Common use of Waiver of Right of First Refusal Clause in Contracts

Waiver of Right of First Refusal. Each Investor holding a right of first refusal to purchase new securities of the Company pursuant to Section 3.1 of the Prior Agreement (the “Existing Rights Holders”), by such party’s execution of this Agreement, hereby (i) waives, on behalf of itself and all other Investors, any and all rights it may have pursuant to such section to receive notice of the sale of the Series H Preferred Stock and to purchase any portion of the Series H Preferred Stock other than the number of shares of Series H Preferred Stock, if any, it is purchasing under the Purchase Agreement, and (ii) acknowledges that such Existing Rights Holder has received adequate notice of the Company’s intention to issue shares of its Series H Preferred Stock. [Remainder of page intentionally left blank]

Waiver of Right of First Refusal. Each Investor holding a right of first refusal to purchase new securities of the Company pursuant to Section 3.1 2.3 of the Prior Agreement (the “Existing Rights Holders”), by such party’s execution of this Agreement, hereby (i) waives, on behalf of itself and all other Investors, any and all rights it may have pursuant to such section to receive notice of the sale of the Series H Preferred Stock and to purchase any portion of the Series H Preferred Stock other than the number of shares of Series H Preferred Stock, if any, it is purchasing under the Purchase Agreement, Series H Agreement and (ii) acknowledges that such Existing Rights Holder has received adequate notice of the Company’s intention to issue shares of its Series H Preferred Stock. [Remainder of page intentionally left blank]; signature pages follow.] APIGEE CORPORATION AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT