Common use of The Company’s Right of First Refusal Clause in Contracts

The Company’s Right of First Refusal. (a) Prior to the Purchasers effecting any Transfer of Voting Stock or Voting Power that is subject to the restrictions set forth in Section 3.2(a), the Company shall have a first refusal right to purchase such Voting Stock or Voting Power on the following terms and conditions: (i) The Purchasers shall give prior notice (the “Transfer Notice”) to the Company in writing of such intention, specifying the name of the proposed purchaser or transferee, the amount of Voting Stock or Voting Power proposed to be the subject of such Transfer, the proposed price therefor and the other material terms upon which such disposition is proposed to be made (including, if any, a copy of a bona fide written offer). (ii) The Company shall have the right, exercisable by written notice given by the Company to the Purchasers within (i) 72-hours with respect to a Transfer addressed in Section 3.2(b) above, and (ii) twenty (20) business days with respect to a Transfer addressed in Section 3.2(a) above, after receipt of such Transfer Notice (the “Response Notice”), to purchase all or any portion of the Voting Stock or Voting Power specified in such Transfer Notice for cash at the price per share specified in the Transfer Notice or, if consideration other than cash is specified in the Transfer Notice, in an amount equal to the Fair Market Value of such non-cash consideration. (iii) If the Company exercises its right of first refusal hereunder, the closing of the purchase of the Voting Stock or Voting Power with respect to which such right has been exercised shall take place within thirty (30) calendar days after the Company gives the Response Notice to the Purchasers or, if later, within five (5) business days of the determination of the Fair Market Value of any non-cash consideration. Upon exercise of its right of first refusal, the Company and the Purchasers shall be legally obligated to consummate the purchase and sale contemplated thereby and shall use their commercially reasonable efforts to secure any approvals required in connection therewith. (iv) If the Company does not exercise its right of first refusal hereunder within the time specified for such exercise in subparagraph (ii) above with respect to all of the Voting Stock or Voting Power specified in such Transfer Notice, the Purchasers shall be free, during the period of ninety (90) calendar days following the expiration of such time for exercise, to Transfer or tender for Transfer the Voting Stock or Voting Power specified in such Transfer Notice with respect to which the Company has not exercised its first refusal rights to the proposed purchaser or transferee specified in such Transfer Notice and on terms not materially less favorable to the Purchasers than the terms specified in such Transfer Notice. After the expiration of such 90-day period, except as otherwise provided herein, the Purchasers may not Transfer the Voting Stock or Voting Power specified in such Transfer Notice without first complying with the provisions of this Section 3.3. (b) The Company may assign its right of first refusal under this Section 3.3 to any other person or persons; provided, however, that the Company shall be liable for the timely performance of any obligations in this Section 3.3 by such assignee.

The Company’s Right of First Refusal. (a) Prior At any time after the first occurrence of a Trigger Event and prior to the Purchasers effecting any Transfer expiration of Voting twenty-four (24) months immediately following the first purchase of shares of Company Common Stock or Voting Power that is subject to the restrictions set forth in Section 3.2(a), the Company shall have a first refusal right to purchase such Voting Stock or Voting Power on the following terms and conditions: (i) The Purchasers shall give prior notice (the “Transfer Notice”) pursuant to the Company in writing Option, if Parent shall desire to sell, assign, transfer or otherwise dispose of such intentionall or any of the shares of Company Common Stock or other securities acquired by it pursuant to the Company Option, specifying it shall give the name Company written notice of the proposed purchaser or transaction (a "Parent Offer Notice"), identifying the proposed transferee, the amount of Voting Stock or Voting Power proposed to be the subject of such Transfer, the proposed price therefor and the other material terms upon which such disposition is proposed to be made (including, if any, accompanied by a copy of a bona fide written offer). (ii) The Company shall have the right, exercisable by written notice given by the Company to the Purchasers within (i) 72-hours with respect to a Transfer addressed in Section 3.2(b) above, and (ii) twenty (20) business days with respect to a Transfer addressed in Section 3.2(a) above, after receipt of such Transfer Notice (the “Response Notice”), binding offer to purchase all such shares or any portion other securities signed by such transferee and setting forth the terms of the Voting Stock or Voting Power specified in such Transfer proposed transaction. A Parent Offer Notice for cash at the price per share specified in the Transfer Notice orshall be deemed an offer by Parent to Company, if consideration other than cash is specified in the Transfer Notice, in an amount equal to the Fair Market Value of such non-cash consideration. (iii) If the Company exercises its right of first refusal hereunder, the closing of the purchase of the Voting Stock or Voting Power with respect to which such right has been exercised shall take place within thirty (30) calendar days after the Company gives the Response Notice to the Purchasers or, if later, may be accepted within five (5) business days of the determination receipt of such Parent Offer Notice, on the same terms and 7 8 conditions and at the same price at which Parent is proposing to transfer such shares or other securities to such transferee. The purchase of any such shares or other securities by the Company shall be settled within five (5) business days of the Fair Market Value date of any non-cash considerationthe acceptance of the offer and the purchase price shall be paid to Parent in immediately available funds. Upon exercise In the event of its right the failure or refusal of first refusal, the Company and to purchase all the Purchasers shall be legally obligated to consummate the purchase and sale contemplated thereby and shall use their commercially reasonable efforts to secure any approvals required in connection therewith. (iv) If the Company does not exercise its right of first refusal hereunder within the time specified for such exercise in subparagraph (ii) above with respect to all of the Voting Stock shares or Voting Power specified in such Transfer other securities covered by a Parent Offer Notice, the Purchasers shall be freeParent may sell all, during the period of ninety (90) calendar days following the expiration but not less than all, of such time for exercise, to Transfer shares or tender for Transfer the Voting Stock or Voting Power specified in such Transfer Notice with respect to which the Company has not exercised its first refusal rights other securities to the proposed purchaser or transferee at no less than the price specified in such Transfer Notice and on terms not materially less no more favorable to the Purchasers transferee than those set forth in the terms specified in such Transfer Parent Offer Notice. After the expiration of such 90-day period, except as otherwise ; provided herein, the Purchasers may not Transfer the Voting Stock or Voting Power specified in such Transfer Notice without first complying with that the provisions of this Section 3.3. (b) sentence shall not limit the rights Parent may otherwise have in the event the Company has accepted the offer contained in the Parent Offer Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The Company may assign its right requirements of first refusal under this Section 3.3 9((c)) shall not apply to (i) any disposition as a result of which the proposed transferee would own beneficially not more than one percent (1%) of the outstanding voting power of the Company, (ii) any disposition of Company Common Stock or other securities by a person or persons; provided, however, that to whom Parent has assigned its rights under the Company shall Option with the consent of the Company, (iii) any sale by means of a public offering registered under the Securities Act, or (iv) any transfer to a wholly-owned subsidiary of Parent which agrees in writing to be liable for bound by the timely performance of any obligations in this Section 3.3 by such assigneeterms hereof.

The Company’s Right of First Refusal. (a) Prior Digital River’s right to Transfer (other than a Transfer to any Affiliate of such holder or a Transfer to the Purchasers effecting any Transfer of Voting Stock Company pursuant to a redemption or Voting Power that is otherwise) the shares shall be subject to the restrictions set forth in Section 3.2(a), the Company shall have a Company’s right of first refusal right to purchase such Voting Stock or Voting Power Shares on the following terms and conditions: (i) The Purchasers Digital River shall give prior notice (the “Transfer Notice”) to the Company in writing of such intentionany intention to Transfer Shares, specifying the name of the proposed purchaser or transferee, the amount number of Voting Stock or Voting Power Shares proposed to be the subject of such Transfer, the proposed price therefor and the other material terms upon which such disposition is proposed to be made (including, if any, a copy of a bona fide written offer)made. (ii) The Company shall have the right, exercisable by written notice given by the Company to the Purchasers Digital River within ten (i) 72-hours with respect to a Transfer addressed in Section 3.2(b) above, and (ii) twenty (2010) business days with respect to a Transfer addressed in Section 3.2(a) above, after receipt of such Transfer Notice (the “Response Notice”), to purchase all or any portion of the Voting Stock or Voting Power Shares specified in such Transfer Notice for cash at the price per share specified in the Transfer Notice or, if consideration other than cash is specified in the Transfer Notice, in an amount equal to the Fair Market Value of such non-cash consideration. Such right shall not be conditional upon the Company having sufficient financing, at the time the right arises, to purchase the Shares; provided, however, in any event the Company is required to obtain such financing within the time period set forth in Section 2.2(a)(iii). (iii) If the Company exercises its right of first refusal hereunder, the closing of the purchase of the Voting Stock or Voting Power Shares with respect to which such right has been exercised shall take place within thirty sixty (3060) calendar days after the Company gives the Response Notice to the Purchasers Digital River or, if later, within five (5) business days of the determination of the Fair Market Value of any non-cash consideration. Upon Subject to Section 2.2(a)(iv), upon exercise of its right of first refusal, the Company and the Purchasers Digital River shall be legally obligated to consummate the purchase and sale contemplated thereby and shall use their commercially reasonable best efforts to secure any approvals required in connection therewith. (iv) If the Company does not exercise its right of first refusal hereunder within the time specified for such exercise in subparagraph (iiSection 2.2(a)(ii) above or close within the time period specified in Section 2.2(a)(iii) with respect to all of the Voting Stock or Voting Power Shares specified in such Transfer Notice, the Purchasers Digital River shall be free, during the period of ninety (90) calendar days following the expiration of such time for exerciseexercise or close, as the case may be, to Transfer or tender for Transfer the Voting Stock or Voting Power those Shares specified in such Transfer Notice with respect to which the Company has not exercised its first refusal rights to the proposed purchaser or transferee specified in such Transfer Notice Notice, and on terms not materially less favorable to the Purchasers Digital River than the terms specified in such Transfer Notice. After the expiration of such 90-day period, except as otherwise provided herein, the Purchasers may not Transfer the Voting Stock or Voting Power specified in such Transfer Notice without first complying with the provisions of this Section 3.3. (b) The Company may assign its right of first refusal under this Section 3.3 2.2 to any other person or persons; provided, however, that the Company shall be liable for the timely performance of persons in connection with any obligations in this Section 3.3 by such assigneeproposed Transfer.

The Company’s Right of First Refusal. (a) Prior to the Purchasers Investor effecting any Transfer of Voting Stock or Voting Power that is subject a First Refusal Sale pursuant to the restrictions set forth in Section 3.2(a8(a)(v), the Company shall have a first refusal right to purchase such Voting Stock or Voting Power shares on the following terms and conditions: (i) The Purchasers Investor shall give prior notice (the “"Transfer Notice”") to the Company in writing of such intention, specifying the name of the proposed purchaser or transferee, the amount number of Voting shares of Common Stock or Voting Power proposed to be the subject of such Transfersold or transferred, the proposed price therefor and the other material terms upon which such disposition is proposed to be made (including, if any, a copy of a bona fide written offer)made. (ii) The Company shall have the right, exercisable by written notice given by the Company to the Purchasers Investor within five (i) 72-hours with respect to a Transfer addressed in Section 3.2(b) above, and (ii) twenty (205) business days with respect to a Transfer addressed in Section 3.2(a) above, after receipt of such Transfer Notice (the “"Response Notice”"), to purchase all, but not less than all or any portion of the Voting shares of Common Stock or Voting Power specified in such Transfer Notice for cash at the price per share specified in the Transfer Notice or, if consideration other than cash is specified in the Transfer Notice, in an amount in cash equal to the Fair Market Value of such non-cash consideration, as specified in the Transfer Notice. Fair Market Value shall, with respect to securities which are traded, constitute the average closing price over the twenty trading days prior to the date of the Transfer Notice and with respect to other consideration, shall be determined in good faith by the Investor. (iii) If the Company exercises its right of first refusal hereunder, the closing of the purchase of the Voting shares of Common Stock or Voting Power with respect to which such right has been exercised shall take place within thirty (30) calendar days after the Company gives the Response Notice to the Purchasers or, if later, within five (5) business days of the determination of the Fair Market Value of any non-cash considerationInvestor. Upon exercise of its right of first refusal, the Company and the Purchasers Investor shall be legally obligated to consummate the purchase and sale contemplated thereby and shall use their commercially reasonable best efforts to secure any approvals required in connection therewith. (iv) If the Company does not exercise its right of first refusal hereunder within five business days or fails to close within the time period specified in (iii) above (providing that nothing contained herein should relieve the Company of liability for such exercise in subparagraph (ii) above with respect to all of the Voting Stock or Voting Power specified in such Transfer Noticebreach), the Purchasers Investor shall be free, during the period of ninety sixty (9060) calendar days following (A) the expiration of such time for exercisefive-day period or (B) such failure to close, to Transfer or tender for Transfer sell the Voting shares of Common Stock or Voting Power specified in such Transfer Notice with respect to which the Company has not exercised its first refusal rights to the proposed purchaser or transferee specified in such Transfer Notice and on terms not materially less favorable to the Purchasers Investor than the terms specified in such Transfer Notice. After the expiration of such 90-day period, except as otherwise provided herein, the Purchasers may not Transfer the Voting Stock or Voting Power specified in such Transfer Notice without first complying with the provisions of this Section 3.3. (b) The Company may assign its right of first refusal under this Section 3.3 hereunder to any other person or persons; provided, however, that the Company shall be liable for the timely performance of any obligations in this Section 3.3 by such assigneeperson.

The Company’s Right of First Refusal. (a) Prior In the event that you propose to the Purchasers effecting sell, pledge or otherwise transfer to a third party any Transfer of Voting Stock Shares acquired under this Agreement, or Voting Power that is subject to the restrictions set forth any interest in Section 3.2(a)such Shares, the Company shall have the "Right of First Refusal" with respect to all (and not less than all) of such Shares. If you desire to transfer Shares acquired under this Agreement, you must give a first refusal written "Transfer Notice" to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee. The Transfer Notice shall be signed both by you and by the proposed transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company and its assignees shall have the right to purchase such Voting Stock or Voting Power all, and not less than all, of the Shares on the following terms and conditions: (i) The Purchasers shall give prior notice (the “Transfer Notice”) to the Company in writing of such intention, specifying the name of the proposed purchaser or transferee, the amount of Voting Stock or Voting Power proposed to be the subject of such Transfer, the proposed price therefor and the other material terms upon which such disposition is proposed to be made (including, if any, a copy of a bona fide written offer). (ii) The Company shall have the right, exercisable by written notice given by the Company to the Purchasers within (i) 72-hours with respect to a Transfer addressed in Section 3.2(b) above, and (ii) twenty (20) business days with respect to a Transfer addressed in Section 3.2(a) above, after receipt of such Transfer Notice (the “Response Notice”), to purchase all or any portion of the Voting Stock or Voting Power specified in such Transfer Notice for cash at the price per share specified described in the Transfer Notice or(subject, if consideration other however, to any change in such terms permitted in the next paragraph) by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. The Company's rights under this Subsection shall be freely assignable, in whole or in part. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, you may, not later than cash is specified 60 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, in an amount equal as well as any subsequent proposed transfer by you, shall again be subject to the Fair Market Value Right of such non-cash consideration. (iii) First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its right Right of first refusal hereunderFirst Refusal, you and the closing Company (or its assignees) shall consummate the sale of the purchase of the Voting Stock or Voting Power with respect to which such right has been exercised shall take place within thirty (30) calendar days after the Company gives the Response Notice to the Purchasers or, if later, within five (5) business days of the determination of the Fair Market Value of any non-cash consideration. Upon exercise of its right of first refusal, the Company and the Purchasers shall be legally obligated to consummate the purchase and sale contemplated thereby and shall use their commercially reasonable efforts to secure any approvals required in connection therewith. (iv) If the Company does not exercise its right of first refusal hereunder within the time specified for such exercise in subparagraph (ii) above with respect to all of the Voting Stock or Voting Power specified in such Transfer Notice, the Purchasers shall be free, during the period of ninety (90) calendar days following the expiration of such time for exercise, to Transfer or tender for Transfer the Voting Stock or Voting Power specified in such Transfer Notice with respect to which the Company has not exercised its first refusal rights to the proposed purchaser or transferee specified in such Transfer Notice and Shares on terms not materially less favorable to the Purchasers than the terms specified set forth in such the Transfer Notice. After The Company's Right of First Refusal shall terminate upon the expiration Company's initial public offering. The Company's Right of such 90-day period, except as otherwise provided herein, First Refusal shall inure to the Purchasers may not Transfer the Voting Stock or Voting Power specified in such Transfer Notice without first complying with the provisions benefit of this Section 3.3. (b) The Company may assign its right of first refusal under this Section 3.3 to any other person or persons; provided, however, that the Company successors and assigns and shall be liable for binding upon any transferee of the timely performance of any obligations in this Section 3.3 by such assigneeShares.

The Company’s Right of First Refusal. (a) Prior During the Standstill Period for either Manufacturer, prior to the Purchasers such Manufacturer effecting any Transfer of Voting Stock or Voting Power Shares that is subject to the restrictions set forth in Section 3.2(afirst refusal rights of Sections 2.2(d)(i) or (ii), the Company shall have a first refusal right to purchase such Voting Stock or Voting Power Shares on the following terms and conditions: (i) The Purchasers Such Manufacturer shall give prior notice (the “"Transfer Notice”") to the Company in writing of such intention, specifying the name of the proposed purchaser or transferee, the amount number of Voting Stock or Voting Power Shares proposed to be the subject of such Transfer, the proposed price therefor and the other material terms upon which such disposition is proposed to be made (including, if any, a copy of a bona fide written offer)made. (ii) The Company shall have the right, exercisable by written notice given by the Company to the Purchasers such Manufacturer within ten (i) 72-hours with respect to a Transfer addressed in Section 3.2(b) above, and (ii) twenty (2010) business days with respect to a Transfer addressed in Section 3.2(a) above, after receipt of such Transfer Notice (the “"Response Notice”"), to purchase all or any portion of the Voting Stock or Voting Power Shares specified in such Transfer Notice for cash at the price per share specified in the Transfer Notice or, if consideration other than cash is specified in the Transfer Notice, in an amount equal to the Fair Market Value of such non-cash consideration. Such right shall not be conditional upon the Company having sufficient financing, at the time the right arises, to purchase the Shares; PROVIDED, HOWEVER, in any event the Company is required to obtain such financing within the time period set forth in Section 2.3(a)(iii). (iii) If the Company exercises its right of first refusal hereunder, the closing of the purchase of the Voting Stock or Voting Power Shares with respect to which such right has been exercised shall take place within thirty sixty (3060) calendar days after the Company gives the Response Notice to the Purchasers such Manufacturer or, if later, within five (5) business days of the determination of the Fair Market Value of any non-cash consideration. Upon Subject to Section 2.3(a)(iv), upon exercise of its right of first refusal, the Company and the Purchasers such Manufacturer shall be legally obligated to consummate the purchase and sale contemplated thereby and shall use their commercially reasonable best efforts to secure any approvals required in connection therewith. (iv) If the Company does not exercise its right of first refusal hereunder within the time specified for such exercise in subparagraph (iiSection 2.3(a)(ii) above or close within the time period specified in Section 2.3(a)(iii) with respect to all of the Voting Stock or Voting Power Shares specified in such Transfer Notice, the Purchasers such Manufacturer shall be free, during the period of ninety (90) calendar days following the expiration of such time for exerciseexercise or close, as the case may be, to Transfer or tender for Transfer the Voting Stock or Voting Power those Shares specified in such Transfer Notice with respect to which the Company has not exercised its first refusal rights to the proposed purchaser or transferee specified in such Transfer Notice Notice, and on terms not materially less favorable to the Purchasers such Manufacturer than the terms specified in such Transfer Notice. After the expiration of such 90-day period, except as otherwise provided herein, the Purchasers may not Transfer the Voting Stock or Voting Power specified in such Transfer Notice without first complying with the provisions of this Section 3.3. (b) The Company may assign its right of first refusal under this Section 3.3 2.3 to any other person or personspersons except a Ford/GM Competitor; providedPROVIDED, howeverHOWEVER, that the Company shall be liable for the timely performance of any obligations in this Section 3.3 2.3 by such assignee.

The Company’s Right of First Refusal. Before any shares of Common Stock registered in the name of the Trustee for the benefit of the Purchaser may be sold or transferred, such shares shall first be offered to the Company as follows (the “Right of First Refusal”): (a) Prior to the Purchasers effecting any Transfer of Voting Stock or Voting Power that is subject to the restrictions set forth in Section 3.2(a), the Company Purchaser shall have promptly deliver a first refusal right to purchase such Voting Stock or Voting Power on the following terms and conditions: (i) The Purchasers shall give prior notice (the “Transfer Notice”) to the Company in writing stating (i) Purchaser’s bona fide intention to sell or transfer such shares, (ii) the number of such intentionshares to be sold or transferred, specifying and the basic terms and conditions of such sale or transfer, (iii) the price for which Purchaser proposes to sell or transfer such shares, (iv) the name of the proposed purchaser or transferee, and (v) proof satisfactory to the amount of Voting Stock or Voting Power proposed to be the subject of such Transfer, Company that the proposed price therefor sale or transfer will not violate any applicable U.S. federal, state or foreign securities laws. The Notice shall be signed by both Purchaser and the other material terms upon which such disposition is proposed purchaser or transferee and must constitute a binding commitment subject to be made (including, if any, a copy the Company’s Right of a bona fide written offer)First Refusal as set forth herein. (iib) The Company shall have the right, exercisable by written notice given by the Company to the Purchasers within Within thirty (i30) 72-hours with respect to a Transfer addressed in Section 3.2(b) above, and (ii) twenty (20) business days with respect to a Transfer addressed in Section 3.2(a) above, after receipt of such Transfer Notice (the “Response Notice”), the Company may elect to purchase all or any portion of the Voting Stock or Voting Power specified in such Transfer shares to which the Notice for cash refers, at the price per share specified in the Transfer Notice or, if consideration other than cash is specified in the Transfer Notice, in an amount equal to the Fair Market Value of such non-cash consideration. (iii) . If the Company exercises elects not to purchase all or any portion of the shares, the Company may assign its right of first refusal hereunder, the closing to purchase all or any portion of the purchase of the Voting Stock or Voting Power with respect to which such right has been exercised shall take place shares. The assignees may elect within thirty (30) calendar days after receipt by the Company gives of the Response Notice to purchase all or any portion of the shares to which the Notice refers, at the price per share specified in the Notice. An election to purchase shall be made by written notice to Purchaser. Payment for shares purchased pursuant to this Section 7 shall be made within thirty (30) days after receipt of the Notice by the Company and, at the option of the Company, may be made by cancellation of all or a portion of outstanding indebtedness, if any, or in cash or both. (c) If all or any portion of the shares to which the Notice refers are not elected to be purchased, as provided in subparagraph 7(b), Purchaser may sell those shares to any person named in the Notice at the price specified in the Notice, provided that such sale or transfer is consummated within sixty (60) days of the date of said Notice to the Purchasers orCompany, if laterand provided, within five (5) business days of the determination of the Fair Market Value further, that any such sale is made in compliance with applicable U.S. federal, state and foreign securities laws and not in violation of any nonother contractual restrictions to which Purchaser is bound. The MONGODB, INC. EXHIBIT A TO STOCK OPTION AGREEMENT NOTICE OF EXERCISE AND COMMON STOCK PURCHASE AGREEMENT third-cash consideration. Upon exercise of its right of first refusal, the Company and the Purchasers party purchaser shall be legally obligated to consummate the purchase and sale contemplated thereby bound by, and shall use their commercially reasonable efforts to secure any approvals required in connection therewith. (iv) If acquire the Company does not exercise its right shares of first refusal hereunder within the time specified for such exercise in subparagraph (ii) above with respect to all of the Voting Stock or Voting Power specified in such Transfer Noticestock subject to, the Purchasers shall be free, during the period of ninety (90) calendar days following the expiration of such time for exercise, to Transfer or tender for Transfer the Voting Stock or Voting Power specified in such Transfer Notice with respect to which the Company has not exercised its first refusal rights to the proposed purchaser or transferee specified in such Transfer Notice and on terms not materially less favorable to the Purchasers than the terms specified in such Transfer Notice. After the expiration of such 90-day period, except as otherwise provided herein, the Purchasers may not Transfer the Voting Stock or Voting Power specified in such Transfer Notice without first complying with the provisions of this Section 3.3Agreement, including the Company’s Right of First Refusal. (bd) The Any proposed transfer on terms and conditions different from those set forth in the Notice, as well as any subsequent proposed transfer shall again be subject to the Company’s Right of First Refusal and shall require compliance with the procedures described in this Section 7. (e) Xxxxxxxxx agrees to cooperate affirmatively with the Company, to the extent reasonably requested by the Company, to enforce rights and obligations pursuant to this Agreement. (f) Notwithstanding the above, neither the Company may assign its right nor any assignee of first refusal the Company under this Section 3.3 7 shall have any right under this Section 7 at any time subsequent to any other person the closing of a public offering of the common stock of the Company pursuant to a registration statement declared effective under the U.S. Securities Act of 1933, as amended (the “Securities Act”). (g) This Section 7 shall not apply to (i) a transfer by will or persons; providedintestate succession, howeveror (ii) a transfer to one or more members of Purchaser’s Immediate Family (defined below) or to a trust established by Purchaser for the benefit of Purchaser and/or one or more members of Purchaser’s Immediate Family, provided that the transferee agrees in writing on a form prescribed by the Company to be bound by all of the provisions of this Agreement to the same extent as they apply to Purchaser. The transferee shall be liable for execute a copy of the timely performance attached Exhibit D and file the same with the Secretary of any obligations in this Section 3.3 by such assigneethe Company.

The Company’s Right of First Refusal. (a) Prior to the Purchasers Purchaser effecting any Transfer sale, transfer or other disposition of Shares or Non-Voting Stock or Voting Power that is subject to Convertible Securities in a private placement transaction exempt from the restrictions set forth registration requirements of the Securities Act other than the transactions specified in Section 3.2(aSections 7.2(a)(i), (ii), (iii), (v), (vi) and (vii) above, the Company shall have a first refusal right to purchase such Shares or Non-Voting Stock or Voting Power Convertible Securities on the following terms and conditions: (i) The Purchasers Purchaser shall give prior notice (the “"Transfer Notice”") to the Company in writing of such intention, specifying the name of the proposed purchaser or transferee, the amount number of Shares or Non-Voting Stock or Voting Power Convertible Securities proposed to be the subject of such Transfersold or transferred, the proposed price therefor and the other material terms upon which such disposition is proposed to be made (including, if any, a copy of a bona fide written offer)made. (ii) The Company shall have the right, exercisable by written notice given by the Company to the Purchasers Purchaser within ten (i) 72-hours with respect to a Transfer addressed in Section 3.2(b) above, and (ii) twenty (2010) business days with respect to a Transfer addressed in Section 3.2(a) above, after receipt of such Transfer Notice (the “"Response Notice”"), to purchase all, but not less than all the Shares or any portion of the Non-Voting Stock or Voting Power Convertible Securities specified in such Transfer Notice for cash at the price per share specified in the Transfer Notice or, if consideration other than cash is specified in the Transfer Notice, in an amount equal to the Fair Market Value of such non-cash consideration. (iii) If the Company exercises its right of first refusal hereunder, the closing of the purchase of the Shares or Non-Voting Stock or Voting Power Convertible Securities with respect to which such right has been exercised shall take place within thirty sixty (3060) calendar days after the Company gives the Response Notice to the Purchasers orPurchaser which period shall be extended, if laternecessary, within five (5) business days of the determination of the Fair Market Value of any non-cash considerationto comply with applicable laws and regulations. Upon exercise of its right of first refusal, the Company and the Purchasers Purchaser shall be legally obligated to consummate the purchase and sale contemplated thereby and shall use their commercially reasonable best efforts to secure any approvals required in connection therewith. (iv) If the Company does not exercise its right of first refusal hereunder within the time specified for such exercise in subparagraph (ii) above with respect to all of the Voting Stock or Voting Power specified in such Transfer Noticeexercise, the Purchasers Purchaser shall be free, during the period of ninety (90) calendar days following the expiration of such time for exercise, to Transfer sell the Shares or tender for Transfer the Non-Voting Stock or Voting Power Convertible Securities specified in such Transfer Notice with respect to which the Company has not exercised its first refusal rights to the proposed purchaser or transferee specified in such Transfer Notice and on terms not materially less favorable to the Purchasers Purchaser than the terms specified in such Transfer Notice. After the expiration of such 90-day period, except as otherwise provided hereinwhich period shall be extended, the Purchasers may not Transfer the Voting Stock or Voting Power specified in such Transfer Notice without first complying if necessary, to comply with the provisions of this Section 3.3applicable laws and regulations. (b) The Company may assign its right of first refusal under this Section 3.3 hereunder to any other person or persons; provided, however, that the Company shall be liable for the timely performance of any obligations in this Section 3.3 by such assignee.

The Company’s Right of First Refusal. (a) Prior to the Purchasers effecting any Transfer of Voting Stock or Voting Power that is subject to the restrictions set forth in Section 3.2(a), the Company shall have a first refusal right to purchase such Voting Stock or Voting Power on the following terms and conditions: (i) The Purchasers Company shall give prior notice have the right for a period of fifteen (15) days following the receipt of the Transfer Notice (the “Transfer NoticeCompany ROFR Period”) to the Company in writing of such intention, specifying the name elect to purchase all of the proposed purchaser or transferee, Offered Shares (not in part) at the amount of Voting Stock or Voting Power proposed same price and subject to be the subject of such Transfer, the proposed price therefor and the other same material terms upon which such disposition is proposed to be made (including, if any, a copy of a bona fide written offer)and conditions as described in the Transfer Notice. (ii) The Company shall have may exercise such right and, thereby, purchase all of the rightOffered Shares, exercisable by written notice given by notifying the Selling Shareholder and each Non-Selling Shareholder in writing, before expiration of the Company to the Purchasers within (i) 72-hours with respect to a Transfer addressed in Section 3.2(b) aboveROFR Period, and (ii) twenty (20) business days with respect to a Transfer addressed in Section 3.2(a) above, after receipt of such Transfer Notice (the “Response Notice”), that it wishes to purchase all or any portion of the Voting Stock or Voting Power specified in such Transfer Notice for cash at the price per share specified in the Transfer Notice or, if consideration other than cash is specified in the Transfer Notice, in an amount equal to the Fair Market Value of such non-cash considerationOffered Shares. (iii) If the Company exercises its right gives the Selling Shareholder notice that it desires to purchase all the Offered Shares, then payment for the Offered Shares shall be made by check or wire transfer in immediately available funds of first refusal hereunderthe appropriate currency, against delivery of such Offered Shares at a place agreed by the Selling Shareholder and the Company and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s receipt of the Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase of the Voting Stock or Voting Power with respect price has not yet been established pursuant to which such right has been exercised shall take place within thirty (30) calendar days after the Company gives the Response Notice to the Purchasers or, if later, within five (5) business days of the determination of the Fair Market Value of any non-cash consideration. Upon exercise of its right of first refusal, the Company and the Purchasers shall be legally obligated to consummate the purchase and sale contemplated thereby and shall use their commercially reasonable efforts to secure any approvals required in connection therewithSection 6.2(c). (iv) If Regardless of any other provision of this Agreement, if the Company does not declines in writing or fails to exercise its right of first refusal hereunder within the time specified for such exercise in subparagraph (iipursuant to this Section 6.2(a) above with respect to all (and not less than all) of the Voting Stock or Voting Power specified in such Offered Shares for any reason, then the Selling Shareholder shall be under no obligation to transfer the Offered Shares to the Company pursuant to this Section 6.2(a) and shall then be required to provide another notice regarding the Offered Shares to each Non-Selling Shareholder (the “Additional Transfer Notice, ”) (which shall contain the Purchasers shall be free, during same conditions and price for sale of the period of ninety Offered Shares as set forth in the Transfer Notice) within three (903) calendar days following Business Days after the expiration of such time for exercise, to Transfer or tender for Transfer the Voting Stock or Voting Power specified in such Transfer Notice with respect to which the Company has not exercised its first refusal rights to the proposed purchaser or transferee specified in such Transfer Notice and on terms not materially less favorable to the Purchasers than the terms specified in such Transfer Notice. After the expiration of such 90-day period, except as otherwise provided herein, the Purchasers may not Transfer the Voting Stock or Voting Power specified in such Transfer Notice without first complying with the provisions of this Section 3.3ROFR Period. (b) The Company may assign its right of first refusal under this Section 3.3 to any other person or persons; provided, however, that the Company shall be liable for the timely performance of any obligations in this Section 3.3 by such assignee.

The Company’s Right of First Refusal. (a) Prior In the event that you propose to the Purchasers effecting sell, pledge or otherwise transfer to a third party any Transfer of Voting Stock Shares acquired under this Agreement, or Voting Power that is subject to the restrictions set forth any interest in Section 3.2(a)such Shares, the Company shall have the "Right of First Refusal" with respect to all (and not less than all) of such Shares. If you desire to transfer Shares acquired under this Agreement, you must give a first refusal written "Transfer Notice" to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee. The Transfer Notice shall be signed both by you and by the proposed transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company and its assignees shall have the right to purchase such Voting Stock or Voting Power all, and not less than all, of the Shares on the following terms and conditions: (i) The Purchasers shall give prior notice (the “Transfer Notice”) to the Company in writing of such intention, specifying the name of the proposed purchaser or transferee, the amount of Voting Stock or Voting Power proposed to be the subject of such Transfer, the proposed price therefor and the other material terms upon which such disposition is proposed to be made (including, if any, a copy of a bona fide written offer). (ii) The Company shall have the right, exercisable by written notice given by the Company to the Purchasers within (i) 72-hours with respect to a Transfer addressed in Section 3.2(b) above, and (ii) twenty (20) business days with respect to a Transfer addressed in Section 3.2(a) above, after receipt of such Transfer Notice (the “Response Notice”), to purchase all or any portion of the Voting Stock or Voting Power specified in such Transfer Notice for cash at the price per share specified described in the Transfer Notice or(subject, if consideration other however, to any change in such terms permitted in the next paragraph) by delivery of a Notice of Exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. The Company's rights under this Subsection shall be freely assignable, in whole or in part. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, you may, not later than cash is specified 60 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, in an amount equal as well as any subsequent proposed transfer by you, shall again be subject to the Fair Market Value Right of such non-cash consideration. (iii) First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its right Right of first refusal hereunderFirst Refusal, you and the closing Company (or its assignees) shall consummate the sale of the purchase of the Voting Stock or Voting Power with respect to which such right has been exercised shall take place within thirty (30) calendar days after the Company gives the Response Notice to the Purchasers or, if later, within five (5) business days of the determination of the Fair Market Value of any non-cash consideration. Upon exercise of its right of first refusal, the Company and the Purchasers shall be legally obligated to consummate the purchase and sale contemplated thereby and shall use their commercially reasonable efforts to secure any approvals required in connection therewith. (iv) If the Company does not exercise its right of first refusal hereunder within the time specified for such exercise in subparagraph (ii) above with respect to all of the Voting Stock or Voting Power specified in such Transfer Notice, the Purchasers shall be free, during the period of ninety (90) calendar days following the expiration of such time for exercise, to Transfer or tender for Transfer the Voting Stock or Voting Power specified in such Transfer Notice with respect to which the Company has not exercised its first refusal rights to the proposed purchaser or transferee specified in such Transfer Notice and Shares on terms not materially less favorable to the Purchasers than the terms specified set forth in such the Transfer Notice. After The Company's Right of First Refusal shall terminate upon the expiration Company's initial public offering. The Company's Right of such 90-day period, except as otherwise provided herein, First Refusal shall inure to the Purchasers may not Transfer the Voting Stock or Voting Power specified in such Transfer Notice without first complying with the provisions benefit of this Section 3.3. (b) The Company may assign its right of first refusal under this Section 3.3 to any other person or persons; provided, however, that the Company successors and assigns and shall be liable for binding upon any transferee of the timely performance of any obligations in this Section 3.3 by such assigneeShares.

The Company’s Right of First Refusal. Before any shares of Common Stock registered in the name of Purchaser may be sold or transferred, such shares shall first be offered to the Company as follows (the “Right of First Refusal”): (a) Prior to the Purchasers effecting any Transfer of Voting Stock or Voting Power that is subject to the restrictions set forth in Section 3.2(a), the Company Purchaser shall have promptly deliver a first refusal right to purchase such Voting Stock or Voting Power on the following terms and conditions: (i) The Purchasers shall give prior notice (the “Transfer Notice”) to the Company in writing stating (i) Purchaser’s bona fide intention to sell or transfer such shares, (ii) the number of such intentionshares to be sold or transferred, specifying and the basic terms and conditions of such sale or transfer, (iii) the price for which Purchaser proposes to sell or transfer such shares, (iv) the name of the proposed purchaser or transferee, and (v) proof satisfactory to the amount of Voting Stock or Voting Power proposed to be the subject of such Transfer, Company that the proposed price therefor sale or transfer will not violate any applicable U.S. federal, state or foreign securities laws. The Notice shall be signed by both Xxxxxxxxx and the other material terms upon which such disposition is proposed purchaser or transferee and must constitute a binding commitment subject to be made (including, if any, a copy the Company’s Right of a bona fide written offer)First Refusal as set forth herein. (iib) The Company shall have the right, exercisable by written notice given by the Company to the Purchasers within Within thirty (i30) 72-hours with respect to a Transfer addressed in Section 3.2(b) above, and (ii) twenty (20) business days with respect to a Transfer addressed in Section 3.2(a) above, after receipt of such Transfer Notice (the “Response Notice”), the Company may elect to purchase all or any portion of the Voting Stock or Voting Power specified in such Transfer shares to which the Notice for cash refers, at the price per share specified in the Transfer Notice or, if consideration other than cash is specified in the Transfer Notice, in an amount equal to the Fair Market Value of such non-cash consideration. (iii) . If the Company exercises elects not to purchase all or any portion of the shares, the Company may assign its right of first refusal hereunder, the closing to purchase all or any portion of the purchase of the Voting Stock or Voting Power with respect to which such right has been exercised shall take place shares. The assignees may elect within thirty (30) calendar days after receipt by the Company gives of the Response Notice to purchase all or any portion of the shares to which the Notice refers, at the price per share specified in the Notice. An election to purchase shall be made by written notice to Purchaser. Payment for shares purchased pursuant to this Section 7 shall be made within thirty (30) days after receipt of the Notice by the Company and, at the option of the Company, may be made by cancellation of all or a portion of outstanding indebtedness, if any, or in cash or both. (c) If all or any portion of the shares to which the Notice refers are not elected to be purchased, as provided in subparagraph 7(b), Purchaser may sell those shares to any person named in the Notice at the price specified in the Notice, provided that such sale or transfer is consummated within sixty (60) days of the date of said Notice to the Purchasers orCompany, if laterand provided, within five (5) business days of the determination of the Fair Market Value further, that any such sale is made in compliance with applicable U.S. federal, state and foreign securities laws and not in violation of any nonother contractual restrictions to which Purchaser is bound. The third-cash consideration. Upon exercise of its right of first refusal, the Company and the Purchasers party purchaser shall be legally obligated to consummate the purchase and sale contemplated thereby bound by, and shall use their commercially reasonable efforts to secure any approvals required in connection therewith. (iv) If acquire the Company does not exercise its right shares of first refusal hereunder within the time specified for such exercise in subparagraph (ii) above with respect to all of the Voting Stock or Voting Power specified in such Transfer Noticestock subject to, the Purchasers shall be free, during the period of ninety (90) calendar days following the expiration of such time for exercise, to Transfer or tender for Transfer the Voting Stock or Voting Power specified in such Transfer Notice with respect to which the Company has not exercised its first refusal rights to the proposed purchaser or transferee specified in such Transfer Notice and on terms not materially less favorable to the Purchasers than the terms specified in such Transfer Notice. After the expiration of such 90-day period, except as otherwise provided herein, the Purchasers may not Transfer the Voting Stock or Voting Power specified in such Transfer Notice without first complying with the provisions of this Section 3.3Agreement, including the Company’s Right of First Refusal. (bd) The Any proposed transfer on terms and conditions different from those set forth in the Notice, as well as any subsequent proposed transfer shall again be subject to the Company’s Right of First Refusal and shall require compliance with the procedures described in this Section 7. (e) Xxxxxxxxx agrees to cooperate affirmatively with the Company, to the extent reasonably requested by the Company, to enforce rights and obligations pursuant to this Agreement. (f) Notwithstanding the above, neither the Company may assign its right nor any assignee of first refusal the Company under this Section 3.3 7 shall have any right under this Section 7 at any time subsequent to any other person the closing of a public offering of the common stock of the Company pursuant to a registration statement declared effective under the U.S. Securities Act of 1933, as amended (the “Securities Act”). (g) This Section 7 shall not apply to (i) a transfer by will or persons; providedintestate succession, howeveror (ii) a transfer to one or more members of Purchaser’s Immediate Family (defined below) or to a trust established by Purchaser for the benefit of Purchaser and/or one or more members of Purchaser’s Immediate Family, provided that the transferee agrees in writing on a form prescribed by the Company to be bound by all of the provisions of this Agreement to the same extent as they apply to Purchaser. The transferee shall be liable for execute a copy of the timely performance attached Exhibit D and file the same with the Secretary of any obligations in this Section 3.3 by such assigneethe Company.

The Company’s Right of First Refusal. Before any shares of Common Stock registered in the name of Purchaser may be sold or transferred, such shares shall first be offered to the Company as follows (the “Right of First Refusal”): (a) Prior to the Purchasers effecting any Transfer of Voting Stock or Voting Power that is subject to the restrictions set forth in Section 3.2(a), the Company Purchaser shall have promptly deliver a first refusal right to purchase such Voting Stock or Voting Power on the following terms and conditions: (i) The Purchasers shall give prior notice (the “Transfer Notice”) to the Company in writing stating (i) Purchaser’s bona fide intention to sell or transfer such shares, (ii) the number of such intentionshares to be sold or transferred, specifying and the basic terms and conditions of such sale or transfer, (iii) the price for which Purchaser proposes to sell or transfer such shares, (iv) the name of the proposed purchaser or transferee, and (v) proof satisfactory to the amount of Voting Stock or Voting Power proposed to be the subject of such Transfer, Company that the proposed price therefor sale or transfer will not violate any applicable U.S. federal, state or foreign securities laws. The Notice shall be signed by both Purchaser and the other material terms upon which such disposition is proposed purchaser or transferee and must constitute a binding commitment subject to be made (includingthe Company’s Right of First Refusal as set forth herein. MONGODB, if any, a copy of a bona fide written offer).INC. EXHIBIT A TO STOCK OPTION AGREEMENT NOTICE OF EXERCISE AND COMMON STOCK PURCHASE AGREEMENT (iib) The Company shall have the right, exercisable by written notice given by the Company to the Purchasers within Within thirty (i30) 72-hours with respect to a Transfer addressed in Section 3.2(b) above, and (ii) twenty (20) business days with respect to a Transfer addressed in Section 3.2(a) above, after receipt of such Transfer Notice (the “Response Notice”), the Company may elect to purchase all or any portion of the Voting Stock or Voting Power specified in such Transfer shares to which the Notice for cash refers, at the price per share specified in the Transfer Notice or, if consideration other than cash is specified in the Transfer Notice, in an amount equal to the Fair Market Value of such non-cash consideration. (iii) . If the Company exercises elects not to purchase all or any portion of the shares, the Company may assign its right of first refusal hereunder, the closing to purchase all or any portion of the purchase of the Voting Stock or Voting Power with respect to which such right has been exercised shall take place shares. The assignees may elect within thirty (30) calendar days after receipt by the Company gives of the Response Notice to purchase all or any portion of the shares to which the Notice refers, at the price per share specified in the Notice. An election to purchase shall be made by written notice to Purchaser. Payment for shares purchased pursuant to this Section 7 shall be made within thirty (30) days after receipt of the Notice by the Company and, at the option of the Company, may be made by cancellation of all or a portion of outstanding indebtedness, if any, or in cash or both. (c) If all or any portion of the shares to which the Notice refers are not elected to be purchased, as provided in subparagraph 7(b), Purchaser may sell those shares to any person named in the Notice at the price specified in the Notice, provided that such sale or transfer is consummated within sixty (60) days of the date of said Notice to the Purchasers orCompany, if laterand provided, within five (5) business days of the determination of the Fair Market Value further, that any such sale is made in compliance with applicable U.S. federal, state and foreign securities laws and not in violation of any nonother contractual restrictions to which Purchaser is bound. The third-cash consideration. Upon exercise of its right of first refusal, the Company and the Purchasers party purchaser shall be legally obligated to consummate the purchase and sale contemplated thereby bound by, and shall use their commercially reasonable efforts to secure any approvals required in connection therewith. (iv) If acquire the Company does not exercise its right shares of first refusal hereunder within the time specified for such exercise in subparagraph (ii) above with respect to all of the Voting Stock or Voting Power specified in such Transfer Noticestock subject to, the Purchasers shall be free, during the period of ninety (90) calendar days following the expiration of such time for exercise, to Transfer or tender for Transfer the Voting Stock or Voting Power specified in such Transfer Notice with respect to which the Company has not exercised its first refusal rights to the proposed purchaser or transferee specified in such Transfer Notice and on terms not materially less favorable to the Purchasers than the terms specified in such Transfer Notice. After the expiration of such 90-day period, except as otherwise provided herein, the Purchasers may not Transfer the Voting Stock or Voting Power specified in such Transfer Notice without first complying with the provisions of this Section 3.3Agreement, including the Company’s Right of First Refusal. (bd) The Any proposed transfer on terms and conditions different from those set forth in the Notice, as well as any subsequent proposed transfer shall again be subject to the Company’s Right of First Refusal and shall require compliance with the procedures described in this Section 7. (e) Xxxxxxxxx agrees to cooperate affirmatively with the Company, to the extent reasonably requested by the Company, to enforce rights and obligations pursuant to this Agreement. (f) Notwithstanding the above, neither the Company may assign its right nor any assignee of first refusal the Company under this Section 3.3 7 shall have any right under this Section 7 at any time subsequent to any other person the closing of a public offering of the common stock of the Company pursuant to a registration statement declared effective under the U.S. Securities Act of 1933, as amended (the “Securities Act”). (g) This Section 7 shall not apply to (i) a transfer by will or persons; providedintestate succession, howeveror (ii) a transfer to one or more members of Purchaser’s Immediate Family (defined below) or to a trust established by Purchaser for the benefit of Purchaser and/or one or more members of Purchaser’s Immediate Family, provided that the transferee agrees in writing on a form prescribed by the Company shall to be liable for bound by all of the timely performance provisions of any obligations in this Section 3.3 by such assignee.Agreement to the same extent as they apply to

The Company’s Right of First Refusal. (a) Prior Unless the Purchaser Beneficially Owns Shares representing less than 5% of the Total Current Voting Power or until the Purchaser owns at least 90% of the Total Current Voting Power, prior to the Purchasers Purchaser effecting any Transfer sale, transfer or other disposition of Shares or Non-Voting Stock or Voting Power that is subject Convertible Securities pursuant to the restrictions set forth in Section 3.2(a)2.2(a)(vi) above, the Company shall have a first refusal right to purchase such Shares or Non-Voting Stock or Voting Power Convertible Securities on the following terms and conditions: (i) The Purchasers Purchaser shall give prior notice (the “"Transfer Notice”") to the Company in writing of such intention, specifying the name of the proposed purchaser or transferee, the amount number of Shares or Non-Voting Stock or Voting Power Convertible Securities proposed to be the subject of such Transfersold or transferred, the proposed price therefor and the other material terms upon which such disposition is proposed to be made (including, if any, a copy of a bona fide written offer)made. (ii) The Company shall have the right, exercisable by written notice given by the Company to the Purchasers Purchaser within ten (i) 72-hours with respect to a Transfer addressed in Section 3.2(b) above, and (ii) twenty (2010) business days with respect to a Transfer addressed in Section 3.2(a) above, after receipt of such Transfer Notice (the “"Response Notice”"), to purchase all, but not less than all the Shares or any portion of the Non-Voting Stock or Voting Power Convertible Securities specified in such Transfer Notice for cash at the price per share specified in the Transfer Notice or, if consideration other than cash is specified in the Transfer Notice, in an amount equal to the Fair Market Value of such non-cash consideration, specified in the Transfer Notice. (iii) If the Company exercises its right of first refusal hereunder, the closing Closing of the purchase of the Shares or Non-Voting Stock or Voting Power Convertible Securities with respect to which such right has been exercised shall take place within thirty sixty (3060) calendar days after the Company gives the Response Notice to the Purchasers Purchaser or, if later, within five (5) 5 business days of the determination of the Fair Market Value of any non-cash consideration. Upon exercise of its right of first refusal, the Company and the Purchasers Purchaser shall be legally obligated to consummate the purchase and sale contemplated thereby and shall use their commercially reasonable best efforts to secure any approvals required in connection therewith. (iv) If the Company does not exercise its right of first refusal hereunder within the time specified for such exercise in subparagraph (ii) above with respect to all of the Voting Stock or Voting Power specified in such Transfer Noticeexercise, the Purchasers Purchaser shall be free, during the period of ninety (90) calendar days following the expiration of such time for exercise, to Transfer sell the Shares or tender for Transfer the Non-Voting Stock or Voting Power Convertible Securities specified in such Transfer Notice with respect to which the Company has not exercised its first refusal rights to the proposed purchaser or transferee specified in such Transfer Notice and on terms not materially less favorable to the Purchasers Purchaser than the terms specified in such Transfer Notice. After the expiration of such 90-day period, except as otherwise provided herein, the Purchasers may not Transfer the Voting Stock or Voting Power specified in such Transfer Notice without first complying with the provisions of this Section 3.3. (b) The Company may assign its right of first refusal under this Section 3.3 hereunder to any other person or persons; provided, however, that the Company shall be liable for the timely performance of any obligations in this Section 3.3 by such assigneepersons except a Purchaser Competitor.

The Company’s Right of First Refusal. Before any shares of Common Stock registered in the name of Purchaser may be sold or transferred, such shares shall first be offered to the Company as follows (the “Right of First Refusal”): (a) Prior to the Purchasers effecting any Transfer of Voting Stock or Voting Power that is subject to the restrictions set forth in Section 3.2(a), the Company Purchaser shall have promptly deliver a first refusal right to purchase such Voting Stock or Voting Power on the following terms and conditions: (i) The Purchasers shall give prior notice (the “Transfer Notice”) to the Company in writing stating (i) Purchaser’s bona fide intention to sell or transfer such shares, (ii) the number of such intentionshares to be sold or transferred, specifying and the basic terms and conditions of such sale or transfer, (iii) the price for which Purchaser proposes to sell or transfer such shares, (iv) the name of the proposed purchaser or transferee, and (v) proof satisfactory to the amount of Voting Stock or Voting Power proposed to be the subject of such Transfer, Company that the proposed price therefor sale or transfer will not violate any applicable U.S. federal, state or foreign securities laws. The Notice shall be signed by both Purchaser and the other material terms upon which such disposition is proposed purchaser or transferee and must constitute a binding commitment subject to be made (including, if any, a copy the Company’s Right of a bona fide written offer)First Refusal as set forth herein. (iib) The Company shall have the right, exercisable by written notice given by the Company to the Purchasers within Within thirty (i30) 72-hours with respect to a Transfer addressed in Section 3.2(b) above, and (ii) twenty (20) business days with respect to a Transfer addressed in Section 3.2(a) above, after receipt of such Transfer Notice (the “Response Notice”), the Company may elect to purchase all or any portion of the Voting Stock or Voting Power specified in such Transfer shares to which the Notice for cash refers, at the price per share specified in the Transfer Notice or, if consideration other than cash is specified in the Transfer Notice, in an amount equal to the Fair Market Value of such non-cash consideration. (iii) . If the Company exercises elects not to purchase all or any portion of the shares, the Company may assign its right of first refusal hereunder, the closing to purchase all or any portion of the purchase of the Voting Stock or Voting Power with respect to which such right has been exercised shall take place shares. The assignees may elect within thirty (30) calendar days after receipt by the Company gives of the Response Notice to purchase all or any portion of the shares to which the Notice refers, at the price per share specified in the Notice. An election to purchase shall be made by written notice to Purchaser. Payment for shares purchased pursuant to this Section 7 shall be made within thirty (30) days after receipt of the Notice by the Company and, at the option of the Company, may be made by cancellation of all or a portion of outstanding indebtedness, if any, or in cash or both. (c) If all or any portion of the shares to which the Notice refers are not elected to be purchased, as provided in subparagraph 7(b), Purchaser may sell those shares to any person named in the Notice at the price specified in the Notice, provided that such sale or transfer is consummated within sixty (60) days of the date of said Notice to the Purchasers orCompany, if laterand provided, within five (5) business days of the determination of the Fair Market Value further, that any such sale is made in compliance with applicable U.S. federal, state and foreign securities laws and not in violation of any nonother contractual restrictions to which Purchaser is bound. The third-cash consideration. Upon exercise of its right of first refusal, the Company and the Purchasers party purchaser shall be legally obligated to consummate the purchase and sale contemplated thereby bound by, and shall use their commercially reasonable efforts to secure any approvals required in connection therewith. (iv) If acquire the Company does not exercise its right shares of first refusal hereunder within the time specified for such exercise in subparagraph (ii) above with respect to all of the Voting Stock or Voting Power specified in such Transfer Noticestock subject to, the Purchasers shall be free, during the period of ninety (90) calendar days following the expiration of such time for exercise, to Transfer or tender for Transfer the Voting Stock or Voting Power specified in such Transfer Notice with respect to which the Company has not exercised its first refusal rights to the proposed purchaser or transferee specified in such Transfer Notice and on terms not materially less favorable to the Purchasers than the terms specified in such Transfer Notice. After the expiration of such 90-day period, except as otherwise provided herein, the Purchasers may not Transfer the Voting Stock or Voting Power specified in such Transfer Notice without first complying with the provisions of this Section 3.3Agreement, including the Company’s Right of First Refusal. (bd) The Any proposed transfer on terms and conditions different from those set forth in the Notice, as well as any subsequent proposed transfer shall again be subject to the Company’s Right of First Refusal and shall require compliance with the procedures described in this Section 7. (e) Xxxxxxxxx agrees to cooperate affirmatively with the Company, to the extent reasonably requested by the Company, to enforce rights and obligations pursuant to this Agreement. (f) Notwithstanding the above, neither the Company may assign its right nor any assignee of first refusal the Company under this Section 3.3 7 shall have any right under this Section 7 at any time subsequent to any other person the closing of a public offering of the common stock of the Company pursuant to a registration statement declared effective under the U.S. Securities Act of 1933, as amended (the “Securities Act”). (g) This Section 7 shall not apply to (i) a transfer by will or persons; providedintestate succession, howeveror (ii) a transfer to one or more members of Purchaser’s Immediate Family (defined below) or to a trust established by Purchaser for the benefit of Purchaser and/or one or more members of Purchaser’s Immediate Family, provided that the transferee agrees in writing on a form prescribed by the Company to be bound by all of the provisions of this Agreement to the same extent as they apply to Purchaser. The transferee shall be liable for execute a copy of the timely performance attached Exhibit D and file the same with the Secretary of any obligations in this Section 3.3 by such assigneethe Company.

The Company’s Right of First Refusal. (a) Prior to the Purchasers effecting any Transfer of Voting Stock or Voting Power that is subject to the restrictions set forth in Section 3.2(a), the Company shall have a first refusal right to purchase such Voting Stock or Voting Power on the following terms and conditions: (i) The Purchasers shall give prior notice (the “"Transfer Notice”") to the Company in writing of such intention, specifying the name of the proposed purchaser or transferee, the amount of Voting Stock or Voting Power proposed to be the subject of such Transfer, the proposed price therefor and the other material terms upon which such disposition is proposed to be made (including, if any, a copy of a bona fide written offer). (ii) The Company shall have the right, exercisable by written notice given by the Company to the Purchasers within (i) 72-hours with respect to a Transfer addressed in Section 3.2(b) above, and (ii) twenty (20) business days with respect to a Transfer addressed in Section Sections 3.2(a) or (c) above, after receipt of such Transfer Notice (the “"Response Notice”"), to purchase all or any portion of the Voting Stock or Voting Power specified in such Transfer Notice for cash at the price per share specified in the Transfer Notice or, if consideration other than cash is specified in the Transfer Notice, in an amount equal to the Fair Market Value of such non-cash consideration. (iii) If the Company exercises its right of first refusal hereunder, the closing of the purchase of the Voting Stock or Voting Power with respect to which such right has been exercised shall take place within thirty (30) calendar days after the Company gives the Response Notice to the Purchasers or, if later, within five (5) business days of the determination of the Fair Market Value of any non-cash consideration. Upon exercise of its right of first refusal, the Company and the Purchasers shall be legally obligated to consummate the purchase and sale contemplated thereby and shall use their commercially reasonable efforts to secure any approvals required in connection therewith. (iv) If the Company does not exercise its right of first refusal hereunder within the time specified for such exercise in subparagraph (ii) above with respect to all of the Voting Stock or Voting Power specified in such Transfer Notice, the Purchasers shall be free, during the period of ninety (90) calendar days following the expiration of such time for exercise, to Transfer or tender for Transfer the Voting Stock or Voting Power specified in such Transfer Notice with respect to which the Company has not exercised its first refusal rights to the proposed purchaser or transferee specified in such Transfer Notice and on terms not materially less favorable to the Purchasers than the terms specified in such Transfer Notice. After the expiration of such 90-day period, except as otherwise provided herein, the Purchasers may not Transfer the Voting Stock or Voting Power specified in such Transfer Notice without first complying with the provisions of this Section 3.3. (be) The Company may assign its right of first refusal under this Section 3.3 to any other person or persons; provided, however, that the Company shall be liable for the timely performance of any obligations in this Section 3.3 by such assignee.

The Company’s Right of First Refusal. (a) Prior to the Purchasers effecting any Transfer of Voting Stock or Voting Power that is subject to the restrictions set forth in Section 3.2(a)3.1 and Section 3.2, the Company shall have a first refusal right to purchase such Voting Stock or Voting Power on the following terms and conditions: (i) The Purchasers shall give prior notice (the “Transfer Notice”"TRANSFER NOTICE") to the Company in writing of such intention, specifying the name of the proposed purchaser or transferee, the amount of Voting Stock or Voting Power proposed to be the subject of such Transfer, the proposed price therefor and the other material terms upon which such disposition is proposed to be made (including, if any, a copy of a bona fide written offer). (ii) The Company shall have the right, exercisable by written notice given by the Company to the Purchasers within (i) 72-hours with respect to a Transfer addressed in Section 3.2(b3.2(a) above, and (ii) twenty (20) business days with respect to a Transfer addressed in Section 3.2(a3.2(b) above, after receipt of such Transfer Notice (the “Response Notice”"RESPONSE NOTICE"), to purchase all or any portion of the Voting Stock or Voting Power specified in such Transfer Notice for cash at the price per share specified in the Transfer Notice or, if consideration other than cash is specified in the Transfer Notice, in an amount equal to the Fair Market Value of such non-cash consideration. (iii) If the Company exercises its right of first refusal hereunder, the closing of the purchase of the Voting Stock or Voting Power with respect to which such right has been exercised shall take place within thirty (30) calendar days after the Company gives the Response Notice to the Purchasers or, if later, within five (5) business days of the determination of the Fair Market Value of any non-cash consideration. Upon exercise of its right of first refusal, the Company and the Purchasers shall be legally obligated to consummate the purchase and sale contemplated thereby and shall use their commercially reasonable efforts to secure any approvals required in connection therewith. (iv) If the Company does not exercise its right of first refusal hereunder within the time specified for such exercise in subparagraph (ii) above with respect to all of the Voting Stock or Voting Power specified in such Transfer Notice, the Purchasers shall be free, during the period of ninety (90) calendar days following the expiration of such time for exercise, to Transfer or tender for Transfer the Voting Stock or Voting Power specified in such Transfer Notice with respect to which the Company has not exercised its first refusal rights to the proposed purchaser or transferee specified in such Transfer Notice and on terms not materially less favorable to the Purchasers than the terms specified in such Transfer Notice. After the expiration of such 90-day period, except as otherwise provided herein, the Purchasers may not Transfer the Voting Stock or Voting Power specified in such Transfer Notice without first complying with the provisions of this Section 3.3. (b) The Company may assign its right of first refusal under this Section 3.3 to any other person or persons; provided, however, that the Company shall be liable for the timely performance of any obligations in this Section 3.3 by such assignee.

The Company’s Right of First Refusal. (a) Prior to the Purchasers effecting any Transfer of Voting Stock or Voting Power that is subject to the restrictions set forth in Section 3.2(a)3.1 and Section 3.2, the Company shall have a first refusal right to purchase such Voting Stock or Voting Power on the following terms and conditions: (i) The Purchasers shall give prior notice (the “"Transfer Notice”") to the Company in writing of such intention, specifying the name of the proposed purchaser or transferee, the amount of Voting Stock or Voting Power proposed to be the subject of such Transfer, the proposed price therefor and the other material terms upon which such disposition is proposed to be made (including, if any, a copy of a bona fide written offer). (ii) The Company shall have the right, exercisable by written notice given by the Company to the Purchasers within (i) 72-hours with respect to a Transfer addressed in Section 3.2(b3.2(a) above, and (ii) twenty (20) business days with respect to a Transfer addressed in Section 3.2(a3.2(b) above, after receipt of such Transfer Notice (the “"Response Notice”"), to purchase all or any portion of the Voting Stock or Voting Power specified in such Transfer Notice for cash at the price per share specified in the Transfer Notice or, if consideration other than cash is specified in the Transfer Notice, in an amount equal to the Fair Market Value of such non-cash consideration. (iii) If the Company exercises its right of first refusal hereunder, the closing of the purchase of the Voting Stock or Voting Power with respect to which such right has been exercised shall take place within thirty (30) calendar days after the Company gives the Response Notice to the Purchasers or, if later, within five (5) business days of the determination of the Fair Market Value of any non-cash consideration. Upon exercise of its right of first refusal, the Company and the Purchasers shall be legally obligated to consummate the purchase and sale contemplated thereby and shall use their commercially reasonable efforts to secure any approvals required in connection therewith. (iv) If the Company does not exercise its right of first refusal hereunder within the time specified for such exercise in subparagraph (ii) above with respect to all of the Voting Stock or Voting Power specified in such Transfer Notice, the Purchasers shall be free, during the period of ninety (90) calendar days following the expiration of such time for exercise, to Transfer or tender for Transfer the Voting Stock or Voting Power specified in such Transfer Notice with respect to which the Company has not exercised its first refusal rights to the proposed purchaser or transferee specified in such Transfer Notice and on terms not materially less favorable to the Purchasers than the terms specified in such Transfer Notice. After the expiration of such 90-day period, except as otherwise provided herein, the Purchasers may not Transfer the Voting Stock or Voting Power specified in such Transfer Notice without first complying with the provisions of this Section 3.3. (b) The Company may assign its right of first refusal under this Section 3.3 to any other person or persons; provided, however, that the Company shall be liable for the timely performance of any obligations in this Section 3.3 by such assignee.

The Company’s Right of First Refusal. (ai) Prior If at any time prior to the Purchasers effecting Company's initial public offering of its Common Stock, except in connection with a Transfer by Holder to an affiliate, the Holder proposes to sell, assign, pledge, hypothecate or otherwise dispose of the any of the Company's securities held by Holder, to one or more third parties pursuant to an understanding with such third parties in a transaction, then the Holder shall give the Company written notice of its intention (the "Transfer Notice"), describing the offered shares ("Offered Shares"), the identity of Voting Stock the prospective transferee and the consideration and the material terms and conditions upon which the proposed Transfer is to be made. The Transfer Notice shall certify that the Holder has received a firm offer from the prospective transferee and in good faith believes a binding agreement for Transfer is obtainable on the terms set forth, and shall also include a copy of any written proposal or Voting Power that is letter of intent or other agreement relating to the proposed Transfer. The Company shall have an option for a period of twenty (20) days from receipt of the Transfer Notice to purchase the Offered Shares at the same price and subject to the restrictions set forth same material terms and conditions as described in Section 3.2(a)the Transfer Notice. The Company may exercise such purchase option, in whole or in part, by notifying the Holder in writing, before expiration of the initial twenty (20) day period, as to the number of such shares which it wishes to purchase. If the Company shall have a first refusal right gives the Holder notice that it desires to purchase such Voting Stock shares, then payment for the Offered Shares shall be by check or Voting Power on the following terms and conditions: (i) The Purchasers shall give prior notice (the “Transfer Notice”) to the Company in writing of such intentionwire transfer, specifying the name against delivery of the proposed purchaser or transferee, the amount of Voting Stock or Voting Power proposed Offered Shares to be purchased at a place agreed upon between the subject parties and at the time of such Transfer, the proposed price therefor and the other material terms upon which such disposition is proposed to be made (including, if any, a copy of a bona fide written offer)scheduled closing therefor. (ii) The Company shall have the right, exercisable by written notice given by If the Company to the Purchasers within (i) 72-hours with respect to a Transfer addressed in Section 3.2(b) above, and (ii) twenty (20) business days with respect to a Transfer addressed in Section 3.2(a) above, after receipt of such Transfer Notice (the “Response Notice”), fails to purchase all or any portion of the Voting Stock or Voting Power specified Offered Shares by exercising the option granted in such this Section within the period provided, the Holder shall be entitled for a period of sixty (60) days thereafter to complete the proposed Transfer Notice for cash at upon the price per share specified in the Transfer Notice or, if consideration other than cash is terms and conditions specified in the Transfer Notice. If the Holder has not so transferred the Offered Shares during such period, in an amount equal the Holder shall not thereafter make a Transfer without again first offering such shares to the Fair Market Value of such non-cash consideration. (iii) If Company in the Company exercises its right of first refusal hereunder, the closing of the purchase of the Voting Stock or Voting Power with respect to which such right has been exercised shall take place within thirty (30) calendar days after the Company gives the Response Notice to the Purchasers or, if later, within five (5) business days of the determination of the Fair Market Value of any non-cash consideration. Upon exercise of its right of first refusal, the Company and the Purchasers shall be legally obligated to consummate the purchase and sale contemplated thereby and shall use their commercially reasonable efforts to secure any approvals required in connection therewith. (iv) If the Company does not exercise its right of first refusal hereunder within the time specified for such exercise in subparagraph (ii) above with respect to all of the Voting Stock or Voting Power specified in such Transfer Notice, the Purchasers shall be free, during the period of ninety (90) calendar days following the expiration of such time for exercise, to Transfer or tender for Transfer the Voting Stock or Voting Power specified in such Transfer Notice with respect to which the Company has not exercised its first refusal rights to the proposed purchaser or transferee specified in such Transfer Notice and on terms not materially less favorable to the Purchasers than the terms specified in such Transfer Notice. After the expiration of such 90-day period, except as otherwise manner provided herein, the Purchasers may not Transfer the Voting Stock or Voting Power specified in such Transfer Notice without first complying with the provisions of this Section 3.3. (b) The Company may assign its right of first refusal under this Section 3.3 to any other person or persons; provided, however, that the Company shall be liable for the timely performance of any obligations in this Section 3.3 by such assigneeSection.

The Company’s Right of First Refusal. Before any shares of Common Stock may be Transferred by any Holder, such shares of Common Stock shall first be offered to the Company, as set forth below. (a) Prior If a Holder desires to the Purchasers effecting Transfer any Transfer shares of Voting Common Stock or Voting Power that is subject to the restrictions set forth in Section 3.2(a)owned by him, the Company Transferring Holder shall have deliver a first refusal right to purchase such Voting Stock or Voting Power on the following terms and conditions: (i) The Purchasers shall give prior notice (the “Transfer "Sale Notice”") to the Company and to the Investor stating (i) its bona fide intention to Transfer such shares of Common Stock in writing the transaction described in the Sale Notice, (ii) the number of shares of Common Stock proposed to be Transferred (the "Noticed Securities"), (iii) the price at which it proposes to Transfer the Noticed Securities (in the case of a Transfer not involving a sale, such intentionprice shall be deemed to be fair market value of the Noticed Securities as determined pursuant to Section 4(c)) hereof and the terms of payment of that price and other terms and conditions of sale, specifying and (iv) the name and address of the proposed purchaser or transferee, the amount of Voting Stock or Voting Power proposed to be the subject of such Transfer, the proposed price therefor and the other material terms upon which such disposition is proposed to be made (including, if any, a copy of a bona fide written offer). (ii) The Company . Such Holder shall have the right, exercisable by written notice given by the Company to the Purchasers within (i) 72-hours with respect to a not effect any Transfer addressed in Section 3.2(b) above, and (ii) twenty (20) business days with respect to a Transfer addressed in Section 3.2(a) above, after receipt of such Transfer Notice (the “Response Notice”), to purchase all or any portion for value of the Voting shares of Common Stock or Voting Power specified in such Transfer Notice for cash at the price per share specified in the Transfer Notice or, if consideration other than cash is specified in the Transfer Notice, in for money (United States dollars) or an amount equal obligation to the Fair Market Value of such non-cash consideration. pay money (iii) If the Company exercises its right of first refusal hereunder, the closing of the purchase of the Voting Stock or Voting Power with respect to which such right has been exercised shall take place within thirty (30) calendar days after the Company gives the Response Notice to the Purchasers or, if later, within five (5) business days of the determination of the Fair Market Value of any non-cash consideration. Upon exercise of its right of first refusal, the Company and the Purchasers shall be legally obligated to consummate the purchase and sale contemplated thereby and shall use their commercially reasonable efforts to secure any approvals required in connection therewith. (iv) If the Company does not exercise its right of first refusal hereunder within the time specified for such exercise in subparagraph (ii) above with respect to all of the Voting Stock or Voting Power specified in such Transfer Notice, the Purchasers shall be free, during the period of ninety (90) calendar days following the expiration of such time for exercise, to Transfer or tender for Transfer the Voting Stock or Voting Power specified in such Transfer Notice with respect to which the Company has not exercised its first refusal rights to the proposed purchaser or transferee specified in such Transfer Notice and on terms not materially less favorable to the Purchasers than the terms specified in such Transfer Notice. After the expiration of such 90-day period, except as otherwise provided herein, the Purchasers may not Transfer the Voting Stock or Voting Power specified in such Transfer Notice without first complying with the provisions of this Section 3.3United States dollars). (b) The Company may assign its right For a period of first refusal under this Section 3.3 to any other person or persons; providedthirty (30) days after receipt of the Sale Notice, however, that the Company shall be liable for have the timely performance right to purchase all of any obligations in the Noticed Securities. The purchase price per share of Common Stock of the Noticed Securities purchased by the Company pursuant to this Section 3.3 4 shall be, in the case of a sale, the price per share of Common Stock set forth in the Sale Notice and, in the case of a Transfer not involving a sale, the fair market value of such shares of Common Stock determined pursuant to Section 4(c) hereof, and the purchase shall be on the same terms and subject to the same conditions as those set forth in the Sale Notice. The right to purchase shall be exercisable by the Company by giving written notice (the "Company Notice") to the selling Holder and the Investor within the 30-day period described above, specifying the number of shares of Common Stock to be purchased. (c) In the case of a Transfer of shares of Common Stock not involving a sale, if the Company and the Transferring Holder do not reach agreement on the fair market value thereof, then such assigneefair market value shall be determined in good faith by an independent and qualified investment banker or appraisal firm selected by the Board. This determination will be final and binding upon all parties and persons claiming under or through them. The fees and expenses of such banker or appraisal firm shall be borne equally by the Company and the Transferring Holder. (d) If the Company fails or refuses to purchase any or all of the Common Stock specified in the Notice, the Company shall give Investor written notice thereof, specifying the number of shares of Common Stock that it has not purchased (the "Designated Notice").