XPLORE TECHNOLOGIES CORP., XPLORE TECHNOLOGIES CORPORATION OF AMERICA, PHOENIX VENTURE FUND LLC AND EACH OF THE LENDERS LISTED ON SCHEDULE 1 ATTACHED HERETO APRIL 2006 DEBENTURE PURCHASE AGREEMENT April 20, 2006Purchase Agreement • November 14th, 2006 • Xplore Technologies Corp • Ontario
THIS AGREEMENT is made the 20th day of April, 2006, by and among Xplore Technologies Corp., a corporation incorporated under the laws of Canada (the “Corporation”), Xplore Technologies Corporation of America, a corporation incorporated under the laws of Delaware and a wholly-owned subsidiary of the Corporation (the “US Subsidiary”), Phoenix Venture Fund LLC, a limited liability company organized under the laws of the State of Delaware (“Phoenix”) and each of the other lenders listed on Schedule 1 attached to this Agreement (each such lender, a “Lender” and collectively, the “Lenders”).
LEASE AGREEMENTLease Agreement • November 14th, 2006 • Xplore Technologies Corp • Texas
This Lease Agreement (“Lease”), is entered into on the date of the last execution by the parties hereto, between Sealy Summit Tech L.P., a Georgia limited partnership (“LESSOR”); and Xplore Technologies Corporation, a corporation organized under the laws of Canada (“LESSEE”), and includes all pages and exhibits attached hereto and incorporated by reference herein, and all amendments, modifications, renewals, extensions, restatements, additions and deletions subsequently effected pursuant to Article 35 herein.
XPLORE TECHNOLOGIES CORP.2004 Debenture Purchase Agreement • November 14th, 2006 • Xplore Technologies Corp • Ontario
THIS AGREEMENT is made the 17th day of December, 2004, by and among Xplore Technologies Corp., a corporation incorporated under the laws of Canada (the “Corporation”), Phoenix Venture Fund LLC, a limited liability company organized under the laws of the State of Delaware (“Phoenix”) and each of the other lenders listed on Schedule 1 attached to this Agreement (each such lender, a “Lender” and collectively, the “Lenders”).
TURNKEY DESIGN AND MANUFACTURING AGREEMENTTurnkey Design and Manufacturing Agreement • November 14th, 2006 • Xplore Technologies Corp • Texas
THIS TURNKEY DESIGN AND MANUFACTURING AGREEMENT (“Agreement”), effective this 1 day of July 2003 (the “Effective Date”), is made and entered into by and between XPLORE TECHNOLOGIES CORPORATION of AMERICA and its subsidiaries and affiliates (“XPLORE”), a Delaware corporation having its principal place of business at 14000 Summit Drive, Suite 900, Austin, Texas 78728 U.S.A. and WISTRON CORPORATION (“WISTRON”), and its subsidiaries and affiliates, a Taiwan corporation having its principal place of business at 21F, 88, Sec. 1, Hsin Tai Wu Rd., Hsichih, Taipei Hsien 221, Taiwan, R.O.C.
AGREEMENTAgreement • November 14th, 2006 • Xplore Technologies Corp • New York
This Agreement (“Agreement”) is made and entered as of January 3, 2006 (the “Effective Date”) by and among Brian Groh (“Groh”), Xplore Technologies Corp., a corporation organized under the laws of Canada (“Xplore”), and Xplore Technologies Corporation of America, a Delaware corporation (“Xplore USA” and together with the Xplore, the “Company”).
Loan and Security AgreementLoan and Security Agreement • November 14th, 2006 • Xplore Technologies Corp • California
THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between SILICON VALLEY BANK (“Silicon” or “Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and the borrower(s) named above (jointly and severally, the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
XPLORE TECHNOLOGIES CORP.,Exchange and Purchase Agreement • November 14th, 2006 • Xplore Technologies Corp • New York
THIS EXCHANGE AND PURCHASE AGREEMENT (this “Agreement”) is made as of the 21st day of April, 2006, by and among Xplore Technologies Corp., a corporation incorporated under the laws of Canada (the “Corporation”), Xplore Technologies Corporation of America, a corporation incorporated under the laws of Delaware and a wholly-owned subsidiary of the Corporation (the “Xplore America” and together with the Corporation, the “Borrowers”), Phoenix Enterprises LLC, a limited liability company organized under the laws of the State of New York (“Phoenix Enterprises”), Phoenix Venture Fund LLC, a limited liability company organized under the laws of the State of Delaware (“Phoenix Fund” and together with Phoenix Enterprises, “Phoenix”) and each of the other lenders listed on Schedule 1 attached to this Agreement (each such lender, a “Lender” and collectively, the “Lenders”).
September 6, 2005 PERSONAL AND CONFIDENTIAL Brian Groh 11201 Native Texan Trail Austin, TX 78735 Re: Relocation Agreement Dear Mr. Groh:Personal and Confidential • November 14th, 2006 • Xplore Technologies Corp • Texas
In consideration of your relocation to Austin, Texas, from Toronto, Canada, this document, when signed by you, will represent a relocation agreement between yourself and Xplore Technologies Corporation of America (“Xplore” or the “Company”). By signing this letter, you agree to its terms as outlined below.
AND SECURITY AGREEMENTAnd Security Agreement • November 14th, 2006 • Xplore Technologies Corp • New York
This Intercreditor, Trade Credit Restructuring and Security Agreement, dated as of November 24, 2004 by and among Xplore Technologies Corp., a corporation incorporated under the laws of Canada (“Xplore”), Xplore Technologies Corporation of America, a corporation incorporated under the laws of Delaware and a wholly-owned subsidiary of Xplore (“Xplore America”), Phoenix Enterprises LLC, a limited liability company organized under the laws of the State of Delaware (“Phoenix”), Phoenix Venture Fund LLC, a limited liability company organized under the laws of the State of Delaware (“Phoenix Fund”), The Philip S. Sassower 1996 Charitable Remainder Annuity Trust, a trust organized under the laws of the State of New York (the “Trust”) and Wistron Corporation, a corporation incorporated under the laws of Taiwan (“Wistron”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2006 • Xplore Technologies Corp • Texas
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of the 30th day of June, 2006 (the “Effective Date”), by and between Xplore Technologies Corp. (the “Corporation”), and Mark Holleran (the “Executive”).
