EXHIBIT 4.1


 


Purchase Option Agreement


 


THE REGISTERED HOLDER
OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT
AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE HUNDRED AND EIGHTY DAYS FROM APRIL 12, 2012 TO ANYONE OTHER THAN A BONA FIDE
OFFICER OR PARTNER OF AEGIS CAPITAL CORP.


 


THIS PURCHASE OPTION
IS NOT EXERCISABLE PRIOR TO THE COMMENCEMENT DATE (AS DEFINED BELOW) AND IS VOID AFTER 5:00 P.M., EASTERN TIME, APRIL 12, 2017.


 


PURCHASE OPTION


 


For the Purchase of Ordinary Shares


of


Rosetta Genomics Ltd


 


1.           Purchase
Option. THIS PURCHASE OPTION CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Aegis Capital Corp. (“Holder”),
as registered owner of this Purchase Option, to Rosetta Genomics Ltd. (the “Company”), Holder is entitled, at
any time or from time to time from the later of (i) the date that the Company has enough authorized and unreserved ordinary shares
available to cover the issuance of the Shares (as defined below) upon exercise of this Purchase Option (after reserving any ordinary
shares issuable upon the exercise of options, warrants, convertible debt and other convertible securities outstanding as of the
date of the issuance hereof and shares reserved for issuance under the Company’s stock plans as of the date of the issuance
hereof) and (ii) April 12, 2013 (such later date, the “Commencement Date”), and at or before 5:00 p.m., Eastern
time, April 12, 2017 (the  “Expiration Date”), but not thereafter, to subscribe for, purchase and
receive, in whole or in part, up to 202,500 ordinary shares of the Company, par value NIS 0.04 per share (the “Shares”),
subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized
by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with
the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate
the Purchase Option. This Purchase Option is initially exercisable at $0.2125 per Share; provided, however, that
upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the
exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The
term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the
context.


 



    	 



    	 



    

 


2.           Exercise.


 


2.1           Exercise
Form. In order to exercise this Purchase Option, the exercise form attached hereto must be duly executed and completed and
delivered to the Company, together with this Purchase Option and payment of the Exercise Price for the Shares being purchased payable
in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official
bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern Time, on the Expiration
Date, this Purchase Option shall become and be void without further force or effect, and all rights represented hereby shall cease
and expire.


 


2.2           Cashless
Exercise.  In lieu of exercising this Purchase Option by payment of cash or check payable to the order of the Company
pursuant to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase Option (or
the portion thereof being exercised), by surrender of this Purchase Option to the Company, together with the exercise form attached
hereto, in which event the Company will issue to Holder Shares in accordance with the following formula:


 


	

X	

=	Y(A-B)	 
	A	 
	 	 
	Where,	
        X
	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Option is being exercised;
	 	A	=	The fair market value of one Share; and
	 	B	=	The Exercise Price.
	 	 	 	 	 	 


For purposes
of this Section 2.2, the fair market value of a Share is defined as follows:


 


(i)          if
the Company’s ordinary shares are traded on a securities exchange, the value shall be deemed to be the average closing price
over the last 30 trading days for the Company’s ordinary shares trading on such exchange prior to the exercise form being
submitted in connection with the exercise of the Purchase Option;


 


(ii)         if
the Company’s ordinary shares are traded or quoted over-the-counter, the value shall be deemed to be the closing bid price
over the last 30 trading days for the Company’s ordinary shares traded or quoted over-the-counter prior to the exercise form
being submitted in connection with the exercise of the Purchase Option; or


 


(iii)        if
there is no public market for the Company’s ordinary shares, the value shall be the fair market value thereof, as determined
in good faith by the Company’s Board of Directors.         






2.3         Legend.
Each certificate for the securities purchased under this Purchase Option shall bear a legend as follows unless such securities
have been registered under the Securities Act of 1933, as amended (the “Act”):


 


“The securities
represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”),
or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred
except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act
and applicable state law which, in the opinion of counsel to the Company, is available.”


 



    	 



    	 



    

 


3.           Transfer.


 


3.1           General
Restrictions. The registered Holder of this Purchase Option agrees by his, her or its acceptance hereof, that such Holder will
not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Option for a period of one hundred eighty (180) days following
the date of the issuance hereof (such date of issuance, the “Effective Date”) to anyone other than: a bona fide
officer or partner of Aegis, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Purchase Option or
the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would
result in the effective economic disposition of this Purchase Option or the securities hereunder, except as provided for in FINRA
Rule 5110(g)(2). On and after one hundred eighty (180) days after the Effective Date, transfers to others may be made subject to
compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver
to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Option and payment of
all transfer taxes, if any, payable in connection therewith. The Company shall within five (5) Business Days transfer this Purchase
Option on the books of the Company and shall execute and deliver a new Purchase Option or Purchase Options of like tenor to the
appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder or such
portion of such number as shall be contemplated by any such assignment.


 


3.2           Restrictions
Imposed by the Act. Notwithstanding Section 3.1 hereof, this Purchase Option and/or any or all of the Shares shall not be transferred
unless and until: (i) the Company has received the opinion of counsel for the Holder that this Purchase Option and/or any or all
of the Shares may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws,
the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written
opinion of Zysman Aharoni Gayer and Sullivan & Worcester LLP shall be deemed satisfactory evidence of the availability of an
exemption), or (ii) a registration statement or a post-effective amendment to such registration statement relating to the offer
and sale of this Purchase Option and/or any or all of the Shares has been filed by the Company and declared effective by the U.S.
Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law
has been established.


 


3.3           Legend
Removal. Upon the exercise of the Holder’s rights to cashless exercise pursuant to Section 2.2 hereof and subject to
the transfer restrictions set forth in Section 3.1 hereof, the Company shall, at its own expense, cause its counsel to issue a
legal opinion to the Transfer Agent promptly after the Effective Date if required by the Transfer Agent to effect the removal of
the legend hereunder. If all or any portion of a Purchase Option is exercised at a time when there is an effective registration
statement to cover the resale of the Shares, or if such Shares may be sold under Rule 144 and the Company is then in compliance
with the current public information required under Rule 144, or if the Shares may be sold under Rule 144 without the requirement
for the Company to be in compliance with the current public information required under Rule 144 as to such Shares or if such legend
is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements
issued by the staff of the Commission) then such Shares shall be issued free of all legends or sold pursuant to Rule 144, as applicable.
The Company agrees that at such time as such legend is no longer required under this Section 3.3, it will, no later than five business
days following the delivery by a Holder to the Company or the Transfer Agent of a certificate representing Securities issued with
a restrictive legend (such fifth business day, the “Legend Removal Date”), deliver or cause to be delivered
to such Holder a certificate representing such Shares that is free from all restrictive and other legends. . The Company Certificates
for Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account
of the Holder’s prime broker with the Depository Trust Company System as directed by such Holder. “Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 



    	 



    	 



    

 


4.           New
Purchase Options to be Issued.


 


4.1           Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Option may be exercised or assigned in
whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Option for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax
if exercised pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase
Option of like tenor to this Purchase Option in the name of the Holder evidencing the right of the Holder to purchase the number
of Shares purchasable hereunder as to which this Purchase Option has not been exercised or assigned.


 


4.2           Lost Certificate.
Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Option
and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Option
of like tenor and date. Any such new Purchase Option executed and delivered as a result of such loss, theft, mutilation or destruction
shall constitute a substitute contractual obligation on the part of the Company.


 


5.           Adjustments.


 


5.1           Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Option shall
be subject to adjustment from time to time as hereinafter set forth:


 


5.1.1        Share
Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 5.3 below, the number of outstanding
Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective
day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding shares,
and the Exercise Price shall be proportionately decreased.


 


5.1.2         Aggregation
of Shares. If, after the date hereof, and subject to the provisions of Section 5.3 below, the number of outstanding Shares
is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date
thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding shares and
the Exercise Price shall be proportionately increased.


 


5.1.3         Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than
a change covered by Section 5.1.1 or 5.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share
reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than a consolidation or
share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the
property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder
of this Purchase Option shall have the right thereafter (until the expiration of the right of exercise of this Purchase Option)
to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the
kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder
of the number of Shares of the Company obtainable upon exercise of this Purchase Option immediately prior to such event; and if
any reclassification also results in a change in Shares covered by Section 5.1.1 or 5.1.2, then such adjustment shall be made pursuant
to Sections 5.1.1, 5.1.2 and this Section 5.1.3. The provisions of this Section 5.1.3 shall similarly apply to successive reclassifications,
reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.


 



    	 



    	 



    

 


5.1.4         Changes
in Form of Purchase Option. This form of Purchase Option need not be changed because of any change pursuant to this Section
5.1, and Purchase Options issued after such change may state the same Exercise Price and the same number of Shares as are stated
in the Purchase Options initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase
Options reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the
Commencement Date or the computation thereof.


 


5.2           Substitute
Purchase Option. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with
or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification
or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall
execute and deliver to the Holder a supplemental Purchase Option providing that the holder of each Purchase Option then outstanding
or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Option) to receive, upon exercise
of such Purchase Option, the kind and amount of shares of stock and other securities and property receivable upon such consolidation
or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which such Purchase Option might
have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental
Purchase Option shall provide for adjustments which shall be identical to the adjustments provided for in this Section 5. The above
provision of this Section shall similarly apply to successive consolidations or share reconstructions or amalgamations.


 


5.3           Elimination of Fractional
Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise of the
Purchase Option, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of
the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, in accordance
with any resolution by the Company’s General Assembly or Board of Directors or, if no such resolution is made, to the nearest
whole number of Shares or other securities, properties or rights.


 


6.          Reservation and Listing.
From the time that the Company has sufficient authorized and unreserved Shares, the Company shall at all times reserve and keep
available out of its authorized shares, solely for the purpose of issuance upon exercise of the Purchase Options, such number of
Shares or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees
that, upon exercise of the Purchase Options and payment of the Exercise Price therefor, in accordance with the terms hereby, all
Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not
subject to preemptive rights of any shareholder. The Company further covenants and agrees that upon exercise of the Purchase Option
and payment of the exercise price therefor, all Shares and other securities issuable upon such exercise shall be duly and validly
issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. As long as the Purchase Options
shall be outstanding, the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of the
Purchase Options to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable,
on the OTC Bulletin Board or any successor trading market) on which the Shares may then be listed and/or quoted. Holder acknowledges
that as of the date of issuance of this Purchase Option, the Company does not have sufficient authorized and unreserved Shares
for issuance upon exercise of this Purchase Option. The Company covenants to include a proposal at the next general meeting of
the Company’s shareholders to increase the number of authorized ordinary shares in an amount sufficient to cover the issuance
of the Shares upon exercise of this Purchase Option, and agrees to recommend that the shareholders approve such proposal. The Company
further agrees to hold a general meeting no later than January 1, 2013.


 



    	 



    	 



    

 


7.          Certain
Notice Requirements.


 


7.1           Holder's
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to
receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder
of the Company. If, however, at any time prior to the expiration of the Purchase Options and their exercise, any of the events
described in Section 7.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event
at least ten days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the
shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of
the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder
a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is
given to the shareholders.


 


7.2         Events Requiring
Notice. The Company shall be required to give the notice described in this Section 7 upon one or more of the following events:
(i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings,
as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer
to all the holders of its ordinary shares any additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution,
liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation)
or a sale of all or substantially all of its property, assets and business shall be proposed.


 


7.3         Notice of
Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section
5 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe
the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company's
Chief Financial Officer.


 


7.4         Transmittal
of Notices. All notices, requests, consents and other communications under this Purchase Option shall be in writing and shall
be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered
Holder of the Purchase Option, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to
following address or to such other address as the Company may designate by notice to the Holders:


 



    	 



    	 



    

 


If to the Holder:


 


Aegis Capital Corp.

810 Seventh Avenue, 11th Floor

New York, New York 10019

Attn: Mr. David Bocchi, Managing Director of


Investment Banking


Fax No.: (212) 813-1047


 


Copy to:


 


Zysman Aharoni Gayer and Sullivan & Worcester
LLP


1290 Avenue of the Americas, 29th Floor


New York, NY 10104


Attn: Oded Har-Even, Esq.


Fax No. (212) 660 3001


 


If to the Company:


 


Rosetta Genomics Ltd


10 Plaut Street, Science Park


Rehovot 76707 Israel


Attention: Kenneth A. Berlin


Fax No: 972-73-222-0701


 


Copy to:


 


Brian Keane, Esq.

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


One Financial Center

Boston, MA 02111


Attention:
Brian Keane, Esq.


Fax
No.: (617) 542-2241


 


8.           Miscellaneous.


 


8.1           Amendments.
The Company and Aegis may from time to time supplement or amend this Purchase Option without the approval of any of the Holders
in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with
any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company
and Aegis may deem necessary or desirable and that the Company and Aegis deem shall not adversely affect the interest of the Holders.
All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement
of the modification or amendment is sought.


 


8.2         Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Purchase Option.


 



    	 



    	 



    

 


8.3.         Entire
Agreement. This Purchase Option (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Option) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


8.4         Binding
Effect. This Purchase Option shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and
their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Option or any provisions
herein contained.


 


8.5         Governing
Law; Submission to Jurisdiction. This Purchase Option shall be governed by and construed and enforced in accordance with the
laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any
action, proceeding or claim against it arising out of, or relating in any way to this Purchase Option shall be brought and enforced
in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to
such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the
Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal
and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies)
in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys' fees and expenses relating
to such action or proceeding and/or incurred in connection with the preparation therefor.


 


8.6         Waiver,
etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Option shall not
be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Option or any
provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Option.
No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Option shall be effective
unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought;
and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or
subsequent breach, non-compliance or non-fulfillment.


 


8.7         Execution
in Counterparts. This Purchase Option may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmission.


 


[Remainder of page intentionally
left blank]


 



    	 



    	 



    

 


IN WITNESS WHEREOF, the Company has caused
this Purchase Option to be signed by its duly authorized officer as of the ____ day of April, 2012.


 


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


 



    	 



    	 



    

 


[Form to be used to
exercise Purchase Option:]


 


Date: __________, 20___


 


The undersigned
hereby elects irrevocably to exercise the Purchase Option for ______ ordinary shares of the Company and hereby makes payment of
$____ (at the rate of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this
Purchase Option is exercised in accordance with the instructions given below and, if applicable, a new Purchase Option representing
the number of Shares for which this Purchase Option has not been exercised.


 


or


 


The undersigned
hereby elects irrevocably to convert its right to purchase ___ Shares under the Purchase Option for ______ Shares, as determined
in accordance with the following formula: 





 


	 	

X	

=	Y(A-B)	 
	A	 


 


	Where,	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Option is being exercised;
	 	A	=	The fair market value of one Share which is equal to $_____; and
	 	B	=	The Exercise Price which is equal to $______ per share





 


The undersigned
agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with
respect to the calculation shall be resolved by the Company in its sole discretion.


 


Please issue
the Shares as to which this Purchase Option is exercised in accordance with the instructions given below and, if applicable, a
new Purchase Option representing the number of Shares for which this Purchase Option has not been converted.


 


Signature


 


Signature Guaranteed


 



    	 



    	 



    

 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


Name:


 


(Print in Block Letters)


 


Address:


 


NOTICE: The signature
to this form must correspond with the name as written upon the face of the Purchase Option without alteration or enlargement or
any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange.


 



    	 



    	 



    

 


[Form to be used to assign Purchase Option:]


 


ASSIGNMENT


 


(To be executed by the registered Holder
to effect a transfer of the within Purchase Option):


 


FOR VALUE RECEIVED, __________________
does hereby sell, assign and transfer unto the right to purchase shares of Rosetta Genomics Ltd (the “Company”)
evidenced by the Purchase Option and does hereby authorize the Company to transfer such right on the books of the Company.


 


Dated: __________, 20__


 


Signature


 


Signature Guaranteed


 


NOTICE: The signature
to this form must correspond with the name as written upon the face of the within Purchase Option without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having
membership on a registered national securities exchange.