EX-4.1






SECURITIES PURCHASE AGREEMENT




Dated as of December 4, 2007




by and among




THE X-CHANGE CORPORATION




and




THE PURCHASERS NAMED ON




THE SIGNATURE PAGES




HERETO




	 	 	 	 	 	 	 	 	 	 	 	 	 
	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	 






1




LIST OF EXHIBITS




	 	 	 
	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






LIST OF SCHEDULES




	 	 	 
	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






2




SECURITIES PURCHASE AGREEMENT




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:




	 	1.	 	Agreement to Sell and Purchase.






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.




	 	2.	 	Closing, Delivery and Payment.





2.1 Closings.




(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;




(d) an executed original of the Security Agreement;




(e) an executed original of the Registration Rights Agreement;




(f) an executed original of the Guaranty Agreement;




(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:




(a) an executed original of this Agreement;




(b) an executed original of the Security Agreement;




(c) an executed original of the Registration Rights Agreement; and




(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




(g) such other documents as the Purchasers shall reasonably request.



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.




	 	3.	 	Representations and Warranties of the Company.





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.



3.3 Capitalization; Voting Rights.




(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.



3.6 Agreements; Action. Except as disclosed in Schedule 3.6(a) hereto:




(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;




(h) any labor organization activity related to the Company or AirGATE;




(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;




(k) any sale of assets outside the ordinary course of business;




(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.



3.10 Intellectual Property.




(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:




(a) that any of its Tax Returns have been or are being audited; or




(b) of any deficiency in assessment or proposed judgment to its Taxes.



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




(b) any petroleum products or nuclear materials.



3.17 Valid Offering; No Integrated Offering.




(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.




	 	4.	 	Representations and Warranties of the Purchasers.  





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.



4.9 Legends.




(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.”




(c) The Warrant shall bear substantially the following legend:



“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.”




	 	5.	 	Covenants of the Company.





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:




(a) visit and inspect any of the properties of the Company or AirGATE;




(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.	 	Covenants of the Purchasers.





Each Purchaser hereby covenants to the Company as follows:



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.	 	Covenants of the Company and the Purchasers Regarding Indemnification.





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.




	 	8.	 	Definitions.





8.1 Certain Defined Terms.



The following terms used in this Agreement shall have the following meanings:



“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 Counsel” shall mean Strasburger & Price, LLP.



“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:



Term Page Number



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.	 	Miscellaneous.





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.



9.5 Amendment and Waiver.




(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:




(a) upon personal delivery to the party to be notified;




(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.




All communications shall be sent as follows:




	 	 	 	If to the Company, to:






The X-Change Corporation




710 Century Parkway




Allen, Texas 75013




Attention: George DeCourcy, Chief Financial Officer




Facsimile: 972-359-6334



with a copy (which shall not constitute notice) to:




Strasburger & Price, LLP




901 Main Street, Suite 4400




Dallas, Texas 75202




Attention: Kevin Woltjen, Esq.




Facsimile: 214-659-4025



If to the Purchasers, addressed to each of them at:




Samson Investment Company




Samson Plaza




Two West Second Street




Tulsa, Oklahoma 74103




Attention: Jeremy Rabinowitz




Facsimile: 918-591-7210




Ironman PI Fund (QP), L.P.




c/o Ironman Energy Capital, LP




4545 Bissonnet, Suite 291




Bellaire, Texas 77401




Attention: G. Bryan Dutt & Lisa Reisack




Facsimile: 713-218-6946




John Thomas Bridge and Opportunity Fund, LP


3 Riverway, Suite 1800




Houston, Texas 77076




Attention: George Jarkesy




Facsimile: 866-285-7314



with a copy (which shall not constitute notice) to:




Weil, Gotshal & Manges LLP




200 Crescent Court, Suite 300




Dallas, Texas 75201




Attention: R. Scott Cohen




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 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.



[Remainder of Page Intentionally Left Blank. Signature Page Follows.]



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



THE COMPANY AND ITS SUBSIDIARY:



	 
	The X-Change Corporation

By: /s/ George DeCourcy

	 

	Name: George DeCourcy

	 







Its: Chief Financial Officer



AirGATE Technologies, Inc.



	 
	By: /s/ George DeCourcy

	 

	Name: George DeCourcy

	 







Its: Chief Financial Officer



	 
	PURCHASERS:

	Samson Investment Company

By: /s/ Stacy Schusterman

	 

	Name: Stacy Schusterman

	 







Its: Chief Executive Officer





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Ironman PI Fund (QP), L.P.




By: Ironman Energy Partners, L.P.,


its general partner




By: Ironman Capital Management, LLC,






its general partner




By:  /s/ G. Bryan Dutt

Name: G. Bryan Dutt

Its: President




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John Thomas Bridge and Opportunity Fund, LP



	 
	By: /s/ George R. Jarkesy, Jr.

	 

	Name: George R. Jarkesy, Jr.

	 







Its: Managing Partner






6