Warrant Shares Uses in Piggyback Registration Rights Clause

Piggyback Registration Rights from Warrant

THIS REPRESENTATIVES WARRANT (the Warrant) certifies that, for value received, Maxim Partners LLC or its assigns (the Holder) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 180 days from the effective date (the Initial Exercise Date) of the Companys registration statement No. 333-195378 (the Registration Statement) and on or prior to the close of business on the five (5) year anniversary of the effective date of the Registration Statement (the Termination Date) but not thereafter, to subscribe for and purchase from ContraFect Corporation, a Delaware corporation (the Company), up to 206,410 shares (as subject to adjustment hereunder, the Warrant Shares) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such piggyback registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the Termination Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) days following receipt of such notice (a Piggyback Registration). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof unless, in the reasonable judgment of the Company and the managing underwriters, the inclusion of the Warrant Shares in the Registration Statement would materially impair the Companys or the selling stockholders ability to sell all of the shares otherwise included in such registration statement. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.

Piggyback Registration Rights from Common Stock Purchase Warrant

Vermillion, Inc., a Delaware corporation (the "Company"), for value received, hereby certifies that Liolios Group, Inc., a California corporation, or its registered assigns (the "Registered Holder"), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or before 5:00 p.m. (New York City time) on October 31, 2015 (subject to adjustment as set forth in Section 8, the "Expiration Date"), Twenty-One Thousand (21,000) shares of Common Stock, $0.001 par value per share, of the Company ("Common Stock"), at a purchase price of $3.89 per share. The shares purchasable upon exercise of this Common Stock Purchase Warrant (this "Warrant"), and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase Price," respectively. This Warrant is one of a contemplated series of warrants (collectively, the "Comp

Piggyback Registration Rights. If at any time the Company shall determine to file with the Securities and Exchange Commission a Registration Statement relating to an offering for its own account or the account of others of any its Common Stock (other than on Form S-4 or Form S-8 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 and other than the Company's Registration Statements on Form S-1 currently on file with the Securities and Exchange Commission), the Company shall send to the Registered Holder written notice of such determination and, unless objected to in writing by the Registered Holder by written notice delivered to the Company within five (5) days after the date of such notice from the Company, the Company shall include in such Registration Statement all of the Warrant Shares held by the Registered Holder, except that if, in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Warrant Shares held by such Registered Holder as the underwriter(s) shall permit; provided that, notwithstanding the foregoing, the Company shall include the Registered Holder's Warrant Shares in such Registration Statement only the Registered Holder furnishes to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders within five (5) days after the Registered Holder's receipt of such questionnaire from the Company. Any exclusion of Warrant Shares shall be made pro rata among the Registered Holder and other securityholders of the Company with "piggyback" registration rights seeking to include shares of Common Stock in proportion to the number of shares of Common Stock sought to be included by the Registered Holder and such other securityholders, as applicable. If an offering in connection with which the Registered Holder is entitled to registration under this Section 8 is an underwritten offering and the Registered Holder's Warrant Shares are included in the Registration Statement, then the Registered Holder shall, unless otherwise agreed by the Company in writing, offer and sell such Warrant Shares in an underwritten offering using the same underwriter(s) and on the same terms and conditions as other shares of Common Stock included in such underwritten offering.

Piggyback Registration Rights from Common Stock Purchase Warrant

Vermillion, Inc., a Delaware corporation (the "Company"), for value received, hereby certifies that Liolios Group, Inc., a California corporation, or its registered assigns (the "Registered Holder"), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or before 5:00 p.m. (New York City time) on April 30, 2015 (subject to adjustment as set forth in Section 8, the "Expiration Date"), Twenty-One Thousand (21,000) shares of Common Stock, $0.001 par value per share, of the Company ("Common Stock"), at a purchase price of $1.88 per share. The shares purchasable upon exercise of this Common Stock Purchase Warrant (this "Warrant"), and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase Price," respectively. This Warrant is one of a contemplated series of warrants (collectively, the "Compan

Piggyback Registration Rights. If at any time the Company shall determine to file with the Securities and Exchange Commission a Registration Statement relating to an offering for its own account or the account of others of any its Common Stock (other than on Form S-4 or Form S-8 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 and other than the Company's Registration Statements on Form S-1 currently on file with the Securities and Exchange Commission), the Company shall send to the Registered Holder written notice of such determination and, unless objected to in writing by the Registered Holder by written notice delivered to the Company within five (5) days after the date of such notice from the Company, the Company shall include in such Registration Statement all of the Warrant Shares held by the Registered Holder, except that if, in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Warrant Shares held by such Registered Holder as the underwriter(s) shall permit; provided that, notwithstanding the foregoing, the Company shall include the Registered Holder's Warrant Shares in such Registration Statement only the Registered Holder furnishes to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders within five (5) days after the Registered Holder's receipt of such questionnaire from the Company. Any exclusion of Warrant Shares shall be made pro rata among the Registered Holder and other securityholders of the Company with "piggyback" registration rights seeking to include shares of Common Stock in proportion to the number of shares of Common Stock sought to be included by the Registered Holder and such other securityholders, as applicable. If an offering in connection with which the Registered Holder is entitled to registration under this Section 8 is an underwritten offering and the Registered Holder's Warrant Shares are included in the Registration Statement, then the Registered Holder shall, unless otherwise agreed by the Company in writing, offer and sell such Warrant Shares in an underwritten offering using the same underwriter(s) and on the same terms and conditions as other shares of Common Stock included in such underwritten offering.

Piggyback Registration Rights from Common Stock Purchase Warrant

Vermillion, Inc., a Delaware corporation (the "Company"), for value received, hereby certifies that Liolios Group, Inc., a California corporation, or its registered assigns (the "Registered Holder"), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or before 5:00 p.m. (New York City time) on April 30, 2016 (subject to adjustment as set forth in Section 8, the "Expiration Date"), Twenty-One Thousand (21,000) shares of Common Stock, $0.001 par value per share, of the Company ("Common Stock"), at a purchase price of $4.70 per share. The shares purchasable upon exercise of this Common Stock Purchase Warrant (this "Warrant"), and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase Price," respectively. This Warrant is one of a contemplated series of warrants (collectively, the "Compan

Piggyback Registration Rights. If at any time the Company shall determine to file with the Securities and Exchange Commission a Registration Statement relating to an offering for its own account or the account of others of any its Common Stock (other than on Form S-4 or Form S-8 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 and other than the Company's Registration Statements on Form S-1 currently on file with the Securities and Exchange Commission), the Company shall send to the Registered Holder written notice of such determination and, unless objected to in writing by the Registered Holder by written notice delivered to the Company within five (5) days after the date of such notice from the Company, the Company shall include in such Registration Statement all of the Warrant Shares held by the Registered Holder, except that if, in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Warrant Shares held by such Registered Holder as the underwriter(s) shall permit; provided that, notwithstanding the foregoing, the Company shall include the Registered Holder's Warrant Shares in such Registration Statement only the Registered Holder furnishes to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders within five (5) days after the Registered Holder's receipt of such questionnaire from the Company. Any exclusion of Warrant Shares shall be made pro rata among the Registered Holder and other securityholders of the Company with "piggyback" registration rights seeking to include shares of Common Stock in proportion to the number of shares of Common Stock sought to be included by the Registered Holder and such other securityholders, as applicable. If an offering in connection with which the Registered Holder is entitled to registration under this Section 8 is an underwritten offering and the Registered Holder's Warrant Shares are included in the Registration Statement, then the Registered Holder shall, unless otherwise agreed by the Company in writing, offer and sell such Warrant Shares in an underwritten offering using the same underwriter(s) and on the same terms and conditions as other shares of Common Stock included in such underwritten offering.

Piggyback Registration Rights from Common Stock Purchase Warrant

Vermillion, Inc., a Delaware corporation (the "Company"), for value received, hereby certifies that Liolios Group, Inc., a California corporation, or its registered assigns (the "Registered Holder"), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or before 5:00 p.m. (New York City time) on October 31, 2014 (subject to adjustment as set forth in Section 8, the "Expiration Date"), Twenty-One Thousand (21,000) shares of Common Stock, $0.001 par value per share, of the Company ("Common Stock"), at a purchase price of $1.93 per share. The shares purchasable upon exercise of this Common Stock Purchase Warrant (this "Warrant"), and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase Price," respectively. This Warrant is one of a contemplated series of warrants (collectively, the "Comp

Piggyback Registration Rights. If at any time the Company shall determine to file with the Securities and Exchange Commission a Registration Statement relating to an offering for its own account or the account of others of any its Common Stock (other than on Form S-4 or Form S-8 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 and other than the Company's Registration Statements on Form S-1 currently on file with the Securities and Exchange Commission), the Company shall send to the Registered Holder written notice of such determination and, unless objected to in writing by the Registered Holder by written notice delivered to the Company within five (5) days after the date of such notice from the Company, the Company shall include in such Registration Statement all of the Warrant Shares held by the Registered Holder, except that if, in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Warrant Shares held by such Registered Holder as the underwriter(s) shall permit; provided that, notwithstanding the foregoing, the Company shall include the Registered Holder's Warrant Shares in such Registration Statement only the Registered Holder furnishes to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders within five (5) days after the Registered Holder's receipt of such questionnaire from the Company. Any exclusion of Warrant Shares shall be made pro rata among the Registered Holder and other securityholders of the Company with "piggyback" registration rights seeking to include shares of Common Stock in proportion to the number of shares of Common Stock sought to be included by the Registered Holder and such other securityholders, as applicable. If an offering in connection with which the Registered Holder is entitled to registration under this Section 8 is an underwritten offering and the Registered Holder's Warrant Shares are included in the Registration Statement, then the Registered Holder shall, unless otherwise agreed by the Company in writing, offer and sell such Warrant Shares in an underwritten offering using the same underwriter(s) and on the same terms and conditions as other shares of Common Stock included in such underwritten offering.

Piggyback Registration Rights from Warrant

THIS REPRESENTATIVES WARRANT (the Warrant) certifies that, for value received, Maxim Partners LLC or its assigns (the Holder) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 180 days from the effective date (the Initial Exercise Date) of the Companys registration statement No. 333-195378 (the Registration Statement) and on or prior to the close of business on the five (5) year anniversary of the effective date of the Registration Statement (the Termination Date) but not thereafter, to subscribe for and purchase from ContraFect Corporation, a Delaware corporation (the Company), up to [ ] shares (as subject to adjustment hereunder, the Warrant Shares) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such piggyback registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the Termination Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) days following receipt of such notice (a Piggyback Registration). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof unless, in the reasonable judgment of the Company and the managing underwriters, the inclusion of the Warrant Shares in the Registration Statement would materially impair the Companys or the selling stockholders ability to sell all of the shares otherwise included in such registration statement. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.

Piggyback Registration Rights from Note and Warrant Purchase Agreement

This NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement") is dated as of January 13, 2011 by and among Juma Technology Corp., a Delaware corporation (the "Company"), and each of the Purchasers whose names are set forth on Exhibit A hereto (individually, a "Purchaser" and collectively, the "Purchasers").

Piggyback Registration Rights. If at any time the Company shall determine to prepare and file with the Commission a registration statement (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 the Notes and Warrants 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 (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any), the Company will cause the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Warrant Shares 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 Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 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 Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company).

Piggyback Registration Rights from Note and Warrant Purchase Agreement

This NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement") is dated as of December 30, 2010 by and among Juma Technology Corp., a Delaware corporation (the "Company"), and each of the Purchasers whose names are set forth on Exhibit A hereto (individually, a "Purchaser" and collectively, the "Purchasers").

Piggyback Registration Rights. If at any time the Company shall determine to prepare and file with the Commission a registration statement (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 the Notes and Warrants 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 (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any), the Company will cause the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Warrant Shares 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 Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 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 Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company).

Piggyback Registration Rights from Bridge Note and Warrant Purchase Agreement

This Bridge Note and Warrant Purchase Agreement (this "Agreement"), dated as of October 13, 2010, is made by and among Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (the "Company"), and the investors identified on Annex I (the "Bridge Investors"; the Bridge Investors are each individually referred to herein as a "Bridge Investor").

Piggyback Registration Rights. If at any time during the period from the Closing Date until the date on which all the Warrant Shares may be sold pursuant to Rule 144 (it being assumed that the Bridge Investors will utilize the cashless exercise feature contained in the Warrant), other than due to the Bridge Investor qualifying as an affiliate of the Company within the meaning of Rule 144, the Company shall determine to prepare and file with the SEC 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 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, then the Company shall send to the each Bridge Investor written n otice of such determination at least fifteen (15) days before the filing of the registration statement and if, within ten (10) days after receipt of such notice, any such Bridge Investor shall so request in writing, the Company shall use its commercially reasonable best efforts to include in such registration statement all or any part of the Warrant Shares such Bridge Investor requests to be registered, subject to the Bridge Investor furnishing the Company all information specified in Item 507 and/or 508 of Regulation S-K, as applicable, of the Securities Act for use in connection with any registration statement, or prospectus or preliminary prospectus included therein, required from each Bridge Investor for use in connection with the registration statement. Bridge Investor hereby agrees to maintain the confidentiality of the Company's notification and the information contained therein for purposes of Regulation FD until such time as the registration statement is filed. In the event of a registration of the Warrant Shares under the Securities Act pursuant to this Agreement, each Bridge Investor will indemnify and hold harmless the Company, and its officers, directors and controlling persons, against any and all losses, claims, damages or liabilities ("Losses") to which the Company or such Persons may become subject under the Securities Act or otherwise, insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact in the registration statement under which such Warrant Shares were registered under the Securities Act pursuant to this Agreement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such person for any reasonable legal or other expenses incurred b y them in connection with investigating or defending any such Losses. Notwithstanding the foregoing, if the Company's proposed registration of equity securities hereunder is, in whole or in part, an underwritten public offering, and the managing underwriter of such proposed registration determines and advises in writing that the inclusion of all the Warrant Shares proposed to be included in the underwritten public offering, together with any other issued and outstanding shares of the Company's common stock proposed to be included therein (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the Company's securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, and (ii) second, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Company, and (B) one-half (1/2) by the Warrant Shares proposed to be included in such registration by the Bridge Investor, on a pro rata basis, based upon the number of Warrant Shares then held by each such Bridge Investor. The shares of the Company's common stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed ninety (90) days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offering. Notwithstanding anything to the contrary contained herein, the amount of Warrant Shares required to be included in the initial registration statement as described in this Section 5.2 shall be equal to the lesser of (a) the amount of Warrant Shares that the Bridge Investors request to have so registered pursuant to this Section 8 and (b) the maximum amount of Warrant Shares which may be included in a regist

Piggyback Registration Rights from Note and Warrant Purchase Agreement

This NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement") is dated as of August 6, 2010 by and among Juma Technology Corp., a Delaware corporation (the "Company"), and each of the Purchasers whose names are set forth on Exhibit A hereto (individually, a "Purchaser" and collectively, the "Purchasers").

Piggyback Registration Rights. If at any time the Company shall determine to prepare and file with the Commission a registration statement (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 the Notes and Warrants 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 (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any), the Company will cause the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Warrant Shares 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 Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 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 Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company).