to which the dividends were paid.

(e) Restrictions on Transfer of Shares. Restricted Shares shall be subject to such rights of repurchase, rights of first refusal or other restrictions as the Committee or Board of Directors may determine. Such restrictions shall be set forth in the applicable Restricted Share Agreement and shall apply in addition to any general restrictions that may apply to all holders of Shares.

SECTION 8. PAYMENT FOR SHARES.

(a) General Rule. The entire Exercise Price or Purchase Price of Shares issued under the Plan shall be payable in lawful money of the United States of America at the time when such Shares are purchased, except as provided in Section 8(b) through Section 8(g) below.

(b) Surrender of Stock. To the extent that a Stock Option Agreement so provides, payment may be made in entirety or in part by surrendering, or attesting to the ownership of, Shares which are then owned by the Optionee or his representative. Such Shares shall be valued at their Fair Market Value on the date when the new Shares are purchased under the Plan. The Optionee shall not surrender, or attest to the ownership of, Shares in payment of the Exercise Price if such action would cause the Corporation to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes.

(c) Services Rendered. At the discretion of the Committee or Board of Directors, Shares may be awarded under the Plan in consideration of services rendered to the Corporation or a Subsidiary prior to the award. If Shares are awarded without the payment of a Purchase Price in cash, the Committee or Board of Directors shall make a determination (at the time of the award) of the value of the services rendered by the Offeree and the sufficiency of the consideration to meet the requirements of Section 7(b).

(d) Cashless Exercise. To the extent that a Stock Option Agreement so provides, payment may be made in its entirety or in part by delivery (on a form prescribed by the Corporation) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Corporation in payment of the aggregate Exercise Price.

(e) Exercise/Pledge. To the extent that a Stock Option Agreement so provides, payment may be made in its entirety or in part by delivery (on a form prescribed by the Corporation) of an irrevocable direction to a securities broker or lender to pledge Shares, as security for a loan, and to deliver all or part of the loan proceeds to the Corporation in payment of the aggregate Exercise Price.

(f) Promissory Note. To the extent that a Stock Option Agreement or Restricted Share Agreement so provides, payment may be made in its entirety or in part by delivering (on a form prescribed by the Corporation) a full-recourse promissory note.

(g) Other Forms of Payment. To the extent that a Stock Option Agreement or Restricted Share Agreement so provides, payment may be made in any other form that is consistent with applicable laws, regulations and rules.

(h) Limitations under Applicable Law. Notwithstanding anything herein or in a Stock Option Agreement or Restricted Share Agreement to the contrary, payment may not be made in any form that is unlawful, as determined by the Committee or Board of Directors in their discretion.

SECTION 9. STOCK APPRECIATION RIGHTS.

(a) SAR Agreement. Each grant of a SAR under the Plan shall be evidenced by a SAR Agreement between the Optionee and the Corporation. Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various SAR Agreements entered into under the Plan need not be identical. SARs may be granted in consideration of a reduction in the Optionee’s other compensation.

(b) Number of Shares. Each SAR Agreement shall specify the number of Shares to which the SAR pertains and shall provide for the adjustment of such number in accordance with Section 11.

(c) Exercise Price. Each SAR Agreement shall specify the Exercise Price, which shall not be less than 100% of the Fair Market Value of a Share on the date of grant. A SAR Agreement may specify an Exercise Price that varies in accordance with a predetermined formula while the SAR is outstanding.

(d) Exercisability and Term. Each SAR Agreement shall specify the date when all or any installment of the SAR is to become exercisable. The SAR Agreement shall also specify the term of the SAR. A SAR Agreement may provide for accelerated exercisability in the event of the Optionee’s death, disability or retirement or other events. Except as may be set forth in a SAR Agreement, vesting of the SAR shall cease on the termination of the Participant’s Service. SARs may be awarded in combination with Options, and such an Award may provide that the SARs will not be exercisable unless the related Options are forfeited. A SAR may be included in an ISO only at the time of grant but may be included in an NSO at the time of grant or thereafter. A SAR granted under the Plan may provide that it will be exercisable only in the event of a Change of Control.

(e) Effect of Change of Control. The Committee or Board of Directors may determine, at the time of granting a SAR or thereafter, that such SAR shall become fully exercisable as to all Shares subject to such SAR upon a Change of Control.

(f) Exercise of SARs. Upon exercise of a SAR, the Optionee (or any person having the right to exercise the SAR after his or her death) shall receive from the Corporation (a) Shares, (b) cash or (c) a combination of Shares and cash, as the Committee or Board of Directors shall determine. The amount of cash and/or the Fair Market Value of Shares received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender) of the Shares subject to the SARs exceeds the Exercise Price.

(g) Modification or Assumption of SARs. Within the limitations of the Plan, the Committee or Board of Directors may modify, extend or assume outstanding SARs or may

accept the cancellation of outstanding SARs (whether granted by the Corporation or by another issuer) in return for the grant of new SARs for the same or a different number of shares and at the same or a different exercise price. The foregoing notwithstanding, no modification of a SAR shall, without the consent of the holder, materially impair his or her rights or increase his or her obligations under such SAR.

(h) Buyout Provisions. The Committee or Board of Directors may at any time (a) offer to buy out for a payment in cash or cash equivalents a SAR previously granted, or (b) authorize an Optionee to elect to cash out a SAR previously granted, in either case at such time and based upon such terms and conditions as the Committee or Board of Directors shall establish.

SECTION 10. RESTRICTED STOCK UNITS.

(a) Restricted Stock Unit Agreement. Each grant of Restricted Stock Units under the Plan shall be evidenced by a Restricted Stock Unit Agreement between the recipient and the Corporation. Such Restricted Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Stock Unit Agreements entered into under the Plan need not be identical. Restricted Stock Units may be granted in consideration of a reduction in the recipient’s other compensation.

(b) Payment for Awards. To the extent that an Award is granted in the form of Restricted Stock Units, no cash consideration shall be required of the Award recipients.

(c) Vesting Conditions. Each Award of Restricted Stock Units may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Unit Agreement. A Restricted Stock Unit Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement or other events. The Committee or Board of Directors may determine, at the time of granting Restricted Stock Units or thereafter, that all or part of such Restricted Stock Units shall become vested in the event that a Change of Control occurs with respect to the Corporation.

(d) Voting and Dividend Rights. The holders of Restricted Stock Units shall have no voting rights. Prior to settlement or forfeiture, any Restricted Stock Unit awarded under the Plan may, at the discretion of the Committee or Board of Directors, carry with it a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all cash dividends paid on one Share for each Restricted Stock Unit that is outstanding. Dividend equivalents may be converted into additional Restricted Stock Units. Settlement of dividend equivalents may be made in the form of cash, in the form of Shares, or in a combination of both. Prior to distribution, any dividend equivalents which are not paid shall be subject to the same conditions and restrictions (including, without limitation, any forfeiture conditions) as the Restricted Stock Units to which they attach.

(e) Form and Time of Settlement of Restricted Stock Units. Settlement of vested Restricted Stock Units may be made in the form of (a) cash, (b) Shares or (c) any combination of both, as determined by the Committee or Board of Directors. The actual number of Restricted

Stock Units eligible for settlement may be larger or smaller than the number included in the original Award, based on predetermined performance factors. Methods of converting Restricted Stock Units into cash may include, without limitation, a method based on the average Fair Market Value of Shares over a series of trading days. A Restricted Stock Unit Agreement may provide that vested Restricted Stock Units may be settled in a lump sum or in installments. A Restricted Stock Unit Agreement may provide that the distribution may occur or commence when all vesting conditions applicable to the Restricted Stock Units have been satisfied or have lapsed, or it may be deferred to any later date. The amount of a deferred distribution may be increased by an interest factor or by dividend equivalents. Until an Award of Restricted Stock Units is settled, the number of such Restricted Stock Units shall be subject to adjustment pursuant to Section 11.

(f) Death of Recipient. Any Restricted Stock Units that become payable after the recipient’s death shall be distributed to the recipient’s beneficiary or beneficiaries. Each recipient of Restricted Stock Units under the Plan shall designate one or more beneficiaries for this purpose by filing the prescribed form with the Corporation. A beneficiary designation may be changed by filing the prescribed form with the Corporation at any time before the Award recipient’s death. If no beneficiary was designated or if no designated beneficiary survives the Award recipient, then any Restricted Stock Units that become payable after the recipient’s death shall be distributed to the recipient’s estate.

(g) Creditors’ Rights. A holder of Restricted Stock Units shall have no rights other than those of a general creditor of the Corporation. Restricted Stock Units represent an unfunded and unsecured obligation of the Corporation, subject to the terms and conditions of the applicable Restricted Stock Unit Agreement.

SECTION 11. ADJUSTMENT OF SHARES; CORPORATE TRANSACTIONS.

(a) Adjustments. In the event that there occurs a dividend or other distribution of Shares, a dividend in the form of cash or other property that materially affects the Fair Market Value of the Shares, a stock split, a reverse stock split, a split-up, a split-off, a spin-off, a combination or subdivision of Shares or other securities of the Corporation, an exchange of Shares for other securities of the Corporation, or a similar transaction or event that materially affects the Fair Market Value of the Shares, the Committee or Board of Directors, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, shall make appropriate adjustments in:

(i) The numerical limitations set forth in Sections 5(a) and (b);

(ii) The number of Shares covered by all outstanding Awards; and

(iii) The Exercise Price under each outstanding Option and SAR.

(b) Dissolution or Liquidation. To the extent not previously exercised or settled, all outstanding Awards shall terminate immediately prior to the dissolution or liquidation of the Corporation.

(c) Corporate Transactions. In the event of a Corporate Transaction, subject to any vesting acceleration provisions in an Award agreement, outstanding Awards shall be treated in the manner provided in the agreement relating to the Corporate Transaction (including as the same may be amended). Such agreement shall not be required to treat all Awards or individual types of Awards similarly in the Corporate Transaction; provided, however, that such agreement shall provide for one of the following with respect to all outstanding Awards (as applicable):

(i) The continuation of the outstanding Award by the Corporation, if the Corporation is a surviving corporation;

(ii) The assumption of the outstanding Award by the surviving corporation or its parent or subsidiary;

(iii) The substitution by the surviving corporation or its parent or subsidiary of its own award for the outstanding Award;

(iv) Full exercisability or vesting and accelerated expiration of the outstanding Award, followed by the cancellation of such Award;

(v) The cancellation of an outstanding Option or SAR and a payment to the Optionee equal to the excess of (i) the Fair Market Value of the Shares subject to such Option or SAR (whether or not such Option or SARs is then exercisable or such Shares are then vested) as of the closing date of such Corporate Transaction over (ii) its aggregate Exercise Price. Such payment may be made in the form of cash, cash equivalents, or securities of the surviving corporation or its parent with a Fair Market Value equal to the required amount. Such payment may be made in installments and may be deferred until the date or dates when such Option or SAR would have become exercisable or such Shares would have vested. Such payment may be subject to vesting based on the Optionee’s continuing Service, provided that the vesting schedule shall not be less favorable to the Optionee than the schedule under which such Option or SAR would have become exercisable or such Shares would have vested (including any vesting acceleration provisions). If the Exercise Price of the Shares subject to any Option or SAR exceeds the Fair Market Value of the Shares subject thereto, then such Option or SAR may be cancelled without making a payment to the Optionee with respect thereto. For purposes of this Subsection (v), the Fair Market Value of any security shall be determined without regard to any vesting conditions that may apply in connection with such security; or

(vi) The cancellation of an outstanding Restricted Stock Unit and a payment to the Participant equal to the Fair Market Value of the Shares subject to such Restricted Stock Unit (whether or not such Restricted Stock Unit is then vested) as of the closing date of such Corporate Transaction. Such payment may be made in the form of cash, cash equivalents, or securities of the surviving corporation or its parent with a Fair Market Value equal to the required amount. Such payment may be made in installments and may be deferred until the date or dates when such Restricted Stock Unit would have vested. Such payment may be subject to vesting based on the Participant’s continuing

Service, provided that the vesting schedule shall not be less favorable to the Participant than the schedule under which such Restricted Stock Unit would have vested (including any vesting acceleration provisions). For purposes of this Subsection (vi), the Fair Market Value of any security shall be determined without regard to any vesting conditions that may apply in connection with such security.

(d) Reservation of Rights. Except as provided in Section 11, a Participant shall have no rights by reason of the occurrence of (or relating to) any Corporate Transaction, any transaction described in Section 11(a), or any transaction that results in an increase or decrease in the number of shares of stock of any class of the Corporation. Any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, Awards. The grant of an Award pursuant to the Plan shall not affect in any way the right or power of the Corporation to effect any Corporate Transaction, any transaction described in Section 11(a), any dissolution or liquidation of the Corporation or any transaction that results in an increase or decrease in the number of shares of stock of any class of the Corporation.

SECTION 12. AWARDS UNDER OTHER PLANS.

The Corporation may grant awards under other plans or programs. Such awards may be settled in the form of Shares issued under this Plan. Such Shares shall be treated for all purposes under the Plan like Shares issued in settlement of Restricted Stock Units and shall, when issued, reduce the number of Shares available under Section 5.

SECTION 13. LEGAL AND REGULATORY REQUIREMENTS.

Shares shall not be issued under the Plan unless the issuance and delivery of such Shares complies with (or is exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations and the regulations of any stock exchange on which the Corporation’s securities may then be listed, and the Corporation has obtained the approval or favorable ruling from any governmental agency which the Corporation determines is necessary or advisable. The Corporation shall not be liable to a Participant or other persons as to: (a) the non-issuance or sale of Shares as to which the Corporation has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Corporation’s counsel to be necessary to the lawful issuance and sale of any Shares under the Plan; and (b) any tax consequences expected, but not realized, by any Participant or other person due to the receipt, exercise or settlement of any Award granted under the Plan.

SECTION 14. WITHHOLDING TAXES.

(a) General. To the extent required by applicable federal, state, local or foreign law, a Participant or his or her successor shall make arrangements satisfactory to the Corporation for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Corporation shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied.

(b) Share Withholding. The Corporation may, in its discretion, permit a Participant to satisfy all or part of his or her withholding or income tax obligations by having the Corporation withhold all or a portion of any Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Shares that he or she previously acquired. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. In no event may a Participant have Shares withheld that would otherwise be issued to him or her in excess of the number necessary to satisfy the legally required minimum tax withholding.

SECTION 15. TRANSFERABILITY OF AWARDS.

Unless the agreement evidencing an Award (or an amendment thereto authorized by the Committee or Board of Directors) expressly provides otherwise, no Award granted under this Plan, nor any interest in such Award, may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner (prior to the vesting and lapse of any and all restrictions applicable to Shares issued under such Award), other than by will or the laws of descent and distribution, incident to divorce, or pursuant to a domestic relations order, if applicable; provided, however, that an ISO may be transferred or assigned only to the extent consistent with Section 422 of the Code. Any purported sale, assignment, conveyance, gift, pledge, hypothecation or transfer in violation of this Section 15(a) shall be void and unenforceable against the Corporation.

SECTION 16. NO EMPLOYMENT RIGHTS.

No provision of the Plan, nor any Award granted under the Plan, shall be construed to give any person any right to become, to be treated as, or to remain an Employee. The Corporation and its Subsidiaries reserve the right to terminate any person’s Service at any time and for any reason, with or without notice.

SECTION 17. APPLICABLE LAW.

The Plan shall be construed and enforced in accordance with the law of the State of Delaware, without reference to its principles of conflicts of law.

SECTION 18. DURATION AND AMENDMENTS.

(a) Term of the Plan. The Plan, as set forth herein, shall terminate automatically on June 9, 2019 and may be terminated on any earlier date pursuant to Subsection (b) below.

(b) Right to Amend or Terminate the Plan. The Board of Directors may amend or terminate the Plan at any time and from time to time. Rights and obligations under any Award granted before amendment of the Plan shall not be materially impaired by such amendment, except with consent of the Participant. An amendment of the Plan shall be subject to the approval of the Corporation’s stockholders only to the extent required by applicable laws, regulations or rules.

(c) Effect of Termination. No Awards shall be granted under the Plan after the termination thereof. The termination of the Plan shall not affect Awards previously granted under the Plan.

[Remainder of this page intentionally left blank]

SECTION 19. EXECUTION.

To record the adoption of the Plan by the Board of Directors, the Corporation has caused its authorized officer to execute the same.

	XPLORE TECHNOLOGIES CORP.


	By	/s/ Michael J. Rapisand

	Name	Michael J. Rapisand

	Title	Chief Financial Officer & Corporate Secretary

XPLORE TECHNOLOGIES CORP.
2009 STOCK INCENTIVE PLAN

NOTICE OF STOCK OPTION GRANT

You have been granted the following Option to purchase Common Stock of XPLORE TECHNOLOGIES CORP. (the “Corporation”) under the Corporation’s 2009 Stock Incentive Plan (the “Plan”):

Name of Optionee:	[Name of Optionee]

Total Number of Option Shares Granted:	[Total Number of Shares]

Type of Option:	o Incentive Stock Option

	o Nonstatutory Stock Option

Exercise Price Per Share:	$[ ] (The Exercise Price per Share of an ISO shall not be less than one hundred percent (100%) of the Fair Market Value. If Optionee is a Ten-Percent Stockholder, the Exercise Price per Share of an ISO must be at least one hundred ten percent (110%) of Fair Market Value.)

Grant Date:	[Date of Grant]

Vesting Commencement Date:	[Vesting Commencement Date]

Vesting Schedule:	This Option becomes exercisable with respect to one-third (1/3) of the Shares subject to this Option, respectively, for each of the three successive 12-month periods of continuous Service as an Employee, Director or Consultant beginning as of the Vesting Commencement Date.

Expiration Date:	[Expiration Date] This Option expires earlier if your Service terminates earlier, as described in the Stock Option Agreement.

By your signature and the signature of the Corporation’s representative below, you and the Corporation agree that this Option is granted under and governed by the terms and conditions of the Plan and the Stock Option Agreement (the “Agreement”), both of which are attached to and made a part of this document.

By signing this document you further agree that the Corporation may deliver by e-mail all documents relating to the Plan or this Award (including without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Corporation is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Corporation may deliver these documents by posting them on a website maintained by the Corporation or by a third party under contract with the Corporation. If the Corporation posts these documents on a website, it will notify you by e-mail.

OPTIONEE:		XPLORE TECHNOLOGIES CORP.


		By:
Optionee’s Signature

		Title:
Optionee’s Printed Name

XPLORE TECHNOLOGIES CORP.
2009 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT

Tax Treatment		This Option is intended to be an incentive stock option under Section 422 of the Internal Revenue Code or a nonstatutory option, as provided in the Notice of Stock Option Grant. Even if this Option is designated as an incentive stock option (ISO), it shall be deemed to be a nonstatutory option (NSO) to the extent required by the $100,000 annual limitation under Section 422(d) of the Internal Revenue Code.

Vesting		This Option becomes exercisable in installments, as shown in the Notice of Stock Option Grant. This Option will in no event become exercisable for additional Shares after your Service as an Employee or a Consultant has terminated for any reason.

Term		This Option expires in any event at the close of business at Corporation headquarters on the day before the 10th anniversary of the Grant Date, as shown on the Notice of Stock Option Grant (5th anniversary for a more than 10% stockholder as provided under the Plan if this is an incentive stock option). This Option may expire earlier if your Service terminates, as described below.

Regular Termination		If your Service terminates for any reason except death or “Total and Permanent Disability” (as defined below), then this Option will expire at the close of business at Corporation headquarters on the date three (3) months after the date your Service terminates (or, if earlier, the Expiration Date). The Corporation determines when your Service terminates for this purpose and all purposes under the Plan and its determinations are conclusive and binding on all persons.

Death		If your Service terminates because of death, then this Option will expire at the close of business at Corporation headquarters on the date 12 months after the date your Service terminates (or, if earlier, the Expiration Date). During that period of up to 12 months, your estate or heirs may exercise the Option.

Disability		If your Service terminates because of your Total and Permanent Disability, then this Option will expire at the close of business at Corporation headquarters on the date 12 months after the date your Service terminates (or, if earlier, the Expiration Date).

		“Total and Permanent Disability” means you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Corporation.

Leaves of Absence	For purposes of this Option, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Corporation in writing and if continued crediting of Service is required by the terms of the leave or by applicable law. But your Service terminates when the approved leave ends, unless you immediately return to active work.

	If you go on a leave of absence, then the vesting schedule specified in the Notice of Stock Option Grant may be adjusted in accordance with the Corporation’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Stock Option Grant may be adjusted in accordance with the Corporation’s part-time work policy or the terms of an agreement between you and the Corporation pertaining to your part-time schedule.

Restrictions on Exercise	The Corporation will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance and sale of the Corporation stock pursuant to this Option shall relieve the Corporation of any liability with respect to the non-issuance or sale of the Corporation stock as to which such approval shall not have been obtained.

Notice of Exercise	When you wish to exercise this Option you must provide a Notice of Exercise form in accordance with such procedures as are established by the Corporation and communicated to you from time to time. Any notice of exercise must specify how many Shares you wish to purchase and how your Shares should be registered. The notice of exercise will be effective when it is received by the Corporation. If someone else wants to exercise this Option after your death, that person must prove to the Corporation’s satisfaction that he or she is entitled to do so.

Form of Payment	When you submit your Notice of Exercise form, you must include payment of the Option exercise price for the Shares you are purchasing. Payment may be made by your personal check, a cashier’s check or a money order. With the Corporation’s consent and subject to the Corporation’s sole discretion, payment may be made in the following alternative form(s):

	·	Certificates for Shares that you own, along with any forms needed to effect a transfer of those Shares to the Corporation. The value of the Shares, determined as of the effective date of the Option exercise, will be applied to the Option exercise price. Instead of surrendering Shares, you may attest to the ownership of those Shares on a form provided by the Corporation and have the same number of Shares subtracted from the Shares issued to you upon exercise of the Option. However, you may not surrender, or attest to the ownership of Shares in payment of

		the exercise price if your action would cause the Corporation to recognize a compensation expense (or additional compensation expense) with respect to this Option for financial reporting purposes.

	·	By delivery on a form approved by the Corporation of an irrevocable direction to a securities broker approved by the Corporation to sell all or part of the Shares that are issued to you when you exercise this Option and to deliver to the Corporation from the sale proceeds an amount sufficient to pay the Option exercise price and any withholding taxes. The balance of the sale proceeds, if any, will be delivered to you. The directions must be given by providing a notice of exercise form approved by the Corporation.

	·	By delivery on a form approved by the Corporation of an irrevocable direction to a securities broker or lender approved by the Corporation to pledge Shares that are issued to you when you exercise this Option as security for a loan and to deliver to the Corporation from the loan proceeds an amount sufficient to pay the Option exercise price and any withholding taxes. The directions must be given by providing a notice of exercise form approved by the Corporation.

	·	Any other form permitted by the Committee or the Board of Directors in their discretion.

	Notwithstanding the foregoing, payment may not be made in any form that is unlawful, as determined by the Committee or the Board of Directors in their discretion.

Withholding Taxes and Stock Withholding	You will not be allowed to exercise this Option unless you make arrangements acceptable to the Corporation to pay any withholding taxes that may be due as a result of this award or the Option exercise. You also authorize the Corporation, or your actual employer, to satisfy all withholding obligations of the Corporation or your actual employer from your wages or other cash compensation payable to you by the Corporation or your actual employer.

Restrictions on Resale	You agree not to sell any Shares at a time when applicable laws, Corporation policies or an agreement between the Corporation and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Corporation may specify.

Transfer of Option	Only you can exercise this Option prior to your death. You may not sell, transfer, assign, pledge or otherwise dispose of this Option, other than as designated by you by will or by the laws of descent and distribution, incident to a divorce, or pursuant to a domestic relations order. For instance, you may not use this Option as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may in any event dispose of this Option in your will.

	The Committee or the Board of Directors will allow you to transfer this

		Option only if both you and the transferee(s) execute the forms prescribed by the Committee, which include the consent of the transferee(s) to be bound by this Agreement.

Retention Rights		Neither your Option nor this Agreement gives you the right to be employed or retained by the Corporation or a subsidiary of the Corporation in any capacity. The Corporation and its subsidiaries reserve the right to terminate your Service at any time, with or without cause.

Stockholder Rights		Your Options carry neither voting rights nor rights to dividends. You, or your estate or heirs, have no rights as a stockholder of the Corporation unless and until you have exercised this Option by giving the required notice to the Corporation and paying the exercise price. No adjustments will be made for dividends or other rights if the applicable record date occurs before you exercise this Option, except as described in the Plan.

Adjustments		In the event of a stock split, a stock dividend or a similar change in Corporation Shares, the number of Shares covered by this Option and the exercise price per Share shall be adjusted pursuant to the Plan.

Successors and Assigns		The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by, the Corporation’s successors and assigns. Your rights and obligations under this Agreement may only be assigned with the prior written consent of the Corporation.

Notice		Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Corporation’s records or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto.

Applicable Law		This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to their choice-of-law provisions).

The Plan and Other Agreements		The text of the Plan is incorporated in this Agreement by reference. In the event of any inconsistency between the Plan and this Agreement, the Plan shall govern. All capitalized terms in the Agreement shall have the meanings assigned to them in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Corporation regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded. This Agreement may be amended only by another written agreement, signed by both parties.

BY SIGNING THE NOTICE OF STOCK OPTION GRANT

ATTACHED TO THIS AGREEMENT,

YOU AGREE TO ALL OF THE TERMS AND CONDITIONS

DESCRIBED ABOVE AND IN THE PLAN.

XPLORE TECHNOLOGIES CORP.
2009 STOCK INCENTIVE PLAN

NOTICE OF EXERCISE OF STOCK OPTION

You must sign this Notice on the last page
before submitting it to the Corporation

OPTIONEE INFORMATION:

Name:			Social Security Number:

Address:			Employee Number:

OPTION INFORMATION:

Date of Grant: , 20	Type of Stock Option:
Exercise Price per Share: $	o	Nonstatutory (NSO)
Total number of Shares of XPLORE TECHNOLOGIES CORP. (the “Corporation”) covered by option:	o	Incentive (ISO)

EXERCISE INFORMATION:

Number of Shares of the Corporation for which option is being exercised now: . (These Shares are referred to below as the “Purchased Shares.”)

Total exercise price for the Purchased Shares: $

Form of payment enclosed:

o	Check for $ , payable to “Xplore Technologies Corp.”

Name(s) in which the Purchased Shares should be registered
[please check one box]:

o	In my name only

o	In the names of my spouse and myself as community property	My spouse’s name (if applicable):

o	In the names of my spouse and myself as joint tenants with the right of survivorship

o	In the name of an eligible revocable trust	Full legal name of revocable trust:


The certificate for the Purchased Shares should be sent to the following address:

ACKNOWLEDGMENTS:

1.		I understand that all sales of Purchased Shares are subject to compliance with the Corporation’s policy on securities trades.

2.		I hereby acknowledge that I received and read a copy of the prospectus describing the Corporation’s 2009 Stock Incentive Plan and the tax consequences of an exercise.

3.		In the case of a nonstatutory option (NSO), I understand that I must recognize ordinary income equal to the spread between the fair market value of the Purchased Shares on the date of exercise and the exercise price. I further understand that I am required to pay withholding taxes at the time of exercising a nonstatutory option.

4.		In the case of an incentive stock option (ISO), I agree to promptly notify the Corporation if I dispose of the Purchased Shares before I have met both of the tax holding periods applicable to incentive stock options (that is, if I make a disqualifying disposition).

5.		I acknowledge that the Corporation has encouraged me to consult my own adviser to determine the form of ownership that is appropriate for me. In the event that I choose to transfer my Purchased Shares to a trust that does not satisfy the requirements of the Internal Revenue Service (i.e., a trust that is not an eligible revocable trust), I also acknowledge that the transfer will be treated as a “disposition” for incentive stock option tax purposes. As a result, the favorable incentive stock option tax treatment will be unavailable and other unfavorable tax consequences may occur.

SIGNATURE AND DATE:


			, 20

XPLORE TECHNOLOGIES CORP.
2009 STOCK INCENTIVE PLAN

NOTICE OF RESTRICTED SHARE AWARD

You have been granted the following Restricted Shares of Common Stock of XPLORE TECHNOLOGIES CORP. (the “Corporation”) under the Corporation’s 2009 Stock Incentive Plan (the “Plan”):

Date of Grant:		[Date of Grant]

Name of Recipient:		[Name of Recipient]

Total Number of Shares
Granted:		[Total Shares]

Fair Market Value per Share:		$[Value per Share]

Total Fair Market Value
of Award:		$[Total Value]

Vesting Commencement Date:		April 1, 2009

Vesting Schedule:		One hundred percent (100%) of the Shares subject to this Award vest as of March 31, 2010, provided that the recipient’s Service as an Employee, Director or Consultant is continuous during the period that begins on the Vesting Commencement Date and ends on March 31, 2010.

By your signature and the signature of the Corporation’s representative below, you and the Corporation agree that these Restricted Shares are granted under and governed by the terms and conditions of the Plan and the Restricted Share Agreement (the “Agreement”), both of which are attached to and made a part of this document.

[NAME OF RECIPIENT]		XPLORE TECHNOLOGIES CORP.


		By:

		Title:

XPLORE TECHNOLOGIES CORP.

2009 STOCK INCENTIVE PLAN

RESTRICTED SHARE AGREEMENT

Payment for Shares		No cash payment is required for the Shares you receive. You are receiving the Shares in consideration for Services rendered by you.

Vesting		The Shares that you are receiving will not vest until the date(s) specified on the Notice of Restricted Share Award. Therefore, if you are subject to U.S. federal income tax, you should consider making an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (“83(b) Election”), a form for which is attached as Exhibit A to this Agreement. The 83(b) Election must be filed within thirty (30) days of the Date of Grant.

		YOU SHOULD CONSULT A TAX AND/OR FINANCIAL ADVISOR BEFORE FILING AN 83(b) ELECTION.

		Except as provided below, no Shares vest after your Service as an Employee, Director or Consultant has terminated for any reason.

Vesting upon Death or Termination Not for Cause		In the event of your death or your “Termination Not for Cause” (as defined below), a portion of the Shares subject to this Agreement shall vest on a pro rata basis. For this purpose, the pro ration shall be determined by multiplying the number of Shares granted herein by a fraction the numerator of which is the number of months of your Service during the twelve (12)-month period beginning on the Vesting Commencement Date specified on the Notice of Restricted Share Award and the denominator of which is twelve (12), and rounding down to the next whole number.

		“Termination Not for Cause” means a Corporation-initiated separation from Service for reason other than willful misconduct or activity deemed detrimental to the interests of the Corporation, provided that you execute a general release acceptable to the Corporation.

Shares Restricted		Unvested Shares will be considered “Restricted Shares.” Except to the extent permitted by the Committee or the Board of Directors, you may not sell, transfer, assign, pledge or otherwise dispose of Restricted Shares.

Forfeiture		If your Service terminates for any reason, then your Restricted Shares will be forfeited to the extent that they have not vested before the termination date and do not vest as a result of termination. This means that the unvested Restricted Shares will immediately revert to the Corporation and the certificate(s) for those Shares shall be

		delivered to the Corporation properly endorsed for transfer (but such Shares will be deemed forfeited whether or not the certificate(s) therefor have been delivered). You receive no payment for Restricted Shares that are forfeited. The Corporation determines when your Service terminates for this purpose and all purposes under the Plan and its determinations are conclusive and binding on all persons.

		Any Shares or other property (including money paid other than as an ordinary cash dividend) issued as a dividend or other distribution on, in exchange for or upon the conversion of such unvested Restricted Shares are subject to these forfeiture provisions along with such Shares. Such Shares or other property, together with your unvested Restricted Shares, are termed “Subject Shares.”

Escrow of Shares		To ensure that your Subject Shares are delivered to the Corporation in the event that the Forfeiture provisions apply, you agree that upon issuance, the certificate(s) for the Subject Shares shall be deposited with the Escrow Agent named in the Joint Escrow Instructions attached as Exhibit B, together with an Assignment Separate from Certificate executed by you (with date and number of shares in blank) in the form attached as Exhibit C. The certificate(s) evidencing your Subject Shares and the Assignment Separate from Certificate shall be delivered to the Escrow Agent and held under the Joint Escrow Instructions, which shall be delivered to the Escrow Agent at the Closing under this Agreement.

Leaves of Absence		For purposes of this award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Corporation in writing and if continued crediting of Service is required by the terms of the leave or by applicable law. But your Service terminates when the approved leave ends, unless you immediately return to active work.

		If you go on a leave of absence, then the vesting schedule specified in the Notice of Restricted Share Award may be adjusted in accordance with the Corporation’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Restricted Share Award may be adjusted in accordance with the Corporation’s part-time work policy or the terms of an agreement between you and the Corporation pertaining to your part-time schedule.

Stock Certificates		The certificates for the Restricted Shares have stamped on them a special legend referring to the forfeiture restrictions. As your vested percentage increases, you may request (at reasonable intervals) that the Corporation release to you a non-legended certificate for your vested Shares.

Shareholder Rights		During the period of time between the date of grant and the date the Restricted Shares become vested, you shall have all the rights of a shareholder with respect to the Restricted Shares except for the right to transfer the Restricted Shares, as set forth above. Accordingly, you shall have the right to vote the Restricted Shares and to receive any cash dividends paid with respect to the Restricted Shares.

Withholding Taxes		No Shares will be released to you unless you have made arrangements acceptable to the Corporation to pay withholding taxes that may be due as a result of this Award or the vesting of the Shares. You also authorize the Corporation, or your actual employer, to satisfy all withholding obligations of the Corporation or your actual employer from your wages or other cash compensation payable to you by the Corporation or your actual employer.

Restrictions On Resale		You agree not to sell any Shares at a time when applicable laws, Corporation policies or an agreement between the Corporation and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Corporation may specify.

No Retention Rights		Neither your award nor this Agreement gives you the right to be employed or retained by the Corporation or a subsidiary of the Corporation in any capacity. The Corporation and its subsidiaries reserve the right to terminate your Service at any time, with or without cause.

Adjustments to Stock		In the event of a stock split, a stock dividend or a similar change in Shares, or a merger or a reorganization of the Corporation, the number of Shares covered by this Agreement may be adjusted pursuant to the Plan.

Additional or Exchanged Securities and Property		The Restricted Shares subject to this Agreement shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Corporation is subject to such corporate activity. Any securities or other property issued as a dividend or other distribution on, in exchange for or upon the conversion of Restricted Shares (including money paid other than as an ordinary cash dividend) shall be subject to the provisions of this Agreement, including the forfeiture provisions and escrow requirement, and such provisions may be enforced by the Corporation’s successors.

Successors and Assigns		The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by, the Corporation’s successors and assigns. Your rights and obligations under this Agreement may only be

		assigned with the prior written consent of the Corporation.

Notice		Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Corporation’s records or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto.

Applicable Law		This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to their choice-of-law provisions).

The Plan and Other Agreements		The text of the Plan is incorporated in this Agreement by reference. In the event of any inconsistency between the Plan and this Agreement, the Plan shall govern. Certain capitalized terms in this Agreement shall have the meanings assigned to them in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Corporation regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Agreement may be amended only by another written agreement, signed by both parties.

BY SIGNING THE NOTICE OF RESTRICTED SHARE AWARD

ATTACHED TO THIS AGREEMENT,

YOU AGREE TO ALL OF THE TERMS AND CONDITIONS

DESCRIBED ABOVE AND IN THE PLAN.

XPLORE TECHNOLOGIES CORP.

2009 STOCK INCENTIVE PLAN

RESTRICTED SHARE AGREEMENT

EXHIBIT A

STEP-BY-STEP INSTRUCTIONS TO
MAKE A SECTION 83(b) ELECTION

WORD OF CAUTION: IF YOU CHOOSE TO FILE A SECTION 83(b) ELECTION, YOU MUST FILE YOUR SECTION 83(b) ELECTION FORM WITH THE IRS NO LATER THAN 30 DAYS FOLLOWING THE DATE OF AWARD. THE 30-DAY DEADLINE IS ABSOLUTE AND CANNOT BE WAIVED UNDER ANY CIRCUMSTANCES. ALSO, ONCE FILED, YOUR SECTION 83(b) ELECTION FORM MAY NOT BE REVOKED, EXCEPT WITH THE CONSENT OF THE IRS (WHICH CONSENT IS GENERALLY DENIED).

THESE INSTRUCTIONS ARE DISTRIBUTED MERELY FOR CONVENIENCE IN THE EVENT YOU CHOOSE TO FILE AN 83(b) ELECTION. THEY SHOULD NOT BE RELIED UPON BY ANY PERSON IN DECIDING WHETHER OR WHEN TO MAKE AN 83(b) ELECTION. EACH PERSON SHOULD CONSULT HIS OR HER OWN TAX ADVISOR REGARDING THESE MATTERS.

Step 1.		Complete and execute the 83(b) Form found on page A-4 of this Exhibit A (the “83(b) Form”). Do not fill in the blank in paragraph 6, which relates to the fair market value of the property at the time of transfer. Submit the 83(b) Form to the Corporation and ask that the Corporation insert the per share fair market value of the shares in paragraph 6 of the 83(b) Form.

Step 2.		Make four copies of the executed and completed 83(b) Form.

Step 3.		Mail to the Internal Revenue Service (a) the cover letter on page A-3 and (b) the original executed 83(b) Form on page A-4. The tax, if any, arising out of your election does not have to be paid until you file your tax return for the taxable year in which you were awarded your Restricted Shares (except to the extent that withholding taxes or estimated taxes are payable). The forms must be filed no later than 30 days following the Date of Award. The 30-day deadline is absolute and cannot be waived under any circumstances. The filing is deemed to be made on the date that the forms are mailed from the post office, i.e., the postmark date. Mail the forms by registered or certified mail, return receipt requested, so that you have proof that you filed the forms within the 30-day period. If you miss the deadline, you will be taxed on your Restricted Shares as they vest (i.e., are no longer be subject to the forfeiture provisions) based on the value of the Restricted Shares at that time. You should seek local tax advice on whether you must make a separate filing with your state of residence.

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Step 4.		Mail or submit a copy of the filing to the Corporation on the same day that you file the 83(b) Form, and make sure that you retain copies of the forms for your records and for filing with your tax returns (see Step 5).

Step 5.		File copies of the forms with your U.S. federal tax (and state tax, if appropriate) returns for the taxable year in which you were awarded your Restricted Shares.

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[Name of Offeree]
[Offeree’s Address]

[Date]

VIA CERTIFIED MAIL

Return Receipt Requested

Receipt [enter receipt # here]

Internal Revenue Service Center

[Appropriate IRS center address]

Re: Election Under Section 83(b) of the Internal Revenue Code

Ladies and Gentlemen:

Enclosed please find an executed form of election under Section 83(b) of the Internal Revenue Code of 1986 relating to the issuance of shares of XPLORE TECHNOLOGIES CORP. Common Stock.

Also enclosed is a copy of the 83(b) election and a stamped, self-addressed envelope. Please acknowledge receipt of these materials by stamping the enclosed copy of the 83(b) election with the date of receipt and returning it to me.

Thank you for your attention to this matter.

Very truly yours,

[Name of Offeree]

Enclosures

cc: Xplore Technologies Corp. w/ encs.

A-3

SECTION 83(b) ELECTION

This statement is being made under Section 83(b) of the Internal Revenue Code of 1986, as amended, pursuant to Treasury Regulation section 1.83-2.

1. The taxpayer who performed the services is:

Name of Offeree:

Offeree’s Address:

Offeree’s Social Security Number:

2. The property with respect to which the election is being made is shares of common stock of XPLORE TECHNOLOGIES CORP., a Delaware corporation (the “Corporation”).

3. The property was transferred on , 20 . (Date of Award)

4. The taxable year in which the election is being made is the calendar year 20 .

5. If for any reason the taxpayer’s service with the Corporation is terminated, the property is subject to forfeiture to the Corporation. The forfeiture condition lapses on March 31, 2010.

6. The Fair Market Value of the property at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) is $ per share.

7. The property was acquired in consideration for past services rendered to the issuer.

8. A copy of this statement was furnished to the Corporation for whom the taxpayer rendered the service underlying the transfer of property.

9. This statement is executed as of , 20 .


Spouse (if any)		[Name of Offeree]: Taxpayer

A-4

XPLORE TECHNOLOGIES CORP.

2009 STOCK INCENTIVE PLAN

RESTRICTED SHARE AGREEMENT

EXHIBIT B

JOINT ESCROW INSTRUCTIONS
, 20

To Secretary
XPLORE TECHNOLOGIES CORP.
[Address of Corporation]

Dear Sir or Madam:

As Escrow Agent for XPLORE TECHNOLOGIES CORP. (the “Corporation”), and [Name of Offeree] (“Offeree”), you are authorized and directed to hold the Assignment Separate from Certificate form(s) executed by Offeree and the certificate(s) of stock representing Offeree’s unvested shares acquired in accordance with the terms of the Restricted Share Agreement (the “Agreement”) entered into between the Corporation and Offeree, in accordance with the following instructions:

(i) In the event that the unvested shares are forfeited pursuant to the forfeiture provisions of the Agreement, Offeree and the Corporation hereby irrevocably authorize and direct you to close the transaction contemplated, and to promptly deliver the stock certificates.

(ii) Upon a forfeiture, you are directed (a) to date the Assignment Separate from Certificate form(s) necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver the form(s), together with the certificate or certificates evidencing the shares to be transferred, to the Corporation. The Corporation shall make no payment to you for the shares that are forfeited pursuant to the Forfeiture Condition.

(iii) Offeree irrevocably authorizes the Corporation to deposit with you any certificates evidencing shares to be held by you under this letter and any additions and substitutions to the shares as defined in the Agreement. Offeree irrevocably appoints you as his or her attorney-in-fact and agent for the term of this escrow to execute, with respect to the shares of stock, all documents necessary or appropriate to make such securities negotiable and to complete any transaction contemplated by these Joint Escrow Instructions. Subject to the provisions of this paragraph (iii) and the Agreement, Offeree shall exercise all rights and privileges, including but not limited to, the right to vote and to receive ordinary cash dividends (if any), of a stockholder of the Corporation while the shares are unvested and held by you.

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(iv) In accordance with the terms of the Agreement, you may, from time to time, deliver to Offeree a certificate or certificates representing shares that are no longer unvested and subject to forfeiture under the Agreement.

(v) This escrow shall terminate upon the release of all shares held under the terms and provisions hereof.

(vi) If at the time of termination of this escrow you should have in your possession any documents, securities or other property belonging to Offeree, you shall deliver them to Offeree and shall be discharged from all further obligations under these Joint Escrow Instructions.

(vii) Your duties under these Joint Escrow Instructions may be altered, amended, modified or revoked only by a writing signed by all of the parties.

(viii) You shall be obligated to perform the duties described in these Joint Escrow Instructions and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act or omission as Escrow Agent or as attorney-in-fact of Offeree while acting in good faith and in the exercise of your own good judgment, and any act or omission by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith.

(ix) You are expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree of any court, you shall not be liable to any of the parties under these Joint Escrow Instructions or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.

(x) You shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for under these Joint Escrow Instructions.

(xi) You shall not be liable for the outlawing of any rights under any statute of limitations with respect to these Joint Escrow Instructions or any documents deposited with you.

(xii) You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations under these Joint Escrow Instructions and may rely upon the advice of such counsel.

(xiii) Your responsibilities as Escrow Agent under these Joint Escrow Instructions shall terminate if you shall cease to be employed by the Corporation or if you shall resign by written

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notice of each party. In the event of any such termination, the Corporation shall appoint any officer of the Corporation as successor Escrow Agent.

(xiv) If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations under these Joint Escrow Instructions, the parties shall furnish such instruments.

(xv) It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by you under these Joint Escrow Instructions, you are authorized and directed to retain in your possession without liability to anyone all or any part of the securities until the dispute is settled either by mutual written agreement of the parties or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected. You are under no duty whatsoever to institute or defend against any such proceedings.

(xvi) Any notice required or permitted under these Joint Escrow Instructions shall be given in writing and will be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties.

(xvii) By signing these Joint Escrow Instructions, you become a party only for the purpose of these Joint Escrow Instructions; you do not become a party to the Agreement.

(xviii) This instrument shall be governed by and construed in accordance with the laws of the State of Delaware.

(xix) This instrument shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

		Very truly yours,

		XPLORE TECHNOLOGIES CORP.


		By

		Its

ESCROW AGENT:		[Name of Offeree] (PURCHASER)



Signature		Signature

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XPLORE TECHNOLOGIES CORP.

2009 STOCK INCENTIVE PLAN

RESTRICTED SHARE AGREEMENT

EXHIBIT C

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED, [Name of Offeree] sells, assigns and transfers to XPLORE TECHNOLOGIES CORP. (the “Corporation”) or its assignee [print the number of shares] ([# of shares]) shares of the Common Stock of the Corporation (the “Shares”), standing in his or her name on the books of the Corporation represented by Certificate No. and irrevocably constitutes and appoints [Name/Title of Escrow Agent] as Attorney to transfer the Shares on the books of the Corporation with full power of substitution in the premises.

Dated: , .

	[NAME OF PURCHASER]



	(Signature)

Spousal Consent (if applicable)

(Offeree’s spouse) indicates by the execution of this Assignment his or her consent to be bound by the terms herein as to his or her interests, whether as community property or otherwise, if any, in the Shares.



	Printed Name



	Signature

INSTRUCTIONS: PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE. THE PURPOSE OF THIS ASSIGNMENT IS TO ENABLE THE CORPORATION TO EXERCISE ITS “RIGHTS” UPON A FORFEITURE AS SET FORTH IN THE RESTRICTED SHARE AGREEMENT WITHOUT REQUIRING ADDITIONAL SIGNATURES.

C-1

EX-31.1 5 a2194100zex-31_1.htm EX-31.1
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Exhibit 31.1

CERTIFICATION

I, Philip S. Sassower, certify that:

1.

I have reviewed this Annual Report on Form 10-K of Xplore Technologies Corp.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b): Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c): Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d): Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrants' fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 14, 2009
By:		/s/ PHILIP S. SASSOWER Philip S. Sassower Chief Executive Officer

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Exhibit 31.1

CERTIFICATION
EX-31.2 6 a2194100zex-31_2.htm EX-31.2
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Exhibit 31.2

CERTIFICATION

I, Michael J. Rapisand, certify that:

1.

I have reviewed this Annual Report on Form 10-K of Xplore Technologies Corp.;

2.

3.

4.

(a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b): Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c): Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d): Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrants' fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 14, 2009
By:		/s/ MICHAEL J. RAPISAND
		Michael J. Rapisand
		Chief Financial Officer

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Exhibit 31.2

CERTIFICATION
EX-32.1 7 a2194100zex-32_1.htm EX-32.1
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Exhibit 32.1

Certification Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K of Xplore Technologies Corp. (the "Company") for the fiscal year ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Philip S. Sassower, as Chief Executive Office of the Company, and Michael J. Rapisand, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of each such officer's knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


By:		/s/ PHILIP S. SASSOWER Philip S. Sassower Chief Executive Officer
Date: August 14, 2009
By:		/s/ MICHAEL J. RAPISAND Michael J. Rapisand Chief Financial Officer
Date: August 14, 2009

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Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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