THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), THE ISRAELI SECURITIES
LAW OF 1968 (THE “SECURITIES LAW”) OR APPLICABLE STATE SECURITIES LAWS. IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT, THE SECURITUES LAW AND SUCH STATE LAWS, THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, THE SECURITIES
LAW AND SUCH STATE LAWS.


 


ORDINARY SHARES PURCHASE WARRANT


 


rosetta
genomics ltd.


 


	Warrant Shares:	Initial Exercise Date: January 26, 2012


 


 


THIS ORDINARY SHARES PURCHASE WARRANT (the
“Warrant”) is being issued pursuant to that certain engagement letter, dated January 2, 2012, by and between
Rosetta Genomics Ltd., a company organized under the laws of the State of Israel (the “Company”), and Aegis
Capital Corp., and certifies that, for value received,                               
or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and
the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”)
and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination
Date”) but not thereafter, to subscribe for and purchase from the Company, up to                
Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The “Exercise Price”
of one Ordinary Share under this Warrant shall be equal to $0.1038.


 


		1.	Exercise of Warrant



 


		1.1   
	Exercise for Cash. This Warrant shall be exercised by
            presentation and surrender hereof to the Company at the principal office of the Company, accompanied by (i) a written
            notice of exercise and (ii) payment to the Company, for the account of the Company, of the Exercise Price for the
            number of Warrant Shares specified in such notice. The Exercise Price for the number of Warrant Shares specified in
            the notice shall be payable in immediately available funds.



 


		1.2   
	Cashless Exercise. Only if there is no effective registration
            statement covering the resale of the Warrant Shares issuable hereunder, in lieu of payment of the Exercise Price as
            set forth above in Section 1.1, this Warrant may also be exercised by means of a “cashless exercise” in
            which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient
            obtained by dividing [(A-B) (X)] by (A), where:



 






    	 



    	 



    
 


		(A) =	the Fair Market Value of an Ordinary Share on the Trading
Day immediately preceding the date of receipt by the Company of the written notice of exercise;



 


		(B) =	the Exercise Price of this Warrant, as adjusted; and



 


		(X) =	the number of Warrant Shares issuable upon exercise of
this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise or,
if only a portion of this Warrant is being exercised, the portion of this Warrant being canceled.



 


For purposes of this Section
1.2, “Fair Market Value” of an Ordinary Share on any Trading Day shall be deemed to be:


 


		(i)	if the Ordinary Shares are listed on a national securities exchange or traded
in the over-the-counter market, and sales prices are regularly reported, the closing or last sale price of the Ordinary Shares
for such Trading Day; and



 


		(ii)	if the Ordinary Shares are not traded on a national securities exchange but are traded on the over-the-counter
market, if sales prices are not regularly reported, and if bid and asked prices are regularly reported, the mean between the bid
and the asked price at the close of trading in the over-the-counter market for such Trading Day.



 


		(iii)	if clauses (i) and (ii) above are not applicable, the Board of Directors of the Company shall determine
Fair Market Value in its reasonable good faith judgment



 


For purposes of this Warrant,
“Trading Day” shall mean a day on which the principal securities exchange on which the Ordinary Shares are listed or
admitted to trading is open for the transaction of business or, if such security is not listed or admitted to trading on any national
securities exchange, but is traded on the over-the-counter market, a day on which such over-the-counter market is open for the
transaction of business.


 


		1.3   
	Partial Exercise, Etc. If this Warrant should be exercised
            in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant
            evidencing the rights of the Holder to purchase the balance of the shares purchasable hereunder.



 


		1.4	Issuance of the Warrant Shares. Upon presentation of the notice of
exercise, surrender of this Warrant, and, if applicable, payment of the Exercise Price pursuant to Section 1.1, the Company shall
issue promptly to the Holder the shares to which the Holder is entitled thereto. Upon receipt by the Company of the notice of exercise
(and the Exercise Price, if applicable), the Holder shall be deemed to be the Holder of the shares issuable upon such exercise.
The Company shall pay all taxes and other charges that may be payable in connection with the issuance of this Warrant and/or any
shares hereunder and the preparation and delivery of share certificates pursuant hereto, but shall not pay any taxes payable by
the Holder by virtue of the holding, issuance, exercise or sale of this Warrant or the Warrant Shares by the Holder.



 






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		2.	Reservation of Shares; Preservation of Rights of Holder 



 


The Company hereby agrees that
it will maintain and reserve, free from preemptive rights, such number of authorized but unissued Ordinary Shares so that this
Warrant may be exercised without additional authorization of Ordinary Shares after giving effect to all other options, warrants,
convertible securities and other rights to acquire shares of the Company. The Company further agrees that it will not, by articles
of association amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary
act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or
performed hereunder by the Company, or the provisions contained in the Company's relating to the rights of the holders of the Warrant
Shares.


 


		3.	Exchange or Loss of Warrant 



 


Upon receipt by the Company
of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in case of loss,
theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated,
the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute
an additional contractual obligation on the part of the Company, whether or not the Warrant so lost, stolen destroyed or mutilated
shall be at any time enforceable by anyone.


 


		4.	Adjustment



 


The number and kind of securities
purchasable initially upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time
upon the occurrence of certain events, as follows:


 


		4.1	Adjustment for Shares Splits and Combinations. If the Company at any
time or from time to time effects a subdivision of the type of securities constituting the Warrant Shares, the number of Warrant
Shares issuable upon exercise of this Warrant immediately before the subdivision shall be proportionately increased, and conversely,
if the Company at any time or from time to time combines the type of securities constituting the Warrant Shares, the number of
Warrant Shares issuable upon exercise of this Warrant immediately before the combination shall be proportionately decreased. Any
adjustment under this Section 4.1 shall become effective at the close of business on the date the subdivision or combination becomes
effective.



 


		4.2	Adjustment for Reclassification, Exchange and Substitution. If the
type of securities constituting the Warrant Shares issuable upon the exercise of this Warrant are changed into the same or a different
number of shares of any class or classes of shares, whether by recapitalization, reclassification or otherwise (other than a subdivision
or combination of shares or shares dividend or a reorganization, merger, consolidation or sale of assets), then and in any such
event the Holder shall have the right thereafter to exercise this Warrant into the kind and amount of shares and other securities
receivable upon such recapitalization, reclassification or other change, by holders of the number of shares of Ordinary Shares
for which this Warrant might have been exercised immediately prior to such recapitalization, reclassification or change, all subject
to further adjustment as provided herein and under the Company’s Articles of Association.



 






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		4.3	Reorganization. If at any time from time to time there is a capital
reorganization of the Ordinary Shares (other than a recapitalization, subdivision, combination, reclassification or exchange of
shares provided for elsewhere in this Section) or a merger or consolidation of the Company with or into another corporation, or
the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such reorganization,
merger, consolidation or sale, provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise
of this Warrant, the number of shares or other securities or property of the Company, or of the successor corporation resulting
from such merger or consolidation or sale, to which a holder of Ordinary Shares deliverable upon conversion would have been entitled
on such capital reorganization, merger, consolidation or sale.



 


		4.4	Adjustment of Exercise Price. Upon each adjustment in the number of
Warrant Shares purchasable hereunder, the Exercise Price shall be proportionately increased or decreased, as the case may be, in
a manner that is the inverse of the manner in which the number of Warrant Shares purchasable hereunder shall be adjusted.



 


		4.5	Notice. Whenever the number of Warrant Shares for which this Warrant
is exercisable is adjusted as provided in Section 4 hereof, the Company shall promptly compute such adjustment and mail to the
Holder a certificate, signed by a principal financial officer of the Company, setting forth the number of Warrant Shares for which
this Warrant is exercisable and the Exercise Price as a result of such adjustment, a brief statement of the facts requiring such
adjustment and the computation thereof and when such adjustment has or will become effective.



 


		5.	Notice



 


Whenever the number of Warrant
Shares for which this Warrant is exercisable is adjusted as provided in Section 4 hereof, the Company shall promptly compute such
adjustment and mail to the Holder a certificate, signed by a principal financial officer of the Company, setting forth the number
of Warrant Shares for which this Warrant is exercisable and the Exercise Price as a result of such adjustment, a brief statement
of the facts requiring such adjustment and the computation thereof and when such adjustment has or will become effective.


 






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		6.	Rights of the Holder



 


This Warrant
does not entitle the Holder to any voting rights, dividends or other rights as a shareholder of the Company prior to the exercise
hereof.


 


		7.	Successors and Assigns



 


Subject to applicable securities
laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors
and permitted assigns of the Company and the successors and permitted assigns of Holder.


 


		8.	Notices



 


Any and all notices or other
communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number
set forth below at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto
on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd)
Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt
by the party to whom such notice is required to be given. The address for such notices and communications is as follows:


 


		If to the Holder:	Aegis Capital Corp.



810
7th Avenue – 11th Floor


New
York, NY 10019


Fax: 212-813-1048


 


		If to Company:	Rosetta Genomics Ltd.



10
Plaut St.


Rehovot,
Israel 76706


Attn:
General Counsel


Fax: +972-73-222-0701


 


		With a copy to:	Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.



One
Financial Center


Boston,
MA 02111


Attn: Brian P. Keane


Fax: 617-542-2241


 


Each of the above addressees
may change its address for purposes of this paragraph by giving to the other addressees notice of such new address in conformance
with this paragraph.


 






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		9.	Amendment



 


This Warrant may be modified
or amended or the provisions hereof waived with the written consent of the Company and the Holder.


 


		10.	Entire Agreement



 


This Warrant constitutes the
entire agreement between the parties hereto with regard to the subject matters hereof, and supersedes any prior communications,
agreements and/or understandings between the parties hereto with regard to the subject matters hereof.


 


		11.	Fractional Shares



 


No fractional shares shall be
issued upon exercise of the Warrant and the number of Warrant Shares to be issued shall be rounded to the nearest whole share.


 


 


 


	 	Rosetta Genomics Ltd.
	 	 
	 	 
	 	By:________________________
	 	Name:  Kenneth A. Berlin
	 	Title: President and Chief Executive Officer


 






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