EXHIBIT 10.1


 


EXECUTION


 


PLACEMENT AGENCY AGREEMENT


 


May 16, 2012


 


Aegis Capital Corp.


810 Seventh Avenue, 11th Floor





New York, NY 10019


 


Ladies and Gentlemen:


 


Rosetta Genomics Ltd,
an Israeli corporation (the “Company”), proposes, subject to the terms and conditions herein, to issue and sell
an aggregate of up to 632,057 shares (the “Shares”) of its ordinary shares, NIS 0.6 par value per share (the
“Ordinary Shares”), to certain investors in an offering under its registration statement on Form F-3 (Registration
No. 333-163063). The Company desires to engage Aegis Capital Corp. (the “Placement Agent”) as an exclusive
placement agent in connection with such issuance and sale of the Shares.


 


The
Company hereby confirms its agreement with the Placement Agent as follows:


 


Section 1.          Agreement
to Act as Placement Agent.


 


(a)          On
the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions
of this Agreement between the Company and the Placement Agent, the Placement Agent shall be the Company’s exclusive placement
agent, on a reasonable best efforts basis, in connection with the issuance and sale by the Company of the Shares to the investors
in a proposed offering of the Shares (the “Offering”) under the Registration Statement (as defined below), with
the terms of the Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the
prospective investors in the Offering (the “Investors”, with each of the Investors, an “Investor”).
As compensation for services rendered, and provided that any of the Shares are sold to Investors in the Offering, on the Closing
Date (as defined below), the Company shall pay to the Placement Agent, an aggregate amount (the “Placement Fee”)
equal to (i) 7% of the gross proceeds received by the Company from the sale of the Shares plus up to $15,000 reimbursement for
expenses as further described under section 4 of this Agreement. In addition, the Placement Agent shall receive compensation warrants
to purchase 15,802 Ordinary Shares (the “Compensation Warrants”). The Compensation Warrants in the form attached
herewith as Exhibit E will be exercisable at any time and from time to time, in whole or in part, during the four-year period
commencing one year from the Closing Date (as defined below), at a price per share equal to 125.0% of the Offering price per Ordinary
Share at the Offering. 


 


(b)          The
sale of the Shares shall be made pursuant to securities purchase agreements in the form included as Exhibit A hereto (the
“Subscription Agreements”) on the terms described on Exhibit B hereto. All Investors will be offered
identical terms with respect to the Offering. The Company shall have the sole right to accept offers to purchase the Shares and
may reject any such offer in whole or in part. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent
or any of its affiliates may, solely at its discretion and without any obligation to do so, purchase Shares as principal; provided,
however, that any such purchases by the Placement Agent (or its affiliates) shall be fully disclosed to the Company and approved
by the Company in accordance with the previous sentence.


 



    	 



    	 



    

 


(c)          This
Agreement shall not give rise to any commitment by the Placement Agent to purchase any of the Shares, and the Placement Agent shall
have no authority to bind the Company. The Placement Agent shall act on a reasonable best efforts basis and does not guarantee
that it will be able to raise new capital in the Offering. The Placement Agent may at its sole discretion retain other brokers
or dealers to act as sub-agents and/or co-placement agents on its behalf in connection with the Offering, the fees of which shall
be paid out of the Placement Fee. Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing
Date (as defined below), the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers
to purchase any securities of the Company (other than pursuant to the exercise of options or warrants to purchase Ordinary Shares
that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith.


 


(d)          The
Company acknowledges and agrees that the Placement Agent shall act as an independent contractor, and not as a fiduciary, and any
duties of the Placement Agent with respect to investment banking services to the Company, including the offering of the Shares
contemplated hereby (including in connection with determining the terms of the Offering), shall be contractual in nature, as expressly
set forth herein, and shall be owed solely to the Company. Each party disclaims any intention to impose any fiduciary or similar
duty on the other. Additionally, the Placement Agent has not advised, nor is advising, the Company or any other person as to any
legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the transactions contemplated hereby.
The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent
investigation and appraisal of the transactions contemplated hereby, and the Placement Agent shall have no responsibility or liability
to the Company with respect thereto. Any review by the Placement Agent of the Company, the transactions contemplated hereby or
other matters relating to such transactions has been and will be performed solely for the benefit of the Placement Agent and has
not been and shall not be on behalf of the Company or any other person. It is understood that the Placement Agent has not and will
not be rendering an opinion to the Company as to the fairness of the terms of the Offering. Notwithstanding anything in this Agreement
to the contrary, the Company acknowledges that the Placement Agent may have financial interests in the success of the Offering
contemplated hereby that are not limited to the Placement Fee. The Company hereby waives and releases, to the fullest extent permitted
by law, any claims that the Company may have against the Placement Agent with respect to any breach or alleged breach of fiduciary
owed to the Company.


 


(e)          Payment
of the purchase price for, and delivery of, the Shares shall be made at a closing (the “Closing”) at the offices
of Zysman Aharoni Gayer and Sullivan & Worcester LLP, counsel for the Placement Agent, located at 1290 Avenue of the Americas,
29th Floor, New York, NY 10104 at 10:00 a.m., local time, on May 22, 2012, or such other date as the Placement Agent
and the Company may agree in writing, but not later than on May 24, 2012 (such date of payment and delivery being herein called
the “Closing Date”). All such actions taken at the Closing shall be deemed to have occurred simultaneously.
No Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have
been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to the Investors against payment
therefor by the Investors. If the Company shall default in its obligations to deliver the Shares to an Investor whose offer it
has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim or damage incurred by the
Placement Agent arising from or as a result of such default by the Company.


 


(f)          On
or before the Closing Date, each Investor shall pay by wire transfer of immediately available funds to an account specified by
the Company an amount equal to the product of (x) the number of Shares such Investor has agreed to purchase and (y) the purchase
price thereof as set forth on the cover page of the Prospectus (as defined below). On the Closing Date, the Company shall (i) deliver
or cause to be delivered the Shares to the Investors, with such delivery to be made, if possible, through the facilities of The
Depository Trust Company's DWAC system, and (ii) pay to the Placement Agent (A) the Placement Fee, (B) the Compensation Warrants
and (C) the expense reimbursement to which the Placement Agent is entitled pursuant to Section 4 hereof.


 



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(g)          The
Shares shall be registered in such names and in such denominations as the Placement Agent shall request by written notice to the
Company.


 


Section 2.          Representations,
Warranties and Agreements.


 


The Placement Agent
hereby represents, warrants and covenants to the Company as of the date hereof, and as of the Closing Date of the Offering that
the offering and this Agreement have been duly authorized, executed and delivered by the Placement Agent, and each constitutes
a valid, legal and binding obligation of the Placement Agent, enforceable against the Placement Agent in accordance with its terms,
except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and
subject to general principles of equity.


 


The Company hereby
represents, warrants and covenants to the Placement Agent as of the date hereof, and as of the Closing Date of the Offering, as
follows:


 


(a)          Registration
Statement. (i) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”)
a registration statement on Form F-3 (File No. 333-163063) under the Securities Act of 1933, as amended, and the rules and regulations
of the Commission thereunder (collectively, the “Securities Act”), and such amendments to such registration
statement as may have been required up to the date of this Agreement. Such registration statement has been declared effective by
the Commission. Each part of such registration statement, at any given time, including amendments thereto at such time, the exhibits
and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the
Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule
430A, 430B or 430C under the Securities Act or otherwise pursuant to the Securities Act at such time, is herein called the “Registration
Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called
the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b)
Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement.
The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use
of Form F-3 under the Securities Act. The offering of the Shares by the Company complies with the applicable requirements of Rule
415 under the Securities Act. The Company has complied with all requests of the Commission for additional or supplemental information.


 


(ii) No stop order preventing
or suspending use of the Registration Statement, any Preliminary Prospectus or the Prospectus or the effectiveness of the Registration
Statement, has been issued by the Commission, and no proceedings for such purpose have been instituted or, to the Company’s
knowledge, are contemplated or threatened by the Commission.


 


(iii) The Company proposes
to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares
and the Offering in the form heretofore delivered to the Placement Agent. The prospectus included in the Registration Statement
at the time it was declared effective by the Commission or in the form in which it has been most recently filed with the Commission
on or prior to the execution and delivery of this Agreement is hereinafter called the “Base Prospectus.” The
final prospectus supplement with respect to the Shares and the Offering, in the form in which it shall be filed with the Commission
pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.”
Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary
Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus or to any amendment
or supplement to any of the foregoing shall be deemed to include any documents incorporated by reference therein pursuant to Item
6 of Form F-3 under the Securities Act as of the date of such prospectus, and, in the case of any reference herein to the Prospectus,
also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed
with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Securities Act, and prior to the termination
of the offering of the Shares by the Placement Agent.


 



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(iv) For purposes of
this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or
any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its
Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”). All references in this Agreement to amendments
or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed
to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (collectively with
the rules and regulations promulgated thereunder, the “Exchange Act”) and which is deemed to be incorporated
therein by reference therein or otherwise deemed to be a part thereof.


 


(b)          Compliance
with Registration Requirements. As of the time of filing of the Registration Statement or any post-effective amendment thereto,
at the time it became effective (including each deemed effective date with respect to the Placement Agent pursuant to Rule 430B
under the Securities Act) and as of the Closing Date, the Registration Statement complied and will comply, in all material respects,
with the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each Preliminary
Prospectus and the Prospectus, at the time of filing or the time of first use and as of the Closing Date, complied and will comply,
in all material respects, with the requirements of the Securities Act and did not and will not contain an untrue statement of a
material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, that the Company makes no representations or warranty in this paragraph
with respect to any Placement Agent Information (as defined in Section 7).


 


(c)          Disclosure
Package. As of the Time of Sale (as defined below) and as of the Closing Date, neither (A) any Issuer General Free Writing
Prospectus(es) (as defined below) issued at or prior to the Time of Sale, the Base Prospectus (as amended or supplemented as of
the Time of Sale), any Preliminary Prospectus and the information included on Exhibit B hereto, all considered together
(collectively, the “Disclosure Package”), nor (B) any individual Issuer Limited-Use Free Writing Prospectus
(as defined below), when considered together with the Disclosure Package, included or will include any untrue statement of a material
fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, that the Company makes no representations or warranty
in this paragraph with respect to any Placement Agent Information. No statement of material fact included in the Prospectus has
been omitted from the Disclosure Package and no statement of material fact included in the Disclosure Package that is required
to be included in the Prospectus has been omitted therefrom. As used in this paragraph and elsewhere in this Agreement:


 


(1)         “Time of Sale” with
respect to any Investor, means the time of receipt and acceptance of an executed Subscription Agreement from such Investor. 


 


(2)         “Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 under the Securities
Act (“Rule 433”), relating to the Shares in the form filed or required to be filed with the Commission or,
if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities
Act.


 



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(3)         “Issuer General Free Writing
Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors
as identified on Schedule I hereto, and does not include a “bona fide electronic road show” as defined in Rule
433.


 


(4)         “Issuer Limited-Use Free Writing
Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Free Writing Prospectus, including
any “bona fide electronic road show” as defined in Rule 433, that is made available without restriction pursuant to
Rule 433(d)(8)(ii), even though not required to be filed with the Commission. 





 


(d)          Conflict
with Registration Statement. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through
the completion of the offering and sale of the Shares or until any earlier date that the Company notified or notifies the Placement
Agent, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information
contained in the Registration Statement or the Prospectus including any document incorporated by reference therein and any prospectus
supplement deemed to be a part thereof that has not been superseded or modified; provided, that the Company makes no representations
or warranty in this paragraph with respect to any Placement Agent Information.


 


(e)          Distributed
Materials.         The Company has not, directly or indirectly, distributed
and will not distribute any prospectus or other offering material in connection with the offering and sale of the Shares other
than any Preliminary Prospectus, the Disclosure Package or the Prospectus, and other materials, if any, permitted under the Securities
Act to be distributed and consistent with Section 3(d) below. The Company will file with the Commission all Issuer Free
Writing Prospectuses in the time required under Rule 433(d) under the Securities Act. The Company has satisfied or will satisfy
the conditions in Rule 433 under the Securities Act to avoid a requirement to file with the Commission any electronic road show.
The parties hereto agree and understand that the content of any and all “road shows” related to the offering of the
Shares contemplated hereby is solely the property and responsibility of the Company.


 


(f)          Not
an Ineligible Issuer. (1) At the time of filing the Registration Statement and (2) at the date hereof and at the Closing Date,
the Company was not, is not and will not be an “ineligible issuer,” as defined in Rule 405 under the Securities Act,
without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be
considered an ineligible issuer including, without limitation, for purposes of Rules 164 and 433 under the Securities Act with
respect to the offering of the Shares as contemplated by the Registration Statement.


 


(g)          Incorporated
Documents. The documents incorporated by reference in the Disclosure Package and in the Prospectus, when they became effective
or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities
Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained
an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.


 



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(h)          Due
Incorporation. The Company has been duly incorporated or organized, is validly existing as a corporation or other legal entity
in good standing (or the foreign equivalent thereof) under the laws of the jurisdiction of its incorporation or organization, with
the corporate power and authority to own its properties and to conduct its business as currently being carried on and as described
in the Registration Statement, the Disclosure Package and the Prospectus. The Company is duly qualified to transact business as
a foreign corporation and is in good standing under the laws of each other jurisdiction in which its ownership or leasing of property
or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would
not, individually or in the aggregate, result in any material adverse effect upon, or material adverse change in, the business,
properties, prospects, condition (financial or otherwise), or results of operations of the Company and the Subsidiaries (as defined
below) taken as a whole (a “Material Adverse Effect”). For the purpose of this Agreement, the terms Material
Adverse Effect or material adverse change shall not include any such effects resulting, directly or indirectly, from the filing
of the prospectus supplement with respect to the Shares and the Offering, or the performance of the transactions contemplated by
or pursuant to, this Placement Agent Agreement or the Subscription Agreements.


 


(i)          Subsidiaries.
Each subsidiary of the Company (individually a “Subsidiary” and collectively, the “Subsidiaries”)
has been duly incorporated or organized, is validly existing as a corporation or other legal entity in good standing (or the foreign
equivalent thereof) under the laws of the jurisdiction of its incorporation or organization, has the corporate power and authority
to own its properties and to conduct its business as currently being carried on and as described in the Registration Statement,
the Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction
in which the conduct of its business or its ownership, leasing or operation of property requires such qualification, except to
the extent that the failure to be so qualified or be in good standing would not result in a Material Adverse Effect. All of the
issued and outstanding shares of capital stock or other equity interests of each Subsidiary of the Company have been duly and validly
authorized and issued, are fully paid and non-assessable and, except as set forth in that certain Security
Interest Agreement, dated January 26, 2012, or as otherwise described in the Registration Statement, the Disclosure Package
and in the Prospectus, are owned directly by the Company or through its wholly-owned subsidiaries, free and clear of all liens,
encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale
or transfer of any capital stock or other equity securities of the Subsidiaries to any person or entity except the Company, and
none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive
or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. Except for its Subsidiaries,
the Company owns no beneficial interest, directly or indirectly, in any corporation, partnership, joint venture or other business
entity. The Company has no significant subsidiaries (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the
Commission) other than the Subsidiaries listed on Exhibit 8.1 to the Company’s Annual Report on Form 20-F for the year ended
December 31, 2011.


 


(j)          Capitalization.
The Company has duly and validly authorized capital stock as set forth in each of the Registration Statement, Disclosure Package
and Prospectus; all outstanding Ordinary Shares of the Company conform, or when issued will conform, to the description thereof
in the Registration Statement, the Disclosure Package and the Prospectus and have been, or, when issued and paid for in the manner
described herein will be, duly authorized, validly issued, fully paid and non-assessable; and except as disclosed in the Registration
Statement, the Disclosure Package and the Prospectus, the issuance of the Shares to be purchased from the Company hereunder is
not subject to preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Company, or other
similar rights, or any restriction upon the voting or transfer thereof pursuant to applicable law or the Company’s Memorandum
of Association, Articles of Association or governing documents or any agreement to which the
Company is a party or by which it may be bound other than as previously disclosed in writing to the Placement Agent.


 



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(k)          Authorization,
Issuance. All corporate action required to be taken by the Company for the authorization, issuance and sale of the Shares has
been duly and validly taken. The Shares have been duly and validly authorized. When the Shares have been issued and delivered against
payment therefor as provided herein and, the Shares, when so issued and sold, will be duly and validly issued, fully paid and non-assessable
and the Investors or other persons in whose names Shares are registered will acquire good and valid title to such Shares free and
clear of all liens, encumbrances, equities, preemptive rights and other claims. The Shares will conform in all material respects
to the description thereof contained in the Registration Statement, the Disclosure Package and the Prospectus. No further approval
or authority of the shareholders or the Board of Directors of the Company will be required for the issuance and sale of the Shares
as contemplated herein and in the Subscription Agreements. Except as disclosed in each of the Disclosure Package and Prospectus,
there are no outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of sale or rights
related to or entitling any person to purchase or otherwise to acquire any shares of, or any security convertible into or exchangeable
or exercisable for, the capital stock of, or other ownership interest in, the Company, except for such options or rights as may
have been granted by the Company to employees, directors or consultants pursuant to its stock option or stock purchase plans.


 


(l)          No
Registration Rights. Neither the filing of the Registration Statement nor the offering or sale of the Shares as contemplated
by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for or relating to the registration
of any Ordinary Shares or other securities of the Company.


 


(m)         Due
Authorization and Enforceability. This Agreement and each Subscription Agreement have been duly authorized, executed and delivered
by the Company, and each constitutes a valid, legal and binding obligation of the Company, enforceable against the Company in accordance
with its terms, except as rights to indemnity hereunder may be limited by federal or state or Israeli securities laws and except
as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the rights
of creditors generally and subject to general principles of equity.


 


(n)          No
Violation. Neither the Company nor any of the Subsidiaries is in breach or violation of or in default (nor has any event occurred
which with notice, lapse of time or both would result in any breach or violation of, or constitute a default) (i) under the provisions
of its Memorandum of Association, Articles of Association, Articles of Incorporation, Bylaws or other governing documents or (ii)
except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, in the performance or observance
of any term, covenant, obligation, agreement or condition contained in any indenture, mortgage, deed of trust, bank loan or credit
agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Company
or any of the Subsidiaries is a party or by which any of them or any of their properties may be bound or affected, or (iii) in
the performance or observance of any statute, law, rule, regulation, ordinance, judgment, order or decree of any court, regulatory
body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, the Subsidiaries
or any of their respective properties (including, without limitation, those administered by the Food and Drug Administration of
the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory
authority performing functions similar to those performed by the FDA), except, with respect to clauses (ii) and (iii) above, to
the extent any such contravention would not result in a Material Adverse Effect.


 



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(o)          No
Conflict. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, the execution, delivery
and performance by the Company of this Agreement and each Subscription Agreement and the consummation of the transactions herein
contemplated, including the issuance and sale by the Company of the Shares, will not conflict with or result in a breach or violation
of, or constitute a default under (nor constitute any event which with notice, lapse of time or both would result in any breach
or violation of or constitute a default under) (i) the provisions of the Memorandum of Association, Articles of Association
Articles of Incorporation, Bylaws or other governing documents of the Company or any of the Subsidiaries, (ii) any material
indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any material license, lease,
contract or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which any of them or
any of their respective properties may be bound or affected, or (iii) any federal, state, local or foreign law, regulation or rule
or any decree, judgment or order applicable to the Company or any of the Subsidiaries, except, with respect to clauses (ii) and
(iii) above, to the extent any such contravention would not result in a Material Adverse Effect.


 


(p)          No
Consents Required. No approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental
or regulatory commission, board, body, authority or agency, or of or with any self-regulatory organization or other non-governmental
regulatory authority (including, without limitation, approval of the stockholders of the Company), is required in connection with
the issuance and sale of the Shares or the consummation by the Company of the transactions contemplated hereby other than (i) as
may be required under the Securities Act, (ii) under the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”)
and (iii) under the rules and regulations of The NASDAQ Stock Market, Inc. The Company has full power and authority to enter into
this Agreement and each Subscription Agreement and to authorize, issue and sell the Shares as contemplated by this Agreement and
each Subscription Agreement.


 


(q)          Absence
of Material Changes. Subsequent to the respective dates as of which information is given in the Disclosure Package, (a) neither
the Company nor any of its Subsidiaries has incurred any material liability or obligation, direct or contingent, or entered into
any material transaction not in the ordinary course of business; (b) neither the Company nor any of its subsidiaries has purchased
any of the Company's outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on
the Company's capital stock; (c) there has not been any change in the capital stock (other than a change in the number of outstanding
Ordinary Shares due to the issuance of Ordinary Shares upon the exercise of outstanding options or warrants), or material change
in the short−term debt or long−term debt of the Company and its Subsidiaries or any issue of options, warrants, convertible
securities or other rights to purchase the capital stock (other than grants of stock options in the ordinary course of business
and consistent with past practice under the Company’s stock option plans existing on the date hereof) of the Company, or
(d) there has not been any material adverse change, or any development involving a prospective material adverse change, in the
business, properties, prospects, management, financial condition or results of operations of the Company and the Subsidiaries,
taken as a whole, from that set forth in the Disclosure Package (exclusive of any amendments or supplements thereto subsequent
to the date of this Agreement).


 


(r)          Permits.
The Company and each of the Subsidiaries possess all necessary licenses, authorizations, consents and approvals and have made all
necessary filings required under any federal, state, local or foreign law, regulation or rule (including, without limitation, those
from the FDA and any other foreign, federal, state or local government or regulatory authorities performing functions similar to
those performed by the FDA) in order to conduct its business. Neither the Company nor any of the Subsidiaries is in violation of,
or in default under, or has received notice of any proceedings relating to revocation or modification of, any such license, authorization,
consent or approval. The Company and each of the Subsidiaries is in compliance in all material respects with all applicable federal,
state, local and foreign laws, regulations, orders or decrees.


 



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(s)          Legal
Proceedings. There are no legal or governmental proceedings pending or, to the Company’s knowledge, threatened or contemplated
to which the Company or any of the Subsidiaries is or would be a party or of which any of their respective properties is or would
be subject at law or in equity, before or by any federal, state, local or foreign governmental or regulatory commission, board,
body, authority or agency, or before or by any self-regulatory organization or other non-governmental regulatory authority, except
(i) as described in the Registration Statement, the Disclosure Package and the Prospectus, (ii) any such proceeding, which if resolved
adversely to the Company or any Subsidiary, would not result in a judgment, decree or order having, individually or in the aggregate,
a Material Adverse Effect or (iii) any such proceeding that would not prevent or materially and adversely affect the ability of
the Company to consummate the transactions contemplated hereby. The Disclosure Package contains in all material respects the same
description of the foregoing matters contained in the Prospectus.


 


(t)          Statutes;
Contracts. There are no statutes or regulations applicable to the Company or contracts or other documents of the Company which
are required to be described in the Registration Statement, the Disclosure Package or the Prospectus or filed as exhibits to the
Registration Statement by the Securities Act which have not been so described or filed.


 


(u)          Independent
Accountants. Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, that has audited the financial statements
of the Company and the Subsidiaries, is an independent registered public accounting firm (as defined in Section 2(a)(12) of the
Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”)) with respect to the Company within the meaning of the
Securities Act and the applicable rules and regulations thereunder adopted by the Commission and the Public Company Accounting
Oversight Board (United States).


 


(v)         Financial
Statements. The financial statements of the Company, together with the related schedules and notes thereto, set forth or incorporated
by reference in the Registration Statement, the Disclosure Package and the Prospectus comply in all material respects with the
applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects
(i) the consolidated financial condition of the Company and the Subsidiaries, taken as a whole, as of the dates indicated and (ii)
the consolidated results of operations, stockholders’ equity and changes in cash flows of the Company and the Subsidiaries,
taken as a whole, for the periods therein specified; and such financial statements and related schedules and notes thereto have
been prepared in conformity with generally accepted accounting principles as in effect in the United States, consistently applied
throughout the periods involved (except as otherwise stated therein and subject, in the case of unaudited financial statements,
to the absence of footnotes and normal year-end adjustments). There are no other financial statements (historical or pro forma)
that are required to be included in the Registration Statement, the Disclosure Package and the Prospectus; and the Company and
the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations),
not disclosed in the Registration Statement, the Disclosure Package and the Prospectus; and all disclosures contained in the Registration
Statement, the Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined
by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10(e) of Regulation
S-K of the Commission, to the extent applicable, and present fairly the information shown therein and the Company’s basis
for using such measures.


 



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(w)          Regulatory.
Except as described in the Registration Statement, the Disclosure Package and the Prospectus, the Company and each of its Subsidiaries:
(A) are and at all times have been in material compliance with all statutes, rules or regulations applicable to (1) the ownership,
operation and licensure of the facilities in which they provide testing services, and (2) the research, development,, processing,
use, marketing, promotion, sale, or disposal of any test under development, or provided by the Company or any Subsidiary ("Applicable
Laws"); (B) have not received any notice of adverse finding, warning letter, or other correspondence or notice from the United
States Food and Drug Administration (the “FDA”), the Drug Enforcement Administration (the “DEA") or any
other federal, state, local or foreign governmental or regulatory authority having jurisdiction over the Company’s tests
or testing services alleging or asserting material noncompliance with any Applicable Laws or any licenses, certificates, authorizations,
permits and supplements or amendments thereto required by any such Applicable Law (“Authorizations”), which would,
individually or in the aggregate, result in a Material Adverse Effect; (C) possess all material Authorizations and such Authorizations
are valid and in full force and effect and neither the Company nor any Subsidiary is in material violation of any term of any such
Authorizations; (D) have not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration
or other action from the FDA, DEA or any other federal, state, local or foreign governmental or regulatory authority or third party
alleging that any test, operation or activity is in material violation of any Applicable Laws or Authorizations and has no knowledge
that the FDA or any other federal, state, local or foreign governmental or regulatory authority or third party is considering any
such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) have not received notice that the FDA, DEA
or any other federal, state, local or foreign governmental or regulatory authority has taken, is taking or intends to take action
to limit, suspend, modify or revoke any material Authorizations and has no knowledge that the FDA, DEA or any other federal, state,
local or foreign governmental or regulatory authority is considering such action; and (F) have filed, obtained, maintained or submitted
all reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by
any Applicable Laws or Authorizations except where the failure to file such reports, documents, forms, notices, applications, records,
claims, submissions and supplements or amendments would not result in a Material Adverse Effect, and that all such reports, documents,
forms, notices, applications, records, claims, submissions and supplements or amendments were materially complete and correct on
the date filed (or were corrected or supplemented by a subsequent submission).


 


(x)          
Not an Investment Company. Neither the Company nor any of the Subsidiaries is or, after giving effect to the offering
and sale of the Shares and the application of the proceeds thereof as described in the Prospectus, will be required to register
as an “investment company” as defined in the Investment Company Act of 1940, as amended.


 


(y)          Good
Title to Property. The Company and each of the Subsidiaries has good and valid title to all property (whether real or personal)
described in the Registration Statement, the Disclosure Package and the Prospectus as being owned by each of them, in each case
free and clear of all liens, claims, security interests, other encumbrances or defects except such as are set forth in that certain
Security Interest Agreement, dated January 26, 2012, or as described in the
Registration Statement, the Disclosure Package and the Prospectus and those that would not, individually or in the aggregate materially
and adversely affect the value of such property and do not materially and adversely interfere with the use made and proposed to
be made of such property by the Company and the Subsidiaries. All of the property described in the Registration Statement, the
Disclosure Package and the Prospectus as being held under lease by the Company or a Subsidiary is held thereby under valid, subsisting
and enforceable leases, without any liens, restrictions, encumbrances or claims, except those that, individually or in the aggregate,
are not material and do not materially interfere with the use made and proposed to be made of such property by the Company and
the Subsidiaries.


 



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(z)          Intellectual
Property Rights. The Company and the Subsidiaries own, or have obtained valid and enforceable licenses for, or other rights
to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), tradenames, copyrights, trade
secrets and other proprietary information described in the Registration Statement, the Disclosure Package and the Prospectus as
being owned or licensed by them or which are necessary for the conduct of their respective businesses (collectively, “Intellectual
Property”), except where the failure to own, license or have such rights would not, individually or in the aggregate,
result in a Material Adverse Effect. Except as described in the Registration Statement, the Disclosure Package and the Prospectus,
(i) there are no third parties who have or, to the Company’s knowledge, will be able to establish rights to any Intellectual
Property, except for the ownership rights of the owners of the Intellectual Property which is licensed to the Company; (ii) except
as otherwise disclosed in writing to the Placement Agent, to the Company’s knowledge, there is no infringement by third parties
of any Intellectual Property; (iii) except as otherwise disclosed in writing to the Placement Agent, there is no pending or, to
the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in
or to, or the validity, enforceability, or scope of, any Intellectual Property owned by or licensed to the Company, and the Company
is unaware of any facts which could form a reasonable basis for any such claim; (iv) except as otherwise disclosed in writing to
the Placement Agent, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by
others that the Company or any of the Subsidiaries infringes or otherwise violates any patent, trademark, copyright, trade secret
or other proprietary rights of others, and the Company is unaware of any facts which could form a reasonable basis for any such
claim; (v) to the Company’s knowledge, there is no patent or patent application that contains claims that interfere with
the issued or pending claims of any of the Intellectual Property; and (vi) to the Company’s knowledge, there is no prior
art that may render any patent owned by the Company invalid, nor is there any prior art known to the Company that may render any
patent application owned by the Company unpatentable.


 


(aa)         Taxes.
The Company and each of the Subsidiaries has timely filed all material federal, state, local and foreign income and franchise tax
returns (or timely filed applicable extensions therefor) that have been required to be filed and are not in default in the payment
of any taxes which were payable pursuant to said returns or any assessments with respect thereto, other than any which the Company
or any of the Subsidiaries is contesting in good faith and for which adequate reserves have been provided and reflected in the
Company’s financial statements included in the Registration Statement, the Disclosure Package and the Prospectus. Neither
the Company nor any of its Subsidiaries has any tax deficiency that has been or, to the knowledge of the Company, might be asserted
or threatened against it that would result in a Material Adverse Effect.


 


(bb)         Insurance.
The Company and each of the Subsidiaries maintains insurance in such amounts and covering such risks as is adequate for the conduct
of its business and the value of its properties and as is customary for companies engaged in similar businesses in similar industries.
All such insurance is fully in force on the date hereof and will be fully in force as of the Closing Date. Neither the Company
nor any of the Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and
when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at
a cost that would not have a Material Adverse Effect.


 


(cc)         Accounting
Controls. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, the Company and each
of the Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions
are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally accepted accounting principles as in effect in the United
States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.


 



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(dd)         Disclosure
Controls. The Company has established, maintains and evaluates “disclosure controls and procedures” (as such term
is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), which (i) are designed to ensure that material information
relating to the Company is made known to the Company’s principal executive officer and its principal financial officer by
others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are
being prepared, (ii) have been evaluated for effectiveness as of the end of the last fiscal period covered by the Registration
Statement; and (iii) such disclosure controls and procedures are effective to perform the functions for which they were established.
Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there are no significant deficiencies
and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability
to record, process, summarize, and report financial data to management and the Board of Directors. The Company is not aware of
any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal
controls. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, since the date of the most
recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in
other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies
and material weaknesses.


 


(ee)         Corrupt
Practices. Neither the Company nor, to the Company’s knowledge, any other person associated with or acting on behalf
of the Company, including without limitation any director, officer, agent or employee of the Company or its Subsidiaries has, directly
or indirectly, while acting on behalf of the Company or its Subsidiaries (i) used any corporate funds for unlawful contributions,
gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic
government officials or employees or to foreign or domestic political parties or campaigns from corporate funds, (iii) violated
any provision of the Foreign Corrupt Practices Act of 1977, as amended and/or Section 291A of the Israeli Penal Law or (iv)
made any other unlawful payment. 


 


(ff)         No
Price Stabilization. Neither the Company nor any of the Subsidiaries nor, to the Company’s knowledge, any of their respective
officers, directors, affiliates or controlling persons has taken or will take, directly or indirectly, any action designed to cause
or result in, or which has constituted or which might reasonably be expected to constitute the stabilization or manipulation of
the price of any security of the Company to facilitate the sale or resale of the Shares.


 


(gg)         No
Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company on the one hand and the
directors, officers, stockholders, customers or suppliers of the Company on the other hand which is required to be described in
the Registration Statement, the Disclosure Package and the Prospectus which has not been so described. There are no outstanding
loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness
by the Company to or for the benefit of any of the officers or directors of the Company or any member of their respective immediate
families. The Company has not, in violation of the Sarbanes Oxley Act, directly or indirectly, extended or maintained credit, arranged
for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive
officer of the Company.


 


(hh)         Sarbanes-Oxley
Act. The Company, and to its knowledge all of the Company’s directors or officers, in their capacities as such, are in
compliance in all material respects with all applicable effective provisions of the Sarbanes-Oxley Act and any related rules and
regulations promulgated by the Commission.


 



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(ii)         Brokers
Fees. Except as previously disclosed in writing to the Placement Agent, neither the Company nor any of the Subsidiaries is
a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid
claim against the Company or the Subsidiaries or the Placement Agent for a brokerage commission, finder’s fee or other like
payment in connection with the offering and sale of the Shares.


 


(jj)         Exchange
Act Requirements. The Company has filed in a timely manner all reports required to be filed pursuant to Sections 13(a), 13(e),
14 and 15(d) of the Exchange Act during the preceding 12 months; and the Company has filed in a timely manner all reports required
to be filed pursuant to Sections 13(d) and 13(g) of the Exchange Act since January 1, 2008, except where the failure to timely
file could not reasonably be expected individually or in the aggregate to have a Material Adverse Effect.


 


(kk)        FINRA
Affiliations. Except as previously disclosed in writing to the Placement Agent, to the Company’s knowledge, there are
no affiliations or associations between (i) any member of FINRA and (ii) the Company or any of the Company’s officers, directors
or 5% or greater security holders or any beneficial owner of the Company’s unregistered equity securities that were acquired
at any time on or after the one hundred eightieth (180th) day immediately preceding the date the Registration Statement
was initially filed with the Commission.


 


(ll)         Compliance
with Environmental Laws. The Company and the Subsidiaries (a) are in compliance with any and all applicable foreign, federal,
state and local laws, orders, rules, regulations, directives, decrees and judgments relating to the protection of human health
and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”),
(b) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their
respective businesses and (c) are in compliance with all terms and conditions of any such permit, license or approval, except where
such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply
with the terms and conditions of such permits, licenses or approvals would not, individually or in the aggregate, result in a Material
Adverse Effect. There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital
or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license
or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, individually
or in the aggregate, result in a Material Adverse Effect.


 


(mm)        No
Labor Disputes. No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of
the Company, is imminent. The Company has at all times been, and is currently, in compliance in all respects with all federal,
state, local or foreign law relating to discrimination in the hiring, promotion or pay of employees or any applicable wage or hour
laws concerning the employees of the Company or any Subsidiary, except where the failure to be in such compliance would not, individually
or in the aggregate, result in a Material Adverse Effect.


 


(nn)         Pension
and other Employee Benefits. The Company and its Subsidiaries are in compliance in all material respects with all presently
applicable provisions of laws relating to pension and employee benefits.


 


(oo)         Exchange
Act Registration. The Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed on the Nasdaq
Capital Market, and the Company has taken no action designed to, or likely to have the effect of, terminating the registration
of the Ordinary Shares under the Exchange Act or delisting the Ordinary Shares from the Nasdaq Capital Market, nor has the Company
received any notification that the Commission or FINRA is contemplating terminating such registration or listing except as otherwise
disclosed in the Prospectus.


 



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(pp)         Statistical
or Market-Related Data. Any statistical, industry-related and market-related data included or incorporated by reference in
the Registration Statement, the Disclosure Package and the Prospectus, are based on or derived from sources that the Company reasonably
and in good faith believes to be reliable and accurate, and such data agree with the sources from which they are derived.


 


(qq)         Descriptions
of Documents. The statements set forth in each of the Registration Statement, the Disclosure Package and the Prospectus describing
the Shares and this Agreement, insofar as they purport to describe the provisions of the laws and documents referred to therein,
are accurate, complete and fair in all material respects.


 


(rr)         Money
Laundering Laws. The operations of the Company are and have been conducted at all times in compliance in all material respects
with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money
Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company with respect to the Money Laundering Laws is pending, or to the knowledge of the Company,
threatened.


 


(ss)         OFAC.
Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee
or affiliate of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of
Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly
use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture
partner or other person or entity that, to the Company’s knowledge, will use such proceeds, for the purpose of financing
the activities of any person currently subject to any U.S. sanctions administered by OFAC.


 


(tt)         The
Company has received funding for purposes of research and development from the Office of the Chief Scientist of the Israel Ministry
of Industry, Trade and Labor pursuant to Certificates of Approvals (the “OCS Certificates of Approvals”).  The
OCS Certificates of Approvals are in full force and effect, have not been revoked or modified and the Company and its Subsidiaries
are in compliance with all terms thereof, and are not in violation of any condition or requirement stipulated by the OCS Certificates
of Approvals and any applicable laws and regulations with respect to any research and development grants given to it by such office
as to grants for projects that the OCS has not confirmed as having been closed. All information supplied by the Company with respect
to such applications was true, correct and complete in all material respects when supplied to the appropriate authorities. The
Company's contingent liabilities to the OCS are fully and accurately disclosed in the Prospectus.


 


(uu)         The
Company is in compliance with all conditions and requirements stipulated by the instruments of approval entitling it or any of
its operations or facilities to the status of “Approved Enterprise” or “Privileged Enterprise,” as the
case may be, under Israeli law and by Israeli laws and regulations relating to such Approved Enterprise status or Privileged Enterprise
status, as the case may be, or any related tax benefits received by the Company.  All information supplied by the Company
with respect to such applications was true, correct and complete in all material respects when supplied to the appropriate authorities.  The
Company has not received any notice of any proceeding or investigation relating to revocation or modification of any “Approved
Enterprise” status or “Privileged Enterprise” status granted with respect to any of the Company's operations
or facilities.


 



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(uu)         Neither
the Company nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of the State
of Israel.


 


Any certificate signed
by any officer of the Company or a Subsidiary and delivered to the Placement Agent or to counsel for the Placement Agent in connection
with the offering of the Shares shall be deemed a representation and warranty by the Company (and not such officer in an individual
capacity) to the Placement Agent and the Investors as to the matters covered thereby.


 


Section 3.          Covenants.


 


The Company covenants
and agrees with the Placement Agent as follows:


 


(a)          Reporting
Obligations; Exchange Act Compliance. The Company will (i) file the Preliminary Prospectus, if any, and the Prospectus with
the Commission within the time periods specified by Rule 424(b) and Rules 430A, 430B and 430C, as applicable under the Securities
Act, (ii) file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act, if applicable, (iii)
file promptly all reports required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c) or 15(d) of
the Exchange Act subsequent to the date of the Prospectus and during such period as the Prospectus would be required by law to
be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) (the “Prospectus
Delivery Period”), and (iv) furnish copies of each Issuer Free Writing Prospectus, if any, (to the extent not previously
delivered) to the Placement Agent prior to 11:00 a.m. Eastern time, on the second business day next succeeding the date of this
Agreement in such quantities as the Placement Agent shall reasonably request.


 


(b)          Abbreviated
Registration Statement. If the Company elects to rely upon Rule 462(b) under the Securities Act, the Company shall file a registration
statement under Rule 462(b) with the Commission in compliance with Rule 462(b) by 8:00 a.m., Eastern time, on the business day
next succeeding the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing
fee for such Rule 462(b) registration statement or give irrevocable instructions for the payment of such fee pursuant to the Rules
and Regulations.


 


(c)          Amendments
or Supplements. The Company will not, during the Prospectus Delivery Period in connection with the Offering contemplated
by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus unless a copy thereof shall
first have been submitted to the Placement Agent within a reasonable period of time prior to the filing thereof and the Placement
Agent shall not have reasonably objected thereto in good faith.


 


(d)          Free
Writing Prospectuses. The Company will (i) not make any offer relating to the Shares that would constitute an “issuer
free writing prospectus” (as defined in Rule 433) or that would otherwise constitute a “free writing prospectus”
(as defined in Rule 405 under the Securities Act) required to be filed by the Company with the Commission under Rule 433 under
the Securities Act unless the Placement Agent approves its use in writing prior to first use (each, a “Permitted Free
Writing Prospectus”); provided that the prior written consent of the Placement Agent hereto shall be deemed to have been
given in respect of the Issuer Free Writing Prospectus(es) included in Schedule I hereto, (ii) treat each Permitted Free
Writing Prospectus as an Issuer Free Writing Prospectus, (iii) comply with the requirements of Rules 164 and 433 under the Securities
Act applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission,
legending and record keeping and (iv) not take any action that would result in the Placement Agent or the Company being required
to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf
of such Placement Agent that such Placement Agent otherwise would not have been required to file thereunder. The Company will satisfy
the conditions in Rule 433 under the Securities Act to avoid a requirement to file with the Commission any electronic road show.


 



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(e)          Notice
to Placement Agent. The Company will notify the Placement Agent promptly, and will, if requested, confirm such notification
in writing: (i) the receipt of any comments of, or requests for additional information from, the Commission; (ii) the time and
date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Disclosure
Package or the Prospectus, (iii) the time and date when any post-effective amendment to the Registration Statement becomes effective;
(iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective
amendment thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure Package, the Prospectus
or any Issuer Free Writing Prospectus, or the initiation of any proceedings for that purpose or the threat thereof; (v) of receipt
by the Company of any notification with respect to any suspension or the approval of the Shares from any securities exchange upon
which it is listed for trading or included or designated for quotation, or the initiation or threatening of any proceeding for
such purpose. The Company will use its reasonable best efforts to prevent the issuance or invocation of any such stop order or
suspension by the Commission and, if any such stop order or suspension is so issued or invoked, to obtain as soon as possible the
withdrawal or removal thereof.


 


(f)          Filing
of Amendments or Supplements. If, during the Prospectus Delivery Period, any event shall occur or condition exist as a result
of which it is necessary to amend or supplement the Prospectus (or, if the Prospectus is not yet available to prospective purchasers,
the Disclosure Package) in order to make the statements therein, in the light of the circumstances when the Prospectus (or, if
the Prospectus is not yet available to prospective purchasers, the Disclosure Package) is delivered to an Investor, not misleading,
or if, in the opinion of counsel for the Placement Agent, it is necessary to amend or supplement the Prospectus (or, if the Prospectus
is not yet available to prospective purchasers, the Disclosure Package) to comply with applicable law, forthwith to prepare, file
with the Commission and furnish, at its own expense, to the Placement Agent, either amendments or supplements to the Prospectus
(or, if the Prospectus is not yet available to prospective purchasers, the Disclosure Package) so that the statements in the Prospectus
(or, if the Prospectus is not yet available to prospective purchasers, the Disclosure Package) as so amended or supplemented will
not, in the light of the circumstances when the Prospectus (or, if the Prospectus is not yet available to prospective purchasers,
the Disclosure Package) is delivered to an Investor, be misleading or so that the Prospectus (or, if the Prospectus is not yet
available to prospective purchasers, the Disclosure Package), as amended or supplemented, will comply with law. If at any time
following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such
Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating
to the Shares or included or would include an untrue statement of a material fact or omitted or would omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not
misleading, the Company promptly will notify the Placement Agent and will promptly amend or supplement, at its own expense, such
Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.


 



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(g)          Delivery
of Copies. The Company will deliver promptly to the Placement Agent and its counsel such number of the following documents
as the Placement Agent shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the
Commission and each amendment thereto (in each case excluding exhibits), (ii) copies of any Preliminary Prospectus or Issuer Free
Writing Prospectus, (iii) during the Prospectus Delivery Period, copies of the Prospectus (or any amendments or supplements thereto);
(iii) any document incorporated by reference in the Prospectus (other than any such document that is filed with the Commission
electronically via EDGAR or any successor system) and (iv) all correspondence to and from, and all documents issued to and by,
the Commission in connection with the registration of the Shares under the Securities Act.


 


(h)          Earnings
Statement. As soon as practicable, but in any event not later than 15 months after the end of the Company’s current fiscal
quarter, the Company will make generally available to holders of its securities and deliver to the Placement Agent, an earnings
statement of the Company (which need not be audited) that will satisfy the provisions of Section 11(a) and Rule 158 of the Securities
Act.


 


(i)          Use
of Proceeds. The Company will apply the net proceeds from the sale of the Shares in all material respects in the manner set
forth in the Registration Statement, Disclosure Package and the Prospectus under the heading “Use of Proceeds”.


 


(j)          Public
Communications. Prior to the Closing Date, the Company will not issue any press release or other communication directly or
indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or the earnings, business,
operations or prospects of any of them, or the offering of the Shares, without the prior written consent of the Placement Agent,
unless in the reasonable judgment of the Company and its counsel, and after notification to the Placement Agent, such press release
or communication is required by law, in which case the Company shall use its reasonable best efforts to allow the Placement Agent
reasonable time to comment on such release or other communication in advance of such issuance.


 


(k)          Lock-Up
Period. For a period of 60 days after the date hereof (the “Lock-Up Period”), the Company will not directly
or indirectly, (1) offer to sell, hypothecate, pledge, announce the intention to sell, sell, contract to sell, sell any option
or contract to purchase (to the extent such option or contract to purchase is exercisable within one year from the Closing Date),
purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly
or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the
meaning of Section 16 of the Exchange Act, with respect to, any Ordinary Shares, or any securities convertible into or exercisable
or exchangeable for Ordinary Shares; (2) file or cause to become effective a registration statement under the Securities Act relating
to the offer and sale of any Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares
(other than on Form S-8 or Form F-4 of any successor forms) or (3) enter into any swap or other agreement that transfers, in whole
or in part, any of the economic consequences of ownership of the Ordinary Shares, whether any such transaction described in clauses
(1), (2) or (3) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, without the
prior written consent of the Placement Agent (which consent may be withheld in its sole discretion), other than (i) the Shares
to be sold hereunder, (ii) the issuance of stock options or Ordinary Shares to employees, directors and consultants pursuant to
equity compensation plans described in the Registration Statement (excluding the exhibits thereto) and the Disclosure Package and
the Prospectus, (iii) issuances of shares of Ordinary Shares upon the exercise of options or warrants outstanding as of the date
of this Agreement or upon the conversion, exercise or exchange of, or otherwise pursuant to the terms of, convertible, exercisable
or exchangeable securities outstanding as of the date of this Agreement; (iv) the issuance by the Company of any Ordinary Shares
or securities convertible into, or exchangeable for Ordinary Shares as consideration for mergers, acquisitions, other business
combinations, or strategic alliances, occurring after the date of this Agreement; provided that each recipient of shares
pursuant to this clause (iv) agrees that all such shares remain subject to restrictions substantially similar to those contained
in this subsection 3(k); (v) the issuance by the Company of any Ordinary Shares or securities convertible into, or exchangeable
for Ordinary Shares in connection with any collaboration, licensing agreement, distribution arrangement or similar transaction
occurring after the date of this Agreement; provided that each recipient of shares pursuant to this clause (v) agrees that
all such shares remain subject to restrictions substantially similar to those contained in this subsection 3(k);or (vi)
the purchase or sale of the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the requirements
of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. Notwithstanding the foregoing, if (1) during the last 17
days of the Lock-Up Period, the Company releases earnings results or publicly announces other material news or a material event
relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release
earnings results during the 16 day period beginning on the last day of the Lock-Up Period, then in each case the Lock-Up Period
will be extended until the expiration of the 18 day period beginning on the date of release of the earnings results or the public
announcement regarding the material news or the occurrence of the material event, as applicable, unless the Placement Agent waives,
in writing, such extension. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase
right prior to the expiration of the Lock-Up Period.


 



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(l)          Stabilization.         The
Company will not take directly or indirectly any action designed, or that might reasonably be expected to cause or result in, or
that will constitute, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale
of any of the Shares.


 


(m)         Transfer
Agent. The Company shall engage and maintain, at its expense, a transfer agent and, if necessary under the jurisdiction of
incorporation of the Company, a registrar for the Shares.


 


(n)         Investment
Company Act. The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the Shares
in such a manner as would require the Company to register as an investment company under the Investment Company Act.


 


(o)          Sarbanes-Oxley
Act. The Company will comply in all material respects with all effective applicable provisions of the Sarbanes Oxley Act.


 


(p)          Periodic
Reports. For two years after the Closing, the Company will use its commercially reasonable best efforts to file with the Commission
such periodic and special reports as required by the Exchange Act.


 


(q)          Listing.
The Company will use its commercially reasonable best efforts to obtain approval for, and maintain the listing of, the Shares on
The Nasdaq Capital Market for at least one year after the Closing.


 


Section 4.          Costs
and Expenses.


 


The Company, whether
or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or reimburse if paid by
the Placement Agent all actual out-of-pocket costs and expenses incident to the performance of the obligations of the Company under
this Agreement and in connection with the transactions contemplated hereby, including but not limited to costs and expenses of
or relating to (a) all filing fees and communication expenses relating to the registration of the Shares to be sold hereunder with
the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; all fees and expenses relating
to the listing of such Shares on the Nasdaq Capital Market; (c) all fees, expenses and disbursements relating to the registration
or qualification of such Shares under the “blue sky” securities laws of such states as the Placement Agent may reasonably
designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue
sky” counsel, if applicable (d) the costs of all mailing and printing of the transaction documents (including, without limitation,
this agreement, any Blue Sky Surveys), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto
and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (e) the costs of preparing,
printing and delivering certificates representing the Shares; (f) fees and expenses of the transfer agent for the Ordinary Shares;
(g) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent;
(h) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New
York Times; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal
counsel and other agents and representatives; (k) travel, lodging and other expenses incurred by the officers of the Company and
the cost of any aircraft or other transportation chartered by the Company in connection with any road show. In addition, at Closing
the Company shall reimburse the Placement Agent for its actual out of pocket expenses (with supporting invoices/receipts), up to
$15,000. Except as provided in the penultimate sentence of this Section 4, the Placement Agent shall pay its own expenses, including
the fees and disbursements of its counsel.


 



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Section 5.          Conditions
of Placement Agent’s Obligations.


 


The obligations of
the Placement Agent hereunder are subject to the following conditions:


 


(a)          Filings
with the Commission. The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Securities
Act at or before 5:30 p.m., Eastern time, on the second full business day after the date of this Agreement (or such earlier time
as may be required under the Securities Act).


 


(b)          Abbreviated
Registration Statement. If the Company has elected to rely upon Rule 462(b), the registration statement filed under Rule 462(b)
shall have become effective under the Securities Act by 8:00 a.m., Eastern time, on the business day next succeeding the date of
this Agreement.


 


(c)          No
Stop Orders. Prior to the Closing: (i) no stop order suspending the effectiveness of the Registration Statement shall have
been issued under the Securities Act and no proceedings initiated under Section 8(d) or 8(e) of the Securities Act for that purpose
shall be pending or threatened by the Commission, and (ii) any request for additional information on the part of the Commission
(to be included in the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or
otherwise) shall have been complied with to the reasonable satisfaction of the Placement Agent.


 


(d)          Action
Preventing Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted
or issued by any governmental agency or body which would, as of the Closing Date, prevent the issuance or sale of the Shares; and
no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have
been issued as of the Closing Date which would prevent the issuance or sale of the Shares.


 


(e)          Objection
of Placement Agent. No Prospectus or amendment or supplement to the Registration Statement shall have been filed to which the
Placement Agent shall have objected in writing. The Placement Agent shall not have advised the Company that the Registration Statement,
the Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus
contains an untrue statement of fact which, in its opinion, is material, or omits to state a fact which, in its opinion, is material
and is required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading.


 



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(f)          No
Material Adverse Change. (i) Prior to the Closing, there shall not have occurred any change, or any development involving a
prospective change, in the condition, financial or otherwise, or in the earnings, business, prospects or operations of the Company
from that set forth in the Disclosure Package and the Prospectus that, in the Placement Agent’s reasonable judgment, is material
and adverse and that makes it, in the Placement Agent’s reasonable judgment, impracticable to market the Shares on the terms
and in the manner contemplated in the Disclosure Package.


 


(ii) There shall not
have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New
York Stock Exchange, the Nasdaq Stock Market, the Nasdaq
Global Select Market, the Nasdaq Global Market, the Nasdaq
Capital Market, US Alternext LLC or the over the counter market or the establishing on such exchanges or market by the SEC or by
such exchanges or markets of minimum or maximum prices that are not in force and effect on the date hereof; (ii) a suspension
or material limitation in trading in the Company’s securities on the Nasdaq Capital Market or any other exchange or market
or the establishing on any such market or exchange by the SEC or by such market of minimum or maximum prices that are not in force
and effect on the date hereof; (iii) a general moratorium on commercial banking activities declared by either federal or any
state authorities; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United
States of a national emergency or war, which in the Placement Agent’s reasonable judgment makes it impracticable or inadvisable
to proceed with the public offering or the delivery of the Shares in the manner contemplated in the Prospectus; or (v) any
calamity or crisis, change in national, international or world affairs, act of God, change in the international or domestic markets,
or change in the existing financial, political or economic conditions in the United States or elsewhere, that in the Placement
Agent’s reasonable judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of
the Shares in the manner contemplated in each of the Disclosure Package and the Prospectus.


 


(g)          Representations
and Warranties. Each of the representations and warranties of the Company contained herein shall be true and correct when made
and on and as of the Closing Date, as if made on such date (except that those representations and warranties that address matters
only as of a particular date shall remain true and correct as of such date), and all covenants and agreements herein contained
to be performed on the part of the Company and all conditions herein contained to be fulfilled or complied with by the Company
at or prior to the Closing Date shall have been duly performed, fulfilled or complied with.


 


(h)          Opinion
of Counsel to the Company. The Placement Agent shall have received from each of Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and Raved Magriso Benkel & Co. such counsel’s written opinion, addressed
to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit C
attached hereto. Each counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement
Agent and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto.


 


(i)          Officer’s
Certificate. The Placement Agent shall have received on the Closing Date a certificate, addressed to the Placement Agent and
dated the Closing Date, of the chief executive or chief operating officer and the chief financial officer or chief accounting officer
of the Company to the effect that:


 



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(i)          each
of the representations, warranties and agreements of the Company in this Agreement were true and correct when originally made and
are true and correct as of the Time of Sale and the Closing Date (except that those representations and warranties that address
matters only as of a particular date shall remain true and correct as of such date); and the Company has complied in all material
respects with all agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied
at or prior to the Closing Date;


 


(ii)         subsequent
to the respective dates as of which information is given in the Disclosure Package, there has not been (A) a material adverse change
or any development involving a prospective material adverse change in the general affairs, business, properties, management, prospects,
financial condition or results of operations of the Company and the Subsidiaries taken as a whole, (B) any transaction that is
material to the Company and the Subsidiaries taken as a whole, except transactions entered into in the ordinary course of business,
(C) any obligation, direct or contingent, that is material to the Company and the Subsidiaries taken as a whole, incurred by the
Company or the Subsidiaries, except obligations incurred in the ordinary course of business, (D) except as disclosed in the Disclosure
Package and in the Prospectus, any change in the capital stock (other than a change in the number of outstanding Ordinary Shares
due to the issuance of shares upon the exercise of outstanding options or warrants) or any material change in the short term or
long term indebtedness of the Company or any of the Subsidiaries taken as a whole, (E) any dividend or distribution of any kind
declared, paid or made on the capital stock of the Company or any of the Subsidiaries or (F) any loss or damage (whether or not
insured) to the property of the Company or any of its Subsidiaries which has been sustained or will have been sustained which has
had or is reasonably likely to result in a Material Adverse Effect;


 


(iii)        no
stop order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof or the qualification
of the Shares for offering or sale, nor suspending or preventing the use of the Disclosure Package, the Prospectus or any Issuer
Free Writing Prospectus shall have been issued, and no proceedings for that purpose shall be pending or to their knowledge, threatened
by the Commission or any state or regulatory body; and


 


(iv)        the
signers of said certificate have reviewed the Registration Statement, the Disclosure Package and the Prospectus, and any amendments
thereof or supplements thereto (and any documents filed under the Exchange Act and deemed to be incorporated by reference into
the Disclosure Package and the Prospectus), and (A) (i) each part of the Registration Statement and any amendment thereof do not
and did not contain when the Registration Statement (or such amendment) became effective, any untrue statement of a material fact
or omit to state, and did not omit to state when the Registration Statement (or such amendment) became effective, any material
fact required to be stated therein or necessary to make the statements therein not misleading and (ii) as of the Time of Sale,
neither the Disclosure Package nor any individual Issuer Limited Use Free Writing Prospectus, when considered together with the
Disclosure Package, contained any untrue statement of material fact or omits to state any material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading and (iii) the Prospectus, as amended or supplemented,
does not and did not contain, as of its issue date and as of the Closing Date, any untrue statement of material fact or omit to
state and did not omit to state as of such date, a material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, and (B) since the Time of Sale, there has occurred no event required to be set forth
in an amendment or supplement to the Registration Statement, the Disclosure Package or the Prospectus which has not been so set
forth and there has been no document required to be filed under the Exchange Act that upon such filing would be deemed to be incorporated
by reference into the Disclosure Package and into the Prospectus that has not been so filed.


 



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(j)          General
Counsel’s Certificate. On the Closing Date, the Company shall have furnished to the Placement Agent a General Counsel’s
Certificate of the Company.


 


(k)          Other
Filings with the Commission. The Company shall have prepared and filed with the Commission a Current Report on Form 6-K
with respect to the transactions contemplated hereby, including as an exhibit thereto this Agreement and any other documents relating
thereto.


 


(l)          No
FINRA Objection. FINRA shall not have raised any objection with respect to the fairness and reasonableness of the placement
agency terms and arrangements relating to the issuance and sale of the Shares; provided that if any such objection is raised, the
Company and the Placement Agent shall negotiate promptly and in good faith appropriate modifications to such placement agency terms
and arrangements in order to satisfy such objections.


 


(m)         Cold
Comfort Letter.  At the time this agreement is executed, and at the Closing, the Placement Agent shall have received
a cold comfort letter, addressed to the Placement Agent and in form and substance satisfactory in all respects to the Placement
Agent from Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, dated, respectively, as of the date of this
agreement and as of the Closing.


 


(n)          Lock
Up. The Company has caused its executive officers and directors to enter into a letter agreement (“Letter Agreement”),
substantially in the form attached hereto as Exhibit F that provides subject to specified exceptions,
without the prior written consent of the Placement Agent, they will not, during the period beginning on the date of the pricing
of this offering and ending 90 days thereafter: (i) offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of
(or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by
actual disposition or effective economic disposition due to cash settlement or otherwise)), directly or indirectly, any of the
Ordinary Shares or securities convertible, exchangeable or exercisable into the Ordinary Shares; or (ii) establish or increase
a put equivalent position or liquidate or decrease a call equivalent position with respect to any of our Ordinary Shares or securities
convertible, exchangeable or exercisable into the Ordinary Shares. 


 


(o)          Additional
Documents. Prior to the Closing Date, the Company shall have furnished to the Placement Agent such further information, certificates
or documents as the Placement Agent shall have reasonably requested for the purpose of enabling it to pass upon the issuance and
sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or
the satisfaction of any of the conditions or agreements, herein contained.


 


All opinions, letters, evidence and certificates
mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are
in form and substance reasonably satisfactory to counsel for the Placement Agent.


 


If any condition specified in this Section
5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Placement Agent by notice
to the Company at any time prior to the Closing Date, which termination shall be without liability on the part of any party to
any other party, except that Section 4, Section 6 and Section 8 shall at all times be effective and shall
survive such termination.


 



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Section 6.          Indemnification
and Contribution.


 


(a)          Indemnification
of the Placement Agent. The Company agrees to indemnify, defend and hold harmless the Placement Agent, its directors and officers,
and each person, if any, who controls such Placement Agent within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, claim
or liability, which, jointly or severally, the Placement Agent or any such person may become subject under the Securities Act,
the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise, (including in settlement
of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, damage, claim
or liability (or actions in respect thereof as contemplated below) arises out of or is based upon: (i) any untrue statement or
alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto or the omission or
alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free
Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under
which they were made, not misleading; and, in the case of (i) and (ii) above, to reimburse the Placement Agent and each such controlling
person for any and all reasonable expenses (including reasonable fees and disbursements of counsel) as such expenses are incurred
by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying
any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity shall not apply
to any loss, claim, damage, liability or expense to the extent, but only to the extent, it arises out of or is based upon any untrue
statement or alleged untrue statement of a material fact contained in or omitted from, and in conformity with information concerning
the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, which
information the parties hereto agree is limited to the Placement Agent Information (as defined in Section 7), (iii) any
untrue statement or alleged untrue statement made by the Company in Section 3 hereof or the failure by the Company to perform
when and as required any agreement or covenant contained herein, or (iv) any untrue statement or alleged untrue statement of any
material fact contained in any audio or visual materials (x) provided to Investors by or with the written approval of the Company
or (y) based upon written information furnished by or on behalf of the Company with its approval and provided to Investors by or
with the written approval of the Company including, without limitation, slides, videos, films or tape recordings used in any road
show or investor presentations made to investors by the Company (whether in person or electronically) in connection with the marketing
of the Shares.


 


(b)          Notice
and Procedures. If any action, suit or proceeding (each, a “Proceeding”) is brought against a person (an
“indemnified party”) in respect of which indemnity may be sought against the Company or the Placement Agent,
as applicable ( the “indemnifying party”) pursuant to subsection (a) or subsection (b) of this
Section 6, such indemnified party shall promptly notify such indemnifying party in writing of the institution of such Proceeding
and such indemnifying party shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory
to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify such indemnifying
party shall not relieve such indemnifying party from any liability which such indemnifying party may have to any indemnified party
or otherwise, except to the extent such failure results in the forfeiture by the indemnifying party of substantial rights or defenses.
The indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses
of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have
been authorized in writing by the indemnifying party in connection with the defense of such Proceeding, (ii) the indemnifying party
shall not have, within a reasonable period of time in light of the circumstances, employed counsel to defend such Proceeding or
(iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which
are different from, additional to or in conflict with those available to such indemnifying party, in any of which events such reasonable
fees and expenses shall be borne by such indemnifying party and paid as incurred (it being understood, however, that such indemnifying
party shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding
or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding).
An indemnifying party shall not be liable for any settlement of any Proceeding (including by consent to the entry of any judgment)
effected without its written consent but, if settled with its written consent or if there be a final judgment for the plaintiff,
such indemnifying party agrees to indemnify and hold harmless the indemnified party or parties from and against any loss or liability
by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have
requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel (which fees and expenses shall
be reasonably documented) as contemplated by the second sentence of this Section 6(c), then the indemnifying party agrees
that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered
into more than 90 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not
have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such
indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying
party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry
of judgment in any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release
of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission
of fault or culpability or a failure to act by or on behalf of such indemnified party.


 



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(c)          Contribution.
If the indemnification provided for in this Section 6 is unavailable to an indemnified party under subsection (a)
or subsection (b) of this Section 6 or insufficient to hold an indemnified party harmless in respect of any losses,
claims, damages, liabilities or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims,
damages, liabilities or expenses referred to in subsection (a) or subsection (b) above, (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the one hand and the Placement Agent on the other from
the offering of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the
indemnifying party or parties on the one hand and the indemnified party or parties on the other hand in connection with the statements
or omissions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the Placement Agent on the other hand shall be deemed to be in
the same respective proportions as the total net proceeds from the offering of the Shares (before deducting expenses) received
by the Company and the total Placement Fee received by the Placement Agent, in each case as set forth on the cover of the Prospectus,
bear to the aggregate public offering price of the Shares. The relative fault of the Company on the one hand and the Placement
Agent on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company,
on the one hand, or by the Placement Agent, on the other hand, and the parties’ relevant intent, knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission. The Company and the Placement Agent agree that it would
not be just and equitable if contribution pursuant to this subsection (d) were to be determined by pro rata allocation or
by any other method of allocation which does not take account of the equitable considerations referred to in the first sentence
of this Section 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this Section 6(d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending against any action or claim which is the subject
of this Section 6(d). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.


 



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(d)          Representations
and Agreements to Survive Delivery. The obligations of the Company under this Section 6 shall be in addition to any
liability which the Company may otherwise have. The indemnity and contribution agreements of the parties contained in this Section
6 and the covenants, warranties and representations of the Company contained in this Agreement shall remain operative and in
full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Placement
Agent, any person who controls the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act or any affiliate of the Placement Agent, or by or on behalf of the Company, its directors or officers or any
person who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act,
and (iii) the issuance and delivery of the Shares. The Company and the Placement Agent agree promptly to notify each other of the
commencement of any Proceeding against it and, in the case of the Company, against any of the Company’s officers or directors
in connection with the issuance and sale of the Shares, or in connection with the Registration Statement, the Disclosure Package
or the Prospectus.


 


Section 7.          Information
Furnished by Placement Agent


 


The Company acknowledges
that the statements set forth in the ninth paragraph under the heading “Plan of Distribution” in the Prospectus (the
“Placement Agent Information”) constitute the only information relating to the Placement Agent furnished in
writing to the Company by the Placement Agent as such information is referred to in Sections 2 and 6 hereof.


 


Section 7A.           Right
of First Refusal. 


 


For a period of twelve months from the Closing
Date, the Company will grant to the Placement Agent the right of first refusal to act as, in the Company’s discretion, lead
underwriter or a co-manager with at least 50% of the economics, or, in the case of a three-underwriter or placement agent transaction,
33% of the economics, for each and every future public underwritten or registered equity or equity-linked offerings during such
twelve month period of the Company, or any successor to or any Subsidiary.


 


Section 8.          Termination.



 


(a)          The Placement Agent
shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the Closing
Date, without liability on the part of the Placement Agent to the Company, if (i) prior to delivery and payment for the Shares
(A) trading in the Ordinary Shares of the Company shall have been suspended or materially limited on any exchange or in the over-the-counter
market, (B) a general moratorium on commercial banking activities shall have been declared by federal or New York state authorities,
(C) there shall have occurred any outbreak or material escalation of hostilities or acts of terrorism involving the United States
or there shall have been a declaration by the United States of a national emergency or war, (D) there shall have occurred any other
calamity or crisis or any material change in general economic, political or financial conditions in the United States or elsewhere,
if the effect of any such event specified in clause (C) or (D), in the reasonable judgment of the Placement Agent, makes it impractical
or inadvisable to proceed with the completion of the sale of and payment for the Shares on the Closing Date on the terms and in
the manner contemplated by this Agreement, the Disclosure Package and the Prospectus, or (ii) since the time of execution of this
Agreement or the earlier respective dates as of which information is given in the Disclosure Package, there has been (A) any Material
Adverse Effect or (B) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of
such character that in the reasonable judgment of the Placement Agent would, individually or in the aggregate, result in a Material
Adverse Effect and which would, in the judgment of the Placement Agent, make it impracticable or inadvisable to proceed with the
offering or the delivery of the Shares on the terms and in the manner contemplated in the Disclosure Package. Any such termination
shall be without liability of any party to any other party except that the provisions of Section 4, Section 6, Section
8(b) and Section 11 hereof shall at all times be effective notwithstanding such termination.


 



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(b)          If
(1) this Agreement shall be terminated by the Placement Agent pursuant to Section 5, Section 8(a)(i)(B) or Section
8(a)(ii)(A) or (2) the sale of the Shares to Investors is not consummated because of any failure, refusal or inability on the
part of the Company to comply with the terms or perform any agreement or obligation of this Agreement or any Subscription Agreement,
other than by reason of a default by the Placement Agent, the Company will pay the amounts described in Section 4 hereof.


 


(c)          The
Company may terminate this Agreement in the event all of the following occur: (i) the Closing has not occurred on or before May
24, 2012; (ii) all of the conditions to the Closing have been satisfied on the Closing Date, other than those conditions relating
to actions to be taken at the Closing by Investors; and (iii) all of the conditions to the Placement Agent’s obligations
contained in Section 5 hereof have been satisfied on the Closing Date. Any such termination shall be without liability of any party
to any other party except that the provisions of Section 4, Section 6, Section 8(b) and Section 11
hereof shall at all times be effective notwithstanding such termination.


 


Section 9.          Notices.



 


All statements, requests,
notices and agreements hereunder shall be in writing or by facsimile, and:


 


(a)          if
to the Placement Agent, shall be delivered or sent by mail, telex or facsimile transmission to:


 


Aegis Capital Corp., 810 Seventh Avenue, 11th Floor,
New York, NY 10019





Attention: David
Bocchi


 


with a copy (which shall not constitute
notice) to:


 


Zysman Aharoni Gayer and Sullivan
& Worcester LLP


1290 Avenue of the Americas,
29th Floor, New York, NY 10104


Attention: Oded Har-Even, Esq.


 


(b)          if
to the Company shall be delivered or sent by mail, telex or facsimile transmission to:


 


Rosetta Genomics Ltd.


10 Plaut Street, Science Park


Rehovot 76707 Israel


Attention: Kenneth A. Berlin


 



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with a copy (which shall not constitute
notice) to:


 


Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C.


One Financial Center, Boston,
MA 02111


Attention: Brian P. Keane, Esq.


 


Any such notice shall be effective only
upon receipt. Any party to this Agreement may change such address for notices by sending to the parties to this Agreement written
notice of a new address for such purpose.


 


Section 10.         Persons
Entitled to Benefit of Agreement.


 


This Agreement shall
inure to the benefit of and shall be binding upon the Placement Agent, the Company and their respective successors and assigns
and the controlling persons, officers and directors referred to in Section 6. Nothing in this Agreement is intended or shall
be construed to give to any other person, firm or corporation, other than the persons, firms or corporations mentioned in the preceding
sentence, any legal or equitable remedy or claim under or in respect of this Agreement, or any provision herein contained. The
term “successors and assigns” as herein used shall not include any purchaser of the Shares by reason merely of such
purchase.


 


Section 11.         Governing
Law.


 


This Agreement shall
be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws
provisions thereof.


 


Section 12.         No
Fiduciary Relationship.


 


The Company hereby
acknowledges that the Placement Agent is acting solely as a placement agent in connection with the offering of the Company’s
securities. The Company further acknowledges that the Placement Agent is acting pursuant to a contractual relationship created
solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Placement Agent
act or be responsible as a fiduciary to the Company, its management, stockholders, creditors or any other person in connection
with any activity that the Placement Agent may undertake or have undertaken in furtherance of the offering of the Company’s
securities, either before or after the date hereof. The Placement Agent hereby expressly disclaim any fiduciary or similar obligations
to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions,
and the Company hereby confirms its understanding and agreement to that effect. The Company and the Placement Agent agree that
they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions
or views expressed by the Placement Agent to the Company regarding such transactions, including but not limited to any opinions
or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to
the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have
against the Placement Agent with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection
with the transactions contemplated by this Agreement or any matters leading up to such transactions.


 


Section 13.         Headings.


 


The Section headings
in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement.


 



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Section 14.         Amendments
and Waivers.


 


No supplement, modification
or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. The failure of a party
to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless
of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.


 


Section 15.         Submission
to Jurisdiction.


 


Except as set forth
below, no Proceeding may be commenced, prosecuted or continued in any court other than the courts of the State of New York located
in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall
have jurisdiction over the adjudication of such matters, and the Company hereby consents to the jurisdiction of such courts and
personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any court in
which any Proceeding arising out of or in any way relating to this Agreement is brought by any third party against the Placement
Agent. The Company and the Placement Agent each hereby waives all right to trial by jury in any Proceeding (whether based upon
contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company and the Placement Agent each
agrees that a final judgment in any such Proceeding brought in any such court shall be conclusive and binding upon such party and
may be enforced in any other courts in the jurisdiction of which such party is or may be subject, by suit upon such judgment.


 


Section 16.         Counterparts.


 


This Agreement may
be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be
deemed to be an original and all such counterparts shall together constitute one and the same instrument. Delivery of an executed
counterpart by facsimile shall be effective as delivery of a manually executed counterpart thereof.


 



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If the foregoing is in
accordance with your understanding of the agreement between the Company and the Placement Agent, kindly indicate your acceptance
in the space provided for that purpose below.


 


	 	Very truly yours,
	 	 
	 	ROSETTA GENOMICS LTD.
	 	 	 
	 	By:	/s/ Kenneth A. Berlin
	 	 	Name: Kenneth A. Berlin
	 	 	Title:   Chief Executive Officer


 


Accepted as of





the date first above written:


 


AEGIS CAPITAL CORP.


 


	By:	/s/ David Bocchi
	 	Name: David Bocchi
	 	Title: Senior Managing Director of Investment Banking


 



    	 



    	 



    

 


EXHIBIT B


 


Offering Terms


 


Number of Shares: 632,057


Price per Share: $3.50