EXHIBIT 10.2 X-CHANGE CORPORATION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of ___________________ ___, 2007, is among X-CHANGE CORPORATION, a Nevada corporation (the "COMPANY"), and...Registration Rights Agreement • February 23rd, 2007 • X-Change Corp • Telephone communications (no radiotelephone) • Texas
Contract Type FiledFebruary 23rd, 2007 Company Industry Jurisdiction
Exhibit 10.18 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release ("Agreement") is entered into as of this __ day of June, 2012, by and between La Jolla Cove Investors, Inc., a California corporation ("LJCI") and The X-Change...Settlement Agreement • June 18th, 2012 • X-Change Corp • Telephone communications (no radiotelephone) • California
Contract Type FiledJune 18th, 2012 Company Industry Jurisdiction
ARTICLE 1 DESCRIPTION OF WARRANTS -----------------------Warrant Agreement • September 7th, 2007 • X-Change Corp • Telephone communications (no radiotelephone) • California
Contract Type FiledSeptember 7th, 2007 Company Industry Jurisdiction
EXHIBIT 4.1Lock-Up Agreement • January 30th, 2002 • X-Change Corp Inc • Machine tools, metal cutting types
Contract Type FiledJanuary 30th, 2002 Company IndustryThe undersigned understands that you have entered into a Plan of Merger with WEBiX Inc., a Florida corporation, which provides for the merger (the "Merger") of WEBiX, Inc. into Popo Agie, Inc., a wholly-owned subsidiary of X-Change Corporation, Inc., a Nevada corporation (the "Company"), and the issuance of shares of common and preferred stock of the Company to the Shareholders of WEBiX Inc.
EXHIBIT 10.2Warrant Agreement • January 30th, 2002 • X-Change Corp Inc • Machine tools, metal cutting types • Nevada
Contract Type FiledJanuary 30th, 2002 Company Industry Jurisdiction
EXHIBIT 99(ii) SECURITIES PURCHASE AGREEMENT Securities Purchase Agreement dated as of August 29, 2007 (this "AGREEMENT") by and between The X-Change Corporation, a Nevada corporation, with principal executive offices located at 710 Century Parkway,...Securities Purchase Agreement • September 7th, 2007 • X-Change Corp • Telephone communications (no radiotelephone) • California
Contract Type FiledSeptember 7th, 2007 Company Industry Jurisdiction
MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING (MOU) is made as of this ____ day of December, 2004, by and between AirGATE Technologies Inc., ("AGTI"), a Texas Corporation, with offices at 100 Allentown Parkway, Suite 110, Allen, Texas...Memorandum of Understanding • April 6th, 2007 • X-Change Corp • Telephone communications (no radiotelephone) • Texas
Contract Type FiledApril 6th, 2007 Company Industry Jurisdiction
EXHIBIT 10.1 SOFTWARE LICENSE AGREEMENT Licensor: WebIAm, Inc. 19 Duncan Street Millburn, NJ 07041 Licensee: WEBiX Inc. 36 West 44th Street, Suite 1209 New York, NY 10036 Date: As of June 20, 2001 SOFTWARE LICENSE AGREEMENT This Agreement for a...Software License Agreement • April 1st, 2002 • X-Change Corp Inc • Machine tools, metal cutting types • New York
Contract Type FiledApril 1st, 2002 Company Industry Jurisdiction
AGREEMENTPurchase Agreement • October 4th, 2012 • X-Change Corp • Telephone communications (no radiotelephone) • California
Contract Type FiledOctober 4th, 2012 Company Industry Jurisdiction
EXHIBIT 10.5 TEXAS ASSOCIATION OF REALTORS(R) ------------------------------ COMMERCIAL LEASE USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS(R) IS NOT AUTHORIZED. (C)TEXAS ASSOCIATION OF REALTORS(R), INC. 2002...Commercial Lease • November 10th, 2005 • X-Change Corp • Machine tools, metal cutting types
Contract Type FiledNovember 10th, 2005 Company Industry
As of January 15, 2002 WebIAm, Inc. 19 Duncan Street Millburn, NJ 07041 Gentlemen: This Agreement sets forth the legally binding agreement among WEBiX Inc., a Florida corporation ("WEBiX"), WebIAm, Inc., a New Jersey corporation ("WebIAm") and The...Merger Agreement • April 1st, 2002 • X-Change Corp Inc • Machine tools, metal cutting types • New York
Contract Type FiledApril 1st, 2002 Company Industry Jurisdiction
1.50 WARRANTWarrant Agreement • February 23rd, 2007 • X-Change Corp • Telephone communications (no radiotelephone) • Texas
Contract Type FiledFebruary 23rd, 2007 Company Industry Jurisdiction
PLAN AND AGREEMENT OF REORGANIZATION UNDER SECTION 368(b) OF THE INTERNAL REVENUE CODE CASSCO CAPITAL CORPORATION AND S&J (CHATTERIS) HOLDINGS, LIMITEDPlan and Agreement of Reorganization • December 6th, 1999 • Cassco Capital Corp • Machine tools, metal cutting types • Colorado
Contract Type FiledDecember 6th, 1999 Company Industry Jurisdiction
ARTICLE 1 DEFINITIONSConvertible Debenture Agreement • September 7th, 2007 • X-Change Corp • Telephone communications (no radiotelephone) • California
Contract Type FiledSeptember 7th, 2007 Company Industry Jurisdiction
ContractConvertible Note Agreement • July 17th, 2008 • X-Change Corp • Telephone communications (no radiotelephone) • Texas
Contract Type FiledJuly 17th, 2008 Company Industry JurisdictionTHIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE, STATE SECURITIES LAWS. THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR SUCH SHARES UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE X-CHANGE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
RECITALSAsset Purchase Agreement • September 8th, 2011 • X-Change Corp • Telephone communications (no radiotelephone) • California
Contract Type FiledSeptember 8th, 2011 Company Industry Jurisdiction
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 28th, 2012 • X-Change Corp • Telephone communications (no radiotelephone) • Nevada
Contract Type FiledDecember 28th, 2012 Company Industry JurisdictionAGREEMENT, dated as of December 11, 2012 among Cannabis Science, Inc., a Nevada corporation ("Seller"), and X-Change Corporation, a Delaware corporation (the "Purchaser").
Issuer: Class of Stock: Issue Date: Expiration Date: Warrant No. The X-Change Corporation Common Stock [Insert date of sale] [Date five (5) years from date of sale]Warrant Agreement • July 17th, 2008 • X-Change Corp • Telephone communications (no radiotelephone) • Texas
Contract Type FiledJuly 17th, 2008 Company Industry JurisdictionThis 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.
Purchase AgreementPurchase Agreement • February 22nd, 2010 • X-Change Corp • Telephone communications (no radiotelephone) • Nevada
Contract Type FiledFebruary 22nd, 2010 Company Industry JurisdictionThis Agreement to Purchase ("Agreement") is made as of February __, 2010 by and between X-Change Corporation, a Nevada corporation ("Buyer"), and Nydia Del Valle ("Seller").
Employment AgreementEmployment Agreement • April 14th, 2008 • X-Change Corp • Telephone communications (no radiotelephone) • Texas
Contract Type FiledApril 14th, 2008 Company Industry JurisdictionThis Agreement is effective October 1, 2007 by and between X-Change Corporation, a Delaware corporation (“the Corporation”) and Kathleen Hanafan, an individual (hereinafter called “Executive”).
EXHIBIT 10.3 Consulting Agreement-Robert G.M. Hind CONSULTING AND OPTION AGREEMENT This Consulting and Option Agreement is made and entered into to be effective as of the date upon which services were first rendered in accordance herewith and is by...Consulting Agreement • December 8th, 1999 • Cassco Capital Corp • Machine tools, metal cutting types • Nevada
Contract Type FiledDecember 8th, 1999 Company Industry Jurisdiction
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 2007 • X-Change Corp • Telephone communications (no radiotelephone) • Texas
Contract Type FiledDecember 10th, 2007 Company Industry JurisdictionThis Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), by and among the Company, AirGATE Technologies, Inc., a Texas corporation, and the initial Holders. In order to induce the initial Holders to purchase the Notes and Warrants, and for the benefit of the Holders from time to time of the Registrable Securities (as defined below), the Company has agreed to provide the registration rights set forth in this Agreement.
RECITALS:Agreement and Plan of Exchange • March 11th, 2011 • X-Change Corp • Telephone communications (no radiotelephone) • Texas
Contract Type FiledMarch 11th, 2011 Company Industry Jurisdiction
EXHIBIT 10 Fee ContractsEmployment Agreement • July 7th, 2000 • Cassco Capital Corp • Machine tools, metal cutting types • Colorado
Contract Type FiledJuly 7th, 2000 Company Industry Jurisdiction
DEVELOPMENT AGREEMENTDevelopment Agreement • April 6th, 2007 • X-Change Corp • Telephone communications (no radiotelephone) • Illinois
Contract Type FiledApril 6th, 2007 Company Industry JurisdictionAGREEMENT, effective the day of , 20__ between AirGATE Technologies, Inc., of Allen, Texas (whether an individual, proprietorship, partnership or corporation hereinafter referred to as “Developer”), and the unit of Newell Rubbermaid Inc. specified below (check one)
Exhibit 99.1 SURREY VACATION RESORTS, INC. GRAND CROWNE RESORTS 430-C HWY 165 SOUTH BRANSON, MISSOURI 65616 TEL 417-332-8491 FAX 417-332-8364 April 26, 2011 Mr. Haviland Wright, Ph.D. President and & Chief Executive Officer X-CHANGE CORPORATION 12655...Contract • April 28th, 2011 • X-Change Corp • Telephone communications (no radiotelephone)
Contract Type FiledApril 28th, 2011 Company IndustryMr. Haviland Wright, Ph.D. President and & Chief Executive Officer X-CHANGE CORPORATION 12655 North Central Expressway, Suite 1000 Dallas, Texas 75243
TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 17th, 2008 • X-Change Corp • Telephone communications (no radiotelephone)
Contract Type FiledJuly 17th, 2008 Company IndustryTHIS AMENDMENT NO. 1 to the Registration Rights Agreement (this “Amendment”) is entered into as of this 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).
PLAN AND AGREEMENT OF REORGANIZATION UNDER SECTION 368(b) OF THE INTERNAL REVENUE CODE DIVERSIFIED TECHNOLOGIES GROUP, INC. AND DEMANDFAX, INC. DALLAS, TEXAS (JULY 21, 2000)Acquisition Agreement • August 4th, 2000 • Cassco Capital Corp • Machine tools, metal cutting types
Contract Type FiledAugust 4th, 2000 Company Industry
REPURCHASE AGREEMENTRepurchase Agreement • March 5th, 2012 • X-Change Corp • Telephone communications (no radiotelephone) • California
Contract Type FiledMarch 5th, 2012 Company Industry Jurisdiction
EXHIBIT 10.1 X-CHANGE CORPORATION IRREVOCABLE SUBSCRIPTION AGREEMENT FEBRUARY- MARCH 2007 1. SUBSCRIPTION. Subject to the terms and conditions hereof, the undersigned (hereinafter referred to as the "SUBSCRIBER") irrevocably tenders this...Irrevocable Subscription Agreement • February 23rd, 2007 • X-Change Corp • Telephone communications (no radiotelephone) • Texas
Contract Type FiledFebruary 23rd, 2007 Company Industry Jurisdiction
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 10th, 2007 • X-Change Corp • Telephone communications (no radiotelephone) • Texas
Contract Type FiledDecember 10th, 2007 Company Industry JurisdictionThis Securities Purchase Agreement (this “Agreement”) is made and entered into as of December 4, 2007 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”).
FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING This First Amendment is made to the Memorandum of Understanding ("MOU") dated December 3, 2004, by and between AirGATE Technologies Inc. ("AGTI"), a Texas corporation with offices at 710 Century Parkway,...Memorandum of Understanding • April 6th, 2007 • X-Change Corp • Telephone communications (no radiotelephone)
Contract Type FiledApril 6th, 2007 Company Industry
EXHIBIT 10.1Plan of Merger • January 30th, 2002 • X-Change Corp Inc • Machine tools, metal cutting types • Nevada
Contract Type FiledJanuary 30th, 2002 Company Industry Jurisdiction
VOTING AGREEMENTVoting Agreement • July 17th, 2008 • X-Change Corp • Telephone communications (no radiotelephone) • Delaware
Contract Type FiledJuly 17th, 2008 Company Industry JurisdictionVOTING AGREEMENT dated as of July , 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 TO PROMISSORY NOTEPromissory Note • August 28th, 2008 • X-Change Corp • Telephone communications (no radiotelephone)
Contract Type FiledAugust 28th, 2008 Company IndustryTHIS AMENDMENT TO PROMISSORY NOTE (“Agreement”) is made and entered into as of the 22nd day of August, 2008 by and among AirGate Technologies, Inc., a Texas corporation (“AirGATE”). The X-Change Corporation, a Nevada corporation (“X-Change” and collectively with AirGATE, the “Borrowers”), and Melissa CR364 Ltd., a Texas limited partnership (“Lender”).