Summary of XPLORE TECHNOLOGIES CORP

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 10, 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 (a) reduce the conversion price of each series of the Company's 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 the Company's preferred stock. The Certificate of Amendment became effective on the date of filing. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.

As a result of the Certificate of Amendment and pursuant to the terms thereof, the conversion price of the Company's Series A Preferred Stock was reduced from $0.15 per share to $0.0260 per share, the conversion price of the Company's Series B Preferred Stock was reduced from $0.16 per share to $0.0260 per share, the conversion price of the Company's Series C Preferred Stock was reduced from $0.25 per share to $0.0260 per share and the conversion price of the Company's Series D Preferred Stock was reduced from $0.04 per share to $0.0162 per share, in each case, without giving effect to the 1-for-400 reverse stock split consummated on September 13, 2012; provided, however, that if the Company fails to consummate a public offering of its common stock which provides at least $10 million in gross proceeds to the Company by December 31, 2012, then the conversion price for each series of the Company's outstanding preferred stock shall be equal to the conversion price in effect immediately prior to the effectiveness of the Certificate of Amendment. The description of the Certificate of Amendment as described herein is qualified in its entirety by reference to the Certificate of Amendment, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.