SERIES A WARRANT TO PURCHASE SHARES OF COMMON STOCK OF JUMA TECHNOLOGY CORP. Expires March 31, 2015Warrant Agreement • March 9th, 2011 • Juma Technology Corp. • Telephone communications (no radiotelephone) • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 5th, 2007 • Juma Technology Corp. • Telephone communications (no radiotelephone) • New York
NOTE AND WARRANT PURCHASE AGREEMENT Dated as of March 4, 2011 among JUMA TECHNOLOGY CORP. and THE PURCHASERS LISTED ON EXHIBIT ANote and Warrant Purchase Agreement • March 9th, 2011 • Juma Technology Corp. • Telephone communications (no radiotelephone) • New York
This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is dated as of March 4, 2011 by and among Juma Technology Corp., a Delaware corporation (the “ Company ”), and each of the Purchasers whose names are set forth on Exhibit A hereto (individually, a “ Purchaser ” and collectively, the “ Purchasers ”).
ContractBridge Note • March 9th, 2011 • Juma Technology Corp. • Telephone communications (no radiotelephone) • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT THIS NOTE MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
AGREEMENTStock Purchase Agreement • April 5th, 2005 • Edmonds 4 Inc. • Non-operating establishments • New Jersey
EXECUTION COPYConvertible Note Agreement • April 5th, 2010 • Juma Technology Corp. • Telephone communications (no radiotelephone) • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
EMPLOYMENT AGREEMENTEmployment Agreement • November 20th, 2006 • X & O Cosmetics, Inc • Perfumes, cosmetics & other toilet preparations • New York
AGREEMENT entered into this 14th day of November, 2006, by and between JUMA TECHNOLOGY, CORP., a New York Corporation with offices located at 154 Toledo Street, Farmingdale, New York 11735 (hereinafter, the “Company”) and JOSEPH CASSANO, c/o Juma Technology, Corp., 154 Toledo Street, Farmingdale, New York 11735 (hereinafter, “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 5th, 2010 • Juma Technology Corp. • Telephone communications (no radiotelephone) • New York
AGREEMENT entered into this 1st day of February, 2010 (the “Effective Date”, by and between JUMA TECHNOLOGY, CORP., a New York Corporation with offices located at 154 Toledo Street, Farmingdale, New York 11735 (hereinafter, the “Company”) and EDMOND BAYDIAN, c/o Juma Technology, Corp., 154 Toledo Street, Farmingdale, NY 11735 (the “Executive”).
EXCHANGE AGREEMENTExchange Agreement • May 4th, 2010 • Juma Technology Corp. • Telephone communications (no radiotelephone) • New York
This Exchange Agreement (this “Agreement”) is dated as of April , 2010, by and between Juma Technology Corp., a Delaware corporation (the “Company”), and Vision Capital Advantage Fund. LP, a holder of certain warrants issued by the Company (the “Holder”).
ContractConvertible Promissory Note • August 22nd, 2007 • Juma Technology Corp. • Perfumes, cosmetics & other toilet preparations • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF A WRITTEN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
SECURITY AGREEMENTSecurity Agreement • December 5th, 2007 • Juma Technology Corp. • Telephone communications (no radiotelephone) • New York
SECURITY AGREEMENT (this “Security Agreement”) dated as of 29th day of November, 2007, by and among Juma Technology Corp. (the “Company”) and AGN Networks, Inc. (the “Subsidiary” and together with the Company, the “Debtors”), and Vision Capital Advisors, LLC, in its capacity as the collateral agent (together with any successors thereto in such capacity, the “Collateral Agent”) for the benefit of the holders (the “Holders”) of the Notes (as defined below) (the Collateral Agent and the Holders are hereinafter referred to as the “Secured Parties”).
AMENDMENT NO. 1 TO SERIES A WARRANT AND SERIES B WARRANT TO PURCHASE SHARES OF COMMON STOCK AND AMENDMENT NO. 2 TO SERIES C WARRANT TO PURCHASE SHARES OF COMMON STOCK OF JUMA TECHNOLOGY CORP.Warrant Amendment • September 17th, 2008 • Juma Technology Corp. • Telephone communications (no radiotelephone) • New York
THIS AMENDMENT NO. 1 TO SERIES A WARRANT AND SERIES B WARRANT TO PURCHASE SHARES OF COMMON STOCK AND AMENDMENT NO. 2 TO SERIES C WARRANT TO PURCHASE SHARES OF COMMON STOCK OF JUMA TECHNOLOGY CORP. (this “Amendment”), dated as of September 12, 2008, is made by and between Juma Technology Corp., a Delaware corporation (the “Issuer”), and Vision Opportunity Master Fund, Ltd. (the “Holder”).
NOTE AND WARRANT PURCHASE AGREEMENT Dated as of September 29, 2010 among JUMA TECHNOLOGY CORP. and THE PURCHASERS LISTED ON EXHIBIT ANote and Warrant Purchase Agreement • October 4th, 2010 • Juma Technology Corp. • Telephone communications (no radiotelephone) • New York
This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is dated as of September 29, 2010 by and among Juma Technology Corp., a Delaware corporation (the “ Company ”), and each of the Purchasers whose names are set forth on Exhibit A hereto (individually, a “ Purchaser ” and collectively, the “ Purchasers ”).
AMENDMENT NO. 1 TO THE NOTE AND WARRANT PURCHASE AGREEMENT OF JUMA TECHNOLOGY CORP.Note and Warrant Purchase Agreement • December 5th, 2007 • Juma Technology Corp. • Telephone communications (no radiotelephone)
This Amendment No. 1 to the Note and Warrant Purchase Agreement (this “Amendment”), dated as of November 29, 2007, by and among Juma Technology Corp., a Delaware corporation (the “Company”), and Vision Opportunity Master Fund, Ltd. (“Vision”) hereby amends the Note and Warrant Purchase Agreement, dated as of November 29, 2007, by and among the Company, and the Purchasers who are parties thereto (the “Agreement”). Terms used in this Amendment without definition shall have the meanings given them in the Agreement.
CONTRIBUTION AGREEMENT Dated as of November 14, 2006 by and among and JUMA TECHNOLOGY, LLC and MEMBERS OF JUMA TECHNOLOGY, LLC Listed on Schedules 1.1 and 1.2 and the following INVESTORS Rubin Family Irrevocable Stock Trust, Breckenridge Associates,...Contribution Agreement • November 20th, 2006 • X & O Cosmetics, Inc • Perfumes, cosmetics & other toilet preparations • New York
CONTRIBUTION AGREEMENT dated as of November 14, 2006 (this “Agreement”), by and among X AND O COSMETICS, INC. formerly known as Elite Cosmetics, Inc., a Delaware company having an office at 107 St. Patrick's Street Donaldsonville, Louisiana 70346 (the “Company”), JUMA TECHNOLOGY, LLC a New York limited liability company having an office at 154 Toledo Street, Farmingdale, New York 11735 (“Juma”), Christopher Dieterich, Victor Hollander, Alan Spatz and Ed St. Amour (collectively the “Principal Stockholders”), the members of Juma listed on Schedule 1.1 hereto (collectively referred to as the “Inside Members”), the members of Juma listed on Schedule 1.2 hereto (collectively referred to as the “Investor Members”) (the Inside Members and the Investor Members collectively referred to as the “Members”), and the Investors (as defined above).
INDENTURE OF LEASELease Agreement • November 20th, 2006 • X & O Cosmetics, Inc • Perfumes, cosmetics & other toilet preparations • New York
THIS INDENTURE OF LEASE (this “Lease”), made and executed in duplicate as of the 1st day of June, 2006, by and between TOLEDO REALTY, LLC, a New York Limited Liability Corporation (“Landlord”), and JUMA TECHNOLOGY, LLC, a New York Limited Liability Corporation (“Tenant”).
AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT OF JUMA TECHNOLOGY CORP.Registration Rights Agreement • December 5th, 2007 • Juma Technology Corp. • Telephone communications (no radiotelephone)
This Amendment No. 1 to the Registration Rights Agreement (this “Amendment”), dated as of November 29, 2007, by and among Juma Technology Corp., a Delaware corporation (the “Company”), and Vision Opportunity Master Fund, Ltd. (“Vision”) hereby amends the Registration Rights Agreement, dated as of November 29, 2007, by and among the Company and the Purchasers who are parties thereto (the “Agreement”). Terms used in this Amendment without definition shall have the meanings given them in the Agreement.
ACKNOWLEDGEMENT AND WAIVER OF ANTI-DILUTION ADJUSTMENTSAcknowledgement and Waiver of Anti-Dilution Adjustments • March 9th, 2011 • Juma Technology Corp. • Telephone communications (no radiotelephone)
This Acknowledgement and Waiver of Anti-Dilution Adjustments (this “Acknowledgement”), dated as of March 4, 2011, is made by and among Juma Technology Corp., a Delaware corporation (the “ Company ”), Vision Opportunity Master Fund, Ltd. (“ VOMF ”), and Vision Capital Advantage Fund, L.P. (“ VCAF ” and together with VOMF, “ Vision ”).
Memorandum of UnderstandingMemorandum of Understanding • September 19th, 2006 • X & O Cosmetics, Inc • Perfumes, cosmetics & other toilet preparations
This is a legally binding Memorandum of Understanding (“MOU”), dated September 18, 2006 by and between Juma Technology, LLC a New York limited liability company, with an address at 154 Toledo Street, Farmingdale, NY 11735 (“JUMA”), and X and O Cosmetics, Inc, formerly known as Elite Cosmetics, Inc, with an address at 107 St. Patrick's Street Donaldsonville, LA 70346 (“XO”, together with JUMA, the “Parties”).
ACKNOWLEDGEMENT AND WAIVER OF ANTI-DILUTION ADJUSTMENTSAcknowledgement and Waiver of Anti-Dilution Adjustments • February 2nd, 2010 • Juma Technology Corp. • Telephone communications (no radiotelephone)
This Acknowledgement and Waiver of Anti-Dilution Adjustments (this “Acknowledgement”), dated as of January 28, 2010, is made by and among Juma Technology Corp., a Delaware corporation (the “Company”), Vision Opportunity Master Fund, Ltd. (“VOMF”), and Vision Capital Advantage Fund, L.P. (“VCAF” and together with VOMF, “Vision”).
AMENDMENT NO. 3 TO THE SERIES C WARRANTS OF JUMA TECHNOLOGY, CORP.Series C Warrants • November 19th, 2008 • Juma Technology Corp. • Telephone communications (no radiotelephone)
This Amendment No. 3 (this “Amendment”), dated as of October 15, 2008, by and among Juma Technology Corporation, a Delaware corporation (the “Company”), Vision Opportunity Master Fund, Ltd. and Vision Capital Advantage Fund, L.P. (the “Holders”) hereby amends the Series C Warrants to purchase shares of Common Stock of the Company dated August 16, 2007 and issued to the Holders, as amended by Amendment No. 1, dated August 15, 2008, and Amendment No. 2, dated September 12, 2008 (the “Warrants”). Terms used in this Amendment without definition shall have the meanings given them in the Warrants.
EMPLOYMENT AGREEMENTEmployment Agreement • February 5th, 2010 • Juma Technology Corp. • Telephone communications (no radiotelephone) • New York
AGREEMENT entered into this 1st day of February, 2010 (the “Effective Date”, by and between JUMA TECHNOLOGY, CORP., a New York Corporation with offices located at 154 Toledo Street, Farmingdale, New York 11735 (hereinafter, the “Company”) and DAVID GIANGANO, c/o Juma Technology, Corp., 154 Toledo Street, Farmingdale, NY 11735 (the “Executive”).
ACKNOWLEDGEMENT AND WAIVER OF ANTI-DILUTION ADJUSTMENTSAcknowledgement and Waiver of Anti-Dilution Adjustments • April 5th, 2010 • Juma Technology Corp. • Telephone communications (no radiotelephone)
This Acknowledgement and Waiver of Anti-Dilution Adjustments (this “Acknowledgement”), dated as of March 31, 2010, is made by and among Juma Technology Corp., a Delaware corporation (the “Company”), Vision Opportunity Master Fund, Ltd. (“VOMF”), and Vision Capital Advantage Fund, L.P. (“VCAF” and together with VOMF, “Vision”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 24th, 2011 • Juma Technology Corp. • Telephone communications (no radiotelephone)
This Assignment and Assumption Agreement (“Agreement”) is made the 18th day of March 2011, by and between CAROUSEL INDUSTRIES OF NORTH AMERICA, INC. (“Buyer”) and JUMA TECHNOLOGY CORP. (“Seller”).
ACKNOWLEDGEMENT AND WAIVER OF ANTI-DILUTION ADJUSTMENTSAcknowledgement and Waiver of Anti-Dilution Adjustments • November 17th, 2010 • Juma Technology Corp. • Telephone communications (no radiotelephone)
This Acknowledgement and Waiver of Anti-Dilution Adjustments (this “Acknowledgement”), dated as of November 12, 2010, is made by and among Juma Technology Corp., a Delaware corporation (the “ Company ”), Vision Opportunity Master Fund, Ltd. (“ VOMF ”), and Vision Capital Advantage Fund, L.P. (“ VCAF ” and together with VOMF, “ Vision ”).
ACKNOWLEDGEMENT AND WAIVER OF ANTI-DILUTION ADJUSTMENTSAcknowledgement and Waiver of Anti-Dilution Adjustments • January 4th, 2011 • Juma Technology Corp. • Telephone communications (no radiotelephone)
This Acknowledgement and Waiver of Anti-Dilution Adjustments (this “Acknowledgement”), dated as of December 30, 2010, is made by and among Juma Technology Corp., a Delaware corporation (the “Company”), Vision Opportunity Master Fund, Ltd. (“VOMF”), and Vision Capital Advantage Fund, L.P. (“VCAF” and together with VOMF, “Vision”).
LOCK-UP AGREEMENTLock-Up Agreement • August 22nd, 2007 • Juma Technology Corp. • Perfumes, cosmetics & other toilet preparations • New York
THIS AGREEMENT (this "Agreement") is dated as of August 16, 2007 by and among Juma Technology Corp., a Delaware corporation (the "Company"), and certain shareholders of the Company listed on Schedule A attached hereto (collectively, the "Shareholders").
AMENDMENT NO. 3 TO THE SERIES C WARRANTS OF JUMA TECHNOLOGY, CORP.Series C Warrants Amendment • October 17th, 2008 • Juma Technology Corp. • Telephone communications (no radiotelephone)
This Amendment No. 3 (this “Amendment”), dated as of October 15, 2008, by and among Juma Technology Corporation, a Delaware corporation (the “Company”), Vision Opportunity Master Fund, Ltd. and Vision Capital Advantage Fund, L.P. (the “Holders”) hereby amends the Series C Warrants to purchase shares of Common Stock of the Company dated August 16, 2007 and issued to the Holders, as amended by Amendment No. 1, dated August 15, 2008, and Amendment No. 2, dated September 12, 2008 (the “Warrants”). Terms used in this Amendment without definition shall have the meanings given them in the Warrants.
ACKNOWLEDGEMENT AND WAIVER OF ANTI-DILUTION ADJUSTMENTSAcknowledgement and Waiver of Anti-Dilution Adjustments • May 27th, 2009 • Juma Technology Corp. • Telephone communications (no radiotelephone)
This Acknowledgement and Waiver of Anti-Dilution Adjustments (this “Acknowledgement”), dated as of May 21, 2009, is made by and among Juma Technology Corp., a Delaware corporation (the “Company”), Vision Opportunity Master Fund, Ltd. (“VOMF”), and Vision Capital Advantage Fund, L.P. (“VCAF” and together with VOMF, “Vision”).
ContractConvertible Note • February 12th, 2009 • Juma Technology Corp. • Telephone communications (no radiotelephone) • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
ACKNOWLEDGEMENT AND WAIVER OF ANTI-DILUTION ADJUSTMENTSAcknowledgement and Waiver of Anti-Dilution Adjustments • December 29th, 2009 • Juma Technology Corp. • Telephone communications (no radiotelephone)
This Acknowledgement and Waiver of Anti-Dilution Adjustments (this “Acknowledgement”), dated as of December 23, 2009, is made by and among Juma Technology Corp., a Delaware corporation (the “Company”), Vision Opportunity Master Fund, Ltd. (“VOMF”), and Vision Capital Advantage Fund, L.P. (“VCAF” and together with VOMF, “Vision”).
ACKNOWLEDGEMENT AND WAIVER OF ANTI-DILUTION ADJUSTMENTSAcknowledgement and Waiver of Anti-Dilution Adjustments • August 11th, 2010 • Juma Technology Corp. • Telephone communications (no radiotelephone)
This Acknowledgement and Waiver of Anti-Dilution Adjustments (this “Acknowledgement”), dated as of August 6, 2010, is made by and among Juma Technology Corp., a Delaware corporation (the “Company”), Vision Opportunity Master Fund, Ltd. (“VOMF”), and Vision Capital Advantage Fund, L.P. (“VCAF” and together with VOMF, “Vision”).
WAIVER AND ACKNOWLEDGEMENTWaiver and Acknowledgement • November 19th, 2008 • Juma Technology Corp. • Telephone communications (no radiotelephone)
THIS WAIVER AND ACKNOWLEDGEMENT is entered into as of November 13, 2008 and is made by and between Juma Technology Corp., a Delaware corporation (the “Issuer”), Vision Opportunity Master Fund, Ltd. (“VOMF”) and Vision Capital Advantage Fund, L.P. (“VCAF,” and together with VOMF, the “Holders”).
ACKNOWLEDGEMENT AND WAIVER OF ANTI-DILUTION ADJUSTMENTSAcknowledgement and Waiver of Anti-Dilution Adjustments • June 29th, 2010 • Juma Technology Corp. • Telephone communications (no radiotelephone)
This Acknowledgement and Waiver of Anti-Dilution Adjustments (this "Acknowledgement"), dated as of June 25, 2010, is made by and among Juma Technology Corp., a Delaware corporation (the "Company"), Vision Opportunity Master Fund, Ltd. ("VOMF"), and Vision Capital Advantage Fund, L.P. ("VCAF" and together with VOMF, "Vision").
EXECUTION VERSIONConvertible Promissory Note • December 5th, 2007 • Juma Technology Corp. • Telephone communications (no radiotelephone) • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
