Sponsored Comparison First Right of Refusal

Right of First Refusal:

1. During Client’s subscription period for the Sponsored Comparison Page Service (the “SC Service”), PeerSpot will not provide the SC Service for any of the Categories listed in the Program Overview to a competitor of Client in these Categories (a “Competitor”).

2. Subject to paragraph 5 below, if during Client’s subscription period, a Competitor of Client requests that PeerSpot provide the Competitor with the SC Service for one or more of the same Categories (each a “ROFR Category”) upon conclusion of Client’s subscription period, then before agreeing to provide the SC Service for such ROFR Categories to such Competitor, PeerSpot will provide Client with written notice that a Competitor has requested the Service for one or more ROFR Categories, and Client will have thirty (30) days to notify PeerSpot in writing whether Client will renew its subscription to the SC Service for these ROFR Categories.

3. If upon expiration of such thirty-day period, Client has not notified PeerSpot in writing that it will be renewing its subscription to the SC Service for a ROFR Category, then PeerSpot may agree to provide the SC Service for such ROFR Category to the Competitor upon expiration of Client’s subscription period.

4. If Client provides PeerSpot with written notice that it will be renewing its subscription to the SC Service for a ROFR Category upon expiration of the subscription period, then PeerSpot will not provide the SC Service for such ROFR Category to the Competitor, provided that Client signs a new Order Form for the SC Service for such ROFR Category within sixty (60) days of PeerSpot’s receipt of Client’s written notice. If upon expiration of such sixty (60) day period, Client has not signed a new Order Form for the SC Service for such ROFR Category, then PeerSpot may agree to provide the SC Service for such ROFR Category to the Competitor upon expiration of Client’s subscription period.

5. PeerSpot will not entertain any offers to provide the SC Service for a ROFR Category to a Competitor of Client until one quarter of Client’s subscription period for the SC Service has elapsed.