AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT OF JUMA TECHNOLOGY CORP.
AMENDMENT
NO. 1 TO THE
OF
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.
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 (the
“November
Warrant”);
WHEREAS,
the
Company and certain Purchasers entered into a Note and Warrant Purchase
Agreement
dated
November 29, 2007 (the “Purchase
Agreement”)
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
(i) issue Vision a Note in the principal amount of $600,000 (the “Replacement
Note”)
on the
terms and conditions set forth in the Purchase Agreement and (ii) will provide
Vision with registration rights under the Agreement for all shares of common
stock issuable upon exercise of the November Warrant and conversion of the
Replacement Note.
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.
Section
1: Definitions.
The
definition of “Notes” is hereby deleted in its entirety and replaced with the
following language:
“Notes”
means
collectively (i) the Senior Secured 10% Convertible Promissory Notes issued
to
the Purchasers pursuant to the Purchase Agreement and (ii) the Replacement
Note.
1.
Section
1: Definitions.
The
definition of “Conversion Shares” is hereby deleted in its entirety and replaced
with the following language:
“Conversion
Shares”
means
any shares of Common Stock issuable upon conversion of the Notes (including
without limitation, the Replacement Note).
2.
Section
1: Definitions.
The
definition of “Warrants” is hereby deleted in its entirety and replaced with the
following language:
“Warrants”
means
collectively (i) the warrants to purchase shares of Common Stock issued to
the
Purchasers pursuant to the Purchase Agreement and (ii) the November
Warrant.
3.
Section
1: Definitions.
The
definition of “Warrant Shares” is hereby inserted immediately following the
definition of “Warrants”:
“Warrant
Shares”
means
any shares of Common Stock issuable upon exercise of the Warrants (including
without limitation, the November Warrant).
3. Section
1: Definitions.
The
definition of “Registrable Securities” is hereby deleted in its entirety and
replaced with the following language:
“Registrable
Securities”
means
(i) the shares of Common Stock issuable upon conversion of the Notes (including
without limitation, the Replacement Note) and any interest accrued thereon;
(ii)
the shares of Common Stock issuable upon payment of interest on the Notes
(including without limitation, the Replacement Note); and (iii) the shares
of
Common Stock issuable upon exercise of the Warrants (including without
limitation, the November Warrant).
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
Registration Rights 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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