NOTE AND WARRANT PURCHASE AGREEMENT Dated as of July 28, 2011 among JUMA TECHNOLOGY CORP. and THE PURCHASERS LISTED ON EXHIBIT ANote and Warrant Purchase Agreement • August 1st, 2011 • Vision Capital Advisors, LLC • Telephone communications (no radiotelephone) • New York
This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is dated as of July 28, 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”).
EXECUTION COPYVision Capital Advisors, LLC • August 1st, 2011 • 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.
SERIES A WARRANT TO PURCHASE SHARES OF COMMON STOCK OF JUMA TECHNOLOGY CORP. Expires March 31, 2015Warrant Purchase Agreement • August 1st, 2011 • Vision Capital Advisors, LLC • Telephone communications (no radiotelephone) • New York
ACKNOWLEDGEMENT AND WAIVER OF ANTI-DILUTION ADJUSTMENTSAcknowledgement And • August 1st, 2011 • Vision Capital Advisors, LLC • Telephone communications (no radiotelephone)
This Acknowledgement and Waiver of Anti-Dilution Adjustments (this “Acknowledgement”), dated as of July 28, 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”).
