AMENDMENT NO. 1 TO THE NOTE AND WARRANT PURCHASE AGREEMENT OF JUMA TECHNOLOGY CORP.
AMENDMENT
NO. 1 TO THE
OF
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.
WHEREAS,
on
November 14, 2007, the Company issued to Vision: (i) a Senior Secured Promissory
Note in the principal sum of $600,000 (the “November
Note”),
and
(ii) a common stock purchase warrant to
purchase 1,000,000 shares of the Company’s Common Stock;
WHEREAS,
pursuant to the terms of the November Note, the outstanding principal and
interest was due and payable to Vision upon the closing of the next financing
of
the Company;
WHEREAS,
the
Company and certain Purchasers entered into a Note and Warrant Purchase
Agreement
dated
November 29, 2007 wherein the Purchasers were issued certain Notes and
Warrants;
WHEREAS,
The
Company and Vision have agreed that in lieu of the cash payment of principal
and
interest due and owing to Vision pursuant to the November Note, the Company
will
issue Vision a Note in the principal amount of $600,000 on the terms and
conditions set forth in the Agreement;
WHEREAS,
the
Company and Vision desire to amend the Agreement as more fully set forth herein;
WHEREAS,
this
Amendment will be effective when it is executed by all parties; and
NOW
THEREFORE,
in
consideration of the premises and the agreements hereinafter set forth, and
for
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged by the each of the parties, the parties hereby amend the
Agreement as follows:
1. Issuances
of Secured Notes.
In
exchange for the $600,000 due and owing to Vision pursuant to the November
Note,
the Company shall issue to Vision a Note (the “Replacement
Note”)
in the
principal amount of $600,000. The Replacement Note shall be governed by all
of
the terms and conditions set forth in the Agreement.
2.
Purchase
Price; Other Terms.
The
amount due and payable under the November Note shall be included in the
definition of Purchase Price and constitute payment in full for the issuance
of
the Replacement Note. The issuance of the Replacement Note shall constitute
the
issuance of a Note under all of the terms and conditions and the Transaction
Documents, including the obligation by the Purchasers to provide a specific
dollar amount of financing to the Company under Section 1 of the Agreement.
3. Representations
and Warranties of the Company.
As of
the date hereof, all representations and warranties of the Company are true
and
correct in all material respects.
4. Full
Force and Effect.
Except
to the extent the Agreement is modified by this Amendment, the other terms
and
provisions of the Agreement shall remain unmodified and in full force and
effect.
* * *
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the
Note and Warrant Purchase Agreement as of the date first above written.
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The
Company:
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By:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Chief Executive Officer
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ACKNOWLEDGED
AND AGREED TO:
VISION
OPPORTUNITY MASTER FUND, LTD.
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By:
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/s/
▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name:
▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title:
Director
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