ContractConvertible Note Agreement • December 10th, 2007 • X-Change Corp • 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: 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 • December 10th, 2007 • X-Change Corp • Telephone communications (no radiotelephone) • Texas
This Tranche A Warrant (this “Warrant”) is being issued pursuant to that certain Securities Purchase Agreement dated as of even date herewith (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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 2007 • X-Change Corp • Telephone communications (no radiotelephone) • Texas
This 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 10th, 2007 • X-Change Corp • Telephone communications (no radiotelephone) • Texas
This 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”).
INTRODUCTIONGuaranty Agreement • December 10th, 2007 • X-Change Corp • Telephone communications (no radiotelephone) • Texas
This Guaranty is given in connection with the transactions described in that certain Securities Purchase Agreement dated as of December 4, 2007 by and among The X-Change Corporation, a Nevada corporation (the “Company”), Guarantor, 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 (the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings specified in the Purchase Agreement.
INTRODUCTIONSecurity Agreement • December 10th, 2007 • X-Change Corp • Telephone communications (no radiotelephone) • Texas
This Security Agreement is executed in connection with the transactions described in that certain Securities Purchase Agreement dated as of December 4, 2007 by and among The X-Change Corporation, a Nevada corporation (the “Company”), Grantor, and the Secured Parties (the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings specified in the Purchase Agreement. All terms used herein and defined in the UCC (as defined below) shall have the same definitions herein as specified therein.
