Unassociated Document


     

    Exhibit
4.3

     

    THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A
WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY
TO THE COMPANY THAT THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE HEREOF MAY BE SOLD, TRANSFERRED,  OR OTHERWISE DISPOSED OF,
UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE
SECURITIES LAWS.

    


    SERIES A
WARRANT TO PURCHASE

    


    SHARES OF
COMMON STOCK

    


    OF

    


    JUMA
TECHNOLOGY CORP.

    


    Expires
May 21, 2014

    


    
      	
              No.:
      W-A-01-09

            	
              Number
      of Shares:
      15,141,667                     
      

            
	
              Date
      of Issuance: May 21, 2009

            	 
      


    

    


    FOR VALUE
RECEIVED, the undersigned, JUMA TECHNOLOGY CORP., a Delaware corporation
(together with its successors and assigns, the “Issuer”),
hereby certifies that Vision Opportunity Master Fund, Ltd. or its registered
assigns is entitled to subscribe for and purchase, during the Term (as
hereinafter defined), up to fifteen million one hundred forty one thousand six
hundred sixty seven (15,141,667) shares (subject to adjustment as hereinafter
provided) of the duly authorized, validly issued, fully paid and non-assessable
Common Stock of the Issuer, at an exercise price per share equal to the Warrant
Price then in effect, subject, however, to the provisions and upon the terms and
conditions hereinafter set forth.  Capitalized terms used in this
Warrant and not otherwise defined herein shall have the respective meanings
specified in Section
8 hereof.

    


    1.          
Term.  The
term of this Warrant shall commence on May 21, 2009 and shall expire at 6:00
p.m., Eastern Time, on May 21, 2014 (such period being the “Term”).

    


    
      	
               
      

            	
              2.

            	
              Method
      of Exercise; Payment; Issuance of New Warrant; Transfer and
      Exchange.

            


    

    


    (a)          Time of
Exercise.  The purchase rights represented by this Warrant may
be exercised in whole or in part during the Term.



    
      
         


      

      
        -1-

        
          

        

      

      
         


      

    


    (b)           Method of
Exercise.  The Holder hereof may exercise this Warrant, in
whole or in part, by the surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment to the Issuer of an amount of consideration therefor equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of Warrant Stock with respect to which this Warrant is then being
exercised, payable at such Holder's election (i) by certified or official bank
check or by wire transfer to an
account designated by the Issuer, (ii) by “cashless exercise” in
accordance with the provisions of subsection
(c) of this Section
2, or (iii) by a combination of the foregoing methods of payment selected
by the Holder of this Warrant.

    


    (c)           Cashless
Exercise.  Notwithstanding any provisions herein to the
contrary and commencing eighteen (18) months following the Original Issue Date
if (i) the Registration Statement (as defined in the Purchase Agreement)
covering the Warrant Stock has not been declared effective under the Securities
Act and/or (ii) an effective Registration Statement has been suspended by
the Company for any or no reason, the Holder may exercise this Warrant by a
cashless exercise and shall receive the number of shares of Common Stock equal
to an amount (as determined below) by surrender of this Warrant at the principal
office of the Issuer together with the properly endorsed Notice of Exercise in
which event the Issuer shall issue to the Holder a number of shares of Common
Stock computed using the following formula:

    


    
      
        	 
      	
                X = Y - (A)(Y)

              
	 
      	
                     B

              
	 
      	 
      	 
      
	
                Where

              	
                X
      =

              	
                the
      number of shares of Common Stock to be issued to the
    Holder.

              
	 
      	 
      	 
      
	 
      	
                Y
      =

              	
                the
      number of shares of Common Stock purchasable upon exercise of all of the
      Warrant or, if only a portion of the Warrant is being exercised, the
      portion of the Warrant being exercised.

              
	 
      	 
      	 
      
	 
      	
                A
      =

              	
                the
      Warrant Price.

              
	 
      	 
      	 
      
	 
      	
                B
      =

              	
                the
      Per Share Market Value of one share of Common
  Stock.

              


      

    

    


    (d)           Issuance of Stock
Certificates.  In the event of any exercise of this Warrant in
accordance with and subject to the terms and conditions hereof, certificates for
the shares of Warrant Stock so purchased shall be dated the date of such
exercise and delivered to the Holder hereof within a reasonable time, not
exceeding three (3) Trading Days after such exercise (the “Delivery
Date”) or, at the request of the Holder (provided that a registration
statement under the Securities Act providing for the resale of the Warrant Stock
is then in effect), issued and delivered to the Depository Trust Company (“DTC”)
account on the Holder’s behalf via the Deposit Withdrawal Agent Commission
System (“DWAC”)
within a reasonable time, not exceeding three (3) Trading Days after such
exercise, and the Holder hereof shall be deemed for all purposes to be the
holder of the shares of Warrant Stock so purchased as of the date of such
exercise.  Notwithstanding the foregoing to the contrary, the Issuer
or its transfer agent shall only be obligated to issue and deliver the shares to
the DTC on a holder’s behalf via DWAC if the Issuer and its transfer agent are
participating in DTC through the DWAC system.  The Holder shall deliver this original
Warrant, or an indemnification undertaking with respect to such Warrant in the
case of its loss, theft or destruction, at such time that this Warrant is fully
exercised.  With respect to partial exercises of this Warrant, the
Issuer shall keep written records for the Holder of the number of shares of
Warrant Stock exercised as of each date of exercise.


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

    


    (e)           Compensation for Buy-In on
Failure to Timely Deliver Certificates Upon Exercise.  In
addition to any other rights available to the Holder, if the Issuer fails to
cause its transfer agent to transmit to the Holder a certificate or certificates
representing the Warrant Stock pursuant to an exercise on or before the Delivery
Date, and if after such date the Holder is required by its broker to purchase
(in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Warrant Stock which the Holder
anticipated receiving upon such exercise (a “Buy-In”),
then the Issuer shall (1) pay in cash to the Holder the amount by which (x) the
Holder’s total purchase price (including brokerage commissions, if any) for the
shares of Common Stock so purchased exceeds (y) the amount obtained by
multiplying (A) the number of shares of Warrant Stock that the Issuer was
required to deliver to the Holder in connection with the exercise at issue times (B) the price at which
the sell order giving rise to such purchase obligation was executed, and (2) at
the option of the Holder, either reinstate the portion of the Warrant and
equivalent number of shares of Warrant Stock for which such exercise was not
honored or deliver to the Holder the number of shares of Common Stock that would
have been issued had the Issuer timely complied with its exercise and delivery
obligations hereunder.  For example, if the Holder purchases Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to
an attempted exercise of the Warrant for shares of Common Stock with an
aggregate sale price giving rise to such purchase obligation of $10,000, under
clause (1) of the immediately preceding sentence the Issuer shall be required to
pay the Holder $1,000. The Holder shall provide the Issuer written notice
indicating the amounts payable to the Holder in respect of the Buy-In, together
with applicable confirmations and other evidence reasonably requested by the
Issuer.  Nothing herein shall limit a Holder’s right to pursue any
other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to the Issuer’s failure to timely deliver certificates representing
shares of Common Stock upon exercise of this Warrant as required pursuant to the
terms hereof.

     

    (f)           Transferability/Exchangeability
of Warrant.  Subject to Section
2(h) hereof, this Warrant may be transferred by a Holder, in whole or in
part, without the consent of the Issuer.  If transferred pursuant to
this paragraph, this Warrant may be transferred on the books of the Issuer by
the Holder hereof in person or by duly authorized attorney, upon surrender of
this Warrant at the principal office of the Issuer, properly endorsed (by the
Holder executing an assignment in the form attached hereto) and upon payment of
any necessary transfer tax or other governmental charge imposed upon such
transfer.  This Warrant is exchangeable at the principal office of the
Issuer for Warrants to purchase the same aggregate number of shares of Warrant
Stock, each new Warrant to represent the right to purchase such number of shares
of Warrant Stock as the Holder hereof shall designate at the time of such
exchange.  All Warrants issued on transfers or exchanges shall be
dated the Original Issue Date and shall be identical with this Warrant except as
to the number of shares of Warrant Stock issuable pursuant thereto.

    


    (g)           Continuing Rights of
Holder.  The Issuer will, at the time of or at any time after
each exercise of this Warrant, upon the request of the Holder hereof,
acknowledge in writing the extent, if any, of its continuing obligation to
afford to such Holder all rights to which such Holder shall continue to be
entitled after such exercise in accordance with the terms of this Warrant; provided that if any such
Holder shall fail to make, or the Issuer shall fail to honor, any such request,
the failure shall not affect the continuing obligation of the Issuer to afford
such rights to such Holder.


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

    


    (h)          Compliance with Securities
Laws.

    


    (i)           The
Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and
the shares of Warrant Stock to be issued upon exercise hereof are being acquired
solely for the Holder's own account and not as a nominee for any other party,
and for investment, and that the Holder will not offer, sell or otherwise
dispose of this Warrant or any shares of Warrant Stock to be issued upon
exercise hereof except pursuant to an effective registration statement, or an
exemption from registration, under the Securities Act and any applicable state
securities laws.

    


    (ii)           Except
as provided in paragraph (iii) below, this Warrant and all certificates
representing shares of Warrant Stock issued upon exercise hereof shall be
stamped or imprinted with a legend in substantially the following
form:

    


    THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A
WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY
TO THE COMPANY THAT THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE HEREOF MAY BE SOLD, TRANSFERRED,  OR OTHERWISE DISPOSED OF,
UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE
SECURITIES LAWS.

    


    (iii)           The
Issuer agrees to reissue this Warrant or certificates representing any of the
Warrant Stock, without the legend set forth above if at such time, prior to
making any transfer of any such securities, the Holder shall give written notice
to the Issuer describing the manner and terms of such transfer.  Such
proposed transfer will not be effected until: (a) either (i) the Issuer has
received an opinion of counsel reasonably satisfactory to the Issuer, to the
effect that the registration of such securities under the Securities Act is not
required in connection with such proposed transfer, (ii) a registration
statement under the Securities Act covering such proposed disposition has been
filed by the Issuer with the Securities and Exchange Commission and has become
effective under the Securities Act, (iii) the Issuer has received other evidence
reasonably satisfactory to the Issuer that such registration and qualification
under the Securities Act and state securities laws are not required, or (iv) the
Holder provides the Issuer with reasonable assurances that such security can be
sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the
Issuer has received an opinion of counsel reasonably satisfactory to the Issuer,
to the effect that registration or qualification under the securities or “blue
sky” laws of any state is not required in connection with such proposed
disposition, or (ii) compliance with applicable state securities or “blue sky”
laws has been effected or a valid exemption exists with respect
thereto.  The Issuer will respond to any such notice from a holder
within three (3) Trading Days.  In the case of any proposed transfer
under this Section
2(h), the Issuer will pay the expenses of and use reasonable efforts to
comply with any such applicable state securities or “blue sky” laws, but shall
in no event be required, (x) to qualify to do business in any state where it is
not then qualified, or (y) to take any action that would subject it to tax or to
the general service of process in any state where it is not then subject. The
restrictions on transfer contained in this Section
2(h) shall be in addition to, and not by way of limitation of, any other
restrictions on transfer contained in any other section of this
Warrant.  Whenever a
certificate representing the Warrant Stock is required to be issued to a the
Holder without a legend, at the request of the Holder, in lieu of delivering physical
certificates representing the Warrant Stock, the Issuer shall cause its transfer
agent to electronically transmit the Warrant Stock to the Holder by crediting
the account of the Holder's Prime Broker with DTC through its DWAC system (to
the extent not inconsistent with any provisions of this Warrant or the Purchase
Agreement).


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    

    


    (i)        
   Accredited Investor
Status.  In no event may the Holder exercise this Warrant in
whole or in part unless the Holder is an “accredited investor” as defined in
Regulation D under the Securities Act.

    


    3.       
    Stock
Fully Paid; Reservation and Listing of Shares; Covenants.

    


    (a)           Stock Fully
Paid.  The Issuer
represents, warrants, covenants and agrees that all shares of Warrant Stock
which may be issued upon the exercise of this Warrant or otherwise hereunder
will, when issued in accordance with the terms of this Warrant, be duly
authorized, validly issued, fully paid and non-assessable and free from all
taxes, liens and charges.  The Issuer further covenants and agrees
that during the period within which this Warrant may be exercised, the Issuer
will at all times have authorized and reserved for the purpose of the issuance
upon exercise of this Warrant a number of authorized but unissued shares of
Common Stock equal to at least one hundred twenty percent (120%) of the number
of shares of Common Stock issuable upon exercise of this Warrant without regard
to any limitations on exercise.

    


    (b)           Reservation.  If
any shares of Common Stock required to be reserved for issuance upon exercise of
this Warrant or as otherwise provided hereunder require registration or
qualification with any Governmental Authority under any federal or state law
before such shares may be so issued, the Issuer will in good faith use its best
efforts as expeditiously as possible at its expense to cause such shares to be
duly registered or qualified.  If the Issuer shall list any shares of
Common Stock on any securities exchange or market it will, at its expense, list
thereon, and maintain and increase when necessary such listing of, all shares of
Warrant Stock from time to time issued upon exercise of this Warrant or as
otherwise provided hereunder (provided that such Warrant
Stock has been registered pursuant to a registration statement under the
Securities Act then in effect), and, to the extent permissible under the
applicable securities exchange rules, all unissued shares of Warrant Stock which
are at any time issuable hereunder, so long as any shares of Common Stock shall
be so listed.  The Issuer will also so list on each securities
exchange or market, and will maintain such listing of, any other securities
which the Holder of this Warrant shall be entitled to receive upon the exercise
of this Warrant if at the time any securities of the same class shall be listed
on such securities exchange or market by the Issuer.


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

    


    (c)           Covenants.  The
Issuer shall not by any action including, without limitation, amending the
Certificate of Incorporation or the by-laws of the Issuer, or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of the Holder
hereof against dilution (to the extent specifically provided herein) or
impairment.  Without limiting the generality of the foregoing, the
Issuer will (i) not permit the par value, if any, of its Common Stock to exceed
the then effective Warrant Price, (ii) not amend or modify any provision of the
Certificate of Incorporation or by-laws of the Issuer in any manner that would
materially and adversely affect the rights of the Holders of the Warrants, (iii)
take all such action as may be reasonably necessary in order that the Issuer may
validly and legally issue fully paid and nonassessable shares of Common Stock,
free and clear of any liens, claims, encumbrances and restrictions (other than
as provided herein) upon the exercise of this Warrant, and (iv) use its best
efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be reasonably
necessary to enable the Issuer to perform its obligations under this
Warrant.

    


    (d)           Loss, Theft, Destruction,
Mutilation of Warrants.  Upon receipt of evidence satisfactory
to the Issuer of the ownership of and the loss, theft, destruction or mutilation
of any Warrant and, in the case of any such loss, theft or destruction, upon
receipt of indemnity or security satisfactory to the Issuer or, in the case of
any such mutilation, upon surrender and cancellation of such Warrant, the Issuer
will make and deliver, in lieu of such lost, stolen, destroyed or mutilated
Warrant, a new Warrant of like tenor and representing the right to purchase the
same number of shares of Common Stock.

    


    (e)           Payment of
Taxes.  The
Issuer will pay any documentary stamp taxes attributable to the initial issuance
of the Warrant Stock issuable upon exercise of this Warrant; provided,
however, that the Issuer
shall not be required to pay any tax or taxes which may be payable in respect of
any transfer involved in the issuance or delivery of any certificates
representing Warrant Stock in a name other than that of the Holder in respect to
which such shares are issued.

    


    4.        
   Adjustment
of Warrant Price and Number of Shares Issuable Upon
Exercise.  The Warrant Price and the number of shares of
Warrant Stock that may be purchased upon exercise of this Warrant shall be
subject to adjustment from time to time as set forth in this Section
4. The Issuer shall give the Holder notice of any event described below
which requires an adjustment pursuant to this Section
4 in accordance with the notice provisions set forth in Section
5.

    

      
        
           


        

        
          -6-

          
            

          

        

        
           


        

      



    (a)           Recapitalization,
Reorganization, Reclassification, Consolidation, Merger or
Sale.


    (i)           In
case the Issuer after the Original Issue Date shall do any of the following
(each, a “Triggering
Event”): (a) consolidate or merge with or into any other Person and the
Issuer shall not be the continuing or surviving Person of such consolidation or
merger, or (b) permit any other Person to consolidate with or merge into the
Issuer and the Issuer shall be the continuing or surviving Person but, in
connection with such consolidation or merger, any Capital Stock of the Issuer
shall be changed into or exchanged for Securities of any other Person or cash or
any other property, or (c) transfer all or substantially all of its properties
or assets to any other Person, or (d) effect a capital reorganization or
reclassification of its Capital Stock, then, and in the case of each such
Triggering Event, proper provision shall be made to the Warrant Price and the
number of shares of Warrant Stock that may be purchased upon exercise of this
Warrant so that, upon the basis and the terms and in the manner provided in this
Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof
at any time after the consummation of such Triggering Event, to the extent this
Warrant is not exercised prior to such Triggering Event, to receive at the
Warrant Price as adjusted to take into account the consummation of such
Triggering Event, in lieu of the Common Stock issuable upon such exercise of
this Warrant prior to such Triggering Event, the Securities, cash and property
to which such Holder would have been entitled upon the consummation of such
Triggering Event if such Holder had exercised the rights represented by this
Warrant immediately prior thereto (including the right of a shareholder to elect
the type of consideration it will receive upon a Triggering Event), subject to
adjustments (subsequent to such corporate action) as nearly equivalent as
possible to the adjustments provided for elsewhere in this Section
4, provided,
however, the Holder at its option may elect to receive an amount in cash
equal to the value of this Warrant calculated in accordance with the
Black-Scholes formula.  Immediately upon the occurrence of a
Triggering Event, the Issuer shall notify the Holder in writing of such
Triggering Event and provide the calculations in determining the number of
shares of Warrant Stock issuable upon exercise of the new warrant and the
adjusted Warrant Price.  Upon the Holder’s request, the continuing or
surviving Person as a result of such Triggering Event shall issue to the Holder
a new warrant of like tenor evidencing the right to purchase the adjusted number
of shares of Warrant Stock and the adjusted Warrant Price pursuant to the terms
and provisions of this Section
4(a)(i).  Notwithstanding the foregoing to the contrary, this
Section
4(a)(i) shall only apply if the surviving entity pursuant to any such
Triggering Event has a class of equity securities registered pursuant to the Exchange Act,
and its common stock is listed or quoted on a national securities exchange,
national automated quotation system or the OTC Bulletin Board.  In the
event that the surviving entity pursuant to any such Triggering Event is
not a public company that is
registered pursuant to the Exchange Act, or its common stock is not listed or
quoted on a national securities exchange, national automated quotation system or
the OTC Bulletin Board, then the Holder shall have the right to demand that the
Issuer pay to the Holder an amount in cash equal to the value of this Warrant
calculated in accordance with the Black-Scholes
formula.



    
      
         


      

      
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    (ii)           In
the event that the Holder has elected not to exercise this Warrant prior to the
consummation of a Triggering Event and has also elected not to receive an amount
in cash equal to the value of this Warrant calculated in accordance with the
Black-Scholes formula pursuant to the provisions of Section
4(a)(i) above, so long as the surviving entity pursuant to any Triggering
Event is a company that has a class of equity securities registered pursuant to the Exchange Act,
and its common stock is listed or quoted on a national securities exchange,
national automated quotation system or the OTC Bulletin Board, the
surviving entity and/or each Person (other than the Issuer) which may be
required to deliver any shares of Warrant Stock (including all Securities, cash
or property) upon the exercise of this Warrant as provided herein shall assume,
by written instrument delivered to, and reasonably satisfactory to, the Holder
of this Warrant, (A) the obligations of the Issuer under this Warrant (and if
the Issuer shall survive the consummation of such Triggering Event, such
assumption shall be in addition to, and shall not release the Issuer from, any
continuing obligations of the Issuer under this Warrant) and (B) the obligation
to deliver to such Holder such Securities, cash or property as, in accordance
with the foregoing provisions of this subsection
(a), such Holder shall be entitled to receive, and the surviving entity
and/or each such Person shall have similarly delivered to such Holder an opinion
of counsel for the surviving entity and/or each such Person, which counsel shall
be reasonably satisfactory to such Holder, or in the alternative, a written
acknowledgement executed by the President or Chief Financial Officer of the
Issuer, stating that this Warrant shall thereafter continue in full force and
effect and the terms hereof (including, without limitation, all of the
provisions of this subsection
(a)) shall be applicable to the shares Warrant Stock (including all
Securities, cash or property) which the surviving entity and/or each such Person
may be required to deliver upon any exercise of this Warrant or the exercise of
any rights pursuant hereto.

    


    (b)    
     Stock Dividends,
Subdivisions and Combinations.  If at any time the Issuer
shall:

    


    (i)           make
or issue or set a record date for the holders of the Common Stock for the
purpose of entitling them to receive a dividend payable in, or other
distribution of, shares of Common Stock,

    


    (ii)          subdivide
its outstanding shares of Common Stock into a larger number of shares of Common
Stock, or

    


    (iii)  
      combine its outstanding shares of Common
Stock into a smaller number of shares of Common Stock,

    


    then (1)
the number of shares of Common Stock for which this Warrant is exercisable
immediately after the occurrence of any such event shall be adjusted to equal
the number of shares of Common Stock which a record holder of the same number of
shares of Common Stock for which this Warrant is exercisable immediately prior
to the occurrence of such event would own or be entitled to receive after the
happening of such event, and (2) the Warrant Price then in effect shall be
adjusted to equal (A) the Warrant Price then in effect multiplied by the number
of shares of Common Stock for which this Warrant is exercisable immediately
prior to the adjustment divided by (B) the number of shares of Common Stock for
which this Warrant is exercisable immediately after such
adjustment.

    


    (c)           Certain Other
Distributions.  If at any time the Issuer shall make or issue
or set a record date for the holders of the Common Stock for the purpose of
entitling them to receive any dividend or other distribution of:

    

      
        
           


        

        
          -8-

          
            

          

        

        
           


        

      

    

     

    
      (i)     
 cash,

    

    


    
      (ii)     
any
evidences of its indebtedness, any shares of stock of any class or any other
Securities or property of any nature whatsoever (other than cash, Common Stock
Equivalents or Additional Shares of Common Stock), or

    

    


    
      (iii)    
any
warrants or other rights to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property of any nature whatsoever (other than cash, Common Stock Equivalents or
Additional Shares of Common Stock), then (1) the number of shares of Common
Stock for which this Warrant is exercisable shall be adjusted to equal the
product of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such adjustment multiplied by a fraction (A)
the numerator of which shall be the Per Share Market Value of Common Stock at
the date of taking such record and (B) the denominator of which shall be such
Per Share Market Value minus the amount allocable to one share of Common Stock
of any such cash so distributable and of the fair value (as determined in good
faith by the Board of Directors of the Issuer and supported by an opinion from
an investment banking firm mutually agreed upon by the Issuer and the Holder) of
any and all such evidences of indebtedness, shares of stock, other securities or
property or warrants or other subscription or purchase rights so distributable,
and (2) the Warrant Price then in effect shall be adjusted to equal (A) the
Warrant Price then in effect multiplied by the number of shares of Common Stock
for which this Warrant is exercisable immediately prior to the adjustment
divided by (B) the number of shares of Common Stock for which this Warrant is
exercisable immediately after such adjustment.  A reclassification of
the Common Stock (other than a change in par value, or from par value to no par
value or from no par value to par value) into shares of Common Stock and shares
of any other class of stock shall be deemed a distribution by the Issuer to the
holders of its Common Stock of such shares of such other class of stock within
the meaning of this Section
4(c) and, if the outstanding shares of Common Stock shall be changed into
a larger or smaller number of shares of Common Stock as a part of such
reclassification, such change shall be deemed a subdivision or combination, as
the case may be, of the outstanding shares of Common Stock within the meaning of
Section
4(b).

    

    


    (d)           Issuance of Additional
Shares of Common Stock.  In the event the Issuer shall at any
time within one (1) year following the Original Issuance Date (the “Full
Ratchet Period”) issue any Additional Shares of Common Stock (otherwise
than as provided in the foregoing subsections
(b) through (c) of this Section
4), at a price per share less than the Warrant Price then in effect or
without consideration, then the Warrant Price upon each such issuance shall be
adjusted to the price equal to the consideration per share paid for such
Additional Shares of Common Stock.


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    


    (e)           Issuance of Common Stock
Equivalents.  In the event the Issuer shall at any time within
the Full Ratchet Period take a record of the holders of its Common Stock for the
purpose of entitling them to receive a distribution of, or shall in any manner
(whether directly or by assumption in a merger in which the Issuer is the
surviving Person) issue or sell, any Common Stock Equivalents, whether or not
the rights to exchange or convert thereunder are immediately exercisable, and
the price per share for which Common Stock is issuable upon such conversion or
exchange shall be less than the Warrant Price in effect immediately prior to the
time of such issue or sale, or if, after any such issuance of Common Stock
Equivalents, the price per share for which Additional Shares of Common Stock may
be issuable thereafter is amended or adjusted, and such price as so amended
shall be less than the Warrant Price in effect at the time of such amendment or
adjustment, then the Warrant Price then in effect shall be adjusted as provided
in Section
4(d).  No further adjustments of the number of shares of Common
Stock for which this Warrant is exercisable and the Warrant Price then in effect
shall be made upon the actual issue of such Common Stock upon conversion or
exchange of such Common Stock Equivalents.

    


    (f)            Subsequent
Common Stock and Common Stock Equivalents Issues.  In the event the Company,
shall, at any time after the Full Ratchet Period, issue or sell any Additional
Shares of Common Stock or Common Stock Equivalents (otherwise than as provided
in the foregoing subsections
(a) through (e) of this Section 4), at a price per share less than the
Warrant Price, or without consideration, the Warrant Price then in effect upon
each such issuance shall be adjusted to that price (rounded to the nearest cent)
determined by multiplying the Warrant Price by a fraction: (1) the numerator of which shall be equal to the sum of (A) the number of shares of Common
Stock outstanding immediately prior to the issuance of such Additional Shares of
Common Stock plus (B) the number of shares of Common
Stock (rounded to the nearest whole share) which the aggregate consideration for
the total number of such Additional Shares of Common Stock so issued would
purchase at a price per share equal to the then Warrant Price; and (2) the
denominator of which shall be equal to the number of shares of Common Stock
outstanding immediately after the issuance of such Additional Shares of Common
Stock.  No adjustment of the number of shares of Common Stock shall be
made upon the issuance of any Additional Shares of Common Stock which are issued
pursuant to the exercise of any warrants or other subscription or purchase
rights or pursuant to the exercise of any conversion or exchange rights in any
Common Stock Equivalents if any such adjustment shall previously have been made
upon the issuance of such warrants or other rights or upon the issuance of such
Common Stock Equivalents (or upon the issuance of any warrant or other rights
therefore).

    


    (g)           Other Provisions applicable
to Adjustments under this Section.  The following provisions
shall be applicable to the making of adjustments of the number of shares of
Common Stock for which this Warrant is exercisable and the Warrant Price then in
effect provided for in this Section
4:



    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    


    
      (i)      
Computation of
Consideration.  To the extent that any Additional Shares of
Common Stock or any Common Stock Equivalents (or any warrants or other rights
therefor) shall be issued for cash consideration, the consideration received by
the Issuer therefor shall be the amount of the cash received by the Issuer
therefor, or, if such Additional Shares of Common Stock or Common Stock
Equivalents are offered by the Issuer for subscription, the subscription price,
or, if such Additional Shares of Common Stock or Common Stock Equivalents are
sold to underwriters or dealers for public offering without a subscription
offering, the initial public offering price (in any such case subtracting any
amounts paid or receivable for accrued interest or accrued dividends and without
taking into account any compensation, discounts or expenses paid or incurred by
the Issuer for and in the underwriting of, or otherwise in connection with, the
issuance thereof).  In connection with any merger or consolidation in
which the Issuer is the surviving Person (other than any consolidation or merger
in which the previously outstanding shares of Common Stock of the Issuer shall
be changed to or exchanged for the stock or other securities of another Person),
the amount of consideration therefore shall be, deemed to be the fair value, as
determined reasonably and in good faith by the Board, of such portion of the
assets and business of the nonsurviving Person as the Board may determine to be
attributable to such shares of Common Stock or Common Stock Equivalents, as the
case may be.  The consideration for any Additional Shares of Common
Stock issuable pursuant to any warrants or other rights to subscribe for or
purchase the same shall be the consideration received by the Issuer for issuing
such warrants or other rights plus the additional consideration payable to the
Issuer upon exercise of such warrants or other rights.  The
consideration for any Additional Shares of Common Stock issuable pursuant to the
terms of any Common Stock Equivalents shall be the consideration received by the
Issuer for issuing warrants or other rights to subscribe for or purchase such
Common Stock Equivalents, plus the consideration paid or payable to the Issuer
in respect of the subscription for or purchase of such Common Stock Equivalents,
plus the additional consideration, if any, payable to the Issuer upon the
exercise of the right of conversion or exchange in such Common Stock
Equivalents.  In the event of any consolidation or merger of the
Issuer in which the Issuer is not the surviving Person or in which the
previously outstanding shares of Common Stock of the Issuer shall be changed
into or exchanged for the stock or other securities of another Person, or in the
event of any sale of all or substantially all of the assets of the Issuer for
stock or other securities of any Person, the Issuer shall be deemed to have
issued a number of shares of its Common Stock for stock or securities or other
property of the other Person computed on the basis of the actual exchange ratio
on which the transaction was predicated, and for a consideration equal to the
fair market value on the date of such transaction of all such stock or
securities or other property of the other Person.  In the event any
consideration received by the Issuer for any securities consists of property
other than cash, the fair market value thereof at the time of issuance or as
otherwise applicable shall be as determined in good faith by the
Board.  In the event Common Stock is issued with other shares or
securities or other assets of the Issuer for consideration which covers both,
the consideration computed as provided in this Section
4(g)(i) shall be allocated among such securities and assets as determined
in good faith by the Board.

    

    


    
      (ii)     
When Adjustments to Be
Made.  The adjustments required by this Section
4 shall be made whenever and as often as any specified event requiring an
adjustment shall occur, except that any adjustment of the number of shares of
Common Stock for which this Warrant is exercisable that would otherwise be
required may be postponed (except in the case of a subdivision or combination of
shares of the Common Stock, as provided for in Section
4(b)) up to, but not beyond the date of exercise if such adjustment
either by itself or with other adjustments not previously made adds or subtracts
less than one percent (1%) of the shares of Common Stock for which this Warrant
is exercisable immediately prior to the making of such
adjustment.  Any adjustment representing a change of less than such
minimum amount (except as aforesaid) which is postponed shall be carried forward
and made (x) as soon as such adjustment, together with other adjustments
required by this Section
4 and not previously made, would result in a minimum adjustment, or (y)
on the date of exercise. For the purpose of any adjustment, any specified event
shall be deemed to have occurred at the close of business on the date of its
occurrence.

    


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

    


    
      (iii)   
 Fractional
Interests.  In computing adjustments under this Section
4, fractional interests in Common Stock shall be taken into account to
the nearest one one-hundredth (1/100th) of a
share.

    

    


    (iv)     When Adjustment Not
Required.  If the Issuer shall take a record of the holders of
its Common Stock for the purpose of entitling them to receive a dividend or
distribution or subscription or purchase rights and shall, thereafter and before
the distribution to stockholders thereof, legally abandon its plan to pay or
deliver such dividend, distribution, subscription or purchase rights, then
thereafter no adjustment shall be required by reason of the taking of such
record and any such adjustment previously made in respect thereof shall be
rescinded and annulled.

    


    (h)           Form of Warrant after
Adjustments.  The form of this Warrant need not be changed
because of any adjustments in the Warrant Price or the number and kind of
Securities purchasable upon the exercise of this Warrant.

    


    (i)       
    Escrow of Warrant
Stock.  If after any property becomes distributable pursuant to
this Section
4 by reason of the taking of any record of the holders of Common Stock,
but prior to the occurrence of the event for which such record is taken, and the
Holder exercises this Warrant, any shares of Common Stock issuable upon exercise
by reason of such adjustment shall be deemed the last shares of Common Stock for
which this Warrant is exercised (notwithstanding any other provision to the
contrary herein) and such shares or other property shall be held in escrow for
the Holder by the Issuer to be issued to the Holder upon and to the extent that
the event actually takes place, upon payment of the current Warrant
Price.  Notwithstanding any other provision to the contrary herein, if
the event for which such record was taken fails to occur or is rescinded, then
such escrowed shares shall be cancelled by the Issuer and escrowed property
returned.

    


    5.         
  Notice of
Adjustments.  Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section
4 hereof (for purposes of this Section
5, each an “Adjustment”),
the Issuer shall cause its Chief Financial Officer to prepare and execute a
certificate setting forth, in reasonable detail, the event requiring the
Adjustment, the amount of the Adjustment, the method by which such Adjustment
was calculated (including a description of the basis on which the Board made any
determination hereunder), and the Warrant Price and Warrant Share Number after
giving effect to such Adjustment, and shall cause copies of such certificate to
be delivered to the Holder of this Warrant promptly after each
Adjustment.  Any dispute between the Issuer and the Holder of this
Warrant with respect to the matters set forth in such certificate may at the
option of the Holder of this Warrant be submitted to an Independent Appraiser
selected by the Holder; provided that the Issuer
shall have ten (10) days after receipt of notice from such Holder of its
selection of such Independent Appraiser to object thereto, in which case such
Holder shall select another such Independent Appraiser and the Issuer shall have
no such right of objection.  The Independent Appraiser selected by the
Holder of this Warrant as provided in the preceding sentence shall be instructed
to deliver a written opinion as to such matters to the Issuer and such Holder
within thirty (30) days after submission to it of such dispute.  Such
opinion shall be final and binding on the parties hereto.  The costs
and expenses of the initial firm selected as Independent Appraiser shall be paid
equally by the Issuer and the Holder and, in the case of an objection by the
Issuer, the costs and expenses of the subsequent firm selected as Independent
Appraiser shall be paid in full by the Issuer.


    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    


    


    


    6.       
    Fractional
Shares.  No fractional shares of Warrant Stock will be issued
in connection with any exercise hereof, but in lieu of such fractional shares,
the Issuer shall round the number of shares to be issued upon exercise up to the
nearest whole number of shares.

    


    7.         
  Ownership
Cap and Exercise Restriction.  Notwithstanding
anything to the contrary set forth in this Warrant, at no time may a Holder of
this Warrant exercise this Warrant if the number of shares of Common Stock to be
issued pursuant to such exercise would exceed, when aggregated with all other
shares of Common Stock owned by such Holder and its affiliates at such time, the
number of shares of Common Stock which would result in such Holder and its
affiliates beneficially owning (as determined in accordance with Section 13(d)
of the Exchange Act and the rules  thereunder) in excess of 4.99% of the then issued and
outstanding shares of Common Stock; provided, however, that upon a holder
of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant
to Section
12 hereof) (the “Waiver
Notice”) that such Holder would like to waive this Section
7 with regard to any or all shares of Common Stock issuable upon exercise
of this Warrant, this Section
7 will be of no force or effect with regard to all or a portion of the
Warrant referenced in the Waiver Notice; provided, further, that during the
sixty-one (61) day period prior to the Expiration Date of this Warrant the
Holder may waive this Section
7 upon providing the Waiver Notice at any time during such sixty-one (61)
day period; and provided, further, that any Waiver
Notice during the sixty-one (61) day period prior to the Expiration Date will
not be effective until the last day of the Term.

    


    8.        
   Definitions.  For
the purposes of this Warrant, the following terms have the following
meanings:

    


    “Additional
Shares of Common Stock” means all shares of Common Stock issued by the
Issuer after the Original Issue Date, and all shares of Other Common, if any,
issued by the Issuer after the Original Issue Date, except: (i) securities
issued (other than for cash) in connection with a merger, acquisition, or
consolidation that do not exceed 25% of the outstanding Common Stock of the
Company as of the date of the Purchase Agreement (such percentage subject to
adjustment in a manner consistent with the adjustments to the Warrant Price
contemplated in Section
4 hereof) and such issuances are determined in the light of the whole
transaction to which they are a part to be in the best interests of the Company,
(ii) securities issued pursuant to the conversion or exercise of convertible or
exercisable securities issued or outstanding on or prior to the date of the
Purchase Agreement or issued pursuant to the Purchase Agreement (so long as the
conversion or exercise price in such securities are not amended to lower such
price and/or adversely affect the Holders), (iii) Common Stock issued or the issuance or
grants of options to purchase Common Stock pursuant to the Company’s stock
option plans and employee
stock purchase plans that either (x) exist on the date of the Purchase
Agreement, or (y) do not exceed fifteen percent (15%) of the outstanding Common
Stock of the Company as of the date of the Purchase Agreement (such
percentage subject to adjustment in a manner consistent with the adjustments to
the Warrant Price contemplated in Section
4 hereof), and (iv) securities issued in connection with bona fide strategic license
agreements or other partnering agreements so long as such issuances are not for
the purpose of raising capital which are approved by a majority of its
independent directors and such issuances are determined in the light of the
whole transaction to which they are a part to be in the best interests of the
Company.


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    

    


    “Board”
shall mean the Board of Directors of the Issuer.

    


    “Capital
Stock” means and includes (i) any and all shares, interests,
participations or other equivalents of or interests in (however designated)
corporate stock, including, without limitation, shares of preferred or
preference stock, (ii) all partnership interests (whether general or limited) in
any Person which is a partnership, (iii) all membership interests or limited
liability company interests in any limited liability company, and (iv) all
equity or ownership interests in any Person of any other type.

    


    “Certificate
of Incorporation” means the Certificate of Incorporation of the Issuer as
in effect on the Original Issue Date, and as hereafter from time to time
amended, modified, supplemented or restated in accordance with the terms hereof
and thereof and pursuant to applicable law.

    


    “Common
Stock” means the Common Stock, $0.0001 par value per share, of the Issuer
and any other Capital Stock into which such stock may hereafter be
changed.

    


    “Common
Stock Equivalent” means any Convertible Security or warrant, option or
other right to subscribe for or purchase any Additional Shares of Common Stock
or any Convertible Security.

    


    “Convertible
Securities” means evidences of indebtedness, shares of Capital Stock or
other Securities which are or may be at any time convertible into or
exchangeable for Additional Shares of Common Stock.  The term “Convertible
Security” means one of the Convertible Securities.

    


    “Delivery
Date” shall be the date not exceeding three (3) Trading Days after an
exercise of this Warrant.

    


    “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

    


    “Expiration
Date” means May 21, 2014.

    


    “Governmental
Authority” means any governmental, regulatory or self-regulatory entity,
department, body, official, authority, commission, board, agency or
instrumentality, whether federal, state or local, and whether domestic or
foreign.

    


    “Holders”
mean the Persons who shall from time to time own any Warrant.  The
term “Holder” means one of the Holders.



    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    


    “Independent
Appraiser” means a nationally recognized or major regional investment
banking firm or firm of independent certified public accountants of recognized
standing (which may be the firm that regularly examines the financial statements
of the Issuer) that is regularly engaged in the business of appraising the
Capital Stock or assets of corporations or other entities as going concerns, and
which is not affiliated with either the Issuer or the Holder of any
Warrant.

    


    “Issuer”
means Juma Technology Corp., a Delaware corporation, and its
successors.

    


    “Majority
Holders” means at any time the Holders of Warrants exercisable for a
majority of the shares of Warrant Stock issuable under the Warrants at the time
outstanding.

    


    “Original
Issue Date” means May 21, 2009.

    


    “OTC
Bulletin Board” means the over-the-counter electronic bulletin
board.

    


    “Other
Common” means any other Capital Stock of the Issuer of any class which
shall be authorized at any time after the date of this Warrant (other than
Common Stock) and which shall have the right to participate in the distribution
of earnings and assets of the Issuer without limitation as to
amount.

    


    “Outstanding
Common Stock” means, at any given time, the aggregate amount of
outstanding shares of Common Stock, assuming full exercise, conversion or
exchange (as applicable) of all options, warrants and other Securities which are
convertible into or exercisable or exchangeable for, and any right to subscribe
for, shares of Common Stock that are outstanding at such time.

    


    “Person”
means an individual, corporation, limited liability company, partnership, joint
stock company, trust, unincorporated organization, joint venture, Governmental
Authority or other entity of whatever nature.

    


    “Per Share
Market Value” means on any particular date (a) the last closing bid price
per share of the Common Stock on such date on the OTC Bulletin Board or another
registered national stock exchange on which the Common Stock is then listed, or
if there is no such price on such date, then the closing bid price on such
exchange or quotation system on the date nearest preceding such date, or (b) if
the Common Stock is not listed then on the OTC Bulletin Board or any registered
national stock exchange, the last closing bid price for a share of Common Stock
in the over-the-counter market, as reported by the OTC Bulletin Board or in the
National Quotation Bureau Incorporated or similar organization or agency
succeeding to its functions of reporting prices) at the close of business on
such date, or (c) if the Common Stock is not then reported by the OTC Bulletin
Board or the National Quotation Bureau Incorporated (or similar organization or
agency succeeding to its functions of reporting prices), then the “Pink Sheet”
quotes for the applicable Trading Days preceding such date of determination, or
(d) if the Common Stock is not then publicly traded the fair market value of a
share of Common Stock as determined by an Independent Appraiser selected in good
faith by the Majority Holders; provided, however, that the
Issuer, after receipt of the determination by such Independent Appraiser, shall
have the right to select an additional Independent Appraiser, in which case, the
fair market value shall be equal to the average of the determinations by each
such Independent Appraiser; and provided, further that all
determinations of the Per Share Market Value shall be appropriately adjusted for
any stock dividends, stock splits or other similar transactions during such
period.  The determination of fair market value by an Independent
Appraiser shall be based upon the fair market value of the Issuer determined on
a going concern basis as between a willing buyer and a willing seller and taking
into account all relevant factors determinative of value, and shall be final and
binding on all parties.  In determining the fair market value of any
shares of Common Stock, no consideration shall be given to any restrictions on
transfer of the Common Stock imposed by agreement or by federal or state
securities laws, or to the existence or absence of, or any limitations on,
voting rights.


    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    

    


    “Purchase
Agreement” means the Note and Warrant Purchase Agreement dated as of May
21, 2009, among the Issuer and the Purchasers.

    


    “Purchasers”
means the purchasers of the Notes and the Warrants issued by the Issuer pursuant
to the Purchase Agreement.

    


    “Securities”
means any debt or equity securities of the Issuer, whether now or hereafter
authorized, any instrument convertible into or exchangeable for Securities or a
Security, and any option, warrant or other right to purchase or acquire any
Security.  “Security” means one of the Securities.

    


    “Securities
Act” means the Securities Act of 1933, as amended, or any similar federal
statute then in effect.

    


    “Subsidiary”
means any corporation at least 50% of whose outstanding Voting Stock shall at
the time be owned directly or indirectly by the Issuer or by one or more of its
Subsidiaries, or by the Issuer and one or more of its Subsidiaries.

    


    “Term”
has the meaning specified in Section
1 hereof.

    


    “Trading
Day” means (a) a day on which the Common Stock is traded on the OTC
Bulletin Board, or (b) if the Common Stock is not traded on the OTC Bulletin
Board, a day on which the Common Stock is quoted in the over-the-counter market
as reported by the National Quotation Bureau Incorporated (or any similar
organization or agency succeeding its functions of reporting prices); provided, however, that in
the event that the Common Stock is not listed or quoted as set forth in (a) or
(b) hereof, then Trading Day shall mean any day except Saturday, Sunday and any
day which shall be a legal holiday or a day on which banking institutions in the
State of New York are authorized or required by law or other government action
to close.

    


    “Voting
Stock” means, as applied to the Capital Stock of any corporation, Capital
Stock of any class or classes (however designated) having ordinary voting power
for the election of a majority of the members of the Board of Directors (or
other governing body) of such corporation, other than Capital Stock having such
power only by reason of the happening of a contingency.


    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    

    


    “Warrants”
means the Warrants issued and sold pursuant to the Purchase Agreement,
including, without limitation, this Warrant, and any other warrants of like
tenor issued in substitution or exchange for any thereof pursuant to the
provisions of Section
2(c), 2(d) or 2(e) hereof or of any of such other Warrants.

    


    “Warrant
Price” initially means $0.15, as such price may be adjusted from time to
time as shall result from the adjustments specified in this Warrant, including
Section
4 hereto.

    


    “Warrant
Share Number” means at any time the aggregate number of shares of Warrant
Stock which may at such time be purchased upon exercise of this Warrant, after
giving effect to all prior adjustments and increases to such number made or
required to be made under the terms hereof.

    


    “Warrant
Stock” means Common 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.

    


    9.           
Other
Notices.  In case at any time:

    


    
      	
               
      

            	
              (A)

            	
              the
      Issuer shall make any distributions to the holders of Common Stock;
      or

            


    

    


    
      	
               
      

            	
              (B)

            	
              the
      Issuer shall authorize the granting to all holders of its Common Stock of
      rights to subscribe for or purchase any shares of Capital Stock of any
      class or other rights; or

            


    

    


    
      	
               
      

            	
              (C)

            	
              there
      shall be any reclassification of the Capital Stock of the Issuer;
      or

            


    

    


    
      	
               
      

            	
              (D)

            	
              there
      shall be any capital reorganization by the Issuer;
  or

            


    

    


    
      	
               
      

            	
              (E)

            	
              there
      shall be any (i) consolidation or merger involving the Issuer or (ii)
      sale, transfer or other disposition of all or substantially all of the
      Issuer's property, assets or business (except a merger or other
      reorganization in which the Issuer shall be the surviving corporation and
      its shares of Capital Stock shall continue to be outstanding and unchanged
      and except a consolidation, merger, sale, transfer or other disposition
      involving a wholly-owned Subsidiary);
or

            


    

    


    
      	
               
      

            	
              (F)

            	
              there
      shall be a voluntary or involuntary dissolution, liquidation or winding-up
      of the Issuer or any partial liquidation of the Issuer or distribution to
      holders of Common Stock;

            


    


    
      
         


      

      
        -17-

        
          

        

      

      
         


      

    

    


    then, in
each of such cases, the Issuer shall give written notice to the Holder of the
date on which (i) the books of the Issuer shall close or a record shall be taken
for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take
place.  Such notice also shall specify the date as of which the
holders of Common Stock of record shall participate in such dividend,
distribution or subscription rights, or shall be entitled to exchange their
certificates for Common Stock for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be.  Such
notice shall be given at least twenty (20) days prior to the action in question
and not less than ten (10) days prior to the record date or the date on which
the Issuer's transfer books are closed in respect thereto.  This
Warrant entitles the Holder to receive copies of all financial and other
information distributed or required to be distributed to the holders of the
Common Stock.

    


    10.          Amendment
and Waiver; Failure or Indulgence Not Waiver.  Any term,
covenant, agreement or condition in this Warrant may be amended, or compliance
therewith may be waived (either generally or in a particular instance and either
retroactively or prospectively), by a written instrument or written instruments
executed by the Issuer and the Majority Holders; provided, however, that no
such amendment or waiver shall reduce the Warrant Share Number, increase the
Warrant Price, shorten the period during which this Warrant may be exercised or
modify any provision of this Section
10 without the consent of the Holder of this Warrant.  No
consideration shall be offered or paid to any person to amend or consent to a
waiver or modification of any provision of this Warrant unless the same
consideration is also offered to all holders of the Warrants.  No
failure or delay on the part of the Holder in the exercise of any power, right
or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power, right or privilege preclude other or
further exercise thereof or of any other right, power or privilege, nor shall
any waiver by the Holder of any such right or rights on any one occasion be
deemed a waiver of the same right or rights on any future occasion.

    


    11.          Governing
Law; Jurisdiction.  The parties acknowledge and agree that any
claim, controversy, dispute or action relating in any way to this agreement or
the subject matter of this agreement shall be governed solely by the laws of the
State of New York, without regard to any conflict of laws
doctrines.  The parties irrevocably consent to being served with legal
process issued from the state and federal courts located in New York and
irrevocably consent to the exclusive personal jurisdiction of the federal and
state courts situated in the State of New York.  The parties
irrevocably waive any objections to the personal jurisdiction of these
courts.  Said courts shall have sole and exclusive jurisdiction over
any and all claims, controversies, disputes and actions which in any way relate
to this agreement or the subject matter of this agreement.  The
parties also irrevocably waive any objections that these courts constitute an
oppressive, unfair, or inconvenient forum and agree not to seek to change venue
on these grounds or any other grounds.


    
      
         


      

      
        -18-

        
          

        

      

      
         


      

    


    12.          Notices.  Any
notice, demand, request, waiver or other communication required or permitted to
be given hereunder shall be in writing and shall be effective (a) upon hand
delivery or facsimile at the address or number designated below (if delivered on
a business day during normal business hours where such notice is to be
received), or the first business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be
received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur.  The
addresses for such communications shall be:

     

    
      
        	
                If
      to the Issuer:

              	 
      	
                Juma Technology,
      Corp.

              
	 
      	 
      	
                154 Toledo
      Street

              
	 
      	 
      	
                Farmingdale, New York
      11735

              
	 
      	 
      	
                Attention: Chief Executive
      Officer

              
	 
      	 
      	
                Tel. No.: (631)
      300-1000

              
	 
      	 
      	
                Fax No.: (631)
      270-1105

              
	 
      	 
      	 
      
	
                with
      copies (which copies

              	 
      	 
      
	
                shall
      not constitute notice)

              	 
      	 
      
	
                to:

              	 
      	
                Gersten Savage
      LLP

              
	 
      	 
      	
                600 Lexington Avenue,
      9th Floor

              
	 
      	 
      	
                New York, New York
      10022

              
	 
      	 
      	
                Attention: Jay Kaplowitz,
      Esq.

              
	 
      	 
      	
                Tel. No.: (212)
      752-9700

              
	 
      	 
      	
                Fax No.: (212)
      980-5192

              
	 
      	 
      	 
      
	
                If
      to any Holder:

              	 
      	
                At
      the address of such Holder set forth on Exhibit
      A to the Purchase Agreement, with copies to:

              
	 
      	 
      	 
      
	 
      	 
      	
                Sadis
      & Goldberg LLP

              
	 
      	 
      	
                551
      Fifth Avenue, 21st
      Floor

              
	 
      	 
      	
                New
      York, New York 10176

              
	 
      	 
      	
                Attention:
      Paul Fasciano, Esq.

              
	 
      	 
      	
                Tel.
      No.: (212) 573-8025

              
	 
      	 
      	
                Fax
      No.: (212) 573-8026

              


      

    

    


    Any party
hereto may from time to time change its address for notices by giving written
notice of such changed address to the other party hereto.

     

    13.          Warrant
Agent.  The Issuer may, by written notice to each Holder of
this Warrant, appoint an agent having an office in New York, New York for the
purpose of issuing shares of Warrant Stock on the exercise of this Warrant
pursuant to Section
2(e) hereof, exchanging this Warrant pursuant to Section
2(e) hereof or replacing this Warrant pursuant to Section
3(d) hereof, or any of the foregoing, and thereafter any such issuance,
exchange or replacement, as the case may be, shall be made at such office by
such agent.



    
      
         


      

      
        -19-

        
          

        

      

      
         


      

    


    14.          Remedies.  The
remedies provided in this Warrant shall be cumulative and in addition to all
other remedies available under this Warrant, at law or in equity (including,
without limitation, a decree of specific performance and/or other injunctive
relief), no remedy contained herein shall be deemed a waiver of compliance with
the provisions giving rise to such remedy and nothing herein shall limit
Holder's right to pursue actual damages for any failure by the Issuer to comply
with the terms of this Warrant.  Amounts set forth or provided for
herein with respect to payments, exercise and the like (and the computation
thereof) shall be the amounts to be received by the Holder hereof and shall not,
except as expressly provided herein, be subject to any other obligation of the
Issuer (or the performance thereof).  The Issuer acknowledges that a
breach by it of its obligations hereunder will cause irreparable and material
harm to the Holder and that the remedy at law for any such breach may be
inadequate. Therefore the Issuer agrees that, in the event of any such breach or
threatened breach, the Holder shall be entitled, in addition to all other
available rights and remedies, at law or in equity, to seek and obtain such
equitable relief, including but not limited to an injunction restraining any
such breach or threatened breach, without the necessity of showing economic loss
and without any bond or other security being required.

    


    15.          Successors
and Assigns.  This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the successors and assigns of
the Issuer, the Holder hereof and (to the extent provided herein) the Holders of
Warrant Stock issued pursuant hereto, and shall be enforceable by any such
Holder or Holder of Warrant Stock.

    


    16.          Construction.  This
Warrant shall be deemed to be jointly drafted by the Company and the Holder and
shall not be construed against any person as the drafter hereof.

    


    17.          Headings.  The
headings of the Sections of this Warrant are for convenience of reference only
and shall not, for any purpose, be deemed a part of this Warrant.

    


    18.          Registration
Rights.  The
Holder of this Warrant is entitled to the benefit of certain registration rights
with respect to the shares of Warrant Stock issuable upon the exercise of this
Warrant pursuant to the Purchase Agreement and the registration rights with
respect to the shares of Warrant Stock issuable upon the exercise of this
Warrant by any subsequent Holder may only be assigned in accordance with the
terms and provisions of the Purchase Agreement.

     

    19.          Enforcement
Expenses.  The Issuer agrees to pay all costs and expenses of
the Holder incurred as a result of enforcement of this Warrant, including,
without limitation, reasonable attorneys' fees and expenses.

     

    20.           Binding
Effect.   The obligations of the Issuer and the Holder set
forth herein shall be binding upon the successors and assigns of each such
party, whether or not such successors or assigns are permitted by the terms
hereof.

     

    [remainder of page intentionally left
blank]


    
      
         


      

      
        -20-

        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF, the Issuer has executed this Series A Warrant as of the day and
year first above written.

    


    
      
        	
                JUMA
      TECHNOLOGY CORP.

              
	 
      
	
                By:

              	
                /s/ Anthony M. Servidio

              
	 
      	
                Name: 
      Anthony M. Servidio

              
	 
      	
                Title:   
      Chief Executive Officer

              


      

    


    
      
         


      

      
        -21-

        
          

        

      

      
         


      

    


    EXERCISE
FORM

    SERIES A
WARRANT

    


    JUMA
TECHNOLOGY CORP.

    


    The
undersigned _______________, pursuant to the provisions of the within Warrant,
hereby elects to purchase _____ shares of Common Stock of Juma Technology Corp.
covered by the within Warrant.

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Dated:
      _________________

                              	 
      	
                                Signature

                              	 	 
      
	 
      	 
      	 
      	 	 
      
	 
      	 
      	
                                Address

                              	 	 
      
	 
      	 
      	 
      	 	 
      


                      

                    

                  

                

              

            

          

        

      

    

    


    Number of
shares of Common Stock beneficially owned or deemed beneficially owned by the
Holder on the date of Exercise: _________________________

    


    The
undersigned is an “accredited investor” as defined in Regulation D under the
Securities Act of 1933, as amended.

     

    
      The
undersigned intends that payment of the Warrant Price shall be made as (check
one):

    

     

    Cash
Exercise_______

     

    Cashless
Exercise_______

     

    If the
Holder has elected a Cash Exercise, the Holder shall pay the sum of $________ by
certified or official bank check (or via wire transfer) to the Issuer in
accordance with the terms of the Warrant.

     

    If the
Holder has elected a Cashless Exercise, a certificate shall be issued to the
Holder for the number of shares equal to the whole number portion of the product
of the calculation set forth below, which is ___________.   The
Company shall pay a cash adjustment in respect of the fractional portion of the
product of the calculation set forth below in an amount equal to the product of
the fractional portion of such product and the Per Share Market Value on the
date of exercise, which product is ____________.

     

    X = Y -
(A)(Y)

      
        B

    


    
      Where:

    

    


    
      The
number of shares of Common Stock to be issued to the Holder
__________________(“X”).

    

    


    The
number of shares of Common Stock purchasable upon exercise of all of the Warrant
or, if only a portion of the Warrant is being exercised, the portion of the
Warrant being exercised ___________________________ (“Y”).


    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    


    
      The
Warrant Price ______________ (“A”).

    

    


    The Per
Share Market Value of one share of Common Stock_______________________
(“B”).

    


    ASSIGNMENT

    


    FOR VALUE
RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

    


    
      
        
          
            
              
                
                  
                    	
                            Dated:
      _________________

                          	 
      	
                            Signature

                          	 	 
      
	 
      	 
      	 
      	 	 
      
	 
      	 
      	
                            Address

                          	 	 
      
	 
      	 
      	 
      	 	 
      


                  

                

              

            

          

        

      

    

    


    PARTIAL
ASSIGNMENT

    


    FOR VALUE
RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named
corporation.

    


    
      
        
          
            
              
                
                  	
                          Dated:
      _________________

                        	 
      	
                          Signature

                        	 	 
      
	 
      	 
      	 
      	 	 
      
	 
      	 
      	
                          Address

                        	 	 
      
	 
      	 
      	 
      	 	 
      


                

              

            

          

        

      

    

    


    FOR USE
BY THE ISSUER ONLY:

    


    This
Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No. W-_____ issued for ____ shares of Common Stock in
the name of _______________.


    
      
         


      

      
        ii