Global
Plan (Rosetta)

     

    ROSETTA GENOMICS LTD.

     

    GLOBAL SHARE INCENTIVE PLAN (2006)

     

    
      	
              1.

            	
              NAME AND PURPOSE.

            


    

     

    
      	
              1.1

            	
              This
      plan, which has been adopted by the Board of Directors of the Company,
      Rosetta Genomics Ltd., as amended from time to time, shall be known as the
      Rosetta Genomics Ltd. Global Share Incentive Plan (2006) (the “Plan”).

            


    

     

    
      
        	
                1.2

              	
                The
      purposes of the Plan are to attract and retain the best available
      personnel for positions of substantial responsibility, to provide
      additional incentive to Service Providers of the Company and its
      affiliates and subsidiaries, if any, and to promote the Company's business
      by providing such individuals with opportunities to receive Awards
      pursuant to the Plan and to strengthen the sense of common interest
      between such individuals and the Company's
  Shareholders.

              


      

    

     

    
      	
              1.3

            	
              Awards
      granted under the Plan to Service Providers in various jurisdictions may
      be subject to specific terms and conditions for such grants may be set
      forth in one or more separate Appendix to the Plan, as may be approved by
      the Board of Directors of the Company from time to
  time.

            


    

     

    
      	
              2.

            	
              DEFINITIONS

            


    

     

    “Administrator”
shall mean the Board of Directors or a Committee.

     

    "Affiliate"
shall mean a company directly or indirectly controlled by, controlling or under
common control with the Company, unless otherwise defined in an
Appendix.

     

    “Appendix”
shall mean any appendix to the Plan adopted by the Board of Directors containing
country-specific or other special terms relating to Awards including additional
terms with respect to grants of restricted stock and/or other equity-based
Awards.

     

    “Award”
shall mean a grant of Options or allotment of Shares or other equity based award
hereunder. All Awards shall be confirmed by an Award Agreement, and subject to
the terms and conditions of such Award Agreement.

     

    “Award
Agreement” shall mean a written instrument setting forth the terms
applicable to a particular Award.

     

    “Board
of Directors” shall mean the board of directors of the
Company.

     

    “Cause”
shall have the meaning ascribed to such term or a similar term as set
forth in the Participant's employment agreement or the agreement governing the
provision of services by a non-employee Service Provider, or, in the absence of
such a definition: (i) conviction (or plea of nolo
contendere) of any felony or crime involving moral turpitude or affecting
the Company; (ii) repeated and unreasonable refusal to carry out a reasonable
and lawful directive of the Company or of Participant’s supervisor which
involves the business of the Company or its affiliates and was capable of being
lawfully performed; (iii) fraud or embezzlement of funds of the Company or its
affiliates; (iv) any breach by a director of his / her fiduciary duties or
duties of care towards the Company; and (v) any disclosure of confidential
information of the Company or breach of any obligation not to compete with the
Company or not to violate a restrictive covenant.

     

    “Committee”
shall mean a compensation committee or other committee as may be appointed and
maintained by the Board of Directors, in its discretion, to administer the Plan,
to the extent permissible under applicable law, as amended from time to
time.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Companies
Law” shall mean the Israeli Companies Law 5759-1999, as amended from time
to time.

     

    “Company”
shall mean Rosetta Genomics Ltd., an Israeli company, and its successors
and assigns.

     

    “Consultant”
means any entity or individual who (either directly or, in the case of an
individual, through his or her employer) is an advisor or consultant to the
Company or any Subsidiary.

     

    “Corporate
Charter” shall mean the Articles of Association of the Company, and any
subsequent amendments or replacements thereto.

     

    “Disability”
shall have the meaning ascribed to such term or a similar term in the
Appendix under which an Award is made and/or a Participant's employment
agreement (where applicable), or in the absence of such a definition, the
inability of the Participant, in the opinion of a qualified physician acceptable
to the Company, to perform the major duties of the Participant’s position with
the Company because of the sickness or injury of the Participant for a
consecutive period of 180 days.

     

    “Fair
Market Value” shall mean, unless otherwise provided in an Appendix, the
value of Shares as of any date, determined as follows:

     

    (i) If
the Shares are listed on any established stock exchange or traded on the Nasdaq
National Market or the Nasdaq Small Cap Market, the Fair Market Value of a Share
of common stock of the Company shall be the closing sales price for such stock
(or the closing bid, if no sales were reported) as quoted on such exchange or
market (or the exchange or market with the greatest volume of trading in the
common stock) on the last market trading day prior to the day of determination,
as reported in The Wall Street Journal or such other source as the Board deems
reliable.

     

    (ii) In
the absence of such markets for the Shares, the Fair Market Value shall be
determined in good faith by the Board.

     

    “Options”
shall mean options to purchase Shares awarded under the Plan.

     

    “Participant”
shall mean a recipient of an Award hereunder who executes an Award
Agreement.

     

    “Restricted
Stock” means an Award of Shares under this Plan that is subject to the
terms and conditions of Section 7.

     

    “Service
Provider” shall mean an employee, director, office holder or Consultant
of the Company or its subsidiaries or affiliates.

     

    “Shares”
shall mean Ordinary Shares, nominal value NIS 0.01 per share, of the
Company.

     

    “Transaction”
shall have the meaning set forth in Section 10.2.

     

    
      	
              3.

            	
              ADMINISTRATION OF THE
      PLAN.

            


    

     

    
      	
              3.1

            	
              The
      Plan will be administered by the Administrator. If the Administrator is a
      Committee, such Committee will consist of such number of Directors of the
      Company (not less than two in number), as may be determined from time to
      time by the Board of Directors. The Board of Directors shall appoint such
      members of the Committee, may from time to time remove members from, or
      add members to, the Committee, and shall fill vacancies in the Committee
      however caused.

            


    

     

    
      	
              3.2

            	
               The
      Committee, if appointed, shall select one of its members as its Chairman
      and shall hold its meetings at such times and places as it shall
      determine. Actions at a meeting of the Committee at which a majority of
      its members are present or acts approved in writing by all members of the
      Committee, shall be the valid acts of the Committee. The Committee shall
      appoint a Secretary, who shall keep records of its meetings and shall make
      such rules and regulations for the conduct of its business and the
      implementation of the Plan, as it shall deem advisable, subject to the
      directives of the Board of Directors and in accordance with applicable
      law.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              3.3

            	
              Subject
      to the general terms and conditions of the Plan, and in particular Section
      3.4 below, the Administrator shall have full authority in its discretion,
      from time to time and at any time, to determine (i) eligible Participants,
      (ii) the number of Options or Shares to be covered by each Award, (iii)
      the time or times at which the Award shall be granted, (iv) the vesting
      schedule and other terms and conditions applying to Awards, (v) the
      form(s) of written agreements applying to Awards, and (vi) any other
      matter which is necessary or desirable for, or incidental to, the
      administration of the Plan and the granting of Awards. The Board of
      Directors may, in its sole discretion, delegate some or all of the powers
      listed above to the Committee, to the extent permitted by the Companies
      Law, its Corporate Charter or other applicable
  law.

            


    

     

    
      	
              3.4

            	
              No
      member of the Board of Directors or of the Committee shall be liable for
      any action or determination made in good faith with respect to the Plan or
      any Award granted hereunder. Subject to the Company’s decision and to all
      approvals legally required, each member of the Board or the Committee
      shall be indemnified and held harmless by the Company against any cost or
      expense (including counsel fees) reasonably incurred by him or her, or any
      liability (including any sum paid in settlement of a claim with the
      approval of the Company) arising out of any act or omission to act in
      connection with the Plan unless arising out of such member's own willful
      misconduct or bad faith, to the fullest extent permitted by applicable
      law. Such indemnification shall be in addition to any rights of
      indemnification the member may have as a director or otherwise under the
      Company's Charter Documents, any agreement, any vote of stockholders or
      disinterested directors, insurance policy or
  otherwise.

            


    

     

    
      	
              3.5

            	
              The
      interpretation and construction by the Administrator of any provision of
      the Plan or of any Option hereunder shall be final and conclusive. In the
      event that the Board appoints a Committee, the interpretation and
      construction by the Committee of any provision of the Plan or of any
      Option hereunder shall be conclusive unless otherwise determined by the
      Board of Directors. To avoid doubt, the Board of Directors may at any time
      exercise any powers of the Administrator, notwithstanding the fact that a
      Committee has been appointed.

            


    

     

    
      	
              3.6

            	
              The
      Administrator shall have the authority to adopt, alter and repeal such
      administrative rules, guidelines and practices governing the Plan and
      perform all acts, including the delegation of its responsibilities (to the
      extent permitted by applicable law and applicable stock exchange rules),
      as it shall, from time to time, deem advisable; to construe and interpret
      the terms and provisions of the Plan and any Award issued under the Plan
      (and any agreements relating thereto); and to otherwise supervise the
      administration of the Plan. The Administrator may correct any defect,
      supply any omission or reconcile any inconsistency in the Plan or in any
      agreement relating thereto in the manner and to the extent it shall deem
      necessary to effectuate the purpose and intent of the Plan.
      Notwithstanding the foregoing, no action of the Administrator under this
      Section 3.7 not otherwise provided for herein or in an Award Agreement
      shall reduce the rights of any Participant without the Participant’s
      consent.

            


    

     

    
      	
              3.7

            	
              Without
      limiting the generality of the foregoing, the Administrator may adopt
      special Appendices and/or guidelines and provisions for persons who are
      residing in or employed in, or subject to, the taxes of, any domestic or
      foreign jurisdictions, to comply with applicable laws, regulations, or
      accounting, listing or other rules with respect to such domestic or
      foreign jurisdictions.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              4.

            	
              ELIGIBLE PARTICIPANTS.

            


    

     

    
      	
              4.1

            	
              No
      Award may be granted pursuant to the Plan to any person serving as a
      member of the Committee or to any other Director of the Company at the
      time of the grant, unless such grant is approved in the manner prescribed
      for the approval of compensation of directors under the Companies
      Law.

            


    

     

    
      	
              4.2

            	
              Subject
      to the limitation set forth in Sub-section 4.1 above and any restriction
      imposed by applicable law, Awards may be granted to any Service Provider
      of the Company, whether or not a director of the Company or its
      affiliates. The grant of an Award to a Participant hereunder shall neither
      entitle such Participant to receive an additional Award or participate in
      other incentive plans of the Company, nor disqualify such Participant from
      receiving and additional Award or participating in other incentive plans
      of the Company.

            


    

     

    
      	
              5.

            	
              RESERVED SHARES.

            


    

     

    The
Company shall determine the number of Shares reserved hereunder from time to
time, and such number may be increased or decreased by the Company from time to
time. Any Shares under the Plan, in respect of which the right hereunder of a
Participant to purchase the same shall for any reason terminate, expire or
otherwise cease to exist, shall again be available for grant as Awards under the
Plan. Any Shares that remain unissued and are not subject to Awards at the
termination of the Plan shall cease to be reserved for purposes of the Plan.
Until termination of the Plan the Company shall at all times reserve a
sufficient number of Shares to meet the requirements of the Plan.

     

    
      	
              6.

            	
              AWARD AGREEMENT.

            


    

     

    
      
        	
                6.1

              	
                The
      Board of Directors in its discretion may award to Participants Awards
      available under the Plan. The terms of the Award will be set forth in the
      Award Agreement. The date of grant of each Award shall be the date
      specified by the Board of Directors at the time such award is made, or in
      the absence of such specification, the date of approval of the award by
      the Board of Directors.

              


      

    

     

    
      	
              6.2

            	
              The
      Award Agreement shall state, inter
      alia, the number of Options,Shares or equity-based units covered
      thereby, the type of Option, Share-based or other grant awarded, any
      special terms applying to such Award (if any), including the terms of any
      country-specific or other applicable Appendix, as determined by the Board
      of Directors.

            


    

     

    
      	
              7.

            	
              RESTRICTED
      STOCK AND
      OTHER
      EQUITY-BASED
      AWARDS.

            


    

     

    
      	
              7.1

            	
              Eligibility.
      Restricted Stock may be issued to all Participants either alone or
      in addition to other Awards granted under the Plan. The Administrator
      shall determine the eligible Participants to whom, and the time or times
      at which, grants of Restricted Stock will be made, the number of shares to
      be awarded, the purchase price (if any) to be paid by the Participant
      (subject to Section 7.2), the time or times at which such Awards may be
      subject to forfeiture (if any), the vesting schedule (if any) and rights
      to acceleration thereof, and all other terms and conditions of the Awards.
      The Administrator may condition the grant or vesting of Restricted Stock
      upon the attainment of specified performance targets or such other factors
      as the Administrator may determine, in its sole discretion. Unless
      otherwise determined by the Administrator, the Participant shall not be
      permitted to sell or transfer shares of Restricted Stock awarded under
      this Plan during a period set by the Administrator (if any) (the “Restriction
      Period”) commencing with the date of such Award, as set forth in
      the applicable Award Agreement.

            


    

     

    
      	
              7.2

            	
              Terms.
      A Participant selected to receive Restricted Stock shall not have any
      rights with respect to such Award, unless and until such Participant has
      delivered a fully executed copy of the ward Agreement evidencing the Award
      to the Company and has otherwise complied with the applicable terms and
      conditions of such Award. The purchase price of Restricted Stock shall be
      determined by the Administrator, but shall not be less than as permitted
      under applicable law. Awards of Restricted Stock must be accepted within a
      period of 60 days (or such shorter period as the Administrator may specify
      at grant) after the grant date, by executing an Award Agreement and by
      paying whatever price (if any) the Administrator has designated
      thereunder.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              7.3

            	
              Legend.
      Each Participant receiving Restricted Stock shall be issued a stock
      certificate in respect of such shares of Restricted Stock, unless the
      Administrator elects to use another system, such as book entries by the
      transfer agent, as evidencing ownership of Restricted Stock. Such
      certificate shall be registered in the name of such Participant, and shall
      bear an appropriate legend referring to the terms, conditions, and
      restrictions applicable to such Award, substantially in the following form
      (as well as other legend required by the Administrator pursuant to Section
      19.3 below):

            


    

     

    “The
anticipation, alienation, attachment, sale, transfer, assignment, pledge,
encumbrance or harge of the shares of stock represented hereby are subject to
the terms and conditions (including forfeiture) of the Rosetta Genomics Ltd.
Global Incentive Plan (2006), and an Award Agreement entered into between the
registered owner and the Company dated ____________. Copies of  such
Plan and Award Agreement are on file at Rosetta Genomics Ltd.”

     

    
      	
              7.4

            	
              Custody.
      The Administrator may require that any certificates evidencing such
      shares be held in custody by the Company until the restrictions thereon
      shall have lapsed, and that, as a condition of any Restricted Stock Award,
      the Participant shall have delivered a duly signed power, endorsed in
      blank, relating to the Shares covered by such
  Award.

            


    

     

    
      	
              7.5

            	
              Rights
      as Shareholder. Except as provided in this Section and Section 7.4
      above and as otherwise determined by the Administrator and set forth in
      the Award Agreement, the Participant shall have, with respect to the
      Shares of Restricted Stock, all of the rights of a holder of Shares
      including, without limitation, the right to receive any dividends, the
      right to vote such shares and, subject to and conditioned upon the full
      vesting of shares of Restricted Stock, the right to tender such shares.
      Notwithstanding the foregoing, the payment of dividends shall be deferred
      until, and conditioned upon, the expiration of the applicable Restriction
      Period, unless the Administrator, in its sole discretion, specifies
      otherwise at the time of the Award.

            


    

     

    
      	
              7.6

            	
              Lapse
      of Restrictions. If and when the Restriction Period expires without
      a prior forfeiture of the Restricted Stock subject to such Restriction
      Period, the certificates for such Shares shall be delivered to the
      Participant. All legends shall be removed from said certificates at the
      time of delivery to the Participant except as otherwise required by this
      Plan, the Award Agreement and applicable
law.

            


    

     

    Notwithstanding
the foregoing, actual certificates shall not be issued to the extent that book
entry recordkeeping is used.

     

    
      	
              7.7

            	
              Other
      Equity-Based Awards. Other equity-based Awards (including, without
      limitation, restricted stock units and performance share awards) may be
      granted either alone or in addition to or other Awards granted under the
      Plan to all eligible Participants pursuant to such terms and conditions as
      the Administrator may determine, including without limitation, in one or
      more appendix adopted by the administrator and appended to this
      Plan.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              8.

            	
              EXERCISE OF OPTION.

            


    

     

    
      	
              8.1

            	
              Options
      shall be exercisable pursuant to the terms under which they were awarded
      and subject to the terms and conditions of the Plan and any applicable
      Appendix, as specified in the Award
Agreement.

            


    

     

    
      	
              8.2

            	
              The
      exercise price for each share to be issued upon exercise of an Option
      shall be such price as is determined by the Board in its discretion,
      provided that the price per Share is not less than the nominal value of
      each Share, or to the extent required pursuant to applicable law, not less
      than 100% of the Fair Market Value of a Share on the date of
      grant.

            


    

     

    
      	
              8.3

            	
              An
      Option, or any part thereof, shall be exercisable by the Participant's
      signing and returning to the Company at its principal office (and to the
      Trustee, where applicable), a "Notice of Exercise" in such form and
      substance as may be prescribed by the Board of Directors from time to
      time, together with full payment for the Shares underlying such
      Option.

            


    

     

    
      	
              8.4

            	
              Each
      payment for Shares under an Option shall be in respect of a whole number
      of Shares, shall be effected in cash or by check payable to the order of
      the Company, or such other method of payment acceptable to the Company as
      determined by the Administrator, and shall be accompanied by a notice
      stating the number of Shares being paid for
  thereby.

            


    

     

    
      	
              8.5

            	
              Until
      the Shares are issued (as evidenced by the appropriate entry in the share
      register of the Company or of a duly authorized transfer agent of the
      Company) a Participant shall have no right to vote or right to receive
      dividends or any other rights as a shareholder shall exist with respect to
      such Shares, notwithstanding the exercise of the Option. The Company shall
      issue (or cause to be issued) such Shares promptly after the Option is
      exercised. No adjustment will be made for a dividend or other right the
      record date for which is prior to the date the Shares are issued, except
      as provided in Section 10 of the
Plan.

            


    

     

    
      	
              8.6

            	
              To
      the extent permitted by law, if the Share is traded on a national
      securities exchange, The Nasdaq Share Market or quoted on a national
      quotation system sponsored by the National Association of Securities
      Dealers or otherwise publicly traded or quoted, payment for the Shares
      underlying an Option may be made all or in part by the delivery (on a form
      prescribed by the Company) of an irrevocable direction to a securities
      broker approved by the Company to sell Shares and to deliver all or part
      of the sales proceeds to the Company in payment of the exercise price (or
      the relevant portion thereof, as applicable) and any withholding taxes, or
      on such other terms and conditions as may be acceptable to the
      Administrator (including, without limitation, the relinquishment of
      Options or by payment in full or in part in the form of Share owned by the
      Participant for a period of at least six months or such other period
      necessary to avoid accounting treatment adverse to the Company (and for
      which the Participant has good title free and clear of any liens and
      encumbrances) based on the fair market value of the Share on the payment
      date as determined by the Administrator). No Shares shall be issued until
      payment has been made or provided for, as provided
  herein.

            


    

     

    
      	
              9.

            	
              TERMINATION OF RELATIONSHIP AS SERVICE PROVIDER.

            


    

     

    
      	
              9.1

            	
              Effect
      of Termination; Exercise After Termination. Unless otherwise
      determined by the Administrator, if an Participant ceases to be a Service
      Provider, such Participant may exercise any outstanding Options within
      such period of time as is specified in the Award Agreement or the Plan to
      the extent that the Options are vested on the date of termination (but in
      no event later than the expiration of the term of the Option as set forth
      in the Option Agreement). If, on the date of termination, any Options are
      unvested, the Shares covered by the unvested portion of the Option shall
      revert to the Plan. If, after termination, the Participant does not
      exercise the vested Options within the time specified in the Award
      Agreement or the Plan, the Option shall terminate, and the Shares covered
      by such Option shall revert to the Plan. In the absence of a provision
      specifying otherwise in the relevant Award Agreement,
  then:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (a) in
the event that the Participant ceases to be a Service Provider for any reason
other than termination for Cause, or as a result of the Participant's death or
Disability: (i) the vested Options shall remain exercisable for a period of
three (3) months from the Date of Termination or as set forth in Section 13 and
(ii) all Restricted Stock still subject to restriction under the applicable
Restriction Period as of the Date of termination, as set forth in the Award
Agreement, shall be forfeited;

     

    (b) in
the event that the Participant ceases to be a Service Provider for Cause, (i)
all Options will terminate immediately upon the date of such termination for
cause, such that the unvested portion of the Options will not vest, and the
vested portion of the Options will no longer be exercisable; and (ii) all
Restricted Stock still subject to restriction under the applicable Restriction
Period as of the Date of Termination, as set forth in the Award Agreement, shall
be forfeited.

     

    
      	
              9.2

            	
              Date
      of Termination. For purposes of the Plan and any Option or Option
      Agreement, and unless otherwise set forth in the relevant Award Agreement,
      the “Date of Termination”(whether for Cause or otherwise) shall be the
      effective date of termination of the Participant's employment or
      engagement as a Service Provider.

            


    

     

    
      	
              9.3

            	
              Leave
      of Absence. Unless the Administrator provides otherwise, vesting of
      Awards granted hereunder shall be suspended during any unpaid leave of
      absence.

            


    

     

    
      	
              9.4

            	
              Change
      of Status. A Service Provider shall not cease to be considered as
      such in the case of any (a) leave of absence approved by the Company, or
      (b) transfers between locations of the Company or between the Company, and
      its parent, subsidiary, affiliate, or any successor thereof; or (c)
      changes in status (employee to director, employee to consultant, etc.)
      provided that such change does not affect the specific terms applying to
      the Service Provider’s Award.

            


    

     

    
      
        	
                10. 

              	
                ADJUSTMENTS.

              


      

    

     

    Upon the
occurrence of any of the following described events, a Participant's rights to
purchase Shares under the Plan shall be adjusted as hereinafter
provided:

     

    
      	
              10.1

            	
              Changes
      in Capitalization. Subject to any required action by the
      shareholders of the Company, the number of Shares covered by each
      outstanding Award, and the number of Shares which have been authorized for
      issuance under the Plan but as to which no Options or other Award have yet
      been granted or which have been returned to the Plan upon cancellation or
      expiration of an Option or other Award, as well as the price per Share
      covered by each such outstanding Option, shall be proportionately adjusted
      for any increase or decrease in the number of, or other change in, issued
      Shares or the capitalization of the Company, resulting from a stock split,
      reverse stock split, stock dividend, combination, exchange or
      reclassification of the Shares, or any other increase or decrease in the
      number of issued Shares effected without receipt of consideration by the
      Company, or, subject to the discretion of the Board, any repurchase of
      Shares, recapitalization, merger, issuance of warrants or rights, dividend
      or other distribution (other than ordinary cash dividends) to shareholders
      of the Company, spinoff, split-up or other similar corporate event or
      transaction. The conversion of any convertible securities of the Company
      shall not be deemed to have been “effected without receipt of
      consideration.” Such adjustment shall be made by the Board, whose
      determination in that respect shall be final, binding and conclusive.
      Except as expressly provided herein, no issuance by the Company of shares
      of stock of any class, or securities convertible into shares of stock of
      any class, shall affect, and no adjustment by reason thereof shall be made
      with respect to, the number or price of Shares subject to an Option or
      other Award.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              10.2

            	
               Merger,
      Acquisition, or Asset Sale.

            


    

     

    (a) In
the event of (i) a merger or consolidation of the Company with or into another
corporation resulting in such other corporation being the surviving entity or
the direct or indirect parent of the Company or resulting in the Company being
the surviving entity and any other person or entity owning fifty percent (50%)
or more of the outstanding voting power of the Company's securities by virtue of
the transaction, (ii) an acquisition of all or substantially all of the shares
of the Company, or (iii) the sale of all or substantially all of the assets of
the Company (each such event, a “Transaction”), the unexercised or restricted
portion of each outstanding Award shall be assumed or an equivalent Award or
right substituted, by the successor corporation or an affiliate of the successor
corporation, as shall be determined by such entity, subject to the terms
hereof.

     

    In the
event that the successor corporation or a parent or subsidiary of the successor
corporation does not provide for such an assumption or substitution of Options,
all Options shall become exercisable in full on a date no later than ten (10)
days prior to the date of consummation of the Transaction, provided that unless
otherwise determined by the Administrator, the exercise of all Options that
otherwise would not have been exercisable in the absence of a Transaction, shall
be contingent upon the actual consummation of the Transaction.

     

    (b) For
the purposes of this Section 10.2, an Option shall be considered assumed or
substituted if, following a Transaction, the Option confers the right to
purchase or receive, for each Share subject to the Option immediately prior to
the Transaction, the consideration (whether stock, cash, or other securities or
property) received in the merger or sale of Shares or assets by holders of
Shares of the Company for each Share held on the effective date of the
Transaction (and if holders were offered a

     

    choice of
consideration, the type of consideration determined by the Administrator, at its
sole discretion); provided, however, that if the consideration received in the
Transaction is not solely ordinary shares or common stock (or the equivalent) of
the successor corporation or its direct or indirect parent, the Administrator
may, with the consent of the successor corporation, provide for the per share
consideration to be received upon the exercise of the Option to be solely
ordinary shares or common stock (or the equivalent) of the successor corporation
or its direct or indirect parent equal in fair market value to the per share
consideration received by holders of Shares in the Transaction, as determined by
the Administrator.

     

    (c) In
the event that the Board of Directors determines in good faith that, in the
context of a Transaction, certain Options have no monetary value and thus do not
entitle the holders of such Options to any consideration under the terms of the
Transaction, the Board of Directors may determine that such Options shall
terminate effective as of the effective date of the Transaction.

     

    (d) It is
the intention that the Administrator’s authority to make determinations,
adjustments and clarifications in connection with the treatment of Awards shall
be interpreted as widely as possible, to allow the Administrator maximal power
and flexibility to interpret and implement the provisions of the Plan in the
event of Transaction, provided that the Administrator shall determine in good
faith that a Participant’s rights previously accrued are not thereby materially
adversely affected without the Participant’s express written
consent.

     

    
      	
              11.

            	
              Non-Transferability
      of Options and Shares.

            


    

     

    
      	
              11.1

            	
               No
      Option may be transferred other than by will or by the laws of descent and
      distribution, and during the Participant's lifetime an Option may be
      exercised only by such Participant.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              11.2

            	
               Shares
      of Restricted Stock may not be assigned, transferred, pledged or
      mortgaged, other than by will or laws of descent and distribution, prior
      to the date on which the date on which any applicable restriction,
      performance or deferred period lapses. Shares for which full payment has
      not been made, may not be assigned, transferred, pledged or mortgaged,
      other than by will or laws of descent and
  distribution.

            


    

     

    For
avoidance of doubt, the foregoing shall not be deemed to restrict the transfer
of an Participant's rights in respect of Options or Shares purchasable pursuant
to the exercise thereof upon the death of such Participant to such Participant’s
estate or other successors by operation of law or will, whose rights therein
shall be governed by Section 9.1(a) hereof, and as may otherwise be determined
by the Administrator.

     

    
      	
              12.

            	
              TERM AND AMENDMENT OF THE PLAN.

            


    

     

    
      	
              12.1

            	
               The
      Plan shall expire on the date which is ten (10) years from the date ofits
      adoption by the Board of Directors (except as to Options outstanding on
      that date).

            


    

     

    
      	
              12.2

            	
               Notwithstanding
      any other provision of the Plan, the Board (or a duly authorized Committee
      thereof) may at any time, and from time to time, amend, in whole or in
      part, any or all of the provisions of the Plan (including any amendment
      deemed necessary to ensure that the Company may comply with any regulatory
      requirement), or suspend or terminate it entirely, retroactively or
      otherwise; provided, however, that, except (x) to correct obvious drafting
      errors or as otherwise required by law or (y) as specifically provided
      herein, the previously accrued rights of a Participant with respect to
      Awards granted prior to such amendment, suspension or termination, may not
      be materially impaired without the consent of such Participant. The
      Administrator may amend the terms of any Award theretofore granted,
      prospectively or retroactively, but except (x) to correct obvious drafting
      errors or as otherwise required by law or applicable accounting rules, or
      (y) as specifically provided herein, no such amendment or other action by
      the Committee shall materially impair the previously accrued rights of any
      Participant without the Participant’s
consent.

            


    

     

    
      	
              13.

            	
               TERM OF OPTION.

            


    

     

    Unless
otherwise explicitly provided in an Award Agreement, if any Option, or any part
thereof, has not been exercised and the Shares covered thereby not paid for
within ten (10) years after the date on which the Option was granted, as set
forth in the Award Agreement (or any other period set forth in the instrument
granting such Option pursuant to Section 6), such Option, or such part thereof,
and the right to acquire such Shares shall terminate, all interests and rights
of the Participant in and to the same shall expire, and, in the event that in
connection therewith any Shares are held in trust as aforesaid, such trust shall
expire.

     

    
      	
              14.

            	
              CONTINUANCE OF
      ENGAGEMENT.

            


    

     

    Neither
the Plan nor any offer of Shares or Options to a Participant shall impose any
obligation on the Company or a related company thereof, to continue the
employment or engagement of any Participant as a Service Provider, and nothing
in the Plan or in any Option granted pursuant thereto shall confer upon any
Participant any right to continue to serve as a Service Provider of the Company
or a related company thereof or restrict the right of the Company or a related
company thereof to terminate such employment or engagement at any
time.

     

    
      	
              15.

            	
              GOVERNING LAW.

            


    

     

    The Plan
and all instruments issued thereunder or in connection therewith, shall be
governed by, and interpreted in accordance with, the laws of the State of
Israel.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              16.

            	
              APPLICATION OF FUNDS.

            


    

     

    The
proceeds received by the Company from the sale of Shares pursuant to Options
granted under the Plan will be used for general corporate purposes of the
Company or any related company thereof.

     

    
      	
              17.

            	
              TAXES.

            


    

     

    
      	
              17.1

            	
               Any
      tax consequences arising from the grant, vesting or exercise of any Award,
      from the payment for Shares covered thereby, or from any other event or
      act (of the Company, and/or its affiliates, or the Participant), hereunder
      shall be borne solely by the Participant. The Company and/or its
      affiliates shall withhold taxes according to the requirements under the
      applicable laws, rules, and regulations, including withholding taxes at
      source. Furthermore, the Participant shall agree to indemnify the Company
      and/or its affiliates and hold them harmless against and from any and all
      liability for any such tax or interest or penalty thereon, including
      without limitation, liabilities relating to the necessity to withhold, or
      to have withheld, any such tax from any payment made to the Participant.
      The Company or any of its affiliates may make such provisions and take
      such steps as it may deem necessary or appropriate for the withholding of
      all taxes required by law to be withheld with respect to Awards granted
      under the Plan and the exercise thereof, including, but not limited, to
      (i) deducting the amount so required to be withheld from any other amount
      (or Shares issuable) then or thereafter to be provided to the Participant,
      including by deducting any such amount from a Participant’s salary or
      other amounts payable to the Participant, to the maximum extent permitted
      under law and/or (ii) requiring the Participant to pay to the Company or
      any of its affiliates the amount so required to be withheld as a condition
      of the issuance, delivery, distribution or release of any Shares and/or
      (iii) by causing the exercise of any Options and sale of Shares held by on
      behalf of the Participant to cover such liability. In addition, the
      Participant will be required to pay any amount due in excess of the tax
      withheld and transferred to the tax authorities, pursuant to applicable
      tax laws, regulations and rules.

            


    

     

    
      	
              17.2

            	
               The
      receipt of an Award and/or the acquisition of Shares issued upon the
      exercise of the Options may result in tax consequences. The description of
      tax consequences set forth in the Plan or any Appendix hereto does not
      purport to be complete, up to date or to take into account any special
      circumstances relating to a
Participant.

            


    

     

    
      	
              17.3

            	
               THE
      PARTICIPANT IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE
      TAX CONSEQUENCES OF RECEIVING OR EXERCISING ANY AWARD IN LIGHT OF HIS OR
      HER PARTICULAR CIRCUMSTANCES.

            


    

     

    
      	
              18.

            	
              MARKET STAND-OFF

            


    

     

    If so
requested by the Company or any representative of the underwriters (the
“Managing Underwriter”) in connection with any registration of the offering of
any securities of the Company under the securities laws of any jurisdiction, the
Participant shall not sell or otherwise transfer any Shares or other securities
of the Company during a 180-day period or such other period as may be requested
in writing by the Managing Underwriter and agreed to in writing by the Company
(the “Market Standoff Period”) following the effective date of registration
statement of the Company filed under such securities laws. The Company may
impose stop transfer instructions with respect to securities subject to the
foregoing restrictions until the end of such Market Standoff
Period.

     

    
      	
              19.

            	
              CONDITIONS UPON ISSUANCE OF SHARES.

            


    

     

    
      	
              19.1

            	
               Legal
      Compliance. Shares shall not be issued pursuant to the exercise of
      an Option or with respect to any other Award unless the exercise of such
      Option or grant of such Award and the issuance and delivery of such Shares
      shall comply with applicable laws and shall be further subject to the
      approval of counsel for the Company with respect to such compliance. The
      inability of the Company to obtain authority from any regulatory body
      having jurisdiction, which authority is deemed by the Company’s counsel to
      be necessary to the lawful issuance and sale of any Shares hereunder,
      shall relieve the Company of any liability in respect of the failure to
      issue or sell such Shares as to which such requisite authority shall not
      have been obtained.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              19.2

            	
               Investment
      Representations. As a condition to the exercise of an Option or
      receipt of an Award, the Board may require the person exercising such
      Option or receiving such Award to represent and warrant at the time of any
      such exercise or the time of receipt of the Award that the Shares are
      being purchased only for investment and without any present intention to
      sell or distribute such Shares, and make other representations as may be
      required under applicable securities laws if, in the opinion of counsel
      for the Company, such representations are required, all in form and
      content specified by the Board.

            


    

     

    
      	
              19.3

            	
               Legend.
      The Administrator may require each person receiving Shares pursuant
      to an Award granted under the Plan to represent to and agree with the
      Company in writing that the Participant is acquiring the shares without a
      view to distribution thereof and such other securities law related
      representations as the Administrator shall request. In addition to any
      legend required by the Plan, the certificates for such shares may include
      any legend which the Administrator deems appropriate to reflect any
      applicable restrictions on transfer. All certificates for Shares delivered
      under the Plan shall be subject to such stock transfer orders and other
      restrictions as the Administrator may deem advisable under the rules,
      regulations and other requirements of any relevant securities authority,
      any stock exchange upon which the Shares are then listed or any national
      securities association system upon whose system the Shares are then
      quoted, any applicable securities law, and any applicable corporate law,
      and the Administrator may cause a legend or legends to be put on any such
      certificates to make appropriate reference to such restrictions.

            


    

     

    
      	
              20.

            	
              MISCELLANEOUS.

            


    

     

    Whenever
applicable in the Plan, the singular and the plural, and the masculine, feminine
and neuter shall be freely interchangeable, as the context requires. The Section
headings or titles shall not in any way control the construction of the language
herein, such headings or titles having been inserted solely for the purpose of
simplified reference. Words such as “herein”, “hereof”, “hereto”, “hereinafter”,
“hereby”, and “hereinabove” when used in the Plan refer to the Plan as a whole,
including any applicable Appendices, unless otherwise required by
context.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    APPENDIX
– ISRAELI TAXPAYERS

     

    ROSETTA
GENOMICS LTD.

     

    GLOBAL
SHARE INCENTIVE PLAN (2006)

     

    
      	
              1.

            	
              Special
      Provisions for Israeli Taxpayers

            


    

     

    
      	
              1.1

            	
              This
      Appendix (the “Appendix”)
      to the Rosetta Genomics Ltd. Global Share Incentive Plan (2006) (the “Plan”)
      is effective as of June 11, 2006 (the “Effective
      Date”).

            


    

     

    
      	
              1.2

            	
              The
      provisions specified hereunder apply only to persons who are deemed to be
      residents of the State of Israel for tax purposes, or are otherwise
      subject to taxation in Israel with respect to
  Awards.

            


    

     

    
      	
              1.3

            	
              This
      Appendix applies with respect to Awards granted as Options or Shares under
      the Plan. The purpose of this Appendix is to establish certain rules and
      limitations applicable to Options and Shares that may be granted or issued
      under the Plan from time to time, in compliance with the securities and
      other applicable laws currently in force in the State of Israel. Except as
      otherwise provided by this Appendix, all grants made pursuant to this
      Appendix shall be governed by the terms of the Plan. This Appendix is
      applicable only to grants made after the Effective
  Date.

            


    

     

    This
Appendix complies with, and is subject to the ITO and Section 102.

     

    
      	
              1.4

            	
              The
      Plan and this Appendix shall be read together. In any case of
      contradiction, whether explicit or implied, between the provisions of this
      Appendix and the Plan, the provisions of this Appendix shall
      govern.

            


    

     

    
      	
              2.

            	
              Definitions

            


    

     

    Capitalized
terms not otherwise defined herein shall have the meaning assigned to them in
the Plan. The following additional definitions will apply to grants made
pursuant to this Appendix:

     

    “3(i)
Option” means an Option which is subject to taxation pursuant to Section
3(i) of the ITO which has been granted to any person who is not an Eligible 102
Participant.

     

    “102
Capital Gains Track” means the tax alternative set forth in Section
102(b)(2) of the ITO pursuant to which income resulting from the sale of Shares
derived from Options is taxed as a capital gain.

     

    “102
Capital Gains Track Grant” means a 102 Trustee Grant qualifying for the
special tax treatment under the 102 Capital Gains Track.

     

    “102
Ordinary Income Track” means the tax alternative set forth in Section
102(b)(1) of the ITO pursuant to which income resulting from the sale of Stock
derived from Options is taxed as ordinary income.

     

    “102
Ordinary Income Track Grant” means a 102 Trustee Grant qualifying for the
ordinary income tax treatment under the 102 Ordinary Income Track.

     

    “102
Trustee Grant” means an Award of Options or Shares granted pursuant to
Section 102(b) of the ITO and held in trust by a Trustee for the benefit of the
Participant, and includes both 102 Capital Gains Track Grants and 102 Ordinary
Income Track Grants.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Affiliate”
means any “employing company” within the meaning of Section 102(a) of the
ITO.

     

    “Controlling
Shareholder” ameans a “controlling shareholder” within the meaning of
Section 32(9) of the Ordinance, currently defined as an individual who prior to
the grant or as a result of the grant or exercise of any Award, holds or would
hold, directly or indirectly, in his name or with a relative (as defined in the
Ordinance) (i) 10% of the outstanding shares of the Company, (ii) 10% of the
voting power of the Company, (iii) the right to hold or purchase 10% of the
outstanding equity or voting power, (iv) the right to obtain 10% of the “profit”
of the Company (as defined in the Ordinance), or (v) the right to appoint a
director of the Company.

     

    “Election”
means the Company's choice of the type (as between capital gains track or
ordinary income track) of 102 Trustee Grants it will make under the Plan, as
filed with the ITA.

     

    “Eligible
102 Participant” means a person who is employed by the Company or its
Affiliates, including an individual who is serving as a director or an office
holder, who is not a Controlling Shareholder.

     

    “Fair
Market Value” shall mean with respect to 102 Capital Gains Track Grants
only, for the sole purpose of determining tax liability pursuant to Section
102(b)(3) of the ITO, if at the date of grant the Company’s shares are listed on
any established stock exchange or a national market system or if the Company’s
shares will be registered for trading within ninety (90) days following the date
of grant, the fair market value of the Shares at the date of grant shall be
determined in accordance with the average value of the Company’s shares on the
thirty (30) trading days preceding the date of grant or on the thirty (30)
trading days following the date of registration for trading, as the case may
be.

     

    “ITA”
means the Israeli Tax Authorities.

     

    “ITO”
means the Israeli Income Tax Ordinance (New Version) 1961 and the rules,
regulations, orders or procedures promulgated thereunder and any amendments
thereto, including specifically the Rules, all as may be amended from time to
time.

     

    “Non-Trustee
Grant” means an Award granted to an Eligible 102 Participant pursuant to
Section 102(c) of the ITO and not held in trust by a Trustee.

     

    “Required
Holding Period” means the requisite period prescribed by the ITO and the
Rules, or such other period as may be required by the ITA, with respect to 102
Trustee Grants, during which Options or Shares granted by the Company must be
held by the Trustee for the benefit of the person to whom it was granted.
Currently, the Required Holding Period for 102 Capital Gains Track Grants is 24
months from the date of grant of the Options.

     

    “Rules”
means the Income Tax Rules (Tax benefits in Stock Issuance to Employees)
5763-2003.

     

    “Section
102” shall mean the provisions of Section 102 of the ITO, as amended from
time to time, including by the Law Amending the Income Tax Ordinance (Number
132), 2002, effective as of January 1, 2003 and by the Law Amending the Income
Tax Ordinance (Number 147), 2005.

     

    "Shares"
means shares of Stock, including Restricted or Unrestricted Stock or shares of
Stock issued upon exercise of Stock Options.

     

    “Stock
Option” means a Stock Option granted pursuant to the terms and conditions
of the Plan and the Appendix.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Trustee”
means a person or entity designated by the Board to serve as a trustee and
approved by the ITA in accordance with the provisions of Section 102(a) of the
ITO.

     

    
      	
              3.

            	
              Types
      of Awards and Section 102 Election

            


    

     

    
      	
              3.1

            	
              Awards
      made pursuant to Section 102, whether as grants of Options or as issuances
      of Shares under the Plan, shall be made pursuant to either (a) Section
      102(b)(2) of the ITO as 102 Capial Gains Track Grants or (b) Section
      102(b)(1) of the ITO as 102 Ordinary Income Track Grants. The Company’s
      Election regarding the type of 102 Trustee Grant it chooses to make shall
      be filed with the ITA. Once the Company has filed such Election, it may
      change the type of 102 Trustee Grant that it chooses to make only after
      the passage of at least 12 months from the end of the calendar year in
      which the first grant was made in accordance with the
    previous

            


    

     

    Election,
in accordance with Section 102. For the avoidance of doubt, such Election shall
not prevent the Company from granting Non-Trustee Grants to Eligible 102
Participants at any time.

     

    
      	
              3.2

            	
              Eligible
      102 Participants may receive only 102 Trustee Grants or Non- Trustee
      Grants under this Appendix. Participants who are not Eligible 102
      Participants may be granted only 3(i) Options under this
      Appendix.

            


    

     

    
      	
              3.3

            	
              No
      102 Trustee Grants may be made effective pursuant to this Appendix until
      30 days after the requisite filings required by the ITO and the Rules have
      been made with the ITA.

            


    

     

    
      	
              3.4

            	
              The
      option agreement or documents evidencing the Options granted or Shares
      issued pursuant to the Plan and this Appendix shall indicate whether the
      grant is a 102 Trustee Grant, a Non-Trustee Grant or a 3(i) Grant; and, if
      the grant is a 102 Trustee Grant, whether it is a 102 Capital Gains Track
      Grant or a 102 Ordinary Income Track
Grant.

            


    

     

    
      	
              4.

            	
              Terms
      And Conditions Of 102 Trustee
Options

            


    

     

    
      	
              4.1

            	
              Each
      102 Trustee Grant will be deemed granted on the date stated in a written
      notice by the Company, provided that effective as of such date (i) the
      Company has provided such notice to the Trustee and (ii) the Participant
      has signed all documents required pursuant to this Section
    4.

            


    

     

    
      	
              4.2

            	
              Each
      102 Trustee Grant granted to an Eligible 102 Participant and each
      certificate for shares of Stock acquired pursuant to the exercise of a
      Option or issued directly as Shares shall be issued to and registered in
      the name of a Trustee and shall be held in trust for the benefit of the
      Participant for the Required Holding Period. After termination of the
      Required Holding Period, the Trustee may release such Option and any such
      Shares, provided that (i) the Trustee has received an acknowledgment from
      the Israeli Income Tax Authority that the Eligible 102 Participant has
      paid any applicable tax due pursuant to the ITO or (ii) the Trustee and/or
      the Company or its Affiliate withholds any applicable tax due pursuant to
      the ITO. The Trustee shall not release any 102 Trustee Options or shares
      issued upon exercise of such Option prior to the full payment of the
      Eligible 102 Participant’s tax
liabilities.

            


    

     

    
      	
              4.3

            	
              Each
      102 Trustee Grant (whether a 102 Capital Gains Track Grant or a 102
      Ordinary Income Track Grant, as applicable) shall be subject to the
      relevant terms of Section 102 and the ITO, which shall be deemed an
      integral part of the 102 Trustee Option and shall prevail over any term
      contained in the Plan, this Appendix or any agreement that is not
      consistent therewith. Any provision of the ITO and any certificates or
      rulings of the ITA not expressly specified in this Appendix or Option
      Agreement which are necessary to receive or maintain any tax benefit
      pursuant to the Section 102 shall be binding on the Eligible 102
      Participant. The Trustee and the Eligible 102 Participant granted a 102
      Trustee Grant shall comply with the ITO, and the terms and conditions of
      the Trust Agreement entered into between the Company and the Trustee. For
      avoidance of doubt, it is reiterated that compliance with the ITO
      specifically includes compliance with the Rules. Further, the Eligible 102
      Participant agrees to execute any and all documents which the Company or
      the Trustee may reasonably determine to be necessary in order to comply
      with the provision of any applicable law, and, particularly, Section
      102.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              4.4

            	
              During
      the Required Holding Period, the Eligible 102 Participant shall not
      require the Trustee to release or sell the Options or Shares and other
      shares received subsequently following any realization of rights derived
      from Shares or Options (including stock dividends) to the Eligible 102
      Participant or to a third party, unless permitted to do so by applicable
      law. Notwithstanding the foregoing, the Trustee may, pursuant to a written
      request and subject to applicable law, release and transfer such Shares to
      a designated third party, provided that both of the following conditions
      have been fulfilled prior to such transfer: (i) all taxes required to be
      paid upon the release and transfer of the shares have been withheld for
      Transfer to the tax authorities and (ii) the Trustee has received written
      confirmation from the Company that all requirements for such release and
      transfer have been fulfilled according to the terms of the Company’s
      corporate documents, the Plan, any applicable agreement and any applicable
      law. To avoid doubt such sale or release during the Required Holding
      Period will result in different tax ramifications to the Eligible 102
      Participant under Section 102 of the ITO and the Rules and/or any other
      regulations or orders or procedures promulgated thereunder, which shall
      apply to and shall be borne solely by such Eligible 102
      Participant.

            


    

     

    
      	
              4.5

            	
              In
      the event a stock dividend is declared and/or additional rights are
      granted with respect to Shares which derive from Awards granted as 102
      Trustee Grants, such dividend and/or rights shall also be subject to the
      provisions of this Section 4 and the Required Holding Period for such
      shares and/or rights shall be measured from the commencement of the
      Required Holding Period for the Award with respect to which the dividend
      was declared and/or rights granted. In the event of a cash dividend on
      Shares, the Trustee shall transfer the dividend proceeds to the Eligible
      102 Participant after deduction of taxes and mandatory payments in
      compliance with applicable withholding
  requirements.

            


    

     

    
      	
              4.6

            	
              If
      an Option granted as a 102 Trustee Grant is exercised during the Required
      Holding Period, the Shares issued upon such exercise shall be issued in
      the name of the Trustee for the benefit of the Eligible 102 Participant.
      If such an Option is exercised after the Required Holding Period ends, the
      Shares issued upon such exercise shall, at the election of the Eligible
      102 Participant, either (i) be issued in the name of the Trustee, or (ii)
      be transferred to the Eligible 102 Participant directly, provided that the
      Participant first complies with all applicable provisions of the
      Plan.

            


    

     

    
      	
              5.

            	
              Assignability

            


    

     

    As long
as Options or Shares are held by the Trustee on behalf of the Eligible 102
Participant, all rights of the Eligible 102 Participant over the shares are
personal, can not be transferred, assigned, pledged or mortgaged, other than by
will or laws of descent and distribution.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              6.

            	
              Tax
      Consequences

            


    

     

    
      	
              6.1

            	
              Any
      tax consequences arising from the grant of any Award, exercise of any
      Option, from the issuance, sale or transfer of Shares, or from any other
      event or act (of the Company, and/or its Affiliates, and the Trustee or
      the Participant) relating to an Award or Shares issued thereupon , shall
      be borne solely by the Participant. The Company and/or its Affiliates,
      and/or the Trustee shall withhold taxes according to the requirements
      under the applicable laws, rules, and regulations, including withholding
      taxes at source. Furthermore, the Participant shall agree to indemnify the
      Company and/or its Affiliates and/or the Trustee and hold them harmless
      against and from any and all liability for any such tax or interest or
      penalty thereon, including without limitation, liabilities relating to the
      necessity to withhold, or to have withheld, any such tax from any payment
      made to the Participant. The Company or any of its Affiliates and the
      Trustee may make such provisions and take such steps as it/they may deem
      necessary or appropriate for the withholding of all taxes required by law
      to be withheld with respect to Awards granted under the Plan and the
      exercise, sale, transfer or other disposition thereof, including, but not
      limited, to (i) deducting the amount so required to be withheld from any
      other amount then or thereafter payable to a Participant, including by
      deducting any such amount from a Participant's salary or other amounts
      payable to the Participant, to the maximum extent permitted under law
      and/or (ii) requiring a Participant to pay to the Company or any of its
      Affiliates the amount so required to be withheld as a condition of the
      issuance, delivery, distribution or release of any Shares and/or (iii) by
      causing the execise of Options and/or sale of Shares held by or on behalf
      of the Participant to cover such liability. In addition, the Participant
      will be required to pay any amount that exceeds the tax to be withheld and
      transferred to the tax authorities, pursuant to applicable Israeli tax
      regulations.

            


    

     

    
      	
              6.2

            	
              With
      respect to Non-Trustee Grants, if the Participant ceases to be employed by
      the Company or any Affiliate, the Eligible 102 Participant shall extend to
      the Company and/or its Affiliate a security or guarantee for the payment
      of tax due at the time of sale of Shares to the satisfaction of the
      Company, all in accordance with the provisions of Section 102 of the ITO
      and the Rules.

            


    

     

    
      	
              7.

            	
              Governing
      Law and Jurisdiction

            


    

     

    Notwithstanding
any other provision of the Plan, with respect to Participants subject to this
Appendix, the Plan and all instruments issued thereunder or in connection
therewith shall be governed by, and interpreted in accordance with, the laws of
the State of Israel applicable to contracts made and to be performed
therein.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    APPENDIX
– U.S. TAXPAYERS

     

    ROSETTA
GENOMICS LTD., GLOBAL SHARE INCENTIVE PLAN (2005)

     

    
      	
              1.

            	
              Special
      Provisions for Persons who are U.S.
Residents

            


    

     

    
      	
              1.1

            	
              This
      Appendix (the “Appendix”)
      to the Rosetta Genomics Ltd. Global Share Incentive Plan (2005) (the “Plan”)
      is effective as of June 11, 2006 (the “Effective
      Date”).

            


    

     

    
      	
              1.2

            	
              The
      provisions specified hereunder apply only to persons who are subject to
      U.S. federal income tax (any such person, a “U.S.
      Taxpayer”).

            


    

     

    
      	
              1.3

            	
              This
      Appendix applies with respect to Options granted under the Plan. The
      purpose of this Appendix is to establish certain rules and limitations
      applicable to Options that may be granted or issued under the Plan from
      time to time, in compliance with applicable tax, securities and other
      applicable laws currently in force. Except as otherwise provided by this
      Appendix, all grants made pursuant to this Appendix shall be governed by
      the terms of the Plan (including, without limitation, its provisions
      regarding adjustments). This Appendix is applicable only to grants made
      after the Effective Date.

            


    

     

    
      	
              1.4

            	
              The
      Plan and this Appendix shall be read together. In any case of an
      irreconcilable contradiction (as determined by the Administrator) between
      the provisions of this Appendix and the Plan, the provisions of the Plan
      shall govern unless expressly stated otherwise in this
      Appendix.

            


    

     

    
      	
              1.5

            	
              The
      Plan and this Appendix shall be submitted to the Company’s shareholders
      for approval within twelve (12) months after the Effective
      Date.

            


    

     

    
      	
              2.

            	
              Definitions

            


    

     

    Capitalized
terms not otherwise defined herein shall have the meaning assigned to them in
the Plan. The following additional definitions will apply to grants made
pursuant to this Appendix:

     

    “Affiliate”
means each of the following: (a) any Subsidiary; (b) any Parent; (c) any
corporation, trade or business (including, without limitation, a partnership or
limited liability company) that is directly or indirectly controlled 50% or more
(whether by ownership of stock, assets or an equivalent ownership interest or
voting interest) by the Company or one of its Subsidiaries or Parents, if any;
and (d) any other entity in which the Company or any of its Affiliates has a
material equity interest and that is designated as an “Affiliate” by resolution
of the Administrator provided, however, that, notwithstanding any other
provisions of the Plan or this Appendix to the contrary, for purposes of
Non-Qualified Stock Options, if an individual who otherwise qualifies as a
Service Provider provides services to such an entity and not to the Company or a
Subsidiary or Parent, such entity may only be designated an Affiliate if the
Company qualifies as a “service recipient,” within the meaning of Code Section
409A, with respect to such individual; provided further that such definition of
“service recipient” shall be determined by (i) applying Code Section 1563(a)(1),
(2) and (3), for purposes of determining a controlled group of corporations
under Code Section 414(b), using the language “at least 50 percent” instead of
“at least 80 percent” each place it appears in Code Section 1563(a)(1), (2) and
(3), and by applying Treasury Regulations Section 1.414(c)-2, for purposes of
determining trades or businesses (whether or not incorporated) that are under
common control for purposes of Code Section 414(c), using the language “at least
50 percent” instead of “at least 80 percent” each place it appears in Treasury
Regulations Section 1.414(c)-2, and (ii) where the use of Shares with respect to
the grant of a Non-Qualified Stock Option to such an individual is based upon
legitimate business criteria, by applying Code Section 1563(a)(1), (2) and (3),
for purposes of determining a controlled group of corporations under Code
Section 414(b), using the language “at least 20 percent” instead of “at least 80
percent” at each place it appears in Code Section 1563(a)(1), (2) and (3), and
by applying Treasury Regulations Section 1.414(c)-2, for purposes of determining
trades or businesses (whether or not incorporated) that are under common control
for purposes of Code Section 414(c), using the language “at least 20 percent”
instead of “at least 80 percent” at each place it appears in Treasury
Regulations Section 1.414(c)-2.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Code”
means the Internal Revenue Code of 1986, as amended. Any reference to any
section of the Code shall also be a reference to any successor provision and any
Treasury Regulation promulgated thereunder.

     

    “Disability”
means, with respect to Incentive Stock Options, a “permanent and total
disability” as set forth in Section 22(e)(3) of the Code.

     

    “Exchange
Act” means the Securities Exchange Act of 1934, as amended. Any
references to any section of the Exchange Act shall also be a reference to any
successor provision.

     

    “Fair
Market Value” means, for purposes of this Appendix, unless otherwise
required by any applicable provision of the Code or any regulations issued
thereunder, as of any date and except as provided below, the last sales price
reported for the Share on such date: (a) as reported on the principal national
securities exchange in the United States on which it is the traded or The Nasdaq
Stock Market; or (b) if not traded on any such national securities exchange or
The Nasdaq Stock Market, as quoted on an automated quotation system sponsored by
the National Association of Securities Dealers, Inc. or if the Share shall not
have been reported or quoted on such date, on the first day prior thereto on
which the Share was reported or quoted; provided, that the Administrator may
modify the definition of Fair Market Value to reflect any changes in the trading
practices of any exchange on which the Share is listed or traded. If the Share
is not readily tradable on a national securities exchange, The Nasdaq Stock
Market or any automated quotation system sponsored by the National Association
of Securities Dealers, Inc., its Fair Market Value shall be set in good faith by
the Administrator.

     

    Notwithstanding
any provision herein to the contrary, with respect to Non-Qualified Stock
Options, the “Fair Market Value” of the Shares shall be determined in a manner
that satisfies the applicable requirements of Code Section 409A, and with
respect to Incentive Stock Options, such Fair Market Value shall be determined
in a manner that satisfies the applicable requirements of Code Section 422, and
subject to Code Section 422(c)(7).

     

    “Family
Member” means “family member” as defined in Rule 701 under the Securities
Act or, following the filing of a Form S-8 pursuant to the Securities Act with
respect to the Plan, any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, any person sharing the employee’s household
(other than a tenant or employee), a trust in which these persons have more than
50% of the beneficial interest, a foundation in which these persons (or the
employee) control the management of assets, and any other entity in which these
persons (or the employee) own more than 50% of the voting interests or as
otherwise defined in Rule 701 under the Securities Act or in Section A(1)(a)(5)
of the general instructions of Form S-8, as applicable.

     

    “Incentive
Stock Option” means any Option awarded to an eligible Participant under
the Plan and this Appendix intended to be and designated in the Award Agreement
as an “incentive stock option” within the meaning of Section 422 of the
Code.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Non-Qualified
Stock Option” means any Option awarded under this Plan that is not an
Incentive Stock Option.

     

    “Parent”
means any parent corporation of the Company within the meaning of Section
424(e) of the Code.

     

    “Public
Trading Date” means the first date upon which the Shares are listed (or
approved for listing) upon notice of issuance on any U.S. securities exchange or
designated (or approved for designation) upon notice of issuance as a U.S.
national market security on an interdealer quotation system.

     

    “Restricted
Stock” means Shares acquired pursuant to the exercise of an unvested
Option in accordance with Section 3.2 below.

     

    “Section
83(b) Election” means an election by a Participant to include the Fair
Market Value of a Share (less any amount paid for the Share) at the time of
grant as part of the Participant’s income in accordance with Section 83(b) of
the Code. A Section 83(b) Election must be filed in writing with the Internal
Revenue Service within thirty (30) days of the date of the Award, with a copy to
the Company or Affiliate with whom the Participant is employed.

     

    “Securities
Act” means the Securities Act of 1933, as amended, and all rules and
regulations promulgated thereunder. Any reference to any section of the
Securities Act shall also be a reference to any successor
provision.

     

    “Subsidiary”
means any subsidiary corporation of the Company within the meaning of
Section 424(f) of the Code.

     

    “Ten
Percent Shareholder” means a person owning stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company, its
Subsidiaries or its Parent.

     

    
      	
              3.

            	
              Grants
      of Options.

            


    

     

    
      	
              3.1

            	
              The
      Administrator shall have full authority to grant Options to Participants
      pursuant to the terms of this Appendix and the Plan. All Options shall be
      granted by, confirmed by, and subject to the terms of, a written agreement
      to be executed by the Company and the Participant. In particular, the
      Administrator shall have the authority to determine whether a Option is an
      Incentive Stock Option or Non-Qualified Stock
  Option.

            


    

     

    
      	
              3.2

            	
              Early
      Exercise. Subject to Section 1.5 of this Appendix, the
      Administrator may provide that a Non-Qualified Stock Option include a
      provision whereby the Participant may elect at any time before the
      termination of a Participant’s employment or engagement as a Service
      Provider to exercise an Option as to any part or all of the Shares subject
      to the Option prior to the full vesting of the Option and such shares
      shall be subject to certain restrictions as determined by the
      Administrator and be treated as Restricted Stock. Any unvested Shares so
      purchased may be subject to a repurchase option in favor of the Company or
      to any other restriction the Administrator determines to be
      appropriate.

            


    

     

    
      	
              3.3

            	
              Termination.

            


    

     

    (a) If a
Participant ceases to be a Service Provider other than by reason of the
Participant’s Disability or death, such Holder may exercise his or her Option
within such period of time as is specified in the Plan or the Award Agreement to
the extent that the Option is vested on the date of termination.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) If a
Participant ceases to be a Service Provider as a result of the Participant’s
Disability, the Participant may exercise his or her Option within such period of
time as is specified in the Plan or the Award Agreement to the extent the Option
is vested on the date of termination.

     

    (c) If a
Participant dies while a Service Provider, the Option may be exercised within
such period of time as is specified in the Plan or the Award
Agreement.

     

    To avoid
doubt, the provisions of Section 9 of the Plan shall remain in full force and
effect and apply to Options granted pursuant to this Appendix.

     

    
      	
              4.

            	
              Shares
      Reserved under Appendix.

            


    

     

    The
aggregate number of Shares with respect to which Options may be granted under
this Appendix shall not exceed 2,273,789 Shares plus any Shares subject to
options that may be canceled under the 2003 Israeli Share Option Plan since the
adoption of the Plan (subject to any increase or decrease approved by the Board
of Directors), which includes all authorized and unissued Share designated for
such purpose. In determining the number of Shares available for Options, if
Shares have been delivered or surrendered by a Participant as full or partial
payment to the Company for payment of the exercise price, or for payment of
withholding taxes, or if the number Shares otherwise deliverable has been
reduced for payment of the exercise price or for payment of withholding taxes,
the number of Shares surrendered as payment in connection with the exercise or
for withholding or reduced shall again be available for purposes of Options
under this Appendix. Notwithstanding the foregoing, the maximum number of Shares
that may be issued pursuant to Incentive Stock Options 1,773,789 Shares, and
such reserve of Shares for grants of Incentive Stock Options shall not be
increased without the approval of the shareholders of the Company as required
pursuant to Section 421 et
seq. of the Code. The numbers of Shares stated in this Section 4 shall be
subject to adjustment as provided in Section 10.1 of the Plan.

     

    
      	
              5.

            	
              Special
      Terms for Incentive Stock Options.

            


    

     

    5.1 Eligibility.
All Service Providers are eligible to be granted Non-Qualified Stock
Options under this Appendix, and all employees of the Company, a Subsidiary or a
Parent are eligible to be granted Incentive Stock Options under this Appendix,
if so employed on the grant date of such Incentive Stock Option, although it is
anticipated that grants hereunder will be granted solely or primarily to U.S.
Taxpayers. Eligibility for the grant of an Option and actual participation in
this Appendix and the Plan shall be determined by the Administrator in its sole
discretion. Notwithstanding anything in this Section 5.1 to the contrary,
Consultants who are not natural persons that provide bona fide services to the
Company, a Subsidiary or a Parent and Consultants who provide services in
connection with the offer or sale of securities in a capital raising transaction
or within the meaning of Rule 701 of the Securities Act shall not be eligible to
be granted Options under this Appendix.

     

    5.2 Disqualification.
To the extent that any Option does not qualify as an Incentive Stock
Option (whether because of its provisions or the time or manner of its exercise
or otherwise), such Option or the portion thereof that does not qualify shall
constitute a separate Non-Qualified Stock Option.

     

    5.3 Exercise
Price. The exercise price per Share subject to an Option shall be
determined by the Administrator at the time of grant of such Option; provided
that the per share exercise price of an Option shall not be less than 100% of
the Fair Market Value of the Share at the time of grant of such Option; and
provided, further, that if an Option is granted to a Ten Percent Shareholder,
the exercise price per Share shall be no less than 110% of the Fair Market Value
of the Share at the time of the grant of such Option.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.4 Option
Term. The term of each Option shall be fixed by the Administrator;
provided, however, that no Option shall be exercisable more than 10 years after
the date such Option is granted; and further provided that the term of an
Incentive Stock Option granted to a Ten Percent Shareholder shall not exceed
five years.

     

    5.5 Incentive
Stock Option Limitations. To the extent that the aggregate Fair Market
Value (determined as of the time of grant) of a Share with respect to which
Incentive Stock Options are exercisable for the first time by an employee during
any calendar year under this Plan and/or any other stock option plan of the
Company, any Subsidiary or any Parent exceeds $100,000, such Options shall be
treated as Non- Qualified Stock Options. In addition, if an employee does not
remain employed by the Company, any Subsidiary or any Parent at all times from
the time an Incentive Stock Option is granted until three months prior to the
date of exercise thereof (or such other period as required by Section 422 of the
Code), such Option shall be treated as a Non- Qualified Stock Option. Should any
provision of this Appendix not be necessary in order for the Options to qualify
as Incentive Stock Options, or should any additional provisions be required, the
Administrator may amend this Appendix accordingly, without the necessity of
obtaining the approval of the shareholders of the Company, unless required by
applicable law.

     

    5.6 Effect
of Termination. Notwithstanding anything to the contrary in the Plan or
this Appendix, and in the absence of a provision specifying otherwise in the
relevant Award Agreement, then with respect to Incentive Stock Options, the
following provisions must be met on order for the Award to qualify as an
Incentive Stock Option under the Code:

     

    (a) in
the event that the Participant ceases to be an employee of the Company or an
Affiliate for any reason other than the Participant's death or Disability, the
vested Options must be exercised within three (3) months from the effective date
of termination of the Participant’s status as a Service Provider;

     

    (b) in
the event that the Participant ceases to be a Service Provider as a result of
the Participant's death or Disability, the Option must be exercised within
twelve (12) months following the Participant's date of termination for death or
Disability.

     

    To avoid
doubt, the provisions of Section 9 of the Plan and Section 3.4 of this Appendix
shall remain in full force and effect and apply to Awards granted as Incentive
Stock Options. The restrictions set forth above represent special additional
limitations that apply to qualify as Incentive Stock Options under the
provisions of the Code. To avoid doubt, a Participant may choose to exercise
Options in accordance with the terms of Section 9 of the Plan or Section 3.4 of
the Appendix and the relevant Award Agreement, and not in compliance with the
provisions of the Code relating to “incentive stock options”. In that case such
Option will not qualify as an Incentive Stock Option and will be treated as a
Non- Qualified Stock Option.

     

    
      	
              6.

            	
              Special
      Terms for Restricted Stock

            


    

     

    In
accordance with the terms of the Code, a Participant shall be responsible for
payment of all taxes incurred in connection with the grant of Restricted Stock.
Accordingly, upon the vesting of Restricted Stock, or upon making a Section
83(b) Election, a Participant shall make provision for the payment of all
required withholding to the Company in accordance with Section 16.1 of the
Plan.

     

    
      	
              7.

            	
              Repurchase
      Provisions

            


    

     

    The
Administrator in its sole discretion may provide that the Company may repurchase
Shares acquired upon exercise of an Option pursuant to the Plan and this
Appendix upon the occurrence of certain specified events, including, without
limitation, a Participant’s termination as a Service Provider, divorce,
bankruptcy or insolvency;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    provided,
however, that any such repurchase right shall be set forth in the
applicable Award Agreement or Restricted Stock purchase agreement or in another
agreement referred to in such agreement.

     

    
      	
              8.

            	
              Amendment
      of Appendix and Individual Awards.

            


    

     

    
      	
              8.1

            	
              This
      Appendix shall terminate ten (10) years following the first date of its
      approval by the Board of Directors. This Appendix may otherwise be amended
      or terminated in accordance with the terms governing the amendment or
      termination of the Plan; provided, however, that without the approval of
      the shareholders of the Company entitled to vote in accordance with
      applicable law, no amendment may be made that would: (i) increase the
      aggregate number of Shares that may be issued under this Appendix; (ii)
      change the classification of individuals eligible to receive Options under
      this Appendix; (iii) decrease the minimum exercise price of any Option
      below the amounts specified herein; (iv) extend the term of the Plan under
      Section 12.1 of the Plan or the maximum Option period under Section 5.4 of
      this Appendix; or (v) require shareholder approval in order for the
      Appendix to continue to comply with Section 422 of the Code to the extent
      applicable to Incentive Stock Options or require shareholder approval
      under the rules of any exchange or system on which the Company’s
      securities are listed or traded at the request of the
    Company.

            


    

     

    
      	
              8.2

            	
              The
      Administrator may, to the extent permitted by the Plan and this Appendix,
      amend the terms of any Option theretofore granted, prospectively or
      retroactively, but, subject to the Plan or as otherwise specifically
      provided herein, no such amendment or other action by the Administrator
      shall materially impair the previously accrued rights of any holder of
      such Option without the holder’s
consent.

            


    

     

    
      	
              8.3

            	
              Notwithstanding
      any other provisions of the Plan or this Appendix to the contrary, (a) the
      Administrator may amend the Plan, this Appendix or any Award without the
      consent of the holder thereof if the Administrator determines that such
      amendment is required or advisable for the Company, the Plan, this
      Appendix or any Award to satisfy, comply with or meet the requirements of
      any law, regulation, rule or accounting standard, and (b) none of the
      Company, the Board or the Administrator shall take any action pursuant to
      Section 8 or Section 9 of this Appendix or Section 10 or Section 12.2 of
      the Plan, or otherwise, that would cause an Award that is otherwise exempt
      under Code Section 409A to become subject to Code Section 409A, or that
      would cause an Award that is subject to Code Section 409A to fail to
      satisfy the requirements of Code Section
409A.

            


    

     

    
      	
              9.

            	
              Transferability
      of Options.

            


    

     

    No Option
shall be transferable by the Participant otherwise than by will or by the laws
of descent and distribution, and all Options shall be exercisable, during the
Participant’s lifetime, only by the Participant. Notwithstanding the foregoing,
the Committee may determine, in its sole discretion, at the time of grant or
thereafter that a Non-Qualified Stock Option that is otherwise not transferable
pursuant to this Section is transferable to a Family Member in whole or in part
and in such circumstances, and under such Conditions, as specified by the
Committee. A Non-Qualified Stock Option that is transferred to a Family Member
pursuant to the preceding sentence (i) may not be subsequently transferred
otherwise than by will or by the laws of descent and distribution and (ii)
remains subject to the terms of the Plan, the Appendix and the applicable Award
agreement. Any shares of Common Stock acquired upon the exercise of a
Non-Qualified Stock Option by a permissible transferee of a Non-Qualified Stock
Option or a permissible transferee pursuant to a transfer after the exercise of
the Non-Qualified Stock Option shall be subject to the terms of the Plan, the
Appendix and the applicable Award Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              10.

            	
              Deferred
      Compensation.

            


    

     

    To the
extent that the Administrator determines that any Award granted under the Plan
and this Appendix is subject to Section 409A of the Code, the Award Agreement
evidencing such Award shall incorporate the terms and conditions required by
Section 409A of the Code. To the extent applicable, the Plan, this Appendix and
the Award Agreements shall be interpreted in accordance with Section 409A of the
Code and Department of Treasury regulations and other interpretive guidance
issued thereunder,including without limitation any such regulations or other
guidance that may be issued after the Effective Date. Notwithstanding any
provision of the Plan or this Appendix to the contrary, in the event that
following the Effective Date the Administrator determines that any Award may be
subject to Section 409A of the Code and related Department of Treasury guidance
(including such Department of Treasury guidance as may be issued after the
Effective Date), the Administrator may adopt such amendments to the Plan or the
Appendix and the applicable Award Agreement or adopt other policies and
procedures (including amendments, policies and procedures with retroactive
effect), or take any other actions, that the Administrator determines are
necessary or appropriate to (a) exempt the Award from Section 409A of the Code
and/or preserve the intended tax treatment of the benefits provided with respect
to the Award, or (b) comply with the requirements of Section 409A of the Code
and related Department of Treasury guidance.

     

    The
Administrator may permit deferrals of compensation pursuant to the terms of a
Participant’s Award Agreement, a separate plan, or an Appendix that (in each
case) meets the requirements of Code Section 409A.