Exhibit 4.4
ACKNOWLEDGEMENT AND WAIVER OF
ANTI-DILUTION ADJUSTMENTS
This Acknowledgement and Waiver of Anti-Dilution
Adjustments (this “ Acknowledgement ”),
dated as of May 21, 2009, 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 A
Convertible Preferred Stock (the “ Series A Preferred
Stock ”) pursuant to the Certificate of Designation
of the Relative Rights and Preferences of the Series A Convertible
Preferred Stock of Juma Technology Corp. (the “ Series
A Certificate of Designation ”) filed with the State
of Delaware on September 5, 2007, as amended on June 20,
2008;
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 has previously issued the
following notes (collectively, the “ Prior
Notes ”):
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Senior secured
10% convertible promissory note dated November 29, 2007 in the
outstanding principal amount of $463,122 issued to VOMF;
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Senior secured
10% convertible promissory note dated November 29, 2007 in the
outstanding principal amount of $1,929,674 issued to
VOMF;
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Senior secured
10% convertible promissory note dated November 29, 2007 in the
outstanding principal amount of $136,878 issued to VCAF;
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Senior secured
10% convertible promissory note dated November 29, 2007 in the
outstanding principal amount of $570,326 issued to VCAF;
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Senior secured
10% convertible promissory note dated March 7, 2008 in the
outstanding principal amount of $1,119,211 issued to
VOMF;
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Senior secured
10% convertible promissory note dated March 7, 2008 in the
outstanding principal amount of $330,789 issued to VCAF;
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Senior secured
10% convertible promissory note dated June 20, 2008 in
the
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