SERIES A WARRANT TO PURCHASE SHARES OF COMMON STOCK OF JUMA TECHNOLOGY CORP. Expires March 31, 2015Juma Technology Corp. • November 17th, 2010 • Telephone communications (no radiotelephone) • New York
NOTE AND WARRANT PURCHASE AGREEMENT Dated as of November 12, 2010 among JUMA TECHNOLOGY CORP. and THE PURCHASERS LISTED ON EXHIBIT ANote and Warrant Purchase Agreement • November 17th, 2010 • Juma Technology Corp. • Telephone communications (no radiotelephone) • New York
This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is dated as of November 12, 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 ”).
EXECUTION COPYJuma Technology Corp. • November 17th, 2010 • 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.
ACKNOWLEDGEMENT AND WAIVER OF ANTI-DILUTION ADJUSTMENTSAnti-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 ”).
