X0306 4 2012-11-16 0 0001177845 XPLORE TECHNOLOGIES CORP XPLR 0000908269 SASSOWER PHILIP S 110 EAST 59TH STREET, SUITE 1901 NEW YORK NY 10022 1 1 1 0 Chairman & CEO 0001403122 Phoenix Venture Fund LLC 110 EAST 59TH STREET, SUITE 1901 NEW YORK NY 10022 0 0 1 0 0001402688 Phoenix Enterprises Family Fund, LLC 110 EAST 59TH STREET, SUITE 1901 NEW YORK NY 10022 0 0 0 1 Related Party 0001541278 SG Phoenix LLC 110 EAST 59TH STREET, SUITE 1901 NEW YORK NY 10022 0 0 0 1 Related Party Common Stock 2012-11-16 4 P 0 10462 3.698 A 648305 D Common Stock 2012-11-19 4 P 0 5426 3.60 A 653731 D Common Stock 2012-11-19 4 P 0 0 0 A 2965564 I See Footnote Includes shares held of record by Phoenix Venture Fund LLC ("Phoenix") (1,781,071), Phoenix Enterprises Family Fund, LLC ("PEFF")(338,639) and SG Phoenix LLC ("SG")(24,524). Also includes (i) warrants to purchase shares of common stock exercisable within 60 days after November 16, 2012 held by Phoenix (86,000), Mr. Sassower (28,625), PEFF (23,048) and SG (26,875) and (ii) options to purchase shares of common stock exercisable with 60 days after November 16, 2012 held by Mr. Sassower (3,051). Mr. Sassower is the sole managing member of PEFF and a co-manager of Phoenix and SG, entities in which Mr. Sassower shares voting and dispositive power with another co-manager. Mr. Sassower disclaims any beneficial ownership of the shares held by PEFF, Phoenix and SG except to the extent of his pecuniary interest, if any, in such shares. /s/ Philip S. Sassower 2012-11-19 /s/ Phoenix Venture Fund LLC 2012-11-19 /s/ Phoenix Enterprises Family Fund, LLC 2012-11-19 /s/ SG Phoenix LLC 2012-11-19