Unassociated Document


    Exhibit
4.3

     

    CERTIFICATE OF DESIGNATION OF THE
RELATIVE

    RIGHTS
AND PREFERENCES

    OF
THE

    SERIES
C CONVERTIBLE PREFERRED STOCK

    OF

    JUMA
TECHNOLOGY CORP.

    


    The
undersigned, the Chief Executive Officer of Juma Technology Corp., a Delaware
corporation (the “Company”),
in accordance with the provisions of the Delaware General Corporation Law, does
hereby certify that, pursuant to the authority conferred upon the Board of
Directors by the Certificate of Incorporation of the Company, the following
resolution creating a series of preferred stock, designated as Series C
Convertible Preferred Stock, was duly adopted on April  __, 2010, as
follows:

    


    RESOLVED,
that pursuant to the authority expressly granted to and vested in the Board of
Directors of the Company by provisions of the Certificate of Incorporation of
the Company (the “Certificate
of Incorporation”), there hereby is created out of the shares of the
Company’s preferred stock, par value $0.0001 per share, of the Company
authorized in Article
Fourth of the Certificate of Incorporation (the “Preferred
Stock”), a series of Preferred Stock of the Company, to be named “Series
C
Convertible Preferred Stock,” consisting of ten million
(10,000,000)  shares, which series shall have the following
designations, powers, preferences and relative and other special rights and the
following qualifications, limitations and restrictions:

    


    1.           Designation
and Rank.  The designation of such series of the Preferred Stock
shall be the Series C Convertible Preferred Stock, par value $0.0001 per share
(the “Series
C
Preferred Stock”). The maximum number of shares of Series C Preferred
Stock shall be ten million (10,000,000) shares.  The Series C
Preferred Stock shall rank senior to the Company’s common stock, par value
$0.0001 per share (the “Common
Stock”), and to all other classes and series of equity securities of the
Company which by their terms do not rank senior to the Series C Preferred Stock
(“Junior
Stock”). The Series C Preferred Stock shall be subordinate to and rank
junior to all indebtedness of the Company now or hereafter
outstanding.

    


    2.           [Intentionally
Omitted]

    


    3.           Voting
Rights

    


    (a)           General Voting
Rights.  Except with respect to transactions upon which the Series C
Preferred Stock shall be entitled to vote pursuant to this Section
3, and except as otherwise required under the Delaware General
Corporation Law, the Series C Preferred Stock shall have no voting rights.
 The Common Stock into which the Series C Preferred Stock is convertible
shall, upon issuance, have all of the same voting rights as other issued and
outstanding Common Stock of the Company, and none of the rights of the Preferred
Stock.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           Class Voting Rights.
 The Series C Preferred Stock shall have the following class voting rights
(in addition to the voting rights set forth in Section
3(a) hereof).  So long as any shares of the Series C Preferred Stock
remain outstanding, the Company shall not, without the affirmative vote or
consent of the holders of at least a majority of the shares of the Series C
Preferred Stock outstanding at the time, given in person or by proxy, either in
writing or at a meeting at which the holders of the Series C Preferred Stock
vote separately as a class: (i) authorize, create, issue or increase the
authorized or issued amount of any class or series of stock, which shares rank
pari passu or senior to
the Series C Preferred Stock, with respect to (A) dividends or Distributions (as
defined below) or (B) the Distribution of assets on liquidation, dissolution or
winding up; (ii) amend, alter or repeal the provisions of the Series C Preferred
Stock, whether by merger, consolidation or otherwise, so as to adversely affect
any right, preference, privilege or voting power of the Series C Preferred
Stock; provided,
however, that any creation and issuance of another series of Junior Stock
shall not be deemed to adversely affect such rights, preferences, privileges or
voting powers; (iii) repurchase, redeem or pay dividends on, shares of
Common Stock or any other shares of the Company's Junior Stock, except as
otherwise provided herein; (iv) amend the Certificate of Incorporation or
By-Laws of the Company so as to affect materially and adversely any right,
preference, privilege or voting power of the Series C Preferred Stock; provided, however, that any
creation and issuance of another series of Junior Stock shall not be deemed to
adversely affect such rights, preferences, privileges or voting powers; (v)
effect any Distribution with respect to Junior Stock other than as permitted
hereby; (vi) reclassify the Company's outstanding securities; (vii) voluntarily
file for bankruptcy, liquidate the Company’s assets or make an assignment for
the benefit of the Company’s creditors; or (viii) materially change the nature
of the Company’s business. For purposes hereof, unless the context
otherwise requires, “Distribution”
shall mean the transfer of cash or property without consideration, whether by
way of dividend or otherwise, payable other than in shares of Common Stock or
other equity securities of the Company, or the purchase or redemption of shares
of the Company (other than redemptions set forth in Section
8 below).

    


    (c)           Approval of
Acquisitions.  So long as any Preferred Stock remains
outstanding, the Company shall not effect, or agree to effect, an acquisition or
buy out of or with any entity (including without limitation the acquisition of a
substantial portion of the outstanding securities or assets of another entity
other than in the ordinary course of business), or a consolidation or merger of
the Company with or into any other corporation or corporations (or other entity
or entities), or a sale of all or substantially all of the assets of the
Company, or the effectuation by the Company of a transaction or series of
related transactions in which more than 50% of the voting shares of the
Company is disposed of or conveyed, without providing he holders of the
Preferred Stock with ten (10) days’ notice of such transaction.

    


    (d)           Approval of Repurchase and
Redemption Rights. So long as any shares of the Series C Preferred
Stock remain outstanding, the Company shall neither enter into any agreement to
issue, nor issue, any securities or grants of options not already in existence
as of the date hereof that provide for the repurchase or redemption of the
Common Stock (or amend any such existing agreement or instrument to increase the
number of shares of the Company’s Common Stock subject to repurchase or
redemption), without the affirmative vote or consent of the holders of at least
a majority of the shares of the Series C Preferred Stock outstanding at the time
given in person or by proxy, either in writing or at a meeting at which the
holders of the Series C Preferred Stock vote separately as a class.

    


    4.           Liquidation
Preference.    Except
as otherwise required by law, the Series C Preferred Stock shall not have any
preference upon any liquidation, dissolution or winding-up of the Company,
whether voluntary or involuntary but shall be treated pari passu with all other
Preferred Stock and Common Stock of the Company.

    


    5.           Conversion.
 The holder of Series C Preferred Stock shall have the following conversion
rights (the “Conversion
Rights”):

    


    (a)           Right to Convert.
 Subject to the limitations set forth in Section
7 herein, each share of Series C Preferred Stock shall be convertible, at
any time on or after the date of initial issuance of the Series C Preferred
Stock (the “Issuance
Date”), at the option of the holder thereof, into 10 shares of Common
Stock.


    
      
         


      

      
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    (b)           Conversion Ratio.  The
conversion ratio for the Series C Preferred Stock shall be 10 shares of Common
Stock for 1 share of Series C Preferred Stock (“Conversion Ratio”).

    


    (c)           Mechanics of Voluntary
Conversion.  The Voluntary Conversion of Series C Preferred Stock
shall be conducted in the following manner:

    


    (i)           Holder's Delivery
Requirements.  To convert Series C Preferred Stock into full shares
of Common Stock on any date (the “Voluntary
Conversion Date”), the holder thereof shall (A) transmit by facsimile, or
otherwise deliver, for receipt on or prior to 5:00 p.m., New York time on such
date, a copy of a fully executed notice of conversion in the form attached
hereto as Exhibit
I (the “Conversion
Notice”), to the Company at (631) 270-1105 Attention: Chief Executive
Officer, and (B) surrender to a common carrier for delivery to the Company as
soon as practicable following such Voluntary Conversion Date the original
certificates representing the shares of Series C Preferred Stock being converted
(or an indemnification undertaking with respect to such shares in the case of
their loss, theft or destruction) (the “Preferred
Stock Certificates”) and the originally executed Conversion
Notice.

    


    (ii)           Company's Response.
 Upon receipt by the Company of a facsimile copy of a Conversion Notice,
the Company shall immediately send, via facsimile, a confirmation of receipt of
such Conversion Notice to such holder.  Upon receipt by the Company of a
copy of the fully executed Conversion Notice, the Company or its designated
transfer agent (the “Transfer
Agent”), as applicable, shall, within three (3) business days following
the date of receipt by the Company of the fully executed Conversion Notice,
issue and deliver to the Depository Trust Company (“DTC”)
account on the holder’s behalf via the Deposit Withdrawal Agent Commission
System (“DWAC”)
as specified in the Conversion Notice, registered in the name of the holder or
its designee, for the number of shares of Common Stock to which the holder shall
be entitled.  Notwithstanding the foregoing to the contrary, the Company or
its Transfer Agent shall only be obligated to issue and deliver the shares to
the DTC on a holder’s behalf via DWAC if such conversion is in connection with a
sale and the Company and the Transfer Agent are participating in DTC through the
DWAC system.  If the number of shares of Preferred Stock represented by the
Preferred Stock Certificate(s) submitted for conversion is greater than the
number of shares of Series C Preferred Stock being converted, then the Company
shall, as soon as practicable and in no event later than three (3) business days
after receipt of the Preferred Stock Certificate(s) and at the Company's
expense, issue and deliver to the holder a new Preferred Stock Certificate
representing the number of shares of Series C Preferred Stock not
converted.

    


    (iii)           Dispute Resolution.
 In the case of a dispute as to the arithmetic calculation of the number of
shares of Common Stock to be issued upon conversion, the Company shall cause its
Transfer Agent to promptly issue to the holder the number of shares of Common
Stock that is not disputed and shall submit the arithmetic calculations to the
holder via facsimile as soon as possible, but in no event later than two (2)
business days after receipt of such holder's Conversion Notice.  If such
holder and the Company are unable to agree upon the arithmetic calculation of
the number of shares of Common Stock to be issued upon such conversion within
one (1) business day of such disputed arithmetic calculation being submitted to
the holder, then the Company shall within one (1) business day submit via
facsimile the disputed arithmetic calculation of the number of shares of Common
Stock to be issued upon such conversion to an Independent Appraiser (as defined
below) reasonably selected by the holder; provided that the Company
shall have ten (10) days after receipt of notice from such holder of its
selection of such firm to object thereto, in which case such holder shall select
another such firm and the Company shall have no such right of
objection.  The Company shall cause the Independent Appraiser to
perform the calculations and notify the Company and the holder of the results no
later than seventy-two (72) hours from the time it receives the disputed
calculations.  Such Independent Appraiser’s calculation shall be binding
upon all parties absent manifest error.  The costs and expenses of the
initial firm selected as Independent Appraiser shall be paid equally by the
Company and the holder and, in the case of an objection by the Company, the
costs and expenses of the subsequent firm selected as Independent Appraiser
shall be paid in full by the Company.  The period of time in which the
Company is required to effect conversions (with respect to the disputed number
of shares) or redemptions under this Certificate of Designation shall be tolled
with respect to the subject conversion or redemption pending resolution of any
dispute by the Company made in good faith and in accordance with this Section
5(b)(iii).  For purposes of this Certificate of Designation,
the term “Independent
Appraiser” shall refer to a nationally recognized or major regional
investment banking firm or firm of independent certified public accountants of
recognized standing (which may be the firm that regularly examines the financial
statements of the Company) that is regularly engaged in the business of
appraising the capital stock or assets of corporations or other entities as
going concerns, and which is not affiliated with either the Company or the
holder of any Preferred Stock.


    
      
         


      

      
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    (iv)           Record Holder.
 The person or persons entitled to receive the shares of Common Stock
issuable upon a conversion of the Series C Preferred Stock shall be treated for
all purposes as the record holder or holders of such shares of Common Stock on
the Conversion Date.

    


    (v)           Company's Failure to Timely
Convert.  If within three (3) business days of the Company's receipt
of an executed copy of the Conversion Notice (so long as the applicable
Preferred Stock Certificates and original Conversion Notice are received by the
Company on or before such third business day) (the “Delivery
Date”) the Transfer Agent shall fail to issue and deliver to a holder the
number of shares of Common Stock to which such holder is entitled upon such
holder's conversion of the Series C Preferred Stock or to issue a new Preferred
Stock Certificate representing the number of shares of Series C Preferred Stock
to which such holder is entitled pursuant to Section
5(b)(ii) (a “Conversion
Failure”), in addition to all other available remedies which such holder
may pursue hereunder and under the Exchange Agreement (the “Exchange
Agreement”) by and among the Company and the initial holders of the
Series C Preferred Stock (including indemnification pursuant to Section
7 thereof), the Company shall pay additional damages to such holder on
each business day after such third (3rd)
business day that such conversion is not timely effected in an amount equal to
0.5% of the product of (A) the sum of the number of shares of Common Stock not
issued to the holder on a timely basis pursuant to Section
5(b)(ii) and to which such holder is entitled and, in the event the
Company has failed to deliver a Preferred Stock Certificate to the holder on a
timely basis pursuant to Section
5(b)(ii), the number of shares of Common Stock issuable upon conversion
of the shares of Series C Preferred Stock represented by such Preferred Stock
Certificate, as of the last possible date which the Company could have issued
such Preferred Stock Certificate to such holder without violating Section
5(b)(ii) times
(B) the Closing Bid Price (as defined below) of the Common Stock on the last
possible date which the Company could have issued such Common Stock and such
Preferred Stock Certificate, as the case may be, to such holder without
violating Section
5(b)(ii).  If the Company fails to pay the additional damages set
forth in this Section
5(b)(v) within five (5) business days of the date incurred, then such
payment shall bear interest at the rate of 2.0% per month (pro rated for partial
months) until such payments are made.  The term “Closing
Bid Price” shall mean, for any security as of any date, the last closing
bid price of such security on the OTC Bulletin Board or other principal exchange
on which such security is traded as reported by Bloomberg Financial L.P. (“Bloomberg”),
or, if no closing bid price is reported for such security by Bloomberg, the last
closing trade price of such security as reported by Bloomberg, or, if no last
closing trade price is reported for such security by Bloomberg, the average of
the bid prices of any market makers for such security as reported in the "pink
sheets" by the National Quotation Bureau, Inc.  If the Closing Bid Price
cannot be calculated for such security on such date on any of the foregoing
bases, the Closing Bid Price of such security on such date shall be the fair
market value as mutually determined by the Company and the holders of a majority
of the outstanding shares of Series C Preferred Stock.


    
      
         


      

      
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    (vi)           Buy-In Rights.
 In addition to any other rights available to the holders of Series C
Preferred Stock, if the Company fails to cause its Transfer Agent to transmit to
the holder a certificate or certificates representing the shares of Common Stock
issuable upon conversion of the Series C Preferred Stock on or before the
Delivery Date, and if after such date the holder is required by its broker to
purchase (in an open market transaction or otherwise) shares of Common Stock to
deliver in satisfaction of a sale by the holder of the shares of Common Stock
issuable upon conversion of Series C Preferred Stock which the holder
anticipated receiving upon such conversion (a “Buy-In”),
then the Company shall (1) pay in cash to the holder the amount by which (x) the
holder’s total purchase price (including brokerage commissions, if any) for the
shares of Common Stock so purchased exceeds (y) the amount obtained by
multiplying (A) the number of shares of Common Stock issuable upon conversion of
Series C Preferred Stock that the Company was required to deliver to the holder
in connection with the conversion at issue times (B) the price at which
the sell order giving rise to such purchase obligation was executed, and (2) at
the option of the holder, either reinstate the shares of Series C Preferred
Stock and equivalent number of shares of Common Stock for which such conversion
was not honored or deliver to the holder the number of shares of Common Stock
that would have been issued had the Company timely complied with its conversion
and delivery obligations hereunder.  For example, if the holder purchases
Common Stock having a total purchase price of $11,000 to cover a Buy-In with
respect to an attempted conversion of shares of Common Stock with an aggregate
sale price giving rise to such purchase obligation of $10,000, under clause (1)
of the immediately preceding sentence the Company shall be required to pay to
the holder $1,000. The holder shall provide the Company written notice
indicating the amounts payable to the holder in respect of the Buy-In, together
with applicable confirmations and other evidence reasonably requested by the
Company.  Nothing herein shall limit a holder’s right to pursue any other
remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to the Company’s failure to timely deliver certificates representing
shares of Common Stock upon conversion of the Series C Preferred Stock as
required pursuant to the terms hereof.

    


    (c)           Intentionally
Omitted.

    


    (d)           Intentionally
Omitted

    


    (e)           Adjustments of Conversion
Ratio.

    


    (i)           Stock Splits and
Combinations.  If the Company shall at any time or from time to time
after the Issuance Date, effect a stock split of the outstanding Common Stock,
the Conversion Ratio shall be adjusted proportionately.  If the Company
shall at any time or from time to time after the Issuance Date, combine the
outstanding shares of Common Stock, the Conversion Ratio shall be adjusted
proportionately.  Any adjustments under this Section
5(e)(i) shall be effective at the close of business on the date the stock
split or combination becomes effective.

    


    (ii)           Certain Dividends and
Distributions.  If the Company shall at any time or from time to
time after the Issuance Date, make or issue or set a record date for the
determination of holders of Common Stock entitled to receive a dividend or other
Distribution payable in shares of Common Stock, then, and in each event, the
Conversion Ratio shall be adjusted as of the time of such issuance or, in the
event such record date shall have been fixed, as of the close of business on
such record date, by multiplying the Conversion Price, if applicable, then in
effect by a fraction: (1) the numerator of which shall be the total number of
shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date; and (2) the
denominator of which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance or the close of
business on such record date plus the number of shares of Common Stock issuable
in payment of such dividend or Distribution; provided, however, that if
such record date shall have been fixed and such dividend is not fully paid or if
such Distribution is not fully made on the date fixed therefor, the Conversion
Ratio shall be adjusted pursuant to this paragraph as of the time of actual
payment of such dividends or Distributions; and provided further, however, that no such
adjustment shall be made if the holders of Series C Preferred Stock
simultaneously receive (i) a dividend or other Distribution of shares of
Common Stock in a number equal to the number of shares of Common Stock as they
would have received if all outstanding shares of Series C Preferred Stock had
been converted into Common Stock on the date of such event or (ii) a
dividend or other Distribution of shares of Series C Preferred Stock which are
convertible, as of the date of such event, into such number of shares of Common
Stock as is equal to the number of additional shares of Common Stock being
issued with respect to each share of Common Stock in such dividend or
Distribution.


    
      
         


      

      
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    (iii)           Other Dividends and
Distributions.  If the Company shall at any time or from time to
time after the Issuance Date, make or issue or set a record date for the
determination of holders of Common Stock entitled to receive a dividend or other
Distribution payable in securities of the Company other than shares of Common
Stock, then, and in each event, an appropriate revision to the applicable
Conversion Ratio shall be made and provision shall be made (by adjustments of
the Conversion Ratio or otherwise) so that the holders of Series C Preferred
Stock shall receive upon conversions thereof, in addition to the number of
shares of Common Stock receivable thereon, the number of securities of the
Company which they would have received had their Series C Preferred Stock been
converted into Common Stock on the date of such event and had thereafter, during
the period from the date of such event to and including the Conversion Date,
retained such securities (together with any Distributions payable thereon during
such period), giving application to all adjustments called for during such
period under this Section
5(e)(iii) with respect to the rights of the holders of the Series C
Preferred Stock; provided,
however, that if such record date shall have been fixed and such dividend
is not fully paid or if such Distribution is not fully made on the date fixed
therefor, the Conversion Ratio shall be adjusted pursuant to this paragraph as
of the time of actual payment of such dividends or Distributions.

    


    (iv)           Reclassification, Exchange
or Substitution.  If the Common Stock issuable upon conversion of
the Series C Preferred Stock at any time or from time to time after the Issuance
Date shall be changed to the same or different number of shares of any class or
classes of stock, whether by reclassification, exchange, substitution or
otherwise (other than by way of a stock split or combination of shares or stock
dividends provided for in Sections
5(e)(i), (ii) and (iii), or a reorganization, merger, consolidation, or
sale of assets provided for in Section
5(e)(v)), then, and in each event, an appropriate revision to the
Conversion Ratio shall be made and provisions shall be made (by adjustments of
the Conversion Ratio or otherwise) so that the holder of each share of Series C
Preferred Stock shall have the right thereafter to convert such share of Series
C Preferred Stock into the kind and amount of shares of stock and other
securities receivable upon such reclassification, exchange, substitution or
other change, by holders of the number of shares of Common Stock into which such
share of Series C Preferred Stock might have been converted immediately prior to
such reclassification, exchange, substitution or other change, all subject to
further adjustment as provided herein.

    


    (v)           Reorganization, Merger,
Consolidation or Sales of Assets.  If at any time or from time to
time after the Issuance Date there shall be a capital reorganization of the
Company (other than by way of a stock split or combination of shares or stock
dividends or Distributions provided for in Section
5(e)(i), (ii) and (iii), or a reclassification, exchange or substitution
of shares provided for in Section
5(e)(iv)), or a merger or consolidation of the Company with or into
another corporation (or other entity) where the holders of outstanding voting
securities of the Company prior to such merger or consolidation do not own over
50% of the outstanding voting securities of the merged or consolidated entity,
immediately after such merger or consolidation, or the sale of all or
substantially all of the Company's properties or assets to any other person (an
“Organic
Change”), then as a part of such Organic Change an appropriate revision
to the Conversion Ratio shall be made if necessary and provision shall be made
if necessary (by adjustments of the Conversion Ratio or otherwise) so that the
holder of each share of Series C Preferred Stock shall have the right thereafter
to convert such share of Series C Preferred Stock into the same kind and amount
of shares of stock and other securities or property of the Company or any
successor corporation resulting from Organic Change.  In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section
5(e)(v) with respect to the rights of the holders of the Series C
Preferred Stock after the Organic Change to the end that the provisions of this
Section
5(e)(v) (including any adjustment in the Conversion Ratio then in effect
and the number of shares of stock or other securities deliverable upon
conversion of the Series C Preferred Stock) shall be applied after that event in
as nearly an equivalent manner as may be practicable.  The terms of
any agreement pursuant to which an Organic Change is effected shall include
terms requiring any such successor or surviving entity to comply with the
provisions of this Section 5(e)(v) and insuring that this Preferred Stock (or
any such replacement security) will be similarly adjusted upon any subsequent
transaction analogous to an Organic Change.


    
      
         


      

      
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    (vi)     [Intentionally
Omitted]

    


    
      (vii)    [Intentionally
Omitted]

    

    


    
      (viii)   [Intentionally
Omitted]

    

    


    (ix)           Consideration for
Stock.  In case any shares of Common Stock or Convertible Securities
other than the Series C Preferred Stock, or any rights or warrants or options to
purchase any such Common Stock or Convertible Securities, shall be issued or
sold: (1) in connection with any merger or consolidation in which the Company is
the surviving corporation (other than any consolidation or merger in which the
previously outstanding shares of Common Stock of the Company shall be changed to
or exchanged for the stock or other securities of another corporation or
entity), the amount of consideration therefore shall be deemed to be the fair
value, as determined reasonably and in good faith by the Board of Directors of
the Company, of such portion of the assets and business of the nonsurviving
corporation as such Board may determine to be attributable to such shares of
Common Stock, Convertible Securities, rights or warrants or options, as the case
may be; or (2) in the event of any consolidation or merger of the Company in
which the Company is not the surviving corporation or in which the previously
outstanding shares of Common Stock of the Company shall be changed into or
exchanged for the stock or other securities of another corporation or entity, or
in the event of any sale of all or substantially all of the assets of the
Company for stock or other securities of any corporation, the Company shall be
deemed to have issued a number of shares of its Common Stock for stock or
securities or other property of the other corporation or entity computed on the
basis of the actual exchange ratio on which the transaction was predicated, and
for a consideration equal to the fair market value on the date of such
transaction of all such stock or securities or other property of the other
corporation.  If any such calculation results in adjustment of the
applicable Conversion Ratio, or the number of shares of Common Stock issuable
upon conversion of the Series C Preferred Stock, the determination of the
applicable Conversion Ratio or the number of shares of Common Stock issuable
upon conversion of the Series C Preferred Stock immediately prior to such
merger, consolidation or sale, shall be made after giving effect to such
adjustment of the number of shares of Common Stock issuable upon conversion of
the Series C Preferred Stock.  In the event any consideration received by
the Company for any securities consists of property other than cash, the fair
market value thereof at the time of issuance or as otherwise applicable shall be
as determined in good faith by the Board of Directors of the Company.  In
the event Common Stock is issued with other shares or securities or other assets
of the Company for consideration which covers both, the consideration computed
as provided in this Section
(5)(e)(ix) shall be allocated among such securities and assets as
determined in good faith by the Board of Directors of the Company.

    


    (x)           Record Date.  In
case the Company shall take record of the holders of its Common Stock or any
other Preferred Stock for the purpose of entitling them to subscribe for or
purchase Common Stock or Convertible Securities, then the date of the issue or
sale of the shares of Common Stock shall be deemed to be such record
date.


    
      
         


      

      
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    (xi)           [Intentionally
Omitted]

    


     (f)           No Impairment.
 The Company shall not, by amendment of its Certificate of Incorporation or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Section
5 and in the taking of all such action as may be necessary or appropriate
in order to protect the Conversion Rights of the holders of the Series C
Preferred Stock against impairment.  In the event a holder shall elect to
convert any shares of Series C Preferred Stock as provided herein, the Company
cannot refuse conversion based on any claim that such holder or any one
associated or affiliated with such holder has been engaged in any violation of
law, unless (i) an order from the Securities and Exchange Commission prohibits
such conversion or (ii) an injunction from a court, on notice, restraining
and/or adjoining conversion of all or of said shares of Series C Preferred Stock
shall have been issued and the Company posts a surety bond for the benefit of
such holder in an amount equal to 100% of the Redemption Price, as defined in
Section 8 hereof, of the Series C Preferred Stock such holder has elected to
convert, which bond shall remain in effect until the completion of
arbitration/litigation of the dispute and the proceeds of which shall be payable
to such holder in the event it obtains judgment.

    


    (g)           Certificates as to
Adjustments.  Upon occurrence of each adjustment or readjustment of
the Conversion Ratio or number of shares of Common Stock issuable upon
conversion of the Series C Preferred Stock pursuant to this Section
5, the Company at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each holder of
such Series C Preferred Stock a certificate setting forth such adjustment and
readjustment, showing in detail the facts upon which such adjustment or
readjustment is based.  The Company shall, upon written request of the
holder of such affected Series C Preferred Stock, at any time, furnish or cause
to be furnished to such holder a like certificate setting forth such adjustments
and readjustments, the Conversion Ratio in effect at the time, and the number of
shares of Common Stock and the amount, if any, of other securities or property
which at the time would be received upon the conversion of a share of such
Series C Preferred Stock.  Notwithstanding the foregoing, the Company shall
not be obligated to deliver a certificate unless such certificate would reflect
an increase or decrease of at least one percent of such adjusted
amount.

    


    (h)           Issue Taxes.
 The Company shall pay any and all issue and other taxes, excluding
federal, state or local income taxes, that may be payable in respect of any
issue or delivery of shares of Common Stock on conversion of shares of Series C
Preferred Stock pursuant hereto; provided, however, that the
Company shall not be obligated to pay any transfer taxes resulting from any
transfer requested by any holder in connection with any such
conversion.

    


    (i)           Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally or by facsimile or three (3) business days
following being mailed by certified or registered mail, postage prepaid,
return-receipt requested, addressed to the holder of record at its address
appearing on the books of the Company.  The Company will give written
notice to each holder of Series C Preferred Stock at least ten (10) days prior
to the date on which the Company closes its books or takes a record (I) with
respect to any dividend or Distribution upon the Common Stock, (II) with respect
to any pro rata
subscription offer to holders of Common Stock or (III) for determining rights to
vote with respect to any Organic Change, dissolution, liquidation or winding-up,
and in no event shall such notice be provided to such holder prior to such
information being made known to the public.  The Company will also give
written notice to each holder of Series C Preferred Stock at least ten (10) days
prior to the date on which any Organic Change, dissolution, liquidation or
winding-up will take place, and in no event shall such notice be provided to
such holder prior to such information being made known to the
public.


    
      
         


      

      
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    (j)           Fractional Shares.
 No fractional shares of Common Stock shall be issued upon conversion of
the Series C Preferred Stock.  In lieu of any fractional shares to which
the holder would otherwise be entitled, the Company shall round the number of
shares to be issued upon conversion up to the nearest whole number of
shares.

    


    (k)           Reservation of Common
Stock.  The Company shall, so long as any shares of Series C
Preferred Stock are outstanding, reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of effecting the
conversion of the Series C Preferred Stock, such number of shares of Common
Stock equal to at least one hundred fifty twenty (120%) of the aggregate number
of shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all of the Series C Preferred Stock then outstanding.  The
Company shall, from time to time in accordance with Delaware law, increase the
authorized number of shares of Common Stock if at any time the unissued number
of authorized shares shall not be sufficient to satisfy the Company’s
obligations under this Section
5(k).

    


    (l)           Regulatory
Compliance.  If any shares of Common Stock to be reserved for the
purpose of conversion of Series C Preferred Stock require registration or
listing with or approval of any governmental authority, stock exchange or other
regulatory body under any federal or state law or regulation or otherwise before
such shares may be validly issued or delivered upon conversion, the Company
shall, at its sole cost and expense, in good faith and as expeditiously as
possible, endeavor to secure such registration, listing or approval, as the case
may be.

    


    6.           No
Preemptive Rights.  Except as provided in Section
5 hereof, no holder of the Series C Preferred Stock shall be entitled to
rights to subscribe for, purchase or receive any part of any new or additional
shares of any class, whether now or hereinafter authorized, or of bonds or
debentures, or other evidences of indebtedness convertible into or exchangeable
for shares of any class, but all such new or additional shares of any class, or
any bond, debentures or other evidences of indebtedness convertible into or
exchangeable for shares, may be issued and disposed of by the Board of Directors
on such terms and for such consideration (to the extent permitted by law), and
to such person or persons as the Board of Directors in their absolute discretion
may deem advisable.

    


    7.           Conversion
Restriction.  Notwithstanding anything to the contrary set forth in
Section
5 of this Certificate of Designation, at no time may a holder of shares
of Series C Preferred Stock convert shares of the Series C Preferred Stock if
the number of shares of Common Stock to be issued pursuant to such conversion
would cause the number of shares of Common Stock owned by such  holder and
its affiliates at such time to 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
Securities Exchange Act of 1934, as amended, and the rules thereunder) in excess
of 4.99% of the then issued and outstanding shares of Common Stock outstanding
at such time; provided,
however, that upon a holder of Series C Preferred Stock providing the
Company with sixty-one (61) days notice (pursuant to Section
5(i) hereof) (the “Waiver
Notice”) that such holder would like to waive this Section
7 of this Certificate of Designation with regard to any or all shares of
Common Stock issuable upon conversion of Series C Preferred Stock, this Section 7
shall be of no force or effect with regard to those shares of Series C
Preferred Stock referenced in the Waiver Notice.


    
      
         


      

      
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    8.           Redemption

    


    (a)           Redemption Option Upon Major
Transaction.  In addition to all other rights of the holders of
Series C Preferred Stock contained herein, simultaneous with the occurrence of a
Major Transaction (as defined below), each holder of Series C Preferred Stock
shall have the right, at such holder's option, to require the Company to redeem
all or a portion of such holder's shares of Series C Preferred Stock at a price
per share of Series C Preferred Stock equal to $1.50, plus any liquidated
damages (the “Major
Transaction Redemption Price”). In such event, the holder shall have the
sole option to require the Company to pay the Major Transaction Redemption Price
either in cash or shares of Common Stock.  If the holder elects to receive
the Major Transaction Redemption Price in shares of Common Stock, the price per
share shall be $0.15 and the holder of such shares of Common Stock shall have
piggyback registration rights with respect to such shares.

    


    (b)            Redemption Option Upon
Triggering Event.  In addition to all other rights of the holders of
Series C Preferred Stock contained herein, after a Triggering Event (as defined
below), each holder of Series C Preferred Stock shall have the right, at such
holder's option, to require the Company to redeem all or a portion of such
holder's shares of Series C Preferred Stock at a price per share of Series C
Preferred Stock equal to $1.50, plus any liquidated damages (the “Triggering
Event Redemption Price”; and, collectively with the Major Transaction
Redemption Price, the “Redemption
Price”).  In such event, the holder shall have the sole option
to require the Company to pay the Triggering Event Redemption Price either in
cash or shares of Common Stock.  If the holder elects to receive the
Triggering Event Redemption Price in shares of Common Stock in accordance with
this Section
8(b), the price per share shall be $0.15 and the holder of such shares of
Common Stock shall have piggyback registration rights with respect to such
shares.

    


    (c)           Major Transaction.
 A “Major
Transaction” shall be deemed to have occurred at such time as any of the
following events:

    


    (i)           the
consolidation, merger or other business combination of the Company with or into
another person (other than (A) pursuant to a migratory merger effected solely
for the purpose of changing the jurisdiction of incorporation of the Company or
(B) a consolidation, merger or other business combination in which holders of
the Company's voting power immediately prior to the transaction continue after
the transaction to hold, directly or indirectly, the voting power of the
surviving entity or entities necessary to elect a majority of the members of the
board of directors (or their equivalent if other than a corporation) of such
entity or entities).

    


    (ii)           the
sale or transfer of more than 50% of the Company's assets other than inventory
in the ordinary course of business in one or a related series of transactions;
or

    


    (iii)           closing
of a purchase, tender or exchange offer made to the holders of more than fifty
percent (50%) of the outstanding shares of Common Stock in which more than fifty
percent (50%) of the outstanding shares of Common Stock were tendered and
accepted.

    


    (iv)           a
change in more than fifty percent (50%) of the current members of the Company’s
Board of Directors as of the Issuance Date.

    


    (d)           Triggering Event.
 A “Triggering
Event” shall be deemed to have occurred at such time as any of the
following events:


    
      
         


      

      
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    (i)           so
long as any shares of Series C Preferred Stock are outstanding, the
effectiveness of the Registration Statement, after it becomes effective, (i)
lapses for any reason (including, without limitation, the issuance of a stop
order) and such lapse continues for a period of twenty (20) consecutive trading
days, or (ii) is unavailable to the holder of the Series C Preferred Stock for
sale of the shares of Common Stock, and such lapse or unavailability continues
for a period of twenty (20) consecutive trading days, and the shares of Common
Stock into which such holder's Series C Preferred Stock can be converted cannot
be sold in the public securities market pursuant to Rule 144(k); provided that the cause of
such lapse or unavailability is not due to factors primarily within the control
of such holder of Series C Preferred Stock; and further provided that a
Triggering Event shall not have occurred if an to the extent the Company has
exercised its rights set forth in Section 3(n) of the Registration Rights
Agreement between the Holders and the Company.

    


    (ii)           the
suspension from listing, without subsequent listing on any one of, or the
failure of the Common Stock to be listed on at least one of, the OTC Bulletin
Board, the Nasdaq National Market, the Nasdaq Capital Market, the New York Stock
Exchange, Inc. or the American Stock Exchange, Inc., for a period of ten (10)
consecutive trading days;

    


    (iii)           the
Company's notice to any holder of Series C Preferred Stock, including by way of
public announcement, at any time, of its inability to comply (including for any
of the reasons described in Section
9) or its intention not to comply with proper requests for conversion of
any Series C Preferred Stock into shares of Common Stock;

    


    (iv)           the
Company's failure to comply with a Conversion Notice tendered in accordance with
the provisions of this Certificate of Designation within five (5) business days
after the receipt by the Company of the Conversion Notice and the Preferred
Stock Certificates;

    


    (v)           the
Company deregisters its shares of Common Stock and as a result such shares of
Common Stock are no longer publicly traded;

    


    (vi)           the
Company consummates a “going private” transaction and as a result the Common
Stock is no longer registered under Sections 12(b) or 12(g) of the Securities
Exchange Act of 1934, as amended; or

    


    (vii)           the
Company breaches any representation, warranty, covenant or other term or
condition of the Exchange Agreement, this Certificate of Designation or any
other agreement, document, certificate or other instrument delivered in
connection with the transactions contemplated thereby or hereby, except to the
extent that such breach would not have a Material Adverse Effect (as defined in
the Exchange Agreement) and except, in the case of a breach of a covenant which
is curable, only if such breach continues for a period of a least twenty (20)
business days.

    


    (e)           Mechanics of Redemption at
Option of Holder Upon Major Transaction.  No sooner than fifteen
(15) days nor later than ten (10) days prior to the consummation of a Major
Transaction, but in no event prior to the public announcement of such Major
Transaction, the Company shall deliver written notice thereof via facsimile and
overnight courier (“Notice of
Major Transaction”) to each holder of Series C Preferred Stock.  At
any time after receipt of a Notice of Major Transaction (or, in the event a
Notice of Major Transaction is not delivered at least ten (10) days prior to a
Major Transaction, at any time during the ten (10) day period prior to a Major
Transaction), the holder of Series C Preferred Stock then outstanding may
require the Company to redeem, effective immediately prior to the consummation
of such Major Transaction, all or any portion of the holder's Series C Preferred
Stock then outstanding by delivering written notice thereof via facsimile, and
overnight courier (“Notice of
Redemption at Option of Holder Upon Major Transaction”) to the Company,
which Notice of Redemption at Option of Holder Upon Major Transaction shall
indicate (i) the number of shares of Series C Preferred Stock that such holder
is electing to redeem and (ii) the applicable Major Transaction Redemption
Price, as calculated pursuant to Section
8(a) above.


    
      
         


      

      
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    (f)           Mechanics of Redemption at
Option of Holder Upon Triggering
Event.  Within three (3) business days after the Company obtains
knowledge of the occurrence of a Triggering Event, the Company shall deliver
written notice thereof via facsimile and overnight courier (“Notice of
Triggering Event”) to each holder of Series C Preferred Stock.  At
any time after the earlier of a holder's receipt of a Notice of Triggering Event
and such holder becoming aware of a Triggering Event, any holder of Series C
Preferred Stock then outstanding may require the Company to redeem all or a
portion of the Series C Preferred Stock by delivering written notice thereof via
facsimile and overnight courier (“Notice of
Redemption at Option of Holder Upon
Triggering Event”) to the Company, which Notice of Redemption at Option
of Holder Upon Triggering Event shall indicate (i) the number of shares of
Series C Preferred Stock that such holder is electing to redeem and (ii) the
applicable Triggering Event Redemption Price, as calculated pursuant to Section
8(b) above. The Holder shall only be permitted to require the Company to
redeem the Series C Preferred Stock pursuant to this Section for the greater of
a period of ten (10) days after receipt by the Holder of a Notice of Triggering
Event or for so long as such Triggering Event is continuing.

    


    (g)           Payment of Redemption
Price.  Upon the Company's receipt of a Notice(s) of Redemption at
Option of Holder Upon Triggering Event or a Notice(s) of Redemption at Option of
Holder Upon Major Transaction from any holder of Series C Preferred Stock, the
Company shall immediately notify each holder of Series C Preferred Stock by
facsimile within two (2) business days of the Company's receipt of such
Notice(s) of Redemption at Option of Holder Upon Triggering Event or Notice(s)
of Redemption at Option of Buyer Upon Major Transaction and each holder which
has sent such a notice shall promptly thereafter submit to the Company such
holder's Preferred Stock Certificates which such holder has elected to have
redeemed.  In connection therewith, the holder shall have the sole option
to require the Company to pay the Redemption Price either in cash or shares of
Common Stock in accordance with Sections
8(a) and (b) and Section
9 of this Certificate of Designation.  The Company shall
deliver the applicable Major Transaction Redemption Price immediately prior to
the consummation of the Major Transaction; provided that a holder's
Preferred Stock Certificates shall have been so delivered to the Company; provided further that if the
Company is unable to redeem all of the Series C Preferred Stock to be redeemed,
the Company shall redeem an amount from each holder of Series C Preferred Stock
being redeemed equal to such holder's pro-rata amount of all Series C Preferred
Stock being redeemed.  If the Company shall fail to redeem all of the
Series C Preferred Stock submitted for redemption (other than pursuant to a
dispute as to the arithmetic calculation of the Redemption Price), in addition
to any remedy such holder of Series C Preferred Stock may have under this
Certificate of Designation and the Exchange Agreement, the applicable Redemption
Price payable in respect of such unredeemed Series C Preferred Stock shall bear
interest at the rate of 2.0% per month (prorated for partial months) until paid
in full.  Until the Company pays such unpaid applicable Redemption Price in
full to a holder of shares of Series C Preferred Stock submitted for redemption,
such holder shall have the option (the “Void
Optional Redemption Option”) to, in lieu of redemption, require the
Company to promptly return to such holder(s) all of the shares of Series C
Preferred Stock that were submitted for redemption by such holder(s) under this
Section
8 and for which the applicable Redemption Price has not been paid, by
sending written notice thereof to the Company via facsimile (the “Void
Optional Redemption Notice”).  Upon the Company's receipt of such
Void Optional Redemption Notice(s) and prior to payment of the full applicable
Redemption Price to such holder, (i) the Notice(s) of Redemption at Option of
Buyer Upon Major Transaction or Notice of Redemption at Option of Buyer Upon
Triggering Event shall be null and void with respect to those shares of Series C
Preferred Stock submitted for redemption and for which the applicable Redemption
Price has not been paid and (ii) the Company shall immediately return any Series
C Preferred Stock submitted to the Company by each holder for redemption under
this Section
8(d) and for which the applicable Redemption Price has not been paid and
(iii) the Conversion Ratio of such returned shares of Series C Preferred Stock
shall be adjusted to the lesser of (A) the Conversion Price, if applicable, and
(B) the lowest Closing Bid Price during the period beginning on the date on
which the Notice(s) of Redemption at Option of Buyer Upon Major Transaction or
Notice of Redemption at Option of Buyer Upon Triggering Event is delivered to
the Company and ending on the date on which the Void Optional Redemption
Notice(s) is delivered to the Company; provided that no adjustment
shall be made if such adjustment would result in a reduction to the Conversion
Ratio then in effect.  A holder's delivery of a Void Optional Redemption
Notice and exercise of its rights following such notice shall not effect the
Company's obligations to make any payments which have accrued prior to the date
of such notice other than interest payments.  Payments provided for in this
Section
8 shall have priority to payments to other stockholders in connection
with a Major Transaction or Triggering Event.


    
      
         


      

      
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    (h)           Piggyback Registration
Rights.  If the Redemption Price upon the occurrence of a Major
Transaction or a Triggering Event is paid in shares of Common Stock and such
shares have not been previously registered on a registration statement under the
Securities Act, a holder of Series C Preferred Stock may make a written request
for registration under the Securities Act pursuant to this Section
8(h) of all of its shares of Common Stock issued upon such Major
Transaction or Triggering Event pursuant to piggyback registration rights.
 At any time when there is not an effective Registration Statement covering
such shares and the Company shall determine to prepare and file with the
Commission a registration statement relating to an offering for its own account
or the account of others under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then equivalents relating to equity securities to be
issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with stock option or other employee
benefit plans, the Company shall send to each Holder of such shares written
notice of such determination and, if within thirty (30) days after receipt of
such notice, or within such shorter period of time as may be specified by the
Company in such written notice as may be necessary for the Company to comply
with its obligations with respect to the timing of the filing of such
registration statement, any such Holder shall so request in writing, the Company
will cause the registration under the Securities Act of all such shares which
the Company has been so requested to register by the Holder, to the extent
requisite to permit the disposition of the registrable securities so to be
registered; provided
that if at any time after giving written notice of its intention to register any
securities and prior to the effective date of the registration statement filed
in connection with such registration, the Company shall determine for any reason
not to register or to delay registration of such securities, the Company may, at
its election, give written notice of such determination to such Holder and,
thereupon, (i) in the case of a determination not to register, shall be relieved
of its obligation to register any registrable securities in connection with such
registration and (ii) in the case of a determination to delay registering, shall
be permitted to delay registering any registrable securities being registered
pursuant to this Section
8(h) for the same period as the delay in registering such other
securities. The Company shall include in such registration statement all or any
part of such registrable securities such Holder requests to be registered; provided, however, that the
Company shall not be required to register any Registrable Securities pursuant to
this Section
8(h) that are eligible for sale pursuant to Rule 144(k) of the Securities
Act.

    


    9.           Inability to Fully
Convert

    


    (a)           Holder's Option if Company
Cannot Fully Convert.  If, upon the Company's receipt of a
Conversion Notice or on the Mandatory Conversion Date, the Company cannot issue
shares of Common Stock registered for resale under the Registration Statement
for any reason, including, without limitation, because the Company (w) does not
have a sufficient number of shares of Common Stock authorized and available, (x)
is otherwise prohibited by applicable law or by the rules or regulations of any
stock exchange, interdealer quotation system or other self-regulatory
organization with jurisdiction over the Company or its securities from issuing
all of the Common Stock which is to be issued to a holder of Series C Preferred
Stock pursuant to a Conversion Notice or (y) subsequent to the effective date of
the Registration Statement, fails to have a sufficient number of shares of
Common Stock registered for resale under the Registration Statement, then the
Company shall issue as many shares of Common Stock as it is able to issue in
accordance with such holder's Conversion Notice and pursuant to Section
5(b)(ii) above and, with respect to the unconverted Series C Preferred
Stock, the holder, solely at such holder's option, can elect, within five (5)
business days after receipt of notice from the Company thereof
to:


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    


    (i)           require
the Company to redeem from such holder those Series C Preferred Stock for which
the Company is unable to issue Common Stock in accordance with such holder's
Conversion Notice (“Mandatory
Redemption”) at a price per share equal to the Major Transaction
Redemption Price as of such Conversion Date (the “Mandatory
Redemption Price”).  In such event, the holder shall have the
sole option to require the Company to pay the Mandatory Redemption Price either
in cash or shares of Common Stock;

    


    (ii)          if
the Company's inability to fully convert Series C Preferred Stock is pursuant to
Section
9(a)(y) above, require the Company to issue restricted shares of Common
Stock in accordance with such holder's Conversion Notice and pursuant to Section
5(b)(ii) above;

    


    (iii)         void
its Conversion Notice and retain or have returned, as the case may be, the
shares of Series C Preferred Stock that were to be converted pursuant to such
holder's Conversion Notice (provided that a holder's
voiding its Conversion Notice shall not effect the Company's obligations to make
any payments which have accrued prior to the date of such notice);
or

    


    (iv)         exercise
its Buy-In rights pursuant to and in accordance with the terms and provisions of
Section
5(b)(vi) hereof.

    


    (b)           Mechanics of Fulfilling
Holder's Election.  Upon receipt of a facsimile copy of a Conversion
Notice from such holder which cannot be fully satisfied as described in Section
9(a) above, the Company shall within two (2) Trading Days send via
facsimile to the Holder a notice of the Company's inability to fully satisfy
such holder's Conversion Notice (the “Inability
to Fully Convert Notice”).  Such Inability to Fully Convert Notice
shall indicate (i) the reason why the Company is unable to fully satisfy such
holder's Conversion Notice, (ii) the number of Series C Preferred Stock which
cannot be converted and (iii) the applicable Mandatory Redemption Price.
 Such holder shall notify the Company of its election pursuant to Section
9(a) above by delivering written notice via facsimile to the Company
(“Notice in
Response to Inability to Convert”).

    


    (c)           Payment of Redemption
Price.  If such holder shall elect to have its shares redeemed
pursuant to Section
9(a)(i) above, the Company shall pay the Mandatory Redemption Price to
such holder within thirty (30) days of the Company's receipt of the holder's
Notice in Response to Inability to Convert; provided that prior to the
Company's receipt of the holder's Notice in Response to Inability to Convert the
Company has not delivered a notice to such holder stating, to the satisfaction
of the holder, that the event or condition resulting in the Mandatory Redemption
has been cured and all Conversion Shares issuable to such holder can and will be
delivered to the holder in accordance with the terms of Section
5(b)(ii).  If the Company shall fail to pay the applicable Mandatory
Redemption Price to such holder on a timely basis as described in this Section
9(c) (other than pursuant to a dispute as to the determination of the
arithmetic calculation of the Redemption Price), in addition to any remedy such
holder of Series C Preferred Stock may have under this Certificate of
Designation and the Exchange Agreement, such unpaid amount shall bear interest
at the rate of 2.0% per month (prorated for partial months) until paid in full.
 Until the full Mandatory Redemption Price is paid in full to such holder,
such holder may (i) void the Mandatory Redemption with respect to those Series C
Preferred Stock for which the full Mandatory Redemption Price has not been paid,
(ii) receive back such Series C Preferred Stock, and (iii) if applicable require
that the Conversion Price of such returned Series C Preferred Stock be adjusted
to the lesser of (A) the Conversion Price and (B) the lowest Closing Bid Price
during the period beginning on the Conversion Date and ending on the date the
holder voided the Mandatory Redemption.


    
      
         


      

      
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    (d)           Pro-rata Conversion and
Redemption.  In the event the Company receives a Conversion Notice
from more than one holder of Series C Preferred Stock on the same day and the
Company can convert and redeem some, but not all, of the Series C Preferred
Stock pursuant to this Section
9, the Company shall convert and redeem from each holder of Series C
Preferred Stock electing to have Series C Preferred Stock converted and redeemed
at such time an amount equal to such holder's pro-rata amount of all shares of
Series C Preferred Stock being converted and redeemed at such time.

    


    10.           Vote to
Change the Terms of or Issue Preferred Stock.  The affirmative vote
at a meeting duly called for such purpose or the written consent without a
meeting, of the holders of not less than a majority of the then outstanding
shares of Series C Preferred Stock (in addition to any other corporate approvals
then required to effect such action), shall be required (a) for any change to
this Certificate of Designation or the Company's Certificate of Incorporation
which would amend, alter, change or repeal any of the powers, designations,
preferences and rights of the Series C Preferred Stock or (b) for the issuance
of shares of Series C Preferred Stock other than pursuant to the Exchange
Agreement.

    


    11.           Lost or
Stolen Certificates.  Upon receipt by the Company of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Preferred Stock Certificates representing the shares of Series C Preferred
Stock, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the holder to the Company and, in the case of mutilation, upon
surrender and cancellation of the Preferred Stock Certificate(s), the Company
shall execute and deliver new preferred stock certificate(s) of like tenor and
date; provided,
however, that the Company shall not be obligated to re-issue Preferred
Stock Certificates if the holder contemporaneously requests the Company to
convert such shares of Series C Preferred Stock into Common Stock.

    


    12.           Remedies,
Characterizations, Other Obligations, Breaches and Injunctive Relief.
 The remedies provided in this Certificate of Designation shall be
cumulative and in addition to all other remedies available under this
Certificate of Designation, at law or in equity (including a decree of specific
performance and/or other injunctive relief); no remedy contained herein shall be
deemed a waiver of compliance with the provisions giving rise to such remedy and
nothing herein shall limit a holder's right to pursue actual damages for any
failure by the Company to comply with the terms of this Certificate of
Designation.  Amounts set forth or provided for herein with respect to
payments, conversion and the like (and the computation thereof) shall be the
amounts to be received by the holder thereof and shall not, except as expressly
provided herein, be subject to any other obligation of the Company (or the
performance thereof).  The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the holders of the Series C
Preferred Stock and that the remedy at law for any such breach may be
inadequate.  The Company therefore agrees that, in the event of any such
breach or threatened breach, the holders of the Series C Preferred Stock shall
be entitled, in addition to all other available remedies, to an injunction
restraining any breach, without the necessity of showing economic loss and
without any bond or other security being required.

    


    13.           Specific
Shall Not Limit General; Construction.  No specific provision
contained in this Certificate of Designation shall limit or modify any more
general provision contained herein.  This Certificate of Designation shall
be deemed to be jointly drafted by the Company and all initial purchasers of the
Series C Preferred Stock and shall not be construed against any person as the
drafter hereof.


    
      
         


      

      
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    14.           Failure
or Indulgence Not Waiver.  No failure or delay on the part of a
holder of Series C Preferred Stock in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.

    


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    IN WITNESS WHEREOF, the undersigned has
executed and subscribed this Certificate and does affirm the foregoing as true
this ____day of June, 2010.

    


    
      
        
          
            
              
                	 
      	
                        JUMA
      TECHNOLOGY CORP.

                      	 
	 
      	 
      	 
      	 
	 
      	
                        By:

                      	 
      	 
	 
      	 
      	
                        Name:

                      	 
	 
      	 
      	
                        Title:

                      	 


              

            

          

        

      

    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    EXHIBIT
I

    CONVERSION
NOTICE

    JUMA
TECHNOLOGY CORP.

    


    Reference
is made to the Certificate of Designation of the Relative Rights and Preferences
of the Series C Convertible Preferred Stock of Juma Technology Corp. (the “Certificate
of Designation”). In accordance with and pursuant to the Certificate of
Designation, the undersigned hereby elects to convert the number of shares of
Series C Convertible Preferred Stock, par value $0.0001 per share (the “Preferred
Shares”), of Juma Technology Corp., a Delaware corporation (the “Company”),
indicated below into shares of Common Stock, par value $0.0001 per share (the
“Common
Stock”), of the Company, by tendering the stock certificate(s)
representing the share(s) of Preferred Shares specified below as of the date
specified below.

    


    Date of
Conversion:                                                                                                                                          
               


    Number of
Preferred Shares to be converted:                                                                                          
     
         
         

    Stock
certificate no(s). of Preferred Shares to be converted:                                                                  
              
          


    The
Common Stock have been sold pursuant to a Registration Statement:
YES   ̈
NO   ̈.

    


    Please
confirm the following information:

    


    Conversion
Ratio:                                                                                                                                                            

    Number of
shares of Common Stock to be issued:                                                                                                          

    Number of
shares of Common Stock beneficially owned or deemed beneficially owned by the
Holder on the Date of Conversion:                                                                                                                                                              
       

    


    Please
issue the Common Stock into which the Preferred Shares are being converted and,
if applicable, any check drawn on an account of the Company in the following
name and to the following address:

    


    
      
        
          
            
              
                
                  
                    	
                            Issue
      to:

                          	 
      	 
      
	 
      	 
      	 
      
	 
      	
                            Facsimile
      No.:

                          	 
      


                  

                

              

            

          

        

      

    

    


    
      
        
          
            	
                    Authorization:

                  	 
      


          

        

      

    

    


    
      
        
          
            
              
                	
                        By:

                      	 
      
	
                        Title:

                      	 
      
	
                        Dated:  

                      	 
      


              

            

          

        

      

    


    
      
         


      

      
        18