NOTE AND WARRANT PURCHASE AGREEMENT Dated as of February 25, 2010 among JUMA TECHNOLOGY CORP. and THE PURCHASERS LISTED ON EXHIBIT ANote and Warrant Purchase Agreement • March 2nd, 2010 • Juma Technology Corp. • Telephone communications (no radiotelephone) • New York
This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is dated as of February 25, 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 ”).
SERIES A WARRANT TO PURCHASE SHARES OF COMMON STOCK OF JUMA TECHNOLOGY CORP. Expires May 21, 2014Warrant Purchase Agreement • March 2nd, 2010 • Juma Technology Corp. • Telephone communications (no radiotelephone) • New York
EXECUTION COPYJuma Technology Corp. • March 2nd, 2010 • 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 ADJUSTMENTSAnti-Dilution Adjustments • March 2nd, 2010 • Juma Technology Corp. • Telephone communications (no radiotelephone)
This Acknowledgement and Waiver of Anti-Dilution Adjustments (this “Acknowledgement”), dated as of February 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 ”).
