X0303 4 2009-07-27 0 0001177845 XPLORE TECHNOLOGIES CORP XLRTE.OB 0001403122 Phoenix Venture Fund LLC 110 EAST 59TH STREET, SUITE 1901 NEW YORK NY 10022 0 0 1 0 Warrant (right to buy) 0.10 2009-07-27 4 J 0 940000 0.10 A 2009-07-27 2012-07-27 Common Stock 940000 46352014 D The reporting person was issued a three-year warrant to purchase 940,000 shares of Xplore Technologies Corp. (the "Issuer") common stock at $0.10 per share in consideration for the reporting person and the purchasers (the "Fall 2008 Purchasers") of promissory notes issued by the Issuer and Xplore Technologies Corporation of America (collectively, the "Borrowers") pursuant to the Note Purchase Agreement, dated as of September 5, 2008, as amended, by and among the Borrowers and the Fall 2008 Purchasers, and the purchasers (the "Spring 2009 Purchasers" and together with the Fall 2008 Purchasers, the "Note Purchasers") of promissory notes issued by the Borrowers pursuant to the Note Purchase Agreement, dated as of February 27, 2009, as amended, by and among the Borrowers and the Spring 2009 Purchasers, subordinating their security interests in collateral of the Borrowers in favor of Philip Sassower and Susan Sassower pursuant to Amendment No.1 to the Note Purchase Agreement dated September 5, 2008 and Amendment No.1 to the Note Purchase Agreement dated February 27, 2009. Consists of (i) the warrant to purchase 940,000 shares of Issuer common stock reported herein, (ii) 31,032,014 shares of Issuer common stock issuable upon conversion of 31,032,014 shares of Series A Convertible Preferred Stock of the Issuer, (iii) 3,320,000 shares of Issuer common stock issuable upon conversion of 3,320,000 shares of Series C Convertible Preferred Stock of the Issuer and (iv) additional warrants to purchase 11,060,000 shares of Issuer common stock. /s/ Andrea Goren 2009-07-30