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Explanation of Responses:
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1)
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The Series A Preferred Stock automatically converted into shares of common stock of Xplore Technologies Corp. (the "Company") at a conversion price of $0.0260 per share, as adjusted to take into account a 1-for-400 reverse stock split consummated on September 13, 2012.
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2)
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The Series C Preferred Stock automatically converted into shares of common stock of the Company at a conversion price of $0.0260 per share, as adjusted to take into account a 1-for-400 reverse stock split consummated on September 13, 2012.
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3)
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The Series D Preferred Stock automatically converted into shares of common stock of the Company at a conversion price of $0.0162 per share, as adjusted to take into account a 1-for-400 reverse stock split consummated on September 13, 2012.
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4)
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Consists of an aggregate 1,541,430 shares of common stock issuable upon conversion of Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, 239,284 shares of common stock owned of record by, and warrants to purchase 86,000 shares of common stock exercisable within 60 days after October 31, 2012 held by Phoenix Venture Fund LLC ("Phoenix")
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5)
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Includes shares held of record by, and shares issuable upon conversion of preferred stock to, Phoenix (1,780,714), Andrea Goren ("Mr. Goren") (1,660), Andax LLC ("Andax") (20,338) and SG Phoenix LLC ("SG Phoenix") (24,525). Also includes warrants to purchase shares of common stock exercisable within 60 days after October 31, 2012 held by Phoenix (86,000), Andax (625) and SG Phoenix (26,875). Mr. Goren is the manager of Andax and a co-manager of SG Phoenix, an entity in which Mr. Goren shares voting and dispositive power with Philip Sassower ("Mr. Sassower"). Mr. Goren disclaims any beneficial ownership of the shares held by Andax and SG Phoenix except to the extent of his pecuniary interest, if any, in such shares.
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6)
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Includes shares held of record by, and shares issuable upon conversion of preferred stock to, Phoenix (1,780,714), Mr. Sassower (638,263), Phoenix Enterprises Family Fund, LLC ("Phoenix Family Fund") (338,339) and SG Phoenix (24,525). Also includes (i) warrants to purchase shares of common stock exercisable within 60 days after October 31, 2012 held by Phoenix (86,000), Mr. Sassower (28,625), Phoenix Family Fund (23,048) and SG Phoenix (26,875) and (ii) options to purchase shares of common stock exercisable within 60 days after October 31, 2012 held by Mr. Sassower (3,051). Mr. Sassower is the sole managing member of Phoenix Family Fund and a co-manager of SG Phoenix, an entity in which Mr. Sassower and Mr. Goren share voting and dispositive power. Mr. Sassower disclaims any beneficial ownership of the shares held by Phoenix Family Fund and SG Phoenix except to the extent of his pecuniary interest, if any, in such shares.
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7)
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Voting and dispositive power over these shares is held equally by Mr. Sassower and Mr. Goren. Mr. Sassower and Mr. Goren disclaim any beneficial ownership of the shares held by Phoenix, except to the extent of their respective pecuniary interest, if any, in such shares.
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8)
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Each of the Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into shares of common stock of the Company upon consummation of the Company's public offering (on October 31, 2012) and had no expiration date.
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9)
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Includes an aggregate 259,287 shares of Series D Preferred Stock issued in connection with paid-in-kind dividends.
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10)
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Such shares are owned of record by Andax, an entity managed by Mr. Goren.
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11)
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Includes an aggregate 15,589 shares of Series D Preferred Stock issued in connection with paid-in-kind dividends.
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12)
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Consists of 58,449 shares of Series D Preferred Stock owned of record by Andax, 158,920 shares of Series D Preferred Stock owned of record by SG Phoenix and 10,594 shares of Series D Preferred Stock owned of record by Mr. Goren.
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13)
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Consists of 8,504,523 shares of Series A Preferred Stock owned of record by Mr. Sassower and 5,171,847 shares of Series A Preferred Stock owned of record by Phoenix Family Fund.
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14)
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Such shares are owned of record by Mr. Sassower.
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15)
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Includes an aggregate 305,703 shares of Series D Preferred Stock issued in connection with paid-in-kind dividends.
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16)
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Consists of 978,251 shares of Series D Preferred Stock owned of record by Phoenix Family Fund and 1,794,113 shares of Series D Preferred Stock owned of record by Mr. Sassower.
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