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VOTING AGREEMENT
VOTING
AGREEMENT dated as of July ,
2008, by and among the undersigned holders (each, a “
Shareholder ”) of shares of common stock of The
X-Change Corporation (the “ Company Common Stock
”) for the benefit of Samson Investment Company, a Nevada
corporation, Ironman PI Fund (QP), L.P., a Texas limited
partnership, and John Thomas Bridge and Opportunity Fund, LP, a
Delaware limited partnership (each a “ Purchaser
” and collectively, the “ Purchasers ”) as
follows:
WHEREAS,
on December 4, 2007, pursuant to that certain Securities
Purchase Agreement by and among the Purchasers, the Company and
AirGATE Technologies, Inc. (as amended, modified or supplemented
from time to time, the “ Purchase Agreement ”)
the Company sold to the Purchasers (i) 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 (as
amended, restated, amended and restated, modified or supplemented
from time to time the “ Tranche A Notes ”),
which are convertible into shares of the Company Common Stock and
(ii) warrants to purchase 4,500,000 shares of the Company Common
Stock (collectively, the “ Tranche A Warrants
”); and
WHEREAS,
pursuant to the Purchase Agreement, the Company desires to sell to
the Purchasers (i) 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 ”), which are convertible into shares of
the Company Common Stock, (ii) warrants to purchase up to
25,714,286 shares of the Company Common Stock (collectively, the
“ Tranche B Warrants ” and, together with the
Tranche A Warrants, the “ Warrants ”), and
(iii) 16,714,286 shares of the Company Common Stock (the
“ Tranche B Shares ”); and
WHEREAS,
there are currently insufficient shares of the Company Common Stock
authorized under the Company’s Articles of Incorporation for
the Company to comply with its obligations to issue shares of
Company Common Stock upon conversion of the Notes and exercise of
the Warrants; and
WHEREAS,
the Purchase Agreement provides that the Company will promptly call
a special meeting of its stockholders for the purpose of voting to
amend the Company’s Articles of Incorporation to increase the
number of authorized shares of the Company Common Stock so that the
Company will have an adequate reserve from its duly authorized
shares of Company Common Stock to comply with its obligations to
issue shares of Company Common Stock upon conversion of the Notes
and exercise of the Warrants; and
WHEREAS,
as a material inducement to the purchase by the Purchasers of the
Tranche B Notes, the Tranche B Warrants, and the Tranche B Shares,
the Shareholders wish to evidence their obligation to vote all
shares of Company Common Stock that the Shareholders own or are
otherwise entitled to vote to approve the amendment to the
Company’s Articles of Incorporation to increase the number of
authorized shares of the Company Common Stock so that the Company
will have an adequate reserve from its duly authorized shares of
Company Common Stock to comply with its obligations under the Notes
and Warrants.
NOW,
THEREFORE, the Shareholders agree as follows:
1. Each Shareholder hereby agrees to vote the shares
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