AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
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).
RECITALS
WHEREAS, the Parties have previously entered into that certain Registration Rights Agreement,
dated as of December 4, 2007, as amended, supplemented or modified from time to time (the
“Registration Rights Agreement”);
WHEREAS, pursuant to Section 17(h)(i) of the Registration Rights Agreement, such Registration
Rights Agreement may be amended by a written instrument executed by the Parties; and
WHEREAS, the Parties wish to amend the Registration Rights Agreement.
TERMS OF AGREEMENT
In consideration of the premises and the mutual covenants and agreements hereinafter
contained, the parties hereby agree as follows:
SECTION 1. Amendments to the Registration Rights Agreement.
(1) The first paragraph appearing in the Registration Rights Agreement is hereby amended in
its entirety to read as follows:
“This Registration Rights 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 the initial Holders named on the signature pages hereto, and Tejas
Securities Group, Inc. (“Tejas”). The initial Holders have agreed to purchase from the
Company, pursuant to the Purchase Agreement (as defined below), the Notes (as defined
below) convertible into shares of the Company’s common stock, par value $0.001 per share
(the “Common Stock”), Warrants (as defined below) and the Tranche B Shares (as defined in
the Purchase Agreement).”
(2) The second paragraph appearing in the Registration Rights Agreement is hereby amended in
its entirety to read as follows:
“This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the
date hereof (as amended, restated, amended and restated, supplemented or modified from time
to time, 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, Warrants and the Tranche B Shares, 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.”
(3) The definition of Registrable Securities appearing in Section 1(a) of the Registration
Rights Agreement is hereby amended in its entirety to read as follows:
“Registrable Securities” mean (i) all the shares of Common Stock issued or issuable
upon the conversion of the Notes, (ii) all the shares of Common Stock issued or issuable
upon the exercise of the Warrants, (iii) any shares of Common Stock issued as (or issuable
upon the conversion or exercise of any warrant, right, or other security which is issued
as) a dividend or other distribution with respect to, or in exchange for or in replacement
of, the Notes or the Common Stock described in clause (i) or clause (ii)
above and (iv) all the Tranche B Shares; excluding, in all cases, any securities sold by a
person in a transaction in which rights under this Agreement are not assigned in accordance
with this Agreement or any securities sold in a registered public offering under the
Securities Act or sold pursuant to Rule 144 promulgated under the Securities Act.”
(4) The definition of Notes appearing in Section 1(a) of the Registration Rights Agreement
is hereby amended in its entirety to read as follows:
“Notes” mean, collectively, all of the Amended and Restated Senior Secured
Convertible Term Notes—Tranche A and Senior Secured Convertible Term Notes—Tranche B sold
pursuant to the Purchase Agreement.”
(5) The second sentence of Section 14 of the Registration Rights Agreement is hereby amended
by deleting the phrase “(in accordance with their pro rata ownership of the Notes and Warrants)”
and replacing such phrase with “(in accordance with their pro rata ownership of the Registrable
Securities).”
SECTION 2. No Implied Amendments. Except as herein provided, the Registration Rights
Agreement shall remain in full force and effect and is ratified in all respects. On and after the
effectiveness of this Amendment, each reference in the Registration Rights Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the
Registration Rights Agreement in any other agreements, documents or instruments executed and
delivered pursuant to the Registration Rights Agreement shall mean and be a reference to the
Registration Rights Agreement, as amended by this Amendment.
SECTION 3. Counterparts. This Amendment may be executed by the parties hereto in
several counterparts, including without limitation delivery by facsimile or electronic
transmission, each of which shall be deemed an original, but all of which together shall constitute
execution and delivery of one and the same instrument.
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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment effective as of the date
first written above.
| COMPANY: | ||||
| THE X-CHANGE CORPORATION | ||||
| By: | ||||
| Name: | ||||
| Its: | ||||
[signature page to amendment no. 1 to registration rights agreement]
| TEJAS: | ||||
| TEJAS SECURITIES GROUP, INC. | ||||
| By: | ||||
| Name: | ||||
| Its: | ||||
[signature page to amendment no. 1 to registration rights agreement]
| HOLDERS: | ||||
| SAMSON INVESTMENT COMPANY | ||||
| By: | ||||
| Name: | ||||
| Its: | ||||
[signature page to amendment no. 1 to registration rights agreement]
| IRONMAN PI FUND (QP), L.P. | ||||||||||
| By: IRONMAN ENERGY PARTNERS, L.P., its general partner |
||||||||||
| By: IRONMAN CAPITAL MANAGEMENT, LLC, its general partner |
||||||||||
| By: | ||||||||||
| Name: | ||||||||||
| Its: | ||||||||||
[signature page to amendment no. 1 to registration rights agreement]
| XXXX XXXXXX BRIDGE AND OPPORTUNITY FUND, LP | ||||||
| By: | ||||||
| Name: | ||||||
| Its: | ||||||
[signature page to amendment no. 1 to registration rights agreement]
