X-Change Corporation (Form: 8-K)


1. Agreeme	nt to Sell and Purchase			1
2.	Closing, Delivery and Payment				2
		2.1	Closings		2
		2.2	Purchase of the Notes and the Warrants		2
		2.3	Company’s First Closing Deliverables		2
		2.4	Purchasers’ First Closing Deliverables		3
		2.5	Company’s Second Closing Deliverables		4
		2.6	Purchasers’ Second Closing Deliverables		4
		2.7	Conditions Precedent to Obligations to the Purchasers		4
3.	Representations and Warranties of the Company				5
		3.1	Organization, Good Standing and Qualification		5
		3.2	Subsidiaries		6
		3.3	Capitalization; Voting Rights		6
		3.4	Authorization; Binding Obligations		7
		3.5	Liabilities		7
		3.6	Agreements; Action		7
		3.7	Obligations to Related Parties		8
		3.8	Changes		8
		3.9	Title to Properties and Assets; Liens, Etc		9
		3.10	Intellectual Property		10
		3.11	Compliance with Other Instruments		11
		3.12	Litigation		11
		3.13	Tax Returns and Payments		12
		3.14	Registration Rights and Voting Rights		12
		3.15	Compliance with Laws; Permits		12
		3.16	Environmental and Safety Laws		13
		3.17	Valid Offering; No Integrated Offering		13
		3.18	Insurance		13
		3.19	SEC Reports		14
		3.20	OTCBB Quotation		14
		3.21	Dilution		14
		3.22	Employees		14
		3.23	Full Disclosure		15
		3.24	Stop Transfer		15
		3.25	Broker’s Fees		15
		3.26	Application of Takeover Protections		15
4.	Representations and Warranties of the Purchasers				15
		4.1	No Shorting		15
		4.2	Requisite Power and Authority		16
		4.3	Investment Representations		16
		4.4	Purchaser Bears Economic Risk		16
		4.5	Acquisition for Own Account		16
		4.6	Purchaser Can Protect Its Own Interests		17
		4.7	Accredited Investor		17
		4.8	Broker’s Fees		17
		4.9	Legends		17
5.	Covenants of the Company				18
		5.1	Reporting Requirements		18
		5.2	Taxes		18
		5.3	Insurance		18
		5.4	Maintenance of Rights		19
		5.5	Properties		19
		5.6	Confidentiality; Press Release		19
		5.7	Reissuance of Securities		19
		5.8	Preemptive Rights		20
		5.9	Observer Rights		20
		5.10	Fair Market Value of Options		21
		5.11	Use of Proceeds		21
		5.12	Trading		21
		5.13	Filings		21
		5.14	Corporate Existence		21
		5.15	Integration		21
		5.16	Financial Information		21
		5.17	Access to Facilities		22
		5.18	Reservation of Shares		22
		5.19	Bylaws		22
6.	Covenants of the Purchasers				22
		6.1	Short Sales		22
		6.2	Resales by Purchasers		23
7.	Covenants of the Company and the Purchasers Regarding Indemnification				23
		7.1	Company Indemnification		23
		7.2	Purchaser’s Indemnification		23
		7.3	Characterization of Indemnification Payments		23
8.	Definitions				24
		8.1	Certain Defined Terms		24
		8.2	Terms Defined Elsewhere in this Agreement		27
		8.3	Other Definitional and Interpretive Matters		28
9.	Miscellaneous				28
		9.1	Governing Law; Venue		28
		9.2	Survival		29
		9.3	Successors and Assigns		29
		9.4	Entire Agreement		29
		9.5	Amendment and Waiver		29
		9.6	Delays or Omissions		30
		9.7	Notices		30
		9.8	Titles and Subtitles		31
		9.9	Counterparts		31
		9.10	Attorneys’ Fees		32
		9.11	Expenses		32
		9.12	Construction		32
		9.13	Non-Recourse		32
		9.14	Exhibits		32


Schedule 3.2 Schedule 3.3(a)(i) Schedule 3.3(a)(ii) Schedule 3.3(b)(i) Schedule 3.3(b)(ii) Schedule 3.6(a) Schedule 3.7 Schedule 3.8 Schedule 3.9 Schedule 3.10 Schedule 3.12 Schedule 3.13 Schedule 3.14 Schedule 3.16 Schedule 3.19 Schedule 8.1		Subsidiaries Fully-Diluted Common Stock Immediately Before the First Closing Fully-Diluted Common Stock Immediately After the First Closing Capitalization Anti-dilution and Similar Provisions Agreements Related Parties Changes Properties/Encumbrances Intellectual Property Litigation Taxes Registration Rights Environmental SEC Reports Permitted Liens

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”).

WHEREAS, the Company desires to sell to the Purchasers (a) an aggregate principal amount of $1,800,000 of the Company’s Senior Secured Convertible Term Notes bearing an annual interest rate of 8% with a maturity date of five (5) years from the date of issuance (the “Tranche A Notes”), in the form attached hereto as Exhibit A, which are convertible into shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), and (b) warrants, in the form attached hereto as Exhibit B, to purchase 4,500,000 shares of the Company’s Common Stock (each such warrant a “Tranche A Warrant” and, collectively, the “Tranche A Warrants”); and

WHEREAS, the Company desires to sell to the Purchasers (a) an aggregate principal amount of $1,800,000 of the Company’s Senior Secured Convertible Term Notes bearing an annual interest rate of 8% with a maturity date of five (5) years from the date of issuance (the “Tranche B Notes” and, together with the Tranche A Notes, the “Notes”), in the form attached hereto as Exhibit C, which are convertible into shares of the Company’s Common Stock, and (b) a warrant, in the form attached hereto as Exhibit D, to purchase up to 4,500,000 shares of the Company’s Common Stock (each such warrant a “Tranche B Warrant” and, collectively, the “Tranche B Warrants” and, together with the Tranche A Warrants, the “Warrants”); and

WHEREAS, the Purchasers, acting severally and not jointly, desire to purchase the Notes and the Warrants on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

On the basis of the representations and warranties herein contained and subject to the terms and conditions set forth in this Agreement and the Related Agreements, the Company hereby agrees to sell to each Purchaser, and each Purchaser, acting severally and not jointly, hereby agrees to purchase from the Company, the Securities as follows:

(a) on the First Closing (as defined herein), (i) a Tranche A Note in the principal amount as is set forth opposite such Purchaser’s name on Exhibit E attached hereto and (ii) a Tranche A Warrant to purchase the number of shares of Common Stock set forth opposite such Purchaser’s name on Exhibit E attached hereto; and

(b) on the Second Closing (as defined herein), (i) a Tranche B Note in the principal amount as is set forth opposite such Purchaser’s name on Exhibit E attached hereto and (ii) a Tranche B Warrant to purchase the number of shares of Common Stock set forth opposite such Purchaser’s name on Exhibit E attached hereto.

The purchase and sale of the Notes and Warrants, as set forth in Section 2 hereof, are referred to herein as the “Offering.” Collectively, the Notes, the Warrants and the Common Stock issuable upon conversion of the Notes and upon exercise of the Warrants are referred to as the “Securities.” Wherever in this Agreement there is a reference to a specific number of shares of Common Stock of the Company, or a price per share of such stock or exercise price per share of such stock, then, upon the occurrence of any subdivision, combination, or stock dividend of the Common Stock, the specific number of shares or the price so referenced in this Agreement shall automatically be proportionally adjusted to reflect the affect on the outstanding shares of Common Stock by such subdivision, combination, or stock dividend.

(a) First Closing. The purchase and sale of the Tranche A Notes and the Tranche A Warrants pursuant to this Agreement (the “First Closing”) shall take place on the date hereof at 10:00 a.m. Dallas, Texas time at the offices of the Company’s counsel, Strasburger & Price, LLP, 901 Main Street, Suite 4400, Dallas, Texas 75201, or at such other time or place as the Company and the Purchasers may mutually agree (the date on which the First Closing occurs, the “First Closing Date”).

(b) Second Closing. The purchase and sale of the Tranche B Notes and the Tranche B Warrants pursuant to this Agreement (the “Second Closing”) shall, if it occurs, take place no later than the fifth (5th) Business Day after the execution by the Company of a definitive development agreement for an RFID drill pipe tagging system which is deemed acceptable to the Purchasers, in their reasonable discretion with either (i) National Oilwell Varco, Incorporated, or (ii) such other oil and gas industry participant with gross revenues of not less than $200,000,000 (the “Development Agreement”), at 10:00 a.m. Dallas, Texas time at the offices of the Company’s counsel, Strasburger & Price, LLP, 901 Main Street, Suite 4400, Dallas, Texas 75201, or at such other time or place as the Company and the Purchasers may mutually agree (the date on which the Second Closing occurs, the “Second Closing Date”).

2.2 Purchase of the Notes and the Warrants. The Notes and the Warrants shall be purchased, severally and not jointly, by the Purchasers and sold by the Company in accordance with the terms herein and as set forth in each of the Related Agreements.

2.3 Company’s First Closing Deliverables. At the First Closing, the Company will deliver to each Purchaser the following:

(a) an executed original of this Agreement (including all exhibits and schedules);

(b) a Tranche A Note in such principal amount as is set forth opposite such Purchaser’s name on Exhibit E;

(c) a Tranche A Warrant to purchase the number of shares of Company Common Stock set forth opposite such Purchaser’s name on Exhibit E;

(g) copies of resolutions, certified by the secretary of the Company as to the authorization of this Agreement and all of the transactions contemplated hereby;

(h) certificates of good standing dated not more than five Business Days prior to the First Closing Date with respect to (i) the Company issued by the Secretary of State of the State of Nevada and (ii) AirGATE issued by the Secretary of State of the State of Texas;

(i) copies of all waivers and consents required in connection with the execution and delivery of this Agreement and the Related Agreements and the performance of the transactions contemplated hereby and thereby;

(j) by wire transfer of immediately available funds to the account or accounts specified by the Purchasers, the reasonable out-of-pocket expenses incurred by the Purchasers in connection with the preparation and negotiation of, and consummation of the transactions contemplated by, the Transaction Documents, including but not limited to legal fees and consultants; provided, however, that the maximum amount to be reimbursed by the Company to the Purchasers shall not exceed $80,000;

(k) a legal opinion of Company Counsel to the Purchasers in the form attached hereto as Exhibit I;

(l) copies of the UCC-1s evidencing that the same has been filed as required by the Security Agreement; and

(m) such other documents as the Purchasers shall reasonably request at least forty-eight (48) hours before hand.

2.4 Purchasers’ First Closing Deliverables. At the First Closing, each Purchaser will deliver to the Company, to the extent applicable, the following:

(d) by wire transfer of immediately available funds to such bank account or accounts as the Company may request in writing at least two (2) Business Days prior to the First Closing Date, an amount equal to the principal amount of the Tranche A Note set forth opposite such Purchaser’s name on Exhibit E.

2.5 Company’s Second Closing Deliverables. At the Second Closing, if it occurs, the Company shall deliver to each such Purchaser the following:

(a) an executed Tranche B Note in such principal amount as is set forth opposite such Purchaser’s name on Exhibit E;

(b) an executed Tranche B Warrant to purchase the number of shares of Company Common Stock set forth opposite such Purchaser’s name on Exhibit E;

(c) certificates of good standing dated not more than five Business Days prior to the Second Closing Date with respect to (i) the Company issued by the Secretary of State of the State of Nevada and (ii) AirGATE issued by the Secretary of State of the State of Texas;

(d) by wire transfer of immediately available funds to the account or accounts specified by the Purchasers, the reasonable out-of-pocket expenses incurred by the Purchasers in connection with the preparation and negotiation of, and consummation of the transactions contemplated by, the Transaction Documents, including but not limited to legal fees and consultants; provided, however, that the maximum amount to be reimbursed by the Company to the Purchasers on the First Closing Date and the Second Closing Date shall not exceed $80,000 in the aggregate;

(e) a legal opinion of Company Counsel to the Purchasers in the form attached as Exhibit I;

(f) a certificate executed by the Chief Executive Officer or Chief Financial Officer of the Company confirming the satisfaction as of the Second Closing Date of each of the conditions precedent set forth in Section 2.7 hereof; and

2.6 Purchasers’ Second Closing Deliverables. At the Second Closing, if it occurs, each Purchaser shall deliver to the Company by wire transfer of immediately available funds to such bank account or accounts as the Company may request in writing at least two (2) Business Days prior to the Second Closing Date, if it occurs, an amount equal to the principal amount of the Tranche B Note set forth opposite such Purchaser’s name on Exhibit E.

2.7 Conditions Precedent to Obligations to the Purchasers. The obligation of the Purchasers to purchase the Tranche B Notes and Tranche B Warrants on the Second Closing Date pursuant to this Agreement is conditioned upon (any or all of which may be waived by the Purchasers in whole or in part to the extent permitted by applicable Law):

(a) The accuracy on the Second Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Second Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Second Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Second Closing Date, all of which shall be confirmed to the Purchaser by delivery of the certificate of the chief executive officer of the Company to that effect;

(b) There not having occurred any (i) receipt of notice that its Common Stock will not be eligible to be quoted on the OTCBB or that its Common Stock does not meet all requirements for such quotation or (ii) failure of the continued quotation of the Common Stock on the OTCBB;

(c) There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; and

(d) There shall not be in effect any Law, order, ruling, judgment or writ of any Governmental Body restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

The Company and AirGATE hereby make, jointly and severally, the following representations and warranties to the Purchasers:

3.1 Organization, Good Standing and Qualification. Each of the Company and AirGATE is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has the corporate power and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Notes and the Warrants, (iii) the Security Agreement dated as of even date herewith between the Company, AirGATE and each Purchaser substantially in the form of Exhibit F (as amended, modified or supplemented from time to time, the “Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of even date herewith between the Company and each Purchaser substantially in the form of Exhibit G (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (v) the Guaranty Agreement dated as of even date herewith between the Company, AirGATE and each Purchaser substantially in the form of Exhibit H (as amended, modified or supplemented from time to time, the “Guaranty Agreement”), and (v) all other agreements, documents or instruments contemplated hereunder or delivered pursuant hereto (preceding clauses (iii)-(vi), collectively, the “Related Agreements”), to issue and sell the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”), to issue and sell the Warrant and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares,”), and to carry out the provisions of this Agreement and the Related Agreements and to carry on its respective business as presently conducted. Each of the Company and AirGATE is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which it conducts its business, except for those jurisdictions in which the failure to be so qualified and authorized has not had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and AirGATE, taken individually and as a whole (a “Material Adverse Effect”).

3.2 Subsidiaries. Except as disclosed on Schedule 3.2, the Company owns 100% of the issued and outstanding shares of the capital stock of AirGATE free and clear of any and all Liens (the “AirGATE Shares”) and has no Subsidiaries other than AirGATE. All the issued and outstanding shares of capital stock of AirGATE are validly issued and are fully paid, non-assessable and free of preemptive and similar rights. Other than AirGATE, the Company does not own or control, directly or indirectly, any interest in any other corporation, association, or other business entity. Neither the Company nor AirGATE is a participant in any joint venture, partnership or similar arrangement. For the purpose of this Agreement, “Subsidiary” means (i) a corporation or other entity whose shares of stock or other ownership interests having ordinary voting power to elect a majority of the directors of such corporation, are owned, directly or indirectly, by the Company or (ii) a corporation or other entity in which the Company owns, directly or indirectly, more than 50% of the equity interests.

(a) The authorized capital stock of the Company, as of even date herewith, consists of 100,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock, par value $0.001 per share (“Preferred Stock). As of the date hereof, 31,589,501 shares of Common Stock were issued and outstanding, and no shares of Preferred Stock had been issued or were outstanding. Set forth on Schedule 3.3(a)(i) is the Fully-Diluted Common Stock of the Company immediately before the First Closing. Set forth on Schedule 3.3(a)(ii) is the Fully-Diluted Common Stock of the Company immediately after the First Closing.

(b) Except as set forth on Schedule 3.3(b)(i), there are no outstanding options, warrants, rights (including conversion or preemptive rights, rights of first refusal or similar rights), proxy or stockholder agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Company or AirGATE of any of their securities. Except as set forth on Schedule 3.3(b)(ii), neither the offer, issuance or sale of any of the Notes, the Warrants or the issuance of the Note Shares or Warrant Shares, nor the consummation of any of the transactions contemplated hereby will result in a change in the price or number of any securities of the Company or AirGATE outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. The sale of the Notes and Warrants, the subsequent conversion of the Notes into Note Shares and the Warrants into Warrant Shares and any of the transactions contemplated under the Transaction Documents are not and will not be subject to any preemptive rights, rights of first refusal, rights of first offer or any similar rights that have not already been properly waived or complied with as of the date hereof.

(c) All issued and outstanding shares of the Company’s Common Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable, and (ii) were issued in compliance with all applicable state and federal Laws concerning the issuance of securities.

(d) The rights, preferences, privileges and restrictions of the shares of the Common Stock are as stated in the Company’s Certificate of Incorporation (the “Charter”). The Note Shares and Warrant Shares have been duly and validly reserved for issuance, and when issued in compliance with the provisions of the Transaction Documents, such shares will be validly issued, fully paid and nonassessable, and will be free of any Lien; provided, however, the Securities may be subject to restrictions on transfer under state and/or federal securities Laws as set forth herein, or as otherwise required by such Laws at the time a transfer is proposed.

3.4 Authorization; Binding Obligations. All corporate action on the part of the Company, AirGATE, their officers and directors necessary for the valid authorization of the Transaction Documents, and the performance of all obligations of the Company or AirGATE hereunder and thereunder (including, without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Note Shares and Warrant Shares), has been taken. The Transaction Documents, the Note Share and Warrant Shares have been (or upon delivery will have been) duly executed by the Company and when delivered in accordance with the terms hereof, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) general principles of equity that restrict the availability of equitable or legal remedies. Each of the Securities have been duly and validly authorized for issuance by the Company and, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) general principles of equity that restrict the availability of equitable or legal remedies. No approval of the stockholders of the Company is required for the Company to issue and deliver to the Purchasers the Securities contemplated by the Transaction Documents.

3.5 Liabilities. Other than as disclosed in the Company’s Quarterly Report on Form 10-QSB for its fiscal quarter ended September 30, 2007, neither the Company nor AirGATE has any material liabilities (contingent or otherwise), except current liabilities incurred in the ordinary course of business consistent with past practices subsequent to September 30, 2007.

(a) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or AirGATE is a party or by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company or AirGATE in excess of $50,000; or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company or AirGATE (other than licenses arising from the purchase of “off the shelf” or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s or AirGATE’s products or services; or (iv) indemnification by the Company or AirGATE with respect to infringements of proprietary rights.

(b) For the purposes of subsection (a) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

3.7 Obligations to Related Parties. Except as set forth on Schedule 3.7, there are no obligations of the Company or AirGATE to officers, directors, stockholders or employees of the Company. None of the officers, directors or, to the Company’s or AirGATE’s knowledge, key employees or stockholders of the Company or any members of their immediate families, are indebted to the Company or AirGATE, individually or in the aggregate, in excess of $50,000 or have any direct or indirect ownership interest in any firm or corporation with which the Company or AirGATE is affiliated or with which the Company or AirGATE has a business relationship, or any firm or corporation that competes with the Company or AirGATE, other than passive investments in publicly traded companies (representing less than one percent (1%) of such company) that may compete with the Company or AirGATE. Except as described above, no officer, director or stockholder, or any member of their immediate families, is, directly or indirectly, interested in any material contract with the Company or AirGATE and no agreements, understandings or proposed transactions are contemplated between the Company or AirGATE and any such person. The Company is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.

3.8 Changes. Except set forth on Schedule 3.8, since September 30, 2007, there has not been:

(a) any change in the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company or AirGATE which, individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect;

(b) any resignation or termination of any officer, key employee or group of employees of the Company or AirGATE;

(c) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(d) any waiver by the Company or AirGATE of a valuable right or of a material debt owed to it;

(e) any direct or indirect loans made by the Company or AirGATE to any stockholder, employee, officer or director of the Company or AirGATE, other than advances made in the ordinary course of business;

(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder of the Company or AirGATE;

(g) any declaration or payment of any dividend or distribution of cash, property or other assets of the Company or AirGATE, or any purchase, redemption or entry into any agreements to purchase or redeem any shares of its capital stock;

(i) any debt, obligation or liability incurred, assumed or guaranteed by the Company or AirGATE, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;

(j) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of the Company or AirGATE;

(l) any change in the Company’s or AirGATE’s method of accounting or the identity of their auditors or any material change relating to the reporting of, payment of or liability for Taxes;

(m) any change in any agreement to which the Company or AirGATE is a party or by which it is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect;

(n) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; or

(o) any arrangement or commitment by the Company or AirGATE to do any of the acts described in subsection (a) through (n) above.

3.9 Title to Properties and Assets; Liens, Etc. Neither the Company nor AirGATE own any real property. Schedule 3.9 contains a true and complete list of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or AirGATE (collectively, including the improvements thereon, the “Leased Real Property”), and for each parcel of Leased Real Property, contains a correct street address of such Leased Real Property. Except as set forth on Schedule 3.9, the Company or AirGATE, as the case may be, has good and marketable title to all owned assets, and valid leasehold interests in its Leased Real Property and leased assets, in each case subject to no Lien, other than Permitted Liens. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company or AirGATE are, individually or in the aggregate, in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. The Company and AirGATE are each in compliance with all material terms of each lease to which such company is a party or is otherwise bound. Each lease is in full force and effect and neither the Company nor AirGATE has received any notice of any default or event that notice or lapse of time, or both, would constitute a default by the Company or AirGATE under any such lease and, to the knowledge of the Company and AirGATE, no other party is in default thereof, and no party to the lease has exercised any termination rights with respect thereto.

(a) Schedule 3.10 contains a complete and accurate list of all (i) issuances, registrations and applications for Patents, Marks, Domain Names and Copyrights that the Company or AirGATE owns or has filed or under which the Company or AirGATE has been granted a license or other right, (ii) licenses, sublicenses, options or agreements to which the Company or AirGATE is a party or by which the Company or AirGATE is bound and pursuant to which the Company or AirGATE is granted a license or other right under any third party Intellectual Property Rights (other than licenses for Software pursuant to shrink-wrap or click-through agreements on reasonable terms through commercial distributors or consumer retail stores for a license fee of no more than $10,000), and (iii) licenses, sublicenses, options or agreements to which the Company or AirGATE is a party or by which the Company or AirGATE is bound and pursuant to which any third party is granted a license or other right under any material Intellectual Property Rights owned or licensed by the Company or AirGATE.

(b) The Company or AirGATE, as the case may be, owns and possesses title to, or has sufficient valid and enforceable licenses to use and otherwise exploit, all Intellectual Property Rights set forth on Schedule 3.10 and all other material Company Intellectual Property Rights as the same are used and otherwise exploited by the Company or AirGATE in its business as now conducted and, to the Company’s and AirGATE’s knowledge, as presently proposed to be conducted. The Company Intellectual Property Rights include all Intellectual Property Rights necessary and sufficient to enable the Company and AirGATE to conduct their respective business as now conducted.

(c) Neither the Company nor AirGATE has received any claim, notice or communication alleging that the Company or AirGATE has infringed, misappropriated or violated any Intellectual Property Rights of any third party or challenging the use, validity or enforceability of any of the Company Intellectual Property Rights nor is the Company or AirGATE aware of any basis therefor. To the Company’s and AirGATE’s knowledge, the conduct of the Company’s and AirGATE’s respective business has not infringed, misappropriated, constituted the misappropriation of or violated, and does not infringe, misappropriate, constitute the misappropriation of or violate, any Intellectual Property Rights of any third party. The transactions contemplated by this Agreement will have no material adverse effect on the Company’s or AirGATE’s right, title or interest in and to the Intellectual Property Rights listed on Schedule 3.10 or any other Company Intellectual Property Rights, and all of such Intellectual Property Rights and Company Intellectual Property Rights shall be owned or available for use by the Company or AirGATE on substantially identical terms and conditions immediately after Closing.

(d) To the Company’s and AirGATE’s knowledge, no third party is infringing, misappropriating or violating any Company Intellectual Property Rights owned by or exclusively licensed to the Company or AirGATE.

(e) To the Company’s and AirGATE’s knowledge, no Intellectual Property Rights of any of their respective employees made prior to their employment by the Company or AirGATE, as the case may be, are utilized in the conduct of the business of the Company or AirGATE, except for such Intellectual Property Rights that have been rightfully and validly assigned to the Company or AirGATE in writing. Each employee, consultant and independent contractor of the Company or AirGATE has entered into a written non-disclosure and invention assignment agreement with the Company or AirGATE, as the case may be. The Company and AirGATE have taken commercially reasonable steps to maintain and protect their Trade Secrets.

(f) To the Company’s and AirGATE’s knowledge, none of their respective employees is obligated under any contract (including any license, covenant or commitment of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee’s best efforts to promote the interests of the Company or AirGATE, as the case may be, or that would conflict with the Company’s or AirGATE’s business. Neither the execution nor the delivery of the Transaction Documents, nor the carrying on of the Company’s or AirGATE’s business by the employees of such company, will, to the Company’s and AirGATE’s knowledge, conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated.

3.11 Compliance with Other Instruments. The execution and delivery by the Company of the Transaction Documents, the issuance of the Securities, and the consummation by the Company and AirGATE of the other transactions contemplated hereby and thereby do not, and compliance with the provisions of the Transaction Documents will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or AirGATE under, or result in the termination of, or require that any consent be obtained or any notice be given with respect to (i) the Charter, Bylaws or other organizational documents of the Company or AirGATE, in each case as amended to the date of this Agreement, (ii) any loan or credit agreement, debenture, bond, mortgage, indenture, lease, contract or other agreement, or instrument or permit applicable to the Company or AirGATE or their respective properties or assets or (iii) any Law applicable to, or any judgment, decree or order of any Governmental Body having jurisdiction over, the Company or AirGATE or any of their respective properties or assets.

3.12 Litigation. Except as set forth in Schedule 3.12, there is no Action pending or, to the Company’s knowledge, currently threatened against the Company that questions the validity of, or prevents the Company from entering into, the Transaction Documents, or from consummating the transactions contemplated hereby or thereby, or which has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect or could result in any change in the current equity ownership of the Company, nor is the Company aware that there is any basis to assert any of the foregoing. Neither the Company nor AirGATE is a party or subject to the provisions of any order, writ, injunction, judgment or decree of any Governmental Body. There is no Action by the Company or AirGATE currently pending or which the Company or AirGATE intends to initiate. Neither the Company nor AirGATE, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities Laws or a claim of breach of fiduciary duty.

3.13 Tax Returns and Payments. Except as set forth on Schedule 3.13, the Company and AirGATE have duly and timely filed all Tax Returns required to be filed by or on behalf of the Company or AirGATE in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns are true, complete and correct in all material respects. All Taxes shown to be due and payable on such Tax Returns, any assessments imposed, and all other Taxes due and payable by the Company have been fully and timely paid or will be fully and timely paid prior to the time they become delinquent. Neither the Company nor AirGATE has been advised:

Neither the Company nor AirGATE has any knowledge of any liability of any Tax to be imposed upon its properties or assets for which adequate reserves have not been established. With respect to any period for which Tax Returns have not yet been filed or for which Taxes are not yet due or owing, the Company and AirGATE have made due and sufficient accruals for such Taxes on their books in accordance with GAAP. No claim has been made by any governmental authority in a jurisdiction where the Company or AirGATE does not file Tax Returns such that it is or may be subject to taxation by that jurisdiction. Neither the Company nor AirGATE is a party to or bound by any Tax sharing agreement or Tax indemnity agreement, arrangement or practice. Neither the Company nor AirGATE has entered into a “listed transaction” within the meaning of Treasury Regulations § 1.6011-4(b).

3.14 Registration Rights and Voting Rights. Except as set forth on Schedule 3.14, neither the Company nor AirGATE is presently under any obligation, and neither the Company nor AirGATE has granted any rights (including, “piggy-back” registration rights), to register with the SEC or any other Governmental Body any of the Company’s or AirGATE’s presently outstanding securities or any of its securities that may hereafter be issued. To the Company’s or AirGATE’s knowledge, no stockholder of the Company or AirGATE has entered into any agreement with respect to the voting of equity securities of the Company or AirGATE.

3.15 Compliance with Laws; Permits. Neither the Company nor AirGATE is in violation of any applicable Law of any Governmental Body thereof in respect of the conduct of its business or the ownership of its properties which has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of the Transaction Documents and the issuance of any of the Securities, except such as has been duly and validly obtained or filed. Each of the Company and AirGATE has all material franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

3.16 Environmental and Safety Laws. Except as set forth in Schedule 3.16, neither the Company nor AirGATE is in material violation of any Environmental Law, and to its knowledge, no material expenditures are or will be required in order to comply with any such existing Law. The Company and AirGATE (i) have received all permits, license or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (ii) are in compliance with all terms and conditions of any such permit, license or approval. No Hazardous Materials (as defined below) are used or have been used, stored, or disposed of by the Company or AirGATE, or, to the Company’s or AirGATE’s knowledge, by any other person or entity on any property owned, leased or used by the Company or AirGATE, as the case may be. For the purposes of the preceding sentence, “Hazardous Materials” shall mean:

(a) materials which are listed or otherwise defined as “hazardous” or “toxic” under any applicable local, state, federal and/or foreign Laws and regulations that govern the existence and/or remedy of contamination on property, the protection of the environment from contamination, the control of hazardous wastes, or other activities involving hazardous substances, including building materials; or

(a) Assuming the accuracy of the representations and warranties of the Purchasers contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and are exempt from registration and qualification under the registration, permit or qualification requirements of all applicable state securities Laws.

(b) Neither the Company, nor AirGATE or their Affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to the Transaction Documents to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions.

3.18 Insurance. The Company or AirGATE, as the case may be, is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary for companies similarly situated to the Company or AirGATE in the same or similar business. The Company and AirGATE have no reason to believe that it will not be able to renew their existing coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business on terms consistent with market for the Company’s and AirGATE’s business.

3.19 SEC Reports. The Company has filed all proxy statements, reports and other documents required to be filed by it under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, except as set forth on Schedule 3.19. The Company has furnished the Purchasers with, or has otherwise made available to the Purchasers, copies of: (i) its Annual Report on Form 10-KSB for its fiscal year ended December 31, 2006, (ii) its Quarterly Reports on Form 10-QSB for its fiscal quarters ended March 31, 2007, June 30, 2007 and September 30, 2007 and (iii) its Form 8-K filings made during fiscal year 2007 to date (collectively, the “SEC Reports”). Except as set forth on Schedule 3.19, as of their respective dates, each SEC Report complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports nor the financial statements (including the notes thereto) included in the SEC Reports, as of their respective filing dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth on Schedule 3.19, the financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Except as set forth on Schedule 3.19, such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company and AirGATE as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

3.20 OTCBB Quotation. The Company’s Common Stock is quoted on the OTC Bulletin Board (“OTCBB”) and satisfies all requirements for the continuation of such quotation. The Company has not received any notice that its Common Stock will not be eligible to be quoted on the OTCBB or that its Common Stock does not meet all requirements for such quotation.

3.21 Dilution. The Company specifically acknowledges that its obligation to issue the shares of Common Stock upon conversion of the Notes and/or exercise of the Warrants is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other stockholders of the Company.

3.22 Employees. Neither the Company nor AirGATE has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company’s or AirGATE’s knowledge, threatened with respect to the Company or AirGATE. Neither the Company nor AirGATE is aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees. No officer of the Company or AirGATE, to the knowledge of the Company and AirGATE, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of such officer does not subject the Company or AirGATE to any liability with respect to any of the foregoing matters.

3.23 Full Disclosure. Each of the Company and AirGATE has provided the Purchasers with all information requested by the Purchasers in connection with their decision to purchase, severally and not jointly, the Notes and Warrants, including all information the Company and AirGATE believe is reasonably necessary to make such investment decision. Neither the Transaction Documents, the exhibits and schedules thereto nor any other document delivered by the Company or AirGATE to the Purchasers or their attorneys or agents in connection herewith or therewith or with the transactions contemplated hereby or thereby, contain any untrue statement of a material fact nor omit to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances in which they are made, not misleading.

3.24 Stop Transfer. Neither the Company nor AirGATE will issue any stop transfer order or other order impeding the sale and delivery of any of the Securities at such time as the Securities are registered for public sale or an exemption from registration is available, except as required by state and federal securities Laws. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Exchange Act or Securities Act.

3.25 Broker’s Fees. Except for Tejas Securities Group, Inc., no agent, broker, investment banker, person or firm acting on behalf of or under the authority of the Company or AirGATE is or will be entitled to any broker’s or finder’s fee or any other commission in connection with the transactions contemplated hereby. The Company will be solely responsible for the payment of the fees payable to Tejas Securities Group, Inc.

3.26 Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Charter or the Laws of the state of its incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

Each Purchaser hereby, severally and not jointly, represents and warrants to the Company as follows:

4.1 No Shorting. Neither such Purchaser nor any of its Affiliates or investment partners, directly or indirectly, has engaged or has caused any person or entity to engage, in Short Sales of the Company’s Common Stock prior to the date hereof.

4.2 Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver the Transaction Documents to which such Purchaser is a party and to carry out their respective provisions. All corporate, limited liability company or partnership action, as applicable, required on such Purchaser’s part for the lawful execution and delivery of the Transaction Documents to which such Purchaser is a party has been taken. Upon their execution and delivery, the Transaction Documents to which such Purchaser is a party will be valid and binding obligations of the Purchaser, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights.

4.3 Investment Representations. Such Purchaser understands that the Securities are being offered and sold pursuant to this Offering are being offered and sold under a claim by the Company of exemption from registration contained in the Securities Act based, in material reliance, upon such Purchaser’s representations contained in the Agreement including, without limitation, that such Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D of the Securities Act. Such Purchaser confirms that it has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Notes and the Warrants to be purchased by it under this Agreement and the Note Shares and the Warrant Shares to be acquired by it upon the conversion of the Notes and the exercise of the Warrants, respectively. Such Purchaser further confirms that it has had an opportunity to ask questions and receive answers from the Company regarding the Company’s business, management and financial affairs and the terms and conditions of this Offering and the Securities, and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained in the Transaction Documents.

4.4 Purchaser Bears Economic Risk. Such Purchaser acknowledges that it must bear the entire economic risk of this investment until the Securities are sold pursuant to: (i) an effective registration statement under the Securities Act; or (ii) an exemption from registration, if available with respect to such sale. Such Purchaser understands that its investment in the Securities involves a high degree of risk. Such Purchaser acknowledges and understands that the Company’s independent registered public accounting firm has expressed doubt as to the viability of the Company continuing as a going concern, and such Purchaser further acknowledges and understands that the Company has disclosed in Exchange Act Filings its intention to amend and restate its Form 10-KSB for fiscal year 2006. Such Purchaser is not aware of any publication or advertisement in connection with the transactions contemplated in the Transaction Documents.

4.5 Acquisition for Own Account. Such Purchaser is acquiring the Notes and Warrants and any Note Shares or Warrant Shares for the Purchaser’s own account for investment only, and not as a nominee or agent and not with a view towards or for resale in connection with their distribution; provided, however, that by making the representations herein, such Purchaser does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or exemption from the registration requirements of the Securities Act and applicable state securities Laws.

4.6 Purchaser Can Protect Its Own Interests. Such Purchaser represents that by reason of its, or of its management’s, business and financial experience, the Purchaser has the capacity to evaluate the merits and risks of its investment in the Securities and to protect its own interests in connection with the transactions contemplated in this Agreement and the Related Agreements. The Purchaser is not aware of any publication or advertisement in connection with the transactions contemplated in the Agreement or the Related Agreements.

4.7 Accredited Investor. Such Purchaser represents that it is an accredited investor within the meaning of Rule 501(a) of Regulation D of the Securities Act.

4.8 Broker’s Fees. No agent, broker, investment banker, person or firm acting on behalf of or under the authority of such Purchaser is or will be entitled to any broker’s or finder’s fee or any other commission in connection with the transactions contemplated hereby.

(a) Such Purchaser acknowledges that each Note shall bear substantially the following legend, and agrees to the following provisions and restrictions:

“THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 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.”

(b) The Note Shares and the Warrant Shares shall bear a legend substantially in the following form until such shares are covered by an effective registration statement filed with the SEC:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE, STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE X-CHANGE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.”

“THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK 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.”

The Company hereby covenants to each Purchaser, as of each the First Closing and the Second Closing, as follows:

5.1 Reporting Requirements. The Company will timely file with the SEC all reports required to be filed pursuant to the Exchange Act, and shall refrain from terminating its status as an issuer required by the Exchange Act to file reports thereunder even if the Exchange Act or the rules or regulations thereunder would permit such termination.

5.2 Taxes. The Company and AirGATE will promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful Taxes, assessments and governmental charges or levies imposed upon the income, profits, property or business of the Company or AirGATE; provided, however, that any such Tax, assessment, charge or levy need not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings and if the Company or AirGATE, as applicable, shall have set aside on its books adequate reserves with respect thereto, and provided, further, that the Company or AirGATE, as applicable, will pay all such Taxes, assessments, charges or levies forthwith upon the commencement of proceedings to foreclose any Lien which may have attached as security therefor.

5.3 Insurance. The Company will keep its properties and assets which are of an insurable character insured by financially sound and reputable insurers against loss or damage by fire, explosion and other risks customarily insured against by companies in similar business similarly situated as the Company, and the Company will maintain, with financially sound and reputable insurers, insurance against other hazards and risks and liability to persons and property to the extent and in the manner which the Company reasonably believes is customary for companies in similar business similarly situated as the Company and to the extent available on commercially reasonable terms. The Company and each of its Subsidiaries will jointly and severally bear the full risk of loss from any loss of any nature whatsoever with respect to the assets pledged to the Purchasers as security for its obligations hereunder and under the Transaction Documents. At the Company’s own cost and expense in amounts customarily insured against by companies in similar business similarly situated as the Company and with carriers reasonably acceptable to the Purchasers, the Company and each of the Subsidiaries shall (i) keep all its insurable properties and properties in which it has an interest insured against the hazards of fire, flood, sprinkler leakage, those hazards covered by extended coverage insurance and such other hazards, and for such amounts, as is customary in the case of companies engaged in businesses similar to the Company’s or the respective Subsidiary’s including business interruption insurance; (ii) maintain public and product liability insurance against claims for personal injury, death or property damage suffered by others; (iii) maintain all such worker’s compensation or similar insurance as may be required under the Laws of any state or jurisdiction in which the Company or the Subsidiary is engaged in business; (iv) no later than 30 days following the First Closing Date, obtain general liability insurance with a coverage limit of no less than $1,000,000; and (v) in connection with its purchase of any equipment, obtain customary insurance insuring the Company against any loss with respect thereto.

5.4 Maintenance of Rights. The Company shall maintain in full force and effect its corporate existence, rights and franchises and all licenses and other Intellectual Property Rights owned or possessed by it and reasonably deemed to be necessary to the conduct of its business.

5.5 Properties. The Company will keep its properties in good repair, working order and condition, reasonable wear and tear excepted, and from time to time make all needful and proper repairs, renewals, replacements, additions and improvements thereto. The Company will at all times comply with each provision of all leases to which it is a party or under which it occupies property if the breach of such provision could reasonably be expected to have a Material Adverse Effect on the Company.

5.6 Confidentiality; Press Release. Neither the Company nor any Purchaser shall (i) issue or caused the publication of any press release or other public announcement with respect to the Transaction Documents or the transactions contemplated thereunder without the prior written consent of the other parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law. The Company will not disclose, and will not include in any press release or public announcement, the names of the Purchasers, unless agreed to in writing by the Purchasers or unless and until such disclosure is required by Law, and then only to the extent of such requirement. The Company may disclose the Purchasers’ identities and the terms of this Agreement to its current and prospective debt and equity financing sources.

5.7 Reissuance of Securities. The Company shall reissue certificates representing the Securities without the legends set forth in Section 4.8 above at such time as:

(a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or

(b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act or resale in accordance with Rule 144 under the Securities Act.

The Company agrees to cooperate with the Purchasers in connection with all resales of any of the Securities pursuant to Rule 144, and provide legal opinions (at the Company’s expense) necessary to allow such resales, provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and its broker(s), if any.

5.8 Preemptive Rights. If the Company proposes to issue any shares of its capital stock for cash in a transaction other than a transaction in which shares of the Common Stock are issued in connection (i) with an acquisition (x) of all of the capital stock (or equivalent form of ownership) of a third party or (y) of all or substantially all of the operating assets (whether tangible or intangible) of a third party, (ii) to any officers, directors or employees under any stock option plan or other incentive plan approved by the Company’s board of directors, or (iii) with an offering of the Company’s shares by a nationally recognized underwriter such that the Company’s aggregate net proceeds are at least $20,000,000 and the imputed market capitalization of the Company, pre-sale, is at least $100,000,000 (a “Qualified Offering”), the Company shall, subject to the Company’s preexisting obligations as of the date hereof to offer all of such shares to a previous investor in the Company, offer to sell such number of shares to each Purchaser equal to such Purchaser’s fully diluted percentage ownership in the Company, on the terms and conditions the Company proposes to offer such shares to third parties. If and to the extent the Purchasers are offered any such shares of the Company’s capital stock, each Purchaser will have fifteen (15) days from the date of receipt of such written offer to exercise its rights to acquire such shares on the same terms and conditions as such shares would be offered to third parties, or lose such rights with respect to such shares; provided, however, that any shares offered to third parties shall be on terms no more favorable to the terms offered to the Purchasers. For purposes of this Section 5.8, the term “fully diluted percentage ownership” shall mean that number of shares of Common Stock that would be held by each Purchaser upon conversion of all Notes and Warrants held by such Purchaser divided by the total number of shares of Common Stock owned by all stockholders of the Company (including such Purchaser) after giving effect to all conversions or exercises into Common Stock of all derivative securities held by all such stockholders.

5.9 Observer Rights. With respect to the Company and each of its Subsidiaries, the Required Purchasers shall have the right to send one non-voting observer (the “Non-Voting Observer”) to all meetings of the board of directors or other applicable governing body of such entity, provided (i) the Non-Voting Observer shall enter into an appropriate confidentiality agreement regarding all confidential information so received, and (ii) that the Company reserves the right to exclude the Non-Voting Observer from access to any of such materials or meetings or portions thereof if (A) the Company reasonably considers any such material or portion thereof to be a trade secret or similar confidential information, (B) the Company believes, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, (C) in the judgment of a majority of the Board, such access would materially impair the due consideration by the Board of any matter, or (D) in the judgment of the Board or upon advice of counsel such access will disclose to the Non-Voting Observer material non-public information. The Company and each of its Subsidiaries shall use their reasonable best efforts to provide the Purchasers with notice of all meetings of its respective board of directors or other applicable governing body of such entity consistent with that provided to the official members of board of directors or other applicable governing body of such entity; provided, however, that the failure to give such notice shall not invalidate any action taken by the board of directors or other applicable governing body of such entity at the meeting. The foregoing notwithstanding, at such time as the Purchasers or their Affiliates own, in the aggregate, less than the principal amount of $500,000 of the Notes, the Purchasers shall lose their right to have the Non-Voting Observer.

5.10 Fair Market Value of Options. The Company will not grant any options to acquire capital stock of the Company to any officer, director, employee or consultant having an exercise price that is less than the fair market value of such capital stock on the date of such grant.

5.11 Use of Proceeds. The Company agrees that it will use the proceeds of the sale of the Notes and Warrants to continue development and commercialization of the drill pipe RFID tagging project and for general working capital purposes only.

5.12 Trading. The Company agrees (i) if the Company applies to have the Common Stock traded on any Trading Market, it will include in such application the Note Shares and the Warrant Shares, and will take such other action as is necessary or desirable to cause the Note Shares and Warrant Shares to be listed on such Trading Market as promptly as possible, and (ii) it will take all action reasonably necessary to continue the quotation of its Common Stock on the OTCBB or the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the OTCBB or the Trading Market.

5.13 Filings. The Company shall timely make all necessary SEC and other governmental filings required to be made by the Company in connection with the Transaction Documents and the issuance of the Securities to the Purchasers as required by all applicable Law, and shall provide a copy thereof to the Purchasers promptly after such filing.

5.14 Corporate Existence. So long as any Purchaser beneficially owns any Notes or Warrants, the Company and AirGATE shall maintain their corporate existence.

5.15 Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities.

5.16 Financial Information. So long as a Purchaser beneficially owns any Notes or Warrants, unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR system, the Company agrees to send the following to the Purchasers within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, any Current Reports on Form 8-K and any registration statements (other than on Form S-8) or amendment filed pursuant to the Securities Act (“SEC Documents”). To the extent that the SEC Documents have not been timely filed by the Company, it shall notify such Purchaser when quarterly or annual financial information becomes available and shall, upon subsequent request from any Purchaser, provide such Purchaser with the quarterly or annual financial information, quarterly updates regarding the Company’s and AirGATE’s business, and other information which would have otherwise been filed with the SEC. Upon any Purchaser’s request, the Company will provide a copy of the Company’s annual operating plan thirty (30) days prior to the beginning of the Company’s fiscal year.

5.17 Access to Facilities. Each of the Company and AirGATE will permit any representatives designated by the Required Purchasers (or any successor of the Purchasers) (the “Purchaser Representatives”), upon reasonable notice and during normal business hours at such person’s expense and accompanied by a representative of the Company, to:

(b) examine the corporate and financial records of the Company or AirGATE (unless such examination is not permitted by federal, state or local Law or by contract) and make copies thereof or extracts therefrom; and

(c) discuss the affairs, finances and accounts of the Company or AirGATE with the directors, officers and independent accountants of the Company or AirGATE.

Notwithstanding the foregoing, the Purchaser Representatives shall only be allowed to access to facilities as set forth in this Section 5.17, provided (i) all Purchaser Representative shall enter into an appropriate confidentiality agreement regarding all confidential information so received, and (ii) that the Company reserves the right to exclude Purchaser Representatives from access to any of such materials or meetings or portions thereof if (1) the Company reasonably considers any such material or portion thereof to be a trade secret or similar confidential information, (2) the Company believes, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, (3) in the judgment of a majority of the Board, such access would materially impair the due consideration by the Board of any matter, or (4) in the judgment of the Board or upon advice of counsel such access will disclose to the Purchaser Representatives material non-public information.

5.18 Reservation of Shares. The Company shall maintain a reserve from its duly authorized shares of Common Stock to comply with its obligations under the Notes and the Warrants.

5.19 Bylaws. The Company shall within ten (10) Business Days after the First Closing Date amend the Company’s Bylaws in order to provide that the provisions of Sections 78.378 – 78.3793 of the Nevada Revised Statutes do not apply to the Company.

6.1 Short Sales. Neither the Purchasers nor any of their Affiliates, directly or indirectly, will engage, or cause any person or entity to engage, in Short Sales of the Company’s Common Stock.

6.2 Resales by Purchasers. If and to the extent a Purchaser determines to sell any of the Notes or Warrants purchased hereunder to a bona fide third party, such Purchaser shall, by way of written notice (the “ROFR Notice”) to the Company and each of the other Purchasers, set forth the terms and conditions of such proposed sale. The Company shall have the right, during a period of fifteen (15) days from the date of its receipt of the ROFR Notice, to purchase, in whole or in part, the Notes or Warrants identified in the ROFR Notice on the terms and conditions set forth in the ROFR Notice. To the extent that the Company does not exercise its right to purchase any or all of such Notes or Warrants, the Purchasers shall be so notified by the Company no later than the fifteenth day following the Company’s receipt of the ROFR Notice and the other Purchasers shall have the right, exercisable within fifteen (15) days from their receipt of Company’s notice, during which to elect to purchase, on a pro rata basis (based on their relative ownership of such Securities), any of the offered Notes and Warrants that are not being purchased by the Company. The selling Purchaser will be permitted to sell any of the Notes and Warrants identified in the ROFR Notice that are not purchased by the Company and the other Purchasers to the bona fide third party identified in such notice in accordance with the terms identified in such notice, subject to compliance with all applicable state and federal securities Laws.

7.1 Company Indemnification. The Company agrees to indemnify, hold harmless, reimburse and defend each Purchaser, and each of such Purchaser’s officers, directors, agents, Affiliates, control persons, and principal shareholders or principal interest holders, against any claim, cost, expense, liability, obligation, loss, Taxes or damage (including reasonable legal fees) of any nature, incurred by or imposed upon such Purchaser that results, arises out of or is based upon: (i) any misrepresentation by Company or breach of any warranty by Company in the Transaction Documents or in any exhibits or schedules attached hereto or thereto; or (ii) any breach or default in performance by Company of any covenant or undertaking to be performed by Company hereunder, or any other agreement entered into by the Company and such Purchaser relating hereto.

7.2 Purchaser’s Indemnification. Each Purchaser, severally and not jointly, agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company’s officers, directors, agents, Affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by such Purchaser or breach of any warranty by such Purchaser in the Transaction Documents or in any exhibits or schedules attached hereto or thereto; or (ii) any breach or default in performance by such Purchaser of any covenant or undertaking to be performed by such Purchaser hereunder, or any other agreement entered into by the Company and such Purchaser relating hereto.

7.3 Characterization of Indemnification Payments. Except as otherwise required by applicable Law, the parties shall treat any indemnification payment made hereunder as an adjustment to the purchase price. If any indemnification payments made by the Company are not able to be treated as an adjustment to the purchase price, the Company shall also indemnify that Purchaser for any Taxes incurred by reason of the receipt of such payments, such that the Purchaser shall be in the same position after receiving such additional payments as it would have been if the indemnification payment were treated as an adjustment to the purchase price and were not taxable to it.

“Action” shall mean any judicial, administrative or arbitral actions, suits, mediation, investigation, inquiry, proceedings or claims by or before a Governmental Body.

“Affiliate” shall mean any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 promulgated under the Securities Act.

“Business Day” shall mean any day except Saturday, Sunday and any day that is a federal legal holiday or a day on which banking institutions in the State of Texas are authorized or required by Law or other governmental action to close.

“Closing Date” shall mean the First Closing Date and the Second Closing Date, if it occurs.

“Company Intellectual Property Rights” shall mean all Intellectual Property Rights owned, used or held for use by the Company or AirGATE, or necessary for the conduct of the business of the Company or AirGATE.

“Environmental Laws” shall mean all federal, state, local or foreign Laws relating to pollution or protection of human health or environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) including, without limitation, Hazardous Materials into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as authorizations codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

“Fully-Diluted Common Stock” shall mean, at any time, the then outstanding shares of Common Stock plus (without duplication) all shares of Common Stock issuable (at the time or upon passage of time or the occurrence of future events) upon the exercise, conversion or exchange of all then-outstanding rights, warrants, options, convertible securities, or other rights or securities convertible into, directly or indirectly, Common Stock, including all Common Stock issuable upon the conversion of the then outstanding Notes and exercise of the then outstanding Warrants.

“GAAP” shall mean generally accepted accounting principles in the United States as of the date hereof.

“Governmental Body” shall mean any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local or foreign, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

“Intellectual Property Rights” shall mean all intellectual property rights and related priority rights, arising from or in respect of the following, whether protected, created or arising under the laws of the United States or any other jurisdiction or under any international convention: all (i) patents and patent applications, including all continuations, divisionals, continuations-in-part and provisionals and patents issuing thereon, and all reissues, reexaminations, substitutions, renewals and extensions thereof (collectively, “Patents”), (ii) trademarks, service marks, trade dress, trade names, logos and corporate names and other source or business identifiers, and all registrations, applications for registration, renewals and extensions thereof, and all of the goodwill associated therewith (collectively “Marks”), (iii) copyrights (registered or unregistered), copyrightable works and moral rights, and all registrations, applications for registration, renewals, extensions and reversions thereof (collectively, “Copyrights”), (iv) Internet domain names (collectively, “Domain Names”), (v) confidential and proprietary information and trade secrets (collectively, “Trade Secrets”), and (vi) Software, discoveries, concepts, ideas, research and development, technology, know-how, formulae, inventions, processes, techniques, technical data and information, procedures, designs, drawings, specifications, databases, customer lists, supplier lists, pricing and cost information, and business and marketing plans and proposals.

“Law” shall mean any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation.

“Lien” shall mean any lien, pledge, mortgage, charge, encumbrance, security interest, adverse right or claim, security interest of any kind or nature whatsoever, right of first refusal or other restrictions of any kind.

“Permitted Liens” shall mean: (a) liens for taxes, assessments or governmental charges not delinquent or being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP are maintained on the books of the Company or AirGATE; (b) liens imposed by Law, such as mechanics’, workers’, materialmens’, carriers’ or other like liens arising in the ordinary course of business of the Company or AirGATE which secure the payment of obligations which are not past due or which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP are maintained on the books of the Company or AirGATE; (c) liens existing on the Closing Date and described on Schedule 8.1; (d) purchase money security interests or liens for the purchase of fixed assets to be used in the business of the Company or AirGATE, securing solely the fixed assets so purchased and the proceeds thereof; and (e) rights of way, zoning restrictions, easements and similar encumbrances affecting the Company’s or AirGATE’s real property which do not materially interfere with the use of such property.

“Person” shall mean an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Required Purchasers” shall mean one or more Persons holding greater than seventy-five percent (75%) of the aggregate principal amount of all Notes then outstanding.

“SEC” shall mean the United States Securities and Exchange Commission.

“Short Sales” shall mean any “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act.

“Software” shall mean all (i) computer programs, including all software implementations of algorithms, models and methodologies, whether in source code or object code, (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (iv) all documentation, including user manuals and other training documentation, related to any of the foregoing.

“Tax” or “Taxes” shall mean (i) any federal, state, local, foreign and other taxes, imposts, or levies imposed by any taxing authority or governmental authority, including without limitation, all net income, gross income, gross receipts, windfall profit, severance, property, production, sales, use, license, excise, franchise, employment, unemployment, payroll, withholding, alternative or add-on minimum, ad valorem, value-added, transfer, stamp, or environmental tax, premium, estimated, profits, inventory, capital, capital stock, social security or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, addition to tax or additional amount imposed by any taxing or governmental authority; and (ii) any liability in respect of any items described in clause (i) payable by reason of assumption, transferee liability, or operation of law including by reason of a combined, unitary or consolidated tax obligation such as Treasury Regulation Section 1.1502-6 (or any predecessor or successor thereof or any analogous or similar provision under Law), or under any contract, arrangement, agreement, understanding or commitment (whether oral or written).

“Tax Return” shall mean any return, declaration, report, claim for refund, information return or other document (including any related or supporting estimates, elections, schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of any Tax or the administration of any Laws, regulations or administrative requirements relating to any Tax.

“Trading Market” shall mean the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market.

“Transaction Documents” shall mean this Agreement, the Related Agreements, the Notes and the Warrants.

8.2 Terms Defined Elsewhere in this Agreement. The following terms are defined in the Section of this Agreement set forth after such term below:

8.3 Other Definitional and Interpretive Matters. Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

Calculation of Time Period. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

Dollars. Any reference in this Agreement to currency, “$” or “U.S.$” shall mean U.S. dollars.

Gender and Number. Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa.

Headings. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “Section” are to the corresponding Section of this Agreement unless otherwise specified.

Herein. The words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

Including. The word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

9.1 Governing Law; Venue. THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAWS RULES OR PRINCIPLES THEREOF. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SERVING DALLAS COUNTY, TEXAS, FOR THE PURPOSES OF ANY ACTION ARISING OUT OF THE TRANSACTION DOCUMENTS, OR THE SUBJECT MATTER HEREOF OR THEREOF. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH ACTION (A) THAT SUCH PARTY IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, (B) THAT THE ACTION IS BROUGHT IN AN INCONVENIENT FORUM, (C) THAT IT IS IMMUNE FROM ANY LEGAL PROCESS WITH RESPECT TO ITSELF OR ITS PROPERTY, (D) THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR (E) THAT THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF, MAY NOT BE ENFORCED IN OR BY SUCH COURTS. IN THE EVENT THAT ANY PROVISION OF THE TRANSACTION DOCUMENTS DELIVERED IN CONNECTION HEREWITH IS INVALID OR UNENFORCEABLE UNDER ANY APPLICABLE STATUTE OR RULE OF LAW, THEN SUCH PROVISION SHALL BE DEEMED INOPERATIVE TO THE EXTENT THAT IT MAY CONFLICT THEREWITH AND SHALL BE DEEMED MODIFIED TO CONFORM TO SUCH STATUTE OR RULE OF LAW SO LONG AS THE ECONOMIC OR LEGAL SUBSTANCE OF THE TRANSACTIONS CONTEMPLATED HEREBY IS NOT AFFECTED IN ANY MANNER MATERIALLY ADVERSE TO ANY PARTY. ANY SUCH PROVISION WHICH MAY PROVE INVALID OR UNENFORCEABLE UNDER ANY LAW SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THE TRANSACTION DOCUMENTS, WHICH SHALL REMAIN ENFORCEABLE IN ACCORDANCE WITH ITS RESPECTIVE TERMS.

9.2 Survival. The representations, warranties, covenants and agreements made herein shall survive the closing of the transactions contemplated hereby indefinitely, irrespective of any investigation made by any Purchaser on or prior to the Closing Date. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument.

9.3 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, heirs, executors and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each person who shall be a holder of the Securities from time to time, other than the holders of Common Stock which has been sold by a Purchaser pursuant to Rule 144 or an effective registration statement. Purchasers may not assign their rights hereunder to a competitor of the Company.

9.4 Entire Agreement. The Transaction Documents, the exhibits and schedules attached hereto and thereto and any other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof, and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein and therein.

(a) The parties hereto may not amend, modify or supplement this Agreement or waive any provision hereof except pursuant to a written instrument making specific reference to this Agreement that identifies itself as an amendment, modification or supplement to this Agreement and that is executed by (i) the Company and (ii) the Purchasers holding seventy-five percent (75%) of the Notes and Warrants; provided, however, that any amendment, modification, supplement or waiver that materially and adversely affects a Purchaser disproportionately as compared to all other Purchasers of the same class of Notes and Warrants shall require the prior written consent of seventy-five percent (75%) of such Purchasers so adversely affected.

(b) The obligations of the Purchasers and the rights of the Company under this Agreement may be waived only with the written consent of the Company.

(c) No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach.

9.6 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under the Transaction Documents, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. All remedies, either under the Transaction Documents, by Law or otherwise afforded to any party, shall be cumulative and not alternative.

9.7 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given:

(b) when sent by confirmed facsimile if sent during normal business hours of the recipient, and if sent after normal business hours, then on the next Business Day;

(c) three (3) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or

(d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.

or at such other address as the Company or any Purchaser may designate by written notice to the other parties hereto given in accordance with this Section 9.7.

9.8 Titles and Subtitles. The titles of the sections and subsections of the Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

9.9 Counterparts. This Agreement may be executed in any number of counterparts, including without limitation delivery by facsimile or electronic transmission, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.

9.10 Attorneys’ Fees. In the event that any Action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including, without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

9.11 Expenses. The Company will reimburse the Purchasers for the reasonable out-of-pocket expenses incurred by the Purchasers in connection with the preparation, negotiation, execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including but not limited to legal fees and consultants. The foregoing notwithstanding, the maximum amount to be reimbursed by the Company to the Purchasers pursuant to this Section 9.11 shall not exceed $80,000. Except as set forth in this Section 9.11 or as otherwise provided in this Agreement, the Company and the Purchasers shall bear its own costs or expenses incurred in connection with the preparation, negotiation, execution or delivery of the Transaction Documents or the consummation of the transactions contemplated thereby. In addition to any reimbursement obligations of the Company hereunder, any sales, use, transfer, gains, stamp, issue, duties, recording and similar Taxes incurred as a result of the transactions contemplated by this Agreement shall be borne and timely paid by the Company.

9.12 Construction. Each party acknowledges that its legal counsel participated in the preparation of the Transaction Documents and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Agreement to favor any party against the other.

9.13 Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent or representative of the Purchasers shall have any liability for any of the obligations or liabilities of the Purchasers under the Transaction Documents or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

9.14 Exhibits. The parties agree that all of the exhibits and schedules attached to this Agreement are hereby incorporated into this Agreement by reference for all purposes. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Securities Purchase Agreement effective as of the date first written above.

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.

Corporation: The X-Change Corporation
Holder: [Insert name of Holder]
Principal: [Insert principal amount of Note]
Interest Rate: 8% per annum
Date of Issuance: December 4, 2007
Maturity Date: December 4, 2012

This Senior Secured Convertible Term Note—Tranche A (this “Note”) is issued in connection with the transactions described in that certain Securities Purchase Agreement by and among The X-Change Corporation, a Nevada corporation (the “Corporation”), and (the “Holder”), among others, dated December 4, 2007 (the “Purchase Agreement”). This Note is one of the notes referred to as the “Tranche A Notes” in the Purchase Agreement. All capitalized terms used but not defined herein shall have the meaning ascribed to each such term in the Purchase Agreement.

The authorization, sale, issuance and delivery of the Note have been approved by all requisite corporate action of the Corporation. The sale of the Note and the subsequent conversion of the Note into shares of Common Stock are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with at or prior to Closing of the Purchase Agreement.

The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees:

a. For value received, the Corporation hereby promises to pay to the order of the Holder in lawful money of the United States at the address of the Holder as set forth in Section 10 below, the amount set out above as the Principal (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”), together with interest on the remaining unpaid Principal balance, computed from the date hereof until maturity at the rate set out above as the Interest Rate (as adjusted pursuant to the terms hereof, the “Interest Rate”); provided, however, that in the event such interest rate should ever exceed the maximum interest rate permissible under applicable Texas or federal Law, then the Interest Rate on this Note shall be adjusted to the maximum interest rate then permitted by such Laws. Interest shall accrue on the unpaid Principal of this Note (including, once capitalized as provided below, payments of interest made by increasing the outstanding Principal of this Note) at the Interest Rate quarterly in arrears on March 31, June 30, September 30 and December 31 in each year (each such date, an “Interest Payment Date”), commencing on the date set out above as the Date of Issuance (the “Date of Issuance”). Interest payable hereunder shall accrue daily and be computed based on a 360-day year for the number of days elapsed during the relevant interest period. Except as otherwise provided in Section 3 below, all accrued and unpaid interest as of any Interest Payment Date that is not paid in cash to the Purchasers on such Interest Payment Date shall automatically (and without further action by the Corporation or the Purchasers) be added to the outstanding principal amount of this Note, and thereafter all calculations of interest payable under this Note shall include such increased amount. The Corporation’s election to accrue interest and allow such to be added to the outstanding principal amount of this Note shall not constitute an Event of Default as set forth on Section 4(a)(i). From and after the occurrence of an Event of Default, the Interest Rate shall be increased to 10.00%. In the event that such Event of Default is subsequently cured, the adjustment referred to in the preceding sentence shall cease to be effective as of the date of such cure; provided that the interest as calculated at such increased rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence of such Event of Default through and including the date of cure of such Event of Default. Principal and any accrued but unpaid interest on this Note shall be due and payable on the date set out above as the Maturity Date or such earlier date as this Note is required to be repaid as provided hereunder (the “Maturity Date”), unless the Note is earlier converted into Common Stock by the Purchaser or the Corporation pursuant to the terms hereof.

b. Upon payment in full of all Principal and interest payable hereunder, this Note shall be surrendered to the Corporation for cancellation.

a. Security. This Note shall be secured by all of the assets of the Corporation’s wholly-owned subsidiary, AirGATE Technologies, Inc., a Texas corporation (“AirGATE”), whether such assets are now or hereafter existing, in accordance with the terms of that certain Security Agreement dated as of even date herewith among the Corporation, AirGATE and the holders of the Notes (as defined in the Purchase Agreement).

b. Seniority. The obligations, rights and preferences under this Note, including payments of Principal and interest and other payment under this Note, (i) shall be pari passu with (x) the other Tranche A Notes and Tranche B Notes (as defined in the Purchase Agreement) and (y) the obligations of the Corporation to Melissa 364 CR, Ltd. under the terms of that certain Promissory Note, dated August 15, 2006, between the Corporation and Melissa 364 CR, Ltd. (the “Melissa Note”) and (ii) shall rank senior to all other Indebtedness incurred by the Corporation or any of its Subsidiaries, including AirGATE.

c. Incurrence of Indebtedness. So long as this Note is outstanding, the Corporation shall not, and the Corporation shall not permit any Subsidiary to, directly or indirectly, issue, incur, guarantee, assume or suffer to exist any Indebtedness or Disqualified Stock other than the Melissa Note and Permitted Subordinated Indebtedness.

d. Existence of Liens. The Corporation shall not, and the Corporation shall not permit any of its Subsidiaries to, directly or indirectly, allow or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by the Corporation or any of its Subsidiaries other than (i) the existing pledge of the common stock of AirGATE to secure the Melissa Note and (ii) Permitted Liens (as defined in the Purchase Agreement).

e. Restricted Payments. The Corporation shall not, and the Corporation shall not permit any of its Subsidiaries to, directly or indirectly, pay any dividend or distribution in respect of capital stock or redeem, defease, repurchase, repay or otherwise acquire (whether by way of open market purchases, tender offers, private transactions or otherwise) any capital stock or Permitted Subordinated Indebtedness (including the establishment of any sinking fund therefor).

i. The Holder may, at any time after the Date of Issuance and at the option of the Holder, convert all or any portion of the Principal and all accrued interest on this Note into fully paid and nonassessable shares of Common Stock in accordance with this Section 3 and at a price per share of Common Stock equal to the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as provided herein.

ii. Each conversion of this Note shall be deemed to have been effected as of the close of business on the date on which this Note, together with proper Notice of Conversion in the form of Exhibit A attached hereto, has been delivered to the Corporation. At the time such conversion has been effected, the person or persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented by such certificate or certificates.

iii. As soon as possible after a conversion has been effected (but in any event within five (5) Business Days), the Corporation shall deliver to the converting Holder:

A. a certificate or certificates representing the number of shares of Common Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting Holder has specified;

B. if applicable, a new note in the face amount of principal and interest representing that portion of the Note and accrued but unpaid interest thereon not converted; and

iv. The issuance of certificates for shares of Common Stock upon conversion of the Note shall be made without charge to the Holder for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the Note, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid, and nonassessable.

i. The Conversion Price shall be $0.20 per share of Common Stock, subject to adjustment from time to time in accordance with this Section 3 (the “Conversion Price”).

ii. If and whenever, on or after the Date of Issuance, the Corporation issues or sells, or is deemed to have issued or sold, any shares of its Common Stock for consideration per share less than the Conversion Price in effect immediately prior to the time of such issuance or sale (an “Additional Stock Issuance”), then immediately upon such Additional Stock Issuance, the Conversion Price shall (except as otherwise provided in this Section 3) be reduced to a price (calculated to the nearest 1/10th cent) equal to the product obtained by multiplying the Conversion Price in effect immediately prior to such Additional Stock Issuance by a fraction, the numerator of which is equal to the sum of (a) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to be issued pursuant to Section 3(c)(i) or Section 3(c)(ii) hereof) immediately prior to such Additional Stock Issuance plus (b) the number of shares of Common Stock that the aggregate consideration received by the Corporation for such Additional Stock Issuance would purchase at the Conversion Price in effect immediately prior to such Additional Stock Issuance, and the denominator of which is equal to the sum of (a) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to be issued pursuant to Section 3(c)(i) or Section 3(c)(ii) hereof) immediately prior to such Additional Stock Issuance plus (b) the number of shares of Common Stock issued in such Additional Stock Issuance.

iii. Notwithstanding the foregoing, the Corporation shall not be required to make any adjustment to the Conversion Price as a result of an Additional Stock Issuance when such issuance is (a) in a transaction described in Section 3(d) and for which an adjustment has been made pursuant to Section 3(d); (b) any conversion of the Note; (c) as a distribution on the Note; (d) pursuant to any stock option plan or other incentive plan of the Corporation; (e) upon conversion or exercise of any Options or Convertible Securities outstanding as of the date hereof; or (f) made pursuant to the exercise of any of the Warrants.

c. Effect on Conversion Price of Certain Events. For purposes of determining the adjusted Conversion Price under this Section 3, the following shall be applicable:

i. If the Corporation in any manner issues or grants any options, warrants, or similar rights (“Options”) to purchase or acquire Common Stock or other equity securities convertible or exchangeable, with or without consideration, into or for Common Stock (“Convertible Securities”), and the price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of this Section, the “price per share for which Common Stock is issuable” shall be determined by dividing (a) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issuance or sale of such Convertible Securities and the conversion or exchange of such Convertible Securities, by (b) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

ii. If the Corporation in any manner issues or sells any Convertible Securities and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion Price in effect immediately prior to the time of such issue or sale, then the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of this Section, the “price per share for which Common Stock is issuable” shall be determined by dividing (a) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange of such Convertible Securities, by (b) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Conversion Price shall be made when Common Stock is actually issued upon the conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

iii. If the purchase price provided for in any Options or the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Conversion Price in effect at the time of such change shall be readjusted to the Conversion Price that would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration, or changed conversion rate, as the case may be, at the time initially granted, issued, or sold. Notwithstanding the foregoing, no readjustment pursuant to this Section 3(c)(iii) shall have the effect of increasing the Conversion Price to an amount which exceeds the lower of (i) the Conversion Price in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible Security, or (ii) the Conversion Price that would have resulted from any Additional Stock Issuances (other than deemed Additional Stock Issuances as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date.

iv. Upon the expiration of any Option or the termination of any right to convert or exchange any Convertible Security which resulted in an adjustment to the Conversion Price, the Conversion Price then in effect under this Note shall be adjusted to the Conversion Price that would have been in effect at the time of such expiration or termination had such Option or Convertible Security, to the extent outstanding immediately prior to such expiration or termination, never been issued.

v. If any Common Stock, Option, or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received for such Common Stock, Option, or Convertible Security shall be deemed to be the amount received by the Corporation for such Common Stock, Option, or Convertible Security. In case any Common Stock, Options, or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Corporation will be the Closing Sale Price, or in the absence of a Closing Sale Price, the Closing Bid Price of such securities as of the date of receipt. If any Common Stock, Option, or Convertible Security is issued in connection with any merger in which the Corporation is the surviving corporation, the amount of consideration for such Common Stock, Option, or Convertible Security shall be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options, or Convertible Securities, as the case may be. The fair market value of any consideration other than cash will be determined jointly by the Corporation and the Required Holders. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair market value of such consideration will be determined within five (5) Business Days after the tenth (10th) day following the Valuation Event by an independent, reputable appraiser jointly selected by the Corporation and the Required Holders. The determination of such appraiser shall be deemed binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Corporation.

vi. In case any Option is issued in connection with the issue or sale of other securities of the Corporation, together comprising one integrated transaction in which no specific consideration is allocated to such Option by the parties to such transaction, the Option shall be deemed to have been issued for a consideration of $0.001.

vii. The number of shares of Common Stock outstanding at any given time does not include shares owned or held by or for the account of the Corporation or any Subsidiary of the Corporation, and the disposition of any shares so owned or held shall be considered an issue or sale of Common Stock.

viii. No adjustment in the Conversion Price for the Note need be made if such adjustment would result in a change in the Conversion Price of less than $0.001. Any adjustment of less than $0.001 that is not made shall be carried forward and shall be made at the time of and together with any subsequent adjustment that, on a cumulative basis, amounts to an adjustment of $0.001 or more in the Conversion Price.

ix. If the Corporation takes a record of the holders of Common Stock for the purpose of entitling them (a) to receive a dividend or other distribution payable in Common Stock, Options, or Convertible Securities or (b) to subscribe for or purchase Common Stock, Options, or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or upon the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be; provided that if, after the occurrence of the record date, the Corporation increases or reduces the number of shares of Common Stock issued or deemed issued or fails to consummate the actual or deemed issuance that was the subject of the record date, the Conversion Price will thereafter be readjusted up or down to reflect the actual number of shares of Common Stock issued or deemed issued in connection with such record date.

d. Subdivision or Combination of Common Stock. If the Corporation at any time subdivides (by any stock split, stock dividend, recapitalization, or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and if the Corporation at any time combines (by reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased.

e. Other Corporate Events. If at any time or from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision or combination of shares provided for elsewhere in this Agreement) or a spin-off, merger or consolidation of the Corporation with or into another corporation where the Corporation is not the surviving corporation, or the sale, lease, or transfer of all or substantially all of the Corporation’s properties and assets to any other person (collectively, a “Corporate Event”), then, as a part of such Corporate Event, provision shall be made so that the Holder of the Note shall, after such Corporate Event, be entitled to receive upon conversion of the Note, the number of shares of stock or other securities or property of the Corporation (including cash), or of the successor corporation resulting from such Corporate Event, to which a holder of Common Stock deliverable upon conversion would have been entitled on such Corporate Event. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3 with respect to the rights of the Holder, or any later Holder, of the Note after the Corporate Event to the effect that the provisions of this Section 3 (including adjustment of the Conversion Price and the number of shares purchasable upon conversion of Note) shall be applicable after that event as nearly equivalent as may be practicable.

i. Change of Control. Each of the following events shall constitute a “Change of Control”:

A. the consolidation, merger or other business combination (including, without limitation, a reorganization or recapitalization) of the Corporation with or into another Person (other than (1) a consolidation, merger or other business combination (including, without limitation, reorganization or recapitalization) in which holders of the Corporation’s voting power immediately prior to the transaction continue after the transaction to hold, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities, or (2) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Corporation);

B. the sale or transfer of all or substantially all of the Corporation’s assets; or

C. a purchase, tender or exchange offer made to and accepted by the holders of more than the 50% of the outstanding shares of Common Stock.

ii. No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Corporation shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Notice”).

iii. Assumption. Prior to the consummation of any Change of Control, the Corporation will secure from any Person purchasing the Corporation’s assets or Common Stock or any successor resulting from such Change of Control (in each case, an “Acquiring Entity”) a written agreement (in form and substance satisfactory to the Required Holders) to deliver to each Holder of the Tranche A Notes and/or Tranche B Notes in exchange for such Tranche A Notes and/or Tranche B Notes, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to the Tranche A Notes and Tranche B Notes, including, without limitation, having a principal amount and interest rate equal to the principal amounts and the interest rates of the Tranche A Notes and Tranche B Notes held by such Holder, and satisfactory to the Required Holders. In the event that an Acquiring Entity is directly or indirectly controlled by a company or entity whose common stock or similar equity interest is listed, designated or quoted on a securities exchange or trading market, the Required Holders may elect to treat such Person as the Acquiring Entity for purposes of this Section 3(f).

iv. Holder Redemption Right. At any time during the period beginning after the Holder’s receipt of a Change of Control Notice and ending on the date of the consummation of such Change of Control (or, in the event a Change of Control Notice is not delivered at least ten (10) days prior to a Change of Control, at any time on or after the date which is ten (10) days prior to a Change of Control and ending ten (10) days after the consummation of such Change of Control), the Holder may require the Corporation to redeem all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Corporation, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Corporation to redeem. The portion of this Note subject to redemption pursuant to this Section 3(f)(iv) shall be redeemed by the Corporation at a price equal to 120% of the greater of (i) the product of (x) the Conversion Amount being redeemed and (y) the quotient determined by dividing (A) the Closing Sale Price of the Common Stock, or in the absence of a Closing Sale Price, the Closing Bid Price, on the Trading Day immediately preceding consummation of such Change of Control by (B) the Conversion Price and (ii) the Conversion Amount being redeemed (the “Change of Control Redemption Price”). Redemptions required by this Section 3(f)(iv) shall be made in accordance with the provisions of Section 6 and, to the extent permitted by applicable Law, shall have priority to payments by the Corporation or the Acquiring Entity, as applicable, to the shareholders of the Corporation in connection with a Change of Control. Notwithstanding anything to the contrary in this Section 3, until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 3(f)(iv) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3.

g. Other Events. If any event occurs of the type contemplated by the provisions of this Section 3 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Corporation’s Board of Directors will make an appropriate adjustment in the Conversion Price so as to protect the rights of the Holder under this Note; provided that no such adjustment will increase the Conversion Price as otherwise determined pursuant to this Section 3.

i. As soon as practicable, upon any adjustment of the Conversion Price, the Corporation shall give written notice of such adjustment to the then Holder of the Note, and furnish the Holder with a certificate of its Chief Financial Officer setting forth in reasonable detail such adjustment and the facts upon which such adjustment is based. The Corporation shall, upon written request, furnish the Holder a certificate setting forth the Conversion Price in effect upon the date thereof and the series of adjustments leading to such Conversion Price.

ii. The Corporation shall give written notice to the Holder of the Note at least twenty (20) Business Days prior to the date on which the Corporation closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock, or issuance or granting of rights, options or warrants or (B) with respect to any pro rata subscription offer to holders of Common Stock.

iii. The Corporation shall give written notice to the Holder at least thirty (30) Business Days prior to the effective date of any proposed liquidation, dissolution or winding up of the Corporation; provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

i. Automatic Conversion. The Note, and all accrued and unpaid interest hereon, shall be automatically converted (the “Automatic Conversion”) into Common Stock at the Conversion Price then in effect upon the earliest to occur of the following:

i. the sale by the Corporation of a minimum of $25,000,000 of equity, in one sale or a related series of sales, without regard to the class of equity sold,

iii. the occurrence of (x) receipt by the Corporation or AirGATE of revenue of not less than (1) $1,000,000 from Hexion Specialty Chemicals, Inc. (“Hexion”), or its customers, as a result of services rendered by Hexion to its one or more of its customers in connection with the use of the Pioneer Downhole Tool in the oil and gas industry, and as further described herein, or (2) $500,000 of revenues from the sale of RFID tags that withstand downhole pressure, and related equipment and services, and (y) an average Closing Sale Price of the Common Stock of at least $0.75 per share for the thirty (30) day trading period preceding the receipt of such revenues.

j. Effect of Automatic Conversion. Upon the Automatic Conversion of this Note, the Corporation shall not be obligated to issue certificates evidencing the Common Stock unless such Note is either delivered to the Corporation or its transfer agent, or the Holder notifies the Corporation or its transfer agent that such Note has been lost, stolen or destroyed and executes an affidavit of loss and an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such Note. The Corporation shall, as soon as practicable after such delivery, or such agreement and indemnification, cause its transfer agent to issue and deliver to such Holder, a certificate or certificates for the securities to which the Holder shall be entitled and with any fractional share resulting from such calculation rounded up to the nearest whole share. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of closing of the transaction causing the Automatic Conversion. The person or persons entitled to receive securities issuable upon such Automatic Conversion shall be treated for all purposes as the record holder or holders of such securities on such date.

k. Issuance of Common Stock. Upon the conversion of the Note, the Corporation shall, at the request of the Holder, execute and deliver (at the Corporation’s expense) a certificate or certificates in exchange for the Note representing in the aggregate the number of shares of Common Stock to be delivered to the Holder pursuant to such conversion. Each such certificate shall be registered in such name as is requested by the Holder.

l. Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation of the ownership and the loss, theft, destruction, or mutilation of the Note, and, in the case of any such loss, theft, or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation or, in the case of any mutilation, upon surrender of such Note, the Corporation shall (at its expense) execute and deliver in lieu of such Note a new Note of like kind in such principal amount as represented by such lost, stolen, destroyed, or mutilated Note.

m. Reissuance of Note. Upon any partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Corporation to the Holder for the Principal balance of this Note and all accrued but unpaid interest which shall not have been converted. The Corporation shall (at its expense) execute and deliver such new Note.

n. Legend. If the shares of Common Stock issued pursuant to the conversion of the Note are not subject to an effective registration statement under the Act, the certificates evidencing shares of Common Stock issued upon conversion of the Note shall bear the following restrictive legend or a substantially similar legend:

a. The occurrence of any of the following events constitutes an “Event of Default” hereunder:

i. any failure by the Corporation to pay the Holder any amounts of Principal, interest or other amounts when and as due under this Note or any other Transaction Document (as defined in the Purchase Agreement);

ii. any breach by the Corporation or any of its Subsidiaries of any covenant or other term or condition of this Note, the Purchase Agreement, any Related Agreement, the Tranche A Notes or the Tranche B Notes in any material respect, except, in the case of a breach of a covenant which is curable, only if such breach continues for a period of at least fifteen (15) consecutive days after the earlier to occur of (i) any executive officer of the Corporation becoming aware of such breach and (ii) the receipt of written notice from any Holder of the Tranche A Notes or Tranche B Notes of such breach;

iii. any breach by the Corporation or any of its Subsidiaries of any representation or warranty of the Corporation or any of its subsidiaries made herein, in the Purchase Agreement, in any Related Agreement, the Tranche A Notes or the Tranche B Notes or any representation or warranty made by the Corporation or any of its subsidiaries made herein, in the Purchase Agreement, in any Related Agreement, the Tranche A Notes or the Tranche B Notes that was false or misleading in any material respect on the date that such representation or warranty was made or deemed made;

iv. if the Corporation or any of its Subsidiaries makes an assignment for the benefit of creditors, or applies for or consents to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed;

v. if any money judgment, writ or similar final process shall be entered or filed against the Corporation, any of its Subsidiaries or any of its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period of thirty (30) days;

vi. if bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy Law or any Law for the relief of debtors shall be instituted by or against the Corporation or any of its Subsidiaries;

vii. if an SEC stop trade order or Principal Market trading suspension of the Common Stock shall be in effect for five (5) consecutive days or five (5) days during a period of ten (10) consecutive days, excluding in all cases a suspension of all trading on a Principal Market;

viii. if it becomes unlawful for the Corporation or any of its Subsidiaries to perform or comply with its respective obligations under this Note, the Purchase Agreement, in any Related Agreement, the Tranche A Notes or the Tranche B Notes;

ix. if the Corporation shall fail to timely file all reports required to be filed by it with the SEC (as defined in the Purchase Agreement) pursuant to Section 13 or 15(d) of the Exchange Act (as defined in the Purchase Agreement), or otherwise required by the Exchange Act;

x. any Event of Default (as defined in the other Tranche A Notes and Tranche B Notes) occurs with respect to any Tranche A Notes or Tranche B Notes; or

xi. if the Corporation fails (i) to timely deliver Common Stock to the Holder pursuant to and in the form required by this Note, if such failure to timely deliver Common Stock shall not be cured within two (2) Business Days or (ii) to deliver a replacement Note to Holder within seven (7) Business Days following the required date of such issuance pursuant to this Note.

b. Redemption Right Upon Event of Default. Promptly after the occurrence of an Event of Default with respect to this Note or any other Tranche A Note or Tranche B Note, the Corporation shall deliver written notice thereof via facsimile and overnight courier (an “Event of Default Notice”) to the Holder and the Holders of the Tranche A Notes and Tranche B Notes. At any time after the earlier of the Holder’s receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default and until the Event of Default is cured, the Holder may require the Corporation to redeem all or any portion of the Notes by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Corporation, which Event of Default Redemption Notice shall indicate the portion of the Notes that the Holder is electing to cause to be redeemed. The portion of this Note subject to redemption by the Corporation pursuant to this Section 4(b) shall be redeemed by the Corporation at a price equal to the greater of (i) the product of (x) the Conversion Amount to be redeemed plus accrued and unpaid interest and (y) 120% and (ii) the product of (A) the Conversion Rate with respect to such Conversion Amount in effect at such time as the Holder delivers an Event of Default Redemption Notice, (B) the Closing Sale Price, or in the absence of a Closing Sale Price, the Closing Bid Price, of the Common Stock on the date immediately preceding such Event of Default and (C) 120% (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 6. For purposes of this Section 4(b), “Conversion Rate” shall mean the number of shares of Common Stock equal to the amount determined by dividing (i) the Conversion Amount by (ii) the Conversion Price.

a. Transfer Restricted. This Note, and any rights hereunder, may not be assigned or transferred, except as provided in the legend hereon and in accordance with and subject to provisions of (i) all applicable state securities Laws and (ii) the Act, and the rules and regulations promulgated thereunder. Any purported transfer or assignment made other than in accordance with this Section 5 shall be null and void and of no force and effect.

b. Assignment. Any assignment permitted hereunder shall be made by surrender of this Note to the Corporation at its principal place of business as set forth above with a Form of Assignment in substantially the form attached hereto as Exhibit B, duly completed and executed and funds sufficient to pay any transfer tax, if any. In such event, the Corporation shall, without charge, execute and deliver a new note in the name of the assignee named in such instrument of assignment in the amount so assigned and this Note shall be promptly canceled; provided, however, that in the event that the Holder hereof shall assign or transfer less than the full amount of this Note, a new note evidencing the remaining portion of this Note not so assigned or transferred shall be issued in the name of the Holder.

a. Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation shall deliver the applicable Event of Default Redemption Price to the Holder within seven (7) Business Days after the Corporation’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the Corporation. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv), the Corporation shall deliver to the Holder the Change of Control Redemption Price concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice is received by the Corporation prior to the consummation of such Change of Control and within seven (7) Business Days after the Corporation’s receipt of such Change of Control Redemption Notice otherwise. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation pays such unpaid Redemption Price in full, the Holder shall have the option to, in lieu of redemption, require the Corporation to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after the Corporation’s receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation shall immediately return this Note, or issue a new Note (in accordance with Section 3(m)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voided.

b. Redemption by Other Holders. Upon the Corporation’s receipt of notice from any of the holders of the Other Notes for redemption or repayment as a result of an event or occurrence substantially similar to the events or occurrences described in Section 4(b) or Section 3(f)(iv) (each, an “Other Redemption Notice”), the Corporation shall immediately forward to the Holder by facsimile a copy of such notice. If the Corporation receives a Redemption Notice and one or more Other Redemption Notices during the period beginning on the day the Corporation receives the first of such Redemption Notice or Other Redemption Notice and ending on the date which is five (5) Business Days after the Corporation forwards the first such notice (“Redemption Period”) and the Corporation is unable to redeem all principal, interest and other amounts designated in such Redemption Notice and such Other Redemption Notices received during such Redemption Period, then the Corporation shall redeem a pro rata amount from each holder of the Tranche A Notes and the Tranche B Notes (including the Holder) based on the aggregate principal amount of the Tranche A Notes and the Tranche B Notes submitted for redemption pursuant to such Redemption Notice and such Other Redemption Notices received or delivered by the Corporation during such Redemption Period.

7. Noncircumvention. The Corporation hereby covenants and agrees that the Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times carry out all of the provisions of this Note.

8. Vote to issue, or change the terms of, the Tranche A Notes and Tranche B Notes. The affirmative vote at a meeting duly called for such purpose or the written consent without a meeting, of the Required Holders, shall be required for any change or amendment to this Note, the Tranche A Notes or the Tranche B Notes, all of which shall be amended in like manner; provided, however, that no such amendment as applied to any particular Holder of Tranche A Notes or Tranche B Notes, shall, without the consent of that particular Holder, extend the maturity of the Tranche A Note or the Tranche B Note, reduce the interest rate, extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof or affect any amounts due to any Holder.

a. “Acquiring Entity” has the meaning set forth in Section 3(f)(iii) of this Note.

c. “Additional Stock Issuance” has the meaning set forth in Section 3(b)(ii) of this Note.

e. “Automatic Conversion” has the meaning set forth in Section 3(i) of this Note.

g. “Business Day” means any day except Saturday, Sunday and any day that is a federal legal holiday or a day on which banking institutions in the State of Texas are authorized or required by Law or other governmental action to close.

h. “Change of Control” has the meaning set forth in Section 3(f)(i) of this Note.

i. “Change of Control Notice” has the meaning set forth in Section 3(f)(ii) of this Note.

j. “Change of Control Redemption Notice” has the meaning set forth in Section 3(f)(iv) of this Note.

k. “Change of Control Redemption Price” has the meaning set forth in Section 3(f)(iv) of this Note.

l. “Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may be, then the last bid price or last trade price, respectively, of such security prior to 4:00 p.m., New York City Time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Corporation and the Required Holders. If the Corporation and the Holders are unable to agree upon the fair market value of such security, then such dispute shall be resolved by an independent, reputable appraiser jointly selected by the Corporation and the Required Holders. The determination of such appraiser shall be deemed binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Corporation. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction that proportionately decreases or increases the Common Stock during the applicable calculation period.

m. “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

n. “Conversion Amount” means the sum of (A) the portion of the outstanding Principal to be converted, redeemed or otherwise with respect to which this determination is being made and (B) accrued and unpaid Interest with respect to such Principal.

o. “Conversion Price” has the meaning set forth in Section 3(b)(i) of this Note.

p. “Conversion Rate” has the meaning set forth in Section 4(b) of this Note.

q. “Convertible Securities” has the meaning set forth in Section 3(c)(i) of this Note.

r. “Corporate Event” has the meaning set forth in Section 3(e) of this Note.

s. “Corporation” has the meaning set forth in the preamble of this Note.

t. “Date of Issuance” has the meaning set forth in Section 1(a) of this Note.

u. "Disqualified Stock” means any capital stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, in each case at the option of the holder of the capital stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the capital stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature.

v. “Event of Default” has the meaning set forth in Section 4(a) of this Note.

w. “Event of Default Notice” has the meaning set forth in Section 4(b) of this Note.

x. “Event of Default Redemption Notice” has the meaning set forth in Section 4(b) of this Note.

y. “Event of Default Redemption Price” has the meaning set forth in Section 4(b) of this Note.

z. “GAAP” means the generally accepted accounting principles in the United States.

cc. “Indebtedness” of any Person means, without duplication (i) all indebtedness for borrowed money, (ii) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business), (iii) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (v) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (vi) all monetary obligations under any leasing or similar arrangement which, in accordance with GAAP, is classified as a capital lease, (vii) all indebtedness referred to in clauses (i) through (vi) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (viii) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (i) through (vii) above.

dd. “Interest Rate” has the meaning set forth in Section 1(a) of this Note.

ee. “Law” means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation.

ii. “Other Notes” means the Tranche A Notes and the Tranche B Notes, other than this Note.

jj. “Other Redemption Notice” has the meaning set forth in Section 6(b) of this Note.

kk. “Permitted Subordinated Indebtedness” means Indebtedness of Corporation, and not any Subsidiary, that (i) is made expressly subordinate in right of payment to the Indebtedness evidenced by this Note, the Tranche A Notes and the Tranche B Notes on terms and pursuant to an agreement reasonably satisfactory to the Required Holders and, in the event that interest is payable, directly or indirectly, prior to 91 days after the Maturity Date, provides for interest that is no greater than market rate interest, and (ii) does not provide at any time for the payment, prepayment, repayment, repurchase or defeasance, directly or indirectly, of any principal or premium, if any, thereon until at least 91 days after the Maturity Date.

ll. “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

mm. “Principal” has the meaning set forth in Section 1(a) of this Note.

nn. “Principal Market” means the New York Stock Exchange, American Stock Exchange, NASDAQ Global Select Market, NASDAQ Global Market, NASDAQ Capital Market, or OTC Bulletin Board (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock or other security in question).

oo. “Purchase Agreement” has the meaning set forth in the preamble of this Note.

pp. “Qualified Public Offering” means a public offering of the Common Stock by a nationally recognized underwriter such that the Corporation’s aggregate net proceeds from such offering are at least $20,000,000, and the imputed market capitalization of the Corporation, pre-offering, is at least $100,000,000.

qq. “Redemption Notice” means any of an Event of Default Redemption Notice or Change of Control Redemption Notice.

rr. “Redemption Period” has the meaning set forth in Section 6(b) of this Note.

ss. “Redemption Price” means any of an Event of Default Redemption Price or Change of Control Redemption Price.

tt. “Required Holders” means one or more Holders of Tranche A Notes and Tranche B Notes representing greater than seventy-five percent (75%) of the aggregate principal amount of all Tranche A Notes and Tranche B Notes then outstanding.

vv. “Subsidiary” means (i) a corporation or other entity whose shares of stock or other ownership interests having ordinary voting power to elect a majority of the directors of such corporation, are owned, directly or indirectly, by the Corporation or (ii) a corporation or other entity in which the Corporation owns, directly or indirectly, more than fifty (50%) of the equity interests.

ww. “Trading Day” means any day on which the Common Stock or other applicable security is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock or other applicable security, then on the principal securities exchange or securities market on which the Common Stock or other applicable security is then traded; provided that “Trading Day” shall not include any day on which the Common Stock or other applicable security is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock or other applicable security is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York City Time).

xx. “Tranche A Notes” shall have the meaning assigned to such term in the Purchase Agreement.

yy. “Tranche B Notes” shall have the meaning assigned to such term in the Purchase Agreement.

zz. “Valuation Event” has the meaning set forth in Section 3(c)(v) of this Note.

aaa. “Warrants” shall have the meaning assigned to such term in the Purchase Agreement.

a. Waiver. No failure or delay on the part of the Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

b. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given:

B. when sent by confirmed facsimile if sent during normal business hours of the recipient, or if delivered after normal business hours, then on the next Business Day;

C. three (3) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or

D. one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.

or at such other address as the Corporation or Holder may designate by written notice given in accordance with this Section 10(b).

c. Amendment Provision. The term “Note” and all references thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented, and any successor instrument issued, as such may be amended or supplemented.

d. Assignability. This Note shall be binding upon the Holder and the Corporation and their respective successors and assigns, and shall inure to the benefit of the Holder and the Corporation and their respective successors and assigns, and may be assigned by the Holder in accordance with the requirements of the Purchase Agreement. This Note shall not be assigned by the Corporation without the prior written consent of the Holder.

e. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE CONFLICTS OF LAWS RULES OR PRINCIPLES THEREOF. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SERVING DALLAS COUNTY, TEXAS, FOR THE PURPOSES OF ANY ACTION ARISING OUT OF THIS NOTE, OR THE SUBJECT MATTER HEREOF. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH ACTION (A) THAT SUCH PARTY IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, (B) THAT THE ACTION IS BROUGHT IN AN INCONVENIENT FORUM, (C) THAT IT IS IMMUNE FROM ANY LEGAL PROCESS WITH RESPECT TO ITSELF OR ITS PROPERTY, (D) THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR (E) THAT THIS NOTE, OR THE SUBJECT MATTER HEREOF, MAY NOT BE ENFORCED IN OR BY SUCH COURTS. IN THE EVENT THAT ANY PROVISION OF THIS NOTE IS INVALID OR UNENFORCEABLE UNDER ANY APPLICABLE STATUTE OR RULE OF LAW, THEN SUCH PROVISION SHALL BE DEEMED INOPERATIVE TO THE EXTENT THAT IT MAY CONFLICT THEREWITH AND SHALL BE DEEMED MODIFIED TO CONFORM TO SUCH STATUTE OR RULE OF LAW SO LONG AS THE ECONOMIC OR LEGAL SUBSTANCE OF THE TRANSACTIONS CONTEMPLATED HEREBY IS NOT AFFECTED IN ANY MANNER MATERIALLY ADVERSE TO ANY PARTY. ANY SUCH PROVISION WHICH MAY PROVE INVALID OR UNENFORCEABLE UNDER ANY LAW SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS NOTE, WHICH SHALL REMAIN ENFORCEABLE IN ACCORDANCE WITH ITS RESPECTIVE TERMS.

f. Maximum Payments. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable Law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such Law, any payments in excess of such maximum shall be credited against amounts owed by the Corporation to the Holder and thus refunded to the Corporation.

g. Construction. Each party acknowledges that its legal counsel participated in the preparation of this Note and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Note to favor any party against the other.

h. Cost of Collection. If default is made in the payment of this Note, the Corporation shall pay to Holder reasonable costs of collection, including reasonable attorney’s fees.

IN WITNESS WHEREOF, the Corporation has caused this Senior Secured Convertible Term Note—Tranche A to be signed in its name effective as of this 4th day of December, 2007.

(To be executed by the Holder in order to convert all or part of the Note into Common Stock)

Holder hereby elects to convert into the Common Stock of The X-Change Corporation $ of the Principal and/or accrued but unpaid interest under the terms of the Senior Secured Convertible Term Note—Tranche A issued by The X-Change Corporation dated December 4, 2007 on and subject to the conditions set forth in such Senior Secured Convertible Term Note—Tranche A.

(To assign the foregoing Note, execute this form and supply required information.
Do not use this form to exercise the Note)

FOR VALUE RECEIVED, hereby sells, assigns and transfers all of the rights of the undersigned under the attached Note with respect to the number of shares of Common Stock of The X-Change Corporation covered thereby set forth below, unto:

The signature should be guaranteed by an eligible guarantor institution pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK 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.

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.

This Warrant is one of the Tranche A Warrants and Tranche B Warrants (each as defined in the Purchase Agreement) issued for shares of Common Stock of the Company pursuant to the Purchase Agreement (collectively, the “Warrant Series”).

1. Number of Shares. In connection with the purchase by Purchaser of a Tranche A Note (as defined in the Purchase Agreement) pursuant to the Purchase Agreement, the Company hereby grants to the Holder, pursuant to this Warrant, subject to the terms and condition set forth herein, the right to purchase shares of the Company’s Common Stock (the “Shares”) at a price per share equal to the Exercise Price set forth in Section 2 below.

2. Exercise Price. The exercise price for the Shares shall be $0.50 per Share, as adjusted pursuant to Section 6 (the “Exercise Price”).

3. Exercise Period. The Warrant may be exercised (the “Exercise Period”) commencing on the date set forth above as the Issue Date (the “Issue Date”) set forth above and ending on the date set forth above as the Expiration Date (the “Expiration Date”).

4. Method of Exercise. This Warrant may be exercised in whole or in part, at any time or from time to time during the Exercise Period, by surrender of this Warrant and delivery of a completed Exercise Form attached hereto as Schedule A, duly executed and directed to the Company at its principal place of business, accompanied by certified funds payable to the Company in the amount of the appropriate Exercise Price. Upon receipt of the Exercise Form and the Exercise Price, the Company shall make prompt delivery (in any event within three (3) Business Days (as defined in the Purchase Agreement) of receipt of the Exercise Form and Exercise Price) of a certificate evidencing the number of whole Shares to which the Holder may be entitled, and pay to the Holder, in lieu of issuing any fractional Share, cash in an amount equal to the amount of any fraction associated with any such fractional Share multiplied by the then effective Exercise Price. In case of the purchase of less than all the Shares purchasable under this Warrant, the Company shall cancel this Warrant upon surrender hereof and shall execute and deliver a new Warrant of like tenor and date for the balance of the Shares purchasable hereunder.

5. Rights as Stockholder. The Holder shall have no rights as a stockholder of the Company with respect to any shares of Common Stock subject to the Warrant prior to the exercise of this Warrant, and then only with respect to those shares of Common Stock actually acquired upon such due and proper exercise.

6. Adjustment of Exercise Price and Number of Shares. The Exercise Price and the number of shares of Common Stock (or amount of other securities or property) purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 6.

(a) Subdivision or Combination of Stock. If the Company shall effect a stock dividend or stock split or subdivide its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such stock dividend, stock split or subdivision shall be proportionately reduced, and conversely, if the Company shall effect a reverse stock split or combine its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such reverse stock split or combination shall be proportionately increased. Upon each adjustment of the Exercise Price, the Holder of this Warrant shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Exercise Price resulting from such adjustment.

(b) Dividends in Common Stock, Other Stock, Property, Reclassification. If the holders of Common Stock (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to receive, without payment therefor,

(i) Common Stock or any shares of stock or other securities that are directly or indirectly convertible into or exchangeable for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution (other than shares of Common Stock issued as a stock dividend, stock split or subdivision, adjustments in respect of which shall be covered by the terms of Section 6(a) above),

(ii) any cash or property paid or payable otherwise than as a cash dividend (other than a liquidation or dissolution, which shall be covered by the terms of Section 6(d) below), or

(iii) additional shares of Common Stock or additional stock or other securities or property (including cash) by way of spin-off, split-up, reclassification, recapitalization, reorganization, combination of shares or similar corporate rearrangement (other than shares of Common Stock issued as a stock dividend, stock split or subdivision, adjustments in respect of which shall be covered by the terms of Section 6(a) above),

then, and in each such case, the Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares of Common Stock receivable upon such exercise, and without payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to in clauses (ii) and (iii) above) which such Holder would hold on the date of such exercise had such Holder been the holder of record of such Common Stock as of the date on which holders of Common Stock received or became entitled to receive such shares or all other additional stock and other securities and property.

(c) Reorganization, Reclassification, Consolidation, Merger or Sale. If any reclassification, recapitalization or reorganization, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets or other similar transaction, shall be effected in such a way that holders of Common Stock shall be entitled to receive, with respect to or in exchange for their shares of Common Stock, securities or other assets or property (an “Organic Change”) and the Company is the resulting or surviving corporation of such Organic Change, then, as a condition of such Organic Change, provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Common Stock of the Company purchasable and receivable upon the exercise of this Warrant immediately prior to such Organic Change) such shares of stock, securities or other assets or property as may be issued or payable in connection with such Organic Change with respect to or in exchange for the number of outstanding shares of such Common Stock purchasable and receivable upon the exercise of this Warrant immediately prior to such Organic Change. In the event of any Organic Change, appropriate provision shall be made by the Company with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares (or amount of stock, other securities or property) purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, in relation to any shares of stock, securities or property thereafter deliverable upon the exercise hereof. In the event of any Organic Change pursuant to which the Company is not the surviving or resulting corporation, prior to the consummation thereof, the corporation resulting from such Organic Change or the corporation purchasing such assets shall assume by written instrument the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase.

(d) Certain Events. If any change in the outstanding Common Stock of the Company or any other event occurs as to which the other provisions of this Section 6 are not strictly applicable or if strictly applicable would not fairly protect the purchase rights of the Holder of the Warrant in accordance with such provisions, then the Board of Directors of the Company shall make an adjustment in the number and class of shares or other securities or property available under the Warrant, the Exercise Price or the application of such provisions, so as to protect such purchase rights as aforesaid. The adjustment shall be such as will give the Holder of the Warrant upon exercise for the same aggregate Exercise Price the total number, class and kind of shares or other securities or property as the Holder have owned had the Warrant been exercised prior to the event and had the Holder continued to hold such shares until after the event requiring adjustment.

(e) No Impairment. The Company shall not, by amendment of its articles or certificate of incorporation or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times assist in carrying out all of the provisions of this Warrant and in taking all such action as may be reasonably necessary or appropriate to protect the Holder’s rights hereunder against impairment. If the Company takes any action affecting its Common Stock other than as described above that adversely affects the Holder’s rights under this Warrant, the Exercise Price shall be adjusted downward and the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted upward in such a manner that the aggregate Exercise Price of this Warrant is unchanged.

(i) Immediately upon any adjustment in the number or class of shares subject to this Warrant and of the Exercise Price, the Company shall give written notice thereof to the Holder, and furnish the Holder with a certificate of its Chief Financial Officer setting forth in reasonable detail such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish the Holder a certificate setting forth the Exercise Price in effect upon the date thereof and the series of adjustments leading to such Exercise Price,

(ii) The Company shall give written notice to the Holder at least twenty (20) Business Days prior to the date on which the Company closes its books or takes a record for determining rights to receive any dividends or distributions,

(iii) The Company shall also give written notice to the Holder at least twenty (20) Business Days prior to the date on which an Organic Change shall take place, and

(iv) The Company shall give written notice to the Holder at least thirty (30) Business Days prior to the effective date of any proposed liquidation, or dissolution or winding up of the Company.

(g) Calculations. All calculations under this Section 6 shall be made to the nearest 1/10th of a cent or the nearest 1/100^th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

(h) Adjustments. Notwithstanding any provision of this Section 6, no adjustment of the Exercise Price shall be required if such adjustment is less than $0.001; provided, however, that any adjustments that by reason of this Section 6(h) are not required to be made shall be carried forward and taken into account for purposes of any subsequent adjustment.

(a) The Holder represents and warrants to the Company that the Holder is acquiring the Warrant and the Shares issuable upon exercise of the Warrant for the Holder’s own account for the purpose of investment and not with a view toward resale or other distribution thereof in violation of the Act. The Holder acknowledges that the effect of the representations and warranties is that the economic risk of the investment in the Warrant must be borne by the Holder. These representations and warranties shall be deemed to be continuing representations and warranties and shall be in full force and effect upon such exercise of the Warrant granted hereby. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment.

(b) In order to enable the Company to comply with the Act and any relevant state Law (as defined in the Purchase Agreement), the Company may require the Holder, as a condition of the exercising of the Warrant granted hereunder, to give written assurance satisfactory to the Company that the shares of Common Stock subject to the Warrant are being acquired for its own account, for investment only, with no view to the distribution of same, and that any subsequent resale of any such shares of Common Stock either shall be made pursuant to a registration statement under the Act, which shall become effective and is current with regard to the shares of Common Stock being sold, or shall be made pursuant to an exemption from registration under the Act. If the shares of Common Stock purchased pursuant to the exercise of the Warrant are not subject to an effective registration statement under the Act, the certificates evidencing shares of Common Stock purchased upon exercise of the Warrant shall bear the following restrictive legend or a substantially similar legend:

(c) The Holder represents and warrants that the Holder is an “accredited investor” within the meaning of Rule 501(a) of Regulation D of the Act.

(a) Transfer Restricted. This Warrant, and any rights hereunder, may not be assigned or transferred, except as provided in the legend hereon and in accordance with and subject to provisions of (i) all applicable state securities Laws and (ii) the Act, and the rules and regulations promulgated thereunder. Any purported transfer or assignment made other than in accordance with this Section 8 shall be null and void and of no force and effect.

(b) Assignment. Any assignment permitted hereunder shall be made by surrender of this Warrant to the Company at its principal place of business as set forth below with a Form of Assignment in substantially the form attached hereto as Exhibit B, duly completed and executed and funds sufficient to pay any transfer tax, if any. In such event, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment in the amount so assigned and this Warrant shall be promptly canceled; provided, however, that in the event that the Holder hereof shall assign or transfer less than the full amount of this Warrant, a new Warrant evidencing the remaining portion of this Warrant not so assigned or transferred shall be issued in the name of the Holder, at the sole expense of the Company.

9. Loss, etc. of Warrant. Upon (i) receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of the Warrant, (ii) receipt of indemnity reasonably satisfactory to the Company, if the Warrant is lost, stolen, or destroyed, (iii) placement of a bond (if required by the Company) and indemnity satisfactory in form and substance to the Company, and (iv) surrender and cancellation of the Warrant, if mutilated, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor and denomination.

10. Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock shall be made without charge to the Holder for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) or other cost incurred by the Company in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting holder. Upon exercise of this Warrant, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid, and nonassessable.

11. Due Authorization; Compliance. The authorization, sale, issuance and delivery of the Warrant have been approved by all requisite corporate action of the Company. The exercise of the Warrant into shares of Common Stock are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with at or prior to Closing of the Purchase Agreement.

12. Governing Law; Venue. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAWS RULES OR PRINCIPLES THEREOF. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SERVING DALLAS COUNTY, TEXAS, FOR THE PURPOSES OF ANY ACTION ARISING OUT OF THIS WARRANT, OR THE SUBJECT MATTER HEREOF. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH ACTION (A) THAT SUCH PARTY IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, (B) THAT THE ACTION IS BROUGHT IN AN INCONVENIENT FORUM, (C) THAT IT IS IMMUNE FROM ANY LEGAL PROCESS WITH RESPECT TO ITSELF OR ITS PROPERTY, (D) THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR (E) THAT THIS WARRANT, OR THE SUBJECT MATTER HEREOF, MAY NOT BE ENFORCED IN OR BY SUCH COURTS. IN THE EVENT THAT ANY PROVISION OF THIS WARRANT DELIVERED IN CONNECTION HEREWITH IS INVALID OR UNENFORCEABLE UNDER ANY APPLICABLE STATUTE OR RULE OF LAW, THEN SUCH PROVISION SHALL BE DEEMED INOPERATIVE TO THE EXTENT THAT IT MAY CONFLICT THEREWITH AND SHALL BE DEEMED MODIFIED TO CONFORM TO SUCH STATUTE OR RULE OF LAW SO LONG AS THE ECONOMIC OR LEGAL SUBSTANCE OF THE TRANSACTIONS CONTEMPLATED HEREBY IS NOT AFFECTED IN ANY MANNER MATERIALLY ADVERSE TO ANY PARTY. ANY SUCH PROVISION WHICH MAY PROVE INVALID OR UNENFORCEABLE UNDER ANY LAW SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS WARRANT, WHICH SHALL REMAIN ENFORCEABLE IN ACCORDANCE WITH ITS RESPECTIVE TERMS.

13. Reservation of Shares; Issuance of Shares. The Company has reserved and will keep available, out of the authorized and unissued shares of Common Stock, the full number of Shares sufficient to provide for the exercise of the rights of the Holder hereunder. The Company covenants and agrees that, in accordance with the terms herein, all shares of Common Stock that may be delivered upon the appropriate exercise of the Warrant will, upon delivery, be duly paid and non-assessable and shall be free from all taxes, liens and charges with respect to the purchase thereof hereunder.

14. Successors. All the covenants and provisions of this Warrant by or for the benefit of the Company or the Holder shall bind and inure to the benefit of their respective successors and permitted assigns.

15. Amendments. Any term of this Warrant may be amended with the written consent of the Company and the holders of Warrants constituting the Warrant Series representing not less than seventy-five percent (75%) of the shares of Common Stock issuable upon exercise of any and all outstanding Warrants constituting the Warrant Series, even without the consent of the Holder. Any amendment effected in accordance with this Section 15 shall be binding upon each holder of any of the Warrants constituting the Warrant Series, each future holder of all such Warrants, and the Company; provided, however, that no special consideration or inducement may be given to any such holder in connection with such consent that is not given ratably to all such holders, and that such amendment must apply to all such holders equally and ratably in accordance with the number of shares of Common Stock issuable upon exercise of their Warrants. The Company shall promptly give notice to all holders of the Warrants constituting the Warrant Series of any amendment effected in accordance with this Section 15.

16. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given and sent as follows:

(b) when sent by confirmed facsimile if sent during normal business hours of the recipient, or if delivered after normal business hours, then on the next Business Day;

(c) three (3) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or

(d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.

Weil, Gotshal & Manges LLP
200 Crescent Court, Suite 300
Dallas, Texas 75201
Attention: R. Scott Cohen, Esq.
Facsimile: 214-746-7777

or at such other address as the Company or the Holder may designate by written notice to the other in accordance with this Section 16.

17. Attorneys Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys fees.

18. Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transactions hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Warrant will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Warrant, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Warrant and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

19. Waiver. No failure or delay on the part of the Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

20. Counterparts. This Warrant may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed on the 4th day of December 2007.

(To be Executed by the Registered Holder to Exercise
the Rights to Purchase Common Shares Evidenced by the Warrant)

The undersigned, , hereby irrevocably subscribes for shares of The X-Change Corporation’s Common Stock pursuant to and in accordance with the terms and conditions of the Tranche A Warrant dated as of December 4, 2007, and herewith makes payment of $ therefore, and requests that a certificate for such shares be issued in the name of the undersigned and be delivered to the undersigned at the address stated below. The undersigned makes the representations and warranties set forth in Section 7 of the Tranche A Warrant.

As provided for in the Tranche A Warrant, the undersigned further requests that, in the event the number of shares subscribed for herein shall not be all of the shares of The X-Change Corporation’s Common Stock purchasable under the Tranche A Warrant, a new Warrant of like tenor for the balance of the warrant not exercised be delivered to the undersigned.

(To assign the foregoing Warrant, execute this form and supply required information.
Do not use this form to exercise the Warrant)

FOR VALUE RECEIVED, hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant with respect to the number of shares of Common Stock covered thereby set forth below, unto:

The signature should be guaranteed by an eligible guarantor institution pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

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”), and Warrants (as defined below).

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.

(a) As used in this Agreement, the following terms shall have the meanings set forth below:

“Business Day” means any day except Saturday, Sunday and any day that is a federal legal holiday or a day on which banking institutions in the State of Texas are authorized or required by Law or governmental action to close.

“Common Stock” means shares of the Company’s common stock, par value $0.001 per share.

“Form S-3” means such form under the Securities Act as is in effect on the date of this Agreement or any successor registration form under the Securities Act subsequently adopted by the SEC that permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

“Holder” means any person holding Registrable Securities, or any assignee of record of such Registrable Securities to whom the rights under this Agreement have been duly assigned in accordance with this Agreement; provided, that for purposes of this Agreement, a holder of a Note and a Warrant shall be deemed to be the Holder of the number of shares of Common Stock issuable upon conversion of such Note or exercise of such Warrant, as applicable.

“Notes” mean, collectively, all of the Senior Secured Convertible Term Notes—Tranche A and Senior Secured Convertible Term Notes—Tranche B sold pursuant to the Purchase Agreement.

The terms “register,” “registration,” and “registered” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and pursuant to Rule 415 and the declaration or ordering of effectiveness of such registration statement.

“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 and (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; 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.

The number of shares of “Registrable Securities then outstanding” shall mean the aggregate number of shares of Common Stock that are Registrable Securities and (i) are then issued and outstanding or (ii) are then issuable pursuant to the exercise or conversion of then outstanding and then exercisable options, warrants, or convertible securities, including conversion of the Notes or exercise of the Warrants.

“Registration Expenses” mean all expenses incurred in effecting any registration pursuant to this Agreement, including, without limitation, all registration, qualification, and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, and expenses of any regular or special audits incident to or required by any such registration, but excluding underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities.

“Rule 415” means Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous or delayed basis.

“Subsidiary” means any corporation more than fifty percent (50%) of the outstanding voting securities of which are owned by the Company or any Subsidiary, directly or indirectly, or a partnership, limited liability company or other entity in which the Company or any Subsidiary is a general partner, manager or holds interests entitling it to receive more than fifty percent (50%) of the profits or losses of the partnership, limited liability company or other entity.

“Warrants” mean, collectively, all of the Tranche A Warrants (as defined in the Purchase Agreement) and Tranche B Warrants (as defined in the Purchase Agreement) sold pursuant to the Purchase Agreement.

(b) Each of the following terms is defined in the Section set forth opposite such term:

(c) Other Definitional and Interpretative Matters. Unless otherwise expressly provided or the context otherwise requires, for purposes of this Agreement, the following rules of interpretation apply:

(i) Calculation of Time Period. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period is excluded. If the last day of such period is a non-Business Day, the period in question ends on the next succeeding Business Day.

(iii) Gender and Number. Unless the context otherwise requires, any reference in this Agreement to gender includes all genders, and words imparting the singular number only include the plural and vice versa.

(iv) Hereby and Similar Words. Unless the context otherwise requires, the words “hereby,” “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this Agreement as a whole and not merely to the provision in which such words appear.

(v) Including. The word “including,” or any variation thereof, means “including, without limitation” and does not limit any general statement that it follows to the specific or similar items or matters immediately following it.

(vi) Parties to this Agreement. Any reference in this Agreement to the “parties” to this Agreement means the signatories to this Agreement and their successors and permitted assigns, and does not include any third party.

(a) If the Company shall receive, at any time after one-hundred eighty (180) days after the date hereof, a written request (a “Demand Request”) from any of the Holders (each, an “Initiating Holder”) that the Company effect a registration covering any of such Holder’s Registrable Securities then outstanding, the Company shall, within sixty (60) calendar days of the receipt of such written request (the “Filing Date”), effect the filing of a registration statement in compliance with the terms set forth herein.

(b) Upon receipt of any Demand Request, the Company shall promptly (but in any event within five (5) days) give written notice of such proposed registration to all other Holders, who shall have the right, exercisable by written notice to the Company within five (5) days of their receipt of the Company’s notice, to elect to include in such registration such portion of such Holder’s Registrable Securities then outstanding as may be requested. The Initiating Holders together with all other Holders requesting to have such portion of such Holder’s Registrable Securities then outstanding included in a registration in accordance with the preceding sentence shall be deemed to be “Requesting Holders” for purposes of this Agreement.

(c) The Company shall thereafter use its best efforts to, within one-hundred eighty (180) days thereafter (the “Effectiveness Target Date”), have such registration statement declared effective by the SEC pursuant to Rule 415 of the Securities Act. The registration statement when declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Company shall not be required to file a registration statement that the Company would otherwise be required to file pursuant to this Section 2 if the selling Holders would be deemed to be underwriters selling on behalf of an issuer under publicly announced interpretations of the SEC interpreting Rule 415 of the Securities Act.

(d) The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2:

(i) after the Company has initiated four (4) such registrations pursuant to Section 2(a) and such registrations have been declared or ordered effective, and the Holders are able to register and sell at least fifty percent (50%) of the Registrable Securities requested to be included in such registration;

(ii) if the Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made under Section 3 of this Agreement; or

(iii) during the first 180 days after the effective date of any registration statement filed by the Company under Sections 2 or 3 hereof if the Requesting Holders have been afforded the opportunity to register in such registration all or a majority of their Registrable Securities.

(e) A registration will not count as a registration for purposes of Section 2(d)(i) and (3)(iii) until it has become effective; provided, however, that if, after it has become effective, an offering of Registrable Securities pursuant to a registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected and will not count as a registration for purposes of Sections 2(d)(i) and (3)(iii).

(f) Right to Defer Registration. Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the president or chief executive officer of the Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) it would be materially detrimental to the Company and its stockholders for such registration to be effected at such time, then the Company shall have the right to defer the filing of the registration statement that the Company would otherwise be required to file pursuant to this Section 2; provided, that the Company may not defer such filing under this Section 2(f) more than once during any twelve (12) month period and for a period of not more than ninety (90) days after receipt of the request of the Holders under Section 2(a).

(g) Underwriting. If the Holders requesting a registration pursuant to Section 2(a) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to Section 2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to seventy-five percent (75%) of the Holders participating in the registration. Unless otherwise agreed by such underwriters and seventy-five percent (75%) of the Holders participating in the registration, no person may participate in any registration under this Agreement that is underwritten unless such person (i) agrees to sell such person’s securities on the basis provided in the proposed underwriting arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents required under the terms of such underwriting arrangements; provided that no Holder shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such Holder and such Holder’s intended method of distribution. Notwithstanding any other provision of this Section 2, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant to this Section 2, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders in proportion (as nearly as practicable) to the number of Registrable Securities requested by such Holders to be included in the registration.

The Company shall use its reasonable best efforts to qualify for registration on Form S-3. If, in accordance with Section 2 hereof, the Company receives a written request from the Holders that the Company effect a registration on Form S-3 with respect to all or a part of the Registrable Securities owned by such Holders, then the Company shall, pursuant to Section 2(a), (b) and (c) hereof, use its reasonable best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all of the Holders’ Registrable Securities; provided that the Company shall not be obligated to effect any such registration, qualification, or compliance pursuant to this Section 3:

(ii) if the Company shall furnish to the Holders a certificate signed by the president or chief executive officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement that the Company would otherwise be required to file pursuant to this Section 3; provided, that the Company may not defer such filing under this Section 3 more than once during any twelve (12) month period and for a period of not more than ninety (90) days after receipt of the request of the Holders under this Section 3; or

(iii) if the Company has, within the twelve (12) month period preceding the date of such request, already effected four (4) registrations on Form S-3 for the Holders pursuant to this Section 3.

Whenever required to effect the registration of any Registrable Securities under this Agreement, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible:

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best reasonable efforts to cause such registration statement to become effective; provided, that before filing a registration statement or prospectus or any amendments or supplements to a registration statement or prospectus, the Company shall furnish to the Holders and to counsel selected by the Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review of such Holders and counsel;

(b) prepare and file with the SEC such amendments, post-effective amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement and to keep such registration statement effective for a period of up to one hundred eighty (180) days or any lesser period of time in the event the distribution described in the registration statement has been completed; provided, however, that in the case of any registration statement on Form S-3 which relates to Registrable Securities that are intended to be offered on a continuous or delayed basis, such one hundred eighty (180) day period shall be extended, if necessary, to keep the registration statement effective until such Registrable Securities are sold, so long as Rule 415 permits an offering on a continuous or delayed basis;

(c) furnish to the Holders of Registrable Securities covered by such registration and the underwriters of the Registrable Securities being registered such number of copies of the registration statement, a prospectus, including a preliminary prospectus, and each amendment and supplement to any such prospectus, in conformity with the requirements of the Securities Act, any documents incorporated by reference therein and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder that are included in such registration or the sale of such securities by such underwriters (it being understood that, subject to Section 5 and the requirements of the Securities Act and applicable state securities laws, the Company consents to the use of the prospectus and any amendment or supplement thereto by each Seller and the underwriters in connection with the offering and sale of the Registrable Securities covered by the registration statement of which such prospectus, amendment or supplement is a part);

(d) use commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders of the Registrable Securities covered by such registration statement; use its commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in which the registration statement is required to be kept effective; and do any and all other acts and things which may be reasonably necessary or advisable to enable each Holder to consummate the disposition of the Registrable Securities owned by such Holder in such jurisdictions; provided, that the Company shall not be required in connection with such registration and qualification or as a condition to such registration and qualification (i) to qualify to do business or to file a general consent to service of process in any such states or jurisdictions or (ii) to subject itself to taxation in any jurisdiction;

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering;

(f) notify each Holder of Registrable Securities covered by such registration promptly after it shall receive notice thereof, of the time when such registration statement has been amended or becomes effective or a supplement to any prospectus forming a part of such registration statement has been filed;

(g) notify each Holder of Registrable Securities covered by such registration statement promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information or, at any time when a prospectus relating to such registration statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus not misleading in the light of the circumstances then existing;

(h) prepare and file with the SEC promptly any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Company or the managing underwriter, is required in connection with the distribution of the Registrable Securities covered by such registration;

(i) enter into such agreements (including underwriting agreements in the managing underwriter’s customary form) as are customary in connection with an underwritten registration;

(j) cause all such Registrable Securities registered pursuant to such registration statement to be listed on each securities exchange on which similar securities issued by the Company are then listed;

(k) provide a transfer agent and registrar for all Registrable Securities registered pursuant to such registration statement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(l) make available for inspection by any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant, or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such underwriter, attorney, accountant, or agent in connection with such registration statement;

(m) furnish to each Holder of Registrable Securities covered by such registration statement and the underwriters of the Registrable securities being registered legal opinions of the Company’s counsel in customary form;

(n) furnish to each Holder of Registrable Securities covered by such registration statement and the underwriters of the Registrable Securities being registered auditors’ comfort letters in customary form;

(o) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such registration statement for sale in any jurisdiction, the Company shall promptly use its best efforts to obtain the withdrawal of such order; and

(p) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.

Each Holder agrees by acquisition of any Registrable Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind which, in the opinion of the Company, requires the amendment or supplement of any prospectus, such Holder will forthwith discontinue disposition of Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing by the Company (the “Advice”) that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company gives a Suspension Notice, the time period regarding the effectiveness of registration statements set forth in Section 4(b) shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice.

All Registration Expenses incurred in connection with any registration, qualification, or compliance pursuant to Sections 2 and 3 of this Agreement and the reasonable fees and disbursements of one firm of counsel for the selling Holders (which shall be selected by the Holders of seventy-five percent (75%) of the Registrable Securities being included in any particular registration statement), shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2 if the registration request is subsequently withdrawn at the request of all of the Holders of the Registrable Securities to be registered, in which case all Holders shall bear their pro rata portion of such expenses. All underwriting discounts, selling commissions, and stock transfer taxes relating to securities so registered shall be borne by the Holders of such securities pro rata on the basis of the number of shares of securities so registered on their behalf, as shall any other expenses in connection with the registration required to be borne by the Holders of such securities. Notwithstanding the foregoing, in no event shall the Company be required to required to pay fees and disbursements of the one firm of counsel for the selling Holders in excess of $20,000 for each registration or qualification pursuant to Sections 2 or 3 of this Agreement.

It shall be a condition precedent to the obligations of the Company to take any action (other than the giving of notice) pursuant to Sections 2 and 3 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them, and the intended method of disposition of such securities as shall be required to effect the timely registration of their Registrable Securities.

No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of Section 2.

If any Registrable Securities are included in a registration statement under Sections 2 and 3:

(a) By the Company. To the extent permitted by law, the Company shall indemnify and hold harmless each Holder, the employees, advisors, agents, Affiliates, representatives, partners, officers, and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder, and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, costs, expenses and liabilities, joint or several (including reasonable fees and disbursements of legal counsel and other agents except as limited by Section 9(c)) (collectively, “Damages”) to which they may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such Damages (or actions in respect of such Damages) arise out of or are based upon any of the following statements, omissions, or violations (collectively, “Violations” and, individually, a “Violation”):

(i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained in such registration statement or any amendments or supplements to such registration statement;

(ii) the omission or alleged omission to state in any such registration statement a material fact required to be stated in such registration statement or necessary to make the statements in such registration statement not misleading; or

(iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any federal or state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any federal or state securities law in connection with the offering covered by such registration statement;

and the Company shall reimburse each such Holder, partner, officer, director, underwriter, or controlling person for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, that the indemnity agreement contained in this Section 9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent (and only to the extent) that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by a Holder or a partner, officer, director, underwriter, agent or controlling person of any Holder.

(b) By Selling Holders. To the extent permitted by law, each selling Holder shall indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, and any other Holder selling securities under such registration statement or any of such other Holder’s employees, advisors, agents, Affiliates, representatives, partners, directors, or officers or any person who controls such Holder within the meaning of the Securities Act or the Exchange Act, against any Damages to which the Company or any such director, officer, controlling person, underwriter, or other such Holder, employees, advisors, agents, Affiliates, representatives, partner, director, officer, or controlling person of such other Holder may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such Damages (or actions in respect to such Damages) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by or on behalf of such Holder expressly for use in connection with such registration; and each such Holder shall reimburse any legal or other expenses reasonably incurred, as incurred, by the Company or any such director, officer, controlling person, underwriter, or other Holder, employee, advisor, agent, Affiliate, representative, partner, officer, director, or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld, nor shall the total amounts payable in indemnity by a Holder under this Section 9(b) in respect of any Violation exceed the net proceeds received by such Holder in the registered offering out of which such Violation arises.

(c) Notice. Promptly after receipt by an indemnified party under this Section 9(c) of notice of the commencement of any action (including any governmental action), such indemnified party shall, if a claim in respect of such action is to be made against any indemnifying party under this Section 9(c), deliver to the indemnifying party a written notice of the commencement of such action and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense of such action with counsel mutually satisfactory to the parties; provided, that an indemnified party shall have the right to retain its own counsel and to participate in the defense of such claim, with the fees and expenses to be paid by the indemnifying party, if (i) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented by such counsel in such proceeding; (ii) the indemnifying party has agreed to pay such fees or expenses or (iii) the indemnifying party shall have failed to assume the defense of such claim and employ legal counsel reasonably satisfactory to the other parties; provided, further, that the indemnifying party shall not in such event be responsible for the fees and expenses of more than one firm of separate counsel with respect to all indemnified parties, which firm shall be designated by the indemnified parties and shall be subject to the indemnifying party’s approval, such approval not to be unreasonably withheld, in connection with any action or separate but related actions in the same jurisdiction, in addition to any local counsel, unless in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and disbursements of such additional counsel or counsels. If such defense is assumed by the indemnifying party pursuant to the provisions hereof, such indemnifying party shall not settle or otherwise compromise the applicable claim unless (i) such settlement or compromise contains a full and unconditional release of such indemnified party or (ii) the indemnified party otherwise consents in writing. If such defense is not assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without the indemnifying party’s consent (but such consent will not be unreasonably withheld). The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to the indemnifying party’s ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 9, but the omission so to deliver written notice to the indemnifying party shall not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than under this Section 9(c).

(d) Defect Eliminated in Final Prospectus. The foregoing indemnity agreements of the Company and the Holders are subject to the condition that, insofar as they relate to any Violation made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the registration statement in question becomes effective or the amended prospectus filed with the SEC pursuant to SEC Rule 424(b) (the “Final Prospectus”), such indemnity agreement shall not inure to the benefit of any person if a copy of the Final Prospectus was furnished to the indemnified party and was not furnished to the person asserting the loss, claim, damage, or liability, at or prior to the time such action is required by the Securities Act.

(e) Contribution. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any indemnified party or any controlling person of any such indemnified party, makes a claim for indemnification pursuant to this Section 9 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9 provides for indemnification in such case or (ii) contribution under the Securities Act may be required on the part of any such indemnified party or any such controlling person in circumstances for which indemnification is provided under this Section 9, then, and in each such case, each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Damages in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the actions which resulted in such Damages as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 9(e) were determined by pro rata allocation (even if the Holders or any underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 9(e). The amount paid or payable by an indemnified party as a result of the Damages (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or, except as provided in Section 9(c), defending any such action or claim. Notwithstanding the provisions of this Section 9(e), no Holder shall be required to contribute an amount greater than the dollar amount of the net proceeds received by such Holder with respect to the sale of any Registrable Securities less any amounts paid in indemnity. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

(f) Conflicts. Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in an underwriting agreement entered into by the Company and the Holders in connection with underwritten public offering are in conflict with the foregoing provisions, the provisions of the underwriting agreement shall control.

(g) Survival. The obligations of the Company and Holders under this Section 9 shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the completion of any offering of Registrable Securities in a registration statement and shall survive the termination of this Agreement.

Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of any Registrable Securities or other shares of stock of the Company then owned by such Holder (other than to “affiliates” (as that term is defined in Rule 144(a)(1) of the Securities Act) of such Holder, donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act; provided, that:

(a) such agreement shall be applicable to any Holder only as to any registration statement that covers securities held by such Holder; and

(b) all officers and directors of the Company and holders of at least five percent (5%) of the Company’s voting securities are bound by and have entered into similar agreements.

In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 10 and to impose stop-transfer instructions with respect to the Registrable Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

For so long as any Holder has the right to request registration of Registrable Securities pursuant to this Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in the Registration Statement other than Registrable Securities, and the Company shall not, without the prior written consent of the Holders of seventy-five percent (75%) of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder to include securities in any registration filed by the Company.

With a view to making available the benefits of certain rules and regulations of the SEC that may at any time permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its commercially reasonable efforts to:

(a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act;

(b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(c) so long as a Holder owns any Registrable Securities, to furnish to the Holder promptly upon request (and in no event more than five (5) days after the receipt of such request), (i) a written statement by the Company as to its compliance with the reporting requirements of said Rule 144, and of the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration.

The Company shall have no obligations pursuant to Sections 2 and 3 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Sections 2 and 3 if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may be sold in a 60-day period without registration under the Securities Act pursuant to Rule 144(k) promulgated under the Securities Act.

The Company and the Holders agree that the Holders will suffer damages if the Company fails to fulfill its obligations pursuant to Section 2 and 3 hereof and that it would not be possible to ascertain the extent of such damages in the event of such failure. Accordingly, the Company hereby agrees to pay as liquidated damages and not as a penalty to the Holders of the Registrable Securities (in accordance with their pro rata ownership of the Notes and Warrants) if (i) the registration statement contemplated in Section 2 and 3 has not been filed with the SEC by the Filing Date, or (ii) if at any time after such registration statement has been declared effective by the SEC and such registration statement ceases to be effective (any such failure or breach being referred to as an “Event”), in the amount of $1,000 per day until such registration statement has been filed or until such ineffective registration statement has been declared effective by the SEC; provided, however, the amount of such liquidated damages, in the aggregate, shall not exceed $150,000 and, provided, further, that no damages shall be deemed to have accrued in the event a registration statement is filed and made effective with respect to less than all the Registrable Securities initially requested by the Holders as a result of concerns regarding Rule 415 raised by the SEC and if the balance of all such Registrable Securities are later registered pursuant to a registration as provided for herein. While such Event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an Event has been cured by the Company shall be paid three (3) days following the date on which such Event has been cured by the Company.

If at any time there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Holder written notice of such determination and, if within thirty (30) days after receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such holder requests to be registered to the extent the Company may do so without violating registration rights of others which exist as of the date of this Agreement, subject to customary underwriter cutbacks applicable to all holders of registration rights and subject to obtaining any required the consent of any selling stockholder(s) to such inclusion under such registration statement. Notwithstanding the foregoing, the rights provided for in this Section 15 shall not apply to any registration originally filed by the Company within one hundred eighty (180) days of the date of the Purchase Agreement.

The parties acknowledge and agree that Tejas will be permitted to include the shares of Common Stock issuable upon exercise of the Tejas Warrants in any registration of Registrable Securities effected pursuant to this Agreement, provided that (i) applicable rules and interpretations of the SEC permit such inclusion in the contemplated registration and (ii) in the case of any underwriter cutback, the shares of Common Stock of Tejas will be subject to exclusion prior to any cutback of the Registrable Securities. “Tejas Warrants” shall mean the warrants issued or issuable to Tejas by the Company pursuant to the Master Private Placement Engagement Letter between the Company and Tejas dated June 21, 2007, as amended by that certain amendment dated July 24, 2007, and as amended by that certain amendment dated September 17, 2007, as a result of the issuance of the Registrable Securities by the Company pursuant to the Purchase Agreement. Notwithstanding the foregoing, the rights of Tejas as provided hereunder specifically exclude all of those rights set forth in Sections 2, 6, 14 and 15

(a) Successors and Assigns. Except as otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties to this Agreement. Any Holder that ceases to beneficially own any Registrable Securities shall cease to be bound by the terms hereof or be entitled to any benefits or rights hereunder (other than as expressly set forth herein).

(b) Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties to this Agreement and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement except as expressly provided in this Agreement.

(c) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAWS RULES OR PRINCIPLES THEREOF.

(d) Venue. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts serving Dallas County, Texas, for the purposes of any action arising out of this Agreement, or the subject matter hereof. To the extent permitted by applicable law, each party hereby waives and agrees not to assert, by way of motion, as a defense or otherwise, in any such action (a) that such party is not personally subject to the jurisdiction of the above-named courts, (b) that the action is brought in an inconvenient forum, (c) that it is immune from any legal process with respect to itself or its property, (d) that the venue of the suit, action or proceeding is improper, or (e) that this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(e) Counterparts. This Agreement may be executed in two or more counterparts including, without limitation, delivery by facsimile or electronic transmission, each of which shall be deemed an original, but all of which taken together shall constitute one and the same agreement.

(f) Headings. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All references in this Agreement to sections, paragraphs, exhibits, and schedules shall, unless otherwise provided, refer to sections and paragraphs of this Agreement and exhibits and schedules attached to this Agreement, all of which exhibits and schedules are incorporated in this Agreement by this reference.

(g) Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given:

(ii) when sent by confirmed facsimile if sent during normal business hours of the recipient, or if delivered after normal business hours, then on the next Business Day;

(iii) three (3) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or

(iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.

Weil, Gotshal & Manges
200 Crescent Court
Suite 300
Dallas, Texas 75201
Attention: R. Scott Cohen, Esq.
Facsimile: 214-746-7777

or at such other address as the Company or any Purchaser may designate by written notice to the other parties hereto given in accordance with this Section 17(g).

(i) The parties hereto may not amend, modify or supplement this Agreement or waive any provision hereof except pursuant to a written instrument making specific reference to this Agreement that identifies itself as an amendment, modification or supplement to this Agreement and that is executed by (i) the Company and (ii) Holders holding seventy-five percent (75%) of the Registrable Securities; provided, however, that any amendment, modification, supplement or waiver that materially and adversely affects a Holder disproportionately as compared to all other Holders of the same class of Registrable Securities shall require the prior written consent of seventy-five percent (75%) of such Holders so adversely affected. Notwithstanding anything in this Section 17(h) to the contrary, if additional registration rights are granted to other parties in accordance with Section 11, such parties may be added as parties to this Agreement by execution of counterpart signature pages without any amendment of this Agreement.

(ii) No action taken pursuant to this Agreement, including any investigation by or on behalf of any party hereto, constitutes a waiver by the party taking such action of compliance with any provision of this Agreement. The waiver by any party hereto of any provision of this Agreement is effective only in the instance and only for the purpose that it is given and does not operate and is not to be construed as a further or continuing waiver of such provision or as a waiver of any other provision. No failure on the part of any party hereto to exercise, and no delay in exercising, any right, power or remedy under this Agreement, and no course of dealing between the parties hereto, operates as a waiver or estoppel thereof. No single or partial exercise of any right, power or remedy under this Agreement by any party hereto precludes any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies under this Agreement are cumulative, not alternative and are not exclusive of any other remedies provided by law.

(iii) This Agreement shall terminate upon the date on which there are no longer any Registrable Securities outstanding; provided, however, the provisions of Section 9 and this Section 17 shall survive indefinitely.

(i) Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Company and each Holder covenant, agree and acknowledge that this Agreement may only be enforced against the parties hereto. All claims or causes of action (whether in contract, tort or otherwise) arising out of or relating to this Agreement (including the negotiation, execution or performance of this Agreement and any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made only against the parties hereto. No past, present or future officer, director, shareholder, employee, incorporator, member, partner, agent, attorney, representative or Affiliate of any party hereto (including any person negotiating or executing this Agreement on behalf of a party hereto) shall have any liability or obligation with respect to this Agreement or with respect to any claim or cause of action (whether in contract, tort or otherwise) arising out of or relating to this Agreement (including the negotiation, execution or performance of this Agreement and any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement).

(j) Specific Enforcement. Each party hereto acknowledges and agrees that irreparable damage would occur to the other parties hereto and that the other parties hereto will not have an adequate remedy at law in the event that any of the provisions of this Agreement to be performed by such party were not performed in accordance with their specific terms or were otherwise breached. Therefore, each party hereto is entitled to an injunction or injunctions to prevent breaches of this Agreement by the other parties and to specifically enforce the terms and provisions of this Agreement against such other parties hereto in any court of competent jurisdiction, without bond or other security being required, and appropriate injunctive relief may be applied for by such parties and granted in connection therewith. Such remedies are, however, cumulative and not exclusive and are in addition to any other remedies which any party may have under this Agreement or otherwise.

(k) Costs And Attorney Fees. If any action, suit, or other proceeding is instituted concerning or arising out of this Agreement or any transaction contemplated under this Agreement, the prevailing party shall recover all of such party’s costs and attorney fees incurred in each such action, suit, or other proceeding, including any and all appeals or petitions from any such action, suit, or other proceeding.

(l) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

(m) Entire Agreement. This Agreement, together with all exhibits and schedules to this Agreement, constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties, or obligations between the parties with respect to the subject matter of this Agreement.

(n) Further Assurances. From and after the date of this Agreement, upon the request of the Holders or the Company, the Company and the Holders shall execute and deliver such instruments, documents, or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

IN WITNESS WHEREOF, the parties to this Registration Rights Agreement have executed this Agreement as of the date first written above.

SECURITY AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Security Agreement”), dated as of December 4, 2007, by AirGATE Technologies, Inc., a Texas corporation (“Grantor”), in favor of Samson Investment Company, as Collateral Agent (as defined below) and the Secured Parties (as defined herein).

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.

Grantor is a wholly-owned subsidiary of the Company, and as such, will benefit from the transactions contemplated by the Purchase Agreement.

To induce each of the Secured Parties to enter into the Purchase Agreement and the Related Agreements, and to purchase from the Company the Notes and the Warrants (each of the foregoing, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, collectively the “Transaction Documents” and each, individually, a “Transaction Document”), Grantor hereby agrees as follows:

Section 1. Appointment of Collateral Agent. Each of the Purchasers hereby appoints Samson Investment Company to act on its behalf as the collateral agent (the “Collateral Agent”) hereunder and under the Guaranty (as defined below) and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

2.1. Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the obligations of Grantor (the “Secured Obligations”) under that certain Guaranty Agreement dated as of December 4, 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Guaranty”) made by Grantor in favor of the Collateral Agent, for the ratable benefit of the Holders (as defined in the Notes, and together with the Collateral Agent, each, a “Secured Party”, and collectively, the “Secured Parties”), hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a lien on and security interest in, all of its right, title and interest in, to and under the following property now owned or at any time hereafter acquired by Grantor or in which Grantor now has or at any time in the future may acquire any right, title or interest: (a) all Chattel Paper, all Electronic Chattel Paper, all Goods, all Accounts, all Commercial Tort Claims, all Promissory Notes, all Deposit Accounts, all Documents, all Equipment, all Fixtures, all General Intangibles, all Instruments, all Intellectual Property (as defined below), all Inventory, all Investment Property, all Letter-of-Credit-Rights, all Records, all Supporting Obligations, and any other personal property of Grantor, (b) all additions, attachments, accessories and accessions thereto, and any and all substitutions, replacements or exchanges therefore, and all insurance and/or other Proceeds thereof (the items referred to in clauses (a) and (b) above, the “Collateral”). For all purposes hereunder, “Intellectual Property” shall mean all intellectual and similar property of Grantor of every kind and nature now owned or hereafter acquired by Grantor, including (i) inventions, designs, all letters patent of the United States or any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof, or any other country, all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein (all items described in this clause (i), “Patents”); (ii) all agreements providing for the grant by or to Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent; (iii) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office, any State of the United States or any similar offices in any other country or any political subdivision thereof, and all extensions or renewals thereof, together with the goodwill pertaining to any of the foregoing (all items described in this clause (iii), “Trademarks”); (iv) all agreements providing for the grant by or to Grantor of any right to use any Trademark; (v) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and all registrations and applications for registration of any such copyright in the United States or any other country and all extensions and renewals thereof, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (all items described in this clause (v), “Copyrights”); (vi) all agreements naming Grantor as licensor or licensee, granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright; (vii) any and all domain names and domain name registrations, trade secrets, confidential or proprietary technical and business information, know-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, licenses for any of the foregoing and all license rights, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing, and (viii) including, without limitation, any of the foregoing set forth on Schedule I hereto.

2.2. Notwithstanding anything to the contrary contained herein, this Security Agreement shall not constitute nor evidence a grant of a security interest, collateral assignment or any other type of lien in any property or assets to the extent that Grantor is prohibited from granting a security interest in, pledge of, or charge, mortgage or lien upon any such property or assets by reason of (a) an existing and enforceable negative pledge provision or (b) applicable law to which Grantor is subject, except (in the case of either of the foregoing clauses (a) and (b)) to the extent such prohibition is ineffective under the UCC.

Section 3. Representations and Warranties. In addition to the representations and warranties made by Grantor under the Purchase Agreement and any other Transaction Document, Grantor hereby makes the following representations and warranties to the Collateral Agent and each of the Secured Parties:

(a) Except for the lien granted pursuant to this Security Agreement and Permitted Liens, Grantor owns each item of the Collateral free and clear of any and all liens, encumbrances or claims of others. Grantor (x) is the record and beneficial owner of the Collateral pledged by it hereunder constituting instruments or certificates and (y) has rights in or the power to transfer each other item of Collateral in which a lien is granted by it hereunder, free and clear of any other lien or encumbrance (other than Permitted Liens).

(b) The security interest granted pursuant to this Security Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in all Collateral subject, in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, to the filing of such financing statements with the appropriate Secretaries of State (or similar governmental authority). Such security interest shall be prior to all other liens on the Collateral.

(c) Grantor’s jurisdiction of organization, legal name and organizational identification number, if any, and the location of Grantor’s chief executive office or sole place of business, in each case as of the date hereof, is specified on Schedule II hereto.

(d) No consent or approval of, notice to or filing with any governmental authority or any other person or entity or any consent from any person or entity is required for the exercise by the Collateral Agent of its rights provided for in this Security Agreement or the enforcement of remedies in respect of the Collateral pursuant to this Security Agreement, including the transfer of any Collateral, except for (i) filings necessary to perfect and maintain the perfection of the liens granted under this Security Agreement, and (ii) the approvals, consents, and authorizations which have been duly obtained, taken, given, or made and are in full force and effect.

(e) This Security Agreement constitutes the legal, valid and binding obligation of Grantor enforceable against Grantor in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights.

(f) Neither the execution of this Security Agreement nor the performance of the obligations created hereunder will conflict with or result in a breach of any other agreement or instrument to which Grantor is a party or by which it is bound or be in violation or default of any statute, rule, or decree of any court, administrative agency or governmental body to which it may be subject. Grantor is not in default with respect to any indenture, loan agreement, mortgage, lease, deed or other similar agreement to which it is a party or by which it is bound; and

(g) The consummation of the transactions between the Company and each of the Secured Parties contemplated by the Transaction Documents is of value to Grantor and is reasonably expected to benefit Grantor directly or indirectly, and is in furtherance of Grantor’s business interests.

4.1. Grantor shall pay promptly when due all taxes, license fees, assessments and public and private charges levied or assessed on any of the Collateral, on its use, or on this Security Agreement; provided, that Grantor shall not be required to pay any such tax, license fee, assessment or charge whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which Grantor has provided adequate reserves in accordance with GAAP. At its option, the Collateral Agent may discharge taxes, liens, security interests or other encumbrances at any time levied or placed on the Collateral and may pay for the maintenance, insurance and preservation of the Collateral and effect compliance with the terms of this Security Agreement. Grantor agrees to reimburse the Collateral Agent, on demand, for all costs and expenses incurred by it in connection with such payment or performance and agrees that such reimbursement obligation shall constitute Secured Obligations.

4.2. Grantor shall, at all times, keep accurate and complete records of the Collateral, and the Collateral Agent shall have the right to inspect, and make copies of all of Grantor’s books and records relating to the Collateral during normal business hours, after giving Grantor reasonable prior notice.

4.3. Grantor agrees, at its own expense, to keep the Collateral insured with companies reasonably acceptable to the Collateral Agent for such amounts and against such hazards as is usually carried by companies engaged in similar business and owning similar properties in the same general jurisdictions or regions that Grantor operates, with losses under the policies payable to the Collateral Agent or its assigns, if any, for the benefit of the Secured Parties. The Collateral Agent shall be named as an additional insured under all such insurance policies with loss payable clauses under said policies payable in the Collateral Agent’s favor, for the benefit of the Secured Parties. Grantor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact, such appointment to be exercised after the occurrence and during the continuance of an Event of Default (as defined below), to make proof of loss and claims for insurance and to make adjustments with insurers and to receive payment of and execute or endorse all documents, checks or drafts in connection with payments made with respect to such insurance policies. Grantor may not make adjustments with insurers except with the Collateral Agent’s prior written consent. The policies will provide that the insurance may not be altered or canceled by the insurer until after 30 days written notice to the Collateral Agent. Upon the request of the Collateral Agent, Grantor shall deliver to the Collateral Agent evidence reasonably satisfactory to the Collateral Agent that Grantor is in compliance with all insurance requirements set forth in this Security Agreement, which evidence so requested may include insurance certificates from each relevant insurer. In the event of damage to or loss, secretion, destruction or theft of the Collateral, or any portion of the Collateral, whether in whole or in part, upon request of the Collateral Agent Grantor will pay to the Collateral Agent, for the benefit of the Secured Parties, the amount of all Secured Obligations attributable to such Collateral, or of the portion of the Secured Obligations attributable to such Collateral so affected if the value and use of the remainder of the Collateral are not affected at the time of such occurrence (except to the extent that the Collateral Agent, for the benefit of the Secured Parties, indefeasibly receive proceeds of insurance covering such Collateral). The Collateral Agent may, at its option, apply proceeds of insurance, in whole or in part: (i) to repair or comparably replace the Collateral or any portion of it; or (ii) to satisfy any of the Secured Obligations attributable to such Collateral pursuant to any Transaction Document.

4.4. Grantor hereby agrees with the Collateral Agent for the benefit of the Secured Parties from the date hereof until such date as the Secured Obligations are indefeasibly paid in full in cash that Grantor will (a) use the Collateral only in its trade or business; (b) maintain all of the tangible Collateral in good operating order and repair, normal wear and tear excepted; (c) use and maintain the Collateral only in compliance with any applicable manufacturers recommendations and all applicable laws; (d) keep all of the Collateral free and clear of any and all liens, claims and encumbrances, including purchase money security interests, other than those in favor of the Collateral Agent for the benefit of the Secured Parties and Permitted Liens; (e) remain the sole owner of the Collateral and not sell, lease, mortgage, hypothecate, license, grant a security interest in or otherwise transfer or encumber any of the Collateral; (f) not change its state of incorporation or its name as it appears in official filings in the state of its incorporation without giving the Collateral Agent at least 60 days’ prior written notice; and (g) promptly notify the Collateral Agent of (i) any of the Collateral having a value, either independently or in the aggregate, in excess of $25,000 being lost, stolen, missing, destroyed, materially damaged or worn out or (ii) any lien, claim or encumbrance other than Permitted Liens attaching to or being made against any of the Collateral.

4.5. Grantor agrees, on request of the Collateral Agent, to furnish to the Collateral Agent such further information, to execute and deliver to the Collateral Agent such documents and instruments (including UCC financing statements) and to do such other acts and things as the Collateral Agent may at any time reasonably request relating to the perfection or protection of the security interest in the Collateral created by this Security Agreement or for the purpose of carrying out the intent of this Security Agreement. Without limiting the foregoing, Grantor shall cooperate and do all acts deemed necessary or advisable by the Collateral Agent to maintain a perfected first priority security interest in the Collateral and shall obtain and furnish to the Collateral Agent any subordinations, releases, landlord, lessor, bailee or mortgagee waivers, control agreements, and similar documents as may be from time to time requested by, and in form and substance satisfactory to, the Collateral Agent. Grantor will warrant and defend the Collateral and the Collateral Agent against all claims by all persons in connection with the Secured Obligations.

4.6. Grantor authorizes the Collateral Agent to file financing statements, continuations, and amendments thereto describing the Collateral and containing any other information required by the applicable UCC, in such form and substance as the Collateral Agent, in its sole discretion, may determine, including a description of the Collateral as “all assets of the debtor” or similar designation. Grantor irrevocably grants to the Collateral Agent the power, exercisable after the occurrence and during the continuance of an Event of Default (as defined below), to sign Grantor’s name and generally to act on behalf of Grantor to execute and file applications for title, transfers of title, financing statements, notices of lien, demands for terminations or other security interests in any of the Collateral and other documents pertaining to any or all of the Collateral. This power is coupled with an interest and is irrevocable during such time as any of the Secured Obligations are outstanding. Upon request of the Collateral Agent, Grantor shall, if any certificate of title be required or permitted by law for any of the Collateral, obtain and promptly deliver to the Collateral Agent such certificate showing the lien of this Security Agreement with respect to the Collateral. Grantor ratifies its prior authorization for the Collateral Agent or any Secured Party to file financing statements and amendments thereto describing the Collateral and containing any other information required by the UCC, if filed prior to the date hereof.

5.1. Upon the occurrence of an event of default under any Transaction Document (an “Event of Default”), the Collateral Agent shall have all of the rights and remedies of a secured party under the UCC, and under any other applicable law and in equity. Without limiting the foregoing, the Collateral Agent shall have the right to:

(a) declare any or all of the Secured Obligations to be immediately due and payable, without demand or notice to the Company, Grantor or any other person liable for the Secured Obligations;

(b) require Grantor to promptly assemble the Collateral and make it available to the Collateral Agent at a place to be designated by the Collateral Agent which is reasonably convenient to both parties;

(c) take possession of the Collateral and remove same from its existing location(s) without notice to or consent of Grantor (and Grantor irrevocably authorizes the Collateral Agent to do so); and store and/or dispose (by public sale or otherwise) of the Collateral at its then existing location(s) at no charge to the Collateral Agent;

(d) sell or lease any or all items of Collateral at public or private sale or lease at such time or times as the Collateral Agent may determine and if notice thereof is required by law, any notice in writing of any such sale or lease by the Collateral Agent to Grantor not less than 10 days prior to the date thereof shall constitute reasonable notice thereof to Grantor;

(e) otherwise lease, dispose of, hold, use, operate, or keep idle such Collateral, all as the Collateral Agent, in its sole discretion, may determine; and

(f) have the right to bid on and purchase the Collateral at any public or private sale.

5.2. The cost of removal and turnover, including all transportation, of the Collateral upon the occurrence of an Event of Default will be at Grantor’s expense. If Grantor makes modifications to the site after the Collateral has been installed which impede the removal of the Collateral, the cost of removing the impediments and restoring the site will be at Grantor’s expense. If, following an Event of Default, the Collateral Agent exercises its right to demand that Grantor turn over the Collateral to the Collateral Agent, the Collateral will be turned over to the Collateral Agent or its assigns, in the same condition and appearance as when received by Grantor (reasonable wear and tear excepted) and in good working order and condition, operable in accordance with any applicable supplier’s then prevailing performance specifications.

5.3. After deducting all expenses of retaking, repairing, holding, transporting, initially selling the Collateral, the net proceeds (if any) from such sale by the Collateral Agent shall be applied against Grantor’s obligations in the following priorities: (a) first, to pay all fees, if any, indemnities, expenses and other amounts (including reasonable fees, charges and disbursements of counsel to the Collateral Agent) payable to the Collateral Agent in its capacity as such; (b) second, to pay the Collateral Agent’s costs, charges and expenses in taking, removing, holding, repairing, selling and disposing of the Collateral and any other expenses due and payable hereunder; (c) third, to the extent not previously paid by the Company, Grantor or any other person or entity liable therefore, to pay the Secured Parties all amounts owing in respect of the Secured Obligations, ratably among such Secured Parties in proportion to the respective amounts described in this clause (c) payable to them; and (d) lastly, any surplus shall be delivered to the person lawfully entitled thereto. The Collateral Agent shall have the right to seek any deficiency from Grantor notwithstanding the Collateral Agent’s repossession of the Collateral, or the Collateral Agent’s initial or subsequent sale of the Collateral to a third party.

5.4. The foregoing remedies are cumulative and nonexclusive of any other rights and remedies that the Collateral Agent may have under any other agreement or at law or in equity and may be exercised individually or concurrently, any or all thereof may be exercised instead of or in addition to each other or any remedies at law, in equity, or under statute. Except as expressly provided otherwise herein, Grantor waives notice of sale or other disposition (and the time and place thereof), and the manner and place of any advertising, and any other notice required to be given under the UCC. The Collateral Agent shall have no obligation to marshal any of the Collateral.

5.5. As used herein, the term “UCC” shall mean the Uniform Commercial Code as the same may, from time to time, be in effect in the State of Texas, provided, however, in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the state referred to above, “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Security Agreement relating to such perfection or priority and for purposes of definitions related to such provisions.

Section 6. Waiver of Certain Rights. Grantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, acceptance, demand, requirements for any demand or notice hereunder or other requirements of any kind with respect to any Secured Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable and any other notice in respect of the Secured Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Company, Grantor or any other person or entity liable for the Secured Obligations.

Section 7. Reinstatement. Grantor agrees that, if any payment made by the Company or any other person or entity liable for the Secured Obligations and applied to the Secured Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of Collateral are required to be returned by Collateral Agent or any Secured Party to such person or entity, its estate, trustee, receiver or any other party, including Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any lien or encumbrance or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, (a) any lien or encumbrance or other Collateral securing Grantor’s liability hereunder shall have been released or terminated by virtue of the foregoing, such lien or encumbrance or other Collateral shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of Grantor in respect of any lien or encumbrance or other Collateral securing such obligation or the amount of such payment.

8.1. None of the terms or provisions of this Security Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 9.5 of the Purchase Agreement and Section 8 of each Note; provided that no amendment hereto which affects the rights, duties or obligations of the Collateral Agent shall be effective without the prior written consent of the Collateral Agent and provided further that this Security Agreement may be amended without the consent of any Person other than the Collateral Agent in order to add one or more additional Secured Parties hereto as such.

8.2. No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Collateral Agent would otherwise have on any future occasion.

Section 9. Remedies Cumulative. The rights and remedies of the Collateral Agent hereunder are cumulative and nonexclusive of any other rights and remedies that the Collateral Agent or any other Secured Party may have under any other agreement or at law or in equity and may be exercised individually or concurrently, any or all thereof may be exercised instead of or in addition to each other or any remedies at law, in equity, or under statute.

10.1. The Collateral Agent shall not have any duties or obligations except those expressly set forth herein and in the Guaranty. Without limiting the generality of the foregoing, the Collateral Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing; and

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the Guaranty, provided that the Collateral Agent shall not be required to take any action (i) that in its reasonable opinion is or may be contrary to law or to the terms of this Security Agreement or any other Transaction Document or any other agreement or instrument relating to the Collateral, or which might or would in its reasonable opinion subject it or any of its directors, officers, employees or agents to personal or financial liability or (ii) unless it is indemnified hereunder to its satisfaction (and if any indemnity should become, in the determination of the Collateral Agent, inadequate, the Collateral Agent may call for additional indemnity and cease to act until such additional indemnity is given); and

10.2. The Collateral Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Secured Parties (as defined below) or (ii) in the absence of its own gross negligence or willful misconduct.

10.3. The Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Security Agreement or any other Transaction Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Security Agreement, any other Transaction Document or any other agreement, instrument or document, or the creation, perfection or priority of any lien purported to be created by the Transaction Documents, or (v) the value or the sufficiency of any Collateral, and the Collateral Agent shall incur no liability or responsibility in respect of the foregoing. The Collateral Agent shall not be responsible for insuring the Collateral or for the payment of taxes, charges, assessments or liens upon the Collateral or for perfecting or maintaining the perfection of its security interest in the Collateral purported to be granted hereby or otherwise as to the maintenance of the Collateral or any filings, including filings of UCC continuation statements.

10.4. The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. The Collateral Agent may, in its sole discretion, retain counsel, independent accountants and other experts selected by it and may act in reliance upon the advice of such counsel, independent accountants and other experts concerning all matters pertaining to the agencies hereby created and its duties hereunder, and shall be held harmless and shall not be liable for any action taken or omitted to be taken by it in good faith in reliance upon or in accordance with the statements and advice of such counsel (or counsel to Grantor), accountants and other experts.

10.5. The Collateral Agent may at any time give notice of its resignation to the Secured Parties. Upon receipt of any such notice of resignation, the Required Secured Parties (as defined below) shall have the right to appoint a successor. If no such successor shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may on behalf of the Secured Parties, appoint a successor Collateral Agent; provided that if the retiring Collateral Agent shall notify the Secured Parties that no Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the Guaranty and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Secured Party directly, until such time as the Required Secured Parties appoint a successor Collateral Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the Guaranty (if not already discharged therefrom as provided above in this Section). After the retiring Collateral Agent’s resignation, the provisions of Sections 10 and 16 shall continue in effect for the benefit of such retiring Collateral Agent and its related parties in respect of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting as Collateral Agent. For all purposes hereunder, the “Required Secured Parties” shall mean one or more Secured Parties holding Tranche A Notes and Tranche B Notes representing greater than seventy-five percent (75%) of the aggregate principal amount of all Tranche A Notes and Tranche B Notes then outstanding.

10.6. The Collateral Agent, in its individual capacity, may accept deposits from, lend money to and generally engage in any kind of business with the Company, Grantor and their respective affiliates as if it were not the collateral agent of the Secured Parties.

10.7. The Collateral Agent shall not be accountable for the use or application by any Person of disbursements properly made by the Collateral Agent in conformity with the provisions of this Security Agreement.

10.8. The Collateral Agent may exercise any of its duties hereunder by or through agents or employees. No provision of this Security Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial or other liability in the performance of any duties hereunder or in the exercise of any rights and powers hereunder unless the Collateral Agent is provided with an indemnity from the Grantor or one or more of the Secured Parties, satisfactory to the Collateral Agent in its sole discretion.

10.9. In no event shall the Collateral Agent be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Section 11. Successors and Assigns. This Security Agreement shall be binding upon the successors and assigns of Grantor and shall inure to the benefit of the Collateral Agent and the Secured Parties and their successors and assigns; provided, however, that Grantor may not assign, transfer or delegate any of its rights or obligations under this Security Agreement without the prior written consent of the Collateral Agent.

Section 12. Notices. All notices to be given in connection with this Security Agreement shall be addressed to the parties at their respective addresses set forth in Section 9.7 of the Purchase Agreement and shall be effected in the manner provided for in such Section 9.7 of the Purchase Agreement.

Section 13. Counterparts. This Security Agreement may be executed in any number of counterparts, including without limitation delivery by facsimile or electronic transmission, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.

Section 14. Severability. Any provision of this Security Agreement being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of this Security Agreement or any part of such provision in any other jurisdiction.

Section 15. GOVERNING LAW AND JURISDICTION. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAWS RULES OR PRINCIPLES THEREOF. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SERVING DALLAS COUNTY, TEXAS, FOR THE PURPOSES OF ANY ACTION ARISING OUT OF THIS SECURITY AGREEMENT, OR THE SUBJECT MATTER HEREOF. ALL PARTIES HERETO AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS, WAIVE TRIAL BY JURY, AND WAIVE ANY DEFENSE OR CLAIM OF FORUM NON CONVENIENS.

16.1. GRANTOR SHALL PAY TO THE COLLATERAL AGENT, FROM TIME TO TIME, ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING THE REASONABLE FEES AND EXPENSES OF COUNSEL) OF THE COLLATERAL AGENT (A) ARISING IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, OR MODIFICATION OF THIS SECURITY AGREEMENT, THE GUARANTY AND/OR THE ENFORCEMENT OF ANY OF THE PROVISIONS HEREOF OR THEREOF OR (B) INCURRED IN CONNECTION WITH THE ADMINISTRATION OF THE COLLATERAL, THE SALE OR OTHER DISPOSITION OF SUCH COLLATERAL PURSUANT TO THE TRANSACTION DOCUMENTS AND/OR THE PRESERVATION, PROTECTION OR DEFENSE OF THE COLLATERAL AGENT’S RIGHTS UNDER THIS SECURITY AGREEMENT OR THE GUARANTY AND IN AND TO SUCH COLLATERAL. GRANTOR SHALL PAY THE REASONABLE FEES AND EXPENSES OF THE COLLATERAL AGENT’S COUNSEL.

16.2. GRANTOR SHALL INDEMNIFY AND HOLD HARMLESS THE COLLATERAL AGENT (WHICH SHALL INCLUDE, WITH RESPECT TO THIS SECTION 16.2, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS) FROM ANY PRESENT OR FUTURE CLAIM FOR LIABILITY FOR ANY STAMP OR OTHER SIMILAR TAX AND ANY PENALTIES OR INTEREST WITH RESPECT THERETO, THAT MAY BE ASSESSED, LEVIED OR COLLECTED BY ANY JURISDICTION IN CONNECTION WITH THIS SECURITY AGREEMENT OR ANY COLLATERAL. GRANTOR SHALL PAY, OR REIMBURSE THE COLLATERAL AGENT FOR, ANY AND ALL AMOUNTS IN RESPECT OF, ALL SEARCH, FILING, RECORDING AND REGISTRATION FEES, TAXES, EXCISE TAXES AND OTHER SIMILAR IMPOSTS PAYABLE IN RESPECT OF THE EXECUTION, DELIVERY, PERFORMANCE AND/OR ENFORCEMENT OF THIS SECURITY AGREEMENT.

16.3. GRANTOR DOES HEREBY FURTHER AGREE TO PAY UPON DEMAND ALL LOSSES, COSTS, REASONABLE ATTORNEYS’ FEES AND EXPENSES WHICH MAY BE SUFFERED BY THE COLLATERAL AGENT AND EACH SECURED PARTY BY REASON OF THE COMPANY’S EVENT OF DEFAULT (AS DEFINED IN ANY TRANSACTION DOCUMENT) UNDER ANY TRANSACTION DOCUMENT OR ANY DEFAULT OF GRANTOR UNDER THIS SECURITY AGREEMENT. GRANTOR HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE COLLATERAL AGENT, EACH SECURED PARTY, THEIR AFFILIATES AND THEIR RESPECTIVE PRINCIPALS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND THIRD-PARTY ADVISORS (EACH, AN “INDEMNIFIED PARTY”) (ON AN AFTER-TAX BASIS) FROM AND AGAINST ANY AND ALL LOSSES, DISPUTES, PENALTIES, CLAIMS, EXPENSES (INCLUDING, WITHOUT LIMITATION, LEGAL EXPENSES) DAMAGES, AND LIABILITIES (INCLUDING WITHOUT LIMITATION, ENVIRONMENTAL LIABILITIES) OF WHATSOEVER KIND AND NATURE (INCLUDING THOSE ARISING OUT OF THE INDEMNIFIED PARTY’S NEGLIGENCE) ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS SECURITY AGREEMENT AND THE TRANSACTION DOCUMENTS (“CLAIMS”), REGARDLESS OF WHETHER SUCH INDEMNIFIED PARTY IS A PARTY THERETO; PROVIDED, HOWEVER, THAT NO INDEMNIFIED PARTY SHALL BE ENTITLED TO INDEMNITY HEREUNDER IN RESPECT OF ANY CLAIM TO THE EXTENT THAT THE SAME IS FOUND BY A FINAL, NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED DIRECTLY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY. ALL REPRESENTATIONS AND WARRANTIES MADE IN THIS SECURITY AGREEMENT SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS SECURITY AGREEMENT, AND GRANTOR’S OBLIGATIONS UNDER THIS SECTION 16 SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS SECURITY AGREEMENT.

16.4. TO THE EXTENT THAT GRANTOR FAILS TO PAY TO THE COLLATERAL AGENT ANY AMOUNTS PAYABLE TO THE COLLATERAL AGENT PURSUANT TO THIS SECTION 16, EACH SECURED PARTY SHALL BE SEVERALLY LIABLE IN PROPORTION TO THE AMOUNT OF NOTES HELD BY IT AND SHALL PAY AND INDEMNIFY AND HOLD THE COLLATERAL AGENT AND EACH OF THE OFFICERS, EMPLOYEES, DIRECTORS AND AGENTS THEREOF HARMLESS FROM AND AGAINST, ANY AND ALL LIABILITIES (INCLUDING LIABILITIES FOR PENALTIES AND LIABILITIES ARISING OR RESULTING FROM ACTIONS OR SUITS), OBLIGATIONS, LOSSES, JUDGMENTS, DEMANDS, DAMAGES, CLAIMS, COSTS OR EXPENSES OF ANY KIND OR NATURE WHATSOEVER THAT MAY AT ANY TIME BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST, THE COLLATERAL AGENT OR ANY SUCH OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN ANY WAY RELATING TO OR ARISING OUT OF THE EXECUTION, DELIVERY, AMENDMENT, ENFORCEMENT, PERFORMANCE AND/OR ADMINISTRATION OF THIS SECURITY AGREEMENT AND/OR THE GUARANTY (AND ANY AGREEMENTS RELATED THERETO), INCLUDING REASONABLE FEES AND EXPENSES OF COUNSEL AND OTHER EXPERTS; PROVIDED, HOWEVER, THAT NO SECURED PARTY SHALL BE LIABLE FOR THE PAYMENT OF ANY PORTION OF SUCH LIABILITIES (INCLUDING LIABILITIES FOR PENALTIES AND LIABILITIES ARISING OR RESULTING FROM ACTIONS OR SUITS), OBLIGATIONS, LOSSES, JUDGMENTS, DEMANDS, DAMAGES, CLAIMS, COSTS OR EXPENSES OF THE COLLATERAL AGENT OR ANY SUCH OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS TO THE EXTENT THAT THE SAME ARE FOUND BY A FINAL, NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED DIRECTLY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COLLATERAL AGENT, OR ANY SUCH OFFICERS, EMPLOYEES, DIRECTORS, OR ANY AGENTS. THE INDEMNIFICATION SET FORTH IN THIS SECTION 16.4 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE RESIGNATION OR REMOVAL OF THE COLLATERAL AGENT.

Section 17. ENTIRE AGREEMENT. THIS SECURITY AGREEMENT, TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT.

Section 18. Termination. Upon the indefeasible repayment in full in cash of all Secured Obligations, the Collateral shall be released from the lien and security interest created hereby and this Security Agreement and all obligations (other than those expressly stated to survive such termination) of Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to Grantor. Grantor is hereby authorized to file UCC amendments at such time evidencing the termination of the liens and security interests so released. At the request of Grantor following any such termination, the Collateral Agent shall deliver to Grantor any Collateral of Grantor held by the Collateral Agent hereunder and execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence such termination, all at the cost and expense of Grantor.

IN WITNESS WHEREOF, each of the undersigned has caused this Security Agreement to be duly executed and delivered as of the date first above written.

GUARANTY AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Guaranty”), dated as of December 4, 2007, by AirGATE Technologies, Inc., a Texas corporation (“Guarantor”), in favor of Samson Investment Company, as collateral agent (the “Agent”) for the holders of the Notes (as defined in the Purchase Agreement referred to below) (all such holders, the “Holders”).

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.

Guarantor is a wholly-owned subsidiary of the Company, and as such, will benefit from the transactions contemplated by the Purchase Agreement.

To induce each of the Purchasers to enter into the Purchase Agreement and the Related Agreements, and to purchase from the Company the Notes and the Warrants (each of the foregoing, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, collectively the “Transaction Documents” and each, individually, a “Transaction Document”), Guarantor hereby agrees as follows:

Section 1. Guaranty. Guarantor absolutely, unconditionally and irrevocably guarantees to the Agent, for the ratable benefit of the Holders, as primary obligor and not merely as surety, the full and punctual payment and performance when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with the Transaction Documents, of all obligations and duties of every type and description owing by the Company to each Holder arising out of or in connection with any Transaction Document, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising and however acquired, including, without limitation, all interest (whether or not accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or similar proceeding) and all other fees, expenses, costs, indemnities and other sums chargeable to the Company under any Transaction Document (the “Guaranteed Obligations”). The guaranty by Guarantor hereunder constitutes a guaranty of payment and not of collection. All payments made under this Guaranty shall be in immediately available United States funds without deduction, set-off or counterclaim.

2.1. Guarantor agrees that its obligations under this Guaranty shall be irrevocable, primary, absolute, continuing and unconditional, irrespective of and unaffected by any of the following actions or circumstances (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty in each case except as otherwise agreed in writing by the relevant Holder): (a) the invalidity or unenforceability of any obligation of the Company or any other guarantor under any Transaction Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of the Guaranteed Obligations or any part of them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part of them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Company or any other guarantor or other action to enforce any of the same or (ii) any action to enforce any Transaction Document or any lien or encumbrance thereunder; (c) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Company, or any other guarantor or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or interest thereon) in or as a result of any such proceeding; (d) any foreclosure, whether or not through judicial sale, and any other sale, transfer, lease or other disposition of Collateral or any election by the Agent or any Holder, following the occurrence of any event of default or other event which, with the giving of notice or the passage of time would constitute an event of default under any Transaction Document (an “Event of Default”), to proceed separately against any Collateral in accordance with any Agent’s or Holder’s rights under any applicable law; or (e) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Company, Guarantor, and any other guarantor, in each case other than the payment in full in cash of the Guaranteed Obligations.

2.2. Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, acceptance, demand, protest, requirements for any demand or notice hereunder or other requirements of any kind with respect to any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable and any other notice in respect of the Guaranteed Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Company, Guarantor or any other guarantor.

2.3. Guarantor unconditionally and irrevocably agrees not to enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against the Company or any other guarantor by reason of any Transaction Document or any payment made thereunder or to assert any claim, defense, setoff or counterclaim it may have against any other obligor for any of the Guaranteed Obligations or setoff any of its obligations to such other obligor against obligations of such obligor to Guarantor unless and until all of the Guaranteed Obligations are indefeasibly paid in full in cash. No obligation of Guarantor hereunder shall be discharged other than by complete performance.

2.4. The obligations of Guarantor hereunder are independent of and separate from the Guaranteed Obligations. If any Guaranteed Obligation is not paid when due, or upon any Event of Default, each Holder and/or the Agent (at the direction of the Required Secured Parties (as defined in the Security Agreement)) may, at its sole election, proceed directly and at once, without notice, against Guarantor to collect and recover the full amount or any portion of any Guaranteed Obligation then due, without first proceeding against any other obligor and without first joining Guarantor or any other obligor in any proceeding. Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of the Company and any other guarantor, maker or endorser of any Guaranteed Obligation or any part thereof, and of all other circumstances bearing upon the risk of nonpayment of any Guaranteed Obligation or any part thereof, that diligent inquiry would reveal, and Guarantor hereby agrees that none of the Agent and the Holders shall have any duty to advise Guarantor of information regarding such condition or any such circumstances.

Section 3. Representations and Warranties. In addition to the representations and warranties made by Guarantor under the Purchase Agreement and any other Transaction Document, Guarantor hereby makes the following representations and warranties to the Agent and each of the Holders:

(a)

This Guaranty constitutes the legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights.

(b)

Neither the execution of this Guaranty nor the performance of the obligations created hereunder will conflict with or result in a breach of any other agreement or instrument to which Guarantor is a party or by which it is bound or be in violation or default of any statute, rule, or decree of any court, administrative agency or governmental body to which it may be subject. Guarantor is not in default with respect to any indenture, loan agreement, mortgage, lease, deed or other similar agreement to which it is a party or by which it is bound.

(c)

The consummation of the transactions between the Company and each of the Holders contemplated by the Transaction Documents is of value to Guarantor and is reasonably expected to benefit Guarantor directly or indirectly, and is in furtherance of Guarantor’s business interests.

Section 4. Reinstatement. Guarantor agrees that, if any payment made by any obligor or other individual or entity and applied to the Guaranteed Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, then, if, prior to any of the foregoing, any provision of this Guaranty (including the guaranty of Guarantor hereunder) shall have been terminated, cancelled or surrendered, such provision, and any lien or encumbrance or other Collateral securing such Guarantor’s liability hereunder that may have been released or terminated by virtue of such termination, cancellation or surrender, shall be reinstated in full force and effect and such prior termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of Guarantor in respect of any lien or encumbrance or other Collateral securing such obligation or the amount of such payment.

5.1. Each of the Agent and/or each Holder, as applicable, is hereby authorized, without notice to or demand upon Guarantor and without discharging or otherwise affecting the obligations of Guarantor hereunder and without incurring any liability hereunder, from time to time, to do each of the following (but subject to the terms of Section 9.5 of the Purchase Agreement and Section 8 of each Note): (a) (i) modify, amend, supplement or otherwise change, (ii) accelerate or otherwise change the time of payment of, or (iii) waive or otherwise consent to noncompliance with, any Guaranteed Obligation; (b) apply to any Guaranteed Obligation any sums by whomever paid or however realized in such order as provided in the Transaction Documents; (c) refund at any time any payment received by such Agent or Holder in respect of any Guaranteed Obligation; (d) (i) sell, transfer, assign, exchange, enforce, waive, liquidate, terminate, release, abandon, fail to perfect, subordinate, accept, substitute, surrender, affect, impair or otherwise alter or release any property or interest in property and proceeds thereof now owned or hereafter acquired by the Company, Guarantor or any other obligor of the Guaranteed Obligations in or upon which a lien is granted or purported to be granted pursuant to any Transaction Document (the “Collateral”) for any Guaranteed Obligation or any other guaranty therefor in any manner, (ii) receive, take and/or hold additional Collateral to secure any Guaranteed Obligation, (iii) add, release or substitute any one or more other guarantors, makers or endorsers of any Guaranteed Obligation or any part thereof and (iv) otherwise deal in any manner with the Company and any other guarantor, maker or endorser of any Guaranteed Obligation or any part thereof; and (e) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations.

5.2. None of the Agent and the Holders shall by any act, delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Agent or any Holder, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by a Holder of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that such Holder would otherwise have on any future occasion.

5.3. No variation or modification of this Guaranty or any waiver of any of its provisions shall be valid unless in writing and signed by an authorized representative of Agent and Guarantor.

Section 6. Remedies Cumulative. The rights and remedies of the Agent and each Holder hereunder are cumulative and nonexclusive of any other rights and remedies that the Agent and each such Holder may have under any other agreement or at law or in equity and may be exercised individually or concurrently, any or all thereof may be exercised instead of or in addition to each other or any remedies at law, in equity, or under statute.

Section 7. Successors and Assigns. This Guaranty shall be binding upon the successors and assigns of each Guarantor and shall inure to the benefit of the Agent, each Holder and their successors and assigns; provided, however, that Guarantor may not assign, transfer or delegate any of its rights or obligations under this Guaranty without the prior written consent of the Holders.

Section 8. Notices. All notices to be given in connection with this Guaranty shall be addressed to the parties at their respective addresses set forth in Section 9.7 of the Purchase Agreement and shall be effected in the manner provided for in such Section 9.7 of the Purchase Agreement.

Section 9. Counterparts. This Guaranty may be executed in any number of counterparts, including without limitation delivery by facsimile or electronic transmission, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.

Section 10. Severability. Any provision of this Guaranty being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of this Guaranty or any part of such provision in any other jurisdiction.

Section 11. GOVERNING LAW AND JURISDICTION. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAWS RULES OR PRINCIPLES THEREOF. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SERVING DALLAS COUNTY, TEXAS, FOR THE PURPOSES OF ANY ACTION ARISING OUT OF THIS GUARANTY, OR THE SUBJECT MATTER HEREOF. ALL PARTIES HERETO AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS, WAIVE TRIAL BY JURY, AND WAIVE ANY DEFENSE OR CLAIM OF FORUM NON CONVENIENS.

Section 12. ENFORCEMENT EXPENSES; INDEMNIFICATION BY GUARANTOR. GUARANTOR DOES HEREBY FURTHER AGREE TO PAY UPON DEMAND ALL LOSSES, COSTS, REASONABLE ATTORNEYS’ FEES AND EXPENSES WHICH MAY BE SUFFERED BY AGENT OR ANY HOLDER BY REASON OF THE COMPANY’S EVENT OF DEFAULT (AS DEFINED IN ANY TRANSACTION DOCUMENT) UNDER ANY TRANSACTION DOCUMENT OR ANY DEFAULT OF GUARANTOR UNDER THIS GUARANTY. GUARANTOR HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS AGENT, EACH HOLDER, THEIR AFFILIATES AND THEIR RESPECTIVE PRINCIPALS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND THIRD-PARTY ADVISORS (EACH, AN “INDEMNIFIED PARTY”) (ON AN AFTER-TAX BASIS) FROM AND AGAINST ANY AND ALL LOSSES, DISPUTES, PENALTIES, CLAIMS, EXPENSES (INCLUDING, WITHOUT LIMITATION, LEGAL EXPENSES), DAMAGES, AND LIABILITIES (INCLUDING WITHOUT LIMITATION, ENVIRONMENTAL LIABILITIES) OF WHATSOEVER KIND AND NATURE (INCLUDING THOSE ARISING OUT OF THE INDEMNIFIED PARTY’S NEGLIGENCE) ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS GUARANTY (“CLAIMS”), REGARDLESS OF WHETHER SUCH INDEMNIFIED PARTY IS A PARTY THERETO; PROVIDED, HOWEVER, THAT NO INDEMNIFIED PARTY SHALL BE ENTITLED TO INDEMNITY HEREUNDER IN RESPECT OF ANY CLAIM TO THE EXTENT THAT THE SAME IS FOUND BY A FINAL, NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED DIRECTLY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY. ALL REPRESENTATIONS AND WARRANTIES MADE IN THIS GUARANTY SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS GUARANTY, AND GUARANTOR’S OBLIGATIONS UNDER THIS PARAGRAPH SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS GUARANTY.

Section 13. ENTIRE AGREEMENT. THIS GUARANTY, TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER OF THIS GUARANTY.

IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty to be duly executed and delivered as of the date first above written.

DALLAS, December 10, 2007 – X-Change Corporation (OTCBB: XCHC), through its wholly owned subsidiary, AirGATE Technologies, Inc., announced today it has closed on the first $1.8 million tranche of a $3.6 million financing commitment. In exchange for this $1.8 million, the Company issued promissory notes, convertible into the Company’s common stock at $0.20 per share, and common stock warrants. This first $1.8 million tranche was received upon the Company’s achievement of a delivery milestone for a customer related to its Pioneer Down-Hole Tool for fracture analysis for the oil and gas industry. Closing of the second $1.8 million financing tranche is contingent upon the Company’s meeting another milestone in its oil and gas endeavors, which the Company expects to occur in the near future.

The transaction with Samson Investment Company, Ironman PI Fund (QP), LP and John Thomas Bridge and Opportunity Fund enables the Company to expand AirGATE Technologies’ sales and operations in order to fulfill its existing and new contracts and to meet the growing demand for AirGATE’s products and services. The funding also increases AirGATE’s presence in the oil and gas industry as AirGATE delivers its down-hole tool for fracture analysis of distance and direction; a down-hole system for tagging drill pipe; and additional oil and gas applications.

“Proceeds of this financing will allow us to expand and take advantage of new contract opportunities,” stated George DeCourcy, Chief Financial Officer for both X-Change and AirGATE. “This transaction reinforces our continuing effort to strengthen our financial position as we prepare ourselves for further growth.”

About X-Change Corporation and AirGATE Technologies
The X-Change Corporation, through its wholly-owned subsidiary, AirGATE Technologies, Inc. is a leader in unique, vertical market applications utilizing RFID and wireless intelligent sensor technology. AirGATE Technologies, a full-solution company, handles business assessment, technology selection, including proprietary AirGATE technology, integration and support. The Company has built a stable of technology partners that are best in class and span a wide range of solutions to support small, medium and large enterprises. Please visit www.airgatetech.com or www.x-changecorp.com for further information.

Samson Investment Company is a privately held exploration and production company headquartered in Tulsa, Oklahoma, U.S.A. with International and Offshore Divisions located in Houston, Texas. Samson Investment Company is one of the top 20 independent exploration and production companies based in the United States, with current operations in the United States and Canada.

Except for historical information contained herein, the statements made in this release may constitute forward-looking statements (including within the meaning of Section 27A of the United States Securities Act of 1933 and Section 21E of the United States Securities Exchange Act of 1934). Such forward-looking statements are based on current expectations that are subject to significant risks, including our dependence on strategic relationships with key suppliers and customers, our business model’s dependence on widespread acceptance of RFID technology, our ability to develop recurring revenue streams and the competitiveness of the market in which we compete. These forward looking statements include statements regarding the intent, belief or current expectations of The X-Change Corporation, AirGATE Technologies and their respective managements regarding strategic directions, prospects, future events and future results. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results. Readers are referred to the documents filed by The X-Change Corporation, which are on file with the U.S. Securities and Exchange Commission and may be accessed at http://www.sec.gov or the X-Change Corporation’s investor relations web page at http://www.x-changecorp.com, and specifically the most recent reports on Form 10-K and 10-Q, each as it may be amended from time to time. The X-Change Corporation disclaims any obligation to update or correct any forward-looking statements made herein.


Nevada	002-41703	900156146
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

710 Century Parkway, Allen, Texas		75013
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	X-Change Corporation

December 10, 2007	By:	/s/ George DeCourcy

		Name: George DeCourcy
		Title: Chief Financial Officer


Exhibit No.		Description

4.1		Securities Purchase Agreement, dated December 4, 2007, by and among X-Change, AirGATE, and the Investors
4.2		Form of Senior Secured Convertible Term Note—Tranche A, dated December 4, 2007, by and among X-Change and each of the Investors
10.1		Form of Tranche A Warrant dated December 4, 2007, by and among X-Change and each of the Investors
10.2		Registration Rights Agreement dated December 4, 2007, by and among X-Change, the Investors and Tejas
10.3		Security Agreement, dated December 4, 2007, by and among AirGATE, the Investors, and Samson as Collateral Agent
10.4		Guaranty Agreement, dated December 4, 2007, by and among AirGATE, the Investors, and Samson as Collateral Agent
99.1		Press Release


aa.		“*Hexion*” has the meaning set forth in Section 3(i)(iii) of this Note.

bb.		“*Holder*” has the meaning set forth in the preamble of this Note.


ff.		“*Maturity Date*” has the meaning set forth in Section 1(a) of this Note.

gg. hh.		“*Note” has the meaning set forth in the preamble of this Note. “Options*” has the meaning set forth in Section 3(c)(i) of this Note.


Date of Report (Date of Earliest Event Reported):		December 4, 2007


Registrant’s telephone number, including area code:		972-747-0051 x113


Form of Senior Secured Convertible Term Note—Tranche A Form of Tranche A Warrant Form of Senior Secured Convertible Term Note—Tranche B Form of Tranche B Warrant Purchasers and Securities Purchased Form of Security Agreement Form of Registration Rights Agreement Form of Guaranty Agreement Form of Legal Opinion		Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I


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]


		The X-Change Corporation
By:	/s/ George DeCourcy

Name:	George DeCourcy


TERM	SECTION
Advice		5
Agreement	Preamble
Board		2	(f)
Common Stock	Preamble
Company	Preamble
Damages		9	(a)
Demand Request		2	(a)
Effectiveness Period		2	(c)
Effectiveness Target Date		2	(c)
Event		14
Filing Date		2	(a)
Final Prospectus		9	(d)
Initiating Holder		2	(a)
Purchase Agreement	Preamble
Requesting Holder		2	(b)
Suspension Notice		5
Tejas	Preamble
Tejas Warrants		16
Violation or Violations		9	(a)


with a copy (which shall not constitute notice) to:
		Morrison Foerster 1290 Avenue of the Americas New York, New York 10104-0050 Attn: John Hempill Fax: (212) 468-7900


AIRGATE TECHNOLOGIES, INC.
as Guarantor By:		/s/ George DeCourcy


Name of Assignee				Address				No. of Shares


Name of Assignee				Address				No. of Shares