SENIOR SECURED CONVERTIBLE TERM NOTE—TRANCHE BConvertible Note Agreement • July 14th, 2008 • Samson Investment CO • Telephone communications (no radiotelephone) • Texas
This Senior Secured Convertible Term Note—Tranche B (this “Note”) is issued in connection with the transactions described in that certain Securities Purchase Agreement by and among The X-Change Corporation, a Nevada corporation (the “Corporation”), and _________________ (the “Holder”), among others, dated December 4, 2007, as amended, modified or supplemented from time to time (the “Purchase Agreement”). This Note is one of the notes referred to as the “Tranche B Notes” in the Purchase Agreement. All capitalized terms used but not defined herein shall have the meaning ascribed to each such term in the Purchase Agreement.
TRANCHE B WARRANTWarrant Agreement • July 14th, 2008 • Samson Investment CO • Telephone communications (no radiotelephone) • Texas
This Tranche B Warrant (this “Warrant”) is being issued pursuant to that certain Securities Purchase Agreement dated as of December 4, 2007, as amended, modified or supplemented from time to time (the “Purchase Agreement”) by and among The X-Change Corporation, a Nevada corporation (the “Company”), and, among others, ______________ [Name of Purchaser] (the “Holder”). The Company and the Holder may hereinafter be referred to individually as a “Party” or collectively as the “Parties.” All capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Purchase Agreement.
AMENDMENT NO. 1 TORegistration Rights Agreement • July 14th, 2008 • Samson Investment CO • Telephone communications (no radiotelephone)
THIS AMENDMENT NO. 1 to the Registration Rights Agreement (this “Amendment”) is entered into as of this 10th day of July, 2008, by and among The X-Change Corporation, a Nevada corporation (the “Company”), and the initial Holders named on the signature pages hereto, and Tejas Securities Group, Inc. (“Tejas”). The Company, the initial Holders and Tejas may be referred to herein each as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings specified in the Registration Rights Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • July 14th, 2008 • Samson Investment CO • Telephone communications (no radiotelephone) • Delaware
VOTING AGREEMENT dated as of July 10, 2008, by and among the undersigned holders (each, a “Shareholder”) of shares of common stock of The X-Change Corporation (the “Company Common Stock”) for the benefit of Samson Investment Company, a Nevada corporation, Ironman PI Fund (QP), L.P., a Texas limited partnership, and John Thomas Bridge and Opportunity Fund, LP, a Delaware limited partnership (each a “Purchaser” and collectively, the “Purchasers”) as follows:
AMENDMENT NO. 1 TOSecurities Purchase Agreement • July 14th, 2008 • Samson Investment CO • Telephone communications (no radiotelephone)
THIS AMENDMENT NO. 1 to the Securities Purchase Agreement (this "Amendment") is entered into as of this 10th day of July, 2008, by and among The X-Change Corporation, a Nevada corporation (the "Company"), and AirGATE Technologies, Inc., a Texas corporation ("AirGATE"), and Samson Investment Company, a Nevada corporation, Ironman PI Fund (QP), L.P., a Texas limited partnership, and John Thomas Bridge and Opportunity Fund, LP, a Delaware limited partnership (each a "Purchaser" and collectively, the "Purchasers"). The Company, AirGATE and the Purchasers may be referred to herein each as a "Party" and collectively as the "Parties."
