TABLE OF CONTENTS

APPENDIX

SCHEDULE A

XPLORE TECHNOLOGIES CORP.

2009 EMPLOYEE STOCK PURCHASE PLAN

I.               PURPOSE OF THE PLAN

This 2009 Employee Stock Purchase Plan is intended to promote the interests of Xplore Technologies Corp., a Delaware corporation, by providing eligible employees with the opportunity to acquire a proprietary interest in the Corporation through participation in a payroll deduction-based employee stock purchase plan designed to qualify under Section 423 of the Code.

Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix.

II.             ADMINISTRATION OF THE PLAN

The Plan Administrator shall have full authority to interpret and construe any provision of the Plan and to adopt such rules and regulations for administering the Plan as it determines are necessary or appropriate in order to comply with the requirements of Code Section 423.  Decisions of the Plan Administrator shall be final and binding on all parties having an interest in the Plan.

III.            STOCK SUBJECT TO PLAN

A.             The stock purchasable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares of Common Stock purchased on the open market.  The number of shares of Common Stock initially reserved for issuance over the term of the Plan shall be limited to 5,000,000 shares.

B.             Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or similar change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and class of securities issuable under the Plan, (ii) the maximum number and class of securities purchasable per Participant on any one Purchase Date, (iii) the maximum number and class of securities purchasable in total by all Participants on any one Purchase Date, (iv) the number and class of securities and the price per share in effect under each outstanding purchase right in order to prevent the dilution or enlargement of benefits thereunder.

IV.            OFFERING PERIODS

A.             Shares of Common Stock shall be offered for purchase under the Plan through a series of offering periods until such time as (i) the maximum number of shares of Common Stock available for issuance under the Plan shall have been purchased or (ii) the Plan shall have been sooner terminated.

B.             Each offering period shall be of such duration (not to exceed twenty-seven (27) months) as determined by the Plan Administrator prior to the start date of such offering period.  Offering periods other than the initial offering period shall commence at annual intervals on a date determined by the Plan Administrator each year over the term of the Plan.  Accordingly, one separate offering period may commence, as determined by the Plan Administrator, in each calendar year the Plan remains in existence.  However, the initial offering period shall commence on January 1, 2009 and terminate on March 31, 2010.

V.             ELIGIBILITY

A.             Each individual who is an Eligible Employee on the start date of any offering period under the Plan may enter that offering period on such start date.  However, an Eligible Employee may participate in only one offering period at a time.

B.             In order to participate in the Plan for a particular offering period, an Eligible Employee must complete the enrollment forms prescribed by the Plan Administrator on or before the start date of that offering period and file such forms with the Plan Administrator (or its designee).

VI.            PAYROLL DEDUCTIONS

A.             The payroll deduction authorized by the Participant for purposes of acquiring shares of Common Stock during an offering period may be any multiple of one percent (1%) of the Cash Earnings paid to the Participant during each offering period, up to a maximum of twenty percent (20%).  The deduction rate so authorized shall continue in effect throughout the offering period, except that the Participant may, at any time during the offering period, reduce his or her rate of payroll deduction (or, to the extent applicable, the percentage of Cash Earnings to serve as his or her lump sum contribution for the initial offering period) to become effective as soon as possible after filing the appropriate form with the Plan Administrator.  The Participant may not, however, effect more than one (1) such reduction per offering period nor reduce the payroll deduction to less than one percent (1%).

B.             Payroll deductions shall begin on the first pay day administratively feasible following the start date of the offering period and shall (unless sooner terminated by the Participant) continue through the pay day ending with or immediately prior to the last day of that offering period.  The amounts so collected shall be credited to the Participant’s book account under the Plan, but no interest shall be paid on the balance from time to time outstanding in such account.  The amounts collected from the Participant shall not be required to be held in any segregated account or trust fund and may be commingled with the general assets of the Corporation and used for general corporate purposes.

C.             Prior to the first Purchase Date for the first offering period under the Plan, no payroll deductions shall be required of the Participant until such time as the Participant affirmatively elects to commence such payroll deductions following his or her receipt of the 1933 Act prospectus for the Plan.

D.             Payroll deductions shall automatically cease upon the termination of the Participant’s purchase right in accordance with the provisions of the Plan.

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E.              The Participant’s acquisition of Common Stock under the Plan on any Purchase Date shall neither limit nor require the Participant’s acquisition of Common Stock on any subsequent Purchase Date, whether within the same or a different offering period.

VII.           PURCHASE RIGHTS

A.             GRANT OF PURCHASE RIGHTS.  A Participant shall be granted a separate purchase right for each offering period in which he or she is enrolled.  The purchase right shall be granted on the start date of the offering period and shall provide the Participant with the right to purchase shares of Common Stock during the offering period upon the terms set forth below.  The Participant shall execute a stock purchase agreement embodying such terms and such other provisions (not inconsistent with the Plan) as the Plan Administrator may deem advisable.

Under no circumstances shall purchase rights be granted under the Plan to any Eligible Employee if such individual would, immediately after the grant, own (within the meaning of Code Section 424(d)) or hold outstanding options or other rights to purchase, stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Corporation or any Corporate Affiliate.

B.             EXERCISE OF THE PURCHASE RIGHT.  Each purchase right shall be automatically exercised on the Purchase Date for the offering period, and shares of Common Stock shall accordingly be purchased on behalf of each Participant on each such Purchase Date.  The purchase shall be effected by applying the Participant’s payroll deductions (or, to the extent applicable, his or her lump sum contribution) for the offering period ending on such Purchase Date to the purchase of whole shares of Common Stock at the purchase price in effect for the Participant for that Purchase Date.

C.             PURCHASE PRICE.  The purchase price per share at which Common Stock will be purchased on the Participant’s behalf on each Purchase Date for the particular offering period in which he or she is enrolled shall be equal to ninety-five percent (95%) of the Fair Market Value per share of Common Stock on the start date of that offering period.

D.             NUMBER OF PURCHASABLE SHARES.  The number of shares of Common Stock purchasable by a Participant on each Purchase Date for the particular offering period in which he or she is enrolled shall be the number of whole shares obtained by dividing the amount collected from the Participant through payroll deductions during the offering period ending with that Purchase Date (or, to the extent applicable, his or her lump sum contribution for that offering period) by the purchase price in effect for the Participant for that Purchase Date.  The Plan Administrator shall have the discretionary authority, exercisable prior to the start of any offering period under the Plan, to set limitations on the number of shares purchasable per Participant and in total by all Participants on any Purchase Date for that offering period.

E.              EXCESS PAYROLL DEDUCTIONS.  Any payroll deductions not applied to the purchase of shares of Common Stock on the final Purchase Date of an Offering Period because they are not sufficient to purchase a whole share of Common Stock or because of the limitation on the maximum number of shares purchasable per Participant or in total by all Participants on the Purchase Date shall be promptly refunded.

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F.              SUSPENSION OF PAYROLL DEDUCTIONS.  In the event that a Participant is, by reason of the accrual limitations in Article VIII, precluded from purchasing additional shares of Common Stock on one or more Purchase Dates during the offering period in which he or she is enrolled, then no further payroll deductions shall be collected from such Participant with respect to those Purchase Dates except as described in Article VIII, Section C.  The suspension of such deductions shall not terminate the Participant’s purchase right for the offering period in which he or she is enrolled, and payroll deductions shall automatically resume on behalf of such Participant once he or she is again able to purchase shares during that offering period in compliance with the accrual limitations of Article VIII.

G.             WITHDRAWAL FROM OFFERING PERIOD.  The following provisions shall govern the Participant’s withdrawal from an offering period:

(i)             A Participant may prospectively withdraw from the offering period in which he or she is enrolled at any time prior to the next scheduled Purchase Date by filing the appropriate form with the Plan Administrator (or its designate), and no further payroll deductions shall be collected from the Participant with respect to that offering period.  Any payroll deductions collected during the offering period in which such withdrawal occurs shall be held for the purchase of shares on the Purchase Date for that offering period.

(ii)            The Participant’s withdrawal from a particular offering period shall be irrevocable, and the Participant may not subsequently rejoin that offering period at a later date.  In order to resume participation in any subsequent offering period, such individual must re-enroll in the Plan (by making a timely filing of the prescribed enrollment forms) on or before the start date of that offering period.

H.             TERMINATION OF PURCHASE RIGHT.  The following provisions shall govern the termination of outstanding purchase rights:

(i)             Should the Participant cease to remain an Eligible Employee for any reason (including death, disability or change in status as an Eligible Employee) while his or her purchase right remains outstanding, then that purchase right shall be automatically exercised on the Purchase Date for the offering period in which the Participant ceased to be an Eligible Employee.  No payroll deductions shall be permitted on behalf of a Participant who has ceased to be an Eligible Employee.

(ii)            However, should the Participant cease to remain in active service by reason of an approved unpaid leave of absence, then the Participant shall have the right, exercisable up until the last busines