JUMA TECHNOLOGY CORP. AGREEMENT AND PLAN OF MERGER OF AGN NETWORKS, INC. INTO JUMA ACQUISITION CORP

This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of the 6th day of March, 2007, by and among Juma Technology Corp. (“ Juma ” or “ Purchaser ”), a Delaware corporation, Juma Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Juma (“ Merger Sub ” or the “ Surviving Corporation ”), AGN Networks, Inc., a [Florida] corporation (“ AGN ”), and its holders (the “ AGN Shareholders ”). The parties hereto are sometime hereinafter collectively referred to as the “ Parties .”

WHEREAS, Purchaser desires to acquire AGN through the merger of AGN with and into Merger Sub (the “ Merger ”), with Merger Sub being the surviving corporation of the Merger, pursuant to which all AGN Shares (as defined below) of AGN issued and outstanding at the Effective Time (as defined below), will be converted into the right to receive the Stock Consideration (as defined below), each as more fully provided herein;

WHEREAS, the AGN Shareholders own all of the currently issued and outstanding AGN Shares;

WHEREAS, AGN desires to be merged with and into Merger Sub and the AGN Shareholders shall be entitled to receive the Stock Consideration in exchange for their AGN Shares.

WHEREAS, the respective boards of directors of Juma, Merger Sub and AGN, and the AGN Shareholders, have determined that the Merger is desirable and in the best interests of their respective shareholders and, by resolutions duly adopted, have approved and adopted this Agreement.

WHEREAS, Juma, Merger Sub and AGN are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended (the “ Securities Act ”).

The parties hereby agree as follows:

1.        The Merger

1.1.        The Merger . At the Effective Time (as defined below) and subject to and upon the terms and conditions of this Agreement, the Articles of Merger attached hereto as Exhibit A (the “Articles of Merger”) and the applicable provisions of the Delaware General Corporate Law (“ DGCL ”), AGN shall (i) be merged with and into Merger Sub and the separate corporate existence of AGN shall cease; (ii) the Merger Sub shall continue as the surviving corporation of the Merger, remaining as a wholly-owned subsidiary of Juma; and (iii) Merger Sub shall be operated as a subsidiary and/or division of Juma under various agreements and inter-company agreements to be entered into by and/or between Merger Sub and Juma. AGN shall tender and exchange all the AGN Shares to Merger Sub at the price (the “Purchase Price”) set forth in Paragraph 1.2 below. 

1.1.        Purchase Price . In consideration for all issued and outstanding AGN Shares, Purchaser shall provide the following:

(a)        Cash Consideration . Juma has made a loan to AGN in the amount of $250,000 (subject to adjustment at the Closing for outstanding accounts payable). If the Merger does not close and the concomitant purchase of substantially all of the assets of Avatel Technologies, Inc. (“ ATI ”) by an affiliate of Juma does not close (the “ ATI Asset Purchase ”), AGN shall repay Juma such loan within five business days of demand therefor. If the Merger does close and the ATI Asset Purchase does close, Juma will forgive $125,000 of such loan and the remaining $125,000 will be reflected in a reduction of the purchase price under the ATI Asset Purchase.

Upon the Closing Date (as defined below), Juma will issue to each of Ernie Darias and Albert Rodriquez-each an AGN Shareholder-its promissory note evidencing Purchaser’s obligation to pay to Mr. Darias and Mr. Albert Rodriquez $102,000 and $98,000, respectively. The form of promissory note will provide that the payment of applicable principal balance will be due and payable 90 days after the Closing Date and the applicable outstanding principal balance will not accrue interest. The promissory note will also provide for a default interest rate of eight percent (8%) per annum and the holder’s right to collect its reasonable attorneys’ fees in order to enforce its rights under the promissory note after the occurrence and continuance of an event of default.

(b)        Stock Issuance to AGN Shareholders . Upon Closing Date, Juma shall tender to AGN Shareholders, according to their respective common stock holdings at the Closing Date, an aggregate of 320,000 shares of restricted Common Stock of Juma (the “ Stock Consideration ”). The Stock Consideration shall be allocated as set forth in Exhibit B hereto. All Stock Consideration issued hereunder shall be free and clear of all liens and encumbrances other than carrying a Standard 1933 Act restrictive legend.

(c)       In the event that the Stock Consideration has a Fair Market Value (as defined below) of less than $640,000 on the first anniversary of the Closing Date (the “ First Anniversary ”), Juma will issue to the AGN Shareholders a two (2) year promissory note representing the difference between the Fair Market Value of the Stock Consideration and $640,000. Such promissory note shall bear interest, commencing 90 days after the issue date of such promissory note, at an annual rate of 7.5% and shall be payable in one installment of principal and seven equal installments of principal and accrued interest thereon, the first payment of principal shall be due on the first day of the third month following the First Anniversary and the seven installments of principal and accrued interest thereon, shall be payable on the first day of each quarter thereafter until paid in full. Fair Market Value shall mean the average of the daily closing prices of Juma’s Common Stock over the 20 trading days ending the day prior to the First Anniversary.

(d)        Repayment to Avatel . On Closing, Juma will pay ATI up to $675,000 which will settle any and all agreed upon obligations of AGN to Avatel (the “ Inter-Company Indebtedness ”). Such payment will be made as follows: (i) $200,000 in cash at the Closing and (ii) Juma will issue to AGN its promissory note for the remainder of the Inter-Company Indebtedness. The promissory note will be in the form described in Section 1.2(a). Unless otherwise agreed, this agreed upon amount is only to be used to repay bona fide third party indebtedness of ATI extant on the Closing Date and shall not be disbursed without Juma’s prior consent. Provided that they have been properly recorded on the Balance Sheet and AGN’s books and records, the loans set forth on Schedule 1(d), shall be deemed to be bona fide third party indebtedness of ATI extant on the Closing Date.

1.3.        Closing; Effective Time . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place on March 6, 2007 or as soon as practicable, (and in no event later than five business days after the satisfaction or waiver of each of the conditions set forth in Section 4 below or at such other time as the parties agree (the “ Closing Date ”). In connection with the Closing, the Parties shall cause the Merger to be consummated by filing the Articles of Merger, together with the required officers’ certificates (to the extent required), with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL (the time of such filing being the “ Effective Time ”). The Closing shall take place at the offices of Juma, or at such other location as the parties agree. 

1.4.        Effect of the Merger . At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Articles of Merger and the applicable provisions of the DGCL. At the Effective Time, all the property, rights, privileges, powers and franchises of AGN shall vest in the Surviving Corporation, and all debts, liabilities and duties of AGN shall become the debts, liabilities and duties of the Surviving Corporation.

1.5.        Articles of Incorporation; Bylaws .

(a)       At the Effective Time, the Articles of Incorporation of Merger Sub as in effect immediately prior to the Effective Time, shall, except that the name of Merger Sub shall be amended to that of AGN Networks, Inc., be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by the DGCL and such Articles of Incorporation.

(b)       At the Effective Time, the Bylaws of Merger Sub as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

1.6.        Directors and Officers . At the Effective Time, the officers and directors of AGN immediately prior to the Effective Time shall resign, and [______________] (the “ AGN Division Director ”) shall be the director of the Surviving Corporation. The officers of AGN immediately prior to the Effective Time shall resign, and [___________] shall be the sole officer of the Surviving Corporation, in each case until their respective successor(s) is/are duly elected or appointed and qualified. 

1.7.        Effect on AGN Shares . By virtue of the Merger and without any action on the part of AGN or any of its respective stockholders, the following shall occur at the Effective Time:

(a)        Conversion of AGN Shares . All of the issued and outstanding shares of AGN (the “ AGN Shares ”) issued and outstanding immediately prior to the Effective Time shall be converted and exchanged for Stock Consideration in the amounts as set forth on Exhibit B attached hereto. All AGN Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such AGN Shares shall cease to have any rights with respect thereto, except the right to receive the Stock Consideration therefore upon the surrender of such certificate(s) in accordance with Section 1.8 below, without interest.

(b)        Dissenters’ Rights . [Reserved].

1.8.        Surrender of Certificates .

(a)        Juma to Provide Common Stock . Promptly after the Effective Time, Juma shall make available to AGN Shareholders for exchange in accordance with this Section 1, through such reasonable procedures as Juma may adopt, the Stock Consideration.

(b)        Exchange Procedures . Unless otherwise agreed, promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding AGN Shares, whose shares were converted into the right to receive the Stock Consideration pursuant to Section 1.7, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon receipt of the Certificates by the AGN Shareholders, and shall be in such form and have such other provisions as Juma may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Juma Common Stock. Upon surrender of a Certificate for cancellation to the AGN Shareholders or to such other agent or agents as may be appointed by Juma, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Juma Common Stock as indicated on Exhibit B hereto, and the Certificate so surrendered shall forthwith be cancelled. Until so surrendered, each Certificate will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Juma Common Stock into which such shares of AGN Shares shall have been so converted.

(c)        No Liability . Notwithstanding anything to the contrary in this Section 1.8, neither the Surviving Corporation nor any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

(d)        Distributions With Respect to Unexchanged Shares . If applicable, no dividends or other distributions with respect to Juma Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Juma Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Juma Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time payable (but for the provisions of this Section 1.8(d)) with respect to such shares of Juma Common Stock.

(e)        Transfers of Ownership . If any certificate for shares of Juma Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of such issuance that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Juma or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Juma Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Juma or any agent designated by it that such tax has been paid or is not payable. In addition, the transferee of such issuance shall agree to the placing of any required restrictive legends on the new certificate for such shares of Juma Common Stock.

1.9.        No Further Ownership Rights in AGN Shares . All AGN Shares issued upon the surrender for exchange of shares of Juma Common Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such AGN Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of AGN Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Section 1.9.

1.10.        Merger Sub Charter Documents . At or prior to the Closing Date, the Articles of Incorporation and By Laws of Merger Sub shall be amended and restated in the forms of Exhibits C-1 and C-2, respectively, attached hereto and incorporated herein by reference.

1.11.        Taking of Necessary Action; Further Action . If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of AGN, the officers and directors of Juma and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

1.12.        Employment Agreements . Merger Sub will execute a two (2) year employment agreement with Albert Rodriguez substantially in the form of Exhibit C hereto.

1.13.        Working Capital Facility . From and after the Effective Date, Juma shall provide Merger Sub with no less than $500,000 of working capital to fund its operations, subject to a business plan and model, and use of proceeds for Merger Sub as to be mutually determined and agreed upon in good faith by the Parties.

2.        Representations and Warranties of AGN and AGN Shareholders .

In this Agreement, any reference to a “ Material Adverse Effect ” with respect to any entity or group of entities means any event, change or effect that, when taken individually or together with all other adverse changes and effects, is or is reasonably likely to be materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business, operations, results of operations or prospects of such entity and its subsidiaries, taken as a whole, or to prevent or materially delay consummation of the Merger or otherwise to prevent such entity and its subsidiaries from performing their obligations under this Agreement.

In this Agreement, any reference to a Party’s “knowledge” means such Party’s actual knowledge after due and diligent inquiry of officers, directors and other employees of such party reasonably believed to have knowledge of the matter in questions.

AGN and AGN Shareholders hereby jointly and severally represent and warrant to Merger Sub and Juma as follows:

2.1.        Organization; Subsidiaries . 

(a)       AGN is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. AGN has the requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted, except where the failure to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect on AGN. AGN is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Material Adverse Effect on AGN.

2.2.        Articles of Incorporation and Bylaws . AGN has delivered to Merger Sub and Juma a true and correct copy of the Articles of Incorporation and Bylaws or other charter documents of AGN as amended to date. AGN is not in violation of any of the provisions of its Articles of Incorporation or Bylaws or equivalent organizational documents.

2.3.        Capital Structure . The authorized capital stock of AGN consists of 10,000 shares of Common Stock, par value $.01 per share, of which [________] shares are presently issued and outstanding as of the date of this Agreement. There are no other outstanding shares of capital stock or voting securities, nor are there any options or securities convertible into capital stock, nor outstanding commitments to issue any shares of capital stock or voting securities. All outstanding AGN Shares are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Articles of Incorporation or Bylaws of AGN or any agreement to which AGN is a party or by which it is bound. All outstanding AGN Shares were issued in compliance with all applicable federal and state securities laws. 

2.4.        Authority . AGN has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by AGN and all AGN Shareholders and assuming due authorization, execution and delivery by Merger Sub and Juma, constitutes the valid and binding obligation of AGN enforceable against AGN in accordance with its terms. 

2.5.        No Conflicts; Required Filings and Consents .

(a)       The execution and delivery of this Agreement by AGN does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Articles of Incorporation or Bylaws of AGN, or (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to AGN or any of its properties or assets.

(b)       No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (“ Governmental Entity ”) is required by or with respect to AGN in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Articles of Merger, together with the required officers’ certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), the Securities Act of 1933, as amended (the “ Securities Act ”), applicable state securities laws and the securities laws of any foreign country; and (iii) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not have a Material Adverse Effect on AGN and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.

2.6.        Financial Statements . AGN has provided to Juma and/or Merger Sub, a true, correct and complete copy of AGN’s audited financial statements for the fiscal years ended December 31, 2005, and for December 31, 2006, (collectively, the “ Financial Statements ”). 

2.7.        Absence of Undisclosed Liabilities . AGN has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the Balance Sheet on the Financial Statements, (the “Balance Sheet”); (ii) those incurred in the ordinary course of business and not required to be set forth in the AGN Balance Sheet under generally accepted accounting principles; (iii) those incurred in the ordinary course of business since the date of the AGN Balance Sheet and consistent with past practice; and (iv) those incurred in connection with the execution of this Agreement. 

2.8.        Absence of Certain Changes . Since December 31, 2006 (the “Balance Sheet Date”) there has not been, occurred or arisen any material change in AGN’s business or corporate operations or its financial condition. 

2.9.        Litigation . There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to the knowledge of AGN, threatened against AGN or any of its properties or any of its officers or directors (in their capacities as such) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on AGN. There is no judgment, decree or order against AGN and/or any of its subsidiaries or, to the best knowledge of AGN, any of its directors or officers (in their capacities as such), that could prevent, enjoin, or materially alter or delay any of the transactions contemplated by this Agreement, or that could reasonably be expected to have a Material Adverse Effect on AGN. 

2.10.        Restrictions on Business Activities . There is no agreement, judgment, injunction, order or decree binding upon AGN that has or could reasonably be expected to have the effect of prohibiting or materially impairing any current or future business practice of AGN, any acquisition of property by AGN or the overall conduct of business by AGN as currently conducted or as proposed to be conducted by AGN. AGN has not entered into any agreement under which AGN is restricted from selling, licensing or otherwise distributing any of its products to any class of customers, in any geographic area, during any period of time or in any segment of the market.

2.11.        Permits; Company Products; Regulation .

(a)       AGN is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders necessary for AGN, to own, lease and operate its properties or to carry on its business as it is now being conducted (the “ AGN Authorizations ”).

(b)       AGN has obtained, in all countries where either AGN is marketing or has marketed its products, all applicable licenses, registrations, approvals, clearances and authorizations required by local, state or federal agencies in such countries regulating the safety, effectiveness and market clearance of the products currently or previously marketed by AGN in such countries, except for any such failures as would not, individually or in the aggregate, have a Material Adverse Effect on AGN.

2.12.        Title to Property .

(a)       AGN has good and marketable title to all of its respective properties, interests in properties and assets, real and personal, reflected in the AGN Balance Sheet or acquired after the AGN Balance Sheet Date (except properties, interests in properties and assets sold or otherwise disposed of since the AGN Balance Sheet Date in the ordinary course of business), or with respect to leased properties and assets, valid leasehold interests in, free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except (i) the lien of current taxes not yet due and payable, (ii) such imperfections of title, liens and easements as do not and will not materially detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, and (iii) liens securing debt which is reflected on the AGN Balance Sheet.

(b)       All equipment (the “ Equipment ”) owned or leased by AGN, and such Equipment is, taken as a whole, (i) adequate for the conduct of AGN’s business, consistent with its past practice, and (ii) in good operating condition (except for ordinary wear and tear).

2.13.        Intellectual Property .

(a)       AGN owns, or is licensed or otherwise possesses legally enforceable rights to use all patents, patent rights, trademarks, trademark rights, trade names, domain names, trade name rights, service marks, copyrights, and any applications for any of the foregoing, maskworks, net lists, schematics, industrial models, inventions, technology, know-how, trade secrets, inventory, ideas, algorithms, processes, computer software programs or applications (in both source code and object code form), and tangible or intangible proprietary information or material (“ Intellectual Property ”) that are used or proposed to be used in AGN’s business as currently conducted or as proposed to be conducted by AGN, except to the extent that the failure to have such rights have not had and could not reasonably be expected to have a Material Adverse Effect on AGN.

(b)       There is no material unauthorized use, disclosure, infringement or misappropriation of any Intellectual Property rights of AGN, any trade secret material to AGN or any Intellectual Property right of any third party to the extent licensed by or through AGN, by any third party, including any employee or former employee of AGN. AGN has not entered into any agreement to indemnify any other person against any charge of infringement of any Intellectual Property, other than indemnification provisions contained in purchase orders arising in the ordinary course of business.

(c)       AGN is not or will not be as a result of the execution and delivery of this Agreement or the performance of its obligations under this Agreement, in breach of any license, sublicense or other agreement relating to the Intellectual Property or Third Party Intellectual Property Rights, the breach of which would have a Material Adverse Effect on AGN.

2.14.        Taxes .

(a)       For purposes of this Section 2.14 and other provisions of this Agreement relating to Taxes, the following definitions shall apply:

(i)       The term “ Taxes ” shall mean all taxes, however denominated, including any interest, penalties or other additions to tax that may become payable in respect thereof, (A) imposed by any federal, territorial, state, local or foreign government or any agency or political subdivision of any such government, which taxes shall include, without limiting the generality of the foregoing, all income or profits taxes (including but not limited to, federal, state and foreign income taxes), payroll and employee withholding taxes, unemployment insurance contributions, social security taxes, sales and use taxes, ad valorem taxes, excise taxes, franchise taxes, gross receipts taxes, withholding taxes, business license taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, workers’ compensation, Pension Benefit Guaranty Corporation premiums and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, which are required to be paid, withheld or collected, (B) any liability for the payment of amounts referred to in (A) as a result of being a member of any affiliated, consolidated, combined or unitary group, or (C) any liability for amounts referred to in (A) or (B) as a result of any obligations to indemnify another person.

(ii)       The term “ Returns ” shall mean all reports, estimates, declarations of estimated tax, information statements and returns required to be filed in connection with any Taxes, including information returns with respect to backup withholding and other payments to third parties.

(b)       All Returns required to be filed by or on behalf of AGN have been duly filed on a timely basis and such Returns are true, complete and correct. All Taxes shown to be payable on such Returns or on subsequent assessments with respect thereto, and all payments of estimated Taxes required to be made by or on behalf of AGN under Section 6655 of the Code or comparable provisions of state, local or foreign law, have been paid in full on a timely basis, and no other Taxes are payable by AGN with respect to items or periods covered by such Returns (whether or not shown on or reportable on such Returns). AGN has withheld and paid over all Taxes required to have been withheld and paid over, and complied with all information reporting and backup withholding in connection with amounts paid or owing to any employee, creditor, independent contractor, or other third party. AGN has received, from each employee who holds stock that is subject to a substantial risk of forfeiture as of the date hereof, a copy of the election(s) made under Section 83(b) of the Code with respect to all such shares, and such elections were validly made and filed with the Internal Revenue Service in a timely fashion. There are no liens on any of the assets of AGN with respect to Taxes, other than liens for Taxes not yet due and payable or for Taxes that AGN is contesting in good faith through appropriate proceedings. AGN has not been at any time a member of an affiliated group of corporations filing consolidated, combined or unitary income or franchise tax returns for a period for which the statute of limitations for any Tax potentially applicable as a result of such shareholdership has not expired.

(c)       The amount of AGN’s liabilities for unpaid Taxes for all periods through the date of the Financial Statements do not, in the aggregate, exceed the amount of the current liability accruals for Taxes reflected on the Financial Statements, and the Financial Statements properly accrue in accordance with generally accepted accounting principles (“ GAAP ”) all liabilities for Taxes of AGN payable after the date of the Financial Statements attributable to transactions and events occurring prior to such date. No liability for Taxes of AGN has been incurred or material amount of taxable income has been realized (or prior to and including the Effective Time will be incurred or realized) since such date other than in the ordinary course of business.

(d)       Merger Sub and Juma have been furnished by AGN with true and complete copies of (i) relevant portions of income tax audit reports, statements of deficiencies, closing or other agreements received by or on behalf of AGN relating to Taxes, and (ii) all federal, state and foreign income or franchise tax returns and state sales and use tax Returns for or including AGN and any of its subsidiaries for all periods since AGN’s inception.

(e)       No audit of the Returns of or including AGN by a government or taxing authority is in process, threatened or, to AGN’s knowledge, pending (either in writing or orally, formally or informally). No deficiencies exist or have been asserted (either in writing or orally, formally or informally) or are expected to be asserted with respect to Taxes of AGN, and AGN has not received notice (either in writing or orally, formally or informally) nor does it expect to receive notice that it has not filed a Return or paid Taxes required to be filed or paid. AGN is not a party to any action or proceeding for assessment or collection of Taxes, nor has such event been asserted or threatened (either in writing or orally, formally or informally) against AGN or any of its assets. No waiver or extension of any statute of limitations is in effect with respect to Taxes or Returns of AGN. AGN has disclosed on its federal and state income and franchise tax returns all positions taken therein that could give rise to a substantial understatement penalty within the meaning of Code Section 6662 or comparable provisions of applicable state tax laws.

2.15.        Employee Matters . AGN is in compliance in all material respects with all currently applicable federal, state, local and foreign laws and regulations respecting employment, discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. There are no pending claims against AGN under any workers compensation plan or policy or for long term disability. AGN has no material obligations under COBRA or any similar state law with respect to any former employees or qualifying beneficiaries thereunder. 

2.16.        Material Contracts .

(a)       Juma and/or Merger Sub have been provided by AGN with a list of all contracts and agreements to which AGN is a party and that are material to the business, results of operations, or condition (financial or otherwise), of AGN taken as a whole (such contracts, agreements and arrangements are hereinafter referred to as “ Material Contracts ”).

(b)       Except as would not, individually or in the aggregate, have a Material Adverse Effect on AGN, each AGN license, each Material Contract is a legal, valid and binding agreement, and none of the AGN licenses or Material Contracts is in default by its terms or has been cancelled by the other party; AGN is not in receipt of any claim of default under any such agreement; and AGN does not anticipate any termination or change to, or receipt of a proposal with respect to, any such agreement as a result of the Merger or otherwise. AGN has furnished Juma with true and complete copies of all such agreements together with all amendments, waivers or other changes thereto.

2.17.        Interested Party Transactions . Except as set forth in Schedule 2.17, AGN is not indebted to any director, officer, employee or agent of AGN (except for amounts due as normal salaries and bonuses and in reimbursement of ordinary expenses), and no such person is indebted to AGN. To AGN’s knowledge, none of AGN’s officers or directors, or any shareholders of their immediate families, are, directly or indirectly, indebted to AGN (other than in connection with purchases of the AGN Stock) or have any direct or indirect ownership interest in any firm or corporation with which AGN is affiliated or with which AGN has a business relationship, or any firm or corporation which competes with AGN except that officers, directors and/or equity holders of AGN may own stock in (but not exceeding two percent of the outstanding capital stock of) any publicly traded companies that may compete with AGN. To AGN’s knowledge, none of AGN’s officers or directors or any shareholders of their immediate families are, directly or indirectly, interested in any material contract with AGN. AGN is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation. Anything herein to the contrary notwithstanding, neither AGN nor any of its affiliates shall engage in any interested party transactions prior to the Effective Time without Juma’s prior written consent.

2.18.        Insurance . AGN has policies of insurance and bonds of the type and in amounts customarily carried by persons conducting businesses or owning assets similar to those of AGN. There is no material claim pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds. All premiums due and payable under all such policies and bonds have been paid and AGN is otherwise in compliance with the terms of such policies and bonds. 

2.19.        Compliance With Laws . AGN has complied with, is not in violation of, and has not received any notices of violation with respect to, any federal, state, local or foreign statute, law or regulation with respect to the conduct of its business, or the ownership or operation of its business, except for such violations or failures to comply as could not reasonably be expected to have a Material Adverse Effect on AGN.

2.20.        Minute Books . The minu