Common use of Right of First Refusal and Co-Sale Clause in Contracts

Right of First Refusal and Co-Sale. 2.1 Senior Investor Right of First Refusal; Senior Investor Co-Sale Right. (a) Senior Investor Right of First Refusal. If an Investor proposes to sell, pledge, or otherwise transfer any of the Company’s Preference Shares now owned or subsequently acquired by such Investor or any interest therein (the “Investor Sale Shares,” and such Investor, the “Selling Investor”) to any person or entity, then holders of Series E Shares, Series F Shares and Series G Shares (each a “Senior Investor,” and collectively, the “Senior Investors”) shall have a right of first refusal (the “Senior Investor ROFR”) to purchase some or all of the Investor Sale Shares. The Selling Investor shall give a written notice to the Company and the Senior Investors describing fully the proposed transfer including the number of Investor Sale Shares, the proposed transfer price, the name and address of the proposed transferee (the “ROFR Notice”). The ROFR Notice shall be signed both by the Selling Investor and by the proposed transferee and must constitute a binding commitment of both such parties for the transfer of the Investor Sale Shares. Each Senior Investor shall have 20 business days after the date the ROFR Notice is delivered in which to purchase up to its Senior Investor Pro Rata Share (as defined below) of the Investor Sale Shares subject to the ROFR Notice on the same terms and conditions as set forth therein. The Senior Investors shall exercise this right by delivery of a notice of exercise (the “ROFR Exercise Notice”) to the Selling Investor within 20 business days after the date the ROFR Notice is delivered. The ROFR Exercise Notice shall indicate the number of Investor Sale Shares (which may be some or all of a Senior Investor’s Senior Investor Pro Rata Share) the Senior Investors wish to purchase pursuant to this Senior Investor ROFR. To the extent the Senior Investors exercise their Senior Investor ROFR in accordance with the terms and conditions set forth herein, the number of Investor Sale Shares that the Selling Investor may sell to the proposed transferee in the transaction shall be correspondingly reduced. In the event of any Senior Investor not exercising its Senior Investor ROFR in respect of all of its Senior Investor Pro Rata Share of the Investor Sale Shares, the Investor Sale Shares not purchased by such Senior Investor shall be offered by the Selling Investor proportionately to the other Senior Investors who have exercised their respective Senior Investor ROFR in full (and who have indicated in their ROFR Exercise Notice their willingness to purchase any unaccepted Investor Sale Shares) and such offer shall specify a period of 20 business days within which such offer if not accepted will be deemed declined. For purposes of this Section 2.1(a), a Senior Investor’s “Senior Investor Pro Rata Share” shall be that proportion that the number of Ordinary Shares issued or issuable upon conversion of the Preference Shares held by such Senior Investor bears to the total number of Ordinary Shares issued or issuable upon conversion of the Preference Shares held by all Senior Investors (excluding the Preference Shares held by the Selling Investor, if the Selling Investor is a Senior Investor).

Right of First Refusal and Co-Sale. 2.1 Senior Investor Right of First Refusal; Senior Investor Co-Sale Right. (a) Senior Investor Right of First Refusal. If an Investor proposes Except for transfer to sell, pledge, or otherwise transfer any of the Company’s Preference Shares now owned or subsequently acquired by such Investor or any interest therein (the “Investor Sale Shares,” and such Investoraffiliates, the “Selling Investor”) to any person or entity, then holders of Series E Shares, Series F Shares Company first and Series G Shares (each a “Senior Investor,” and collectively, the “Senior Investors”) shall existing investors second have a right of first refusal (with respect to any shares proposed to be sold by Stratec. Before Stratec may sell any shares of Series A-3 Preferred Stock, they will give the “Senior Investor ROFR”) investors an opportunity to purchase some or all participate in such sale. Take along rights: Stratec will enter into an agreement that if the Board of Directors and a majority of the Investor Sale Shares. The Selling Investor shall give a written notice to the Company and the Senior Investors describing fully the proposed transfer including the number of Investor Sale Shares, the proposed transfer price, the name and address holders of the proposed transferee Series A-1 and A-2 Preferred Stock (or the “ROFR Notice”). The ROFR Notice shall be signed both by Common Stock received on conversion of such Series A-1 or A-2 Preferred Stock) agree to sell their shares to an entity or person not affiliated with the Selling Investor and by the proposed transferee and must constitute a binding commitment sellers, Stratec will sell their shares to such entity of both such parties for the transfer of the Investor Sale Shares. Each Senior Investor shall have 20 business days after the date the ROFR Notice is delivered in which to purchase up to its Senior Investor Pro Rata Share (as defined below) of the Investor Sale Shares subject to the ROFR Notice person on the same terms and conditions as set forth thereinconditions. The Senior Investors shall exercise this right THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. No. W-[ ] This Warrant is issued by delivery of Quanterix Corporation, a notice of exercise Delaware corporation (the “ROFR Exercise NoticeCompany”), pursuant to the terms of that certain STRATEC Development Services and Equity Participation Agreement (the “Development Agreement”) dated August 15, 2011 by and between the Company and Stratec Biomedical Systems AG, a stock corporation formed under the laws of the Federal Republic of Germany (the “Holder”). The Holder is entitled, subject to the Selling Investor within 20 business days after terms set forth below, to purchase from the date Company any time or from time to time during the ROFR Notice Exercise Period (as hereinafter defined) that number of fully paid and nonassessable shares of Series A-3 Preferred Stock (as hereinafter defined) as is deliveredequal to the Warrant Number (as hereinafter defined), at a purchase price per share as shall be equal to the Purchase Price (as hereinafter defined) in effect at the time of the exercise of this Series A-3 Preferred Stock Purchase Warrant (the “Warrant”). The ROFR Exercise Notice shall indicate Purchase Price is subject to adjustment as provided in this Warrant. As used herein the number of Investor Sale Shares (which may be some or all of a Senior Investor’s Senior Investor Pro Rata Share) following terms, unless the Senior Investors wish to purchase pursuant to this Senior Investor ROFR. To context otherwise requires, have the extent the Senior Investors exercise their Senior Investor ROFR in accordance with the terms and conditions set forth herein, the number of Investor Sale Shares that the Selling Investor may sell to the proposed transferee in the transaction shall be correspondingly reduced. In the event of any Senior Investor not exercising its Senior Investor ROFR in respect of all of its Senior Investor Pro Rata Share of the Investor Sale Shares, the Investor Sale Shares not purchased by such Senior Investor shall be offered by the Selling Investor proportionately to the other Senior Investors who have exercised their following respective Senior Investor ROFR in full (and who have indicated in their ROFR Exercise Notice their willingness to purchase any unaccepted Investor Sale Shares) and such offer shall specify a period of 20 business days within which such offer if not accepted will be deemed declined. For purposes of this Section 2.1(a), a Senior Investor’s “Senior Investor Pro Rata Share” shall be that proportion that the number of Ordinary Shares issued or issuable upon conversion of the Preference Shares held by such Senior Investor bears to the total number of Ordinary Shares issued or issuable upon conversion of the Preference Shares held by all Senior Investors (excluding the Preference Shares held by the Selling Investor, if the Selling Investor is a Senior Investor).meanings:

Right of First Refusal and Co-Sale. 2.1 Senior Investor Right (i) Except as set forth herein no Stockholder or Permitted Transferee of First Refusal; Senior Investor Co-Sale RightStockholder may sell any shares of Restricted Stock other than in a Permitted Transfer. (aii) Senior Investor Right Subject to this Section 3, whenever and as often as any Stockholder or a Permitted Transferee of First Refusal. If any Stockholder desires to sell any shares of Restricted Stock pursuant to a bona fide written offer to purchase such shares other than in a Permitted Transfer, such Person (the "Selling Holder" for purposes of this Paragraph 3(b)) shall give written notice (the "Notice") to the Company, and to each other Stockholder (each an Investor proposes "Offeree") to such effect, enclosing a copy of such offer and specifying the number of shares of Restricted Stock which the Selling Holder desires to sell, pledgethe name of the person or persons to whom the Selling Holder desires to make such sale and the consideration per share of Common Stock which has been offered in connection with such offer. In the event such consideration includes non-cash consideration, or otherwise transfer any the dollar value of such non-cash consideration shall be its fair market value, as determined by the Board of Directors. (iii) Upon receipt of the notice, the Company shall have the first right and option to purchase the shares proposed to be sold for cash at the purchase price per share specified in the Notice, exercisable for ten (10) Business Days after receipt of the Notice. Failure of the Company to respond to such Notice within such 10-day period shall be deemed to constitute a notification to the Selling Holder and the Offerees of the Company’s Preference Shares now owned 's decision not to exercise the first right and option to purchase such shares under this Paragraph 3(b)(iii). The Company may exercise its right and option to purchase such Restricted Stock by giving written notice of exercise to the Selling Holder within such 10-day period, specifying the date (not later than three Business Days from the date of such notice) upon which payment of the purchase price for the shares shall be made. The Selling Holder shall deliver to the Company's principal office, on or subsequently acquired by before the payment date specified in such Investor or any interest therein (the “Investor Sale Shares,” and such Investornotice, the “Selling Investor”certificate or certificates representing the shares being purchased by the Company, properly endorsed for -------------------------------------------------------------------------------- STOCKHOLDERS AGREEMENT - PAGE 5 (INFINITY/ORIX) to any person or entitytransfer, then holders against payment of Series E Shares, Series F Shares and Series G Shares the purchase price therefor by the Company in immediately available funds. (each a “Senior Investor,” and collectively, iv) In the “Senior Investors”) shall have a right of first refusal (the “Senior Investor ROFR”) to purchase some or event that all of the Investor Sale Shares. The Selling Investor shares of Restricted Stock proposed to be transferred are not purchased by the Company, the Offerees shall give a written notice have the right and option to purchase the shares not purchased by the Company for cash at the purchase price and the Senior Investors describing fully the proposed transfer including the number of Investor Sale Shares, the proposed transfer price, the name and address of the proposed transferee (the “ROFR Notice”). The ROFR Notice shall be signed both by the Selling Investor and by the proposed transferee and must constitute a binding commitment of both such parties for the transfer of the Investor Sale Shares. Each Senior Investor shall have 20 business days after the date the ROFR Notice is delivered in which to purchase up to its Senior Investor Pro Rata Share (as defined below) of the Investor Sale Shares subject to the ROFR Notice on the same terms as specified in the Notice to the Company, pro rata according to their respective holdings of Common Equivalents, exercisable for five Business Days after the expiration of the 10-day period during which the Company may exercise its option pursuant to Paragraph 3(b)(iii). Failure of any Offeree to respond to the Notice within such five-day period shall be deemed to constitute a notification to the Selling Holder of such Offeree's decision not to exercise the first right and conditions option to purchase shares of Restricted Stock under this Paragraph 3(b)(iv). If any Offeree fails to exercise its first right and option to purchase its full pro rata shares of the shares of Restricted Stock proposed to be transferred, the Selling Holder shall give written notice to each of the other Offerees who has elected to purchase its full pro rata share of the shares of Restricted Stock proposed to be transferred, and each such Offeree shall have the right, exercisable for a period of three Business Days from the date of receipt of such notice, to purchase the remaining shares of Restricted Stock, pro rata according to the Common Equivalents held by all such electing Offerees or in such other proportions as set forth therein. they may agree upon. (v) The Senior Investors shall Offerees may exercise this the right and option provided under Paragraph 3(b)(iv) by delivery of a giving written notice of exercise (the “ROFR Exercise Notice”) to the Selling Investor Holder within 20 business days after the period or periods set forth above, specifying the date (not later than five Business Days from the ROFR Notice is delivereddate of expiration of all applicable first right and options to purchase shares under Paragraphs 3(b)(ii) and 3(b)(iv)) upon which payment of the purchase price for the shares purchased under Paragraphs 3(b)(iv) shall be made. The ROFR Exercise Notice Selling Holder shall indicate deliver to the number Offeree(s) at the Company's principal office, at least one day prior to the payment date, wire transfer instructions, and on or before the payment date specified in such notice, the certificate or certificates representing such shares, properly endorsed for transfer, against payment of Investor Sale Shares the purchase price therefor by the Offeree(s) in immediately available funds. (which may vi) If all the shares of Restricted Stock proposed to be some or all of a Senior Investor’s Senior Investor Pro Rata Share) transferred are not purchased by the Senior Investors wish to purchase pursuant to this Senior Investor ROFR. To Offerees and the extent the Senior Investors exercise their Senior Investor ROFR Company in accordance with this Paragraph 3(b), the Selling Holder shall not be required to sell any of the shares of Restricted Stock proposed to be transferred to the Offerees or to the Company, and during the 90-day period commencing on the expiration of the rights and options provided for in this paragraph, may sell all (but not less than all) of such shares to the transferee named in the Notice for a consideration equal to or greater -------------------------------------------------------------------------------- STOCKHOLDERS AGREEMENT - PAGE 6 (INFINITY/ORIX) than the consideration specified in the Notice subject to the terms and conditions set forth hereinof Paragraph 3(b)(vii) below. (vii) Each Stockholder, at such Stockholder's option, may elect either to exercise the right and option to purchase shares of Restricted Stock proposed to be transferred under Paragraph 3(b)(iv) or to participate in the sale to the prospective purchaser pursuant to this Paragraph 3(b)(vii). The Selling Holder will use best efforts to arrange for the sale to the prospective purchaser by each such Stockholder of the number of Investor Sale Shares that shares of Common Stock which bears the Selling Investor may sell same proportion to the proposed transferee in the transaction shall be correspondingly reduced. In the event total number of any Senior Investor not exercising its Senior Investor ROFR in respect shares of all of its Senior Investor Pro Rata Share of the Investor Sale Shares, the Investor Sale Shares not purchased Common Stock owned by such Senior Investor shall be offered Stockholder as the number of shares of Restricted Stock being sold by the Selling Investor proportionately to the other Senior Investors who have exercised their respective Senior Investor ROFR in full (and who have indicated in their ROFR Exercise Notice their willingness to purchase any unaccepted Investor Sale Shares) and such offer shall specify a period of 20 business days within which such offer if not accepted will be deemed declined. For purposes of this Section 2.1(a), a Senior Investor’s “Senior Investor Pro Rata Share” shall be that proportion that the number of Ordinary Shares issued or issuable upon conversion of the Preference Shares held by such Senior Investor Holder bears to the total number of Ordinary Shares issued shares of Restricted Stock owned by the Selling Holder and such other Stockholder, at the purchase price per share and on the terms and conditions specified in the Notice. If the prospective purchaser will not purchase all the shares of Restricted Stock which the Selling Holder wishes to sell together with the number of shares of Common Stock that Stockholders wish to sell pursuant to this Paragraph 3(b)(vii), the number of shares which the Selling Holder and such Stockholders shall be entitled to sell to such prospective purchaser shall be a number of shares equal to the number of shares which the prospective purchaser desires to purchase times a fraction, the numerator of which is the number of shares of Common Stock owned by the Selling Holder or issuable upon conversion each Stockholder, as applicable and the denominator of which is the Preference Shares held by all Senior Investors (excluding the Preference Shares aggregate number of shares of Common Stock held by the Selling Investor, if Holder and all such Stockholders. A Stockholder may exercise its right under this paragraph by written notice given within 15 Business Days after receipt of the Selling Investor is a Senior Investor)Notice.

Right of First Refusal and Co-Sale. 2.1 Senior Investor Right of First Refusal; Senior Investor Co-Sale Right. (a) Senior Investor 17.1 Right of First Refusal. If an Investor proposes Without limiting the restrictions set forth in Article 16.1, if any Founder or the Key Shareholder ("Selling Shareholder") decides to sell, pledge, Transfer all or otherwise transfer any part of the Company’s Preference Shares now owned or subsequently acquired other than the Founder Transfer Shares, held by such Investor or any interest therein Selling Shareholder (the “Investor Sale "Transfer Shares,” and such Investor, the “Selling Investor”") to any person or entity("Intending Purchaser"), then holders all other Founders ("Remaining Founders") and all of Series E Shares, Series F Shares and Series G Shares (each a “Senior Investor,” and collectively, the “Senior Investors”) Investors shall have a right of first refusal (the “Senior Investor ROFR”) to purchase some or all such portion of the Investor Sale Shares. The Selling Investor shall give a written notice Transfer Shares in proportion to the Company and the Senior Investors describing fully the proposed transfer including the number of Investor Sale Shares, the proposed transfer price, the name and address Shareholding of the proposed transferee Remaining Founders and Investors, on a Fully Diluted Basis (the “ROFR Notice”). The ROFR Notice shall be signed both without consideration of Shares held by the Selling Investor and by the proposed transferee and must constitute a binding commitment of both such parties any other Shareholders or reserved for the transfer of the Investor Sale Shares. Each Senior Investor shall have 20 business days after the date the ROFR Notice is delivered in which to purchase up to its Senior Investor Pro Rata Share (as defined below) of the Investor Sale Shares subject issuance pursuant to the ROFR Notice ESOP Pool, ESOP Trust or the Perfint Founders and Key Employees Trust to the extent unallocated or unissued) at the same price and on the same terms and conditions as set forth thereinthose offered to the Intending Purchaser ("Right of First Refu xxx") . 17.2 Procedure pertaining to Right of First Refusal. 17.2.1. The Senior Investors Selling Shareholder proposing to Transfer any Shares shall deliver to each of the Remaining Founders ("Transfer Notice") offering the Transfer Shares to be bought by the Remaining Founders and InvestorsThe Transfer Notice shall contain the name of the Intending Purchaser, who shall be a bonafide purchaser in value to whom such Selling Shareholder proposes to sell the Transfer Shares, the price which shall be on a cash only basis and the terms of the payment. Each of the Remaining Founders and/or Investors, as the case maybe, may exercise this right its Right of First Refusal with respect to all of Transfer Shares by delivery of giving a written notice of exercise (the “ROFR Exercise Notice”) to the Selling Investor Shareholder ("Acceptance Notice") within 20 business thirty (30) days after delivery of the date Transfer Notice ("Acceptance Period") . If the ROFR Notice is delivered. The ROFR Exercise Notice shall indicate Remaining Founders or any of the number Investors' nominee exercises their Right of Investor Sale Shares (which may be some or all of a Senior Investor’s Senior Investor Pro Rata Share) the Senior Investors wish to purchase pursuant to this Senior Investor ROFR. To the extent the Senior Investors exercise their Senior Investor ROFR in accordance with the terms and conditions set forth hereinFirst Refusal, the number of Selling Shareholder shall not sell the Transfer Shares to any person other than the Remaining Founders and/or the Investor Sale Shares that the Selling Investor may sell to the proposed transferee in the transaction or their nominees. This procedure shall be correspondingly reducedrepeated until all the Transfer Shares are either accepted by the Remaining Founders or Investors or any of them or finally rejected. 17.2.2. In the event all Transfer Shares have not been purchased by the Remaining Founders or the Investors in accordance with Article 17.2.1, the Company may buy back such Transfer Shares at a price not higher than the price mentioned in the Transfer Notice. 17.3 The exercise or election by an Investor or failure to exercise their Right of First Refusal with respect to a particular proposed Transfer shall not adversely affect their respective rights under this Article 17 with respect to any Senior Investor not exercising its Senior Investor ROFR in respect of all of its Senior Investor Pro Rata Share other Transfers of the Investor Sale same or other Selling Shareholder Shares, the Investor Sale Shares not purchased by such Senior Investor shall be offered by the Selling Investor proportionately to the other Senior Investors who have exercised their respective Senior Investor ROFR in full (and who have indicated in their ROFR Exercise Notice their willingness to purchase any unaccepted Investor Sale Shares) and such offer shall specify a period of 20 business days within which such offer if not accepted will be deemed declined. For purposes of this Section 2.1(a), a Senior Investor’s “Senior Investor Pro Rata Share” shall be that proportion that the number of Ordinary Shares issued or issuable upon conversion of the Preference Shares held by such Senior Investor bears to the total number of Ordinary Shares issued or issuable upon conversion of the Preference Shares held by all Senior Investors (excluding the Preference Shares held by the Selling Investor, if the Selling Investor is a Senior Investor).