Exhibit 4.3
WAIVER AND
ACKNOWLEDGEMENT
THIS WAIVER AND
ACKNOWLEDGEMENT is entered into as of November 13, 2008 and is made
by and between Juma Technology Corp., a Delaware corporation (the
“ Issuer ”), Vision Opportunity Master Fund,
Ltd. (“ VOMF ”) and Vision Capital Advantage
Fund, L.P. (“ VCAF ,” and together with VOMF,
the “ Holders ”).
WHEREAS, the
Issuer is the issuer and the Holders are the holders of those
certain Senior Secured 10% Convertible Promissory Notes (the
“ Notes ”), those certain Series B and Series C
Warrants of the Issuer (the “ Warrants ”), and
the number of shares of Series A Convertible Preferred Stock (the
“ Series A ”) and Series B Convertible Preferred
Stock (the “ Series B ” and together with the
Series A, the “ Preferred Stock ”), all of which
are listed on Exhibit A hereto (and all of which
are referred to collectively herein as the “
Securities ”);
WHEREAS, the
Issuer and the Holders have entered into that certain Amendment No.
2 to Series B Warrants and Amendment No. 4 to Series C Warrants
(the “ Warrant Amendment ”) dated as of the date
hereof;
WHEREAS, the
Holders have consented to and the Issuer has adopted those certain
amendments to the Certificate of Designation of the Relative Rights
and Preferences of the Series A, which was filed with the Secretary
of State of the State of Delaware on November [ ], 2008 (the
“ Amend\ed Series A Certificate ”);
WHEREAS, the
Holders have consented to and the Issuer has adopted those certain
amendments to the Certificate of Designation of the Relative Rights
and Preferences of the Series B, which was filed with the Secretary
of State of the State of Delaware on November [ ], 2008 (the
“ Amended Series B Certificate ” and together
with the Amended Series A Certificate, the “ Amended
Certificates ”);
WHEREAS, the
Securities each have certain price protection (collectively, the
“ Price Protections ”) whereby the exercise or
conversion price, as applicable, of the Securities are adjusted
upon th
