EX-10.2






REGISTRATION RIGHTS AGREEMENT




This Registration Rights Agreement (this “Agreement”) is made and entered into as of December
4, 2007, by and among The X-Change Corporation, a Nevada corporation (the “Company”), and the
initial Holders named on the signature pages hereto, and Tejas Securities Group, Inc. (“Tejas”).
The initial Holders have agreed to purchase from the Company, pursuant to the Purchase Agreement
(as defined below), the Notes (as defined below) convertible into shares of the Company’s common
stock, par value $0.001 per share (the “Common Stock”), and Warrants (as defined below).



This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date
hereof (the “Purchase Agreement”), by and among the Company, AirGATE Technologies, Inc., a Texas
corporation, and the initial Holders. In order to induce the initial Holders to purchase the Notes
and Warrants, and for the benefit of the Holders from time to time of the Registrable Securities
(as defined below), the Company has agreed to provide the registration rights set forth in this
Agreement.



Section 1. Definitions.



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



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



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



“Exchange Act” means the Securities Exchange Act of 1934, as amended.



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



“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 Notes and exercise of the Warrants.



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



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



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



“Registrable Securities” mean (i) all the shares of Common Stock issued or issuable upon the
conversion of the Notes, (ii) all the shares of Common Stock issued or issuable upon the exercise
of the Warrants and (iii) any shares of Common Stock issued as (or issuable upon the conversion or
exercise of any warrant, right, or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of, the Notes or the Common
Stock described in clause (i) or clause (ii) above; excluding, in all cases, any
securities sold by a person in a transaction in which rights under this Agreement are not assigned
in accordance with this Agreement or any securities sold in a registered public offering under the
Securities Act or sold pursuant to Rule 144 promulgated under the Securities Act.



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



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



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



“SEC” means the United States Securities and Exchange Commission.



“Securities Act” means the Securities Act of 1933, as amended.



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



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



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



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






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




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




(ii) Currency. Any reference in this Agreement to $ means U.S. dollars.




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




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




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




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



Section 2. Requested Registration.



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



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



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



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




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




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




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



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



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



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



Section 3. Form S-3 Registration.



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




(i) if Form S-3 is not available for such offering;




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




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



Section 4. Registration Procedures.



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



Section 5. Suspension of Dispositions.



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



Section 6. Expenses of Registration.



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



Section 7. Furnish Information.



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



Section 8. Delay of Registration.



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



Section 9. Indemnification.



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



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




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




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




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



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



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



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



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



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



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



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



Section 10. “Market Stand-Off” Agreement.



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



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



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



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



Section 11. Limitations on Subsequent Registration Rights.



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



Section 12. Rule 144 Reporting.



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



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



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



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



Section 13. Termination of the Company’s Obligations.



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



Section 14. Damages to Holders.



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



Section 15. Piggy-Back Registrations.



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



Section 16. Tejas Warrants



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



Section 17. General Provisions.



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



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



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



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



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



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



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




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




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




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




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




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 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


200 Crescent Court


Suite 300


Dallas, Texas 75201


Attention: R. Scott Cohen, Esq.


Facsimile: 214-746-7777




	 	 	 	If to Tejas, to:






Tejas Securities Group, Inc.




8226 Bee Caves Road




Austin, Texas 78746




Attn: Morris D. Weiss




Fax: 512-330-9791



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

	 

	 	Morrison Foerster

1290 Avenue of the Americas

New York, New York 10104-0050

Attn: John Hempill

Fax:  (212) 468-7900






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



(h) Amendment; Waiver; Termination.




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




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




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



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



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



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



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



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



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



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




1




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




COMPANY:




THE X-CHANGE CORPORATION




By: /s/ George DeCourcy




	 	 	Name: George DeCourcy

Its: Chief Financial Officer





2





TEJAS:




TEJAS SECURITIES GROUP, INC.




By:


Name:


Its:





3





HOLDERS:




SAMSON INVESTMENT COMPANY




By: /s/ Stacy Schusterman




	 	 	Name: Stacy Schusterman

Its: Chief Executive Officer





4





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





5





JOHN THOMAS BRIDGE AND OPPORTUNITY FUND, LP




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




	 	 	Name: George R. Jarkesy, Jr.






Its: Managing Partner




6