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

Right of First Refusal and Co-Sale. Except for transfer to affiliates, the Company first and 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 investors an opportunity to participate in such sale. Take along rights: Stratec will enter into an agreement that if the Board of Directors and a majority of the holders of the Series A-1 and A-2 Preferred Stock (or the 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 sellers, Stratec will sell their shares to such entity of person on the same terms and conditions. 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 Quanterix Corporation, a Delaware corporation (the “Company”), 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 terms set forth below, to purchase from the Company any time or from time to time during the Exercise Period (as hereinafter defined) that number of fully paid and nonassessable shares of Series A-3 Preferred Stock (as hereinafter defined) as is equal 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 Purchase Price is subject to adjustment as provided in this Warrant. As used herein the following terms, unless the context otherwise requires, have the following respective meanings:

Right of First Refusal and Co-Sale. Except for 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 to affiliatesany 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 Company first “Selling Investor”) to any person or entity, then holders of Series E Shares, Series F Shares and existing investors second Series G Shares (each a “Senior Investor,” and collectively, the “Senior Investors”) shall have a right of first refusal with respect (the “Senior Investor ROFR”) 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 investors an opportunity to participate in such sale. Take along rights: Stratec will enter into an agreement that if the Board of Directors and a majority purchase some or all of the holders 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 Series A-1 proposed transferee (the “ROFR Notice”). The ROFR Notice shall be signed both by the Selling Investor and A-2 Preferred Stock 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 (or as defined below) of the Common Stock received on conversion of such Series A-1 or A-2 Preferred Stock) agree Investor Sale Shares subject to sell their shares to an entity or person not affiliated with the sellers, Stratec will sell their shares to such entity of person ROFR Notice on the same terms and conditionsconditions as set forth therein. 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 The Senior Investors shall exercise this right by Quanterix Corporation, delivery of a Delaware corporation notice of exercise (the “CompanyROFR 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), pursuant 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 terms total number 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 Ordinary Shares issued or issuable upon conversion of the Federal Republic of Germany Preference Shares held by all Senior Investors (excluding the “Holder”Preference Shares held by the Selling Investor, if the Selling Investor is a Senior Investor). The Holder is entitled, subject to the terms set forth below, to purchase from the Company any time or from time to time during the Exercise Period (as hereinafter defined) that number of fully paid and nonassessable shares of Series A-3 Preferred Stock (as hereinafter defined) as is equal 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 Purchase Price is subject to adjustment as provided in this Warrant. As used herein the following terms, unless the context otherwise requires, have the following respective meanings:.