AMENDMENT NO.1 TO
STOCK OPTION AGREEMENT
Amendment No. 1, effective as of August 15, 2006, to STOCK
OPTION AGREEMENT, dated as of August 15, 2006, by and between Juniper Partners
Acquisition Corp., a Delaware corporation ("Company"), with principal offices
located at 00 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx 00000, and Xxxxxx X. Xxxxxx
("Employee"), residing at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
The parties hereto, being all of the parties to the Stock
Option Agreement, hereby agree that Section 3 of the Stock Option Agreement is
hereby amended as follows:
3. Exercise Price. The exercise price ("Exercise Price") of
the Option shall be the average of the Last Reported Sale Price of the Common
Stock on the Closing Date (as defined in the Merger Agreement referred to in the
Employment Agreement (the "Merger Agreement")), subject to adjustment as
hereinafter provided. As used herein (a) the term "Last Reported Sale Price" on
any date shall mean the closing sale price per share of the Common Stock (or if
no closing sale price is reported, the average of the closing bid and asked
prices) on that date as reported in composite transactions for the principal
U.S. securities exchange on which the Common Stock is traded or, if the Common
Stock is not listed on a U.S. national or regional securities exchange, as
reported by the Nasdaq Stock Market or the Over-the-Counter Bulletin Board
("OTCBB"); if the Common Stock is not listed for trading on a U.S. national or
regional securities exchange and not reported by the Nasdaq Stock Market or
OTCBB on the relevant date, the "Last Reported Sale Price" will be the last
quoted bid price for a share of Common Stock in the over-the-counter market on
the relevant date as reported by the Pink Sheets LLC or similar organization;
and (b) the term "Trading Day" shall mean a day during which trading in
securities generally occurs on the principal national securities exchange on
which the Common Stock is then listed or, if not then listed on a national
securities exchange, on the Nasdaq Stock Market or, if not then quoted on the
Nasdaq Stock Market, on the principal other market on which the Common Stock is
traded or quoted.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment to Stock Option Agreement as of the date first above written.
JUNIPER PARTNERS ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Chief Financial Officer
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EMPLOYEE:
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
