On September 12, 2012, Xplore Technologies Corp., a Delaware corporation (the "Company"), filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware to effect a 1-for-400 reverse split of the Company's outstanding common stock. The reverse split will become effective at 12:01 a.m. on September 13, 2012. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated by reference herein.

The Company's common stock began trading on the OTCQB on a post-reverse split basis on September 13, 2012 under the symbol "XLRTD".

Immediately following the effectiveness of the reverse split of the Company's outstanding common stock, there were 752,278 shares of the Company's common stock issued and outstanding and 1,442,955 shares of common stock issuable upon the conversion of the Company's Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock. The new CUSIP number for the Company's common stock is 983950 700.

On September 12, 2012, Xplore held its Special Meeting of Stockholders (the "Special Meeting"). At the Special Meeting, our stockholders voted to approve
(i) an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock in a range of not less than 1-for-325 and not more than 1-for-425, (ii) amendments to our Amended and Restated Certificate of Incorporation to (a) reduce the conversion price of each series of our preferred stock and (b) make inapplicable an anti-dilution adjustment that may otherwise be triggered by the reduction of the conversion price of each other series of our preferred stock, and (iii) a Second Amended and Restated Certificate of Incorporation which will integrate the then-in-effect provisions of our Amended and Restated Certificate of Incorporation and further amend those provisions by decreasing our authorized common stock and preferred stock.

As of the close of business on August 2, 2012, the record date for the Special Meeting, there were 256,766,406 shares of our common stock, 62,873,781 shares of our Series A Preferred Stock, 7,732,040 shares of our Series B Preferred Stock, 17,074,000 shares of our Series C Preferred Stock and 14,899,698 shares of our Series D Preferred Stock issued and outstanding and entitled to vote at the Special Meeting. At the Special Meeting, holders of a total of 191,872,156 (74.73%) shares of our common stock were present, in person or by proxy, holders of a total of 129,083,522 (89.53%) shares of our Series A Preferred Stock, which shares are entitled to an aggregate of 144,178,226 votes on an as-converted basis, were present in person or by proxy, holders of a total of 13,863,802 (81.79%) shares of our Series B Preferred Stock, which shares are entitled to an aggregate of 16,949,466 votes on an as-converted basis, were present in person or by proxy, holders of a total of 24,569,982 (71.90%) shares of our Series C Preferred Stock, which shares are entitled to an aggregate of 34,173,015 votes on an as-converted basis, were present in person or by proxy and holders of a total of 289,671,400 (77.77%) shares of our Series D Preferred Stock, which shares are entitled to an aggregate of 372,492,450 votes on an as-converted basis, were present in person or by proxy. The vote totals herein are presented on an as-converted basis with respect to our Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock. The tables below set forth information regarding the results of the voting at the Special Meeting.

Proposal 1: Voting tabulation for the approval of an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock in a range of not less than 1-for-325 and not more than 1-for-425 were as follows (shares of our common stock and shares of our Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, on an as-converted basis, voted together as a single class):

 Entitled To                                                              Broker
    Vote            Votes For       Votes Against     Abstentions       Non-Votes
Common Stock
and Preferred
    Stock          644,590,696        4,470,166            0                0

Proposal 2: The voting tabulation for the approval of an amendment to our Amended and Restated Certificate of Incorporation to (a) reduce the conversion price of each series of our outstanding preferred stock and (b) make inapplicable an anti-dilution adjustment that may otherwise be triggered by the reduction of the conversion price of each other series of our preferred stock in connection with this proposal (shares of our common stock and shares of our Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, on an as-converted basis, voted together as a single class):

 Entitled To                                                              Broker
    Vote            Votes For       Votes Against     Abstentions       Non-Votes
Common Stock
and Preferred
    Stock          586,785,396        2,672,011         488,437         59,115,018

Proposal 2a: The voting tabulation for the approval of an amendment to our Amended and Restated Certificate of Incorporation to (a) reduce the conversion price our Series A Preferred Stock and (b) make inapplicable an anti-dilution adjustment that may otherwise be triggered by the reduction of the conversion price of each other series of our preferred stock in connection with Proposal 2a (shares of our Series A Preferred Stock voted as a separate class on an as-converted basis):

                                                                Broker
Entitled To Vote    Votes For    Votes Against   Abstentions   Non-Votes
    Series A
Preferred Stock    127,464,836      134,891           0        1,483,795

Proposal 2b: The voting tabulation for the approval of an amendment to our Amended and Restated Certificate of Incorporation to (a) reduce the conversion price our Series B Preferred Stock and (b) make inapplicable an anti-dilution adjustment that may otherwise be triggered by the reduction of the conversion price of each other series of our preferred stock in connection with Proposal 2b (shares of our Series B Preferred Stock voted as a separate class on an as-converted basis):

                                                               Broker
Entitled To Vote   Votes For    Votes Against   Abstentions   Non-Votes
    Series B
Preferred Stock    13,426,022         0              0         437,780

Proposal 2c: The voting tabulation for the approval of an amendment to our Amended and Restated Certificate of Incorporation to (a) reduce the conversion price our Series C Preferred Stock and (b) make inapplicable an anti-dilution adjustment that may otherwise be triggered by the reduction of the conversion price of each other series of our preferred stock in connection with Proposal 2c (shares of our Series C Preferred Stock voted as a separate class on an as-converted basis):

                                                               Broker
Entitled To Vote   Votes For    Votes Against   Abstentions   Non-Votes
    Series C
Preferred Stock    23,349,090         0              0        1,220,892

Proposal 2d: The voting tabulation for the approval of an amendment to our Amended and Restated Certificate of Incorporation to (a) reduce the conversion price our Series D Preferred Stock and (b) make inapplicable an anti-dilution adjustment that may otherwise be triggered by the reduction of the conversion price of each other series of our preferred stock in connection with Proposal 2d (shares of our Series D Preferred Stock voted as a separate class on an as-converted basis):

                                                                 Broker
Entitled To Vote    Votes For    Votes Against   Abstentions   Non-Votes
    Series D
Preferred Stock    273,054,250      210,625           0        16,406,525

Proposal 3: The voting tabulation for the approval of the Second Amended and Restated Certificate of Incorporation which will integrate the then-in-effect provisions of our Amended and Restated Certificate of Incorporation and further amend those provisions by decreasing our authorized common stock and preferred stock (shares of our common stock and shares of our Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock on an as-converted basis voting together as a class and shares of common stock voted separately as a single class):

                                                                 Broker
Entitled To Vote    Votes For    Votes Against   Abstentions   Non-Votes
  Common Stock     151,549,872      262,758        493,500     39,566,026
Common Stock and
Preferred Stock    588,844,070      608,274        493,500     59,115,018

Reference is made to our Definitive Proxy Statement filed on Schedule 14A, dated August 8, 2012, which we distributed to our stockholders of record beginning on August 10, 2012.

(d) Exhibits

3.1 Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation filed with Secretary of State of the State of Delaware on September 12, 2012.