TENDER AND SUPPORT AGREEMENTTender and Support Agreement • July 5th, 2018 • Xplore Technologies Corp • Computer & office equipment • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 5, 2018 by and among Zebra Technologies Corporation, a Delaware corporation (“Parent”), Wolfdancer Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and each of the undersigned stockholders (the “Stockholders”) of Xplore Technologies Corp., a Delaware corporation (the “Company”).
ADVISORY AGREEMENTAdvisory Agreement • July 5th, 2018 • Xplore Technologies Corp • Computer & office equipment • Delaware
THIS ADVISORY AGREEMENT (“Agreement”) executed on July 3, 2018 and effective as of January 25, 2018 (“Effective Date”), by and between Xplore Technologies Corp. (the “Company”), and Thomas B. Pickens III (“Adviser”) with reference to the following.
RE: Tender and Support Agreement — Expense ReimbursementXplore Technologies Corp • July 5th, 2018 • Computer & office equipment • Delaware
Reference is hereby made to the (i) Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), to be executed concurrently with this letter agreement (this “Letter Agreement”) by and among Zebra Technologies Corporation (“Parent”), Wolfdancer Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Xplore Technologies Corp., a Delaware corporation (the “Company”), and (ii) the Tender and Support Agreement, dated as of the date hereof (the “Tender Agreement”), to be executed concurrently with this Letter Agreement by and among Parent, Merger Sub and each of Phoenix Venture Fund LLC (“Phoenix”) and Andax LLC (together with Phoenix, the “Stockholders”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER AMONG ZEBRA TECHNOLOGIES CORPORATION, WOLFDANCER ACQUISITION CORP. ANDAgreement and Plan of Merger • July 5th, 2018 • Xplore Technologies Corp • Computer & office equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 5, 2018, is among Zebra Technologies Corporation (“Parent”), a Delaware corporation, Wolfdancer Acquisition Corp. (“Sub”), a Delaware corporation and a wholly owned subsidiary of Parent, and Xplore Technologies Corp. (the “Company”), a Delaware corporation.
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • July 5th, 2018 • Xplore Technologies Corp • Computer & office equipment
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (the “Second Amendment”), is entered into effective as of July 3, 2018, by Xplore Technologies Corp., a Delaware corporation (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Rights Agent”).
