Xplore Technologies Corp. (NASDAQ:XPLR) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02.

Termination of a Material Definitive Agreement.

Concurrently with the consummation of the Merger, the Company repaid in full all amounts outstanding to, and terminated, the Loan and Security Agreement, dated as of April 17, 2017, as amended from time to time, by and among the Company, Xplore Technologies Corporation of America and Bank of America, N.A.

The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

On the Closing Date, in connection with the consummation of the Merger, the Company notified NASDAQ Stock Market LLC (“NASDAQ”) that the Merger had been consummated and requested that the trading of its shares on NASDAQ be suspended prior to market open on the Closing Date and that the listing of its shares on NASDAQ be withdrawn. In addition, the Company requested that NASDAQ file with the Securities and Exchange Commission a notification on Form 25 to report the delisting of the Shares from NASDAQ and to deregister its shares under Section12(b) of the Securities Exchange Act of 1934, as amended.

The information set forth in the Introductory Note and under Items 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

The information set forth in the Introductory Note is incorporated by reference into this Item 1.02.

In connection with the consummation of the Merger, each of Thomas B. Pickens III, Andrea Goren, Robert N. McFarland, Kent Misemer and Donald F. Neville ceased to be Directors of the Company, and Michael Cho, Olivier Leonetti and Jim Kaput became the directors of the Company, each to hold office in accordance with the certificate of incorporation and bylaws of the Company until their respective successors are duly elected or appointed and qualified.

In connection with the consummation of the Merger, each of the officers of the Company prior to the Effective Time, including Tom Wilkinson (Chief Executive Officer), Patrick McClain (Chief Financial Officer), John Graff (Chief Revenue Officer) and Tim Dehne (Chief Operating Officer) resigned and the following officers of Purchaser as of immediately prior to the Effective Time became the officers of the Company:

to the terms of the Merger Agreement, at the Effective Time, (i) the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to read identically to the certificate of incorporation of Purchaser, as in effect immediately prior to the Effective Time (the “Certificate of Incorporation”) and (ii) the Bylaws of Purchaser, as in effect immediately prior to the Effective Time, were amended and restated to read in their entirety as set forth on Exhibit C to the Merger Agreement and became the Bylaws of the Surviving Corporation (the “Bylaws”).

Copies of the Certificate of Incorporation and the Bylaws are filed as Exhibits3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

(d) Exhibits.

XPLORE TECHNOLOGIES CORP Exhibit
EX-3.1 2 ex_121717.htm EXHIBIT 3.1 ex_121717.htm   Exhibit 3.1   THIRD AMENDED AND RESTATED   CERTIFICATE OF INCORPORATION OF   XPLORE TECHNOLOGIES CORP.   ARTICLE FIRST:         The name of the corporation is Xplore Technologies Corp. (hereafter the "Corporation").   ARTICLE SECOND:         The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street,…
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About Xplore Technologies Corp. (NASDAQ:XPLR)

Xplore Technologies Corp. (Xplore) is engaged in the development, integration and marketing of rugged mobile personal computers (PCs). The Company’s rugged tablet PCs are designed to withstand various conditions, such as extreme temperatures, driving rain, repeated vibrations, dirt, dust and concussive shocks. Xplore’s products are used by a range of field personnel, including energy pipeline inspectors, public safety responders, warehouse workers and pharmaceutical scientists. Its tablets are fitted with a range of accessories, including various docking solutions, wireless connectivity alternatives, global positioning system modules, biometric and smartcard options, as well as traditional peripherals, such as keyboards and cases. Xplore’s tablets also include long-term evolution (LTE) and wireless fidelity (Wi-Fi) connectivity options for real-time data access. Its products include the iX104 product family, Xslate B10, Motion R12, Motion F5m/C5m, Bobcat and Xslate D10.