ContractConvertible Note Agreement • July 14th, 2008 • Ironman Energy Partners II LP • Telephone communications (no radiotelephone) • Texas
THIS 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.
Issuer: The X-Change Corporation Class of Stock: Common Stock Issue Date: December 4, 2007 Date Amended: July ___, 2008 Expiration Date: December 4, 2012 Warrant No.Warrant Agreement • July 14th, 2008 • Ironman Energy Partners II LP • Telephone communications (no radiotelephone) • Texas
This Amended and Restated Tranche A Warrant (this “Warrant”) amends and restates the Tranche A Warrant issued pursuant to that certain Securities Purchase Agreement dated 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.
VOTING AGREEMENTVoting Agreement • July 14th, 2008 • Ironman Energy Partners II LP • 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 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 14th, 2008 • Ironman Energy Partners II LP • 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.”
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 14th, 2008 • Ironman Energy Partners II LP • 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).
