-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KeCLRxrHgCoY5mimuI/WINMOFJG7RT/ubaZx4ijSZydc6c/nEbayldcCoyGcSUxT B7ZAqv3t8Mxm+nThIJV/AQ== 0000928447-08-000038.txt : 20080722 0000928447-08-000038.hdr.sgml : 20080722 20080722104610 ACCESSION NUMBER: 0000928447-08-000038 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080722 DATE AS OF CHANGE: 20080722 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: X-CHANGE CORP CENTRAL INDEX KEY: 0000054424 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 900156146 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-57291 FILM NUMBER: 08962682 BUSINESS ADDRESS: STREET 1: 710 CENTURY PARKWAY CITY: ALLEN STATE: TX ZIP: 75013 BUSINESS PHONE: 972-747-0051 MAIL ADDRESS: STREET 1: 710 CENTURY PARKWAY CITY: ALLEN STATE: TX ZIP: 75013 FORMER COMPANY: FORMER CONFORMED NAME: DIVERSIFIED TECHNOLOGIES GROUP INC DATE OF NAME CHANGE: 20010330 FORMER COMPANY: FORMER CONFORMED NAME: CASSCO CAPITAL CORP DATE OF NAME CHANGE: 19940804 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL K C JAKES BBQ & GRILL INC DATE OF NAME CHANGE: 19940627 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: John Thomas Bridge & Opportunity Fund, L.P. CENTRAL INDEX KEY: 0001417767 IRS NUMBER: 260212408 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3 RIVERWAY, SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 713-629-5800 MAIL ADDRESS: STREET 1: 3 RIVERWAY, SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77056 SC 13D 1 sc13_d.htm SCHEDULE 13D - JTBOF - THE X-CHANGE CORPORATION sc13_d.htm
 
 
  
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
     
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No.  1)*
 
THE X-CHANGE CORPORATION
(Name of Issuer)
 
 
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
 
 
98371P109
(CUSIP Number)
 
George R. Jarkesy, Jr.
John Thomas Bridge and Opportunity Fund, L.P.
3 Riverway, Suite 1800
 Houston, Texas 77056
281-748-3277
 
With a copy to:
 
Thomas Pritchard
Three Riverway, Ste. 1800
Houston, Texas 77056
713-209-2250
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
 
July 10, 2008
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

CUSIP No.   98371P109
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
John Thomas Bridge and Opportunity Fund, L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
 o
(b)
 o
3.
SEC Use Only
4.
Source of Funds (See Instructions)
OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
6.
Citizenship or Place of Organization
John Thomas Bridge and Opportunity Fund, L.P., is a partnership formed under the laws of the State of Delaware, the United States of America.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
11,339,284(1)
8.
Shared Voting Power
-0-
9.
Sole Dispositive Power
11,339,284
10.
Shared Dispositive Power
-0-
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
11,339,284
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
13.
Percent of Class Represented by Amount in Row (11)
36%(2)
14.
Type of Reporting Person (See Instructions)
PN

 
(1) Includes (a) 1,250,000 shares of common stock of The X-Change Corporation into which the John Thomas Bridge and Opportunity Fund, L.P. has the right to convert a Tranche A Convertible Note, dated December 4, 2007 (as amended and restated on July 10, 2008), in the principal amount of $250,000, excluding interest convertible into common stock, (b) a Tranche A Warrant, dated December 4, 2007 (as amended and restated on July 10, 2008), to purchase 625,000 shares of common stock of The X-Change Corporation, (c) 3,571,428 shares of common stock of The X-Change Corporation into which the John Thomas Bridge and Opportunity Fund, L.P. has the right to convert a Tranche B Convertible Note, dated July 10, 2008 in the principal amount of $250,000, excluding interest, convertible into common stock, (d) a Tranche B Warrant, dated July 10, 2008 to purchase 3,571,428 shares of common stock of The X-Change Corporation, and (e) 2,321,428 shares acquired pursuant to the Securities Purchase Agreement dated December 4, 2007, as amended by Amendment No. 1 to the Securities Purchase Agreement dated July 10, 2008.
 
(2) Based on 31,589,501 shares of common stock outstanding as of April 30, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission May 20, 2008.

2

Item 1.
Security and Issuer
 
This amendment (the “Amendment”) amends and supplements the statements on Schedule 13D relating to the common stock, par value $0.001 per share (the “Common Stock”), of The X-Change Corporation, a Nevada corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 710 Century Parkway, Allen, Texas 75013, filed with the Securities and Exchange Commission on December 14, 2007 (the “Initial Schedule 13D”).
   
Item 2.
Identity and Background
 
Item 2 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:
 
(a) This statement is filed by Thomas Bridge and Opportunity Fund, L.P. (the “Fund”), a Delaware limited partnership and John Thomas Capital Management Group, LLC, the managing general partner of the Fund (the “GP”), a Delaware limited liability company (together, the “Reporting Persons”).   The GP may be deemed to have beneficial ownership over the securities reported herein by virtue of the discretion and authority granted to the GP to vote and to dispose of the securities held by the Fund pursuant to the Fund’s constituent documents.
 
(b) The principal business address of the Reporting Persons is 3 Riverway, Suite 1800, Houston, Texas 77056.
 
(c) The principal business of the Fund is investing in short to medium term debt and equity securities and in-force life insurance policies acquired in the life settlement transactions.  The principal business of the GP is to act as investment manager to the Fund and other investment funds.
 
(d) - (e) The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
   
Item 3.
Source and Amount of Funds or Other Consideration
 
Item 3 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:
 
On December 4, 2007, pursuant to a Securities Purchase Agreement, dated December 4, 2007, among the Issuer, the Fund and certain other purchasers (the “Securities Purchase Agreement” as amended by Amendment No. 1 (defined below), the “Amended Securities Purchase Agreement”), the Fund acquired from the Issuer a Senior Secured Convertible Term Note in the original principal amount of $250,000 (the “Original Tranche A Convertible Note”) and (ii) a warrant to purchase 625,000 shares of Common Stock (the “Original Tranche A Warrant”).  On July 10, 2008, (i) the Securities Purchase Agreement was amended by Amendment No. 1 to the Securities Purchase Agreement (“Amendment No. 1”), (ii) the Fund exchanged the Original Tranche A Convertible Note for a Senior Secured Convertible Term Note (the “Tranche A Convertible Note”), (iii) the Fund exchanged the Original Tranche A Warrant for an Amended and Restated Warrant (the “Tranche A Warrant”), (iv) the Fund acquired from the Issuer a Senior Secured Convertible Term Note in the original principal amount of $250,000 (the “Tranche B Convertible Note,” and together with the Tranche A Convertible Note, collectively the “Convertible Notes”) and (v) a warrant to purchase 3,571,428 shares of Common Stock (the “Tranche B Warrant,” and together with the Tranche A Warrant, collectively, the “Warrants”).  Pursuant to the Amended Securities Purchase Agreement, the Fund was also issued 2,321,428 shares of Common Stock on July 10, 2008.  A more detailed description of the Amended Securities Purchase Agreement, the Convertible Note, the Warrant and related agreements are set forth in Item 6 below.  The Convertible Note and Warrant were acquired with investment funds of the Fund under management by the GP.
   
Item 4.
Purpose of Transaction
 
Item 4 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:
 
The Convertible Note and Warrant were acquired for investment purposes. Consistent with such purpose, the Fund has had, and may have in the future, discussions with management and the board of directors of the Issuer regarding the Issuer’s operations, prospects, business and financial strategies and other matters as the Fund deems relevant to its investment in the Convertible Note, Warrant and any other securities of the Issuer.  The Fund has the obligation, upon satisfaction of certain conditions under the Securities Purchase Agreement, to purchase from the Issuer an additional (i) convertible note in the original principal amount of $250,000 and (ii) warrant to purchase 625,000 shares of Common Stock.
 
Pursuant to the terms of the Amended Securities Purchase Agreement, the Fund and the other purchasers named therein have the right to propose up to three (3) director nominees for the Issuer’s board of directors and the Issuer is obligated to take all lawful action to solicit proxies from its shareholders and recommend that such shareholders elect such director nominees to the Issuer’s board of directors.  The Amended Securities Purchase Agreement also allows the Fund and the other purchasers to send one non-voting observer to the meetings of the Issuer’s board of directors and the purchasers have the preemptive right to purchase such number of shares of capital stock of the Issuer to maintain their respective fully diluted percentage ownership in the Issuer.  The Issuer is also required to call a special meeting of its shareholders to amend its charter to increase the number of authorized shares of the Issuer’s Common Stock, so the Issuer will have an adequate reserve from its duly authorized shares of Common Stock to comply with its obligations under the Convertible Notes and Warrants.
 
The Fund will continue to evaluate its investment position in the Issuer and may, depending on the Issuer’s performance and market and other conditions, increase or decrease its investment position in the Convertible Note, Warrant and other securities of the Issuer.  The Fund reserves the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals regarding the Issuer or any of its securities.
 
Except as otherwise set forth herein, (i) the Fund, and to the best knowledge of the Fund, the executive officers or directors of the Fund, and (ii) the GP, and to the best knowledge of the GP, the executive officers, directors or control persons of the GP, has or have no specific plans or proposals that relate to or would result in any of the matters referenced in clauses (a) through (c), (f), or (h) through (j) of Item 4 of Schedule 13D.
 
 
Item 5.
Interest in Securities of the Issuer
 
Item 5 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:
 
(a)           As of the close of business on July 10. 2008, the Reporting Persons may be deemed to beneficially own an aggregate of 11,339,284 shares of Common Stock, representing 36% of the outstanding shares of Common Stock (based on 31,589,501 shares of Common Stock outstanding as of April 30, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission May 20, 2008).
 
(b)           The Reporting Persons have the sole power to vote, direct the voting of, dispose of and direct the disposition of the Shares, Convertible Notes, Warrants and the shares of Common Stock issued or issuable upon conversion of the Convertible Notes and upon exercise of the Warrants.  The Reporting Persons expressly disclaim beneficial ownership, or shared power to vote or dispose of any of the shares of Common Stock covered by the Voting Agreement, dated July 10, 2008, by and between the Fund and the shareholders of Issuer named therein.
 
(c)           Except as set forth in Item 6 below, there have been no transactions effected with respect to the Common Stock by the Fund during the sixty (60) day period prior to the date hereof.
 
(d)           No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D.
 
(e)           Not applicable.
 
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Item 6 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:
 
Purchase of Notes and Warrants.
 
Pursuant to the terms of the Securities Purchase Agreement (the form of which is attached hereto as Exhibit A and is incorporated herein by reference in response to this Item 6), on December 4, 2007, the Fund purchased from the Issuer (i) the Original Tranche A Convertible Note (the form of which is attached hereto as Exhibit B and is incorporated herein by reference in response to this Item 6) in the original principal amount of $250,000 and (ii) the Original Tranche A Warrant (a form of which is attached hereto as Exhibit C and is incorporated herein by reference in response to this Item 6), to purchase up to 625,000 shares of Common Stock.  In addition, pursuant to the terms of the Securities Purchase Agreement as amended by Amendment No. 1 (the form of which is attached hereto as Exhibit D and is incorporated herein by reference in response to this Item 6), on July 10, 2008, the Fund (i) exchanged with the Issuer (y) the Original Tranche A Convertible Note for the Tranche A Convertible Note (the form of which is attached hereto as Exhibit E and is incorporated herein by reference in response to this Item 6) and (z) the Original Tranche A Warrant for the Tranche A Warrant (the form of which is attached hereto as Exhibit F and is incorporated herein by reference in response to this Item 6) and (ii) purchased from the Issuer (x) the Tranche B Convertible Note (the form of which is attached hereto as Exhibit G and is incorporated herein by reference in response to this Item 6) in the original principal amount of $250,000, (y) the Tranche B Warrant (a form of which is attached hereto as Exhibit H and is incorporated herein by reference in response to this Item 6) to purchase up to 3,571,428 shares of Common Stock and (z) 11,339,284 shares of Common Stock.
 
Under the Convertible Notes, interest is payable quarterly, at the option of the Issuer, in cash or by increase in the principal amount of the Convertible Note, at a rate equal to eight percent (8%) per annum from the date of issuance.  The maturity date of the Tranche A Convertible Note and the Tranche B Convertible Note is December 4, 2012 and July 10, 2013, respectively.  The Tranche A Convertible Note is initially convertible into Common Stock at a conversion price of $0.20 per share of Common Stock, and the Tranche B Convertible Note is convertible into Common Stock at a conversion price of $0.07 per share of Common Stock.  The Convertible Notes are subject to certain anti-dilution adjustments and may be converted into Common Stock at any time prior to maturity, in whole or in part, at the election of The Fund, and are automatically converted into Common Stock upon the occurrence of certain events.  The Fund has the right to require that the Issuer redeem the Convertible Notes following an event of default under the Convertible Notes or if there is a change of control of the Issuer, in each case at a premium over the principal amount of the Convertible Note.
 
The Tranche A Warrant is initially exercisable for 625,000 shares of Common Stock at an exercise price of $0.50 per share, and the Tranche B Warrant is initially exercisable for 3,571,428 shares of Common Stock at an exercise price of $0.17 per share.  The Tranche A Warrant and the Tranche B Warrant is exercisable at the option of the Fund at any time prior to December 4, 2012 and July 10, 2013, respectively.  The Warrants are also subject to certain anti-dilution adjustments.
 
Guaranty and Security Agreement.
 
The Issuer’s obligations under the Convertible Note are fully and unconditionally guaranteed by AirGATE Technologies, Inc. (“AirGATE”), a subsidiary of the Issuer, under the terms of a Guaranty Agreement dated December 4, 2007, executed by AirGate in favor of the Fund, as collateral agent (in the form attached hereto as Exhibit I and incorporated herein by reference in response to this Item 6.
 
The Issuer’s obligations under the Convertible Note are additionally secured by liens and security interests in all of the assets of AirGATE under the terms of a Security Agreement, dated December 4, 2007, among AirGATE, Samson Investment Company, as collateral agent, the Fund and other purchasers under the Amended Securities Purchase Agreement, in the form attached hereto as Exhibit J and incorporated herein by reference in response to this Item 6.
 
Registration Rights Agreement.
 
The Issuer entered into a Registration Rights Agreement, dated December 4, 2007 (the “Original Registration Rights Agreement”, in the form attached hereto as Exhibit K and incorporated herein by reference in response to this Item 6), as amended  by Amendment No. 1 to the Registration Rights Agreement (the form of which is attached hereto as Exhibit L and incorporated herein by reference in response to this Item 6), dated July 10, 2008 (“Amendment No. 1 to the Registration Rights Agreement”) for the benefit of the Fund and each of the other purchasers under the Amended Securities Purchase Agreement (each a “Requesting Party”).  Pursuant to the terms of the Registration Rights Agreement, as amended by Amendment No. 1 to the Registration Rights Agreement (the “Amended Registration Rights Agreement”), if the Issuer receives, at any time after January 1, 2009, a request from a Requesting Party to effect a registration statement, the Issuer is required to file within 60 days after such request, a registration statement covering the shares of Common Stock issued or issuable upon conversion of the Convertible Notes or exercise of the Warrants, to ensure that the registration statement enters into effect within 180 days thereafter, and to maintain the effectiveness of the registration.  The Fund and the other Requesting Parties have the right to require that the Issuer file up to four registrations, subject to certain requirements.  In addition, the Requesting Parties are entitled to piggyback registration rights with respect to the shares of Common Stock issued or issuable upon conversion of the Convertible Notes or upon the exercise of the Warrants such that these shares may be registered with any other shares of Common Stock registered by the Issuer.  In the event that the Issuer fails to fulfill its obligation to file or effect a registration statement pursuant to the terms of the Amended Registration Rights Agreement, the Issuer has agreed to pay the Fund and the other Requesting Parties liquidated damages in the amount of $1,000 per day until such failure has been cured.  Such liquidated damages, in the aggregate, shall not exceed $150,000.



 Voting Agreement 
 
In order to facilitate the consummation of the transactions contemplated by the Amended Securities Purchase Agreement and in consideration thereof, the Fund entered into a Voting Agreement dated July 10, 2008 (the “Voting Agreement”, in the form attached hereto as Exhibit M and incorporated herein by reference in response to this Item 6) with certain shareholders of Issuer whereby the shareholders agreed to vote all of their shares of the Issuer’s Common Stock to (i) approve the amendment to the Issuer’s charter to increase the number of authorized shares so the Issuer will have an adequate reserve from its duly authorized shares to comply with its obligations under the Convertible Notes and Warrants and (ii) the shareholders will not take any action that is inconsistent with the obligations of such shareholders under the Voting Agreement, or prevent or materially delay the approvals contemplated by the Amended Securities Purchase Agreement.  In addition, the shareholders granted an irrevocable proxy in favor of the Fund and the other purchasers to approve the amendment of the Issuer’s charter to increase the number of authorized shares of the Issuer.
 
Other than the Amended Securities Purchase Agreement, the Securities Agreement, the Guaranty Agreement, the Amended Registration Rights Agreement and any other agreements executed in connection therewith, neither the Fund, and to the best knowledge of the Fund, the executive officers or directors of the Fund, nor the GP, and to the best knowledge of the GP, the executive officers, directors or control persons of the GP have executed any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer.
   
Item 7.
Material to Be Filed as Exhibits
 
Item 7 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:
 
The Exhibit Index is incorporated herein by reference.
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:   July 14, 2008
 
JOHN THOMAS BRIDGE AND OPPORTUNITY FUND, L.P.
 
 
 
By:  John Thomas Capital Management Group, LLC
 
Its:  General Partner
 
 
 
By:
/s/ George R. Jarkesy, Jr.
George R. Jarkesy, Jr.
Its:  Managing Member


EXHIBIT INDEX
 
A.
Securities Purchase Agreement, dated December 4, 2007, by and among the Issuer, the Fund and the other parties thereto (incorporated by reference to Exhibit 4.1 to Issuer’s Form 8-K filed on December 10, 2007).
 
 
B.
Form of Senior Secured Convertible Term Note—Tranche A, dated December 4, 2007, issued by the Issuer to the Fund (incorporated by reference to Exhibit 4.2 to Issuer’s Form 8-K filed on December 10, 2007).
 
 
C.
Form of Tranche A Warrant, dated December 4, 2007, issued by the Issuer to the Fund (incorporated by reference to Exhibit 10.1 to Issuer’s Form 8-K filed on December 10, 2007).
 
 
D.
Amendment No. 1 to the Securities Purchase Agreement, dated July 10, 2008, as amended July 10, 2008, by and among the Issuer, the Fund and the other parties thereto (incorporated by reference to Exhibit 4.1 to Issuer’s Form 8-K filed on July 17, 2008).
 
 
E.
Form of the Amended and Restated Senior Secured Convertible Term Note — Tranche A, dated effective December 4, 2007, issued by the Issuer to the Fund thereto (incorporated by reference to Exhibit 4.2 to Issuer’s Form 8-K filed on July 17, 2008).
 
 
F.
Form of Amended and Restated Tranche A Warrant, dated effective December 4, 2007, issued by the Issuer to the Fund thereto (incorporated by reference to Exhibit 10.1 to Issuer’s Form 8-K filed on July 17, 2008).
   
 
 
G.
  
Form of Senior Secured Convertible Term Note — Tranche B, dated July 10, 2008, issued by the Issuer to the Fund thereto (incorporated by reference to Exhibit 4.3 to Issuer’s Form 8-K filed on July 17, 2008).
   
 
 
H.
  
Form of Tranche B Warrant, dated July 10, 2008, issued by the Issuer to the Fund thereto (incorporated by reference to Exhibit 10.2 to Issuer’s Form 8-K filed on July 17, 2008).
   
 
 
I.
  
Guaranty Agreement, dated December 4, 2007, by and among the Issuer and the Fund, as the collateral agent (incorporated by reference to Exhibit 10.4 to Issuer’s Form 8-K filed on December 10, 2007).
   
 
 
J.
  
Security Agreement, dated December 4, 2007, by and among the Issuer, the Fund and the other parties thereto (incorporated by reference to Exhibit 10.3 to Issuer’s Form 8-K filed on December 10, 2007).
   
 
 
K.
  
Registration Rights Agreement, dated December 4, 2007, by and among the Issuer, the Fund and the other parties thereto (incorporated  by reference to Exhibit 10.2 to Issuer’s Form 8-K filed on December 10, 2007).
   
 
 
L.
  
Amendment No. 1 to the Registration Rights Agreement, dated July 10, 2008, by and among the Issuer, the Fund and the other parties thereto (incorporated by reference to Exhibit 10.3 to Issuer’s Form 8-K filed on July 17, 2008).
   
 
 
M.
  
Voting Agreement, dated July 10, 2008, by and among the Fund and the shareholders of the Issuer party thereto (incorporated by reference to Exhibit 10.4 to Issuer’s Form 8-K filed on July 17, 2008).

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