EXECUTION
      VERSION


    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (this “Agreement”)
      is
      made and entered into as of November 29, 2007, by and among Juma Technology
      Corp., a Delaware corporation (the “Company”),
      and
      the purchasers listed on Schedule
      I
      hereto
      (the “Purchasers”).

    


    This
      Agreement is being entered into pursuant to the Note and Warrant Purchase
      Agreement dated as of the date hereof among the Company and the Purchasers
      (the
“Purchase
      Agreement”).

    


    The
      Company and the Purchasers hereby agree as follows:

    


    1.
       Definitions.

    


    Capitalized
      terms used and not otherwise defined herein shall have the meanings given such
      terms in the Purchase Agreement. As used in this Agreement, the following terms
      shall have the following meanings:

    


    “Advice”
shall
      have meaning set forth in Section
      3(m).

    


    “Affiliate”
means,
      with respect to any Person, any other Person that directly or indirectly
      controls or is controlled by or under common control with such Person. For
      the
      purposes of this definition, “control,”
when
      used with respect to any Person, means the possession, direct or indirect,
      of
      the power to direct or cause the direction of the management and policies of
      such Person, whether through the ownership of voting securities, by contract
      or
      otherwise; and the terms of “affiliated,”
      “controlling”
and
      “controlled”
have
      meanings correlative to the foregoing.

    


    “Board”
shall
      have meaning set forth in Section
      3(n).

     

    “Business
      Day”
means
      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 generally are
      authorized or required by law or other government actions to close.

    


    “Closing
      Date”
means
      the date of the initial closing of the purchase and sale of the Notes and the
      Warrants pursuant to the Purchase Agreement.

    


    “Commission”
means
      the Securities and Exchange Commission.

    


    “Common
      Stock”
means
      the Company's Common Stock, par value $0.0001 per share.

    


    “Conversion
      Shares”
means
      any shares of Common Stock issuable upon conversion of the Notes.

    


    “Demand
      Notice”
shall
      have the meaning set forth in Section
      2.

    


    “Effectiveness
      Date”
means,
      subject to Section
      2
      hereof,
      with respect to the Registration Statement the earlier of (A) the ninetieth
      (90th)
      day
      following the Filing Date (or in the event the Registration Statement receives
      a
“full review” by the Commission and/or the Company uses its Extensions, the one
      hundred tenth (110th)
      day
      following the Filing Date) or (B) the date which is within three (3) Business
      Days after the date on which the Commission informs the Company (i) that the
      Commission will not review the Registration Statement or (ii) that
      the
      Company may request the acceleration of the effectiveness of the Registration
      Statement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    “Effectiveness
      Period”
shall
      have the meaning set forth in Section
      2.

    


    “Event”
shall
      have the meaning set forth in Section
      7(e).

    


    “Event
      Date”
shall
      have the meaning set forth in Section
      7(e).

    


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

    


    “Extensions”
shall
      have the meaning set forth in Section
      7(e).

    


    “Filing
      Date”
means,
      subject to Section
      2(b)
      hereof,
      the thirtieth (30th)
      day
      following the receipt by the Company of the Demand Notice. 

    


    “Holder”
or
      “Holders”
means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities.

    


    “Indemnified
      Party”
shall
      have the meaning set forth in Section
      5(c).

    


    “Indemnifying
      Party”
shall
      have the meaning set forth in Section
      5(c).

    


    “Initiating
      Holders”
      shall
      have the meaning set forth in Section
      2.

    


    “Losses”
shall
      have the meaning set forth in Section
      5(a).

    


    “Notes”
means
      the Senior Secured 10% Convertible Promissory Notes issued to the Purchasers
      pursuant to the Purchase Agreement.

    


    “Person”
means
      an individual or a corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company, joint
      stock company, government (or an agency or political subdivision thereof) or
      other entity of any kind.

    


    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

    


    “Prospectus”
means
      the prospectus included in the Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by the Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference in such
      Prospectus.

    


    “Registrable
      Securities”
means
      (i) the shares of Common Stock issuable upon conversion of the Notes and any
      interest accrued thereon; (ii) the shares of Common Stock issuable upon payment
      of interest on the Notes; and (iii) the shares of Common Stock issuable upon
      exercise of the Warrants. 

     

    
      
        
        

      

      
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    “Registration
      Statement”
means
      the registration statements and any additional registration statements
      contemplated by Section
      2,
      including (in each case) the Prospectus, amendments and supplements to such
      registration statement or Prospectus, including pre- and post-effective
      amendments, all exhibits thereto, and all material incorporated by reference
      in
      such registration statement.

    


    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

    


    “Rule
      144(k)”
means
      Rule 144(k) promulgated by the Commission pursuant to the Securities Act, as
      such Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Rule
      158”
means
      Rule 158 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

    


    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

    


    “Rule
      424”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

    


    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

    


    “Special
      Counsel”
means
      Sadis & Goldberg LLP.

    


    “Warrants”
means
      the warrants to purchase shares of Common Stock issued to the Purchasers
      pursuant to the Purchase Agreement.

    


    2.
       Demand
      Registration.

    


    (a) If
      the
      Company shall receive at any time after the six month anniversary of the date
      hereof, a written request from the Holders of a majority in interest of the
      Registrable Securities (the “Initiating
      Holders”)
      that
      the Company file a registration statement under the Securities Act of 1933,
      as
      amended, (the “Securities
      Act”),
      then
      the Company shall, within fifteen (15) days after the receipt of such
      written request, give written notice of such request (the “Demand
      Notice”)
      to all
      Holders, and file the Registration Statement under the Securities Act of all
      Registrable Securities by the Filing Date. The Registration Statement required
      hereunder shall be on Form SB-2 (except if the Company is not then eligible
      to
      register for resale the Registrable Securities on Form SB-2, in which case
      the
      Registration Statement shall be on another appropriate form). The Registration
      Statement required hereunder shall contain the Plan of Distribution, attached
      hereto as Annex
      A
      (which
      may be modified to respond to comments, if any, received by the Commission).
      The
      Company shall (i) not permit any securities other than the Registrable
      Securities to be included in the Registration Statement and (ii) use its best
      efforts to cause the Registration Statement to be declared effective under
      the
      Securities Act as promptly as possible after the filing thereof, and to keep
      such Registration Statement continuously effective under the Securities Act
      until such date as is the earlier of (x) the date when all Registrable
      Securities covered by such Registration Statement have been sold or (y) the
      date
      on which the Registrable Securities may be sold without any restriction pursuant
      to Rule 144(k) as determined by the counsel to the Company pursuant to a written
      opinion letter, addressed to the Company's transfer agent to such effect (the
      “Effectiveness
      Period”).
      

     

    
      
        
        

      

      
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    (b) Notwithstanding
      anything to the contrary set forth in this Section
      2,
      in the
      event the Commission does not permit the Company to register all of the
      Registrable Securities in the Registration Statement because of the Commission’s
      application of Rule 415, the Company shall register in the Registration
      Statement such number of Registrable Securities as is permitted by the
      Commission, provided,
      however,
      that
      the number of Registrable Securities to be included in such Registration
      Statement or any subsequent registration statement shall be determined in the
      following order: (i) first, the shares of Common Stock issuable upon conversion
      of the Notes shall be registered on a pro
      rata
      basis
      among the holders of such Notes and (ii) second, the shares of Common Stock
      issuable upon exercise of the Series A Warrants shall be registered on a
pro
      rata
      basis
      among the holders of such Series A Warrants. In the event the Commission does
      not permit the Company to register all of the Registrable Securities in the
      initial Registration Statement, the Company shall use its best efforts to file
      subsequent Registration Statements to register the Registrable Securities that
      were not registered in the initial Registration Statement as promptly as
      possible and in a manner permitted by the Commission. For purposes of this
      Section
      2(b),
      “Filing
      Date”
means
      with respect to each subsequent Registration Statement filed pursuant hereto,
      the later of (i) sixty (60) days following the sale of substantially all of
      the
      Registrable Securities included in the initial Registration Statement or any
      subsequent Registration Statement and (ii) six (6) months following the
      effective date of the initial Registration Statement or any subsequent
      Registration Statement, as applicable, or such earlier date as permitted by
      the
      Commission. For purposes of this Section
      2(b),
      “Effectiveness
      Date”
means
      with respect to each subsequent Registration Statement filed pursuant hereto,
      the earlier of (A) the one hundred twentieth (120th)
      day
      following the filing date of such Registration Statement (or in the event such
      Registration Statement receives a “full review” by the Commission, the one
      hundred fortieth (140th)
      day
      following such filing date) or (B) the date which is within three (3) Business
      Days after the date on which the Commission informs the Company (i) that the
      Commission will not review such Registration Statement or (ii) that
      the
      Company may request the acceleration of the effectiveness of such Registration
      Statement and the Company makes such request. 

    


    3.
       Registration
      Procedures.

    


    In
      connection with the Company's registration obligations hereunder, the Company
      shall:

     

    (a) Prepare
      and file with the Commission, on or prior to the Filing Date, a Registration
      Statement on Form SB-2 (or if the Company is not then eligible to register
      for
      resale the Registrable Securities on Form SB-2 such registration shall be on
      another appropriate form in accordance herewith and the Securities Act and
      the
      rules promulgated thereunder) in accordance with the plan of distribution as
      set
      forth on Exhibit
      A
      hereto
      and in accordance with applicable law, and cause the Registration Statement
      to
      become effective and remain effective as provided herein; provided,
      however,
      that
      not less than five (5) Business Days prior to the filing of the Registration
      Statement or any related Prospectus or any amendment or supplement thereto,
      the
      Company shall (i) furnish to the Holders and Special Counsel, copies of all
      such
      documents proposed to be filed, which documents will be subject to the review
      of
      such Holders and such Special Counsel, and (ii) cause its officers and
      directors, counsel and independent certified public accountants to respond
      to
      such inquiries as shall be necessary, in the reasonable opinion of Special
      Counsel, to conduct a reasonable review of such documents. The Company shall
      not
      file the Registration Statement or any such Prospectus or any amendments or
      supplements thereto to which the Holders of a majority of the Registrable
      Securities or Special Counsel shall reasonably object in writing within three
      (3) Business Days of their receipt thereof.

     

    
      
        
        

      

      
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    (b)
       (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to the Registration Statement as may be necessary to keep the
      Registration Statement continuously effective as to the applicable Registrable
      Securities for the Effectiveness Period and prepare and file with the Commission
      such additional Registration Statements as necessary in order to register for
      resale under the Securities Act all of the Registrable Securities; (ii) cause
      the related Prospectus to be amended or supplemented by any required Prospectus
      supplement, and as so supplemented or amended to be filed pursuant to Rule
      424
      (or any similar provisions then in force); (iii) respond as promptly as
      possible, but in no event later than ten (10) Business Days, to any comments
      received from the Commission with respect to the Registration Statement or
      any
      amendment thereto and as promptly as possible provide the Holders true and
      complete copies of all correspondence from and to the Commission relating to
      the
      Registration Statement; and (iv) comply in all material respects with the
      provisions of the Securities Act and the Exchange Act with respect to the
      disposition of all Registrable Securities covered by the Registration Statement
      during the Effectiveness Period in accordance with the intended methods of
      disposition by the Holders thereof set forth in the Registration Statement
      as so
      amended or in such Prospectus as so supplemented.

    


    (c) Notify
      the Holders of Registrable Securities and Special Counsel as promptly as
      possible (and, in the case of (i)(A) below, not less than three (3) Business
      Days prior to such filing, and in the case of (iii) below, on the same day
      of
      receipt by the Company of such notice from the Commission) and confirm such
      notice in writing no later than one (1) Business Day following the day (i)(A)
      when a Prospectus or any Prospectus supplement or post-effective amendment
      to
      the Registration Statement is filed; (B) when the Commission notifies the
      Company whether there will be a “review” of such Registration Statement and
      whenever the Commission comments in writing on such Registration Statement
      and
      (C) with respect to the Registration Statement or any post-effective amendment,
      when the same has become effective; (ii) of any request by the Commission or
      any
      other Federal or state governmental authority for amendments or supplements
      to
      the Registration Statement or Prospectus or for additional information; (iii)
      of
      the issuance by the Commission of any stop order suspending the effectiveness
      of
      the Registration Statement covering any or all of the Registrable Securities
      or
      the initiation or threatening of any Proceedings for that purpose; (iv) when
      any
      of the representations and warranties of the Company contained in any agreement
      contemplated hereby ceases to be true and correct in all material respects;
      (v)
      of the receipt by the Company of any notification with respect to the suspension
      of the qualification or exemption from qualification of any of the Registrable
      Securities for sale in any jurisdiction, or the initiation or threatening of
      any
      Proceeding for such purpose; and (vi) of the occurrence of any event that makes
      any statement made in the Registration Statement or Prospectus or any document
      incorporated or deemed to be incorporated therein by reference untrue in any
      material respect or that requires any revisions to the Registration Statement,
      Prospectus or other documents so that, in the case of the Registration Statement
      or the Prospectus, as the case may be, it will not contain any untrue statement
      of a material fact or omit to state any material fact required to be stated
      therein or necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading.

    


    (d) Use
      its
      best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
      of,
      as promptly as possible, (i) any order suspending the effectiveness of the
      Registration Statement or (ii) any suspension of the qualification (or exemption
      from qualification) of any of the Registrable Securities
      for sale in any jurisdiction.

    


    (e) If
      requested by the Holders of a majority in interest of the Registrable
      Securities, (i) promptly incorporate in a Prospectus supplement or
      post-effective amendment to the Registration Statement such information as
      the
      Company reasonably agrees should be included therein and (ii) make all required
      filings of such Prospectus supplement or such post-effective amendment as soon
      as practicable after the Company has received notification of the matters to
      be
      incorporated in such Prospectus supplement or post-effective
      amendment.

     

    
      
        
        

      

      
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    (f) If
      requested by any Holder, furnish to such Holder, without charge, at least one
      conformed copy of each Registration Statement and each amendment thereto,
      including financial statements and schedules, all documents incorporated or
      deemed to be incorporated therein by reference, and all exhibits to the extent
      requested by such Person (including those previously furnished or incorporated
      by reference) promptly after the filing of such documents with the
      Commission.

    


    (g) Promptly
      deliver to each Holder and Special Counsel, without charge, as many copies
      of
      the Prospectus or Prospectuses (including each form of prospectus) and each
      amendment or supplement thereto as such Persons may reasonably request; and
      subject to the provisions of Sections
      3(m) and 3(n),
      the
      Company hereby consents to the use of such Prospectus and each amendment or
      supplement thereto by each of the selling Holders in connection with the
      offering and sale of the Registrable Securities covered by such Prospectus
      and
      any amendment or supplement thereto.

    


    (h) Prior
      to
      any public offering of Registrable Securities, use its best efforts to register
      or qualify or cooperate with the selling Holders and Special Counsel in
      connection with the registration or qualification (or exemption from such
      registration or qualification) of such Registrable Securities for offer and
      sale
      under the securities or Blue Sky laws of such jurisdictions within the United
      States as any Holder requests in writing, to keep each such registration or
      qualification (or exemption therefrom) effective during the Effectiveness Period
      and to do any and all other acts or things necessary or advisable to enable
      the
      disposition in such jurisdictions of the Registrable Securities covered by
      a
      Registration Statement; provided,
      however,
      that
      the Company shall not be required to qualify generally to do business in any
      jurisdiction where it is not then so qualified or to take any action that would
      subject it to general service of process in any such jurisdiction where it
      is
      not then so subject or subject the Company to any material tax in any such
      jurisdiction where it is not then so subject.

    


    (i) Cooperate
      with the Holders to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities to be sold pursuant to a
      Registration Statement, which certificates, to the extent permitted by the
      Purchase Agreement and applicable federal and state securities laws, shall
      be
      free of all restrictive legends, and to enable such Registrable Securities
      to be
      in such denominations and registered in such names as any Holder may request
      in
      connection with any sale of Registrable Securities.

    


    (j) Upon
      the
      occurrence of any event contemplated by Section
      3(c)(vi),
      as
      promptly as possible, prepare a supplement or amendment, including a
      post-effective amendment, to the Registration Statement or a supplement to
      the
      related Prospectus or any document incorporated or deemed to be incorporated
      therein by reference, and file any other required document so that, as
      thereafter delivered, neither the Registration Statement nor such Prospectus
      will contain an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements therein,
      in the light of the circumstances under which they were made, not
      misleading.

    


    (k) Use
      its
      best efforts to cause all Registrable Securities relating to the Registration
      Statement to be listed or quoted on the OTC Bulletin Board or any other
      securities exchange, quotation system or market, if any, on which similar
      securities issued by the Company are then listed or quoted, as and when required
      pursuant to the Purchase Agreement.

    


    (l) Comply
      in
      all material respects with all applicable rules and regulations of the
      Commission and make generally available to its security holders earning
      statements satisfying the provisions of Section 11(a) of the Securities Act
      and
      Rule 158 not later than 45 days after the end of any 12-month period (or 90
      days
      after the end of any 12-month period if such period is a fiscal year) commencing
      on the first day of the first fiscal quarter of the Company after the effective
      date of the Registration Statement, which statement shall conform to the
      requirements of Rule 158. For the avoidance of doubt, the filing and continued
      availability of the information on the EDGAR electronic filing system shall
      satisfy the requirements of this subsection (l).

     

    
      
        
        

      

      
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    (m) The
      Company may require each selling Holder to furnish to the Company information
      regarding such Holder and the distribution of such Registrable Securities as
      is
      required by law to be disclosed in the Registration Statement, Prospectus,
      or
      any amendment or supplement thereto, and the Company may exclude from such
      registration the Registrable Securities of any such Holder who unreasonably
      fails to furnish such information within a reasonable time after receiving
      such
      request.

    


    If
      the
      Registration Statement refers to any Holder by name or otherwise as the holder
      of any securities of the Company, then such Holder shall have the right to
      require (if such reference to such Holder by name or otherwise is not required
      by the Securities Act or any similar federal statute then in force) the deletion
      of the reference to such Holder in any amendment or supplement to the
      Registration Statement filed or prepared subsequent to the time that such
      reference is required.

    


    Each
      Holder covenants and agrees that it will not sell any Registrable Securities
      under the Registration Statement until the Company has electronically filed
      the
      Prospectus as then amended or supplemented as contemplated in Section
      3(g)
      and
      notice from the Company that the Registration Statement and any post-effective
      amendments thereto have become effective as contemplated by Section
      3(c).

    


    Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of any event of the
      kind
      described in Section
      3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v), 3(c)(vi) or
      3(n),
      such
      Holder will forthwith discontinue disposition of such Registrable Securities
      under the Registration Statement until such Holder's receipt of the copies
      of
      the supplemented Prospectus and/or amended Registration Statement in the same
      manner as contemplated by Section
      3(j),
      or
      until it is advised in writing (the “Advice”)
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement.

    


    (n) If
      (i)
      there is material non-public information regarding the Company which the
      Company's Board of Directors (the “Board”)
      reasonably determines not to be in the Company's best interest to disclose
      and
      which the Company is not otherwise required to disclose, (ii) there is a
      significant business opportunity (including, but not limited to, the acquisition
      or disposition of assets (other than in the ordinary course of business) or
      any
      merger, consolidation, tender offer or other similar transaction) available
      to
      the Company which the Board reasonably determines not to be in the Company's
      best interest to disclose, or (iii) the Company is required to file a
      post-effective amendment to the Registration Statement to incorporate the
      Company’s quarterly and annual reports and audited financial statements on Forms
      10-QSB and 10-KSB, then the Company may postpone or suspend filing or
      effectiveness of a registration statement for a period not to exceed thirty
      (30)
      consecutive days; provided
      that the
      Company may not postpone or suspend filing or effectiveness of a registration
      statement under this Section
      3(n)
      for more
      than sixty (60) days in the aggregate during any three hundred sixty (360)
      day
      period; and provided,
      further,
      that no
      such postponement or suspension shall be permitted for consecutive thirty (30)
      day periods arising out of the same set of facts, circumstances or
      transactions.

     

    
      
        
        

      

      
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    4.
       Registration
      Expenses.

    


    All
      fees
      and expenses incident to the performance of or compliance with this Agreement
      by
      the Company, except as and to the extent specified in this Section
      4,
      shall
      be borne by the Company whether or not the Registration Statement is filed
      or
      becomes effective and whether or not any Registrable Securities are sold
      pursuant to the Registration Statement. The fees and expenses referred to in
      the
      foregoing sentence shall include, without limitation, (i) all registration
      and
      filing fees (including, without limitation, fees and expenses (A) with respect
      to filings required to be made with the OTC Bulletin Board and
      each
      other securities exchange or market on which Registrable Securities are required
      hereunder to be listed, (B) with respect to filing fees required to be paid
      to
      the Financial
      Industry Regulatory Authority (“FINRA”),
      (including, without limitation, pursuant to FINRA Rule 2710) and (C) in
      compliance with state securities or Blue Sky laws (including, without
      limitation, fees and disbursements of counsel for the Holders in connection
      with
      Blue Sky qualifications of the Registrable Securities and determination of
      the
      eligibility of the Registrable Securities for investment under the laws of
      such
      jurisdictions as the Holders of a majority of Registrable Securities may
      designate)), (ii) printing expenses (including, without limitation, expenses
      of
      printing certificates for Registrable Securities and of printing prospectuses
      if
      the printing of prospectuses is requested by the holders of a majority of the
      Registrable Securities included in the Registration Statement), (iii) messenger,
      telephone and delivery expenses, (iv) fees and disbursements of counsel for
      the
      Company and Special Counsel for the Holders (which fees shall not to exceed
      $7,500), (v) Securities Act liability insurance, if the Company desires such
      insurance, and (vi) fees and expenses of all other Persons retained by the
      Company in connection with the consummation of the transactions contemplated
      by
      this Agreement, including, without limitation, the Company's independent public
      accountants (including the expenses of any comfort letters or costs associated
      with the delivery by independent public accountants of a comfort letter or
      comfort letters). In addition, the Company shall be responsible for all of
      its
      internal expenses incurred in connection with the consummation of the
      transactions contemplated by this Agreement (including, without limitation,
      all
      salaries and expenses of its officers and employees performing legal or
      accounting duties), the expense of any annual audit, the fees and expenses
      incurred in connection with the listing of the Registrable Securities on any
      securities exchange as required hereunder. The Company shall not be responsible
      for any discounts, commissions, transfer taxes or other similar expenses
      incurred by the Holders in connection with the sale of the Registrable
      Securities.

    


    5.
       Indemnification.

    


    (a)
       Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder, the officers, directors, managers, partners, members,
      shareholders, agents, brokers (including brokers who offer and sell Registrable
      Securities as principal as a result of a pledge or any failure to perform under
      a margin call of Common Stock), investment advisors and employees of each of
      them, each Person who controls any such Holder (within the meaning of Section
      15
      of the Securities Act or Section 20 of the Exchange Act) and the officers,
      directors, managers, partners, members, shareholders, agents and employees
      of
      each such controlling Person, to the fullest extent permitted by applicable
      law,
      from and against any and all losses, claims, damages, liabilities, costs
      (including, without limitation, costs of preparation and attorneys' fees) and
      expenses (collectively, “Losses”),
      as
      incurred, arising out of or relating to (i) any violation of securities laws
      or
      (ii) untrue or alleged untrue statement of a material fact contained in the
      Registration Statement, any Prospectus or any form of prospectus or in any
      amendment or supplement thereto or in any preliminary prospectus, or arising
      out
      of or relating to any omission or alleged omission of a material fact required
      to be stated therein or necessary to make the statements therein (in the case
      of
      any Prospectus or form of prospectus or supplement thereto, in the light of
      the
      circumstances under which they were made) not misleading, except to the extent,
      but only to the extent, that such untrue statements or omissions are based
      solely upon information regarding such Holder or such other Indemnified Party
      furnished in writing to the Company by such Holder expressly for use therein,
      which information was reasonably relied on by the Company for use therein.
      The
      Company shall notify the Holders promptly of the institution, threat or
      assertion of any Proceeding of which the Company is aware in connection with
      the
      transactions contemplated by this Agreement.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    (b) Indemnification
      by Holders.
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, managers, partners, members, shareholders, officers,
      agents and employees, each Person who controls the Company (within the meaning
      of Section 15 of the Securities Act and Section 20 of the Exchange Act), and
      the
      directors, managers, partners, members, shareholders, officers, agents and
      employees of such controlling Persons, to the fullest extent permitted by
      applicable law, from and against all Losses, as incurred, based solely upon
      any
      untrue or alleged untrue statement of a material fact contained in the
      Registration Statement, any Prospectus, or any form of prospectus, or in any
      amendment or supplement thereto or in any preliminary prospectus, or based
      solely upon any omission or alleged omission of a material fact required to
      be
      stated therein or necessary to make the statements therein (in the case of
      any
      Prospectus or form of prospectus or supplement thereto, in the light of the
      circumstances under which they were made) not misleading, to the extent, but
      only to the extent, that such untrue statement or omission is contained in
      any
      information so furnished in writing by such Holder to the Company expressly
      for
      use therein and that such information was reasonably relied upon by the Company
      for use therein and was reviewed and expressly approved in writing by such
      Holder expressly for use in the Registration Statement or such Prospectus or
      such form of Prospectus or any amendment or supplement thereto. Notwithstanding
      anything to the contrary contained herein, each Holder shall be liable under
      this Section
      5(b)
      for only
      that amount as does not exceed the net proceeds to such Holder as a result
      of
      the sale of Registrable Securities pursuant to such Registration
      Statement.

    


    (c) Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “Indemnified
      Party”),
      such
      Indemnified Party promptly shall notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party shall be entitled to assume the defense
      thereof, including the employment of counsel reasonably satisfactory to the
      Indemnified Party and the payment of all fees and expenses incurred in
      connection with defense thereof; provided
      that the
      failure of any Indemnified Party to give such notice shall not relieve the
      Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
      except (and only) to the extent that it shall be finally determined by a court
      of competent jurisdiction (which determination is not subject to appeal or
      further review) that such failure shall have proximately and materially
      adversely prejudiced the Indemnifying Party.

    


    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; or (2) the Indemnifying Party shall have failed promptly to assume
      the
      defense of such Proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Party in any such Proceeding; or (3) the named parties to any such
      Proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and any such party shall have been advised by
      counsel that a conflict of interest is likely to exist if the same counsel
      were
      to represent such Indemnified Party and the Indemnifying Party (in which case,
      if such Indemnified Party notifies the Indemnifying Party in writing that it
      elects to employ separate counsel at the expense of the Indemnifying Party,
      the
      Indemnifying Party shall not have the right to assume the defense thereof and
      such counsel shall be at the expense of the Indemnifying Party). The
      Indemnifying Party shall not be liable for any settlement of any such Proceeding
      effected without its written consent, which consent shall not be unreasonably
      withheld or delayed. No Indemnifying Party shall, without the prior written
      consent of the Indemnified Party, effect any settlement of any pending or
      threatened Proceeding in respect of which any Indemnified Party is a party
      and
      indemnity has been sought hereunder, unless such settlement includes an
      unconditional release of such Indemnified Party from all liability on claims
      that are the subject matter of such Proceeding.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    All
      fees
      and expenses of the Indemnified Party (including reasonable fees and expenses
      to
      the extent incurred in connection with investigating or preparing to defend
      such
      Proceeding in a manner not inconsistent with this Section) shall be paid to
      the
      Indemnified Party, as incurred, within ten (10) Business Days of written notice
      thereof to the Indemnifying Party (regardless of whether it is ultimately
      determined that an Indemnified Party is not entitled to indemnification
      hereunder; provided
      that the
      Indemnified Party shall reimburse all such fees and expenses to the extent
      it is
      finally judicially determined that such Indemnified Party is not entitled to
      indemnification hereunder).

    


    (d) Contribution.
      If a
      claim for indemnification under Section
      5(a) or 5(b)
      is due
      but unavailable to an Indemnified Party because of a failure or refusal of
      a
      governmental authority to enforce such indemnification in accordance with its
      terms (by reason of public policy or otherwise), then each Indemnifying Party,
      in lieu of indemnifying such Indemnified Party, shall contribute to the amount
      paid or payable by such Indemnified Party as a result of such Losses, in such
      proportion as is appropriate to reflect the relative benefits received by the
      Indemnifying Party on the one hand and the Indemnified Party on the other from
      the offering of the Notes and Warrants. If, but only if, the allocation provided
      by the foregoing sentence is not permitted by applicable law, the allocation
      of
      contribution shall be made in such proportion as is appropriate to reflect
      not
      only the relative benefits referred to in the foregoing sentence but also the
      relative fault, as applicable, of the Indemnifying Party and Indemnified Party
      in connection with the actions, statements or omissions that resulted in such
      Losses as well as any other relevant equitable considerations. The relative
      fault of such Indemnifying Party and Indemnified Party shall be determined
      by
      reference to, among other things, whether any action in question, including
      any
      untrue or alleged untrue statement of a material fact or omission or alleged
      omission of a material fact, has been taken or made by, or relates to
      information supplied by, such Indemnifying Party or Indemnified Party, and
      the parties'
      relative intent, knowledge, access to information and opportunity to correct
      or
      prevent such action, statement or omission. The amount paid or payable by a
      party as a result of any Losses shall be deemed to include, subject to the
      limitations set forth in Section
      5(c),
      any
      reasonable attorneys' or other reasonable fees or expenses incurred by such
      party in connection with any Proceeding to the extent such party would have
      been
      indemnified for such fees or expenses if the indemnification provided for in
      this Section was available to such party in accordance with its terms. In no
      event shall any selling Holder be required to contribute an amount under this
      Section
      5(d)
      in
      excess of the net proceeds received by such Holder upon sale of such Holder’s
      Registrable Securities pursuant to the Registration Statement giving rise to
      such contribution obligation.

    


    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section
      5(d)
      were
      determined by pro
      rata
      allocation or by any other method of allocation that does not take into account
      the equitable considerations referred to in the immediately preceding paragraph.
      No Person guilty of fraudulent misrepresentation (within the meaning of Section
      11(f) of the Securities Act) shall be entitled to contribution from any Person
      who was not guilty of such fraudulent misrepresentation.

    


    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties pursuant to the law.

    


    6.
       Rule
      144.

    


    As
      long
      as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, the
      Company covenants to timely file (or obtain extensions in respect thereof and
      file within the applicable grace period) all reports required to be filed by
      the
      Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
      Act.  As long as any Holder owns Notes, Conversion Shares, Warrants or
      Warrant Shares, if the Company is not required to file reports pursuant to
      Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to
      the
      Holders and make publicly available in accordance with Rule 144(c) promulgated
      under the Securities Act annual and quarterly financial statements, together
      with a discussion and analysis of such financial statements in form and
      substance substantially similar to those that would otherwise be required to
      be
      included in reports required by Section 13(a) or 15(d) of the Exchange Act,
      as
      well as any other information required thereby, in the time period that such
      filings would have been required to have been made under the Exchange Act.
       The Company further covenants that it will take such further action as any
      Holder may reasonably request, all to the extent required from time to time
      to
      enable such Person to sell Conversion Shares and Warrant Shares without
      registration under the Securities Act within the limitation of the exemptions
      provided by Rule 144 promulgated under the Securities Act, including providing
      any legal opinions relating to such sale pursuant to Rule 144.  Upon the
      request of any Holder, the Company shall deliver to such Holder a written
      certification of a duly authorized officer as to whether it has complied with
      such requirements.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    7.
       Miscellaneous.

    


    (a) Remedies.
      In the
      event of a breach by the Company or by a Holder, of any of their obligations
      under this Agreement, such Holder or the Company, as the case may be, in
      addition to being entitled to exercise all rights granted by law and under
      this
      Agreement, including recovery of damages, will be entitled to specific
      performance of its rights under this Agreement.
      The Company and each Holder agree that monetary damages would not
      provide adequate
      compensation for any losses incurred by reason of a breach by it of any of
      the
      provisions of this Agreement and hereby further agrees that, in the event of
      any
      action for specific performance in respect of such breach, it shall waive the
      defense that a remedy at law would be adequate.

    


    (b) No
      Inconsistent Agreements.
      Neither
      the Company nor any of its subsidiaries has, as of the date hereof entered
      into
      and currently in effect, nor shall the Company or any of its subsidiaries,
      on or
      after the date of this Agreement, enter into any agreement with respect to
      its
      securities that is inconsistent with the rights granted to the Holders in this
      Agreement or otherwise conflicts with the provisions hereof. Except as disclosed
      in the Purchase Agreement, neither the Company nor any of its subsidiaries
      has
      previously entered into any agreement currently in effect granting any
      registration rights with respect to any of its securities to any Person. Without
      limiting the generality of the foregoing, without the written consent of the
      Holders of a majority of the then outstanding Registrable Securities, the
      Company shall not grant to any Person the right to request the Company to
      register any securities of the Company under the Securities Act unless the
      rights so granted are subject in all respects to the prior rights in full of
      the
      Holders set forth herein, and are not otherwise in conflict with the provisions
      of this Agreement.

    


    (c) No
      Piggy-Back on Registrations.
      Neither
      the Company nor any of its security holders (other than the Holders in such
      capacity pursuant hereto or as disclosed in the Purchase Agreement) may include
      securities of the Company in the Registration Statement, and the Company shall
      not after the date hereof enter into any agreement providing such right to
      any
      of its security holders, unless the right so granted is subject in all respects
      to the prior rights in full of the Holders set forth herein, and is not
      otherwise in conflict with the provisions of this Agreement.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    (d) Piggy-Back
      Registrations.
      If at
      any time when there is not an effective Registration Statement covering (i)
      the
      Conversion Shares or (ii) Warrant Shares, the Company shall determine to prepare
      and file with the Commission a registration statement relating to an offering
      for its own account or the account of others under the Securities Act of any
      of
      its equity securities, other than on Form S-4 or Form S-8 (each as promulgated
      under the Securities Act) or their then equivalents relating to equity
      securities to be issued solely in connection with any acquisition of any entity
      or business or equity securities issuable in connection with stock option or
      other employee benefit plans, the Company shall send to each Holder of
      Registrable Securities written notice of such determination and, if within
      thirty (30) days after receipt of such notice, or within such shorter period
      of
      time as may be specified by the Company in such written notice as may be
      necessary for the Company to comply with its obligations with respect to the
      timing of the filing of such registration statement, any such Holder shall
      so
      request in writing (which request shall specify the Registrable Securities
      intended to be disposed of by the Purchasers), the Company will cause the
      registration under the Securities Act of all Registrable Securities which the
      Company has been so requested to register by the Holder, to the extent requisite
      to permit the disposition of the Registrable Securities so to be registered;
      provided
      that if
      at any time after giving written notice of its intention to register any
      securities and prior to the effective date of the registration statement filed
      in connection with such registration, the Company shall determine for any reason
      not to register or to delay registration of such securities, the Company may,
      at
      its election, give written notice of such determination to such Holder and,
      thereupon, (i) in the case of a determination not to register, shall be relieved
      of its obligation to register any Registrable Securities in connection with
      such
      registration (but not from its obligation to pay expenses in accordance with
      Section
      4
      hereof),
      and (ii) in the case of a determination to delay registering, shall be permitted
      to delay registering any Registrable Securities being registered pursuant to
      this Section
      7(d)
      for the
      same period as the delay in registering such other securities. The Company
      shall
      include in such registration statement all or any part of such Registrable
      Securities such Holder requests to be registered; provided,
      however,
      that
      the Company shall not be required to register any Registrable Securities
      pursuant to this Section
      7(d)
      that are
      eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case
      of
      an underwritten public offering, if the managing underwriter(s) or
      underwriter(s) should reasonably object to the inclusion of the Registrable
      Securities in such registration statement, then if the Company after
      consultation with the managing underwriter should reasonably determine that
      the
      inclusion of such Registrable Securities would materially adversely affect
      the
      offering contemplated in such registration statement, and based on such
      determination recommends inclusion in such registration statement of fewer
      or
      none of the Registrable Securities of the Holders, then (x) the number of
      Registrable Securities of the Holders included in such registration statement
      shall be reduced pro-rata among such Holders (based
      upon the number of Registrable Securities requested to be included in the
      registration), if the Company after consultation with the underwriter(s)
      recommends the inclusion of fewer Registrable Securities, or (y) none of the
      Registrable Securities of the Holders shall be included in such registration
      statement, if the Company after consultation with the underwriter(s) recommends
      the inclusion of none of such Registrable Securities; provided,
      however,
      that if
      securities are being offered for the account of other persons or entities as
      well as the Company, such reduction shall not represent a greater fraction
      of
      the number of Registrable Securities intended to be offered by the Holders
      than
      the fraction of similar reductions imposed on such other persons or entities
      (other than the Company).

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    (e) Failure
      to File Registration Statement and Other Events.
      The
      Company and the Purchasers agree that the Holders will suffer damages if the
      Registration Statement is not filed on or prior to the Filing Date and not
      declared effective by the Commission on or prior to the Effectiveness Date
      and
      maintained in the manner contemplated herein during the Effectiveness Period
      or
      if certain other events occur. The Company and the Holders further agree that
      it
      would not be feasible to ascertain the extent of such damages with precision.
      Accordingly, if (A) the Registration Statement is not filed on or prior to
      the
      Filing Date, or (B) the Registration Statement is not declared effective by
      the
      Commission on or prior to the Effectiveness Date, or (C) the Company fails
      to
      file with the Commission a request for acceleration in accordance with Rule
      461
      promulgated under the Securities Act within three (3) Business Days of the
      date
      that the Company is notified (orally or in writing, whichever is earlier) by
      the
      Commission that a Registration Statement will not be “reviewed,” or is not
      subject to further review, or (D) the Registration Statement is filed with
      and
      declared effective by the Commission but thereafter ceases to be effective
      as to
      all Registrable Securities at any time prior to the expiration of the
      Effectiveness Period, without being succeeded immediately by a subsequent
      Registration Statement filed with and declared effective by the Commission
      in
      accordance with Section
      2(a)
      hereof,
      or (E) the Company has breached Section
      3(n),
      or (F)
      trading in the Common Stock shall be suspended or if the Common Stock is no
      longer quoted on or is delisted from the OTC Bulletin Board (or other principal
      exchange on which the Common Stock is traded) for any reason for more than
      three
      (3) Business Days in the aggregate (any such failure or breach being referred
      to
      as an “Event,”
and
      for purposes of clauses (A) and (B) the date on which such Event occurs, or
      for
      purposes of clause (C) the date on which such three (3) Business Day period
      is
      exceeded, or for purposes of clause (D) after more than fifteen (15) Business
      Days, or for purposes of clause (F) the date on which such three (3) Business
      Day period is exceeded, being referred to as “Event
      Date”),
      the
      Company shall pay an amount in cash or registered Common Stock (at the Company’s
      sole discretion) to each Holder, as partial liquidated damages and not as a
      penalty, equal to two percent (2%) of the amount of the Holder’s total
      investment in the Notes for each calendar month or portion thereof thereafter
      from the Event Date until the applicable Event is cured; provided,
      however,
      that
      (x) for those certain Registrable Securities not permitted to be registered
      by
      the Commission in any such Registration Statement pursuant to Rule 415, late
      effectiveness penalties pursuant to this Section shall only be payable on the
      portion of the Holder’s total investment in the Notes that corresponds to the
      number of such Registrable Securities allowed to be registered by the Commission
      and (y) in no event shall the amount of liquidated damages payable at any time
      and from time to time to any Holder pursuant to this Section
      7(e)
      exceed
      an aggregate of eighteen percent (18%) of the amount of the Holder’s total
      investment in the Notes and Warrants. Notwithstanding anything to the contrary
      in this paragraph (e), if (i) any of the Events described in clauses (A), (B),
      (C), (D) or (F) shall have occurred, (ii) on or prior to the applicable Event
      Date, the Company shall have exercised its rights under Section
      3(n) hereof
      and (iii) the postponement or suspension permitted pursuant to such Section
      3(n)
      shall
      remain effective as of such applicable Event Date, then the applicable Event
      Date shall be deemed instead to occur on the second Business Day following
      the
      termination of such postponement or suspension. Liquidated damages payable
      by
      the Company pursuant to this Section
      7(e)
      shall be
      payable on the first (1st)
      Business Day of each thirty (30) day period following the Event Date. In the
      event that the Company exercises its right to pay the amounts due under this
      Section
      7(e)
      in
      registered Common Stock, such shares shall be valued in a manner consistent
      with
      valuation of such shares in the Note, in connection with payments of shares
      of
      Common Stock for interest thereon. Notwithstanding the foregoing provisions
      of
      this Section
      7(e), the
      Company may not exercise its right to pay the amounts due under this
Section
      7(e)
      in
      registered Common Stock, unless such shares meet all the requirements under
      this
      Agreement for transferability set forth in this Agreement applicable to shares
      of Common Stock registered in accordance with this Agreement. 

    


    In
      the
      event the Commission does not permit all of the Registrable Securities to be
      included in the Registration Statement because of its application and issuance
      of comments concerning Rule 415 then the Company shall be allowed to respond
      to
      such comments within ten (10) calendar days after its receipt and shall be
      entitled to an additional ten (10) calendar day period to exchange comments
      with
      the Commission before any liquidated damages pursuant to this Section shall
      occur (each such ten day period, an “Extension”).
      No
      more than two (2) Extensions shall be available to the Company, such that the
      time before such liquidated damages will be incurred will not exceed one hundred
      sixty (160) days from the Filing Date. Subsequent to any and all Extensions,
      liquidated damages payable to the Holders shall follow the foregoing
      provisions.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    (f) Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and the Holders of a majority of the Registrable
      Securities outstanding. No
      consideration shall be offered or paid to any Holders of Notes or Holders of
      the
      Warrants to amend or consent to a waiver or modification of any provision of
      any
      of the Transaction Documents unless the same consideration also is offered
      to
      all of the parties to the Transaction Documents, Holders of Notes or Holders
      of
      the Warrants, as the case may be. The Company has not, directly or indirectly,
      made any agreements with any Purchasers relating to the terms or conditions
      of
      the transactions contemplated by the Transaction Documents except as set forth
      in the Transaction Documents. Without limiting the foregoing, the Company
      confirms that, except as set forth in this Agreement, no Purchaser has made
      any
      commitment or promise or has any other obligation to provide any financing
      to
      the Company or otherwise. 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.

    


    (g) 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 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 Company:

            	 	
              Juma
                Technology, Inc

              154
                Toledo Street

              Farmingdale,
                New York 11735

              Attention:
                Chief Executive Officer

              Tel.
                No.: (631) 300-1000

              Fax
                No.: (631) 270-1105 

            
	
               

            	 	
               

            
	
              with
                copies 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 Purchaser:

            	 	
              At
                the address of such Purchaser set forth on Schedule
                I
                to
                this Agreement, with copies to Purchaser’s counsel (which copies shall not
                constitute notice to such purchaser) as set forth on Schedule
                I
                or
                as specified in writing by such Purchaser.

            
	
               

            	 	
               

            
	
              with
                copies to:

            	 	
              Sadis
                & Goldberg LLP

              551
                Fifth Avenue, 21st
                Floor

              New
                York, New York 10176

              Attention:
                Steven Huttler, Esq.

              Tel.
                No.: (212) 947-3793

              Fax
                No.: (212) 947-3796

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Any
      party
      hereto may from time to time change its address for notices by giving at least
      ten (10) days written notice of such changed address to the other parties
      hereto.

    


    (h)
      Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns and shall inure to the benefit of each
      Holder and its successors and assigns. The Company may not assign this Agreement
      or any of its rights or obligations hereunder without the prior written consent
      of each Holder. Each Purchaser may assign its rights hereunder in the manner
      and
      to the Persons as permitted under the Purchase Agreement.

    


    (i)
      Assignment
      of Registration Rights.
      The
      rights of each Holder hereunder, including the right to have the Company
      register for resale Registrable Securities in accordance with the terms of
      this
      Agreement, shall be automatically assignable by each Holder if: (i) the Holder
      agrees in writing with the transferee or assignee to assign such rights, and
      a
      copy of such agreement is furnished to the Company within a reasonable time
      after such assignment, (ii) the Company is, within a reasonable time after
      such
      transfer or assignment, furnished with written notice of (A) the name and
      address of such transferee or assignee, and (B) the securities with respect
      to
      which such registration rights are being transferred or assigned, (iii)
      following such transfer or assignment the further disposition of such securities
      by the transferee or assignees is restricted under the Securities Act and
      applicable state securities laws unless such securities are registered in a
      Registration Statement under this Agreement (in which case the Company shall
      be
      obligated to amend such Registration Statement to reflect such transfer or
      assignment) or are otherwise exempt from registration, (iv) at or before the
      time the Company receives the written notice contemplated by clause (ii) of
      this
      Section, the transferee or assignee agrees in writing with the Company to be
      bound by all of the provisions of this Agreement, and (v) such transfer shall
      have been made in accordance with the applicable requirements of the Purchase
      Agreement. In addition, each Holder shall have the right to assign its rights
      hereunder to any other person with the prior written consent of the Company,
      which consent shall not unreasonably be withheld. The rights to assignment
      shall
      apply to the Holders (and to subsequent) successors and assigns. 

    


    (j) Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement and shall become effective when
      counterparts have been signed by each party and delivered to the other parties
      hereto, it being understood that all parties need not sign the same counterpart.
      In the event that any signature is delivered by facsimile or electronic mail
      transmission, such signature shall create a valid binding obligation of the
      party executing (or on whose behalf such signature is executed) the same with
      the same force and effect as if such facsimile or electronic mail signature
      were
      the original thereof.

     

    (k) 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 Delaware, 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. The parties hereby agree that the prevailing party in any suit, action
      or proceeding arising out of or relating to this Agreement or the Purchase
      Agreement, shall be entitled to reimbursement for reasonable legal fees from
      the
      non-prevailing party. The parties hereby waive all rights to a trial by jury.
      Nothing
      in this Section
      7(k)
      shall
      affect or limit any right to serve process in any other manner permitted by
      law.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (l) Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law.

    


    (m) Severability.
      The
      provisions of this Agreement are severable and, in the event that any court
      of
      competent jurisdiction shall determine that any one or more of the provisions
      or
      part of the provisions contained in this Agreement shall, for any reason, be
      held to be invalid, illegal or unenforceable in any respect, such invalidity,
      illegality or unenforceability shall not affect any other provision or part
      of a
      provision of this Agreement and such provision shall be reformed and construed
      as if such invalid or illegal or unenforceable provision, or part of such
      provision, had never been contained herein, so that such provisions would be
      valid, legal and enforceable to the maximum extent possible. 

    


    (n) Headings.
      The
      article, section and subsection headings in this Agreement are for convenience
      only and shall not constitute a part of this Agreement for any other purpose
      and
      shall not be deemed to limit or affect any of the provisions
      hereof.

    


    (o) Shares
      Held by the Company and its Affiliates.
      Whenever the consent or approval of Holders of a specified percentage of
      Registrable Securities is required hereunder, Registrable Securities held by
      the
      Company or its Affiliates (other than any Holder or transferees or successors
      or
      assigns thereof if such Holder is deemed to be an Affiliate solely by reason
      of
      its holdings of such Registrable Securities) shall not be counted in determining
      whether such consent or approval was given by the Holders of such required
      percentage.

    


    (p) Independent
      Nature of Purchasers.
      The
      Company acknowledges that the obligations of each Purchaser under the
      Transaction Documents are several and not joint with the obligations of any
      other Purchaser, and no Purchaser shall be responsible in any way for the
      performance of the obligations of any other Purchaser under the Transaction
      Documents. The Company acknowledges that the decision of each Purchaser to
      purchase Securities pursuant to the Purchase Agreement has been made by such
      Purchaser independently of any other Purchaser and independently of any
      information, materials, statements or opinions as to the business, affairs,
      operations, assets, properties, liabilities, results of operations, condition
      (financial or otherwise) or prospects of the Company or of its Subsidiaries
      which may have made or given by any other Purchaser or by any agent or employee
      of any other Purchaser, and no Purchaser or any of its agents or employees
      shall
      have any liability to any Purchaser (or any other person) relating to or arising
      from any such information, materials, statements or opinions. The Company
      acknowledges that nothing contained herein, or in any Transaction Document,
      and
      no action taken by any Purchaser pursuant hereto or thereto (including, but
      not
      limited to, the (i) inclusion of a Purchaser in the Registration Statement
      and
      (ii) review by, and consent to, such Registration Statement by a Purchaser)
      shall be deemed to constitute the Purchasers as a partnership, an association,
      a
      joint venture or any other kind of entity, or create a presumption that the
      Purchasers are in any way acting in concert or as a group with respect to such
      obligations or the transactions contemplated by the Transaction Documents.
      The
      Company acknowledges that each Purchaser shall be entitled to independently
      protect and enforce its rights, including without limitation, the rights arising
      out of this Agreement or out of the other Transaction Documents, and it shall
      not be necessary for any other Purchaser to be joined as an additional party
      in
      any proceeding for such purpose. The Company acknowledges that for reasons
      of
      administrative convenience only, the Transaction Documents have been prepared
      by
      counsel for one of the Purchasers and such counsel does not represent all of
      the
      Purchasers. The Company acknowledges that it has elected to provide all
      Purchasers with the same terms and Transaction Documents for the convenience
      of
      the Company and not because it was required or requested to do so by the
      Purchasers. The Company acknowledges that such procedure with respect to the
      Transaction Documents in no way creates a presumption that the Purchasers are
      in
      any way acting in concert or as a group with respect to the Transaction
      Documents or the transactions contemplated hereby or thereby.

    


    [remainder
      of page intentionally left blank]

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Registration Rights
      Agreement to be duly executed by their respective authorized persons as of
      the
      date first indicated above.

    
      	 	 	 
	 	
              JUMA
                TECHNOLOGY CORP.

            
	 
 	 
 	 
 
	
            	By:  	
              /s/
                David Giangano

            
	 	
              

              Name:
                David Giangano

            
	 	
              Title:
                Chief Executive Officer

            


    

     

    
      	 	 	 
	 	
              PURCHASER

            
	 	 
	 	
              Vision
                Opportunity Master Fund, Ltd.

            
	 
 	 
 	 
 
	
            	By:  	
              /s/
                Adam Benowitz 

            
	 	
              

              Name:
                Adam Benowitz

            
	 	
              Title:
                Director

            


    

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    Schedule
      I


    


    
      	
              Names
                and Addresses of the Purchasers

            	 	
              Investment
                Amount

            	 	
              Shares
                & Warrants Purchased

            
	 	 	 	 	 
	
              Vision
                Opportunity Master Fund, Ltd.

              c/o
                Vision Capital Advisors, LLC

              20
                West 55th
                Street

              New
                York, NY 10019

              Attn:
                Antti Uusiheimala

            	 	
              $6,000,000

            	 	
              $6,000,000
                principal amount of Note

               

              Series
                A Warrant: 7,300,000

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    Plan
      of Distribution

    


    The
      selling security holders and any of their pledgees, donees, assignees and
      successors-in-interest may, from time to time, sell any or all of their shares
      of common stock being offered under this prospectus on any stock exchange,
      market or trading facility on which shares of our common stock are traded or
      in
      private transactions. These sales may be at fixed or negotiated prices. The
      selling security holders may use any one or more of the following methods when
      disposing of shares:

    


    
      	 	
              
                ·

              

            	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers;

            


    

    


    
      	 	
              
                ·

              

            	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;

            


    

    


    
      	 	
              
                ·

              

            	
              purchases
                by a broker-dealer as principal and resales by the broker-dealer
                for its
                account;

            


    

    


    
      	 	
              
                ·

              

            	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


    

    


    
      	 	
              
                ·

              

            	
              privately
                negotiated transactions;

            


    

    


    
      	 	
              
                ·

              

            	
              to
                cover short sales made after the date that the registration statement
                of
                which this prospectus is a part is declared effective by the
                Commission;

            


    

    


    
      	 	
              
                ·

              

            	
              broker-dealers
                may agree with the selling security holders to sell a specified number
                of
                such shares at a stipulated price per
                share;

            


    

    


    
      	 	
              
                ·

              

            	
              a
                combination of any of these methods of sale;
                and

            


    

    


    
      	 	
              
                ·

              

            	
              any
                other method permitted pursuant to applicable
                law.

            


    

    


    The
      shares may also be sold under Rule 144 under the Securities Act of 1933, as
      amended (“Securities
      Act”),
      if
      available, rather than under this prospectus. The selling security holders
      have
      the sole and absolute discretion not to accept any purchase offer or make any
      sale of shares if they deem the purchase price to be unsatisfactory at any
      particular time.

    


    The
      selling security holders may pledge their shares to their brokers under the
      margin provisions of customer agreements. If a selling security holder defaults
      on a margin loan, the broker may, from time to time, offer and sell the pledged
      shares.

    


    Broker-dealers
      engaged by the selling security holders may arrange for other broker-dealers
      to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the selling security holders (or, if any broker-dealer acts as agent for the
      purchaser of shares, from the purchaser) in amounts to be negotiated, which
      commissions as to a particular broker or dealer may be in excess of customary
      commissions to the extent permitted by applicable law.

    


    If
      sales
      of shares offered under this prospectus are made to broker-dealers as
      principals, we would be required to file a post-effective amendment to the
      registration statement of which this prospectus is a part. In the post-effective
      amendment, we would be required to disclose the names of any participating
      broker-dealers and the compensation arrangements relating to such
      sales.

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    


    The
      selling security holders and any broker-dealers or agents that are involved
      in
      selling the shares offered under this prospectus may be deemed to be
“underwriters” within the meaning of the Securities Act in connection with these
      sales. Commissions received by these broker-dealers or agents and any profit
      on
      the resale of the shares purchased by them may be deemed to be underwriting
      commissions or discounts under the Securities Act. Any broker-dealers or agents
      that are deemed to be underwriters may not sell shares offered under this
      prospectus unless and until we set forth the names of the underwriters and
      the
      material details of their underwriting arrangements in a supplement to this
      prospectus or, if required, in a replacement prospectus included in a
      post-effective amendment to the registration statement of which this prospectus
      is a part.

    


    The
      selling security holders and any other persons participating in the sale or
      distribution of the shares offered under this prospectus will be subject to
      applicable provisions of the Exchange Act, and the rules and regulations under
      that act, including Regulation M. These provisions may restrict activities
      of,
      and limit the timing of purchases and sales of any of the shares by, the selling
      security holders or any other person. Furthermore, under Regulation M, persons
      engaged in a distribution of securities are prohibited from simultaneously
      engaging in market making and other activities with respect to those securities
      for a specified period of time prior to the commencement of such distributions,
      subject to specified exceptions or exemptions. All of these limitations may
      affect the marketability of the shares.

    


    If
      any of
      the shares of common stock offered for sale pursuant to this prospectus are
      transferred other than pursuant to a sale under this prospectus, then subsequent
      holders could not use this prospectus until a post-effective amendment or
      prospectus supplement is filed, naming such holders. We offer no assurance
      as to
      whether any of the selling security holders will sell all or any portion of
      the
      shares offered under this prospectus.

    


    We
      have
      agreed to pay all fees and expenses we incur incident to the registration of
      the
      shares being offered under this prospectus. However, each selling security
      holder and purchaser is responsible for paying any discounts, commissions and
      similar selling expenses they incur.

    


    We
      and
      the selling security holders have agreed to indemnify one another against
      certain losses, damages and liabilities arising in connection with this
      prospectus, including liabilities under the Securities Act.

    


    
      
        
        

      

      
        iii