AMENDMENT NO. 1 TO SERIES A WARRANT AND SERIES B WARRANT TO PURCHASE SHARES OF COMMON STOCK AND AMENDMENT NO. 2 TO SERIES C WARRANT TO PURCHASE SHARES OF COMMON STOCK OF JUMA TECHNOLOGY CORP.
AMENDMENT
NO. 1
TO
SERIES
A WARRANT AND SERIES B WARRANT TO PURCHASE
SHARES
OF COMMON STOCK
AND
AMENDMENT
NO. 2
TO
SERIES
C WARRANT TO PURCHASE
SHARES
OF COMMON STOCK
OF
THIS
AMENDMENT NO. 1 TO SERIES A WARRANT AND SERIES B WARRANT TO PURCHASE SHARES
OF
COMMON STOCK AND AMENDMENT NO. 2 TO SERIES C WARRANT TO PURCHASE SHARES OF
COMMON STOCK OF JUMA TECHNOLOGY CORP. (this “Amendment”),
dated
as of September 12, 2008, is made by and between Juma Technology Corp., a
Delaware corporation (the “Issuer”),
and
Vision Opportunity Master Fund, Ltd. (the “Holder”).
Preliminary
Statement
WHEREAS,
the Issuer is the issuer and the Holder is the holder of certain Series A
Warrants, Series B Warrants and Series C Warrants to purchase shares of Common
Stock of the Issuer issued on August 16, 2007 (collectively, the “Warrants”);
and
WHEREAS,
the Issuer and the Holder desire to amend certain provisions of the Warrants
as
described herein.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which is hereby acknowledged, the parties, intending to be legally bound, hereby
agree as follows:
1. Capitalized
Terms.
Capitalized terms used, but not defined, herein, shall have the meanings
ascribed to such terms in the Warrants.
2. Amendments
to Warrants; Warrant Price.
The
price specified in the definition of “Warrant Price” in Section 8 of each of the
Warrants is hereby deleted in its entirety and the following shall be
substituted in lieu thereof for each series of Warrant as listed below:
|
Warrant
Series
|
Original
Warrant Price
|
Amended
Warrant Price
|
|
Series
A - Issued 8/16/07
For
6,432,246 shares of Common Stock
|
$0.90
|
$0.72
|
|
Series
B - Issued 8/16/07
For
2,144,082 shares of Common Stock
|
$1.35
|
$0.75
|
|
Series
C - Issued 8/16/07
For
2,144,082 shares of Common Stock
|
$0.90
|
$4.00
|
3. Amendment
to Series C Warrant; Warrant Stock.
The
definition of “Warrant Stock” in Section 8 of the Series C Warrant is hereby
deleted in its entirety and the following shall be substituted in lieu thereof:
“Warrant
Stock”
means
Series B Convertible Preferred Stock, par value $.0001 per share (the
“Series
B Preferred Stock”)
issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant
to any Warrant or Warrants and/or Securities, cash and property to which such
Holder would have been entitled upon the occurrence of certain events set forth
in Section
4.
4. Amendments
to Series B Warrant and Series C Warrant; Number of Shares.
The
amount of shares into which the Series B Warrant and Series C Warrant are
exercisable in full is hereby amended and the following shall be substituted
in
lieu thereof for each series of warrant as listed below:
|
Warrant
Series
|
Original
Warrant Shares
|
Amended
Warrant Shares
|
|
Series
B - Issued 8/16/07
For
2,144,082 shares of Common Stock
|
2,144,082
shares
of Common Stock
|
4,824,188
shares
of Common Stock
|
|
Series
C - Issued 8/16/07
For
2,144,082 shares of Common Stock
|
2,144,082
shares
of Common Stock
|
482,418.8
shares
of
Series
B Preferred Stock
|
5. Amendments
to Warrants; Fractional Shares.
Section
6 of the Series C Warrant is hereby deleted in its entirety.
6. Further
Assurances.
From
and after the date of this Amendment, upon the request of the Holder or the
Issuer, each of the Issuer and the Holder shall execute and deliver such
instruments, documents and other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Amendment.
7. Board
Resolutions.
Prior
to the signing of this Amendment, the Issuer shall have provided the Holder
with
a certified copy of the resolutions of the Board of Directors (or if the Board
of Directors takes action by unanimous written consent, a copy of such unanimous
written consent containing all of the signatures of the members of the Board
of
Directors) of the Issuer, authorizing the execution, delivery and performance
of
this Amendment.
2
8. Ratification.
Except
as expressly amended hereby, all of the terms, provisions and conditions of
the
Warrants are hereby ratified and confirmed in all respects by each party hereto
and, except as expressly amended hereby, are, and hereafter shall continue,
in
full force and effect.
9. Entire
Agreement.
This
Amendment and the Warrants constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede all prior and contemporaneous
agreements and understandings, both written and oral, between the parties with
respect thereto.
10. Amendments.
No
amendment, supplement, modification or waiver of this Amendment shall be binding
unless executed in writing by all parties hereto.
11. Counterparts.
This
Amendment may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute
but
one contract. Each party shall be entitled to rely on a facsimile signature
of
any other party hereunder as if it were an original.
12. Governing
Law.
This
Amendment shall be governed by and construed in accordance with the internal
laws of the State of New York, without giving effect to any of the conflicts
of
law principles which would result in the application of the substantive law
of
another jurisdiction.
13. Successors
and Assigns.
This
Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
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of page intentionally left blank]
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IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
above written.
|
By:
|
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|
Name:
|
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|
Title:
|
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|
VISION
OPPORTUNITY MASTER FUND, LTD.
|
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|
By:
|
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|
Name:
|
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|
Title:
|
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