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
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
