Exhibit 4.2
AMENDMENT NO. 2
TO
SERIES B
WARRANTS
AND
AMENDMENT NO. 4
TO
SERIES C
WARRANTS
OF
JUMA TECHNOLOGY
CORP.
THIS AMENDMENT
NO. 2 TO SERIES B WARRANTS AND AMENDMENT NO. 4 TO SERIES C WARRANTS
OF JUMA TECHNOLOGY CORP. (this “ Amendment ”),
dated as of November 13, 2008 is made by and between Juma
Technology Corp., a Delaware corporation (the “ Issuer
”), and the holders (each, a “ Holder ”
and together, the “ Holders ”) of the warrants,
as previously amended and exercised listed on Exhibit
A (the “ Series B Warrants ” and the
“ Series C Warrants ,” respectively, and
together the “ Warrants ”).
WHEREAS, the
Issuer and the Holders desire to amend certain provisions of the
Warrants as described herein.
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties intending to be legally
bound, hereby agree as follows:
1. Capitalized Terms . Capitalized terms used, but not defined,
herein, shall have the meanings ascribed to such terms in the
Warrants.
2. Amendment to Series B Warrants; Warrant
Price . The definition of
“Warrant Price” in Section 8 of the Series B Warrants
shall be deleted in its entirety and replaced with the
following:
“ Warrant Price
” means $0.46, as such price may be
adjusted from time to time as shall result from the adjustments
specified in this Warrant, including Section 4
hereto.”
3. Amendment to Series C Warrants; Warrant
Price . The definition of
“Warrant Price” in Section 8 of the Series C Warrants
shall be deleted in its entirety and replaced with the
following:
“ Warrant Price
” means $3.512, as such price may be
adjusted from time to time as shall result from the adjustments
specified in this Warrant, including Section 4
hereto.”
4.
Amendment to Series B Warrants;
Section 7. Section 7 of
the Series B Warrants shall be deleted in its entirety and replaced
with the following:
“7. Ownership Cap and Exercise
Restriction . Notwithstanding anything to the contrary set
forth in this Warrant, at no time may a Holder of this Warrant
exercise this Warrant if the number of shares of Common Stock to be
issued pursuant to such exercise would exceed, when aggregated with
all other shares of Common Stock owned by such Holder and its
affiliates at such time, the number of shares of Common Stock which
would result in such Holder and its affiliates beneficially owning
(as determined in accordance with Section 13(d) of the Exchange Act
and the rules thereunder) in excess of 4.99% of the then issued and
outstanding shares of Common Stock; provided, however,
that upon a holder of this Warrant providing the Issuer with
sixty-one (61) days n
