Exhibit 10.2
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND
SUCH NOTE MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER
AND SUCH APPLICABLE STATE SECURITIES LAWS.
THIS NOTE AND THE RIGHTS AND OBLIGATIONS
EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT
SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (THE
“SUBORDINATION AGREEMENT”) BY AND AMONG XPLORE
TECHNOLOGIES CORP. (THE “PARENT”) AND XPLORE
TECHNOLOGIES CORPORATION OF AMERICA (THE “SUBSIDIARY,
COLLECTIVELY WITH THE PARENT, THE “BORROWERS”), THE
HOLDER, AND SILICON VALLEY BANK (THE “SENIOR LENDER”),
TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE BORROWERS
PURSUANT TO THAT CERTAIN LOAN AND SECURITY AGREEMENT DATED AS OF
SEPTEMBER 15, 2005 (THE “LOAN AGREEMENT”), BY AND AMONG
THE SUBSIDIARY AND THE SENIOR LENDER, AS SUCH LOAN AGREEMENT HAS
BEEN AND HEREAFTER MAY BE AMENDED, SUPPLEMENTED, RESTATED OR
OTHERWISE MODIFIED FROM TIME TO TIME.
SECURED SUBORDINATED PROMISSORY
NOTE
FOR VALUE RECEIVED, the undersigned, Xplore
Technologies Corp., a Delaware corporation, (the “
Parent ”) and Xplore Technologies Corporation of
America, a Delaware corporation and a wholly-owned subsidiary of
the Parent (the “ Subsidiary ” and collectively
with the Parent, the “ Borrowers ”), promises to
pay to [INSERT NAME OF HOLDER] (the “ Holder ”),
the principal sum of
[ ]
DOLLARS
($[ ])
with interest on the unpaid balance from the date hereof, at the
rate of 10% per annum on the unpaid principal amount, in lawful
money of the United States of America or as otherwise provided in
Section 3 hereof, at [INSERT ADDRESS OF HOLDER], or at such
other place as the Holder may designate in writing. This Note is
one of the secured subordinated promissory notes (collectively, the
“ Notes ”) referred to in, and purchased
pursuant to, the Note Purchase Agreement dated February 27,
2009, as amended from time to time, among the Borrowers and the
Purchasers named therein (the “ Note Purchase
Agreement ”) and evidences a borrowing from the Holder by
the Borrowers under the Note Purchase Agreement. The
obligations of the Borrowers under this Note are secured as
provided in the Note Purchase Agreement and the Loan
Documents.
1.
Maturity Date.
The principal of this Note,
together will all unpaid interest and any other fees or expenses
otherwise due and owed to the Holder under the Note Purchase
Agreement, shall be due and payable on December 31, 2010
(the
