Common use of Co-Sale Clause in Contracts

Co-Sale. (a) Prior to an IPO or Deemed Winding Up, in the event that a Selling Stockholder holding at least 225,000 shares of Common Stock (on an as converted to Common Stock basis and as adjusted for any stock splits, stock dividends, recapitalizations or the like, for purposes of this Section 6, the “Seller”) proposes to Transfer any shares of the Company’s capital stock then held by such Seller (the “Co-Sale Stock”) (other than to a Permitted Transferee) and (ii) the rights of first refusal set forth in Section 4 are not fully exercised, the Seller shall give each Investor (a “Co-Sale Rights Holder”) a written notice stating the material terms and conditions (including the number of Co-Sale Stock, the name of the prospective buyer(s), the intended date of the proposed Transfer, the price and form of consideration) (the “Co-Sale Notice”). Seller may not Transfer any of the Co-Sale Stock until each of the Co-Sale Rights Holders shall have been given the opportunity, exercisable within fourteen (14) days from the date of receipt of the Co-Sale Notice to the Co-Sale Rights Holders, to Transfer to prospective buyer(s), upon the same terms and conditions set forth in the Co-Sale Notice, all or any part of its Co-Sale Pro Rata Share (as defined below) of the Co-Sale Stock. Co-Sale Rights Holders who fail to notify the Seller within fourteen (14) days after receipt of the Co-Sale Notice shall be deemed to have waived their rights in full

Co-Sale. (a) Prior 4.1. Following the satisfaction of the Condition Precedent and subject to an IPO or Deemed Winding Upthe provisions of Section 4.6 below, in the event that a Selling Stockholder holding at least 225,000 shares of Common Stock any proposed sale of any Genomics Shares by Genomics or in the event of any proposed sale of any Plan B Shares by Plan B in an off-market transaction (on an “Off-Market Sale Transaction”), then Genomics or Plan B as converted to Common Stock basis and as adjusted for any stock splits, stock dividends, recapitalizations or the like, for purposes of this Section 6, relevant (the “SellerSelling Shareholder”) proposes to Transfer any shares of shall promptly notify the Company’s capital stock then held by such Seller other (the “Co-Sale StockParty”) (other than to a Permitted Transferee) in writing describing in such notification the purchaser's identity and (ii) the rights of first refusal set forth in Section 4 are not fully exercised, the Seller shall give each Investor (a “Co-Sale Rights Holder”) a written notice stating the material terms and conditions of such proposed sale (including the number of Co-Sale Stock, the name "Transfer Notice"). 4.2. Upon receipt of the prospective buyer(s)Transfer Notice, the intended date of the proposed Transfer, the price and form of consideration) (the “Co-Sale Notice”). Seller may not Transfer any of the Co-Sale Stock until each of the Co-Sale Rights Holders Party shall have been given the opportunityoption, exercisable within fourteen (14) days from the date of receipt of the Co-Sale Notice by written notice to the Co-Sale Rights HoldersSelling Shareholder, to Transfer to prospective buyer(s), upon the same terms and conditions set forth in the Co-Sale Notice, all or any part of its Co-Sale Pro Rata Share within five (as defined below) of the Co-Sale Stock. Co-Sale Rights Holders who fail to notify the Seller within fourteen (145) days after receipt of the Transfer Notice, to require the Selling Shareholder to provide as part of the Off-Market Sale Transaction that the Co-Sale Party be given the right to participate in the Off-Market Sale Transaction and to sell Shares held by the Co-Sale Party, proportionate to the respective holdings between the two Shareholders in the Shares at the time of the Transfer Notice (the "Co-Sale Party Pro Rata Shares"), by including such Co-Sale Party Pro Rata Shares held by the Co-Sale Party with the Selling Shareholder’s Shares being sold in such Off-Market Sale Transaction. The sale by the Co-Sale Party in accordance with this Section 4.2 shall be deemed on the same terms and conditions under which the Selling Shareholder’s Shares are to be sold in the Off-Market Sale Transaction. 4.3. Notwithstanding the above, in the event that Genomics is the Selling Shareholder in an Off- Market Sale Transaction and at the time of the Transfer Notice: (A) Genomics holds less than 20% of the issued and outstanding shares of the Company or as a result of the proposed Off-Market Sale Transaction Genomics holdings in the Company would fall below 20% of the issued and outstanding shares of the Company; and (B) Plan B holds less than 5% of the issued and outstanding shares of the Company, then Plan B shall have waived their the right to either participate pro-rata in such Off-Market Sale Transaction as aforesaid or include all of its remaining Plan B Shares in such transaction. 4.4. In the event that the Co-Sale Party exercises its rights hereunder, the Selling Shareholder (or its Permitted Transferee) must either (i) cause the proposed purchaser in fullsuch Off – Market Sale Transaction (the "Proposed Purchaser") to add the Co-Sale Party Pro Rata Shares to the Selling Shareholder’s Shares to be purchased by the Proposed Purchaser, as part of the Off-Market Sale Transaction; or (ii) so reduce the number of the Selling Shareholder’s Shares to be sold in the Off-Market Sale Transaction from the total amount of shares to be purchased by the Proposed Purchaser as to allow the Co-Sale Party to sell the Co-Sale Party Pro Rata Shares in the said Off-Market Sale Transaction, 4.5. Notwithstanding anything to the contrary, the provisions of this Section 4 shall remain in full force and effect until Plan B sells Shares of the Company (whether under this Section 4 or otherwise (including on the TASE or in any Off-Market Sale Transaction) in an aggregate amount at least US$ 1,500,000 and thereafter shall be null and void and of no further effect. 4.6. For the avoidance of doubt, the provisions of this Section 4 shall not apply with respect to a sale of Shares by either party on the TASE or with respect to any shares acquired by either party after the date hereof. 4.7. The provisions of this Section 4 shall not apply with respect to a sale or transfer of Shares by either party to a Permitted Transferee, provided however, that any such Permitted Transferee shall thereafter be bound by the provisions hereof and so confirm in writing to the other party hereto.

Co-Sale. (a) Prior to an IPO or Deemed Winding UpTag-Along Rights. Any Member may, in the event that a Selling Stockholder holding at least 225,000 shares of Common Stock (on an as converted to Common Stock basis and as adjusted for any stock splits, stock dividends, recapitalizations or the like, for purposes of this Section 6, the “Seller”) proposes to Transfer any shares within 20 ------------------------ days of the Company’s capital stock then held by such Seller (receipt of the “Co-Sale Stock”) (other than to a Permitted Transferee) and (ii) the rights of first refusal set forth in Section 4 are not fully exercisedNotice, the Seller shall give each Investor (a “Co-Sale Rights Holder”) a written notice stating the material terms and conditions (including the number of Co-Sale Stockeach, the name of the prospective buyer(s), the intended date of the proposed Transfer, the price and form of consideration) (the “a "Co-Sale Notice”). Seller may not Transfer any of the Co-Sale Stock until each of the Co-Sale Rights Holders shall have been given the opportunity, exercisable within fourteen (14") days from the date of receipt of the Co-Sale Notice to the CoTransferring Member that such Non-Sale Rights Holders, Transferring Member wishes to participate in such proposed Transfer to prospective buyer(s), upon the same terms and conditions set forth in the Sale Notice, which Co-Sale Notice shall specify the Offered Units such Non- Transferring Member desires to include in such proposed Transfer. (a) If the Transferring Member does not receive any timely Co-Sale Notices with respect to the Transfer proposed in the Sale Notice, then the Transferring Member may Transfer such Offered Units on the terms and conditions set forth in the Sale Notice at any time within 30 days after expiration of the 20-day period for giving Co-Sale Notices with respect to such Transfer. Any Offered Units not Transferred by the Transferring Member during such 30-day period will again be subject to the provisions of this Section 15.3 upon subsequent Transfer. Should the Transferring Member receive one or more timely Co-Sale Notices, then the Transferring Member shall use all reasonable efforts to cause the prospective transferee(s) to agree to acquire all such additional Units on the same terms and conditions as applicable to the Offered Units. If the prospective transferee(s) is unwilling or unable to acquire all such additional Units upon such terms, then the Transferring Member may elect either to cancel such proposed Transfer or to allocate the maximum number of Units that the prospective transferee(s) is willing to purchase among the Transferring Member and each Non-Transferring Member that gave timely Co-Sale Notices in the proportion of the Fully-Diluted Percentage Interests owned by each such Non-Transferring Member bears to the Fully-Diluted Percentage Interests owned by all such Non-Transferring Members (not to exceed, however, with respect to any such Non-Transferring Member, the amount of Offered Units proposed to be transferred in such Non-Transferring Member's Co-Sale Notice, all or any part as the case may be) and to consummate such Transfer on those terms. (b) Notwithstanding the provisions of its Co-Sale Pro Rata Share (as defined below) of this Section 15.3, the Co-Sale Stock. Co-Sale Rights Holders who fail to notify the Seller within fourteen (14) days after receipt of the Co-Sale Notice Class A Member shall be deemed subject to have waived their rights in fullSection 15.3 for the three year period after the Effective Date. After the end of such three year period, one-third of any Units held by the Class A Member at such time shall become cumulatively excluded from the provisions of Section 15.3 per year over the next three years.