ACKNOWLEDGEMENT AND WAIVER OF ANTI-DILUTION ADJUSTMENTS
Exhibit
4.4
EXECUTION
COPY
This
Acknowledgement and Waiver of Anti-Dilution Adjustments (this “Acknowledgement”), dated as of
November 12, 2010, is made by and among Juma Technology Corp., a Delaware
corporation (the “ Company
”), Vision Opportunity Master Fund, Ltd. (“ VOMF ”),
and Vision Capital Advantage Fund, L.P. (“ VCAF ” and
together with VOMF, “ Vision ”).
WHEREAS, the Company is the
issuer of Series B Convertible Preferred Stock (the “Series B Preferred
Stock ”) pursuant to the Certificate of Designation of the
Relative Rights and Preferences of the Series B Convertible Preferred Stock of
Juma Technology Corp. (the “ Series B Certificate of
Designation ”) filed with the State of Delaware on June 20,
2008;
WHEREAS, the Company and VOMF
have entered into a Note and Warrant Purchase Agreement dated as of November 12,
2010, wherein VOMF purchased from the Company, 10% bridge notes (the “Note”) and
Series A Warrants to purchase up to one hundred percent (100%) of that number of
shares of the Company’s Common Stock into which the Note issued to VOMF would
convert assuming that the principal sum of the Note was converted at fifteen
cents ($0.15) per share of common stock (the “ Series A
Warrants ”); and
WHEREAS, the Series B
Preferred Stock has certain price protections (the “Price Protections”) whereby
the Conversion Price is adjusted upon the issuance by the Company of Common
Stock Equivalents (as such term is defined in the respective
securities).
NOW THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby agreed
and acknowledged, the parties hereto hereby agree as follows:
1. As
a result of the issuance of the Series A Warrants, the Company acknowledges that
the Series A Warrants trigger the Price Protections of the Series B Preferred
Stock, provided
however , that VOMF and VCAF, as applicable, hereby waive such
Price Protections.
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IN
WITNESS WHEREOF, this Acknowledgement was duly executed as of the date set forth
above.
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By:
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Name:
Xxxxxxx X. Xxxxxxxx
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Title:
Chief Executive Officer
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VISION
OPPORTUNITY MASTER FUND, LTD.
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By:
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Name:
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Title:
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VISION
CAPITAL ADVANTAGE FUND, L.P.
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By:
VCAF GP, LLC, its General Partner
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By:
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Name:
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Title:
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