SERIES A WARRANT TO PURCHASE SHARES OF COMMON STOCK OF JUMA TECHNOLOGY CORP. Expires November 14, 2012Juma Technology Corp. • December 5th, 2007 • 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 November 29, 2007 among JUMA TECHNOLOGY CORP. and THE PURCHASERS LISTED ON EXHIBIT ANote and Warrant Purchase Agreement • December 5th, 2007 • Juma Technology Corp. • Telephone communications (no radiotelephone) • New York
This NOTE AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is dated as of November 29, 2007 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”).
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 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.
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.
EXECUTION VERSIONSecurity Agreement • 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.
