ACKNOWLEDGEMENT AND WAIVER OF ANTI-DILUTION ADJUSTMENTS
Exhibit
4.4
EXECUTION
COPY
ACKNOWLEDGEMENT AND WAIVER
OF ANTI-DILUTION
ADJUSTMENTS
This
Acknowledgement and Waiver of Anti-Dilution Adjustments (this "Acknowledgement"),
dated as of June 25, 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 June 25,
2010, wherein VOMF purchased from the Company, 10% bridge notes (the "Notes")
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 Notes issued to
VOMF would convert assuming that the principal sum of the Notes were convertible
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 is adjusted upon the issuance by the
Company of Common Stock Equivalents.
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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