Common use of Right of First Offer; Tag-Along Clause in Contracts

Right of First Offer; Tag-Along. 2.1. Any Shareholder (the “Selling Party”) wishing to sell or otherwise transfer Ordinary Shares of the Company to a person or entity who is not a Permitted Transferee, as defined hereinafter, shall be required to first make an offer to the other Shareholders (each an “Offeree”), as set forth below. 2.2. The Selling Party shall send each Offeree a written offer in which the Selling Party shall specify the following information (the “Offer”): (i) the number of Ordinary Shares that the Selling Party proposes to sell or transfer (the “Offered Shares”); (ii) a representation and warranty that the Offered Shares are free and clear of all pledges, debts, security interests and other third party interests; and (iii) the price that the Selling Party intends to receive in respect of the Offered Shares, which shall be stated in cash, together with the requested terms of payment thereof. The Offer shall constitute an irrevocable offer made by the Selling Party to sell to each Offeree the Offered Shares or to have such Offeree participate in such sale, on a pro-rata basis all upon the terms specified in the Offer and as described below. For the purpose of this Section 2, the pro-rata portion of each Offeree shall mean a fraction of the Offered Shares of which the aggregate number of shares which are held by such Offeree immediately prior to the Offer, on an outstanding basis, shall be the numerator, and the aggregate number of shares which are held at that time by all the Offerees, on an outstanding basis shall be the denominator. 2.3. If the Offer specifies that it is contingent upon the purchase of all of the Offered Shares, the Selling Party shall be entitled to refuse to transfer the Ordinary Shares pursuant to the Offer to an Offeree if, following compliance with Section 2.5 below, the Offerees do not wish to purchase all of the Offered Shares. 2.4. Each Offeree will notify the Selling Party whether it (i) wishes to purchase all or any portion of such Offeree’s pro-rata portion of the Offered Shares, (ii) wishes to participate in the sale to the third party, or (ii) does not wish to either purchase the Offered Shares or participate in the sale thereof. Such Offeree response must be received by the Selling Party within ten (10) days after receipt of the Offer by such Offeree (“Offeree’s Notice”). 2.5. If the aggregate number of Offered Shares accepted by the Offerees is less than the number of Offered Shares, then the Selling Party shall send a notice to the Offerees who accepted to purchase all the Shares offered to them that shall state the number of Offered Shares for which no acceptances were delivered (“Notice of Remaining Offered Shares”). The Offerees who received a Notice of Remaining Offered Shares, may exercise an option to purchase any of the Offered Shares for which no acceptances were delivered upon the terms of the Offer. Acceptances for purchasing remaining Offered Shares must be received by the Selling Party within ten (10) days after receipt by the relevant Offerees of the Notice of Remaining Offered Shares. 2.6. If the number of Offered Shares for which there are acceptances is, in the aggregate, equal to the number of Offered Shares, then each of the accepting Offerees shall acquire the number of shares for which he delivered notice of acceptance. 2.7. If the number of Offered Shares for which there are acceptances is, in the aggregate, more than the number of Offered Shares, then each of the accepting Offerees shall acquire the number of shares for which he delivered notice of acceptance, and each Offeree who sent acceptance to the Notice of Remaining Offered Shares (the “Accepting Offeree”) shall acquire such number of the Remaining Offered Shares that is equal to the Remaining Offered Shares multiplied by a fraction in which the number of shares held by such Accepting Offeree immediately prior to the Offer, on an outstanding basis, shall be numerator, and the aggregate number of shares which are held at that time by all Accepting Offerees on an outstanding basis shall be the denominator. 2.8. The Offered Shares shall become the property of each Offeree who agreed to purchase the Offered Shares on the terms specified in the Offer, against payment of the consideration as specified in the Offer. If there remain any Ordinary Shares that have not been acquired by an Offeree and the Selling Party has not exercised its right to refuse to transfer any of the Offered Shares pursuant to the Offer (as set forth in Section 2.3), then subject to the Offeree’s right under Section 2.9 below, the Selling Party may sell such remaining Ordinary Shares or, if it has exercised its right under Section 2.3, all Offered Shares to a third party, provided that such sale is consummated (i) in a bona fide transaction; (ii) at a price that is not lower than that specified in the Offer; (iii) subject to payment terms that are no more favorable to the purchaser than those specified in the Offer, all within a 90 day period from the expiry of the ten (10) day period; and (iv) provided that, if the sale is not carried out on the market and the transferee following such purchase will hold shares representing three percent (3%) or more of the Company’s issued and outstanding share capital, the transferee of the Offered Shares shall become party to this Agreement. 2.9. If an Offeree wishes to sell or otherwise transfer any or all of such Offeree’s Ordinary Shares together with the Offered Shares being sold by the Selling Party, such Offeree (the “Tag Along Shareholder”) shall, during such 10 day period, have the right to notify the Selling Party of its intention to exercise its Tag Along Right pursuant to this Section 2.9 (the “Tag Along Notice”). Following the Tag Along Notice, the Tag Along Shareholder shall add to the Ordinary Shares being sold by the Selling Party to such proposed purchaser thereof (the “Proposed Purchaser”) that number of Ordinary Shares which bears the same ratio to the total number of Ordinary Shares held by the Tag Along Shareholder, on an outstanding basis, as the ratio that the number of the Offered Shares bears to the Selling Party’s total number of Ordinary Shares of the Company, on an outstanding basis, and upon the same terms and conditions under which the Selling Party’s Ordinary Shares shall be sold. In the event that the Tag Along Shareholder exercises its rights hereunder, the Selling Party must cause the Proposed Purchaser to add such Ordinary Shares to the Offered Shares to be purchased by the Proposed Purchaser, as part of the sale agreement, or reduce the number of Ordinary Shares that it proposes to sell to the Proposed Purchaser (in which case, the Selling Party and the Tag Along Shareholder will contribute the identical portion of Ordinary Shares relative to their total shareholdings in the Company, calculated on an outstanding basis), and either conclude the transaction in accordance with such revised structure or withdraw from completing the transaction. Notwithstanding the above said, this Section 2.9 shall not apply to sales by MS of its shares of the Company. 2.10. Notwithstanding the foregoing, the provisions of this Section 2 shall not apply to any transfer of Ordinary Shares by a Shareholder to its Permitted Transferees. For purposes of this Agreement, the term “Permitted Transferees” shall mean an entity controlled by, controlling, or under common control with the Selling Party. A transferee by operation of law shall not be considered Permitted Transferee. Notwithstanding anything set forth above, in the event that a banking institution realizes its pledge over shares of the Company held by a Shareholder and wishes to sell any or all of such shares, the other Shareholder whose shares of the Company are not being sold by such banking institution shall be granted a Right of First Offer with respect to such shares (in accordance with the provisions of Section 2.8 above) but shall not have the Tag-Along Right set forth in Section 2.9 above.

Right of First Offer; Tag-Along. 2.1. Any (a) If a Shareholder (the “Selling Party”) wishing wishes to sell or otherwise transfer Ordinary Shares of the Company to a person or entity who is not a Permitted TransfereeCompany, as defined hereinafter, such Shareholder shall be required to first make an offer to the other Shareholders (each an the “OffereeOfferees”), as set forth below. 2.2. (b) The Selling Party shall send each Offeree the Offerees a written offer in which the Selling Party shall specify the following information (the “Offer”): (i) the number of Ordinary Shares that the Selling Party proposes to sell or transfer (the “Offered Shares”); (ii) a representation and warranty that the Offered Shares are shall be, at the time of their transfer, free and clear of all pledges, debts, security interests and other third party interestsEncumbrances; and (iii) the price that the Selling Party intends to receive in respect of the Offered Shares, which shall be stated in cash, together with the requested terms of payment thereof; (iv) the identity of the prospective purchaser or transferee, if any. The Offer shall constitute an irrevocable offer made by the Selling Party to sell to each Offeree the Offerees the Offered Shares or to have such Offeree Offerees participate in such sale, on a pro-rata basis all upon the terms specified in the Offer and as described below. For the purpose of this Section 2, the pro-rata portion of each Offeree shall mean a fraction of the Offered Shares of which the aggregate number of shares which are held by such Offeree immediately prior to the Offer, on an outstanding basis, shall be the numerator, and the aggregate number of shares which are held at that time by all the Offerees, on an outstanding basis shall be the denominator. 2.3. (c) If the Offer specifies that it is contingent upon the purchase of all of the Offered Shares, the Selling Party shall be entitled to refuse to transfer the Ordinary Shares pursuant to the Offer to an Offeree if, following compliance with Section 2.5 below, the Offerees if the Offerees do not wish to purchase all of the Offered Shares. 2.4. (d) Each Offeree will notify the Selling Party within 10 business days of receipt of the Offer whether it (i) wishes to purchase all or any portion of such Offeree’s pro-rata portion of the Offered Shares, or (ii) wishes to participate in the sale to a proposed purchaser specified in the Offer or, if there was no proposed purchaser at the time of the Offer, any other third party, . If an Offeree did not give such notice electing any of the above (i) or (ii) alternatives, such Offeree shall be deemed to have notified that it does not wish to either purchase buy the Offered Shares or participate in the sale thereof. Such Offeree response must be received by In case that according to the Selling Party within ten (10) days after receipt of the Offer by such Offeree (“Offeree’s Notice”). 2.5. If the aggregate number of Offered Shares accepted by the Offerees is less Offerees’ notifications, they wish to purchase more than the number of Offered Shares, then the Selling Party shall send a notice to the Offerees who accepted to purchase all the Shares offered to them that shall state the number of Offered Shares for which no acceptances were delivered (“Notice of Remaining Offered Shares”). The Offerees who received a Notice of Remaining Offered Shares, may exercise an option to purchase any entire amount of the Offered Shares for which no acceptances were delivered upon and they do not reach an agreement on the terms allocation of the Offer. Acceptances for purchasing remaining Offered Shares must be received by the Selling Party within ten (10) days after receipt by the relevant Offerees of the Notice of Remaining Offered Shares. 2.6. If the number of Offered Shares for which there are acceptances is, in the aggregate, equal to the number of such Offered Shares, then each Offeree shall be entitled to purchase its pro rata share of the accepting Offerees shall acquire Offered Shares. Each Offeree’s pro rata share of the number of shares for which he delivered notice of acceptance. 2.7. If the number of Offered Shares for which there are acceptances isshall be a fraction, in the aggregate, more than the number of Offered Shares, then each of the accepting Offerees shall acquire the number of shares for which he delivered notice of acceptance, and each Offeree who sent acceptance to the Notice of Remaining Offered Shares (the “Accepting Offeree”) shall acquire such number of the Remaining Offered Shares that is equal to the Remaining Offered Shares multiplied by a fraction in which the number of shares held Ordinary Shares of the Company owned by such Accepting Offeree immediately prior to on the date of the Offer shall be the numerator and the total number of Ordinary Shares of the Company held (on such date of the Offer, on an outstanding basis, shall be numerator, and the aggregate number of shares which are held at that time ) by all Accepting Offerees on an outstanding basis who wish to purchase the Offered Shares shall be the denominator. 2.8. The Offered Shares shall become (e) If one or more of the property of each Offeree who agreed Offerees agrees to purchase the Offered Shares on the terms specified in the Offer, the Offered Shares shall become the property of the Offeree(s) against payment of the consideration as specified in the Offer. If there remain any Ordinary Shares that have not been acquired by an Offeree the Offerees and the Selling Party has not exercised its right to refuse to transfer any of the Offered Shares pursuant to the Offer (as set forth in Section 2.3sub-section (c) above), then subject to the Offeree’s right Offerees’ rights under Section 2.9 sub-section (f) below, the Selling Party may sell such remaining Ordinary Shares or, if it has exercised its right under Section 2.3sub-section (c) above, all Offered Shares to a Shares, the proposed purchaser specified in the Offer or, if there was no proposed purchaser at the time of the Offer, any other third party, provided that such sale is consummated (i) in a bona fide transaction; transaction within a 90 day period (ii) at a price that is not lower than that specified in the Offer; (iii) subject to payment terms that are no more favorable to the purchaser than those specified in the Offer, all within a 90 day period from the expiry of the ten (10) day period; and (iv) provided that, if unless the sale is not carried out on the consummated by means of “market and the transferee following such purchase will hold shares representing three percent (3%) or more of the Company’s issued and outstanding share capitaltrade”, the transferee of the Offered Shares shall become acknowledge in writing that it agrees to be bound by the provisions of this Section 5, as if it were an original party to this Agreement. 2.9. (f) If an Offeree does not wish to accept the Offer but wishes to sell or otherwise transfer any or all of such Offeree’s Ordinary Shares together with the Offered Shares being sold by the Selling Party, such the Offeree (the “Tag Along Shareholder”) shall, during such 10 business day period, have the right to notify the Selling Party of its intention to exercise its Tag Along Right pursuant to this Section 2.9 sub-section (f) (the “Tag Along Notice”). Following the Tag Along Notice, the Tag Along Shareholder shall add to the Ordinary Shares being sold by the Selling Party to such proposed purchaser thereof (the “Proposed Purchaser”) that number of Ordinary Shares which bears the same ratio to the total number of Ordinary Shares held by the Tag Along Shareholder, on an outstanding basis, as the ratio that the number of the Offered Shares bears to the Selling Party’s total number of Ordinary Shares of the Company, on an outstanding basis, and upon the same terms and conditions under which the Selling Party’s Ordinary Shares shall be sold. In the event that the Tag Along Shareholder exercises its rights hereunder, the Selling Party must cause the Proposed Purchaser to add such Ordinary Shares to the Offered Shares to be purchased by the Proposed Purchaser, as part of the sale agreement, or reduce the number of Ordinary Shares that it proposes to sell to the Proposed Purchaser (in which case, the Selling Party and the any Tag Along Shareholder will contribute the identical portion of Ordinary Shares relative to their total shareholdings in the Company, calculated on an outstanding basis), and either conclude the transaction in accordance with such revised structure or withdraw from completing the transaction. Notwithstanding the above saidforegoing, in the event that the exercise of the Tag-Along Right by an Offeree would result in such Offeree’s non-compliance with the restrictions set forth in Sections 103 or 104 of the Israeli Tax Ordinance, to the extent then applicable to it, then, in lieu of participation in the proposed sale of Company shares to the Proposed Purchaser, such Offeree shall be entitled to sell on a later date, such number of Company shares which the Offeree would have been entitled to add to the Offered Shares sold to the Proposed Purchaser, and the restrictions on transfer set forth in this Section 2.9 2 shall not apply to sales by MS of its shares of the Companysuch sale. 2.10. (g) Notwithstanding the foregoing, the provisions of this Section 2 5.2 shall not apply to any transfer of Ordinary Shares by a Shareholder to its Permitted TransfereesTransferees (provided that such Permitted Transferee shall acknowledge in writing that it agrees to be bound by the provisions of this Section 5, as if it were an original party to this part of the Agreement) nor to any transfer from Macpell to Arwol or from Arwol to Macpell. For purposes of this Agreement, the term “Permitted Transferees” shall mean (i) a transferee by operation of law; (ii) in the case of a transfer by a Selling Party that is an investment fund, any affiliated fund managed by the same general partner or management company or by an affiliate thereof and/or the investors of such investment fund, (iii) an entity controlled by, controlling, or under common control with the Selling Party. A transferee by operation of law shall not be considered Permitted Transferee. Notwithstanding anything set forth above, in the event that a banking institution realizes its pledge over shares of the Company held by a Shareholder and wishes to sell Party or any or all of such shares, the other Shareholder whose shares of the Company are not being sold by such banking institution shall be granted a Right of First Offer with respect to such shares (in accordance with the provisions of Section 2.8 above) but shall not have the Tag-Along Right person set forth in Section 2.9 above(i) - (iii); (iv) an individual (and/or any of his immediate family members) controlling the Selling Party or any person set forth in (i) - (iii); and (v) a transferee in a swap (or substantially similar) transaction according to which the Selling Party receives shares of Macpell as consideration for Ordinary Shares in Tefron, in a manner that its holdings in Tefron, directly, and indirectly through Macpell, are not materially reduced.

Right of First Offer; Tag-Along. 2.1. Any (a) If a Shareholder (the “"Selling Party”") wishing wishes to sell or otherwise transfer Ordinary Shares of the Company to a person or entity who is not a Permitted TransfereeCompany, as defined hereinafter, such Shareholder shall be required to first make an offer to the other Shareholders (each an “Offeree”the "Offerees"), as set forth below. 2.2. (b) The Selling Party shall send each Offeree the Offerees a written offer in which the Selling Party shall specify the following information (the “"Offer”"): (i) the number of Ordinary Shares that the Selling Party proposes to sell or transfer (the “"Offered Shares”"); (ii) a representation and warranty that the Offered Shares are shall be, at the time of their transfer, free and clear of all pledges, debts, security interests and other third party interestsEncumbrances; and (iii) the price that the Selling Party intends to receive in respect of the Offered Shares, which shall be stated in cash, together with the requested terms of payment thereof; (iv) the identity of the prospective purchaser or transferee, if any. The Offer shall constitute an irrevocable offer made by the Selling Party to sell to each Offeree the Offerees the Offered Shares or to have such Offeree Offerees participate in such sale, on a pro-rata basis all upon the terms specified in the Offer and as described below. For the purpose of this Section 2, the pro-rata portion of each Offeree shall mean a fraction of the Offered Shares of which the aggregate number of shares which are held by such Offeree immediately prior to the Offer, on an outstanding basis, shall be the numerator, and the aggregate number of shares which are held at that time by all the Offerees, on an outstanding basis shall be the denominator. 2.3. (c) If the Offer specifies that it is contingent upon the purchase of all of the Offered Shares, the Selling Party shall be entitled to refuse to transfer the Ordinary Shares pursuant to the Offer to an Offeree if, following compliance with Section 2.5 below, the Offerees if the Offerees do not wish to purchase all of the Offered Shares. 2.4. (d) Each Offeree will notify the Selling Party within 10 business days of receipt of the Offer whether it (i) wishes to purchase all or any portion of such Offeree’s pro-rata portion of the Offered Shares, or (ii) wishes to participate in the sale to a proposed purchaser specified in the Offer or, if there was no proposed purchaser at the time of the Offer, any other third party, . If an Offeree did not give such notice electing any of the above (i) or (ii) alternatives, such Offeree shall be deemed to have notified that it does not wish to either purchase buy the Offered Shares or participate in the sale thereof. Such Offeree response must be received by In case that according to the Selling Party within ten (10) days after receipt of the Offer by such Offeree (“Offeree’s Notice”). 2.5. If the aggregate number of Offered Shares accepted by the Offerees is less Offerees' notifications, they wish to purchase more than the number of Offered Shares, then the Selling Party shall send a notice to the Offerees who accepted to purchase all the Shares offered to them that shall state the number of Offered Shares for which no acceptances were delivered (“Notice of Remaining Offered Shares”). The Offerees who received a Notice of Remaining Offered Shares, may exercise an option to purchase any entire amount of the Offered Shares for which no acceptances were delivered upon and they do not reach an agreement on the terms allocation of the Offer. Acceptances for purchasing remaining Offered Shares must be received by the Selling Party within ten (10) days after receipt by the relevant Offerees of the Notice of Remaining Offered Shares. 2.6. If the number of Offered Shares for which there are acceptances is, in the aggregate, equal to the number of such Offered Shares, then each Offeree shall be entitled to purchase its pro rata share of the accepting Offerees shall acquire Offered Shares. Each Offeree's pro rata share of the number of shares for which he delivered notice of acceptance. 2.7. If the number of Offered Shares for which there are acceptances isshall be a fraction, in the aggregate, more than the number of Offered Shares, then each of the accepting Offerees shall acquire the number of shares for which he delivered notice of acceptance, and each Offeree who sent acceptance to the Notice of Remaining Offered Shares (the “Accepting Offeree”) shall acquire such number of the Remaining Offered Shares that is equal to the Remaining Offered Shares multiplied by a fraction in which the number of shares held Ordinary Shares of the Company owned by such Accepting Offeree immediately prior to on the date of the Offer shall be the numerator and the total number of Ordinary Shares of the Company held (on such date of the Offer, on an outstanding basis, shall be numerator, and the aggregate number of shares which are held at that time ) by all Accepting Offerees on an outstanding basis who wish to purchase the Offered Shares shall be the denominator. 2.8. The Offered Shares shall become (e) If one or more of the property of each Offeree who agreed Offerees agrees to purchase the Offered Shares on the terms specified in the Offer, the Offered Shares shall become the property of the Offeree(s) against payment of the consideration as specified in the Offer. If there remain any Ordinary Shares that have not been acquired by an Offeree the Offerees and the Selling Party has not exercised its right to refuse to transfer any of the Offered Shares pursuant to the Offer (as set forth in Section 2.3sub-section (c) above), then subject to the Offeree’s right Offerees' rights under Section 2.9 sub-section (f) below, the Selling Party may sell such remaining Ordinary Shares or, if it has exercised its right under Section 2.3sub-section (c) above, all Offered Shares to a Shares, the proposed purchaser specified in the Offer or, if there was no proposed purchaser at the time of the Offer, any other third party, provided that such sale is consummated (i) in a bona fide transaction; transaction within a 90 day period (ii) at a price that is not lower than that specified in the Offer; (iii) subject to payment terms that are no more favorable to the purchaser than those specified in the Offer, all within a 90 day period from the expiry of the ten (10) day period; and (iv) provided that, if unless the sale is not carried out on the consummated by means of "market and the transferee following such purchase will hold shares representing three percent (3%) or more of the Company’s issued and outstanding share capitaltrade", the transferee of the Offered Shares shall become acknowledge in writing that it agrees to be bound by the provisions of this Section 5, as if it were an original party to this Agreement. 2.9. (f) If an Offeree does not wish to accept the Offer but wishes to sell or otherwise transfer any or all of such Offeree’s 's Ordinary Shares together with the Offered Shares being sold by the Selling Party, such the Offeree (the “"Tag Along Shareholder”") shall, during such 10 business day period, have the right to notify the Selling Party of its intention to exercise its Tag Along Right pursuant to this Section 2.9 sub-section (f) (the “"Tag Along Notice”"). Following the Tag Along Notice, the Tag Along Shareholder shall add to the Ordinary Shares being sold by the Selling Party to such proposed purchaser thereof (the “"Proposed Purchaser”") that number of Ordinary Shares which bears the same ratio to the total number of Ordinary Shares held by the Tag Along Shareholder, on an outstanding basis, as the ratio that the number of the Offered Shares bears to the Selling Party’s 's total number of Ordinary Shares of the Company, on an outstanding basis, and upon the same terms and conditions under which the Selling Party’s 's Ordinary Shares shall be sold. In the event that the Tag Along Shareholder exercises its rights hereunder, the Selling Party must cause the Proposed Purchaser to add such Ordinary Shares to the Offered Shares to be purchased by the Proposed Purchaser, as part of the sale agreement, or reduce the number of Ordinary Shares that it proposes to sell to the Proposed Purchaser (in which case, the Selling Party and the any Tag Along Shareholder will contribute the identical portion of Ordinary Shares relative to their total shareholdings in the Company, calculated on an outstanding basis), and either conclude the transaction in accordance with such revised structure or withdraw from completing the transaction. Notwithstanding the above saidforegoing, in the event that the exercise of the Tag-Along Right by an Offeree would result in such Offeree's non-compliance with the restrictions set forth in Sections 103 or 104 of the Israeli Tax Ordinance, to the extent then applicable to it, then, in lieu of participation in the proposed sale of Company shares to the Proposed Purchaser, such Offeree shall be entitled to sell on a later date, such number of Company shares which the Offeree would have been entitled to add to the Offered Shares sold to the Proposed Purchaser, and the restrictions on transfer set forth in this Section 2.9 2 shall not apply to sales by MS of its shares of the Companysuch sale. 2.10. (g) Notwithstanding the foregoing, the provisions of this Section 2 5.2 shall not apply to any transfer of Ordinary Shares by a Shareholder to its Permitted Transferees. For purposes of this Agreement, the term “Permitted Transferees” shall mean an entity controlled by, controlling, or under common control with the Selling Party. A transferee by operation of law shall not be considered Permitted Transferee. Notwithstanding anything set forth above, in the event Transferees (provided that a banking institution realizes its pledge over shares of the Company held by a Shareholder and wishes to sell any or all of such shares, the other Shareholder whose shares of the Company are not being sold by such banking institution shall be granted a Right of First Offer with respect to such shares (in accordance with the provisions of Section 2.8 above) but shall not have the Tag-Along Right set forth in Section 2.9 above.such

Right of First Offer; Tag-Along. 2.1. Any During a period of five (5) years commencing on the date on which this Agreement becomes effective, if any Shareholder (the “Selling Party”"SELLING PARTY") wishing wishes to sell or otherwise transfer Ordinary Shares of the Company to a person or entity who is not a Permitted TransfereeCompany, as defined hereinafter, such Shareholder shall be required to first make an offer to the other Shareholders Shareholder (each an “Offeree”the "OFFEREE"), as set forth below. 2.2. The Selling Party shall send each the Offeree a written offer in which the Selling Party shall specify the following information (the “Offer”): "OFFER"); (i) the number of Ordinary Shares that the Selling Party proposes to sell or transfer (the “Offered Shares”"OFFERED SHARES"); (ii) a representation and warranty that the Offered Shares are free and clear of all pledges, debts, security interests and other third party interests; and (iii) the price that the Selling Party intends to receive in respect of the Offered Shares, which shall be stated in cash, together with the requested terms of payment thereof. The Offer shall constitute an irrevocable offer made by the Selling Party to sell to each the Offeree the Offered Shares or to have such Offeree participate in such sale, on a pro-rata basis all upon the terms specified in the Offer and as described below. For the purpose of this Section 2, the pro-rata portion of each Offeree shall mean a fraction of the Offered Shares of which the aggregate number of shares which are held by such Offeree immediately prior to the Offer, on an outstanding basis, shall be the numerator, and the aggregate number of shares which are held at that time by all the Offerees, on an outstanding basis shall be the denominator. 2.3. If the Offer specifies that it is contingent upon the purchase of all of the Offered Shares, the Selling Party shall be entitled to refuse to transfer the Ordinary Shares pursuant to the Offer to an the Offeree if, following compliance with Section 2.5 below, if the Offerees do Offeree does not wish to purchase all of the Offered Shares. 2.4. Each The Offeree will notify the Selling Party within 10 days of receipt of the Offer whether it (i) wishes to purchase all or any portion of such Offeree’s pro-rata portion of the Offered Shares, (ii) wishes to participate in the sale to the third party, or (iiiii) does not wish to either purchase buy the Offered Shares or participate in the sale thereof. Such Offeree response must be received by the Selling Party within ten (10) days after receipt of the Offer by such Offeree (“Offeree’s Notice”). 2.5. If the aggregate number of Offered Shares accepted by the Offerees is less than the number of Offered Shares, then the Selling Party shall send a notice to the Offerees who accepted to purchase all the Shares offered to them that shall state the number of Offered Shares for which no acceptances were delivered (“Notice of Remaining Offered Shares”). The Offerees who received a Notice of Remaining Offered Shares, may exercise an option to purchase any of the Offered Shares for which no acceptances were delivered upon the terms of the Offer. Acceptances for purchasing remaining Offered Shares must be received by the Selling Party within ten (10) days after receipt by the relevant Offerees of the Notice of Remaining Offered Shares. 2.6. If the number of Offered Shares for which there are acceptances is, in the aggregate, equal to the number of Offered Shares, then each of the accepting Offerees shall acquire the number of shares for which he delivered notice of acceptance. 2.7. If the number of Offered Shares for which there are acceptances is, in the aggregate, more than the number of Offered Shares, then each of the accepting Offerees shall acquire the number of shares for which he delivered notice of acceptance, and each Offeree who sent acceptance to the Notice of Remaining Offered Shares (the “Accepting Offeree”) shall acquire such number of the Remaining Offered Shares that is equal to the Remaining Offered Shares multiplied by a fraction in which the number of shares held by such Accepting Offeree immediately prior to the Offer, on an outstanding basis, shall be numerator, and the aggregate number of shares which are held at that time by all Accepting Offerees on an outstanding basis shall be the denominator. 2.8. The Offered Shares shall become the property of each Offeree who agreed agrees to purchase the Offered Shares on the terms specified in the Offer, the Offered Shares shall become the property of the Offeree against payment of the consideration as specified in the Offer. If there remain any Ordinary Shares that have not been acquired by an the Offeree and the Selling Party has not exercised its right to refuse to transfer any of the Offered Shares pursuant to the Offer (as set forth in Section 2.3), then subject to the Offeree’s 's right under Section 2.9 2.6 below, the Selling Party may sell such remaining Ordinary Shares or, if it has exercised its right under Section 2.3, all Offered Shares to a third party, provided that such sale is consummated (i) in a bona fide transaction; transaction (ii) at a price that is not lower than that specified in the Offer; (iii) subject to payment terms that are no more favorable to the purchaser than those specified in the Offer, all within a 90 day period from the expiry of the ten (10) day days period; , and (iv) provided that, if the sale is not carried out on the market and the transferee following such purchase will hold shares representing three percent (3%) or more of the Company’s issued and outstanding share capitalmarket, the transferee of the Offered Shares shall become party take such Offered Shares subject to this Agreementall of the restrictions contained herein. 2.92.6. If an the Offeree wishes to sell or otherwise transfer any or all of such Offeree’s 's Ordinary Shares together with the Offered Shares being sold by the Selling Party, such the Offeree (the “Tag Along Shareholder”"TAG ALONG SHAREHOLDER") shall, during such 10 day period, have the right to notify the Selling Party of its intention to exercise its Tag Along Right pursuant to this Section 2.9 2.6 (the “Tag Along Notice”"TAG ALONG NOTICE"). Following the Tag Along Notice, the Tag Along Shareholder shall add to the Ordinary Shares being sold by the Selling Party to such proposed purchaser thereof (the “Proposed Purchaser”"PROPOSED PURCHASER") that number of Ordinary Shares which bears the same ratio to the total number of Ordinary Shares held by the Tag Along Shareholder, on an outstanding as if converted deemed exercised basis, as the ratio that the number of the Offered Shares bears to the Selling Party’s 's total number of Ordinary Shares of the Company, on an outstanding as if converted deemed fully diluted basis, and upon the same terms and conditions under which the Selling Party’s 's Ordinary Shares shall be sold. In the event that the Tag Along Shareholder exercises its rights hereunder, the Selling Party must cause the Proposed Purchaser to add such Ordinary Shares to the Offered Shares to be purchased by the Proposed Purchaser, as part of the sale agreement, or reduce the number of Ordinary Shares that it proposes to sell to the Proposed Purchaser (in which case, the Selling Party and the Tag Along Shareholder will contribute the identical portion of Ordinary Shares relative to their total shareholdings in the Company, calculated on an outstanding as if converted and fully diluted basis), and either conclude the transaction in accordance with such revised structure or withdraw from completing the transaction. Notwithstanding the above said, this Section 2.9 shall not apply to sales by MS of its shares of the Company. 2.102.7. Notwithstanding the foregoing, the provisions of this Section 2 shall not apply to any transfer of Ordinary Shares by a Shareholder to its Permitted Transferees. For purposes of this Agreement, the term “Permitted Transferees” "PERMITTED TRANSFEREES" shall mean (i) a transferee by operation of law; (ii) in the case of a transfer by a Selling Party that is an investment fund, any affiliated fund managed by the same general partner or management company or by an affiliate thereof and/or the investors of the investment fund and (iii) an entity controlled by, controlling, or under common control with the Selling Party. A transferee by operation Party or of law shall not be considered Permitted Transfereeany person set forth in (i) - (iii). Notwithstanding anything set forth above, in the event that a banking institution realizes its pledge over shares of the Company held by a Shareholder and wishes to sell any or all of such shares, the other Shareholder whose shares of the Company are not being sold by such banking institution shall be granted a Right of First Offer with respect to such shares (in accordance with the provisions of Section 2.8 2.5 above) but shall not have the Tag-Along Right set forth in Section 2.9 2.6 above.

Right of First Offer; Tag-Along. 2.1. Any (a) If a Shareholder (the “Selling Party”"SELLING PARTY") wishing wishes to sell or otherwise transfer Ordinary Shares of the Company to a person or entity who is not a Permitted TransfereeCompany, as defined hereinafter, such Shareholder shall be required to first make an offer to the other Shareholders (each an “Offeree”the "OFFEREES"), as set forth below. 2.2. (b) The Selling Party shall send each Offeree the Offerees a written offer in which the Selling Party shall specify the following information (the “Offer”"OFFER"): (i) the number of Ordinary Shares that the Selling Party proposes to sell or transfer (the “Offered Shares”"OFFERED SHARES"); (ii) a representation and warranty that the Offered Shares are shall be, at the time of their transfer, free and clear of all pledges, debts, security interests and other third party interestsEncumbrances; and (iii) the price that the Selling Party intends to receive in respect of the Offered Shares, which shall be stated in cash, together with the requested terms of payment thereof; (iv) the identity of the prospective purchaser or transferee, if any. The Offer shall constitute an irrevocable offer made by the Selling Party to sell to each Offeree the Offerees the Offered Shares or to have such Offeree Offerees participate in such sale, on a pro-rata basis all upon the terms specified in the Offer and as described below. For the purpose of this Section 2, the pro-rata portion of each Offeree shall mean a fraction of the Offered Shares of which the aggregate number of shares which are held by such Offeree immediately prior to the Offer, on an outstanding basis, shall be the numerator, and the aggregate number of shares which are held at that time by all the Offerees, on an outstanding basis shall be the denominator. 2.3. (c) If the Offer specifies that it is contingent upon the purchase of all of the Offered Shares, the Selling Party shall be entitled to refuse to transfer the Ordinary Shares pursuant to the Offer to an Offeree if, following compliance with Section 2.5 below, the Offerees if the Offerees do not wish to purchase all of the Offered Shares. 2.4. (d) Each Offeree will notify the Selling Party within 10 business days of receipt of the Offer whether it (i) wishes to purchase all or any portion of such Offeree’s pro-rata portion of the Offered Shares, or (ii) wishes to participate in the sale to a proposed purchaser specified in the Offer or, if there was no proposed purchaser at the time of the Offer, any other third party, . If an Offeree did not give such notice electing any of the above (i) or (ii) alternatives, such Offeree shall be deemed to have notified that it does not wish to either purchase buy the Offered Shares or participate in the sale thereof. Such Offeree response must be received by In case that according to the Selling Party within ten (10) days after receipt of the Offer by such Offeree (“Offeree’s Notice”). 2.5. If the aggregate number of Offered Shares accepted by the Offerees is less Offerees' notifications, they wish to purchase more than the number of Offered Shares, then the Selling Party shall send a notice to the Offerees who accepted to purchase all the Shares offered to them that shall state the number of Offered Shares for which no acceptances were delivered (“Notice of Remaining Offered Shares”). The Offerees who received a Notice of Remaining Offered Shares, may exercise an option to purchase any entire amount of the Offered Shares for which no acceptances were delivered upon and they do not reach an agreement on the terms allocation of the Offer. Acceptances for purchasing remaining Offered Shares must be received by the Selling Party within ten (10) days after receipt by the relevant Offerees of the Notice of Remaining Offered Shares. 2.6. If the number of Offered Shares for which there are acceptances is, in the aggregate, equal to the number of such Offered Shares, then each Offeree shall be entitled to purchase its pro rata share of the accepting Offerees shall acquire Offered Shares. Each Offeree's pro rata share of the number of shares for which he delivered notice of acceptance. 2.7. If the number of Offered Shares for which there are acceptances isshall be a fraction, in the aggregate, more than the number of Offered Shares, then each of the accepting Offerees shall acquire the number of shares for which he delivered notice of acceptance, and each Offeree who sent acceptance to the Notice of Remaining Offered Shares (the “Accepting Offeree”) shall acquire such number of the Remaining Offered Shares that is equal to the Remaining Offered Shares multiplied by a fraction in which the number of shares held Ordinary Shares of the Company owned by such Accepting Offeree immediately prior to on the date of the Offer shall be the numerator and the total number of Ordinary Shares of the Company held (on such date of the Offer, on an outstanding basis, shall be numerator, and the aggregate number of shares which are held at that time ) by all Accepting Offerees on an outstanding basis who wish to purchase the Offered Shares shall be the denominator. 2.8. The Offered Shares shall become (e) If one or more of the property of each Offeree who agreed Offerees agrees to purchase the Offered Shares on the terms specified in the Offer, the Offered Shares shall become the property of the Offeree(s) against payment of the consideration as specified in the Offer. If there remain any Ordinary Shares that have not been acquired by an Offeree the Offerees and the Selling Party has not exercised its right to refuse to transfer any of the Offered Shares pursuant to the Offer (as set forth in Section 2.3sub-section (c) above), then subject to the Offeree’s right Offerees' rights under Section 2.9 sub-section (f) below, the Selling Party may sell such remaining Ordinary Shares or, if it has exercised its right under Section 2.3sub-section (c) above, all Offered Shares to a Shares, the proposed purchaser specified in the Offer or, if there was no proposed purchaser at the time of the Offer, any other third party, provided that such sale is consummated (i) in a bona fide transaction; transaction within a 90 day period (ii) at a price that is not lower than that specified in the Offer; (iii) subject to payment terms that are no more favorable to the purchaser than those specified in the Offer, all within a 90 day period from the expiry of the ten (10) day period; and (iv) provided that, if unless the sale is not carried out on the consummated by means of "market and the transferee following such purchase will hold shares representing three percent (3%) or more of the Company’s issued and outstanding share capitaltrade", the transferee of the Offered Shares shall become acknowledge in writing that it agrees to be bound by the provisions of this Section 5, as if it were an original party to this Agreement. 2.9. (f) If an Offeree does not wish to accept the Offer but wishes to sell or otherwise transfer any or all of such Offeree’s 's Ordinary Shares together with the Offered Shares being sold by the Selling Party, such the Offeree (the “Tag Along Shareholder”"TAG ALONG SHAREHOLDER") shall, during such 10 business day period, have the right to notify the Selling Party of its intention to exercise its Tag Along Right pursuant to this Section 2.9 sub-section (f) (the “Tag Along Notice”"TAG ALONG NOTICE"). Following the Tag Along Notice, the Tag Along Shareholder shall add to the Ordinary Shares being sold by the Selling Party to such proposed purchaser thereof (the “Proposed Purchaser”"PROPOSED PURCHASER") that number of Ordinary Shares which bears the same ratio to the total number of Ordinary Shares held by the Tag Along Shareholder, on an outstanding basis, as the ratio that the number of the Offered Shares bears to the Selling Party’s 's total number of Ordinary Shares of the Company, on an outstanding basis, and upon the same terms and conditions under which the Selling Party’s 's Ordinary Shares shall be sold. In the event that the Tag Along Shareholder exercises its rights hereunder, the Selling Party must cause the Proposed Purchaser to add such Ordinary Shares to the Offered Shares to be purchased by the Proposed Purchaser, as part of the sale agreement, or reduce the number of Ordinary Shares that it proposes to sell to the Proposed Purchaser (in which case, the Selling Party and the any Tag Along Shareholder will contribute the identical portion of Ordinary Shares relative to their total shareholdings in the Company, calculated on an outstanding basis), and either conclude the transaction in accordance with such revised structure or withdraw from completing the transaction. Notwithstanding the above saidforegoing, in the event that the exercise of the Tag-Along Right by an Offeree would result in such Offeree's non-compliance with the restrictions set forth in Sections 103 or 104 of the Israeli Tax Ordinance, to the extent then applicable to it, then, in lieu of participation in the proposed sale of Company shares to the Proposed Purchaser, such Offeree shall be entitled to sell on a later date, such number of Company shares which the Offeree would have been entitled to add to the Offered Shares sold to the Proposed Purchaser, and the restrictions on transfer set forth in this Section 2.9 2 shall not apply to sales by MS of its shares of the Companysuch sale. 2.10. (g) Notwithstanding the foregoing, the provisions of this Section 2 5.2 shall not apply to any transfer of Ordinary Shares by a Shareholder to its Permitted TransfereesTransferees (provided that such Permitted Transferee shall acknowledge in writing that it agrees to be bound by the provisions of this Section 5, as if it were an original party to this part of the Agreement) nor to any transfer from Macpell to Arwol or from Arwol to Macpell. For purposes of this Agreement, the term “Permitted Transferees” "PERMITTED TRANSFEREES" shall mean (i) a transferee by operation of law; (ii) in the case of a transfer by a Selling Party that is an investment fund, any affiliated fund managed by the same general partner or management company or by an affiliate thereof and/or the investors of such investment fund, (iii) an entity controlled by, controlling, or under common control with the Selling Party. A transferee by operation of law shall not be considered Permitted Transferee. Notwithstanding anything set forth above, in the event that a banking institution realizes its pledge over shares of the Company held by a Shareholder and wishes to sell Party or any or all of such shares, the other Shareholder whose shares of the Company are not being sold by such banking institution shall be granted a Right of First Offer with respect to such shares (in accordance with the provisions of Section 2.8 above) but shall not have the Tag-Along Right person set forth in Section 2.9 above(i) - (iii); (iv) an individual (and/or any of his immediate family members) controlling the Selling Party or any person set forth in (i) - (iii); and (v) a transferee in a swap (or substantially similar) transaction according to which the Selling Party receives shares of Macpell as consideration for Ordinary Shares in Tefron, in a manner that its holdings in Tefron, directly, and indirectly through Macpell, are not materially reduced.