STOCK
      PURCHASE AGREEMENT 

    


    BY
      AND AMONG

    


    ROSETTA
      GENOMICS LTD., 

    


    ROSETTA
      GENOMICS INC.,

    


    PARKWAY
      CLINICAL LABORATORIES, INC.

    


    AND

    


    DR.
      RAZA BOKHARI

    


    Dated
      as of July 22, 2008

     

    
      
        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    TABLE
      OF CONTENTS

    


    
      	
              ARTICLE
                I PURCHASE AND SALE OF COMPANY SHARES

            	
              1

            
	 	 	 
	
              1.1

            	
              Purchase
                and Sale of Company Shares

            	
              1

            
	
              1.2

            	
              Closing.

            	
              1

            
	
              1.3

            	
              Withholding
                Rights

            	
              2

            
	
              1.4

            	
              Transfer
                Taxes

            	
              2

            
	 	 
	
              ARTICLE
                II PURCHASE PRICE; EARN-OUT

            	
              2

            
	 	 	 
	
              2.1

            	
              Purchase
                Price; Payment.

            	
              2

            
	
              2.2

            	
              Earn-Out
                Payment.

            	
              2

            
	 	 
	
              ARTICLE
                III REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
                STOCKHODLER

            	
              4

            
	 	 	 
	
              3.1

            	
              Organization,
                Good Standing and Qualification; Organizational Documents

            	
              4

            
	
              3.2

            	
              Subsidiaries;
                Investments

            	
              4

            
	
              3.3

            	
              Capitalization.

            	
              4

            
	
              3.4

            	
              Authorization;
                Binding Obligation

            	
              5

            
	
              3.5

            	
              Consents
                and Approvals

            	
              5

            
	
              3.6

            	
              No
                Violation

            	
              6

            
	
              3.7

            	
              Approvals
                and Orders; Permits

            	
              6

            
	
              3.8

            	
              Title
                to and Condition of Properties; Sufficiency of Assets.

            	
              6

            
	
              3.9

            	
              Financial
                Statements.

            	
              7

            
	
              3.10

            	
              No
                Undisclosed Liability

            	
              7

            
	
              3.11

            	
              Absence
                of Certain Events

            	
              7

            
	
              3.12

            	
              Real
                Property.

            	
              8

            
	
              3.13

            	
              Personal
                Property Leases

            	
              9

            
	
              3.14

            	
              Environmental
                Matters.

            	
              9

            
	
              3.15

            	
              Legal
                Proceedings

            	
              10

            
	
              3.16

            	
              Compliance
                with Laws.

            	
              10

            
	
              3.17

            	
              Employment
                Matters.

            	
              12

            
	
              3.18

            	
              Employee
                Benefit Plans.

            	
              13

            
	
              3.19

            	
              No
                Brokers

            	
              15

            
	
              3.20

            	
              Taxes.

            	
              15

            
	
              3.21

            	
              Contracts.

            	
              16

            
	
              3.22

            	
              Transactions
                With Affiliates

            	
              18

            
	
              3.23

            	
              Insurance

            	
              18

            
	
              3.24

            	
              Intellectual
                Property.

            	
              19

            
	
              3.25

            	
              Payment
                Programs

            	
              21

            
	
              3.26

            	
              Customers

            	
              21

            
	
              3.27

            	
              Accounts
                Receivable and Accounts Payable.

            	
              21

            
	
              3.28

            	
              Books
                and Records

            	
              22

            
	
              3.29

            	
              Internal
                Controls

            	
              22

            
	
              3.30

            	
              Bank
                Accounts; Powers of Attorney

            	
              22

            
	
              3.31

            	
              Investment
                Representations

            	
              22

            
	
              3.32

            	
              Disclosure

            	
              23

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              ARTICLE
                IV REPRESENTATIONS AND WARRANTIES OF PARENT AND THE BUYER

            	
              23

            
	 	 	 
	
              4.1

            	
              Organization,
                Good Standing and Qualification

            	
              24

            
	
              4.2

            	
              Ownership
                of the Buyer; No Prior Activities

            	
              24

            
	
              4.3

            	
              Authorization;
                Binding Obligation

            	
              24

            
	
              4.4

            	
              Valid
                Issuance of Parent Ordinary Shares

            	
              24

            
	
              4.5

            	
              Consents
                and Approvals

            	
              24

            
	
              4.6

            	
              Litigation

            	
              25

            
	
              4.7

            	
              Parent
                Reports

            	
              25

            
	
              4.8

            	
              No
                Brokers

            	
              25

            
	 	 
	
              ARTICLE
                V COVENANTS

            	
              25

            
	 	 	 
	
              5.1

            	
              Conduct
                of Business Pending Closing

            	
              25

            
	
              5.2

            	
              Exclusivity

            	
              27

            
	
              5.3

            	
              Non-Trading

            	
              27

            
	
              5.4

            	
              Cooperation;
                Approvals, Filings and Consents.

            	
              28

            
	
              5.5

            	
              Access
                to Information

            	
              28

            
	
              5.6

            	
              Notice
                of Certain Events

            	
              29

            
	
              5.7

            	
              Public
                Announcements

            	
              29

            
	
              5.8

            	
              Restriction
                on Transfer of Shares.

            	
              29

            
	
              5.9

            	
              Tax
                Matters.

            	
              31

            
	
              5.10

            	
              Mutual
                Cooperation

            	
              32

            
	
              5.11

            	
              Registration.

            	
              33

            
	
              5.12

            	
              Non-competition;
                Non-Solicitation; Confidentiality; Reasonableness.

            	
              34

            
	
              5.13

            	
              Repayment
                of Debt Payoff Amount

            	
              35

            
	 	 
	
              ARTICLE
                VI CONDITIONS PRECEDENT TO CLOSING

            	
              36

            
	 	 	 
	
              6.1

            	
              Conditions
                to Obligation of Each Party

            	
              36

            
	
              6.2

            	
              Additional
                Conditions to Obligations of Parent and the Buyer

            	
              36

            
	
              6.3

            	
              Additional
                Conditions to Obligations of the Company

            	
              38

            
	 	 
	
              ARTICLE
                VII INDEMNIFICATION

            	
              39

            
	 	 	 
	
              7.1

            	
              Indemnification.

            	
              39

            
	
              7.2

            	
              Indemnification
                Process.

            	
              40

            
	
              7.3

            	
              Survival
                of Representations, Warranties and Covenants

            	
              43

            
	
              7.4

            	
              Fraud
                and Related Claims; Characterization of Payments

            	
              43

            
	 	 
	
              ARTICLE
                VIII TERMINATION, AMENDMENT, WAIVER AND EXPENSES

            	
              43

            
	 	 	 
	
              8.1

            	
              Termination

            	
              43

            
	
              8.2

            	
              Effect
                of Termination

            	
              44

            
	
              8.3

            	
              Expenses

            	
              45

            
	 	 
	
              ARTICLE
                IX MISCELLANEOUS

            	
              45

            
	 	 	 
	
              9.1

            	
              Entire
                Agreement

            	
              45

            
	
              9.2

            	
              Amendment
                and Waiver

            	
              45

            
	
              9.3

            	
              Assignment

            	
              45

            
	
              9.4

            	
              Waivers

            	
              45

            
	
              9.5

            	
              Governing
                Law; Venue; Waiver of Jury Trial

            	
              46

            
	
              9.6

            	
              Specific
                Performance

            	
              46

            
	
              9.7

            	
              Interpretation

            	
              46

            
	
              9.8

            	
              Severability

            	
              46

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    


    
      	
              9.9

            	
              Notices

            	
              47

            
	
              9.10

            	
              Representation
                by Counsel

            	
              48

            
	
              9.11

            	
              Construction

            	
              48

            
	
              9.12

            	
              Waivers

            	
              48

            


    


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    


    EXHIBITS
      AND SCHEDULES


     

    EXHIBITS:

    


    
      	
              Exhibit
                A

            	
              Form
                of Employment Agreement

            
	
              Exhibit
                B

            	
              Form
                of Lock-up Agreemnet

            
	
              Exhibit
                C

            	
              Form
                of Payoff Letter

            
	
              Exhibit
                D 

            	
              Form
                of Release and Waiver

            
	
              Exhibit
                E

            	
              Form
                of Legal Opinion of Company Counsel

            


    

    


    SCHEDULES:

    


    
      	
              Schedule
                I

            	
              Index
                of Defined Terms; Table of
                Definitions

            


    

    


    Company
      Disclosure Schedule



    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    STOCK
      PURCHASE AGREEMENT 

    


    THIS
      STOCK PURCHASE AGREEMENT (this “Agreement”),
      dated
      as of July 22, 2008, is made by and among Rosetta Genomics Ltd., a company
      organized under the laws of the State of Israel (“Parent”),
      Rosetta Genomics Inc., a Delaware corporation (the “Buyer”),
      Parkway Clinical Laboratories, Inc., a Pennsylvania corporation (the
“Company”),
      and
      Dr. Raza Bokhari, the sole stockholder of the Company (the “Stockholder”).

     

    


    WHEREAS, the
      Stockholder owns all of the issued and outstanding shares of capital stock
      of
      the Company, which consists solely of 800 shares (the “Company
      Shares”)
      of
      common stock, $0.01 par value per share, of the Company (the “Common
      Stock”);
      and

     

    WHEREAS,
      subject to the terms and conditions set forth herein, the Stockholder desires
      to
      sell to the Buyer, and the Buyer desires to purchase from the Stockholder,
      all
      of the Company Shares.

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual representations,
      warranties, covenants and agreements herein contained, and intending to be
      legally bound hereby, each of Parent, the Buyer, the Company and the Stockholder
      hereby agrees as follows:

    


    ARTICLE
      I

     

    PURCHASE
      AND SALE OF COMPANY SHARES

     

    1.1 Purchase
      and Sale of Company Shares.
      At the
      Closing, on the terms and subject to the conditions set forth in this Agreement,
      the Stockholder shall sell, assign, transfer and deliver to the Buyer, and
      the
      Buyer shall purchase, acquire and accept from the Stockholder, all of the
      Company Shares free and clear of all Liens.

     

    1.2 Closing.

     

    (a) Subject
      to the terms and conditions hereof, the closing of the transactions contemplated
      by this Agreement (the “Closing”)
      will
      take place remotely via the exchange of executed documents and other closing
      deliverables at the earliest time (and in any event no later than the third
      Business Day) following the date on which all of the conditions set forth in
      Article VI have been satisfied (other than delivery of items to be delivered
      at
      the Closing and other than satisfaction of those conditions that by their nature
      are to be satisfied at the Closing, it being understood that the occurrence
      of
      the Closing shall remain subject to the delivery of such items and the
      satisfaction or waiver of such conditions at the Closing) or, if permissible,
      waived, unless another date is agreed to in writing by Parent and the Company.
      The date on which the Closing actually occurs is herein referred to as the
      “Closing
      Date.”
      

     

    (b) At
      the
      Closing, the Stockholder shall deliver to the Buyer a certificate or
      certificates representing all of the Company Shares held by the Stockholder,
      duly endorsed in blank for transfer or together with stock powers duly executed
      in blank. The Stockholder hereby agrees, at his own cost, to execute and deliver
      or procure to be done and executed and delivered such other instruments and
      documents and to do all such further acts and things as may be necessary for
      effecting completely the transfer of the legal and beneficial ownership of
      the
      Company Shares to the Buyer free from all Liens.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.3 Withholding
      Rights.
      The
      Buyer shall be entitled to deduct and withhold from any amounts otherwise
      payable pursuant to this Agreement such amounts as are required to be deducted
      and withheld with respect to the making of such payments under the provisions
      of
      any applicable Tax laws. Any such withheld amounts shall be treated for all
      purposes of this Agreement as having been paid to the Stockholder in respect
      of
      which such deduction and withholding was made.

     

    1.4 Transfer
      Taxes.
      Any
      sales, transfer or similar Taxes in connection with the transactions
      contemplated hereby shall be borne and paid by the Stockholder.

     

    ARTICLE
      II

     

    PURCHASE
      PRICE; EARN-OUT

     

    2.1 Purchase
      Price; Payment. 

     

    (a) The
      purchase price (the “Purchase
      Price”)
      for
      the Company Shares shall be an amount equal to (A) the Base Purchase Price
      minus
      the Debt
      Payoff Amount (the “Closing
      Payment”)
      plus
      (B) the
      right to receive the Earn-Out Payment to the extent earned in accordance with
      Section 2.2. One Million Dollars ($1,000,000) of the Closing Payment (the
“Closing
      Stock Payment”)
      shall
      be paid by the delivery of such number of ordinary shares of Parent, nominal
      value NIS 0.01 per share (the “Parent
      Ordinary Shares”),
      as is
      determined by dividing the Closing Stock Payment by the Closing Share Price.
      The
      balance of the Closing Payment, if any, shall be payable in cash (the
“Closing
      Cash Payment”).
      

     

    (b) At
      least
      three (3) Business Days prior to the Closing, the Stockholder shall deliver
      to
      the Buyer the Payoff Letters evidencing the Debt Payoff Amount. At the Closing,
      the Buyer shall (i) pay or cause to be paid to the Stockholder the Closing
      Cash
      Payment, if any, and (ii) deliver or cause to be delivered to the Stockholder
      a
      certificate representing the shares of Parent Ordinary Shares for the Closing
      Stock Payment. 

     

    2.2 Earn-Out
      Payment. 

     

    (a) As
      additional consideration for the Company Shares, the Stockholder shall be
      entitled to receive in accordance with this Section 2.2 the amount of Three
      Hundred Thousand Dollars ($300,000) (the “Earn-Out
      Payment”)
      subject to the achievement of either of the following milestones (each, a
“Milestone”)
      on or
      prior to the twelve (12) month anniversary of the Closing Date (the
“Milestone
      Date”):

     

    (i) Parent’s
      Market Value equals
      or
      exceeds One Hundred Million Dollars ($100,000,000) for thirty (30) consecutive
      trading days at any time during the period from the Closing Date through the
      Milestone Date; or


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    (ii) The
      consolidated revenues of Parent, the Buyer and the Company for the twelve (12)
      months period commencing on August 1, 2008 (the “Consolidated
      Revenues”)
      equal
      or exceed Eight Million Dollars ($8,000,000) which revenues shall be calculated
      based on the principles set forth in Exhibit
      2.2(a) attached
      hereto.

     

    (b) If
      the
      Earn-Out Payment is earned pursuant to this Section 2.2(a), One Hundred Thousand
      Dollars ($100,000) of the Earn-Out Payment (the “Earn-Out
      Stock Payment”)
      shall
      be paid by the delivery of such number of Parent Ordinary Shares as is
      determined by dividing the Earn-Out Stock Payment by the Earn-Out Share Price
      and the balance of the Earn-Out Payment shall be payable in cash (the
“Earn-Out
      Cash Payment”).

     

    (c) If
      the
      Buyer determines that the Earn-Out Payment has not been earned as of the
      Milestone Date as a result of the Milestone set forth in Section 2.2(a)(ii)
      not
      having been satisfied, within sixty (60) days following the Milestone Date,
      the
      Buyer shall deliver to the Stockholder a written notice setting forth its
      calculation of the Consolidated Revenues (the “Milestone
      Notice”).
      The
      Stockholder shall have the right to review the calculation of the Consolidated
      Revenues for a period of twenty (20) days following the delivery of the
      Milestone Notice by the Buyer (the “Milestone
      Review Period”).
      The
      Buyer shall make the books and records used in preparing the calculation of
      the
      Consolidated Revenues available to the Stockholder at reasonable times and
      upon
      reasonable notice following the delivery of the Milestone Notice by the Buyer
      to
      the Stockholder hereunder. Notwithstanding the foregoing, the Buyer shall not
      be
      required to grant access or furnish information to the Stockholder or any of
      its
      representatives to the extent that such information is appropriately subject
      to
      an attorney/client or attorney work product privilege. The Stockholder shall
      have the right to object to the calculation of the Consolidated Revenues by
      notifying the Buyer in writing (the “Milestone
      Disagreement Notice”)
      of
      such objection (and the details thereof) and the Stockholder’s calculation of
      the Consolidated Revenues, prior to the expiration of the Milestone Review
      Period. If the Stockholder does not make any such objection prior to the
      expiration of the Milestone Review Period, the calculation of the Consolidated
      Revenues set forth in the Milestone Notice shall be determinative for purposes
      of this Section 2.2 and shall be final and binding on all parties.

    


    (d) If
      the
      Stockholder delivers a Milestone Disagreement Notice to the Buyer prior to
      the
      expiration of the Milestone Review Period, the Stockholder and the Buyer shall,
      during the thirty (30) day period following the delivery of the
      Stockholder’s objection, attempt in good faith to resolve the matters to which
      the Stockholder objected. In the event the Stockholder and the Buyer cannot
      resolve all of such matters by the end of such thirty (30) day period, such
      parties shall promptly engage an independent public accounting firm (the
“Independent
      Accountants”)
      to
      resolve any items not resolved by the Stockholder and the Buyer. The parties
      shall require the Independent Accountants, within thirty (30) days thereafter,
      to resolve only the matters objected to by the Stockholder and not resolved
      by
      the Stockholder and the Buyer with respect to the determination of the
      calculation of the Consolidated Revenues, and such determination by the
      Independent Accountants shall be determinative for purposes of this Section
      2.2
      and shall be final and binding, absent manifest error. The costs of the
      Independent Accountant shall be borne by the Buyer if the Consolidated Revenues
      are determined by the Independent Accountants to equal to or exceed Eight
      Million Dollars ($8,000,000); otherwise, the costs shall be borne by the
      Stockholder.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


      (e) The
      Earn-Out Payment, if earned, shall be paid not later than ten (10) Business
      Days
      following the date that it is finally determined that the Earn-Out Payment
      is
      payable in accordance with the provisions of this Section 2.2. At the time
      of
      such payment, Parent and the Buyer shall (i) pay or cause to be paid to the
      Stockholder the Earn-Out Cash Payment and (ii) deliver or cause to be delivered
      to the Stockholder a certificate representing the shares of Parent Ordinary
      Shares for the Earn-Out Stock Payment. 

    


    2.3 Offset.
      Any
      payment to which the Stockholder becomes entitled to receive pursuant to this
      Agreement shall be subject to offset with respect to any amounts payable by
      the
      Stockholder pursuant to any provision of this Agreement or any other Related
      Agreement.

    


    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY AND THE

    STOCKHOLDER

     

    Except
      as
      disclosed in the disclosure schedule, dated as of the date of this Agreement
      and
      delivered by the Company and the Stockholder to Parent and the Buyer (the
“Company
      Disclosure Schedule”),
      the
      Company and the Stockholder, jointly and severally, hereby represent and warrant
      to Parent and the Buyer as follows: 

    


    3.1 Organization,
      Good Standing and Qualification; Organizational Documents.
      The
      Company is duly incorporated and validly existing and in good standing under
      the
      Laws of its jurisdiction of incorporation. The Company is duly qualified or
      licensed as a foreign corporation or other entity to do business and is in
      good
      standing under the Laws of each jurisdiction where the character of its assets
      and properties or the nature of its business makes such qualification or
      licensing necessary, all of which are listed in Section 3.1 of the Company
      Disclosure Schedule. The Company has all requisite power and authority, and
      is
      in possession of all Approvals necessary, to own, lease and operate its assets
      and properties and to carry on its business as it is now being
      conducted. The
      Company has delivered to the Buyer complete and accurate copies of the
      Organizational Documents of the Company, as amended (if applicable) and in
      effect as of the date hereof. Such
      Organizational Documents are in full force and effect.

     

    3.2 Subsidiaries;
      Investments.
      The
      Company does not have and has not, at any time since April 1, 2003 or, to the
      knowledge of the Company, at any time prior thereto, had any subsidiaries,
      nor
      does it own or has it, at any time since April 1, 2003 or, to the knowledge
      of
      the Company, at any time prior thereto, owned any capital stock or other
      proprietary interest, directly or indirectly, in any other Person.

     

    3.3 Capitalization. 

     

    (a) The
      Stockholder has good and valid title to the Company Shares free and clear of
      all
      Liens and will deliver the Company Shares to the Buyer at the Closing free
      and
      clear of any Liens. The authorized capital stock of the Company consists of
      10,000 shares of Common Stock, 800 of which (constituting all of the Company
      Shares) are issued and are outstanding. All outstanding shares of Common Stock
      of the Company are owned solely by the Stockholder and no other Person has
      at
      any time held any shares of capital stock of the Company since April 1, 2003,
      and to the knowledge of the Company, at any time prior to April 1, 2003.



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (b) All
      of
      the Company Shares (i) have been duly authorized and validly issued,
      (ii) are fully paid and non-assessable, and (iii) have been issued in
      full compliance with all applicable Laws. The Company has delivered to the
      Buyer
      accurate and complete copies of the stock certificates evidencing the Company
      Shares.

     

    (c) There
      are
      no outstanding rights, options, warrants, conversion rights, stock appreciation
      rights, redemption rights, repurchase rights, calls, commitments, preemptive
      or
      other rights or agreements of any kind (contingent or otherwise) that obligate
      the Company to issue, deliver or sell, or cause to be issued, delivered or
      sold,
      any shares of capital stock or other securities of the Company. 

     

    (d) The
      Company has not repurchased, redeemed or otherwise reacquired any shares of
      capital stock or other securities since April 1, 2003, and to the knowledge
      of
      the Company, at any time prior to April 1, 2003.

     

    3.4 Authorization;
      Binding Obligation.
      The
      Company has all necessary corporate power and authority, and the Stockholder
      has
      all necessary personal power and authority, to execute and deliver this
      Agreement, each Related Agreement to which the Company or the Stockholder is
      a
      party and each other instrument or document required to be executed and
      delivered by it or him pursuant to this Agreement or any such Related Agreement,
      and to perform its or his respective obligations hereunder and thereunder and
      to
      consummate the transactions contemplated hereby and thereby. The execution
      and
      delivery by the Company of this Agreement and each Related Agreement to which
      it
      is a party, the performance of its obligations hereunder and thereunder, and
      the
      consummation of the transactions contemplated hereby and thereby, have been
      duly
      and validly authorized by all necessary action on the part of the Company and
      no
      other corporate proceedings on the part of the Company are necessary to
      authorize this Agreement or any Related Agreement to which the Company is a
      party or to consummate the transactions so contemplated herein and therein.
      This
      Agreement has been, and each of the Related Agreements to which the Company
      or
      the Stockholder is a party, when executed and delivered by such Person, will
      be,
      duly and validly executed and delivered by such Person, and this Agreement
      constitutes, and each Related Agreement to which such Person is a party, when
      executed and delivered by such Person and each other party hereto and thereto,
      will constitute, a legal, valid and binding obligation of such Person
      enforceable against such Person in accordance with its terms, except (i) as
      limited by applicable bankruptcy, insolvency, reorganization, moratorium and
      other Laws of general application affecting enforcement of creditors’ rights
      generally and (ii) as limited by Laws relating to the availability of
      specific performance, injunctive relief or other equitable remedies (the
“Enforceability
      Exceptions”).

     

    3.5 Consents
      and Approvals.
      The
      execution and delivery by the Company and the Stockholder of this Agreement,
      the
      Related Agreements to which such Person is a party or any other instrument
      or
      document required by this Agreement or any Related Agreement to be executed
      and
      delivered by such Person do not, and the performance of this Agreement, the
      Related Agreements to which such Person is a party and
      any
      other instrument or document required by this Agreement or any Related Agreement
      to be executed and delivered by such Person shall not, require such Person
      to
      obtain any Approval of any Person or Approval of, observe any waiting period
      imposed by, or make any filing with or notification to, any Governmental
      Authority.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    3.6 No
      Violation.
      The
      execution and delivery by the Company and the Stockholder of this Agreement,
      the
      Related Agreements to which such Person is a party or
      any
      other instrument or document required by this Agreement or any Related Agreement
      to be executed and delivered by such Person do not, and the performance of
      this
      Agreement, the Related Agreements to which such Person is a party or any other
      instrument or document required by this Agreement or any Related Agreement
      to be
      executed and delivered by such Person, will not, (a) conflict with or violate
      the Organizational Documents of the Company, (b) conflict with or violate any
      Law or Order applicable to such Person, or by which any of its properties are
      bound or affected, or (c) result in any breach or violation of or constitute
      a
      default (or an event that with notice or lapse of time or both would become
      a
      default) under, or give to any other party any rights of termination, amendment,
      acceleration or cancellation of, or result in the creation of a Lien on any
      of
      the properties or assets of such Person pursuant to, any Contract to which
      such
      Person is a party or is otherwise bound, or any Approval to which such Person
      is
      a party or by which such Person or any of its properties are bound or
      affected. 

     

    3.7 Approvals
      and Orders; Permits.
      The
      Company has obtained any and all Approvals and Orders that are required by
      any
      Law or otherwise necessary to enable the Company to (i) conduct the business
      of
      the Company as heretofore conducted and (ii) obtain reimbursement from any
      Payment Program for its services (collectively, the “Permits”). 
      Section 3.7 of the Company Disclosure Schedule sets forth a true and complete
      list, as of the date hereof, of all Permits. The Permits are, and after giving
      effect to the consummation of the transactions contemplated hereby, will
      continue to be, valid and in full force and effect and no violations exist
      in
      respect thereof. None of the Permits are subject to any Lien, limitation,
      restriction, probation or other qualification and there is no default under
      any
      Permit or, to the knowledge of the Company, any basis for the assertion of
      any
      default thereunder. The Company has taken all commercially reasonable actions
      to
      maintain the Permits, and there has been no decision by the Company not to
      renew
      any Permits. There is no Action pending or, to the knowledge of the Company,
      threatened that could result in the termination, revocation, limitation,
      suspension, restriction, lapse or impairment of any Permit or the imposition
      of
      any fine, penalty or other sanctions for violation of any legal or regulatory
      requirements relating to any Permit or, to the knowledge of the Company, any
      basis therefor. The Company has, and has had at all relevant times, all
      Approvals that are or were necessary in order to operate the Company. All
      Permits are validly held by the Company, and the Company has complied with
      the
      terms and conditions of each Permit held by it. The Company has delivered to
      the
      Buyer true copies of all the Permits. 

     

    3.8 Title
      to and Condition of Properties; Sufficiency of Assets. 

     

    (a) The
      Company is the sole and exclusive legal and equitable owner of all right, title
      and interest in, and has good, valid and marketable title to, or has a valid
      leasehold in or a valid license to use, all of the assets and properties,
      tangible or intangible, used or held by the Company, free and clear of all
      Liens. All tangible assets and personal property of the Company included in
      the
      assets and properties of the Company have been maintained in accordance with
      normal industry practice and are in good operating condition and repair, subject
      to ordinary wear and tear and there has not been any interruption of the
      operations of the business of the Company due to the condition of any such
      assets or properties. Section 3.8 of the Company Disclosure Schedule sets forth
      a list of all personal property used by the Company that is material to the
      operation of the Company.


    
      
        
        

      

      
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    (b) The
      assets and properties of the Company, including all assets and properties held
      under the Personal Property Leases, Real Property Leases and License Agreements,
      comprise all assets, properties, rights and Contracts used in operating the
      Company, which are all of the assets, properties, rights and Contracts necessary
      for the Buyer to operate the Company following the Closing in the manner in
      which the Company is currently operated.

     

    3.9 Financial
      Statements. 

     

    (a) Section
      3.9 of the Company Disclosure Schedule contains the following financial
      statements (collectively, the “Financial
      Statements”): 

     

    (i) the
      internally-prepared balance sheet of the Company as of June 30, 2008 (the
“Interim
      Balance Sheet”)
      and
      the related statement of income for the nine-month period then ended
      (collectively, the “Interim
      Financial Statements”);
      and

     

    (ii) the
      internally-prepared balance sheets of the Company as of September 30, 2007
      and
      September 30, 2006 and the related statements of income for the twelve-month
      period then ended.

     

    (b) The
      Financial Statements were prepared in accordance with the books and records
      of
      the Company, are complete and correct in all material respects and fairly and
      accurately present the financial condition of the Company as of the dates
      indicated and the results of operations of the Company for the respective
      periods indicated, and have been prepared in accordance with the accounting
      principles set forth in Section 3.9(b) of the Disclosure Schedule. The Working
      Capital of the Company at Closing shall not be materially different than the
      Working Capital calculated in accordance with the Interim Balance
      Sheet.

     

    3.10 No
      Undisclosed Liability.
      Except
      as and to the extent the amounts are specifically accrued or disclosed in the
      Interim Financial Statements or set forth in Section 3.10(i) of the Company
      Disclosure Schedule, the Company does not have any Liabilities, whether or
      not
      required by GAAP to be reflected in the Interim Financial Statements, except
      for
      Liabilities of the nature that are required by GAAP to be disclosed in the
      Company’s balance sheet that were incurred in the ordinary course of business
      and consistent with past practice since the date of the Interim Balance
      Sheet.
      Except
      as specifically set forth in Section 3.10(ii) of the Company Disclosure
      Schedule, at the time of the Closing, the Company shall not have any
      Indebtedness.

     

    3.11 Absence
      of Certain Events.
      Since
      January 1, 2008 through the date hereof, the Company has conducted its business
      only in the ordinary course consistent with past practice and there has not
      been
      any change, event, loss, development, damage or circumstance which has had
      or
      would reasonably be expected to have a Company Material Adverse
      Effect
      (a
“Company
      Material Adverse Change”).


    
      
        
        

      

      
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    3.12 Real
      Property. 

     

    (a) The
      Company does not own, nor has it owned at any time since April 1, 2003 or,
      to
      the knowledge of the Company, at any time prior thereto, any real property.
      Section 3.12(a) of the Company Disclosure Schedule sets forth a complete and
      accurate list of: (i) all real property that is leased by the Company (the
      “Leased
      Real Property”),
      and
      (ii) all leases and subleases to which the Company is a party or is otherwise
      bound pursuant to which the Company leases or subleases real property to any
      other Person (such leases, collectively with the leases and subleases covering
      Leased Real Property, the “Real
      Property Leases”).
      The
      Company is the owner and holder of all leasehold estates purported to be granted
      by each such lease. All Real Property Leases are in full force and effect and
      are the legal, valid and binding obligation of the Company and of each other
      party thereto enforceable in accordance with their respective terms, and neither
      the Company nor, to the knowledge of the Company, the other party or parties
      thereto is or are in material default thereunder and there exists no event,
      condition or occurrence which (with or without due notice or lapse of time,
      or
      both) would constitute such a default by the Company or, to the knowledge of
      the
      Company, the other party or parties thereto of any of the foregoing. No consent
      of, or notice to, any third party is required under any Real Property Lease
      as a
      result of or in connection with, and the enforceability of any such Real
      Property Lease will not be affected by, the execution, delivery and performance
      of this Agreement or any Related Agreement, or the transactions contemplated
      hereby or thereby. The Company has delivered to the Buyer complete and accurate
      copies of all Real Property Leases, including all amendments
      thereto.

     

    (b) The
      Company holds its leasehold estate to all Leased Real Property free and clear
      of
      all Liens, claims or rights of any third parties and the possession of the
      Leased Real Property (collectively, the “Premises”)
      by the
      Company has not been disturbed and no claim has been asserted against the
      Company adverse to its rights in such Premises. All improvements, fixtures
      and
      structures on the Premises and the current uses of the Premises conform in
      all
      material respects to all applicable Laws, including building, zoning, health,
      safety and other Laws, and applicable zoning Laws permit the presently existing
      improvements and the conduct and continuation of the business of the Company
      as
      being conducted on the Premises. All improvements, mechanical equipment,
      fixtures and operating systems included in the Premises are in good operating
      condition and repair (ordinary wear and tear excepted) and there does not exist
      any condition which interferes with the economic value or use of such property
      and improvements.

     

    (c) The
      Company has not granted any leases or licenses, nor created any tenancies,
      affecting the Premises. There are no other parties in possession of any portion
      of the Premises as trespassers or otherwise.

     

    (d) The
      Company is not a party to or is otherwise bound by, nor is any of the Premises
      subject to, any Contract requiring it to pay any commissions or other
      compensation to any brokers or agents in connection with any of the Premises,
      and has had no dealings with any broker or agent with respect to the Premises
      upon which any such broker or agent would be entitled to a commission or other
      compensation. 


    
      
        
        

      

      
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    (e) To
      the
      knowledge of the Company, (i) there are no Laws or Orders now in existence
      or
      under active consideration by any Governmental Authority which would reasonably
      be expected to require the tenant of any Leased Real Property to make any
      expenditure in excess of $5,000 to modify or improve such Leased Real Property
      to bring it into compliance therewith, and (ii) the Company shall not be
      required to expend more than $10,000 in the aggregate under all Leases to
      restore the Leased Real Property at the end of the term of the Leases to the
      condition required under the Leases (assuming the conditions existing in such
      Leased Real Property as of the Closing Date).

     

    3.13 Personal
      Property Leases.
      Section
      3.13 of the Company Disclosure Schedule sets forth a complete and accurate
      list
      of all personal property that is leased by the Company (the “Leased
      Personal Property”
and,
      the leases covering the Leased Personal Property, collectively, the
“Personal
      Property Leases”).
      The
      Company is the holder of the leasehold interests purported to be granted by
      each
      Personal Property Lease, and all Personal Property Leases are in full force
      and
      effect in accordance with the terms thereof and are the legal, valid and binding
      obligation of the Company and of each other party thereto enforceable in
      accordance with their respective terms (except as limited by the Enforceability
      Exceptions), and neither the Company nor, to the knowledge of the Company,
      the
      other party or parties thereto is or are in default thereunder and there exists
      no event, condition or occurrence which (with or without due notice or lapse
      of
      time, or both) would constitute such a default by the Company or, to the
      knowledge of the Company, the other party or parties thereto of any of the
      foregoing. No consent of, or notice to, any third party is required under any
      Personal Property Lease as a result of or in connection with, and the
      enforceability of any such Personal Property Lease will not be affected by,
      the
      execution, delivery and performance of this Agreement or any Related Agreement,
      or the transactions contemplated hereby or thereby. The Company has delivered
      to
      the Buyer complete copies of all Personal Property Leases, including all
      amendments thereto.

     

    3.14 Environmental
      Matters.

     

    (a) The
      Company has complied and is in compliance with all Environmental Laws, which
      compliance includes the possession by the Company of all Approvals required
      under Environmental Laws and compliance with the terms and conditions thereof.
      Section 3.14(a) of the Company Disclosure Schedule includes a list of all of
      the
      Company Approvals required under Environmental Laws. There is no Action pending
      or, to the knowledge of the Company, threatened or other notice of violation,
      formal administrative proceeding or written information request by any
      Governmental Authority, nor has the Company received notice of any investigation
      by any Governmental Authority relating to any Environmental Law nor any other
      notice from a Governmental Authority or any other Person alleging that the
      Company is not in compliance with any Environmental Law or Approval required
      under any Environmental Law or has any Liability under any Environmental Law
      or
      for the remediation of any Materials of Environmental Concern at any
      property. 

     

    (b) There
      have been no releases by the Company or any of its Affiliates of any Materials
      of Environmental Concern into the environment at any real property or facility
      formerly or currently owned or operated by the Company or any of its Affiliates.
      The Company does not have knowledge of any release by any other Person of any
      Materials of Environmental Concern into the environment at any parcel of real
      property or any facility formerly or currently operated by the Company or any
      of
      its Affiliates. 


    
      
        
        

      

      
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    (c) To
      the
      knowledge of the Company, there are no facts, circumstances or conditions
      existing at any facilities owned or operated by the Company or any of its
      Affiliates, including the release of any Materials of Environmental Concern,
      that would reasonably be expected to give rise to any Liability or result in
      a
      claim against the Company or any of its Affiliates under any Environmental
      Law.

     

    (d) Set
      forth
      in Section 3.14(d) of the Company Disclosure Schedule is a complete and
      accurate list of all environmental reports, investigations or audits (whether
      in
      hard copy or electronic form) relating to premises currently or previously
      owned
      or operated by the Company or any of its Affiliates (whether conducted by or
      on
      behalf of the Company or any of its Affiliates or a third party, and whether
      done at the initiative of the Company or an Affiliate or directed by a
      Governmental Authority or other third party) of which the Company has
      possession. A complete and accurate copy of each such document has been provided
      or made available to Parent. 

     

    3.15 Legal
      Proceedings.
      There is
      no Action pending or, to the knowledge of the Company, threatened by or against
      the Company or any of its officers or directors (in their capacities as such),
      and the Company has not received any claim, complaint, incident, report, threat
      or notice of any such Action. Section 3.15 of the Company Disclosure Schedule
      sets forth all Actions against the Company or its officers or directors (in
      their capacities as such) that have been concluded or settled during the past
      five (5) years.
      There
      are no outstanding Orders against or involving or affecting the Company, and
      the
      Company is not in default with respect to any such Order. 

     

    3.16 Compliance
      with Laws. 

     

    (a) The
      Company is, and at all times during the preceding five (5) years has been,
      in
      compliance with all Laws, including (i) the Federal Ethics in Patient Referrals
      Act, 42 U.S.C. § 1395nn (known as the “Stark
      Law”)
      or any
      applicable state self-referral Law, (ii) the Federal Health Care Program
      Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b) (known as the “Anti-Kickback
      Statute”)
      or any
      applicable state anti-kickback Law, (iii) the Federal False Claims Act, 31
      U.S.C. § 3729 or any applicable state false claim or fraud Law, (iv) applicable
      privacy and security standards regarding protected health information under
      the
      Health Insurance Portability and Accountability Act of 1996 at 42 C.F.R. part
      164 (“HIPAA”)
      and
      all applicable state and federal Laws regarding the privacy and security of
      protected health information under HIPAA and other confidential patient
      information, and (v) the Clinical Laboratory Improvement Amendments, 42 U.S.C.
§
263a. Without limiting the foregoing, neither the Company nor any current or
      former director, officer, employee, or Affiliate of the Company has, during
      the
      past five (5) years, received or been subject to any Action by any Governmental
      Authority or other Person alleging any violations of Laws and, to the knowledge
      of the Company, no Action alleging any violation of any Laws by the Company
      is
      threatened against the Company. The Company has not, during the preceding five
      (5) years, conducted any internal investigation, inquiry or review in connection
      with which the Company retained outside legal counsel for the purpose of
      conducting or assisting with such investigation, inquiry or review with respect
      to any actual, potential or alleged violation of any Law by the Company. No
      Governmental Authority has at any time since April 1, 2003, or, to the knowledge
      of the Company, at any time prior thereto, challenged or questioned the legal
      right of the Company to market, offer or sell its services in the present manner
      or style thereof.


    
      
        
        

      

      
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    (b) The
      Company has at all times since April 1, 2003 and, to the knowledge of the
      Company, at all times prior thereto, complied with all applicable Laws relating
      to privacy, data protection and the collection and use of personal information
      and user information gathered, accessed, collected or used in the course of
      the
      operations of the Company, including HIPAA and all applicable state and federal
      Laws regarding the privacy and security of protected health information and
      other confidential patient information. The Company has the necessary agreements
      with all of the Company’s “business associates” (as such term is defined by and
      as such agreements are required by the Privacy Rule adopted under HIPAA). No
      Action has been asserted or, to the knowledge of the Company, has been
      threatened against the Company alleging a violation of any Person’s privacy,
      personal information or data rights. The Company has at all times since April
      1,
      2003 and, to the knowledge of the Company, at all times prior thereto, complied
      in all material respects with all rules, policies and procedures established
      by
      the Company from time to time and as applicable with respect to privacy, data
      protection or collection and use of personal information and user information
      gathered or accessed in the course of the operations of the Company. No Actions
      have been asserted or, to the knowledge of the Company, threatened against
      the
      Company by any Person alleging a violation of such Person’s privacy, personal or
      confidentiality rights under any such rules, policies or procedures. The
      consummation of the transactions contemplated by this Agreement by the
      Stockholder and the Company will not breach or otherwise cause any violation
      of
      any Law related to privacy, data protection or the collection and use of
      personal information and user information gathered or accessed from then current
      users (at the time of consummation of the transactions contemplated by this
      Agreement) in the course of the operations of the Company.

     

    (c) With
      respect to all personal and user information described in Section 3.16(b),
      the
      Company has at all times taken all steps reasonably necessary (including
      implementing and monitoring compliance with adequate measures with respect
      to
      technical and physical security) to ensure that such information is protected
      against loss and against unauthorized access, use, modification, disclosure
      or
      other misuse. To the knowledge of the Company, there has been no unauthorized
      access to or other misuse of such information. The Company maintains systems
      and
      procedures reasonably intended to respond to complaints received alleging
      violation of third party content rights.

     

    (d) (i)
      No
      unrecorded fund or asset of the Company has been established for any purpose,
      (ii) no accumulation or use of corporate funds of the Company has been made
      without being properly accounted for in the books and records of the Company,
      (iii) no payment has been made by or on behalf of the Company with the
      understanding that any part of such payment is to be used for any purpose other
      than that described in the documents supporting such payment, and (iv) neither
      the Company nor any Person associated with or acting for or on behalf of the
      Company has, directly or indirectly, made any illegal contribution, gift, bribe,
      rebate, payoff, influence payment, kickback or other illegal payment to any
      Person, private or public, regardless of form, whether in money, property or
      services, (A) to obtain favorable treatment for the Company in securing
      business, (B) to pay for favorable treatment for business secured for the
      Company, (C) to obtain special concessions, or for special concessions already
      obtained, for or in respect of the Company, or (D) otherwise for the benefit
      of
      the Company in violation of any Law. The Company has not, nor has any of its
      directors, officers, employees or agents, directly or indirectly, accepted
      or
      agreed to any unlawful contribution, payment, gift, kickback, expenditure or
      other item of value.


    
      
        
        

      

      
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    (e) Each
      Employee or agent of the Company required to be licensed by an applicable
      Governmental Authority, professional body or medical body has such licenses,
      such licenses are in full force and effect and, to the knowledge of the Company,
      there are no facts or circumstances that could reasonably be expected to result
      in any such licenses being suspended, revoked or otherwise to
      lapse.

     

    (f) Neither
      the Company nor, to the knowledge of the Company, any of its current or former
      directors, officers, employees or Affiliates has been excluded, suspended,
      debarred or otherwise sanctioned by any Governmental Authority, including
      without limitation the Department of Health and Human Services Office of the
      Inspector General or the General Services Administration.

     

    (g) No
      material notice, citations, suspension, revocation, limitation, warning, audit
      finding, request or communication issued by a Governmental Authority has been
      received by the Company or, to the knowledge of the Company, any Employee or
      agent that has not been resolved to the applicable Governmental Authority’s
      satisfaction, without the imposition of any fines or penalties.

     

    3.17 Employment
      Matters. 

     

    (a) Section
      3.17(a) of the Company Disclosure Schedule sets forth a complete and accurate
      list of all Employees as of the date hereof and each such Employee’s (i) rate of
      pay or annual compensation (including actual or potential bonus payments),
      (ii)
      title(s), (iii) status of employment or engagement, (iv) date of hire or
      engagement, (v) annual vacation, sick and other paid time off allowance, (vi)
      amount of accrued vacation, sick and other paid time off, (vii) description
      of
      other fringe benefits, and (viii) terms of severance benefits. Section 3.17(a)
      of the Company Disclosure Schedule also identifies each Employee who is not
      fully available to perform his or her duties as a result of disability or other
      leave and sets forth the basis of such leave and the anticipated date of return
      to full service. Each Employee is a resident of the United States. There are
      no
      severance pay, continuation pay, termination or indemnification Contracts
      between the Company and any current or former Employee of the
      Company.

     

    (b) The
      Company is not delinquent in payments to any of its Employees for any wages,
      salaries, commissions, bonuses, benefits or other compensation for any services
      performed by them, or any amounts required to be reimbursed to any such
      Employee. Upon termination of employment or engagement of any Employee, neither
      the Company nor any of its Affiliates will, by reason of anything done prior
      to
      the Closing, be liable to any Employee for so called “severance pay” or any
      other similar payments, and, to the Company’s knowledge, there are no
      circumstances whereby any current or former Employee may demand payment or
      compensation in connection with the termination of his or her employment. No
      current Employee has informed the Company that such individual intends to
      terminate his or her employment or engagement with the Company.


    
      
        
        

      

      
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    (c) Neither
      the Company nor, to the knowledge of the Company, any Employee is in violation
      of any term of any employment, consulting, independent contractor,
      non-disclosure, non-competition, inventions assignment or any other Contract
      (or
      any other legal obligation such as a trade secrets statute or common law duty
      of
      loyalty) relating to the relationship of such Employee with the Company or
      has
      been notified that such Employee may be in violation of any such Contract or
      other legal obligation. 

     

    (d) The
      Company is not party to any collective bargaining Contracts or other Contracts
      with any labor unions or other representatives of the Employees of the Company
      (a “Labor
      Contract”).
      No
      labor union, organization or other representative has been certified or
      recognized as the collective bargaining representative of any Employees of
      the
      Company. There are no union organizing campaigns or representation proceedings
      or campaigns in process or, to the Company’s knowledge, threatened with respect
      to any Employees. There are no existing or threatened labor strikes, work
      stoppages, organized slowdowns, unfair labor practice charges or complaints
      or
      labor arbitration proceedings affecting any Employee of the Company nor has
      the
      Company experienced any of the foregoing within the past two (2)
      years.

     

    (e) There
      are
      no unfair labor practice complaints or other Actions pending or, to the
      knowledge of the Company, threatened against the Company before the National
      Labor Relations Board, any Court or any Governmental Authority concerning any
      Employee. There are no complaints or other Actions pending or, to the knowledge
      of the Company, threatened by or on behalf of any Employee alleging breach
      of
      any express or implied Contract. 

     

    3.18 Employee
      Benefit Plans.

     

    (a) Section
      3.18(a) of the Company Disclosure Schedule sets forth all Employee Benefit
      Plans
      under which current or former Employees of the Company (or their beneficiaries)
      are eligible to participate or derive a benefit. The Company has delivered
      to
      the Buyer (i) correct and complete copies of all the Employee Benefit
      Plans,
      including all amendments thereto and all related trust documents; (ii) the
      three
      most recent annual reports (Form Series 5500 and all schedules and financial
      statements attached thereto), if any, required under ERISA or the Code in
      connection with each Employee Benefit Plan; (iii) if any Employee Benefit Plan
      is subject to the minimum funding standards of Section 302 of ERISA, the most
      recent annual and periodic accounting of such Employee Benefit Plan assets;
      (iv)
      the most recent summary plan description together with the summaries of material
      modifications thereto, if any, required under ERISA with respect to each
      Employee Benefit Plan; (v) all written Contracts relating to each Employee
      Benefit Plan, including administrative service agreements and group insurance
      contracts; (vi) all correspondence to or from any Governmental Authority
      relating to any Employee Benefit Plan; (viii) all COBRA forms and related
      notices; (ix) all insurance policies in the possession of the Company pertaining
      to fiduciary liability insurance covering the fiduciaries for each Employee
      Benefit Plan; (x) all discrimination tests required under the Code for each
      Employee Benefit Plan intended to be qualified under Section 401(a) of the
      Code
      for the three most recent plan years; and (xi) the most recent IRS determination
      or opinion letter issued with respect to each Employee Benefit Plan intended
      to
      be qualified under Section 401(a) of the Code.


    
      
        
        

      

      
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    (b) The
      Company has performed in all material respects the obligations required to
      be
      performed by it under each Employee Benefit Plan and is not in default or
      violation of, and the Company has no knowledge of any default or violation
      by
      any other party to, the terms of any Employee Benefit Plan, and each Employee
      Benefit Plan has been established and maintained substantially in accordance
      with its terms and in compliance with all applicable Laws, including ERISA
      and
      the Code. Any Employee Benefit Plan intended to be qualified under Section
      401(a) of the Code has obtained a favorable determination letter (or opinion
      letter, if applicable) as to its qualified status under the Code. No “prohibited
      transaction,” within the meaning of Section 4975 of the Code or Sections 406 and
      407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred
      with respect to any Employee Benefit Plan. There are no claims or Actions
      pending, or, to the knowledge of the Company, threatened (other than routine
      claims for benefits), against any Employee Benefit Plan or against the assets
      of
      any Employee Benefit Plan. Each Employee Benefit Plan can be amended, terminated
      or otherwise discontinued after the Closing in accordance with its terms,
      without liability to Parent, the Buyer or the Company (other than liability
      arising under applicable Laws or liability for ordinary administration
      expenses). There are no audits, inquiries or Actions pending or, to the
      knowledge of the Company, threatened, with the IRS, DOL, or any other
      Governmental Authority with respect to any Employee Benefit Plan. The Company
      has never incurred any penalty or tax with respect to any Employee Benefit
      Plan
      under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The
      Company has made all contributions and other payments required by and due under
      the terms of each Employee Benefit Plan.

     

    (c) The
      Company has never maintained, established, sponsored, participated in, or
      contributed to any: (i) a “pension plan” (as defined in Section 3(2) of ERISA)
      subject to Title IV of ERISA; or (ii) “multiemployer plan” within the meaning of
      Section 3(37) of ERISA. The Company has never maintained, established,
      sponsored, participated in or contributed to, any “pension plan” in which stock
      of the Company is or was held as a plan asset. 

     

    (d) No
      Employee Benefit Plan provides (except at no cost to the Company), or reflects
      or represents any liability of the Company to provide, retiree life insurance,
      retiree health benefits or other retiree employee welfare benefits to any Person
      for any reason, except as may be required by COBRA or other applicable Laws.
      Other than commitments made that involve no future costs to the Company, the
      Company has never represented, promised or contracted (whether in oral or
      written form) to any Employee (either individually or to Employees as a group)
      or any other Person that such Employee(s) or other person would be provided
      with
      retiree life insurance, retiree health benefit or other retiree employee welfare
      benefits, except to the extent required by applicable Laws.

     

    (e) Neither
      the execution of this Agreement nor the consummation of the transactions
      contemplated hereby will (either alone or upon the occurrence of any additional
      or subsequent events) constitute an event under any Employee Benefit Plan,
      agreements with Employees, trust or loan that will (either alone or in
      connection with any other circumstance or event) result in any payment (whether
      of severance pay, bonus or otherwise), acceleration, forgiveness of
      indebtedness, vesting, distribution, increase in benefits or obligation to
      fund
      benefits with respect to any Employee.


    
      
        
        

      

      
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    3.19 No
      Brokers.
      Neither
      the Company, nor any of its Employees, officers, directors or agents, has
      employed or engaged, either directly or indirectly, or incurred or will incur
      any Liability to, any broker, finder, investment banker or other agent in
      connection with the transactions contemplated by this Agreement. 

     

    3.20 Taxes. 

     

    (a) All
      Taxes
      payable by the Company, attributable to all taxable periods ending before the
      Closing Date, have been timely paid; all federal, state, local and foreign
      Tax
      Returns required to be filed by or on behalf of the Company with respect to
      any
      such Taxes have been timely filed, and all such Tax Returns are complete and
      correct; all Taxes that the Company is or was required by Law to have withheld
      or collected have been duly withheld or collected and, to the extent required,
      have been paid to the proper Governmental Authority; no unpaid Tax deficiency
      has been asserted against the Company and the Company has not received notice
      of
      any such assertion; the Company has not been informed by any jurisdiction that
      such jurisdiction believes that the Company is or was required to file any
      Tax
      Return that was not filed. 

     

    (b) The
      Company has not executed or entered into any ruling or agreement with any
      Governmental Authority regarding Taxes or has agreed to make any adjustment
      to
      its income or deductions pursuant to a change in its method of
      accounting.

     

    (c) The
      Company has not been a United States real property holding corporation within
      the meaning of Section 897(c)(2) of the Code during the applicable period
      specified in Section 897(c)(1)(A)(ii) of the Code, and no withholding pursuant
      to Section 1445 of the Code will be required in connection with this Agreement
      or the transactions contemplated hereby. The Company has disclosed on its
      federal income Tax Returns all positions taken therein that could give rise
      to a
      substantial understatement of federal income Tax within the meaning of section
      6662 of the Code. The Company is not a party to or bound by any Tax allocation
      or sharing agreement. The Company (A) has not been a member of an affiliated
      group filing a consolidated federal income Tax Return or (B) has no Liability
      for the Taxes of any Person (other than the Company) under regulation 1.1502-6
      of the Code (or any similar provision of state, local, or foreign law), as
      a
      transferee or successor, by contract, or otherwise.

     

    (d) There
      are
      no Liens with respect to Taxes upon any of the assets or properties of the
      Company.

     

    (e) Section
      3.20(e) of the Company Disclosure Schedule lists all Tax Returns of the Company
      filed for taxable periods ended on or after January 1, 2002, indicates those
      Tax
      Returns that have been audited, and indicates those Tax Returns that currently
      are the subject to audit.
      The
      Company has delivered to the Buyer correct and complete copies of all federal
      income Tax Returns, examination reports, and statements of deficiencies assessed
      against or agreed to by the Company filed or received since January 1, 2002.
      


    
      
        
        

      

      
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    (f) The
      Company has not requested or been granted any waiver of any federal, state,
      local or foreign statute of limitations with respect to, or any extension of
      a
      period for the assessment of, any Tax and no extension or waiver of time within
      which to file any Tax Return of, or applicable to, the Company has been granted
      or requested which has not since expired. No Tax Return of the Company is
      currently being audited by any Governmental Authority and no examination or
      audit of any such Tax Return is currently threatened by any Governmental
      Authority. 

     

    (g) Since
      the
      date of the Interim Balance Sheet, the Company has not incurred any liability
      for Taxes arising from extraordinary gains or losses, determined in accordance
      with GAAP, outside the ordinary course of business of the Company.

     

    (h) The
      Company has not made any payments, is not obligated to make any payments, or
      is
      not a party to any Contract that under any circumstances would reasonably be
      expected to obligate it to make any payments that will not be deductible under
      Section 280G of the Code or would constitute compensation in excess of the
      limitation set forth in Section 162(m) of the Code.

     

    (i) The
      Company will not be required to include any item of income in, or exclude any
      item of deduction from, taxable income for any taxable period (or portion
      thereof) ending after the Closing Date as a result of any: (i) change in method
      of accounting for a taxable period ending on or prior to the Closing Date;
      (ii)
      closing agreement as described in Section 7121 of the Code (or any corresponding
      or similar provision of state, local or foreign income Tax Law) executed on
      or
      prior to the Closing Date; (iii) intercompany transactions or any excess loss
      account described in Treasury Regulations under Section 1502 of the Code (or
      any
      corresponding or similar provision of state, local or foreign income Tax Law);
      (iv) installment sale or open transaction disposition made on or prior to the
      Closing Date; or (v) prepaid amount received on or prior to the Closing
      Date.

     

    (j) The
      Company has not distributed stock of another Person, or has had its stock
      distributed by another Person, in a transaction that was purported or intended
      to be governed in whole or in part by Section 355 or 361 of the
      Code.

     

    3.21 Contracts. 

     

    (a) Section
      3.21 of the Company Disclosure Schedule sets forth a complete and accurate
      list
      of all Contracts to which the Company is a party or is otherwise bound or by
      which any assets or properties of the Company is subject (and with respect
      to
      any oral Contract provides a complete description of the terms of such Contract)
      (collectively, the “Company
      Contracts”),
      including, without limitation, the following Company Contracts: 

     

    (i) all
      notes, loans, credit agreements, mortgages, indentures, security agreements,
      operating leases, capital leases and other Contracts relating to Indebtedness
      and any Contract of suretyship or guaranty; 

     

    (ii) all
      employment, consulting and independent contractor Contracts, and all bonus,
      commission, compensation, pension, insurance, retirement, deferred compensation
      and other plans, Contracts and other arrangements for the benefit of any
      employee of the Company; 


    
      
        
        

      

      
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    (iii) all
      Contracts involving an annual payment to or by the Company from or to any Person
      in excess of $2,500 individually or $5,000 in the aggregate with respect to
      all
      Contracts with such Person; 

     

    (iv) any
      Contract for the provision of laboratory services to the top twenty (20)
      customers of the Company, measured by revenue for the period from April 1,
      2007
      to June 30, 2008;

     

    (v) all
      Contracts for capital expenditures; 

     

    (vi) all
      joint
      venture, partnership or other Contracts involving a share of profits or losses
      with another Person; 

     

    (vii) all
      Contracts with any Affiliate of the Company; 

     

    (viii) all
      Contracts that (A) limit the ability of the Company or any Affiliate of, or
      successor to, the Company, or, to the Company's knowledge, any executive officer
      of the Company, to compete in any line of business or with any Person or in
      any
      geographic area or during any period of time, (B) require the Company or any
      Affiliate of, or successor to, the Company to use any supplier or third party
      for all or substantially all of any of its material requirements or needs in
      any
      respect, (C) limit or purports to limit the ability of the Company or any
      Affiliate of, or successor to, the Company to solicit any customers or clients
      of the other parties thereto, (D) require the Company or any Affiliate of,
      or
      successor to, the Company to provide to the other parties thereto “most favored
      nations” pricing or (E) require the Company or any Affiliate of, or successor
      to, the Company to market or co-market any products or services of a third
      party
      (other than any customer of the Company);

     

    (ix) all
      Contracts for the purchase or sale of any asset or property of the Company
      in
      excess of $2,500 individually for any Person or $5,000 in the aggregate for
      all
      Contracts with such Person; 

     

    (x) all
      Contracts granting or permitting any Lien on any of the assets or properties
      of
      the Company;

     

    (xi) all
      Contracts with any vendors, suppliers or contractors regarding any and all
      equipment of the Company; and 

     

    (xii) any
      other
      Contracts material to the Company. 

     

    (b) The
      Company has delivered to the Buyer complete and accurate copies of the Company
      Contracts. The Company is not in default in any material respect under the
      terms
      of any Company Contract and there exists no event, condition or occurrence
      which
      (with or without due notice or lapse of time, or both) would constitute a
      default by the Company, nor has the Company received any notice of any default
      under any Company Contract. To the knowledge of the Company, no other party
      to
      any Company Contract is in default under the terms thereof, and there exists
      no
      event, condition or occurrence which (with or without due notice or lapse of
      time, or both) would constitute a default by any such party, nor has the Company
      received any notice of any default by any such party.


    
      
        
        

      

      
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    (c) The
      Company Contracts are in full force and effect and are valid and binding
      obligations of the Company and the other parties thereto, except as limited
      by
      the Enforceability Exceptions. The Company has not received any notice from
      any
      other party to a Company Contract of the termination or threatened termination
      thereof, or of any claim, dispute or controversy with respect thereto, nor
      is
      there any reasonable basis therefor.

     

    (d) No
      consent of, or notice to, any third party is required under any Company Contract
      as a result of or in connection with, and neither the enforceability nor any
      of
      the terms or provisions of any Company Contract will be affected by, the
      execution, delivery and performance of this Agreement or any Related Agreement,
      or the transactions contemplated hereby or thereby, including without limitation
      the requirement for a transfer fee or new deposit, or termination thereof.
      

     

    3.22 Transactions
      With Affiliates.
      Section
      3.22 of the Company Disclosure Schedule lists all Contracts or transactions
      to
      or by which the Company, on the one hand, and any of its Affiliates or officers,
      directors or the Stockholder of the Company or any of its Affiliates or family
      members, on the other hand, are or have been a party or otherwise bound or
      affected and that (i) were entered into since January 1, 2002, (ii) are
      currently pending or in effect or (iii) involve continuing Liabilities that,
      individually or in the aggregate, have been or will be material to the Company
      other than indemnification, compensatory or employment-related Contracts or
      “employee benefit plans” (within the meaning of Section 3(3) of ERISA). Neither
      the Stockholder (other than indirectly through ownership of the Company), nor
      any officer, director or, to the knowledge of the Company, employee of the
      Company, or, to the knowledge of the Company, any immediate family member or
      Affiliate of the Stockholder or any such officer, director or employee, (i)
      owns, directly or indirectly, any interest in (x) any assets or properties
      of
      the Company or (y) any Person that is a supplier, customer, vendor or competitor
      of the Company, (ii) serves as an officer, director or employee of any Person
      that is a supplier, customer, vendor or competitor of the Company or (iii)
      is a
      debtor or creditor of the Company.

     

    3.23 Insurance.
      The
      Company is, and will through the Closing Date be, insured with responsible
      insurers against risks normally insured against by similar businesses in the
      industry under similar circumstances. Section 3.23 of the Company Disclosure
      Schedule lists, by type, carrier, policy number, limits, premium and expiration
      date, all insurance coverage carried by the Company, together with a history
      of
      all claims made by the Company thereunder during the past five (5) years, which
      insurance will remain in full force and effect in accordance with policy terms,
      with respect to all events occurring prior to the Closing Date. Section 3.23
      of
      the Company Disclosure Schedule also states whether each such policy is carried
      on a “claims made” or “occurrence” basis. All such insurance policies are owned
      by and payable solely to the Company and all premiums with respect thereto
      are
      currently paid and will be paid through the Closing Date. The Company has not
      failed to give any notice of any material claim under any such policy or binder
      in due and timely fashion, has not received notice of cancellation or
      non-renewal of any such policy or binder and has knowledge of any threatened
      or
      proposed cancellation or non-renewal of any such policy or binder, and the
      Company is otherwise in compliance with the terms of such policies. The Company
      has not, during the past five (5) years, been denied or had revoked, cancelled,
      non-renewed or rescinded any policy of insurance.


    
      
        
        

      

      
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    3.24 Intellectual
      Property.

     

    (a) Section
      3.24(a) of the Company Disclosure Schedule sets forth a complete and accurate
      list of all United States and foreign Patents, Trademarks (including Internet
      domain name registrations and unregistered Trademarks) and registered Copyrights
      of the Company, indicating for each, the applicable jurisdiction, registration
      number (or application number) and date issued (or date filed). All registered
      and applied for Trademarks, Patents and Copyrights are currently in compliance
      with all legal requirements (including the timely post-registration filing
      of
      affidavits of use and incontestability and renewal applications with respect
      to
      Trademarks, and the payment of filing, examination and maintenance fees and
      proof of working or use with respect to Patents), are valid and enforceable,
      and
      are not subject to any maintenance fees or actions falling due within one
      hundred eighty (180) days after the Closing Date. No such Trademark has been
      or
      is now involved in any cancellation proceeding and, to the knowledge of the
      Company, no such Action is threatened with respect to any of such Trademarks.
      All Trademarks have been in continuous use by the Company since they were first
      used by the Company. There has been no prior use of such Trademarks by any
      Person which would confer upon such Person superior rights in such Trademarks;
      and the registered Trademarks have been continuously used in the form appearing
      in, and in connection with the goods and services listed in, their respective
      registration certificates or identified in their respective pending
      applications. No Patent has been or is now involved in any litigation,
      infringement, interference, reissue, re-examination, opposition, invalidity
      or
      nullity proceeding. No Copyright registration or copyrightable work of the
      Company has been or is now involved in any litigation. To the knowledge of
      the
      Company, there are no potentially conflicting Trademarks or potentially
      interfering Patents of any third party.

     

    (b) Section
      3.24(b) of the Company Disclosure Schedule sets forth a complete and accurate
      list of all license agreements granting any right to use or practice any rights
      under any Intellectual Property (“Licensed
      Intellectual Property”),
      whether the Company is the licensee or licensor thereunder, and any assignments,
      consents, forbearances to sue, judgments, orders, settlements, indemnification
      or similar obligations relating to any Licensed Intellectual Property to which
      the Company is a party or otherwise bound (collectively, the “License
      Agreements”),
      indicating for each the title, the parties, date executed, whether or not it
      is
      exclusive and the Licensed Intellectual Property covered thereby. The License
      Agreements are valid and binding obligations of the Company and of each other
      party thereto enforceable in accordance with their respective terms, and neither
      the Company nor the other party or parties thereto is or are in default
      thereunder and there exists no event, condition or occurrence which (with or
      without due notice or lapse of time, or both) would constitute such a default
      or
      alleged default by the Company or the other party or parties thereto of any
      of
      the foregoing. No consent of, or notice to, any Person is required under any
      License Agreement as a result of or in connection with, and the terms or
      enforceability of any License Agreement will not be affected in any manner
      by,
      the execution, delivery and performance of this Agreement or any Related
      Agreement, or the transactions contemplated hereby or thereby.


    
      
        
        

      

      
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    (c) No
      royalties, honoraria or other fees are payable to any third parties for the
      use
      of or right to use any Intellectual Property except pursuant to the License
      Agreements set forth in Section 3.24(c) of the Company Disclosure Schedule.
      All
      inventions, discoveries, trade secrets, ideas and works, whether or not patented
      or patentable or otherwise protectable under Law, created, prepared, developed
      or conceived by employees or independent contractors of the Company are the
      exclusive property of the Company and were either created, prepared, developed
      or conceived by (i) employees of the Company within the scope of their
      employment or (ii) by independent contractors who have duly assigned their
      rights to the Company pursuant to enforceable written agreements.

     

    (d) The
      Company owns exclusively all Intellectual Property purported to be owned by
      the
      Company, and has a valid, enforceable, freely transferable and sufficient right
      to use all Intellectual Property licensed by the Company, free and clear of
      all
      Liens.

     

    (e) Neither
      the use of any of the Intellectual Property nor the operation of the Company
      has, does or will, when conducted in substantially the same manner following
      the
      Closing, infringe upon, violate, misappropriate or make unlawful use of any
      Intellectual Property or other rights of any other Person or constitute unfair
      trade practices. The Company has not received notice of any allegation that
      the
      use of any Intellectual Property or the operation the Company as currently
      conducted or proposed to be conducted would infringe upon, violate,
      misappropriate or make unlawful use of any Intellectual Property or other rights
      of any other Person, and the Company is not aware of any basis for such a claim.
      To the knowledge of the Company, no Person is misappropriating, infringing,
      violating or making unlawful use of any Intellectual Property. There is no
      Action pending or, to the knowledge of the Company, threatened alleging that
      the
      conduct of the Company infringes upon, violates or constitutes the unauthorized
      use of the Intellectual Property or other rights of any other Person, nor is
      the
      Company aware of any basis for such a claim. The Company has not threatened
      to
      bring and the Company has not brought any Action regarding the ownership, use,
      validity or enforceability of any Intellectual Property.

     

    (f) The
      consummation of the transactions contemplated hereby will not result in the
      loss
      or impairment of the Company’s ownership or other rights in and to any of the
      Intellectual Property or under any of the License Agreements, require the
      Company to grant to any third party any right to any Intellectual Property
      or
      obligate the Company to pay any royalties or other amounts to any third party
      in
      excess of any amounts payable to such third parties prior to the Closing, nor
      will the consummation of the transactions contemplated hereby require the
      approval or consent of any Governmental Authority or other Person in respect
      of
      any Intellectual Property.

     

    (g) The
      Company has taken all reasonable steps in accordance with normal industry
      practice to protect the Intellectual Property, including all rights in
      confidential information and Trade Secrets included in the Intellectual
      Property. Except pursuant to enforceable confidentiality obligations in favor
      of
      the Company, there has been no disclosure of any confidential information or
      Trade Secrets included in the Intellectual Property. No current or former
      employee, consultant, contractor or potential partner or investor of the Company
      is in unauthorized possession of any of the Trade Secrets included in the
      Intellectual Property.


    
      
        
        

      

      
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    (h) The
      Intellectual Property represents all the intellectual property used and
      necessary in connection with the operation of the Company as currently conducted
      and proposed to be conducted.

     

    (i) Section
      3.24(i) of the Company Disclosure Schedule describes all databases used by
      the
      Company (the “Databases”).
      Following the Closing, the Databases will have at least the same information
      and
      functionality as exists prior to the Closing. No Person (other than the Company)
      has any right, title or interest in or to any of the information contained
      in
      any of the Databases and the Company has not sold, assigned, leased,
      transferred, permitted the use of or otherwise disclosed to any Person any
      information contained in any of the Databases, including any Personally
      Identifiable Information. The Company has complied and is in compliance with
      all
      applicable privacy Laws, and all information contained in the Databases has
      been
      collected, used and maintained in accordance with all applicable privacy Laws.
      The Company has the right to sell and assign all of its rights in and to the
      Databases and all information contained therein, and any such sale and
      assignment will not violate any privacy policy applicable to any Personally
      Identifiable Information contained therein at the time it was
      collected.

     

    3.25 Payment
      Programs.
      Section
      3.25 of the Company Disclosure Schedule sets forth all Payment Programs in
      which
      the Company has participated at any time during the past five (5) years (the
      “Company
      Payment Programs”).
      The
      Company is a participating provider, in good standing, in each of the Company
      Payment Programs. No civil, administrative or criminal proceedings relating
      to
      the Company’s participation in any Payment Program, are pending or, to
      the knowledge of the Company, threatened or reasonably foreseeable, nor has
      any
      such proceeding concluded in the past five (5) years. The Company is not subject
      to, nor has the Company been subject to in the past five (5) years, any
      pre-payment utilization review or other utilization review by any Payment
      Program. No Payment Program is currently requesting or has requested in the
      past
      five (5) years or, to the knowledge of the Company, is threatening or has in
      the
      past five (5) years threatened any recoupment, refund, or set-off from the
      Company in excess of $5,000. No Payment Program has imposed any fine, penalty
      or
      other sanction on the Company in the past five (5) years. The Company has not
      been excluded in the past five (5) years from participation in any Payment
      Program. The Company has not submitted to any Payment Program any false or
      fraudulent claim for payment.

     

    3.26 Customers.
      Section
      3.26 of the Company Disclosure Schedule sets forth a complete and accurate
      list
      of the twenty (20) largest customers of the Company (based on revenues) during
      the twelve-months ended March 31, 2008, indicating the aggregate amounts paid
      by
      each such customer during such period and any existing Contracts with respect
      to
      such customers. Since April 1, 2007, none of such customers has canceled,
      terminated or otherwise materially altered its relationship with the Company
      or
      notified the Company of any intention to do so or otherwise threatened to
      cancel, terminate or materially alter its relationship with the Company. Since
      April 1, 2007, there has been no material reduction in the rate or amount of
      purchases or material decrease in the prices paid by such customers, taken
      as a
      whole. 


    
      
        
        

      

      
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    3.27 Accounts
      Receivable and Accounts Payable. 

     

    (a) All
      accounts receivable of the Company (i) have arisen only from bona fide
      transactions in the ordinary course of business consistent with past practice,
      (ii) represent valid and enforceable obligations, (iii) to the knowledge of
      the
      Company, will be fully collected in the aggregate face amounts thereof (less
      estimated contractual allowances and an allowance for bad debts, in each case,
      in such amounts as are determined in a manner consistent with GAAP) when due
      without resort to litigation and without offset or counterclaim, and (iv) are
      owned by the Company free and clear of all Liens. No discount or allowance
      from
      any receivable has been made or agreed to and none represents billings prior
      to
      actual sale of goods or provision of services. 

     

    (b) All
      accounts payable and accrued expenses to be assumed by the Buyer pursuant to
      this Agreement have arisen in the ordinary course of business, and no such
      account payable is, or as of the Closing Date will be, delinquent in its
      payment.

     

    3.28 Books
      and Records.
      The
      books and records of the Company delivered or made available to Parent and
      the
      Buyer are complete and accurate and reflect the assets, liabilities, business,
      financial condition and results of operations of the Company and have been
      maintained in accordance with prudent business practices. The minute books
      of
      the Company delivered to the Buyer contain complete and accurate records of
      all
      actions taken, and summaries of all meetings held, by the Stockholder, the
      Board
      of Directors (or similar governing body) of the Company (and any committees
      thereof) since the time of incorporation of the Company.

     

    3.29 Internal
      Controls.
      The
      Company maintains a system of internal control over financial reporting
      sufficient to provide reasonable assurance (i) that the Company maintains
      records that in reasonable detail accurately and fairly reflect their respective
      transactions and dispositions of assets, (ii) that transactions are recorded
      as
      necessary to permit preparation of financial statements in conformity with
      GAAP
      and to maintain asset accountability, (iii) that transactions, receipts and
      expenditures are executed only in accordance with authorizations of management
      and the Board of Directors of the Company, and (iv) regarding prevention or
      timely detection of the unauthorized access, acquisition, use or disposition
      of
      their respective assets. The Company has provided Parent and the Buyer with
      true, correct and complete copies of any correspondence with outside accounting
      firms relating to reviews, audits or other procedures with respect to the
      Company’s financial statements and internal controls.

     

    3.30 Bank
      Accounts; Powers of Attorney.
      Section
      3.30 of the Company Disclosure Schedule sets forth a true and complete list
      as
      of the date hereof of (i) all bank accounts and safe deposit boxes of the
      Company and all Persons who are signatories thereunder or who have access
      thereto and (ii) the names of all Persons holding general or special powers
      of
      attorney from the Company and a summary of the terms thereof.

     

    3.31 Investment
      Representations.
      The
      Stockholder:

     

    (a) agrees
      that he shall acquire all Parent Ordinary Shares issued pursuant to this
      Agreement (the “Shares)
      for
      investment and for the Stockholder’s own account and not as a nominee or agent
      for any other Person and with no present intention of distributing or reselling
      such Shares or any part thereof in any transactions that would be in violation
      of the Securities Act or any state securities or “blue-sky”
Laws;


    
      
        
        

      

      
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    (b) understands
      (A) that the Shares have not been registered for sale under the Securities
      Act
      or any state securities or “blue-sky” Laws in reliance upon exemptions
      therefrom, which exemptions depend upon, among other things, the bona fide
      nature of the investment intent of the Stockholder as expressed herein, (B)
      that
      the Shares must be held indefinitely and not sold until such shares are
      registered under the Securities Act and any applicable state securities or
      “blue-sky” Laws, unless an exemption from such registration is available, (C)
      that, except as set forth in this Agreement (including without limitation in
      Section 5.11 hereof), Parent is under no obligation to so register the Shares
      and (D) that the certificates evidencing any Shares not so registered will
      be
      imprinted with a legend that prohibits the transfer of such Shares, except
      as
      provided in this Agreement or otherwise in reliance upon one or more exemptions
      from registration available under the Securities Act and/or any state securities
      or “blue-sky” Laws;

     

    (c) has
      had
      an opportunity to ask questions of and has received satisfactory answers from
      the officers of Parent or persons acting on Parent’s behalf concerning Parent
      and the terms and conditions of an investment in the Shares;

     

    (d) has
      reviewed Parent Reports;

     

    (e) has
      knowledge of Parent’s business affairs and financial condition and has acquired
      sufficient information about Parent to reach an informed and knowledgeable
      decision to acquire the Shares;

     

    (f) understands
      that an investment in the Shares involves a substantial degree of risk and
      acknowledges that no representation has been made regarding the future
      performance of Parent or the future market value of the Shares;

     

    (g) has
      such
      knowledge and experience in financial and business matters, knows of the high
      degree of risk associated with investments generally, is capable of evaluating
      the merits and risks of acquiring and holding the Shares, is able to bear the
      economic risk of an investment therein in the amount contemplated and can afford
      to suffer a complete loss of its investment in the Shares acquired by the
      Stockholder; and

     

    (h) is
      an
“accredited investor” as such term is defined in Rule 501 under the
      Securities Act.

     

    3.32 Disclosure.
      Neither
      this Agreement (including the exhibits and schedules hereto) nor any other
      agreement, document or certificate delivered or to be delivered to the Buyer
      by
      or on behalf of the Company or the Stockholder pursuant to the terms of this
      Agreement, contains or will contain any untrue statement of a material fact
      or
      omits or will omit to state a material fact necessary in order to make the
      statements contained herein or therein not misleading in light of the
      circumstances under which they were made. There is no fact within the knowledge
      of the Company or the Stockholder that has not been disclosed in this Agreement
      and which could have a Company Material Adverse Effect.


    
      
        
        

      

      
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    ARTICLE
      IV

     

    REPRESENTATIONS
      AND WARRANTIES OF PARENT AND THE BUYER

     

    Parent
      and the Buyer, jointly and severally, hereby represent and warrant to the
      Company and the Stockholder as follows: 

     

    4.1 Organization,
      Good Standing and Qualification.
      Each of
      Parent and the Buyer is a corporation duly incorporated, validly existing and
      in
      good standing under the laws of the jurisdiction of its
      incorporation. 

     

    4.2 Ownership
      of the Buyer; No Prior Activities.
      The
      Buyer is a direct, wholly-owned subsidiary of Parent.

     

    4.3 Authorization;
      Binding Obligation.
      Each of
      Parent and the Buyer has all necessary corporate power and authority to execute
      and deliver this Agreement, each Related Agreement to which Parent or the Buyer
      is a party and each other instrument or document required to be executed and
      delivered by it pursuant to this Agreement or any such Related Agreement, and
      to
      perform its respective obligations hereunder and thereunder and to consummate
      the transactions contemplated hereby and thereby. The execution and delivery
      by
      Parent and the Buyer of this Agreement and each Related Agreement to which
      Parent or the Buyer is a party, the performance of their respective obligations
      hereunder and thereunder, and the consummation by Parent and the Buyer of the
      transactions contemplated hereby and thereby, have been duly and validly
      authorized by all action on the part of Parent and the Buyer and no other
      corporate proceedings on the part of Parent and the Buyer are necessary to
      authorize this Agreement or any Related Agreement to which such Person is,
      or
      will become, a party or to consummate the transactions so contemplated herein
      and therein. This Agreement has been duly and validly executed and delivered
      by
      Parent and the Buyer, and each Related Agreement to which Parent or the Buyer
      is
      a party, when executed and delivered by Parent or the Buyer, will be duly and
      validly executed and delivered by such Person, and this Agreement constitutes,
      and each Related Agreement to which Parent or the Buyer is a party, when
      executed and delivered by Parent or the Buyer and each other party hereto and
      thereto, will constitute, a legal, valid, and binding obligation of Parent
      and
      the Buyer, enforceable against such Person in accordance with their respective
      terms, except as limited by the Enforceability Exceptions.

     

    4.4 Valid
      Issuance of Parent Ordinary Shares.
      The
      Parent Ordinary Shares issuable pursuant to this Agreement, when issued and
      delivered in accordance with the terms of this Agreement, will be duly and
      validly issued, fully paid and nonassessable and will be free and clear of
      restrictions on transfer (including any preemptive rights), other than
      restrictions on transfer under this Agreement and under applicable securities
      Laws. 

     

    4.5 Consents
      and Approvals. 
      No
      Approval of, or registration, qualification, designation, declaration or filing
      with, any Governmental Authority or any other Person on the part of Parent
      or
      the Buyer is required in connection with the consummation of the transactions
      contemplated by this Agreement, except for such filings as are required pursuant
      to applicable securities Laws, which filings will be effected within the
      required statutory period, and except for such Approvals which, if not obtained,
      would not reasonably be likely to have a material adverse effect on Parent’s or
      the Buyer’s ability to consummate the transactions contemplated
      hereby.


    
      
        
        

      

      
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    4.6 Litigation.
      There is
      no Action pending, or to the knowledge of Parent or the Buyer, currently
      threatened against Parent or the Buyer, that questions the validity of this
      Agreement or any of the Related Agreements to which Parent or the Buyer is
      a
      party or the right of Parent or the Buyer to enter into this Agreement or any
      of
      the Related Agreements to which Parent or the Buyer is a party or to consummate
      the transactions contemplated hereby or thereby.

     

    4.7 Parent
      Reports.
      Complete and accurate copies, as amended or supplemented, of Parent’s (a) Annual
      Report on Form 20-F for the fiscal year ended December 31, 2006, as filed with
      the SEC, and (b) all other reports filed by Parent under the Exchange Act with
      the SEC since January 1, 2008 (such reports are collectively referred to herein
      as the “Parent
      Reports”)
      are
      available on the web site maintained by the SEC at http://www.sec.gov. As of
      their respective filing dates, none of the Parent Reports (as amended through
      the date hereof) contained any untrue statement of a material fact or omitted
      to
      state a material fact required to be stated therein or necessary in order to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading, and the Parent Reports complied when filed in all material
      respects with the then applicable requirements of the Exchange Act, and the
      rules and regulations promulgated by the SEC thereunder. The financial
      statements of Parent included in the Parent Reports, complied as to form in
      all
      material respects with the then applicable accounting requirements as set forth
      in the published rules and regulations of the SEC with respect thereto, were
      prepared in accordance with GAAP during the periods involved (except as may
      have
      been indicated in the notes thereto) and fairly present in all material respects
      the financial position of Parent as at the dates thereof and the results of
      its
      operations for the periods then ended, except as otherwise noted
      therein.

     

    4.8 No
      Brokers.
      Neither
      Parent nor the Buyer nor any of their respective employees, officers, directors
      or agents has employed or engaged, either directly or indirectly, or incurred
      or
      will incur any Liability to, any broker, finder, investment banker or other
      agent in connection with the transactions contemplated by this
      Agreement.

     

    ARTICLE
      V

     

    COVENANTS

     

    5.1 Conduct
      of Business Pending Closing. The
      Company and the Stockholder covenant and agree
      that,
      between the date hereof and the Closing Date, or the earlier termination of
      this
      Agreement, except as otherwise expressly provided by this Agreement, the Company
      will, and the Stockholder will cause the Company to, conduct its business only
      in the ordinary course consistent with past practice and, except without prior
      written consent of Parent and the Buyer or except as expressly provided for
      by
      this Agreement, the Company will not:

     

    (a) declare,
      set aside, make or pay any dividend or distribution, payable in cash, stock,
      property or otherwise, on any share of capital stock;

     

    (b) split,
      combine or reclassify its outstanding shares of capital stock, issue or sell
      any
      shares of any class of its capital stock, or any securities convertible into
      or
      exchangeable for any shares, or issue, sell, grant or enter into any
      subscriptions, options, warrants, conversion or other rights, agreements,
      commitments, arrangements or understandings of any kind, contingent or
      otherwise, to purchase or otherwise acquire any such shares or any securities
      convertible into or exchangeable for any such shares;


    
      
        
        

      

      
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    (c) acquire
      (including, without limitation, by merger, consolidation, or acquisition of
      stock, assets or Intellectual Property or any other business combination) any
      corporation, partnership, other business organization or any division thereof
      or
      any of assets or Intellectual Property outside the ordinary course of
      business;

     

    (d) incur
      any
      Indebtedness, issue or sell any debt securities or prepay any debt, guarantee
      or
      endorse, or otherwise as an accommodation become responsible for, the
      obligations of any Person, or make any loans or advances other than employee
      travel advances made in the ordinary course of business;

     

    (e) assign,
      lease, license, mortgage, pledge or otherwise subject to any Lien any of its
      assets or properties;

     

    (f) forgive,
      cancel, compromise, waive or release any debts, claims or rights;

     

    (g) except
      as
      required pursuant to existing written, binding agreements in effect prior to
      the
      date of this Agreement which are set forth in Section 5.1(g) of the Company
      Disclosure Schedule or as otherwise required by applicable Law, (i) grant or
      provide any severance or termination payments or benefits to any director,
      officer or employee of the Company, (ii) increase the rate of compensation
      or
      increase the bonus, pension, welfare, severance or other benefits of, pay any
      bonus to, or make any new equity awards to any director, officer or employee
      of
      the Company, (iii) establish, adopt, amend or terminate any Employee Benefit
      Plan, (iv) take any action to accelerate the vesting or payment or fund or
      in
      any other way secure the payment of compensation or benefits under any Employee
      Benefit Plan, to the extent not already provided in any such Employee Benefit
      Plan, (v) change any actuarial or other assumptions used to calculate
      funding obligations with respect to any Employee Benefit Plan or to change
      the
      manner in which contributions to such plans are made or the basis on which
      such
      contributions are determined, except as may be required by GAAP; or
      (vi) forgive any loans to directors, officers or employees of the
      Company;

     

    (h) amend
      any
      of its Organizational Documents;

     

    (i) change
      any of its accounting practices, policies or principles, other than as required
      by GAAP;

     

    (j) other
      than trade payables in the ordinary course of business and Contracts entered
      into in the ordinary course of business, incur, assume, guarantee or otherwise
      become directly or indirectly liable with respect to any Liability;

     

    (k) sell
      any
      assets or properties of the Company;

     

    (l) enter
      into any Contract or any amendment, modification or termination of any existing
      Contract without the approval of Parent or the Buyer, or take any action or
      fail
      to take any action that would result in breach or violation of any Company
      Contract;


    
      
        
        

      

      
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    (m) make,
      authorize or commit for any capital expenditures or capital additions or
      improvements; 

     

    (n) institute,
      settle or agree to settle any Action;

     

    (o) permit
      any insurance policy naming it as a beneficiary or loss-payable payee to be
      canceled or terminated;

     

    (p) permit
      expiration of any Permits of the Company or fail to renew any Permits that
      would
      otherwise expire pursuant to the terms thereof between the date of this
      Agreement and the Closing;

     

    (q) adopt
      a
      plan of complete or partial liquidation, dissolution, merger, consolidation,
      restructuring, recapitalization or other reorganization;

     

    (r) settle
      any material audit, make or change any material Tax election, file any amended
      Tax Return or take any other action with regard to any dispute or discussion
      with a Governmental Authority relating to a material Tax liability or potential
      liability;

     

    (s) hire
      any
      additional officers or employees;

     

    (t) take
      any
      action or omit to take any action that would cause any of the representations
      and warranties set forth in Article III hereof to become untrue in any material
      respect or which would result in any of the conditions set forth in Article
      VI
      not being satisfied; or

     

    (u) authorize
      or enter into an agreement to do any of the foregoing.

     

    5.2 Exclusivity.
      Between
      the date hereof and the Closing Date, or until the earlier termination of this
      Agreement, neither
      the Company nor the Stockholder shall (and the Company will not permit its
      Representatives to) directly or indirectly (a) solicit, initiate, cause,
      facilitate or encourage (including by way of furnishing information) any
      proposal or offer from any Person relating to, or enter into or consummate
      any
      transaction relating to, the acquisition of the Company or any capital stock
      or
      other voting securities, or any substantial portion of the assets or business,
      of the Company, including any acquisition of the Company structured as a merger,
      consolidation or share exchange or any similar transaction or (b) participate
      in
      any discussions or negotiations regarding, furnish any information with respect
      to, assist or participate in, or facilitate in any other manner, any effort
      or
      attempt by any Person to do or seek any of the foregoing. The Company will
      notify Parent
      and the Buyer
      immediately if any Person makes any proposal, offer, inquiry or contact with
      respect to any of the foregoing (whether solicited or unsolicited), and the
      Company shall promptly provide to Parent
      and the Buyer
      copies
      of all written material, including material in electronic form, received by
      the
      Company from the Person making such proposal, offer, inquiry or
      contact.


    
      
        
        

      

      
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    5.3 Non-Trading.
      Neither
      the Company nor the Stockholder will, and the Company and the Stockholder will
      cause their respective
      Affiliates and the officers, directors, employees and agents of the Company
      not
      to,
      without
      the prior written consent of Parent (which consent may be withheld in its sole
      discretion), directly or indirectly, purchase, sell, offer, contract or grant
      any option to sell (including without limitation any short sale), pledge,
      transfer, establish an open “put equivalent position” or liquidate or decrease a
“call equivalent position” within the meaning of Rule 16a-1(h) under the
      Exchange Act, or otherwise dispose of or transfer (or enter into any transaction
      which is designed to, or might reasonably be expected to, result in the
      disposition of) including the filing (or participation in the filing) of a
      registration statement with the SEC in respect of, any ordinary shares of
      Parent, or publicly announce an intention to do any of the foregoing, for a
      period commencing on the date hereof and continuing through later of (i) the
      Closing Date or the earlier termination of this Agreement, and (ii) the public
      announcement of the transactions contemplated by this Agreement.

     

    5.4 Cooperation;
      Approvals, Filings and Consents. 

     

    (a) Upon
      the
      terms and subject to the conditions set forth in this Agreement, each party
      hereto shall use reasonable best efforts to take, or cause to be taken, all
      actions, and do, or cause to be done, and to assist and cooperate with the
      other
      party or parties in doing, all things necessary, proper or advisable to
      consummate the transactions contemplated hereby and to satisfy or cause to
      be
      satisfied all of the conditions precedent that are set forth in Article VI,
      as
      applicable to each of them. 

     

    (b) Each
      of
the
      Buyer
      and the
      Company shall, as promptly as practicable, use reasonable best efforts to obtain
      all necessary Approvals from Governmental Authorities and make all other
      necessary registrations and filings under applicable Law required to be obtained
      or made by it in connection with the authorization, execution and delivery
      of
      this Agreement and the Related Agreements and the consummation of the
      transactions contemplated hereby and thereby. Each of the
      Buyer
      and the
      Company shall act in good faith and use reasonable best efforts to cooperate
      with the other parties in connection therewith and in connection with resolving
      any investigation or other inquiry with respect thereto.  

     

    (c) The
      Company shall use reasonable best efforts to obtain as promptly as practicable
      all other consents from third parties that are necessary or desirable for the
      consummation of the transactions contemplated by this Agreement (including,
      without limitation, those set forth in Sections 3.5, 3.6, 3.7, 3.12 and 3.13
      of
      the Company Disclosure Schedule (“Company
      Third Party Consents”)). 

     

    5.5 Access
      to Information. Prior
      to
      the Closing Date and upon reasonable notice, the Company shall give
      Parent
      and the Buyer
      and
      their Representatives reasonable access to the personnel, properties, books
      and
      records of the Company upon reasonable notice and during normal business hours,
      furnish to Parent
      and the Buyer
      and
      their Representatives such financial and operating data and all other
      information as such Persons may reasonably request and shall instruct the
      Representatives to cooperate with Parent and the
      Buyer
      in its
      investigation of the Company; provided,
      however,
      that no
      investigation of the Company shall affect any representation or warranty made
      by
      the Company or the Stockholder hereunder. Parent and the Buyer shall keep such
      information confidential in accordance with the terms of the confidentiality
      agreement dated March 6, 2008 (the “Confidentiality
      Agreement”)
      between the Company and Parent. 


    
      
        
        

      

      
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    5.6 Notice
      of Certain Events. During
      the period from the date hereof until the Closing, the Company and the
      Stockholder shall promptly notify Parent and the Buyer in writing of: (i) the
      discovery by the Company or the Stockholder of any event, condition, fact or
      circumstance that occurred or existed on or prior to the date of this Agreement
      and that caused or constitutes an inaccuracy in or breach of any representation
      or warranty made by the Company or the Stockholder in this Agreement; (ii)
      any
      event, condition, fact or circumstance that occurs, arises or exists after
      the
      date of this Agreement and that causes or constitutes, or would reasonably
      be
      expected to cause or constitute, an inaccuracy in or breach of any
      representation or warranty made by the Company or the Stockholder in this
      Agreement if (A) such representation or warranty had been made as of the time
      of
      the occurrence, existence or discovery of such event, condition, fact or
      circumstance or (B) such event, condition, fact or circumstance had occurred,
      arisen or existed on or prior to the date of this Agreement; and (iii) any
      material breach of any covenant or obligation of the Company or the Stockholder.
      If any event, condition, fact or circumstance that is required to be disclosed
      pursuant to this Section 5.6 requires any change in the Company Disclosure
      Schedule, then the Company shall promptly deliver to Parent and the
      Buyer
      an
      update to the Company Disclosure Schedule specifying such change;
      provided that, no such update shall be deemed to supplement or amend the Company
      Disclosure Schedule for the purpose of determining whether any of the conditions
      set forth in Article VI have been satisfied or for the purpose of determining
      the accuracy of any of the representations and warranties made by the Company
      in
      this Agreement, including, without limitation, for purposes of Article VII
      hereof.

     

    5.7 Public
      Announcements. Neither
      the Company or the Stockholder, nor any of their respective Affiliates or agents
      (including accountants, lenders, counsel or investment bankers), without the
      prior written consent of Parent or the Buyer, shall issue any press release
      announcing the execution of this Agreement or the transactions contemplated
      hereby, otherwise make any public statements regarding the transactions
      contemplated hereby or otherwise disclose any of the contents of this Agreement
      or the Related Agreements (each, a “Public
      Announcement”).
      The
      Buyer or Parent may in their sole discretion issue a Public Announcement without
      the consent of any other party hereto; provided,
      however,
      that,
      subject to any public disclosure and other legal obligations of the Buyer,
      Parent or any of their respective Affiliates and regulatory obligations to
      which
      the Buyer, Parent or any of their respective Affiliates may be subject and
      without limiting the rights of the Buyer or Parent pursuant to this Section
      5.7,
      the Buyer shall use commercially reasonable efforts to provide the Stockholder
      an opportunity to review and discuss with the Buyer and Parent any Public
      Announcement proposed to be issued by the Buyer announcing the consummation
      of
      the transactions contemplated hereby prior to issuing any such Public
      Announcement.

     

    5.8 Restriction
      on Transfer of Shares. 

     

    (a) Any
      Shares issued pursuant to this Agreement and any shares of capital stock or
      other securities received with respect thereto that have not been sold pursuant
      to an effective registration statement under the Securities Act (collectively,
      the “Restricted
      Securities)
      shall
      not be sold, transferred, assigned, pledged, encumbered or otherwise disposed
      of
      (each, a “Transfer”)
      except
      in` compliance with the provisions of this Section 5.8, which provisions are
      intended to insure compliance with the provisions of the Securities Act. Each
      holder agrees to observe and comply with the Securities Act in connection with
      any Transfer of Restricted Securities.


    
      
        
        

      

      
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    (b) Each
      certificate representing Restricted Securities and each certificate issued
      to
      any transferee of any holder of any such certificate shall, subject to the
      provisions of Sections 5.8(c) and 5.8(d), be stamped or otherwise imprinted
      with
      a legend in substantially the following form:

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
      AND
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
      APPLICABLE STATE SECURITIES OR “BLUE-SKY” LAWS. THESE SECURITIES MAY NOT BE
      SOLD, TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
      THE
      ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. ADDITIONALLY, THE
      TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN SECTION
      5.8 OF A STOCK PURCHASE AGREEMENT DATED AS OF JULY 22, 2008, AND NO TRANSFER
      OF
      THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN
      FULFILLED. COPIES OF SECTION 5.8 OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST
      BY
      WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE
      SECRETARY OF THE ISSUER.

     

    (c) If
      a
      holder desires to Transfer any Restricted Securities, it shall provide prior
      written notice to Parent of the holder’s intention to effect such Transfer and
      to comply in all other respects with the provisions of this Section 5.8. Any
      such notice shall describe the manner and circumstances of the proposed Transfer
      and shall be accompanied by an opinion of counsel of the holder, addressed
      to
      Parent, stating that in the opinion of such counsel (which opinion shall be
      reasonably satisfactory to Parent) such proposed Transfer may be effected
      without registration or qualification of such Restricted Securities under the
      Securities Act or the securities or “blue-sky laws” of any other jurisdiction.
      The holder thereof shall thereupon be entitled to Transfer such Restricted
      Securities in accordance with the terms of the notice delivered by it to Parent.
      Each certificate or other instrument evidencing the securities issued upon
      the
      Transfer of any such Restricted Securities (and each certificate or other
      instrument evidencing the balance, if any, of such Restricted Securities not
      so
      transferred) shall bear the legend set forth in Section 5.8(b), and any
      subsequent Transfer thereof shall be subject to compliance with the provisions
      of this Section 5.8, unless, in the opinion of counsel of Parent, registration
      of any future Transfer is not required by the applicable provisions of the
      Securities Act. 


    
      
        
        

      

      
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    (d) Notwithstanding
      the foregoing provisions of this Section 5.8, the restrictions imposed by this
      Section 5.8 upon the transferability of Restricted Securities shall cease and
      terminate (i) with respect to any Restricted Securities sold or otherwise
      disposed of pursuant to an effective registration statement under the Securities
      Act or as otherwise contemplated by Section 5.8(c) and, pursuant to Section
      5.8(c), the Restricted Securities so transferred are not required to bear the
      legend set forth in Section 5.8(b), at such time that such Restricted Securities
      are sold or disposed of, or (ii) the holder of such Restricted Securities has
      met the requirements for Transfer of such Restricted Securities pursuant to
      Rule
      144(b)(1) under the Securities Act. Whenever the restrictions imposed by this
      Section 5.8 shall terminate as herein provided, the holder of Restricted
      Securities as to which such restrictions have terminated shall be entitled
      to
      receive from Parent, without expense, a new certificate not bearing the
      restrictive legend set forth in Section 5.8(b) and not containing any other
      reference to the restrictions imposed by this Section 5.8.

     

    (e) The
      holder understands and agrees that Parent, in its discretion, may cause stop
      transfer orders to be placed with its transfer agent with respect to
      certificates for Restricted Securities owned by the holder if Parent deems
      such
      proposed Transfer to be a violation or breach of this Section 5.8 or that is
      or
      may otherwise be in violation of applicable Law.

     

    5.9 Tax
      Matters.

     

    (a) Following
      the Closing, the Buyer shall prepare and file, or cause to be prepared and
      filed, all Tax Returns required to be filed by the Company on or after the
      Closing Date. To the extent permitted by applicable Law, any taxable income
      with
      respect to a Pre-Closing Period or Straddle Period shall be offset to the extent
      of any available carryforward Tax losses. The Buyer shall provide the
      Stockholder a reasonable opportunity to review and comment on any Tax Return
      for
      a Pre-Closing Tax Period or Straddle Period at least twenty (20) days prior
      to
      the filing thereof (taking into account any applicable valid extension). The
      Stockholder shall have the right to review all information used to prepare
      each
      such Tax Return. Notwithstanding the foregoing, the Buyer shall not be required
      to grant access or furnish information to the Stockholder or any of its
      representatives to the extent that such information is appropriately subject
      to
      an attorney/client or attorney work product privilege. The Buyer and the
      Stockholder agree to consult and resolve in good faith any material issue
      arising as a result of the Stockholder’s review of such Tax Return and mutually
      agree upon, if possible, the final Tax Return as promptly as possible. Any
      dispute that cannot be resolved by the parties within ten (10) days shall be
      resolved by the Independent Accountants. The fees and expenses of the
      Independent Accountants pursuant to this Section 5.9 shall be borne by the
      Buyer
      and the Stockholder in inverse proportion as they may prevail on matters
      resolved by the Independent Accountants, which proportionate allocations shall
      also be determined by the Independent Accountants at the time the determination
      of such firm is rendered on the hand merits of the matters submitted.


     

    (b) Following
      the Closing, the Stockholder shall provide the Company, Parent or the Buyer
      with
      such assistance and non-privileged information as may reasonably be requested
      in
      connection with the preparation of any Tax Return relating to the Company or
      the
      performance of any audit, examination or any other Proceeding by any taxing
      authority relating to any such Tax Return, whether conducted in a judicial
      or
      administrative forum. The
      Buyer
      shall exercise exclusive control over the handling, disposition and settlement
      of any inquiry, examination or proceeding by a Governmental Authority (or that
      portion of any inquiry, examination or proceeding by a Governmental Authority)
      relating to any Tax Returns of the Company; provided, however, that the
      Stockholder shall have the right to participate in, at his own expense, any
      Proceedings with respect to any Tax matters as to which the Stockholder may
      have
      payment or indemnification obligations under this Agreement.


    
      
        
        

      

      
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    (c) The
      Stockholder shall be entitled to receive, and the Buyer shall pay to the
      Stockholder, the amount of any Tax refund paid to by the Company that is
      attributable to any Pre-Closing Tax Period or the portion of any Straddle Period
      ending on the Closing Date.

     

    (d) The
      Stockholder shall pay to the Buyer the amount of all Taxes due with respect
      to
      any portion of a Pre-Closing Tax Period or a Straddle Period that constitutes
      a
      Pre-Closing Tax Period at least five (5) days prior to the payment thereof
      by
      the Buyer or, if later, following demand by the Buyer.

     

    (e) For
      purposes of determining the Stockholder’s obligation to pay
      to
      the Buyer the amount of all Taxes due (or to receive a refund) with respect
      to
      any portion of a Straddle Period
      or to
      indemnify the Buyer, Parent and their respective Affiliates pursuant
      to Section 7.1(a)(iv), the portion of any Tax
      that
      is attributable to the portion of such Straddle Period ending on the Closing
      Date shall be:

     

    (i) in
      the
      case of income Taxes or Taxes resulting from, or imposed on, sales, receipts,
      use, transfers or assignments of property, or wages, withholdings, or other
      payments, the amount that would be payable for such period
      determined as if the Company filed a Tax Return for the portion of the Straddle
      Period ending on (and including) the Closing Date, based upon an interim closing
      of the Company on the Closing Date; provided that
      for
      purposes of this paragraph (i),
      any
      item determined on an annual
      or
      periodic basis (including amortization and depreciation deductions and
the
      effects of graduated rates) shall be allocated between the portion of the
      Straddle Period ending on (and including) the Closing Date and the portion
      of
      the Straddle Period after the Closing Date based on the relative number of
      days
      in the relative portions of the Straddle Period as compared to the number of
      days in the entire Straddle Period; and

     

    (ii) in
      the
      case of all other Taxes, an amount equal to (1) the amount of
      Taxes
      for the entire Straddle Period multiplied by
      (2) a
      fraction (y) the numerator of which is the number of calendar days in the
      portion of the Straddle Period ending on (and including) the Closing Date and
      (z) the denominator of which is the number of calendar days in the entire
      Straddle Period. 

     

    5.10 Mutual
      Cooperation.
      From
      and after the Closing Date, the Stockholder and the Buyer shall use their
      reasonable efforts to provide to the other party (the “requesting
      party”)
      such
      books, records and information and make available to the requesting party such
      personnel (such party providing such books, records or information or making
      available such personnel to the requesting party, the “providing
      party”),
      in
      each case as may be reasonably requested in writing by the requesting party,
      for
      the purpose of reasonably assisting the requesting party in responding to
      Governmental Authority or professional inquiries, making required Governmental
      Authority filings (including Tax filings) or defending or prosecuting any Action
      relating to or arising out of the conduct of the Company prior to or after
      the
      Closing Date, involving any Person.


    
      
        
        

      

      
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    5.11 Registration. 

     

    (a) As
      soon
      as practicable and in any event within thirty (30) days after the date of
      issuance of Parent Ordinary Shares to the Stockholder under this Agreement
      (i.e.
      with respect to the Closing Stock Payment, the Closing Date, and with respect
      to
      the Earn-Out Stock Payment, the date such stock is issued), Parent shall file
      with the SEC, and thereafter use its commercially reasonable efforts to have
      declared effective as soon as practicable, a registration statement on
      Form F-3 (a “Registration
      Statement”)
      under
      the Securities Act covering the resale by the Stockholder of such Parent
      Ordinary Shares (the “Registrable
      Shares”).
      In
      its discretion, Parent will be permitted to register any other shares for resale
      by other eligible selling stockholders using any such Registration Statement;
      provided that the registration of such additional shares does not materially
      delay or materially adversely affect the ability of Parent to register the
      Registrable Shares. Parent shall use commercially reasonable efforts to keep
      any
      such Registration Statement continuously effective and usable for the resale
      of
      the Registrable Shares covered thereby for a period commencing on the date
      on
      which the SEC declares the Registration Statement effective and ending on the
      earlier of (i) the date upon which all of the Registrable Shares covered
      thereby first become eligible for resale pursuant to Rule 145 under the
      Securities Act without restriction or (ii) the first date upon which all of
      the Registrable Shares covered by the Registration Statement have been sold
      pursuant to such registration statement.

     

    (b) Parent
      may, by written notice to the Stockholder, (i) delay the filing or effectiveness
      of a Registration Statement for up to ninety (90) days, or for such longer
      period, as a result of restraints or restrictions under applicable Law, or
      if in
      the reasonable good faith judgment of the Board of Directors of Parent, the
      filing of such Registration Statement would be materially detrimental to Parent
      because such action would (A) materially interfere with a significant
      acquisition, corporate reorganization, or other similar transaction involving
      Parent, (B) require premature disclosure of material information that Parent
      has
      a bona fide business purpose for preserving as confidential, or (C) render
      Parent unable to comply with requirements under the Securities Act or the
      Exchange Act, or (ii) suspend a Registration Statement after effectiveness
      and
      require that the Stockholder immediately cease sales of shares pursuant to
      such
      Registration Statement (A) for a period of not more than thirty (30) consecutive
      days or ninety (90) days in the aggregate during any twelve (12) consecutive
      calendar months, in the event that Parent files a registration statement with
      the SEC for a then pending public offering of its securities or (B) following
      the effectiveness of a Registration Statement, for no longer than thirty (30)
      consecutive trading days if an event has occurred or Parent has entered into
      a
      transaction which Parent determines in good faith must be disclosed in order
      for
      Parent to comply with the public disclosure requirements imposed on Parent
      under
      the Securities Act in connection with such Registration Statement, provided,
      that in
      respect of all such events or occurrences Parent shall not suspend the
      effectiveness of a Registration Statement for more than ninety (90) trading
      days
      in the aggregate in any twelve (12) consecutive calendar months.

     

    (c) If
      Parent
      delays or suspends a Registration Statement or requires the Stockholder to
      cease
      sales of shares pursuant to Section 5.11(b) above, Parent shall, as promptly
      as
      practicable (and in any event within four (4) Business Days) following the
      termination of the circumstance which entitled Parent to do so, take such
      actions as may be necessary to file or reinstate the effectiveness of such
      Registration Statement and/or give written notice to the Stockholder authorizing
      him to resume sales pursuant to such Registration Statement. 

     

    
      
        
        

      

      
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    5.12 Non-competition;
      Non-Solicitation; Confidentiality; Reasonableness. 

     

    (a) Non-competition;
      Non-Solicitation.
      For a
      period of five (5) years following the Closing Date (the “Restricted
      Period”),
      without the prior written consent of the Board of Directors of Parent, the
      Stockholder shall not, directly or indirectly, engage in the following
      activities anywhere in the world:

     

    (i) (A)
      invest in, contribute capital to, raise capital for or directly or indirectly
      participate in the business or management (as a director, officer, employee,
      consultant, advisor, agent, representative or otherwise) of, any Competitive
      Enterprise, or (B) act in any capacity for or provide services to any individual
      or entity, as a result of which it is reasonably likely that the Stockholder
      will disclose the Company’s proprietary or confidential information to any
      Competitive Enterprise,
      provided
      that
      nothing herein shall prohibit the Stockholder from being a passive owner of
      not
      more than five percent (5%) of the outstanding stock of any class of a
      corporation that is publicly traded, so long as the Stockholder has no direct
      or
      indirect participation in the business of such public corporation. The
      Stockholder shall not make direct or indirect investments in private companies
      engaged in any Competitive Enterprise. For the purpose of this Section
      5.12(a)(i), a “Competitive
      Enterprise”
is
      an
      individual or entity that competes anywhere in the world with Parent, the
      Company or any of their subsidiaries in the business of the development,
      manufacture, distribution, design or sale of microRNA based products.
      Notwithstanding anything to the contrary contained in this Agreement or in
      the
      Employment Agreement, the Stockholder shall be permitted to invest in,
      contribute capital to, raise capital for and directly or indirectly participate
      in the business or management of, any private equity fund, venture capital
      fund,
      or similar entity that invests in or acquires one or more entities the business
      of which includes, directly or indirectly, the development, manufacture,
      distribution, design or sale of microRNA based products (the “Portfolio
      Entities”),
      so
      long as the Stockholder does not serve as an officer, director, employee or
      contractor of any such Portfolio Entity or otherwise participate in the
      management of such Portfolio Entity;

     

    (ii) interfere
      with, or attempt to interfere with, the relations among Parent, the Buyer or
      the
      Company, or any of their respective Affiliates and any employee, customer,
      client, patient, vendor, supplier or consultant of Parent, the Buyer or the
      Company, or any of their respective Affiliates; or

     

    (iii) make
      disparaging statements regarding the Company, Parent or the Buyer, any of their
      respective Affiliates or any of their respective directors, officers or
      employees (or any person or entity who was in any such capacity at any time
      during the one-year period preceding any such statement).

     

    (b) Confidentiality.
      The
      Stockholder acknowledges and agrees that the Buyer is acquiring from the Company
      certain trade secrets and other confidential and proprietary information of
      the
      Company (collectively, the “Confidential
      Information”),
      and
      that the Buyer expects the Stockholder to protect the confidentiality of the
      Confidential Information. Accordingly, the Stockholder covenants and agrees
      that, from and after the date hereof, he shall hold, and the Stockholder shall
      cause the Company to hold, the Confidential Information in the strictest
      confidence and shall not use or disclose to any Person, directly or indirectly,
      any Confidential Information for any purpose whatsoever; provided,
      however,
      that he
      may disclose Confidential Information as is required by Law or as used in
      connection with his employment with the Company; provided that,
      prior
      to making any such disclosure, he shall provide reasonable advance notice to
      the
      Buyer and reasonable assistance to the Buyer in attempting to obtain a
      protective order or other appropriate remedy concerning such
      disclosure.


    
      
        
        

      

      
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    (c) Material
      Inducement; Reasonableness; Remedies.
      

     

    (i) The
      Stockholder acknowledges and agrees that the covenants contained in this Section
      5.12 are a material and substantial part of the transaction contemplated by
      this
      Agreement and are entered into in connection with and as an inducement to the
      acquisition by the Buyer of the Company and the other transactions contemplated
      by this Agreement, without which the Buyer would be unwilling to enter into
      this
      Agreement or consummate the transactions contemplated hereby. 

     

    (ii) The
      Stockholder acknowledges and agrees that (A) the provisions of this Section
      5.12
      are necessary and reasonable to protect the Confidential Information and the
      goodwill being acquired by the Buyer pursuant to this Agreement; (B) the
      specific time, geography and scope of the provisions set forth in this Section
      5.12 are reasonable and necessary to protect the business interests of the
      Buyer
      as they relate to the Company; and (C) in the event of a breach of any agreement
      set forth in this Section 5.12, the Buyer would suffer substantial irreparable
      harm and would not have an adequate remedy at law for such breach. In
      recognition of the foregoing, the Stockholder agrees that in the event of a
      breach or threatened breach of any of the provisions set forth in this Section
      5.12, in addition to such other remedies as the Buyer may have at Law, without
      posting any bond or security or requirement for proof of actual damages, the
      Buyer shall be entitled to seek and obtain equitable relief, in the form of
      specific performance, or temporary, preliminary or permanent injunctive relief,
      or any other equitable remedy which then may be available. The seeking of such
      injunction or order shall not affect the Buyer’s right to seek and obtain
      damages or other equitable relief on account of any such actual or threatened
      breach.

     

    (iii) If
      any
      provision of this Section 5.12 is held by a Court to be overly broad in
      duration, geographical coverage, substantive scope or otherwise, that provision
      will be narrowed to the broadest term permitted by applicable Law and enforced
      as so narrowed, and such court is hereby given express authority by the
      undersigned to modify the offending provisions hereof without the signature
      or
      prior consent of the Stockholder to the extent necessary to make them
      enforceable to the fullest extent permitted under applicable Law. Each provision
      of this Section 5.12 restricting the activities of the Stockholder in any way
      is
      intended to be separate from and enforceable separately from each such other
      provision.

     

    5.13 Repayment
      of Debt Payoff Amount.
      If the
      Debt Payoff Amount would exceed One Million Nine Hundred Thousand Dollars
      ($1,900,000) at the Closing, the Stockholder shall repay or cause the Company
      to
      repay at the Closing the amount by which the Debt Payoff Amount exceeds One
      Million Nine Hundred Thousand Dollars ($1,900,000). Subject to the foregoing,
      on
      the Closing Date, the Buyer will cause the Company to pay the Debt Payoff Amount
      set forth in the Payoff Letters to the Stockholder, Michael J. Pellini MD and
      Citizens Bank, as applicable. 


    
      
        
        

      

      
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    ARTICLE
      VI

     

    CONDITIONS
      PRECEDENT TO CLOSING

     

    6.1 Conditions
      to Obligation of Each Party.
      The
      respective obligations of each party to consummate the transactions contemplated
      by this Agreement shall be subject to the satisfaction at or prior to the
      Closing of the following condition:
      no
      temporary restraining order, preliminary or permanent injunction or other Order
      (whether temporary, preliminary or permanent) issued by any Court of competent
      jurisdiction or other legal restraint or prohibition shall be in effect which
      prevents the consummation of the transactions contemplated hereby, nor shall
      any
      Action brought by any Governmental Authority seeking any of the foregoing be
      pending, and there shall not be any action taken, or any Law or Order enacted,
      entered, enforced or deemed applicable to the transactions contemplated hereby,
      which makes the consummation of the transactions contemplated herein
      illegal.

     

    6.2 Additional
      Conditions to Obligations of Parent and the Buyer.
      The
      obligations of Parent and the Buyer to consummate the transactions contemplated
      by this Agreement shall be subject to the satisfaction at or prior to the
      Closing of the following additional conditions, unless waived in writing by
      Parent and the Buyer:

     

    (a) Representations
      and Warranties.
      Each of
      the representations and warranties set forth in Article III that is qualified
      by
“materiality,” “Company Material Adverse Effect” or a similar qualifier shall be
      true and correct in all respects, and each of such representations and
      warranties that is not so qualified shall be true and correct in all material
      respects, in each case, as of the date of this Agreement and as of the Closing
      Date as though made on and as of the Closing Date (except for representations
      and warranties made as of a specified date, the accuracy of which will be
      determined only as of the specified date).

     

    (b) Agreements
      and Covenants.
      Each of
      the Company and the Stockholder shall have performed or complied in all material
      respects, with each obligation, agreement and covenant to be performed or
      complied with by the Company or the Stockholder under this Agreement on or
      prior
      to the Closing Date.

     

    (c) No
      Company Material Adverse Change.
      From
      and including the date hereof, there shall not have been a Company Material
      Adverse Change. 

     

    (d) Consents
      and Approvals.
      All
      Third Party Consents, and all other Approvals from any Persons or Governmental
      Authorities that, in the reasonable discretion of Parent and the Buyer, are
      necessary for the consummation of the transactions contemplated hereby on the
      terms, and conferring upon the Buyer all of the rights and benefits, as
      contemplated herein, shall have been received in form and substance reasonably
      satisfactory to the Buyer.


    
      
        
        

      

      
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    (e) Payment
      of Closing Indebtedness.
      All
      Indebtedness owed to the Company from any Person shall have been repaid in
      full
      at the Closing.

     

    (f) Debt
      Payoff Amount.
      The
      Company or the Stockholder shall have delivered to the Buyer the Payoff Letters
      setting forth the Debt Payoff Amount outstanding through and including the
      Closing Date, and due to the Stockholder, Dr. Pellini and Citizens Bank and
      the
      aggregate Debt Payoff Amount at the Closing shall not exceed One Million Nine
      Hundred Thousand Dollars ($1,900,000).

     

    (g) Related
      Agreements.
      The
      Company and the Stockholder, as applicable, shall have executed and delivered
      to
      the Buyer each of the Related Agreements to which the Company or the Stockholder
      is a party and the actions required to be taken thereunder by such Person at
      or
      prior to the Closing thereunder shall have been taken.

     

    (h) Resignations.
      Each
      director and officer of the Company shall have resigned or been removed
      effective as of the Closing Date.

     

    (i) Company
      Transaction Expenses.
      The
      Stockholder shall pay to the Company any Company Transaction Expenses
      outstanding or accrued as of the Closing Date to the extent required by Section
      8.3.

     

    (j) FIRPTA
      Compliance.
      The
      Company shall have delivered to the Buyer a properly executed notice in a form
      reasonably acceptable to the Buyer for purposes of satisfying the Buyer’s
      obligations under Section 897 and 1445 of the Code, together with written
      authorization for the Buyer to deliver such notice to the Internal Revenue
      Service on behalf of the Company after the Closing.

     

    (k) W-9s.
      The
      Stockholder and each recipient of any portion of the Debt Payoff Amount (other
      than Citizens Bank) shall provide the Buyer with Internal Revenue Service Form
      W-8 or W-9, as appropriate, or any successor form prescribed by the Internal
      Revenue Service.

     

    (l) Officer’s
      Certificate.
      The
      Company shall have delivered to the Buyer and the Buyer a certificate of the
      President or Chief Executive Officer of the Company, dated as of the Closing
      Date, in form and substance reasonably satisfactory to the Buyer, certifying
      that the conditions set forth in Sections 6.2(a) through (c) have been
      satisfied.

     

    (m) Evidence
      of Corporate Authority.
      The
      Company shall have delivered to Parent and the Buyer a certificate of the
      Secretary of the Company, dated as of the Closing Date, in form and substance
      reasonably satisfactory to Parent, certifying as to and attaching (if
      applicable): (i) complete and accurate copies of the Organizational Documents
      of
      the Company, (ii) the incumbency of the officers executing this Agreement and
      the Related Agreements to which the Company is a party on behalf of the Company
      and (iii) complete and accurate copies of resolutions of the Board of Directors
      (and, if applicable, the Stockholder) of the Company authorizing and approving
      the execution, delivery and performance of this Agreement and the Related
      Agreements and the transactions contemplated hereby and thereby, and the acts
      of
      the officers of the Company in carrying out the terms and provisions hereof
      and
      thereof.


    
      
        
        

      

      
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    (n) Good
      Standing Certificate.
      The
      Company shall have delivered to Parent and the Buyer a certificate of legal
      existence and good standing from the Secretary of State of its jurisdiction
      of
      incorporation, which shall be dated no more than five (5) Business Days prior
      to
      the Closing Date.

     

    (o) Lease
      Amendment.
      The
      Company shall have amended the Lease in the form satisfactory to Parent and
      the
      Buyer to allow for extension of the term of the Lease for an additional one
      (1)
      year period.

     

    (p) Legal
      Opinion.
      Stevens
& Lee, P.C., counsel to the Company, shall have delivered to Parent and the
      Buyer a legal opinion in substantially the form attached hereto as Exhibit
      E.
      

     

    (q) Other
      Documents.
      The
      Company shall have delivered to Parent and the Buyer such other instruments,
      certificates, documents or materials as may be reasonably requested by Parent
      or
      the Buyer in connection with the consummation of the transactions contemplated
      hereby.

     

    6.3 Additional
      Conditions to Obligations of the Company.
      The
      obligations of the Company to consummate the transactions contemplated by this
      Agreement shall be subject to the satisfaction at or prior to the Closing of
      the
      following additional conditions, unless waived in writing by the
      Company:

     

    (a) Representations
      and Warranties.
      Each of
      the representations and warranties set forth in Article IV that is qualified
      by
“materiality” or a similar qualifier shall be true and correct in all respects,
      and each of such representations and warranties that is not so qualified shall
      be true and correct in all material respects, in each case, as of the date
      of
      this Agreement and as of the Closing Date as though made as of the Closing
      Date
      (except for representations and warranties made as of a specified date, the
      accuracy of which will be determined only as of the specified
      date).

     

    (b) Agreements
      and Covenants.
      Each of
      Parent and the Buyer shall have performed or complied in all material respects
      with each obligation, agreement and covenant to be performed or complied with
      by
      Parent or the Buyer under this Agreement on or prior to the Closing
      Date.

     

    (c) Related
      Agreements.
      Each of
      Parent and the Buyer shall have executed and delivered to the Company each
      of
      the Related Agreements to which Parent or the Buyer is a party and the actions
      required to be taken thereunder by Parent or the Buyer, at or prior to the
      Closing thereunder shall have been taken.

     

    (d) Officer’s
      Certificate.
      Each of
      Parent and the Buyer shall have delivered to the Company a certificate of an
      officer of Parent and the Buyer, respectively, dated as of the Closing Date,
      certifying that the conditions set forth in Sections 6.3(a) and 6.3(b) have
      been
      satisfied.


    
      
        
        

      

      
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    (e) Evidence
      of Corporate Authority.
      The
      Buyer shall have delivered to the Company a certificate of the Secretary or
      an
      Assistant Secretary of the Buyer, dated as of the Closing Date, certifying
      as to
      and attaching (if applicable): (i) complete and accurate copies of the
      Organizational Documents of the Buyer, (ii) the incumbency of the officers
      executing this Agreement and the Related Agreements to which the Buyer is a
      party on behalf of the Buyer and (iii) complete and accurate copies of
      resolutions of the Board of Directors (and, if applicable, the stockholders)
      of
      the Buyer authorizing and approving the execution, delivery and performance
      of
      this Agreement and the transactions contemplated hereby, and the acts of the
      officers of the Buyer in carrying out the terms and provisions hereof.


     

    ARTICLE
      VII

     

    INDEMNIFICATION

     

    7.1 Indemnification. 

     

    (a) Indemnification
      by the Stockholder.
      From
      and after the Closing, the Stockholder shall indemnify, defend and hold harmless
      the Buyer, Parent and their respective Affiliates, their respective successors
      and assigns, and the respective officers, directors, employees and agents of
      each of the foregoing (the “Parent
      Indemnified Persons”)
      from
      and against any and all Losses of every kind, nature or description asserted
      against, or sustained, incurred or accrued directly or indirectly by, such
      Parent Indemnified Person to the extent that such Losses arise out of or result
      from or are a consequence of any of the following:

     

    (i) the
      breach or inaccuracy of any representation or warranty of the Company or the
      Stockholder contained in this Agreement or in any Related Agreement or
      certificate delivered by the Company or the Stockholder pursuant to this
      Agreement, it being understood and agreed that for purposes hereof, such
      representations and warranties shall be interpreted without giving effect to
      any
      limitations or qualifications as to “materiality” (including the word
“material”) or “Company Material Adverse Effect”; 

     

    (ii) the
      breach of or non-compliance with any agreement or covenant of the Company or
      the
      Stockholder contained in this Agreement or in any Related Agreement;


     

    (iii) any
      Indebtedness of the Company outstanding as of the Closing Date, other than
      the
      Debt Payoff Amount and other than the Indebtedness set forth in Section 3.10(ii)
      of the Company Disclosure Schedule;

     

    (iv) any
      Taxes
      of the Company attributable to any Pre-Closing Tax Period (including any
      Pre-Closing Tax Period included in a Straddle Period); 

     

    (v) any
      claim
      by an owner of equity or other securities of the Company, or any other Person,
      seeking to assert, or based upon, ownership or rights to ownership of any shares
      of stock or other securities of the Company;

     

    (vi) the
      existence or ownership of any subsidiaries or any ownership of any capital
      stock
      or other proprietary interest, directly or indirectly, in any other Person,
      at
      any time prior to the Closing, except as disclosed in Section 3.2 of the Company
      Disclosure Schedule; 


    
      
        
        

      

      
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    (vii) any
      repurchase, redemption, or other reacquisition of any shares of capital stock
      or
      other securities of the Company; 

     

    (viii) the
      Company’s ownership or operation of any real property at any time prior to the
      Closing; or 

     

    (ix) any
      violation by the Company of any Laws at any time prior to the
      Closing.

     

    (b) Indemnification
      by Parent and the Buyer.
      From
      and after the Closing, Parent and the Buyer, jointly and severally, shall
      indemnify, defend and hold harmless the Stockholder and his successors and
      assigns (the “Stockholder
      Indemnified Persons”)
      from
      and against any and all Losses of every kind, nature or description asserted
      against, or sustained, incurred or accrued directly or indirectly by, the
      Stockholder Indemnified Persons to the extent that such Losses arise out of
      or
      result from or are a consequence of any of the following:

     

    (i) the
      breach or inaccuracy of any representation or warranty of Parent or the Buyer
      contained in this Agreement or in any Related Agreement or certificate delivered
      by Parent or the Buyer pursuant to this Agreement; 

     

    (ii) the
      breach of or non-compliance with any agreement or covenant of Parent or the
      Buyer contained in this Agreement or in any Related Agreement; or

     

    (iii) any
      liability incurred by the Stockholder under the Stockholder’s personal
      guarantees set forth on Schedule
      7.2(b).

     

    7.2 Limitations
      on Indemnity.
      Subject
      to the provisions of Section 7.5: 

     

    (a) The
      maximum aggregate liability of the Stockholder for Losses arising out of or
      resulting from any and all claims for indemnification pursuant to Section
      7.1(a)(i) of this Agreement shall not exceed the sum of One Million Nine Hundred
      Thousand Dollars ($1,900,000) plus the Earn-Out Cash Payment, if earned (the
      “General
      Cap”);
      provided,
      however,
      that
      the maximum aggregate liability of the Stockholder for Losses arising out of
      or
      resulting from any and all claims for indemnification pursuant to Section
      7.1(a)(i) of this Agreement with respect to any breach or inaccuracy of any
      of
      the representations and warranties set forth in any of Sections 3.14, 3.16,
      3.18
      and 3.25 shall not exceed the sum of the Base Purchase Price plus the Earn-Out
      Payment, if earned; provided further,
      however,
      that
      there shall be no cap on Losses arising out of or resulting from any and all
      claims for indemnification pursuant to Section 7.1(a)(i) of this Agreement
      with
      respect to any breach or inaccuracy of any of the representations and warranties
      set forth in any of Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.8, 3.20 and 3.22.


     

    (b) 
      The
      maximum aggregate liability of Parent and the Buyer for Losses arising out
      of or
      resulting from any and all claims for indemnification pursuant to Section
      7.1(b)(i) of this Agreement shall not exceed the General Cap; provided,
      however,
      that
      there shall be no cap on Losses arising out of or resulting from any and all
      claims for indemnification pursuant to Section 7.1(b)(i) of this Agreement
      with
      respect to any breach or inaccuracy of any of the representations and warranties
      set forth in any of Sections 4.1, 4.2, 4.3, 4.4 and 4.5.


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    (c) No
      indemnification shall be payable to a Parent Indemnified Person as a result
      of
      any Losses arising under Section 7.1(a)(i) unless and until the aggregate amount
      of all Losses incurred thereunder exceeds $15,000 (the “Deductible”),
      whereupon the Parent Indemnified Persons shall be entitled to receive all Losses
      in excess of the Deductible; provided,
      however,
      that
      the foregoing shall not apply to any Losses resulting from or arising out of
      any
      breach or inaccuracy of any of the representations and warranties contained
      in
      any of Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.8, 3.14, 3.16, 3.18, 3.20, 3.22
      and
      3.25.

     

    (d) No
      indemnification shall be payable to a Stockholder Indemnified Person as a result
      of any Losses arising under Section 7.1(b)(i) unless and until the aggregate
      amount of all Losses incurred exceeds the Deductible, whereupon the Stockholder
      Indemnified Persons shall be entitled to receive all Losses in excess of the
      Deductible; provided,
      however,
      that
      the foregoing shall not apply to any Losses resulting from or arising out of
      any
      breach or inaccuracy of any of the representations and warranties contained
      in
      any of Sections 4.1, 4.2, 4.3, 4.4 and 4.5.

     

    (e) Notwithstanding
      anything to the contrary contained in this Agreement, no party to this Agreement
      shall be liable to another party to this Agreement for incidental or
      consequential damages hereunder (it being acknowledged that incidental and
      consequential damages recovered against an Indemnified Person in a third-party
      claim are indemnifiable Losses).

     

    (f) No
      party
      or Person shall have any claim for indemnification hereunder with respect to
      (i)
      any Tax liabilities arising by reason of any reduction or disallowance of
      deductions from taxable income in one taxable year, to the extent such reduction
      or disallowance results in a corresponding increase in allowable deductions
      from
      income in another taxable year, or (ii) the shifting of items of income from
      one
      taxable year to another.

     

    (g) The
      amount of any claim for which indemnification is provided under this Article
      VII
      shall be net of amounts recovered or recoverable by the Indemnified Person
      by
      the Person seeking indemnification under insurance policies with respect to
      such
      claim; provided that there shall be no obligation to seek recovery under any
      insurance policy with respect to such claim. If, following the receipt by a
      Person of any indemnity payment hereunder, such Person shall receive any
      insurance recovery or indemnity payment from a third party in respect of the
      same underlying claim, such Person shall reimburse the party from whom such
      indemnity payment was received hereunder to the extent of such insurance
      recovery or third party indemnity payments.

     

    (h) The
      Stockholder shall not have any right of contribution, indemnification or right
      of advancement from the Company or the Parent Indemnified Persons with respect
      to any Losses claimed by the Parent Indemnified Persons.


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    7.3 Indemnification
      Process. 

     

    (a) Any
      Parent Indemnified Person or the Stockholder Indemnified Person seeking
      indemnification under this Article VII (an “Indemnified
      Person”)
      shall
      give each party from whom indemnification is being sought (each, an
“Indemnifying
      Person”)
      notice
      of any matter (a “Notice
      of Claim”)
      which
      such Indemnified Person has determined has given rise to or would reasonably
      be
      expected to give rise to a right of indemnification under this Agreement,
      stating the amount of the Loss, if known, and containing a reference to the
      provisions of this Agreement in respect of which such right of indemnification
      is claimed or arises as promptly as practicable after becoming aware of such
      matter; provided,
      however,
      that
      the failure so to provide such Notice of Claim will not relieve the Indemnifying
      Person(s) from any Liability which they may have under this Agreement or
      otherwise (unless and only to the extent that such failure results in the loss
      or compromise in any material respect of any material rights or defenses of
      the
      Indemnifying Person(s) and the Indemnifying Person(s) was not otherwise aware
      of
      such Action). Notwithstanding the foregoing, no claim shall be brought under
      this Article VII with respect to an event of indemnification described in
      Section 7.1(a)(i) or Section 7.1(b)(i) unless an Indemnified Person, at any
      time
      prior to the applicable Survival Date, gives the Indemnifying Person(s) a Notice
      of Claim with respect to such claim. If a Notice of Claim has been given on
      or
      prior to the applicable Survival Date, the relevant representations and
      warranties shall survive as to such claim until the claim has been finally
      resolved.

     

    (b) Claims
      for indemnification hereunder resulting from the assertion of liability by
      third
      parties (each, a “Third
      Party Claim”)
      shall
      be subject to the following terms and conditions:

     

    (i) The
      Indemnified Person may defend any Third Party Claim with counsel of its own
      choosing, at the Indemnifying Person’s cost, and shall act reasonably and in
      accordance with its good faith business judgment in handling such Third Party
      Claim. If the Indemnified Person elects not to defend such Third Party Claim,
      the Indemnified Person shall promptly provide notice to the Indemnifying Person.
      The Indemnifying Person shall have twenty (20) days following receipt of such
      notice to advise the Indemnified Person whether the Indemnifying Person accepts
      the defense of such claim, and the Indemnifying Person shall have no obligation
      to the Indemnified Person for legal fees incurred by the Indemnified Person
      after the date of any assumption of the defense by the Indemnifying Person.
      If
      the Indemnifying Person determines to accept the defense of such Third Party
      Claim, it shall defend such Third Party Claim with counsel of its own choice
      that is reasonably satisfactory to the Indemnified Person and at its own
      expense, provided that, the Indemnified Person shall have the right to be
      represented by its own counsel at its own expense. If the Indemnifying Person
      fails to undertake the defense of or settle or pay any such Third Party Claim
      within twenty (20) days after the Indemnified Person has given written notice
      to
      the Indemnifying Person of the claim, or if the Indemnifying Person, after
      having given such notification to the Indemnified Person, fails within twenty
      (20) days, or at any time thereafter, to defend to the reasonable satisfaction
      of the Indemnified Person, settle or pay such claim, then the Indemnified Person
      may take any and all necessary action to dispose of such claim at the
      Indemnifying Person’s cost. The Indemnifying Person and the Indemnified Person
      shall make available to each other and their counsel and accountants all books
      and records and information relating to any Third Party Claims, keep each other
      fully apprised as to the details and progress of all proceedings relating
      thereto and render to each other such assistance as may be reasonably required
      to ensure the proper and adequate defense of any and all Third Party
      Claims.


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    (ii) The
      party
      controlling the defense of a Third Party Claim may settle such Third Party
      Claim
      on any terms which it may deem reasonable, provided that, an Indemnifying Person
      shall not without the Indemnified Person’s prior written consent settle or
      compromise such proceeding, claim or demand, or consent to the entry of any
      judgment which does not include as an unconditional term thereof the delivery
      by
      the claimant or plaintiff to the Indemnified Person of a written release from
      all liability in respect of such proceeding, claim or demand.

     

    7.4 Survival
      of Representations, Warranties and Covenants.
      All
      representations and warranties contained in Articles III and IV of this
      Agreement or in any other agreement, exhibit, schedule, certificate, instrument
      or other writing delivered by or on behalf of Parent, the Buyer, the Company
      or
      the Stockholder pursuant to this Agreement shall survive the Closing for a
      period of two (2) years after the Closing Date; provided,
      however,
      that
      the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.4,
      3.5, 3.8, 3.14, 3.16, 3.18, 3.20, 3.22, 3.24 and 3.25 and in Sections 4.1,
      4.2,
      4.3, 4.4 and 4.5 shall survive the Closing until sixty (60) days following
      the
      expiration of the applicable statute of limitations (including any extension
      thereof). For convenience of reference, the date upon which any representation
      or warranty shall terminate is referred to herein as the “Survival
      Date.”
Unless
      otherwise expressly set forth in this Agreement, the covenants and agreements
      set forth in this Agreement shall survive the Closing and remain in effect
      indefinitely.

     

    7.5 Fraud
      and Related Claims; Characterization of Payments.
      Notwithstanding any provision of this Agreement to the contrary, nothing
      contained in this Agreement shall in any way limit, impair, modify or otherwise
      affect the rights of an Indemnified Person to bring any claim, demand, suit
      or
      cause of action otherwise available to such Indemnified Person based upon,
      or to
      seek or recover any Losses arising from or related to an allegation or
      allegations that an Indemnifying Person had an intent to defraud or made a
      willful or intentional misrepresentation or omission of a material fact in
      connection with this Agreement or any of the Related Agreements or the
      transactions contemplated hereby or thereby. The parties agree that any payment
      pursuant to an indemnification obligation under this Article VII shall be
      treated for Tax purposes as an adjustment to the Closing Payment.

     

    7.6 Sole
      Remedy.
      Subject
      to Section 7.5, the sole and exclusive remedy of the parties hereto for all
      Losses arising under this Agreement shall be the indemnification provisions
      set
      forth in this Article VII; provided,
      however,
      that
      this Section 7.6 shall not limit a party’s remedies under any other agreement to
      which any parties hereto are parties, or limit the availability of equitable
      relief (including injunctive relief and specific performance) in connection
      with
      this Agreement or any other agreement.

     

    ARTICLE
      VIII

     

    TERMINATION,
      AMENDMENT, WAIVER AND EXPENSES

     

    8.1 Termination.
      This
      Agreement may be terminated and the transactions contemplated hereby may be
      abandoned at any time prior to the Closing:


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    (a) By
      mutual
      written consent of Parent, the Buyer, the Company and the Stockholder;


     

    (b) By
      either
      Parent or the Buyer or the Company by providing written notice to the other
      if
      the Closing shall not have occurred on or before August 31, 2008 (the
“Outside
      Date”);
      provided,
      however,
      that
      the right to terminate this Agreement under this Section 8.1(b) shall not be
      available to any party if
      such
      party’s failure to fulfill any obligation under this Agreement has been the
      cause of, or resulted in, the failure of the Closing to occur on or before
      such
      date.

     

    (c) By
      either
      Parent or the Buyer or the Company by providing written notice to the other
      party, if a Court or Governmental Authority shall have issued an Order or taken
      any other action, in each case, which has become final and non-appealable and
      which restrains, enjoins or otherwise prohibits the transactions contemplated
      by
      this Agreement;

     

    (d) By
      Parent
      or the Buyer by providing written notice to the Company, if neither Parent
      nor
      the Buyer is in material breach of any of its obligations under this Agreement,
      and if the Company shall have breached in any material respect any of its
      representations or warranties or failed to perform in any material respect
      any
      of its covenants or other agreements contained in this Agreement, which breach
      or failure to perform would render unsatisfied any condition contained in
      Section 6.1 or 6.2 and (i) is incapable of being cured or (ii) if capable of
      being cured is not cured prior to the earlier of (A) the Business Day prior
      to
      the Outside Date or (B) the date that is twenty (20) days from the date that
      the
      Company is notified of such breach;

     

    (e) By
      the
      Company by providing written notice to Parent and the Buyer, if neither the
      Company nor the Stockholder are not in material breach of any of its obligations
      under this Agreement, and if Parent or the Buyer shall have breached in any
      material respect any of its representations or warranties or failed to perform
      in any material respect any of its covenants or other agreements contained
      in
      this Agreement, which breach or failure to perform would render unsatisfied
      any
      condition contained in Section 6.1 or 6.3 and (i) is incapable of being cured
      or
      (ii) if capable of being cured is not cured prior to the earlier of (A) the
      Business Day prior to the Outside Date or (B) the date that is twenty (20)
      days
      from the date that Parent is notified of such breach; or

     

    (f) By
      Parent
      or the Buyer by providing written notice to the Company, if there shall have
      been a Company Material Adverse Change.

     

    8.2 Effect
      of Termination.
      In the
      event of the termination of this Agreement pursuant to Section 8.1, this
      Agreement (other than Section 7.4, this Article VIII and Article IX, which
      shall
      survive such termination) will forthwith become void, and there will be no
      Liability on the part of Parent, the Buyer or the Company or any of their
      respective officers or directors to the other and all rights and obligations
      of
      any party hereto will cease, except that nothing herein will relieve any party
      from any Losses arising out of, resulting from or relating to any breach, prior
      to termination of this Agreement in accordance with its terms, of any
      representation, warranty, covenant or agreement contained in this Agreement
      or
      any Related Agreement. 


    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    


    8.3 Expenses.
      All
      fees, costs and expenses incurred in connection with this Agreement and the
      transactions contemplated hereby including, without limitation, legal,
      accounting and investment banking fees (collectively, “Transaction
      Expenses”),
      shall
      be paid by the party incurring such Transaction Expenses, whether or not the
      Closing occurs; provided,
      however,
      that
      at
      Closing, Buyer shall pay or cause to be paid up to a maximum of $75,000 of
      Transaction Expenses incurred by the Company and outstanding as of the Closing,
      and the Stockholder shall pay or cause to be paid all Transaction Expenses
      in
      excess of $75,000 incurred by the Company (collectively, “Company
      Transaction Expenses”).
      Any
      Company Transaction Expenses for which the Stockholder is responsible hereunder
      that are not paid at Closing shall be promptly paid by the Stockholder upon
      demand.

     

    ARTICLE
      IX

     

    MISCELLANEOUS

     

    9.1 Entire
      Agreement.
      This
      Agreement, together with its schedules and exhibits, the Related Agreements
      and
      all other ancillary agreements, documents and instruments to be delivered in
      connection herewith, contain the entire understanding of the parties with
      respect to the subject matter hereof and supersede all prior agreements, either
      oral or written; provided,
      however,
      that
      the Confidentiality Agreement shall survive the execution of this Agreement
      and
      the consummation of the transactions contemplated hereby. Each party to this
      Agreement acknowledges that no representations, inducements, promises or
      agreements, orally or otherwise, have been made by any other party, or by anyone
      acting on behalf of any party, that are not embodied herein, and that no other
      agreement, statement, or promise not contained in this Agreement or in a Related
      Agreement shall be valid or binding.

     

    9.2 Amendment
      and Waiver.
      This
      Agreement may be amended only by an instrument in writing signed by duly
      authorized Representatives of Parent, the Buyer, the Company and the
      Stockholder. At any time prior to the Closing Date, any party hereto may extend
      the time for the performance of any of the obligations or other acts required
      hereunder (subject in any case to the rights of each party to terminate this
      Agreement at any time after the Outside Date), waive any inaccuracies in the
      representations and warranties contained herein or in any document delivered
      pursuant hereto and waive compliance with any of the agreements or conditions
      contained herein. Any such extension or waiver shall be valid if set forth
      in an
      instrument in writing signed by the party or parties to be bound
      thereby.

     

    9.3 Assignment.
      No
      party shall assign or otherwise transfer this Agreement or any of its rights
      hereunder, or delegate any of its or his respective obligations hereunder,
      without the prior written consent of the other parties, except that Parent
      and
      the Buyer may assign this Agreement to any of their respective Affiliates.
      Subject to the foregoing, this Agreement and the rights and obligations set
      forth herein shall inure to the benefit of, and be binding upon the parties
      hereto, and each of their respective successors, heirs and permitted
      assigns.

     

    9.4 Waivers.
      No
      waiver by any party, whether express or implied, of its rights under any
      provision of this Agreement shall constitute a waiver of the party’s rights
      under such provisions at any other time or a waiver of the party’s rights under
      any other provision of this Agreement. No failure by any party to take any
      action against any breach of this Agreement or default by another party shall
      constitute a waiver of the former party’s right to enforce any provision of this
      Agreement or to take action against such breach or default or any subsequent
      breach or default by the other party. To be effective any waiver must be in
      writing and signed by the waiving party.


    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    9.5 Governing
      Law; Venue; Waiver of Jury Trial.
      This
      Agreement shall be governed by the laws of the State of New York, without giving
      effect to any choice of law or conflict of law provision or rule that would
      cause application of the laws of any jurisdiction other than the State of New
      York. Each of the parties to this Agreement irrevocably submits to the
      non-exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania,
      for the purpose of any Action arising out of or relating to this Agreement.
      Each
      of the parties to this Agreement consents to service of process by delivery
      pursuant to Section 9.9 hereof and agrees that a final judgment in any Action
      shall be conclusive and may be enforced in other jurisdictions by suit on the
      judgment or in any other manner provided by Law. EACH
      OF
      THE PARTIES HERETO WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION
      RELATED TO OR ARISING OUT OF THIS AGREEMENT OR RELATED AGREEMENT OR ANY
      TRANSACTION CONTEMPLATED HEREBY.

     

    9.6 Specific
      Performance.
      The
      rights and remedies of the parties hereto shall be cumulative. The transactions
      contemplated by this Agreement are unique transactions and any failure on the
      part of any party to complete the transactions contemplated by this Agreement
      on
      the terms of this Agreement will not be fully compensable in damages and the
      breach or threatened breach of the provisions of this Agreement would cause
      the
      other parties hereto irreparable harm. Accordingly, in addition to and not
      in
      limitation of any other remedies available to the parties hereto for a breach
      or
      threatened breach of this Agreement, the parties shall be entitled to seek
      specific performance of this Agreement and seek an injunction restraining any
      such party from such breach or threatened breach.

     

    9.7 Interpretation.
      The
      schedules and exhibits attached hereto are an integral part of this Agreement.
      All schedules and exhibits attached to this Agreement are incorporated herein
      by
      this reference and all references herein to this “Agreement” shall mean this
      Agreement together with all such schedules and exhibits. When a reference is
      made in this Agreement to Sections, subsections, schedules or exhibits, such
      reference shall be to a Section, subsection, schedule or exhibit to this
      Agreement unless otherwise indicated. The words “include,” “includes” and
“including” when used herein shall be deemed in each case to be followed by the
      words “without limitation.” The word “herein” and similar references mean,
      except where a specific Section or Article reference is expressly indicated,
      the
      entire Agreement rather than any specific Section or Article. The table of
      contents and the headings contained in this Agreement are for reference purposes
      only and shall not affect in any way the meaning or interpretation of this
      Agreement. As used herein, all pronouns shall include the masculine, feminine,
      neuter, singular and plural thereof whenever the context and facts require
      such
      construction. 

     

    9.8 Severability.
      If any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any rule of Law, or public policy, all other conditions and
      provisions of this Agreement shall nevertheless remain in full force and
      effect.


    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    9.9 Notices.
      All
      notices or other communications which are required or permitted hereunder shall
      be in writing and sufficient if delivered personally or sent by
      nationally-recognized overnight courier or by registered or certified mail,
      postage prepaid, return receipt requested or by facsimile, with confirmation
      as
      provided above addressed as follows:

     

    If
      to Parent: 

    


    Rosetta
      Genomics Ltd.

    10
      Plaut
      Street, Science Park

    Rehovov
      76706 POB 4059

    Israel

    Facsimile:
      972-73-222-0701

    


    If
      to Buyer:

    


    Rosetta
      Genomics Inc.

    15
      Exchange Place, Suite 500

    Jersey
      City, New Jersey 07302

    Facsimile:
      201-946-0562

    


    With
      copies to

    


    Mintz,
      Levin, Cohen, Ferris, Glovsky &
Popeo

    One
      Financial Center

    Boston,
      MA 02111

    Attention:
      Jeffrey Wiesen and Dean
      Zioze

    Facsimile:
      617-542-2241

    


    If
      to the Company: 

    


    Parkway
      Clinical Laboratory

    3494
      Progress Drive

    Bensalem,
      Pennsylvania  19020

    Facsimile:
      215-245-5241 

    


    With
      a copy to

    


    Stevens
&
Lee,
      PC

    620
      Freedom Business Center, Suite
      200

    King
      of Prussia, Pennsylvania 
19046

    Attn: 
John
      Hogan

    Facsimile:
      610-371-7973


    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

    


    If
      to the Stockholder: 

    


    Raza
      Bokhari, M.D.

    437
      N. Spring Mill Road

    Villanova,
      Pennsylvania
      19085

    


    With
      a copy to

    


    Stevens
&
Lee,
      PC

    620
      Freedom Business Center, Suite
      200

    King
      of Prussia, Pennsylvania 
19046

    Attn: 
John
      Hogan

    Facsimile:
      610-371-7973

    


    or
      to
      such other address as the party to whom notice is to be given may have furnished
      to the other party in writing in accordance herewith. All such notices or
      communications shall be deemed to be received (a) in the case of personal
      delivery, on the date of such delivery, (b) in the case of nationally-recognized
      overnight courier, on the next Business Day after the date when sent, (c) in
      the
      case of facsimile transmission, upon confirmed receipt, and (d) in the case
      of
      mailing, on the second Business Day following the date on which the piece of
      mail containing such communication was posted.

    


    9.10 Representation
      by Counsel.
      Each
      party hereto acknowledges that it has been advised by legal counsel retained
      by
      such party in its sole discretion. Each party acknowledges that such party
      has
      had a full opportunity to review this Agreement and all related exhibits,
      schedules and ancillary agreements and to negotiate any and all such documents
      in its sole discretion, without any undue influence by any other party hereto
      or
      any third party.

     

    9.11 Construction.
      The
      parties have participated jointly in the negotiations and drafting of this
      Agreement and in the event of any ambiguity or question of intent or
      interpretation, no presumption or burden of proof shall arise favoring or
      disfavoring any party by virtue of the authorship of any of the provisions
      of
      this Agreement.

     

    9.12 Waivers.
      No
      waiver by any party, whether express or implied, of its rights under any
      provision of this Agreement shall constitute a waiver of the party’s rights
      under such provisions at any other time or a waiver of the party’s rights under
      any other provision of this Agreement. No failure by any party to take any
      action against any breach of this Agreement or default by another party shall
      constitute a waiver of the former party’s right to enforce any provision of this
      Agreement or to take action against such breach or default or any subsequent
      breach or default by the other party. To be effective any waiver must be in
      writing and signed by the waiving party.

     

    [Remainder
      of Page Intentionally Left Blank]



    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

    


    NOW
      THEREFORE, the parties hereto have executed, or caused this Stock Purchase
      Agreement to be executed by their duly authorized representatives, as of the
      date first written above.

    


    
      	
              PARENT:

            
	 	 
	ROSETTA
              GENOMICS LTD.
	 	 
	
              By:

            	
              /s
                Tamir Kazaz

            
	
              Name:

            	
              Tamir
                Kazaz

            
	
              Title:

            	
              Chief
                Financial Officer

            
	 	 
	
              BUYER:

            
	 	 
	
              ROSETTA
                GENOMICS INC.

            
	 	 
	
              By:

            	
              /s/
                Amir Avniel

            
	
              Name:

            	
              Amir
                Avniel

            
	
              Title:

            	
              President
                and Chief Executive Officer

            
	 	 
	
              COMPANY:

            
	 	 
	
              PARKWAY
                CLINICAL LABORATORIES, INC.

            
	 	 
	
              By:

            	
              /s/
                Raza Bokhari, MD

            
	
              Name:

            	
              Raza
                Bokhari, MD

            
	
              Title:

            	
              President
                and Chief Executive Officer

            
	 	 
	
              STOCKHOLDER:

            
	 	 
	
              /s/
                Raza Bokhari, MD

            
	
              Raza
                Bokhari, MD

            


    

     

    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    

    


    Schedule
      I

    


    INDEX
      OF DEFINED TERMS

    


    
      	
              Action

            	
              Schedule
                I

            
	
              Affiliate

            	
              Schedule
                I

            
	
              Agreement

            	
              Preamble

            
	
              Anti-Kickback
                Statute

            	
              3.16

            
	
              Approval

            	
              Schedule
                I

            
	
              Base
                Purchase Price

            	
              Schedule
                I

            
	
              Business
                Credit Line

            	
              Schedule
                I

            
	
              Business
                Day

            	
              Schedule
                I

            
	
              Buyer

            	
              Preamble

            
	
              CERCLA

            	
              Schedule
                I

            
	
              Closing

            	
              1.2(a)

            
	
              Closing
                Date

            	
              1.2(a)

            
	
              Closing
                Cash Payment

            	
              2.1(a)

            
	
              Closing
                Payment

            	
              2.1(a)

            
	
              Closing
                Share Price

            	
              Schedule
                I

            
	
              Closing
                Stock Payment

            	
              2.1(a)

            
	
              COBRA
                Coverage

            	
              Schedule
                I

            
	
              Code

            	
              Schedule
                I

            
	
              Common
                Stock

            	
              Preamble

            
	
              Company

            	
              Preamble

            
	
              Company
                Contracts

            	
              3.21(a)

            
	
              Company
                Disclosure Schedule

            	
              Article
                III

            
	
              Company
                Material Adverse Change

            	
              3.11

            
	
              Company
                Material Adverse Effect

            	
              Schedule
                I

            
	
              Company
                Payment Programs

            	
              3.25

            
	
              Company
                Shares

            	
              Preamble

            
	
              Company
                Third Party Consents

            	
              5.4(c)

            
	
              Company
                Transaction Expenses

            	
              8.3

            
	
              Confidentiality
                Agreement

            	
              5.5

            
	
              Contract

            	
              Schedule
                I

            
	
              Copyrights

            	
              Schedule
                I

            
	
              Court

            	
              Schedule
                I

            
	
              Customers

            	
              3.26

            
	
              Databases

            	
              3.24(i)

            
	
              Deductible

            	
              7.2(c)

            
	
              Earn-Out
                Cash Payment

            	
              2.2(b)

            
	
              Earn-Out
                Payment

            	
              2.2(a)

            
	
              Earn-Out
                Share Price

            	
              Schedule
                I

            
	
              Earn-Out
                Stock Payment

            	
              2.2(b)

            
	
              Employee

            	
              Schedule
                I

            
	
              Employee
                Benefit Plans

            	
              Schedule
                I

            


    

     

    
      
        
        

      

      
        I-2

        
          

        

      

      
        
        

      

    

    


    
      	
              Employment
                Agreement

            	
              Schedule
                I

            
	
              Enforceability
                Exceptions

            	
              3.4

            
	
              Environmental
                Law

            	
              Schedule
                I

            
	
              ERISA

            	
              Schedule
                I

            
	
              ERISA
                Affiliate

            	
              Schedule
                I

            
	
              Exchange
                Act

            	
              Schedule
                I

            
	
              Financial
                Statements

            	
              3.9(a)

            
	
              GAAP

            	
              Schedule
                I

            
	
              General
                Cap

            	
              7.2(a)

            
	
              Governmental
                Authority

            	
              Schedule
                I

            
	
              HIPAA

            	
              3.16

            
	
              Indebtedness

            	
              Schedule
                I

            
	
              Indemnified
                Person

            	
              7.3(a)

            
	
              Indemnifying
                Person

            	
              7.3(a)

            
	
              Independent
                Accountants

            	
              2.2

            
	
              Intellectual
                Property

            	
              Schedule
                I

            
	
              Interim
                Balance Sheet

            	
              3.9(a)(i)

            
	
              Interim
                Financial Statements

            	
              3.9(a)(i)

            
	
              IRS

            	
              Schedule
                I

            
	
              knowledge

            	
              Schedule
                I

            
	
              Labor
                Contract

            	
              3.17(d)

            
	
              Laws

            	
              Schedule
                I

            
	
              Lease

            	
              Schedule
                I

            
	
              Leased
                Personal Property

            	
              3.13

            
	
              Leased
                Real Property

            	
              3.12(a)

            
	
              Liabilities

            	
              Schedule
                I

            
	
              License
                Agreements

            	
              3.25(b)

            
	
              Licensed
                Intellectual Property

            	
              3.25(b)

            
	
              Lien

            	
              Schedule
                I

            
	
              Lockup
                Agreement

            	
              Schedule
                I

            
	
              Losses

            	
              Schedule
                I

            
	
              Market
                Value

            	
              Schedule
                I

            
	
              Materials
                of Environmental Concern

            	
              Schedule
                I

            
	
              Milestone

            	
              2.2(a)

            
	
              Milestone
                Date

            	
              2.2(a)

            
	
              Milestone
                Disagreement Notice

            	
              2.2(c)

            
	
              Milestone
                Notice

            	
              2.2(c)

            
	
              Milestone
                Review Period

            	
              2.2(c)

            
	
              Notice
                of Claim

            	
              7.3(a)

            
	
              Order

            	
              Schedule
                I

            
	
              Organizational
                Documents

            	
              Schedule
                I

            
	
              Outside
                Date

            	
              8.1(b)

            
	
              Parent

            	
              Preamble

            
	
              Parent
                Indemnified Persons

            	
              7.1(a)

            
	
              Parent
                Ordinary Shares

            	
              2.1(a)

            
	
              Parent
                Reports

            	
              4.7

            


    


    
      
        
        

      

      
        I-3

        
          

        

      

      
        
        

      

    

     

    
      	
              Patents

            	
              Schedule
                I

            
	
              Payment
                Programs

            	
              Schedule
                I

            
	
              Payoff
                Letters

            	
              Schedule
                I

            
	
              Person

            	
              Schedule
                I

            
	
              Permits

            	
              3.7

            
	
              Personally
                Identifiable Information

            	
              Schedule
                I

            
	
              Personal
                Property Leases

            	
              3.13

            
	
              Pre-Closing
                Tax Period

            	
              Schedule
                I

            
	
              Premises

            	
              3.12(b)

            
	
              providing
                party

            	
              5.10

            
	
              Purchase
                Price

            	
              2.1(a)

            
	
              Real
                Property Leases

            	
              3.12(a)

            
	
              Registrable
                Shares

            	
              5.11(a)

            
	
              Registration
                Statement

            	
              5.11(a)

            
	
              Regulation

            	
              Schedule
                I

            
	
              Related
                Agreements

            	
              Schedule
                I

            
	
              Release

            	
              Schedule
                I

            
	
              Representatives

            	
              Schedule
                I

            
	
              Restricted
                Period

            	
              5.12

            
	
              Restricted
                Securities

            	
              5.8(a)

            
	
              requesting
                party

            	
              5.10

            
	
              SEC

            	
              Schedule
                I

            
	
              Securities
                Act

            	
              Schedule
                I

            
	
              Shares

            	
              3.31(a)

            
	
              Stark
                Law

            	
              3.16

            
	
              Stockholder

            	
              Preamble

            
	
              Stockholder
                Indemnified Persons

            	
              7.1(b)

            
	
              Straddle
                Period

            	
              Schedule
                I

            
	
              Subsidiary

            	
              Schedule
                I

            
	
              Tax
                Returns

            	
              Schedule
                I

            
	
              Taxes

            	
              Schedule
                I

            
	
              Third
                Party Claim

            	
              7.3(b)

            
	
              Trade
                Secrets

            	
              Schedule
                I

            
	
              Trademarks

            	
              Schedule
                I

            
	
              Transaction
                Expenses

            	
              8.3

            
	
              Transfer

            	
              5.8(a)

            
	
              Working
                Capital

            	
              Schedule
                I

            


    


    
      
        
        

      

      
        I-4

        
          

        

      

      
        
        

      

    


    TABLE
      OF DEFINITIONS

    


    “Action”
means
      any suit, action, arbitration, cause of action, claim, complaint, criminal
      prosecution, investigation, governmental or other administrative proceeding,
      whether at law or at equity, before or by any Court or Governmental Authority,
      before any arbitrator or other tribunal.

     

    “Affiliate”
means,
      with respect to any Person, any other Person that directly or indirectly,
      through one or more intermediaries, controls, is controlled by, or is under
      common control with, the first mentioned Person; including, without limitation,
      any partnership or joint venture in which the Company (either alone, or through
      or together with any other Subsidiary) has, directly or indirectly, an interest
      of 20% or more; and “control”
      (including the terms “controlled
      by”
and
      “under
      common control with”)
      means
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management or policies of a Person, whether through the
      ownership of stock or other securities, as trustee or executor, by contract
      or
      credit arrangement or otherwise.

     

    “Approval”
means
      any license, permit, consent, approval, authorization, registration, filing,
      waiver, qualification or certification, including all pending applications
      therefor or renewals thereof.

     

    “Base
      Purchase Price”
means
      Two Million Nine Hundred Thousand Dollars ($2,900,000).

     

    “Business
      Credit Line”
means
      a
      line of credit of the Company with the Citizens Bank with a maximum principal
      amount of $75,000.

     

    “Business
      Day”
means
      any day other than a Saturday, Sunday or day on which banks are permitted to
      close in the State of New York.

     

    “CERCLA”
means
      the Comprehensive Environmental Response, Compensation and Liability Act of
      1980, as amended.

     

    “Closing
      Share Price”
means
      $4.354241.

     

    “COBRA
      Coverage”
means
      the group health plan continuation coverage requirements of Section 4980B of
      the
      Code and Sections 601 through 608 of ERISA.

     

    “Code”
means
      the Internal Revenue Code of 1986, as amended, and all Regulations promulgated
      thereunder.

     

    “Common
      Stock”
has
      the
      meaning
      set
      forth in the Preamble. 

     

    “Company
      Material Adverse Effect”
      means
      a
      material adverse effect on the condition (financial or otherwise), assets,
      properties, operations or results of operations of the Company or the Company
      or
      the Stockholder’s ability to perform its obligations as contemplated in this
      Agreement
      or any
      Related Agreement.


    
      
        
        

      

      
        I-5

        
          

        

      

      
        
        

      

    

     

    “Contract”
means
      any written or oral contract, agreement, license, lease, arrangement,
      understanding, commitment or other instrument, and all amendments, modifications
      and supplements thereto. 

     

    “Court”
means
      any court or arbitration tribunal of any country or territory, or any state,
      province or other subdivision thereof.

     

    “Debt
      Payoff Amount”
means
      the total Indebtedness (including accrued but unpaid interest thereon) owed
      by
      the Company as of the Closing Date to (i) the Stockholder, (ii) Michael J.
      Pellini, MD and (iii) Citizens Bank under the Business Credit Line.

     

    “Earn-Out
      Share Price”
means
      the weighted-average closing price of a Parent Ordinary Share on the NASDAQ
      Global Market or such other national securities exchange on which the Parent
      Ordinary Shares are then quoted for the ten (10) consecutive trading days ending
      on or prior to the earliest date that either Milestone is achieved.

     

    “Employee”
means
      any individual, employee, advisor, independent contractor or consultant who
      is
      employed or engaged by the Company.

     

    “Employee
      Benefit Plans”
means
      each written or oral employee benefit plan, scheme, program, policy, arrangement
      and contract (including, but not limited to, any “employee benefit plan,” as
      defined in Section 3(3) of ERISA, whether or not subject to ERISA, and any
      bonus, deferred compensation, stock bonuses, stock purchase, restricted stock,
      stock option or other equity-based arrangement, and any employment, termination,
      retention, bonus, change in control or severance plan, program, policy
      arrangement or contract) for the benefit of any current or former officer,
      employee or director of the Company, without regard to whether the same are
      domestic or foreign, that is maintained or contributed to by the Company s
      or
      Affiliates, or with respect to which any of them would reasonably be expected
      to
      incur material liability under the Code or ERISA or any similar non-U.S.
      Law.

     

    “Employment
      Agreement”
means
      an employment agreement by and between the Stockholder and the Company in
      substantially the form of Exhibit
      A
      hereto.

     

    “Environmental
      Law”
means
      any Law or Order relating to the environment or occupational health and safety,
      including without limitation, any Law or Order pertaining to (i) treatment,
      storage, disposal, generation and transportation of Materials of Environmental
      Concern; (ii) air, water and noise pollution; (iii) the protection of
      groundwater, surface water or soil; (iv) the release or threatened release
      into the environment of Materials of Environmental Concern, including without
      limitation emissions, discharges, injections, spills, escapes or dumping;
      (v) storage tanks, vessels, containers, abandoned or discarded barrels, and
      other closed receptacles used for Materials of Environmental Concern; or (vi)
      occupational  health and safety. As used above, the terms “release”
and
      “environment”
shall
      have the meaning set forth in CERCLA. 

     

    “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended, and all
      Regulations promulgated thereunder.

     

    “ERISA
      Affiliate”
means
      any person, trade, business or other entity treated as a single employer with
      the Company under Section 414 of the Code or Section 4001(a)(14) of
      ERISA.


    
      
        
        

      

      
        I-6

        
          

        

      

      
        
        

      

    

     

    “Exchange
      Act”
means
      the Securities and Exchange Act of 1934, as amended, and all Regulations
      promulgated thereunder.

     

    “GAAP”
means
      generally accepted accounting principles in the United States

     

    “Governmental
      Authority”
means
      any governmental agency, authority, department, commission, board, bureau,
      Court
      or instrumentality of any country or territory, and any state, province,
      subdivision or agency thereof, and includes any authority having governmental
      or
      quasi-governmental powers, including any administrative agency or
      commission.

     

    “Indebtedness”
means
      Liabilities
      (including Liability for principal, accrued interest, penalties, fees and
      premiums) (i) for borrowed money, or with respect to deposits or advances of
      any
      kind (other than deposits, advances or excess payments accepted in connection
      with the sale of products or services in the ordinary course of business),
      (ii)  evidenced by bonds, debentures, notes or similar instruments, (iii)
      upon which interest charges are customarily paid (other than obligations
      accepted in connection with the purchase of products or services in the ordinary
      course of business), (iv) under conditional sale or other title retention
      agreements, (v)  issued or assumed as the deferred purchase price of
      property or services (other than accounts payable to suppliers incurred in
      the
      ordinary course of business and paid when due), (vi) of others secured by
      (or for which the holder of such Liabilities has an existing right, contingent
      or otherwise, to be secured by) any Lien or security interest on property
      owned or acquired by the Person in question whether or not the obligations
      secured thereby have been assumed, and (vii) under leases required to be
      accounted for as capital leases under GAAP.
      

     

    “Intellectual
      Property”
means
      worldwide trademarks, service marks, trade names, Uniform Resource Locators
      (URLs) and Internet domain names and applications therefor (and all interest
      therein), designs, logos, slogans and general intangibles of like nature,
      together with all goodwill related to the foregoing (including any registrations
      and applications for any of the foregoing) (collectively, “Trademarks”);
      patents (including any pending applications, any registrations, patents based
      on
      applications that are continuations, continuations-in-part, divisional,
      reexamination, reissues, renewals of any of the foregoing and applications
      and
      patents granted on applications that claim the benefit of priority to any of
      the
      foregoing) (collectively, “Patents”);
      copyrights (including any registrations, applications and renewals for any
      of
      the foregoing) and other rights of authorship (collectively, “Copyrights”);
      trade
      secrets and other confidential information, know-how, proprietary technology,
      processes, formulae, algorithms, models, user interfaces, customer, supplier
      and
      user lists, databases, pricing and marketing information, inventions, marketing
      materials, inventions and trade dress (collectively, “Trade
      Secrets”);
      computer programs and other Software, macros, scripts, source code, object
      code,
      binary code, methodologies, architecture, structure, display screens, layouts,
      development tools, instructions and templates; published and unpublished works
      of authorship, including audiovisual works, databases and literary works; rights
      in, or associated with a person’s name, voice, signature, photograph or
      likeness, including rights of personality, privacy and publicity; rights of
      attribution and integrity and other moral rights; domain names, URLs, IP
      addresses, key word associations and related rights; all other proprietary,
      intellectual property and other rights relating to any or all of the foregoing;
      all copies and tangible embodiments of any or all of the foregoing (in whatever
      form or medium, including electronic media; and all rights to sue for and any
      and all remedies for past, present and future infringements of any or all of
      the
      foregoing and rights of priority and protection of interests therein under
      the
      Laws of any jurisdiction).


    
      
        
        

      

      
        I-7

        
          

        

      

      
        
        

      

    

     

    “IRS”
means
      the United States Internal Revenue Service and, to the extent relevant, the
      United States Department of Treasury.

     

    “knowledge”
(and
      similar terms and phrases) means, (i) with respect to the Company and the
      Stockholder, the actual knowledge of the Stockholder, Masood Haider, Ph.D.
      and
      Mats Sanden, M.D., FACP, and (ii) with respect to Parent or the Buyer, the
      actual knowledge of any executive officer of Parent or the Buyer.

     

    “Laws”
means
      all laws, statutes, codes, written policies, licensing requirements, ordinances
      and Regulations of any Governmental Authority including all Orders having the
      effect of law in each such jurisdiction.

     

    “Lease”
means
      the Lease
      Agreement by and between the Company and RREEF USA Fund - III, a California
      Group Trust, RREEF Management Company, a California Corporation, dated as of
      October 1, 1992.

     

    “Liabilities”
means
      any liability, obligation or commitment of any kind or nature, whether primary
      or secondary, direct or indirect, absolute or contingent, known or unknown,
      accrued or not accrued, or otherwise.

     

    “Lien”
means
      any mortgage, pledge, security interest, attachment, easement, restriction,
      encumbrance, lien (statutory or otherwise), option, conditional sale agreement,
      right of first refusal or right of first offer (including any agreement to
      give
      any of the foregoing).

     

    “Lockup
      Agreement”
means
      the lockup agreement entered into by and between Parent and the Stockholder
      substantially in the form of Exhibit
      B
      hereto.

     

    “Losses”
means
      losses, damages, liabilities, demands, taxes, sanctions, deficiencies,
      assessments, judgments, costs, interest, penalties and expenses (including,
      without limitation, reasonable attorneys’ fees, which shall include a reasonable
      estimate of the allocable costs of in-house legal counsel and
      staff).

     

    “Market
      Value”
means,
      as of a trading day, the total dollar market value of all outstanding Parent
      Ordinary Shares determined by multiplying (i) the number of the outstanding
      Parent Ordinary Shares as of such trading day by (ii) the price per Parent
      Ordinary Share on the close of trading on such trading day as quoted on the
      Nasdaq Global Market or such other national securities exchange on which the
      Parent Ordinary Shares are then quoted. For purposes of this definition, “Parent
      Ordinary Shares” shall include any class of shares issued as a stock dividend
      with respect to, or otherwise issued in connection with ownership of,
      then-outstanding Parent Ordinary Shares.

     

    “Materials
      of Environmental Concern”
means
      any substances, chemicals, compounds, solids, liquids, gases, materials,
      pollutants or contaminants, hazardous substances (including as such term is
      defined under CERCLA), solid wastes and hazardous wastes (including as such
      terms are defined under the Resource Conservation and Recovery Act), toxic
      materials, oil or petroleum and petroleum products, asbestos or substances
      containing asbestos, polychlorinated biphenyls or any other material subject
      to
      regulation under any Environmental Law.


    
      
        
        

      

      
        I-8

        
          

        

      

      
        
        

      

    

     

    “Order”
means
      any judgment, order, writ, injunction, ruling, decision or decree of, or any
      settlement under the jurisdiction of any Court or Governmental
      Authority.

    


    “Organizational
      Documents”
means,
      with respect to any corporation, those instruments that at the time constitute
      its corporate charter as filed or recorded under the Laws of the jurisdiction
      of
      its incorporation, including the articles or certificate of incorporation,
      organization or association, and its by-laws or memorandum of association,
      in
      each case including all amendments thereto, as the same may have been restated
      and, with respect to any other entity, the equivalent organizational or
      governing documents of such entity.

    


    “Payment
      Programs”
means
      Medicare, TRICARE, Medicaid, Worker’s Compensation, Blue Cross/Blue Shield
      programs, and all other health maintenance organizations, preferred provider
      organizations, health benefit plans, health insurance plans, and other third
      party reimbursement and payment programs.

     

    “Payoff
      Letters”
means
      the payoff letters delivered by each of (i) the Stockholder, (ii) Dr. Pellini
      and (iii) Citizens Bank to the Buyer, each substantially in the form of
Exhibit
      C
      hereto,
      evidencing the Debt Payoff Amount.

    


    “Person”
means
      an individual, corporation, partnership, association, trust, unincorporated
      organization, limited liability company or other legal entity.

    


    “Personally
      Identifiable Information”
means
      information that can be used to identify or contact Persons, which may include
      their first and last name, physical address, e-mail address and telephone
      number. 

    


    “Pre-Closing
      Tax Period”
means
      any taxable period or portion thereof ending on or prior to the Closing
      Date.

    


    “Regulation”
means
      any rule or regulation of any Governmental Authority.

     

    “Related
      Agreements”
means
      the Employment Agreement, the Lockup Agreement, the Release and any other
      agreements entered into or certificates delivered pursuant to this Agreement.
      

     

    “Release
      and Waiver”
means
      a
      release and waiver entered into by and between the Company and the Stockholder
      substantially in the form of Exhibit
      D
      hereto.

     

    “Representatives”
means,
      with respect to any Person, such Person’s Affiliates, directors, officers,
      employees, agents, consultants, advisors and other representatives, including
      legal counsel, accountants and financial advisors.

     

    “SEC”
means
      the Securities and Exchange Commission.


    
      
        
        

      

      
        I-9

        
          

        

      

      
        
        

      

    


    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and all Regulations promulgated
      thereunder.

     

    “Straddle
      Period”
means
      any Tax year or period beginning on or before the Closing Date and ending after
      the Closing Date.

     

    “Subsidiary”
means,
      with respect to any Person, any corporation, partnership, joint venture, limited
      liability company, trust or other legal entity of which such Person (either
      alone or through or together with any other Subsidiary) owns, directly or
      indirectly, at least fifty percent (50%) of the stock or other equity interests
      in such entity.

     

    “Tax
      Returns”
means
      any and all returns, declarations, reports, claims for refunds and information
      returns or statements relating to Taxes, including all schedules or attachments
      thereto and including any amendment thereof, required to be filed with any
      Governmental Authority, including consolidated, combined and unitary tax
      returns.

     

    “Taxes”
means
      all taxes and governmental impositions of any kind in the nature of (or similar
      to) taxes, payable to any Governmental Authority, including but not limited
      to
      those on or measured by or referred to as income, franchise, profits, gross
      receipts, capital, ad
      valorem, custom
      duties, alternative or add-on minimum taxes, estimated, environmental,
      disability, registration, value added, sales, use, service, real or personal
      property, capital stock, license, payroll, withholding, employment, social
      security, workers’ compensation, unemployment compensation, health insurance,
      utility, severance, production, excise, stamp, occupation, premiums, windfall
      profits, transfer and gains taxes, and interest, penalties and additions to
      tax
      imposed with respect thereto.

     

    “Working
      Capital”
means
      the difference whether positive or negative between (a) the current assets
      of
      the Company minus (b) the current liabilities of the Company.


    
      
        
        

      

      
        I-10