Unassociated Document


     

    
      EXHIBIT
10.1

    

     

    SECURITIES
PURCHASE AGREEMENT

     

    This
Securities Purchase Agreement (this “Agreement”) is dated
as of November 29, 2010, between Rosetta Genomics Ltd., a company organized
under the laws of the State of Israel (the “Company”), and each
purchaser identified on the signature pages hereto (each, including its
successors and assigns, a “Purchaser” and
collectively, the “Purchasers”).

     

    WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to
Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and
Rule 506 promulgated thereunder, the Company desires to issue and sell to each
Purchaser, and each Purchaser, severally and not jointly, desires to purchase
from the Company, securities of the Company as more fully described in this
Agreement.

     

    NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and each Purchaser agree as
follows:

     

    ARTICLE
I.

    DEFINITIONS

     

    1.1         Definitions. In
addition to the terms defined elsewhere in this Agreement, for all purposes of
this Agreement, the following terms have the meanings set forth in this Section
1.1:

     

    “Acquiring Person”
shall have the meaning ascribed to such term in Section 4.5.

     

    “Action” shall have
the meaning ascribed to such term in Section 3.1(j).

     

    “Affiliate” means any
Person that, directly or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with a Person, as such terms are
used in and construed under Rule 405 under the Securities Act.

     

    “Board of Directors”
means the board of directors of the Company.

     

    “Business Day” means
any day except any Saturday, any Sunday, any day which is a federal legal
holiday in the United States or any day on which banking institutions in the
State of New York are authorized or required by law or other governmental action
to close; provided, however, for
calculating Business Days with respect to any action to be taken by the Company
hereunder, Friday after 1:00 p.m. (New York City time) shall not be considered a
Business Day.

     

    “Closing” means the
closing of the purchase and sale of the Securities pursuant to Section
2.1.

     

    “Closing Date” means
the Trading Day on which all of the Transaction Documents have been executed and
delivered by the applicable parties thereto, and all conditions precedent to (i)
the Purchasers’ obligations to pay the Subscription Amount and (ii) the
Company’s obligations to deliver the Securities, in each case, have been
satisfied or waived, but in no event later than the third Trading Day following
the date hereof.


    
      
         


      

      
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    “Commission” means the
United States Securities and Exchange Commission.

     

    “Company Israeli
Counsel” means Tulchinsky Stern Marciano Cohen Levitsky & Co., with
offices located at 4 Berkowitz St., Tel Aviv 64238, Israel.

     

    “Company U.S. Counsel”
means Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with offices located
at One Financial Center, Boston, MA 02111.

     

    “Disclosure Schedules”
shall have the meaning ascribed to such term in Section 3.1.

     

    “Effective Date” means
the earliest of the date that (a) the initial Registration Statement has been
declared effective by the Commission, (b) all of the Registrable Securities have
been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the
requirement for the Company to be in compliance with the current public
information required under Rule 144 and without volume or manner-of-sale
restrictions or (c) following the one year anniversary of the Closing Date,
provided that a holder of Registrable Securities is not an Affiliate of the
Company, all of the Registrable Securities may be sold pursuant to an exemption
from registration under Section 4(1) of the Securities Act without volume or
manner-of-sale restrictions and Company counsel has delivered to such holders a
standing written unqualified opinion that resales may then be made by such
holders of the Registrable Securities pursuant to such exemption which opinion
shall be in form and substance reasonably acceptable to such
holders.

     

    “Evaluation Date”
shall have the meaning ascribed to such term in Section 3.1(r).

     

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

    


    “Exempt Issuance”
means the issuance of (a) Ordinary Shares or options to employees, officers,
directors or consultants of the Company pursuant to any stock or option plan
duly adopted for such purpose, by a majority of the non-employee members of the
Board of Directors or a majority of the members of a committee of non-employee
directors established for such purpose, (b) securities upon the exercise or
exchange of or conversion of any Securities issued hereunder and/or other
securities exercisable or exchangeable for or convertible into Ordinary Shares
issued and outstanding on the date of this Agreement, provided that such
securities have not been amended since the date of this Agreement to increase
the number of such securities or to decrease the exercise price, exchange price
or conversion price of such securities, (c) securities issued pursuant to stock
splits, stock dividends or distributions, recapitalizations and similar events
affecting the Ordinary Shares, (d) ordinary shares issued by the Company’s
majority owned subsidiary, Rosetta Green Ltd., in an initial public offering in
Israel under the securities laws of the State of Israel, and (e) securities
issued pursuant to mergers, acquisitions or strategic transactions approved by a
majority of the disinterested directors of the Company, provided that any such
issuance shall not include a transaction in which the Company is issuing
securities primarily for the purpose of raising capital or to an entity whose
primary business is investing in securities.


    
      
         


      

      
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    “FCPA” means the
Foreign Corrupt Practices Act of 1977, as amended.

     

    “FDA” shall have the
meaning ascribed to such term in Section 3.1(hh).

     

    “GAAP” shall have the
meaning ascribed to such term in Section 3.1(h).

     

    “Intellectual Property
Rights” shall have the meaning ascribed to such term in Section
3.1(o).

     

    “Legend Removal Date”
shall have the meaning ascribed to such term in Section 4.1(c).

     

    “Liens” means a lien,
charge, pledge, security interest, encumbrance, right of first refusal,
preemptive right or other restriction, other than restrictions imposed by the
securities laws.

     

    “Material Adverse
Effect” shall have the meaning assigned to such term in Section
3.1(b).

     

    “Material Permits”
shall have the meaning ascribed to such term in Section 3.1(m).

     

    “Ordinary Shares”
means the ordinary shares of the Company, par value NIS 0.01 per share, and any
other class of securities into which such securities may hereafter be
reclassified or changed.

     

    “Ordinary Shares
Equivalents” means any securities of the Company or the Subsidiaries
which would entitle the holder thereof to acquire at any time Ordinary Shares,
including, without limitation, any debt, preferred stock, rights, options,
warrants or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive,
Ordinary Shares.

     

    “Per Share Purchase
Price” equals $1.00, subject to adjustment for reverse and forward stock
splits, stock dividends, stock combinations and other similar transactions of
the Ordinary Shares that occur after the date of this Agreement.

     

    “Person” means an
individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any
kind.

     

    “Proceeding” means an
action, claim, suit, investigation or proceeding (including, without limitation,
an informal investigation or partial proceeding, such as a deposition), whether
commenced or threatened.


    
      
         


      

      
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    “Public Information
Failure” shall have the meaning ascribed to such term in Section
4.2(b).

     

    “Public Information Failure
Payments” shall have the meaning ascribed to such term in Section
4.2(b).

     

     “Purchaser Party”
shall have the meaning ascribed to such term in Section 4.8.

     

    “Registration Rights
Agreement” means the Registration Rights Agreement, dated the date
hereof, among the Company and the Purchasers, in the form of Exhibit A attached
hereto.

     

    “Registration
Statement” means a registration statement meeting the requirements set
forth in the Registration Rights Agreement and covering the resale by the
Purchasers of the Shares and the Warrant Shares.

     

    “Required Approvals”
shall have the meaning ascribed to such term in Section 3.1(e).

     

    “Rule 144” means Rule
144 promulgated by the Commission pursuant to the Securities Act, as such Rule
may be amended or interpreted from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
purpose and effect as such Rule.

     

    “Rule 424” means Rule
424 promulgated by the Commission pursuant to the Securities Act, as such Rule
may be amended or interpreted from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
purpose and effect as such Rule.

     “SEC Reports” shall
have the meaning ascribed to such term in Section 3.1(h).

     

    “Securities” means the
Shares, the Warrants and the Warrant Shares.

     

    “Series A Warrants”
means, collectively, the Series A Ordinary Shares Purchase Warrants delivered to
the Purchasers at the Closing in accordance with Section 2.2(a) hereof,
which shall be exercisable immediately and have a term of exercise equal to five
years from the initial exercise date, in the form of Exhibit B-1 attached
hereto.

     

    “Series B Warrants”
means, collectively, the Series B Ordinary Shares Purchase Warrants delivered to
the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which
shall be automatically exercised via cashless exercise on the 33rd Trading
Day following the Effective Date, in the form of Exhibit B-2 attached
hereto.

     

    “Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.

     

    “Shares” means the
Ordinary Shares issued or issuable to each Purchaser pursuant to this
Agreement.


    
      
         


      

      
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    “Short Sales” means
all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange
Act (but shall not be deemed to include the location and/or reservation of
borrowable Ordinary Shares). 

     

    “Subscription Amount”
means, as to each Purchaser, the aggregate amount to be paid for Shares and
Warrants purchased hereunder as specified below such Purchaser’s name on the
signature page of this Agreement and next to the heading “Subscription Amount,”
in United States dollars and in immediately available funds.

     

    “Subsidiary” means any
subsidiary of the Company as set forth on Schedule 3.1(a) and
shall, where applicable, also include any direct or indirect subsidiary of the
Company formed or acquired after the date hereof.

     

    “Trading Day” means a
day on which the principal Trading Market is open for trading.

     

    “Trading Market” means
any of the following markets or exchanges on which the Ordinary Shares are
listed or quoted for trading on the date in question: the NYSE AMEX, the Nasdaq
Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange or the OTC Bulletin Board (or any successors to any of
the foregoing).

     

    “Transaction
Documents” means this Agreement, the Warrants, the Registration Rights
Agreement, all exhibits and schedules thereto and hereto and any other documents
or agreements executed in connection with the transactions contemplated
hereunder.

     

    “Transfer Agent” means
American Stock Transfer & Trust Company, the current transfer agent of the
Company, with a mailing address of 59 Maiden Lane New York, New York 10038 and a
facsimile number of 718-236-4588, and any successor transfer agent of the
Company.

     

    “Variable Rate
Transaction” shall have the meaning ascribed to such term in Section
4.11(b).

     

    “VWAP” means, for any
date, the price determined by the first of the following clauses that applies:
(a) if the Ordinary Shares are then listed or quoted on a Trading Market, the
daily volume weighted average price of the Ordinary Shares for such date (or the
nearest preceding date) on the Trading Market on which the Ordinary Shares are
then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from
9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if
the OTC Bulletin Board is not a Trading Market, the volume weighted average
price of the Ordinary Shares for such date (or the nearest preceding date) on
the OTC Bulletin Board, (c) if the Ordinary Shares are not then listed or quoted
for trading on the OTC Bulletin Board and if prices for the Ordinary Shares are
then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or a
similar organization or agency succeeding to its functions of reporting prices),
the most recent bid price per share of the Ordinary Shares so reported, or
(d) in all other cases, the fair market value of an Ordinary Share as
determined by an independent appraiser selected in good faith by the Purchasers
of a majority in interest of the Shares then outstanding and reasonably
acceptable to the Company, the fees and expenses of which shall be paid by the
Company.


    
      
         


      

      
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    “Warrants” means the
Series A Warrants and the Series B Warrants.

     

    “Warrant Shares” means
the Ordinary Shares issuable upon exercise of the Warrants.

     

    “WS” means Weinstein
Smith LLP with offices located at 420 Lexington Avenue, Suite 2620, New York,
New York 10170-0002.

     

    ARTICLE
II.

    PURCHASE
AND SALE

     

    2.1         Closing.  On the
Closing Date, upon the terms and subject to the conditions set forth herein,
substantially concurrent with the execution and delivery of this Agreement by
the parties hereto, the Company agrees to sell, and the Purchasers, severally
and not jointly,  agree to purchase, up to an aggregate of $2,500,000
of Shares and Warrants.  Each Purchaser shall deliver to the Company, via
wire transfer, immediately available funds equal to such Purchaser’s
Subscription Amount as set forth on the signature page hereto executed by such
Purchaser, and the Company shall deliver to each Purchaser its respective Shares
and a Warrant, as determined pursuant to Section 2.2(a), and the Company and
each Purchaser shall deliver the other items set forth in Section 2.2
deliverable at the Closing.  Upon satisfaction of the covenants and
conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the
offices of WS or such other location as the parties shall mutually
agree.

     

    2.2         Deliveries.

     

    (a)         On
or prior to the Closing Date, the Company shall deliver or cause to be delivered
to each Purchaser the following:

     

    (i)           this
Agreement duly executed by the Company;

     

    (ii)          a
legal opinion of Company U.S. Counsel, in form and substance reasonably
satisfactory to WS;

     

    (iii)         a
legal opinion of Company Israeli Counsel, in form and substance reasonably
satisfactory to WS;

     

    (iv)         a
copy of the irrevocable instructions to the Transfer Agent instructing the
Transfer Agent to deliver, on an expedited basis, a certificate evidencing a
number of Shares equal to such Purchaser’s Subscription Amount divided by the
Per Share Purchase Price, registered in the name of such Purchaser;

     

    (v)         a
Series A Warrant registered in the name of such Purchaser to purchase up to a
number of Ordinary Shares equal to 50% of the Shares issuable to the Purchaser
on the Closing Date, with an exercise price equal to $1.30, subject to
adjustment therein (such Warrant certificate may be delivered within three
Trading Days of the Closing Date);


    
      
         


      

      
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    (vi)         a
Series B Warrant registered in the name of such Purchaser to purchase up to a
number of Ordinary Shares equal to 25% of the Shares issuable to the Purchaser
on the Closing Date, with an exercise price equal to $0.01 (such Warrant
certificate may be delivered within three Trading Days of the Closing Date);
and

     

    (vii)        the
Registration Rights Agreement duly executed by the Company.

     

    (b)         On
or prior to the Closing Date, each Purchaser shall deliver or cause to be
delivered to the Company the following:

     

    (i)           this
Agreement duly executed by such Purchaser;

     

    (ii)          such
Purchaser’s Subscription Amount by wire transfer to the account specified by the
Company; and

     

    (iii)         the
Registration Rights Agreement duly executed by such Purchaser.

     

    2.3  
      Closing
Conditions.

     

    (a)         The
obligations of the Company hereunder in connection with the Closing are subject
to the following conditions being met:

     

    (i)           the
accuracy in all material respects on the Closing Date of the representations and
warranties of the Purchasers contained herein (unless as of a specific date
therein in which case they shall be accurate as of such date);

     

    (ii) 
        all obligations, covenants and
agreements of each Purchaser required to be performed at or prior to the Closing
Date shall have been performed in all material respects; and

     

    (iii)         the
delivery by each Purchaser of the items set forth in Section 2.2(b) of this
Agreement.

     

    (b)        
The respective obligations of the Purchasers hereunder in connection with the
Closing are subject to the following conditions being met:

     

    (i)           the
accuracy in all material respects when made and on the Closing Date of the
representations and warranties of the Company contained herein (unless as of a
specific date therein);

     

    (ii)  
       all obligations, covenants and
agreements of the Company required to be performed at or prior to the Closing
Date shall have been performed in all material respects;


    
      
         


      

      
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    (iii)         the
delivery by the Company of the items set forth in Section 2.2(a) of this
Agreement;

     

    (iv)         there
shall have been no Material Adverse Effect with respect to the Company since the
date hereof; and

     

    (v)    
     from the date hereof to the Closing Date, trading
in the Ordinary Shares shall not have been suspended by the Commission or the
Company’s principal Trading Market (except for any suspension of trading of
limited duration agreed to by the Company, which suspension shall be terminated
prior to the Closing), and, at any time prior to the Closing Date, trading in
securities generally as reported by Bloomberg L.P. shall not have been suspended
or limited, or minimum prices shall not have been established on securities
whose trades are reported by such service, or on any Trading Market, nor shall a
banking moratorium have been declared either by the United States or New York
State authorities nor shall there have occurred any material outbreak or
escalation of hostilities or other national or international calamity of such
magnitude in its effect on, or any material adverse change in, any financial
market which, in each case, in the reasonable judgment of such Purchaser, makes
it impracticable or inadvisable to purchase the Securities at the
Closing.

     

    ARTICLE
III.

    REPRESENTATIONS
AND WARRANTIES

     

    3.1         Representations and
Warranties of the Company. Except as disclosed in the SEC Reports or as
set forth in the Disclosure Schedules, which Disclosure Schedules shall be
deemed a part hereof and shall qualify any representation or otherwise made
herein to the extent of the disclosure contained in the corresponding section of
the Disclosure Schedules, the Company hereby makes the following representations
and warranties to each Purchaser:

     

    (a)         Subsidiaries. 
All of the direct and indirect subsidiaries of the Company are set forth on
Schedule
3.1(a)(i).  Except as set forth in Schedule 3.1(a)(ii),
the Company owns, directly or indirectly, all of the capital stock or other
equity interests of each Subsidiary free and clear of any Liens, and all of the
issued and outstanding shares of capital stock of each Subsidiary are validly
issued and are fully paid, non-assessable and free of preemptive and similar
rights to subscribe for or purchase securities.

     

    (b)        Organization and
Qualification.  The Company and each of the Subsidiaries is an
entity duly incorporated or otherwise organized, validly existing and in good
standing (where such concept is recognized) under the laws of the jurisdiction
of its incorporation or organization, with the requisite power and authority to
own and use its properties and assets and to carry on its business as currently
conducted.  Neither the Company nor any Subsidiary is in violation nor
default of any of the provisions of its respective certificate or articles of
incorporation, bylaws or other organizational or charter documents.  Each
of the Company and the Subsidiaries is duly qualified to conduct business and is
in good standing as a foreign corporation or other entity in each jurisdiction
in which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good
standing, as the case may be, would not have or reasonably be expected to result
in: (i) a material adverse effect on the legality, validity or enforceability of
any Transaction Document, (ii) a material adverse effect on the results of
operations, assets, business, prospects or condition (financial or otherwise) of
the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse
effect on the Company’s ability to perform in any material respect on a timely
basis its obligations under any Transaction Document (any of (i), (ii) or (iii),
a “Material Adverse
Effect”) and no Proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such
power and authority or qualification.


    
      
         


      

      
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    (c)         Authorization;
Enforcement.  The Company has the requisite corporate power and
authority to enter into and to consummate the transactions contemplated by this
Agreement and each of the other Transaction Documents and otherwise to carry out
its obligations hereunder and thereunder.  The execution and delivery of
each of this Agreement and the other Transaction Documents by the Company and
the consummation by it of the transactions contemplated hereby and thereby have
been duly authorized by all necessary action on the part of the Company and no
further action is required by the Company, the Board of Directors or the
Company’s stockholders in connection herewith or therewith other than in
connection with the Required Approvals.  This Agreement and each other
Transaction Document to which it is a party has been (or upon delivery will have
been) duly executed by the Company and, when delivered in accordance with the
terms hereof and thereof, will constitute the valid and binding obligation of
the Company enforceable against the Company in accordance with its terms,
except: (i) as limited by general equitable principles and applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies and (iii) insofar as indemnification and
contribution provisions may be limited by applicable law or public
policy.

     

    (d)        No Conflicts. 
The execution, delivery and performance by the Company of this Agreement and the
other Transaction Documents to which it is a party, the issuance and sale of the
Securities and the consummation by it of the transactions contemplated hereby
and thereby do not and will not: (i) conflict with or violate any provision of
the Company’s or any Subsidiary’s certificate or articles of incorporation,
bylaws or other organizational or charter documents, (ii) conflict with, or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, result in the creation of any Lien upon any of
the properties or assets of the Company or any Subsidiary, or give to others any
rights of termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility, debt or other
instrument (evidencing a Company or Subsidiary debt or otherwise) or other
understanding to which the Company or any Subsidiary is a party or by which any
property or asset of the Company or any Subsidiary is bound or affected, or
(iii) subject to the Required Approvals, conflict with or result in a violation
of any law, rule, regulation, order, judgment, injunction, decree or other
restriction of any court or governmental authority to which the Company or a
Subsidiary is subject (including federal and state securities laws and
regulations), or by which any property or asset of the Company or a Subsidiary
is bound or affected; except in the case of each of clauses (ii) and (iii), such
as would not have or reasonably be expected to result in a Material Adverse
Effect.


    
      
         


      

      
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    (e)         Filings, Consents and
Approvals.  The Company is not required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other
governmental authority or other Person in connection with the execution,
delivery and performance by the Company of the Transaction Documents, other
than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii)
the filing with the Commission pursuant to the Registration
Rights  Agreement, (iii) the notice and/or application(s) to each
applicable Trading Market for the issuance and sale of the Securities and the
listing of the Shares and Warrant Shares for trading thereon in the time and
manner required thereby, (iv) the filing of Form D with the Commission and such
filings as are required to be made under applicable state securities laws and
(v) filings required by the Israeli Registrar of Companies (collectively, the
“Required
Approvals”).

     

    (f)         Issuance of the
Securities.  The Securities are duly authorized and, when issued and
paid for in accordance with the applicable Transaction Documents, will be duly
and validly issued, fully paid and nonassessable, free and clear of all Liens
imposed by the Company other than restrictions on transfer provided for in the
Transaction Documents.  The Warrant Shares, when issued and paid for in
accordance with the terms of the Warrants, will be validly issued, fully paid
and nonassessable, free and clear of all Liens imposed by the Company other than
restrictions on transfer provided for in the Transaction Documents.  The
Company has reserved from its duly authorized capital stock the maximum number
of Ordinary Shares issuable pursuant to this Agreement and the
Warrants.

     

    (g)         Capitalization. 
The authorized capitalization of the Company is as set forth in the SEC Reports.
The Company has not issued any capital stock since its most recently filed
periodic report under the Exchange Act, other than pursuant to the exercise of
employee stock options under the Company’s stock option plans, the issuance of
Ordinary Shares to employees pursuant to the Company’s employee stock purchase
plans and pursuant to the conversion and/or exercise of Ordinary Shares
Equivalents outstanding as of the date of the most recently filed periodic
report under the Exchange Act.  No Person has any right of first refusal,
preemptive right, right of participation, or any similar right to participate in
the transactions contemplated by the Transaction Documents.  Except as set
forth in the SEC Reports, pursuant to the Company’s stock plans and as a result
of the purchase and sale of the Securities, there are no outstanding options,
warrants, scrip rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities, rights or obligations convertible into or
exercisable or exchangeable for, or giving any Person any right to subscribe for
or acquire any Ordinary Shares, or contracts, commitments, understandings or
arrangements by which the Company or any Subsidiary is or may become bound to
issue additional Ordinary Shares or Ordinary Shares Equivalents.  The
issuance and sale of the Securities will not obligate the Company to issue
Ordinary Shares or other securities to any Person (other than the Purchasers)
and will not result in a right of any holder of Company securities to adjust the
exercise, conversion, exchange or reset price under any of such securities. All
of the outstanding shares of capital stock of the Company are duly authorized,
validly issued, fully paid and nonassessable, have been issued in compliance
with all applicable federal and state securities laws, and none of such
outstanding shares was issued in violation of any preemptive rights or similar
rights to subscribe for or purchase securities.  No further approval or
authorization of any stockholder, the Board of Directors or others is required
for the issuance and sale of the Securities.  There are no stockholders
agreements, voting agreements or other similar agreements with respect to the
Company’s capital stock to which the Company is a party or, to the knowledge of
the Company, between or among any of the Company’s
stockholders.


    
      
         


      

      
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    (h)        SEC Reports; Financial
Statements.  The Company has filed all reports, schedules, forms,
statements and other documents required to be filed by the Company under the
Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two
years preceding the date hereof (or such shorter period as the Company was
required by law or regulation to file such material) (the foregoing materials,
including the exhibits thereto and documents incorporated by reference therein,
being collectively referred to herein as the “SEC Reports”) on a
timely basis or has received a valid extension of such time of filing and has
filed any such SEC Reports prior to the expiration of any such extension. 
As of their respective dates, the SEC Reports complied in all material respects
with the requirements of the Exchange Act and none of the SEC Reports, when
filed, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.  The Company has never been an issuer subject to the
disqualification provisions of Rule 144(i) under the Securities Act. Except as
set forth on Schedule
3.1(h), the financial statements of the Company included in the SEC
Reports comply in all material respects with applicable accounting requirements
and the rules and regulations of the Commission with respect thereto as in
effect at the time of filing.  Except as set forth on Schedule 3.1(h), such
financial statements have been prepared in accordance with United States
generally accepted accounting principles applied on a consistent basis during
the periods involved (“GAAP”), except as may
be otherwise specified in such financial statements or the notes thereto and
except that unaudited financial statements may not contain all footnotes
required by GAAP, and fairly present in all material respects the financial
position of the Company and its consolidated Subsidiaries as of and for the
dates thereof and the results of operations and cash flows for the periods then
ended, subject, in the case of unaudited statements, to normal, immaterial,
year-end audit adjustments.

     

    (i)         Material Changes;
Undisclosed Events, Liabilities or Developments.  Since the date of
the latest audited financial statements included within the SEC Reports, except
as disclosed in a subsequent SEC Report filed prior to the date hereof: (i)
there has been no event, occurrence or development that has had or that could
reasonably be expected to result in a Material Adverse Effect, (ii) the Company
has not incurred any material liabilities (contingent or otherwise) other than
(A) trade payables and accrued expenses incurred in the ordinary course of
business consistent with past practice and (B) liabilities not required to be
reflected in the Company’s financial statements pursuant to GAAP or disclosed in
filings made with the Commission, (iii) the Company has not altered its method
of accounting, (iv) the Company has not declared or made any dividend or
distribution of cash or other property to its stockholders or purchased,
redeemed or made any agreements to purchase or redeem any shares of its capital
stock and (v) the Company has not issued any equity securities to any officer,
director or Affiliate, except pursuant to existing Company stock option
plans.  The Company does not have pending before the Commission any request
for confidential treatment of information.  Except as set forth in Schedule 3.1(i) and
for the issuance of the Securities contemplated by this Agreement, no event,
liability, fact, circumstance, occurrence or development has occurred or exists,
or is reasonably expected to occur or exist, with respect to the Company or its
Subsidiaries or their respective businesses, properties, operations, assets or
financial condition, that would be required to be disclosed by the Company under
applicable securities laws at the time this representation is made or deemed
made that has not been publicly disclosed at least 1 Trading Day prior to the
date that this representation is made.


    
      
         


      

      
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    (j)         Litigation. 
Except as set forth in Schedule 3.1(j),
there is no action, suit, inquiry, notice of violation, proceeding or
investigation pending or, to the knowledge of the Company, threatened against or
affecting the Company, any Subsidiary or any of their respective properties
before or by any court, arbitrator, governmental or administrative agency or
regulatory authority (federal, state, county, local or foreign) (collectively,
an “Action”)
which (i) adversely affects or challenges the legality, validity or
enforceability of any of the Transaction Documents or the Securities or (ii)
could, if there were an unfavorable decision, have or reasonably be expected to
result in a Material Adverse Effect.  Except as set forth in Schedule 3.1(j),
neither the Company nor any Subsidiary, nor, to the Company’s knowledge, any
director or officer thereof, is or has been the subject of any Action involving
a claim of violation of or liability under federal or state securities laws or a
claim of breach of fiduciary duty.  There has not been, and to the
knowledge of the Company, there is not pending or contemplated, any
investigation by the Commission involving the Company or, to the Company’s
knowledge, any current director or officer of the Company.  The Commission
has not issued any stop order or other order suspending the effectiveness of any
registration statement filed by the Company or any Subsidiary under the Exchange
Act or the Securities Act.

     

    (k)         Labor
Relations.  No material labor dispute exists or, to the knowledge of
the Company, is imminent with respect to any of the employees of the Company,
which could reasonably be expected to result in a Material Adverse Effect. 
None of the Company’s or its Subsidiaries’ employees is a member of a union that
relates to such employee’s relationship with the Company or such Subsidiary, and
neither the Company nor any of its Subsidiaries is a party to a collective
bargaining agreement, and the Company and its Subsidiaries believe that their
relationships with their employees are good.  To the knowledge of the
Company, no executive officer of the Company or any Subsidiary is, or is now
expected to be, in violation of any material term of any employment contract,
confidentiality, disclosure or proprietary information agreement or
non-competition agreement, or any other contract or agreement or any restrictive
covenant in favor of any third party, and the continued employment of each such
executive officer does not subject the Company or any of its Subsidiaries to any
liability with respect to any of the foregoing matters.  The Company and
its Subsidiaries are in compliance with all applicable U.S. federal, state,
local and foreign laws and regulations relating to employment and employment
practices, terms and conditions of employment and wages and hours, except where
the failure to be in compliance could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


    
      
         


      

      
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    (l)         Compliance. 
Neither the Company nor any Subsidiary: (i) is in default under or in violation
of (and no event has occurred that has not been waived that, with notice or
lapse of time or both, would result in a default by the Company or any
Subsidiary under), nor has the Company or any Subsidiary received notice of a
claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a
party or by which it or any of its properties is bound (whether or not such
default or violation has been waived), (ii) is in violation of any judgment,
decree, or order of any court, arbitrator or other governmental authority or
(iii) is or has been in violation of any statute, rule, ordinance or regulation
of any governmental authority, including without limitation all foreign,
federal, state and local laws applicable to its business, except in each case as
would not have or reasonably be expected to result in a Material Adverse
Effect.

     

    (m)       Regulatory
Permits.  The Company and the Subsidiaries possess all certificates,
authorizations and permits issued by the appropriate federal, state, local or
foreign regulatory authorities necessary to conduct their respective businesses
as described in the SEC Reports, except where the failure to possess such
permits would not reasonably be expected to result in a Material Adverse Effect
(“Material
Permits”), and neither the Company nor any Subsidiary has received any
notice of proceedings relating to the revocation or modification of any Material
Permit.

     

    (n)        Title to
Assets.  The Company and the Subsidiaries have good and marketable
title in fee simple to all real property owned by them and good and marketable
title in all personal property owned by them that is material to the business of
the Company and the Subsidiaries, in each case free and clear of all Liens,
except for (i) Liens created under license or collaboration agreements relating
to the Company’s products or Intellectual Property Rights, (ii)Liens as do not
materially affect the value of such property and do not materially interfere
with the use made and proposed to be made of such property by the Company and
the Subsidiaries and (iii) Liens for the payment of federal, state or other
taxes, for which appropriate reserves have been made therefor in accordance with
GAAP and the payment of which is neither delinquent nor subject to
penalties.  Any real property and facilities held under lease by the
Company and the Subsidiaries are held by them under valid, subsisting and
enforceable leases with which the Company and the Subsidiaries are in
compliance, except where such non-compliance would not have or reasonably be
expected to result in a Material Adverse Effect.


    
      
         


      

      
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    (o)        Intellectual
Property.  The Company and the Subsidiaries have, or have rights to
use, all patents, patent applications, trademarks, trademark applications,
service marks, trade names, trade secrets, inventions, copyrights, licenses and
other intellectual property rights and similar rights necessary or material for
use in connection with their respective businesses as described in the SEC
Reports and which the failure to so have could have a Material Adverse Effect
(collectively, the “Intellectual Property Rights”).  None of, and neither
the Company nor any Subsidiary has received a notice (written or otherwise) that
any of, the Intellectual Property Rights has expired, terminated or been
abandoned, or is expected to expire or terminate or be abandoned, within two (2)
years from the date of this Agreement.  Neither the Company nor any
Subsidiary has received, since the date of the latest audited financial
statements included within the SEC Reports, a written notice of a claim or
otherwise has any knowledge that the Intellectual Property Rights violate or
infringe upon the rights of any Person, except as would not have a Material
Adverse Effect.  To the knowledge of the Company, all such Intellectual
Property Rights are enforceable.  The Company and its Subsidiaries have
taken reasonable security measures to protect the secrecy, confidentiality and
value of all of their intellectual properties, except where failure to do so
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

     

    (p)        Insurance.  The
Company and the Subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are prudent
and customary in the businesses in which the Company and the Subsidiaries are
engaged.  Neither the Company nor any Subsidiary has been notified that it
will not be able to renew its existing insurance coverage as and when such
coverage expires or to obtain similar coverage from similar insurers as may be
necessary to continue its business at a cost that would not have or reasonably
be expected to result in a Material Adverse Effect.

     

    (q)        Transactions With Affiliates
and Employees.  Except as set forth in the SEC Reports, none of the
officers or directors of the Company or any Subsidiary and, to the knowledge of
the Company, none of the employees of the Company or any Subsidiary is presently
a party to any transaction with the Company or any Subsidiary (other than for
services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, providing for
the borrowing of money from or lending of money to or otherwise requiring
payments to or from any officer, director or such employee or, to the knowledge
of the Company, any entity in which any officer, director, or any such employee
has a substantial interest or is an officer, director, trustee, stockholder,
member or partner, in each case in excess of $120,000 other than for: (i)
payment of salary or consulting fees for services rendered, (ii) reimbursement
for expenses incurred on behalf of the Company and (iii) other employee
benefits, including stock option agreements under any stock option plan of the
Company.


    
      
         


      

      
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    (r)         Sarbanes-Oxley; Internal
Accounting Controls.  The Company is in material compliance with any
and all requirements of the Sarbanes-Oxley Act of 2002 that are applicable to
the Company and effective as of the date hereof, and any and all rules and
regulations promulgated by the Commission thereunder that are applicable to the
Company and effective as of the date hereof and as of the Closing Date. The
Company and the Subsidiaries maintain a system of internal accounting controls
sufficient to provide reasonable assurance that: (i) transactions are executed
in accordance with management’s general or specific authorizations, (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain asset accountability, (iii)
access to assets is permitted only in accordance with management’s general or
specific authorization, and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences. The Company has established disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the Company and designed such disclosure controls and procedures
to provide reasonable assurance that information required to be disclosed by the
Company in the reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Commission’s rules and forms.  The Company’s certifying officers have
evaluated the effectiveness of the disclosure controls and procedures of the
Company as of the end of December 31, 2009 (such date, the “Evaluation
Date”).  The Company presented in its Annual Report on Form 20-F for
the year ended December 31, 2009 the conclusions of the certifying officers
about the effectiveness of the disclosure controls and procedures based on their
evaluations as of the Evaluation Date.  Since the Evaluation Date, there
have been no changes in the internal control over financial reporting (as such
term is defined in the Exchange Act) of the Company and its Subsidiaries that
have materially affected, or is reasonably likely to materially affect, the
internal control over financial reporting of the Company.

     

    (s)         Certain Fees. 
Except for the fee to be paid to Rodman & Renshaw, LLC, no brokerage or
finder’s fees or commissions are or will be payable by the Company
or  any Subsidiary to any broker, financial advisor or consultant,
finder, placement agent, investment banker, bank or other Person with respect to
the transactions contemplated by the Transaction Documents.  The Purchasers
shall have no obligation with respect to any fees or with respect to any claims
made by or on behalf of other Persons for fees of a type contemplated in this
Section that may be due from the Company in connection with the transactions
contemplated by the Transaction Documents.

     

    (t)         Private Placement.
Assuming the accuracy of the Purchasers’ representations and warranties set
forth in Section 3.2, no registration under the Securities Act is required for
the offer and sale of the Securities by the Company to the Purchasers as
contemplated hereby. The issuance and sale of the Securities hereunder does not
contravene the rules and regulations of the Trading Market.

     

    (u)        Investment Company.
The Company is not, and is not an Affiliate of, and immediately after receipt of
payment for the Securities, will not be or be an Affiliate of, an “investment
company” within the meaning of the Investment Company Act of 1940, as
amended.  The Company shall conduct its business in a manner so that it
will not become an “investment company” subject to registration under the
Investment Company Act of 1940, as amended.

     

    (v)        Registration
Rights.  Other than each of the Purchasers and except as set forth
on Schedule
3.1(v), no Person has any right to cause the Company to effect the
registration under the Securities Act of any securities of the Company or any
Subsidiary.


    
      
         


      

      
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    (w)       Listing and Maintenance
Requirements.  The Ordinary Shares are registered pursuant to
Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action
designed to, or which to its knowledge is likely to have the effect of,
terminating the registration of the Ordinary Shares under the Exchange Act nor
has the Company received any notification that the Commission is contemplating
terminating such registration.  Except as set forth on Schedule 3.1(w), the
Company has not, in the 12 months preceding the date hereof, received notice
from any Trading Market on which the Ordinary Shares are or have been listed or
quoted to the effect that the Company is not in compliance with the listing or
maintenance requirements of such Trading Market. Except as set forth on Schedule 3.1(w), the
Company is in compliance with all such listing and maintenance
requirements.

     

    (x)        Application of Takeover
Protections.  The Company and the Board of Directors have taken all
necessary action, if any, in order to render inapplicable any control share
acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Company’s
certificate of incorporation (or similar charter documents) or the laws of its
state of incorporation that is or could become applicable to the Purchasers as a
result of the Purchasers and the Company fulfilling their obligations or
exercising their rights under the Transaction Documents, including without
limitation as a result of the Company’s issuance of the Securities and the
Purchasers’ ownership of the Securities.

     

    (y)        Disclosure. 
Except with respect to (i) the material terms and conditions of the transactions
contemplated by the Transaction Documents and (ii) such information that will be
publicly disclosed no later than 9:00 a.m. (New York City time) on the Trading
Day immediately following the date hereof, the Company confirms that neither it
nor any other Person acting on its behalf has provided any of the Purchasers or
their agents or counsel with any information that it believes constitutes or
might constitute material, non-public information.   The Company
understands and confirms that the Purchasers will rely on the foregoing
representation in effecting transactions in securities of the Company.  All
of the disclosure furnished by or on behalf of the Company to the Purchasers
regarding the Company and its Subsidiaries, their respective businesses and the
transactions contemplated hereby, including the Disclosure Schedules to this
Agreement, is true and correct and does not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading. The Company acknowledges and agrees that no Purchaser
makes or has made any representations or warranties with respect to the
transactions contemplated hereby other than those specifically set forth in
Section 3.2 hereof.

     

    (z)         No Integrated
Offering. Assuming the accuracy of the Purchasers’ representations and
warranties set forth in Section 3.2, neither the Company, nor any of its
Affiliates, nor any Person acting on its or their behalf has, directly or
indirectly, made any offers or sales of any security or solicited any offers to
buy any security, under circumstances that would cause this offering of the
Securities to be integrated with prior offerings by the Company for purposes of
(i) the Securities Act which would require the registration of any such
securities under the Securities Act, or (ii) any applicable shareholder approval
provisions of any Trading Market on which any of the securities of the Company
are listed or designated.


    
      
         


      

      
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    (aa)       Solvency.  The
Company has no knowledge of any facts or circumstances which lead it to believe
that it will file for reorganization or liquidation under the bankruptcy or
reorganization laws of any jurisdiction within 4 months from the Closing
Date.

     

    (bb)      Tax Status. 
Except for matters that would not, individually or in the aggregate, have or
reasonably be expected to result in a Material Adverse Effect, the Company and
each Subsidiary has filed all necessary United States federal and state income
and all foreign income and franchise tax returns and has paid or accrued all
taxes shown as due thereon.  There are no unpaid taxes in any material
amount claimed to be overdue by the Company by the taxing authority of any
jurisdiction, and the officers of the Company or of any Subsidiary know of no
basis for any such claim.

     

    (cc)       No General
Solicitation.  Neither the Company nor any person acting on behalf
of the Company has offered or sold any of the Securities by any form of general
solicitation or general advertising.  The Company has offered the
Securities for sale only to the Purchasers and other “accredited investors”
within the meaning of Rule 501 under the Securities Act.

     

    (dd)      Foreign Corrupt
Practices.  Neither the Company nor any Subsidiary, to the knowledge
of the Company or any Subsidiary, any agent or other person acting on behalf of
the Company or any Subsidiary, has: (i) directly or indirectly, used any funds
for unlawful contributions, gifts, entertainment or other unlawful expenses
related to foreign or domestic political activity, (ii) made any unlawful
payment to foreign or domestic government officials or employees or to any
foreign or domestic political parties or campaigns from corporate funds, (iii)
failed to disclose fully any contribution made by the Company or any Subsidiary
(or made by any person acting on its behalf of which the Company is aware) which
is in violation of law or (iv) violated in any material respect any provision of
the Foreign Corrupt Practices Act of 1977, as amended.

     

    (ee)       Accountants.  To
the knowledge of the Company, the Company’s independent registered public
accounting firm, Kost, Forer, Gabbay & Kasierer, a member of Ernst &
Young Global: (i) is a registered public accounting firm as required by the
Exchange Act and (ii) shall express its opinion with respect to the financial
statements to be included in the Company’s Annual Report on Form 20-F for the
fiscal year ending December 31, 2010.

     

    (ff)        No Disagreements with
Accountants and Lawyers.There are no disagreements of any kind presently
existing, or reasonably anticipated by the Company to arise, between the Company
and the accountants and lawyers formerly or presently employed by the
Company.


    
      
         


      

      
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    (gg)      Acknowledgment Regarding
Purchasers’ Purchase of Securities.  The Company acknowledges and
agrees that each of the Purchasers is acting solely in the capacity of an arm’s
length purchaser with respect to the Transaction Documents and the transactions
contemplated thereby. The Company further acknowledges that no Purchaser is
acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to the Transaction Documents and the transactions
contemplated thereby and any advice given by any Purchaser or any of their
respective representatives or agents in connection with the Transaction
Documents and the transactions contemplated thereby is merely incidental to the
Purchasers’ purchase of the Securities.  The Company further represents to
each Purchaser that the Company’s decision to enter into this Agreement and the
other Transaction Documents has been based solely on the independent evaluation
of the transactions contemplated hereby by the Company and its
representatives.

     

    (hh)      Acknowledgment Regarding
Purchaser’s Trading Activity. Anything in this Agreement or
elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and
4.13 hereof), it is understood and acknowledged by the Company that: (i) none of
the Purchasers has been asked by the Company to agree, nor has any
Purchaser agreed, to desist from purchasing or selling, long and/or short,
securities of the Company, or “derivative” securities based on securities issued
by the Company or to hold the Securities for any specified term, (ii) past or
future open market or other transactions by any Purchaser, specifically
including, without limitation, Short Sales or “derivative” transactions, before
or after the closing of this or future private placement transactions, may
negatively impact the market price of the Company’s publicly-traded securities,
(iii) any Purchaser, and counter-parties in “derivative” transactions to which
any such Purchaser is a party, directly or indirectly, may presently have a
“short” position in the Ordinary Shares and (iv) each Purchaser shall not be
deemed to have any affiliation with or control over any arm’s length
counter-party in any “derivative” transaction.  The Company further
understands and acknowledges that (y) one or more Purchasers may engage in
hedging activities at various times during the period that the Securities are
outstanding, including, without limitation, during the periods that the value of
the Warrant Shares deliverable with respect to Securities are being determined,
and (z) such hedging activities (if any) could reduce the value of the existing
stockholders' equity interests in the Company at and after the time that the
hedging activities are being conducted.  The Company acknowledges that such
aforementioned hedging activities do not constitute a breach of any of the
Transaction Documents.

     

    (ii)         Regulation M
Compliance.  The Company has not, and to its knowledge no one acting
on its behalf has, (i) taken, directly or indirectly, any action designed to
cause or to result in the stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of any of the
Securities, (ii) sold, bid for, purchased, or paid any compensation for
soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay
to any Person any compensation for soliciting another to purchase any other
securities of the Company, other than, in the case of clauses (ii) and (iii),
compensation paid to the Company’s placement agent in connection with the
placement of the Securities.


    
      
         


      

      
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    (jj)        
FDA.  No
test conducted in the Company’s laboratory is currently being promoted or sold
in a manner that would require the Company to submit a premarket notice or
premarket approval application to the U.S. Food and Drug Administration
(“FDA”).  There is no pending, completed or, to the Company's knowledge,
threatened, action (including any lawsuit, arbitration, or legal or
administrative or regulatory proceeding, charge, complaint, or investigation)
against the Company or any of its Subsidiaries, and none of the Company or any
of its Subsidiaries has received any notice, warning letter or other
communication from the FDA or any other governmental entity, which alleges that
any Company test is being offered in violation of any laws, rules or
regulations.  The Company has not been informed by the FDA that the FDA
will prohibit the marketing, sale, license or use in the United States of any
product proposed to be developed, produced or marketed by the
Company.

     

    (kk)       Form F-3
Eligibility.  The Company is eligible to register the resale of the
Securities for resale by the Purchaser on Form F-3 promulgated under the
Securities Act.

     

    (ll)         Office of Foreign Assets
Control.  Neither the Company nor any Subsidiary  nor, to
the Company's knowledge, any director, officer, agent, employee or affiliate of
the Company or any Subsidiary is currently subject to any U.S. sanctions
administered by the Office of Foreign Assets Control of the U.S. Treasury
Department (“OFAC”).

     

    (mm)     U.S. Real Property Holding
Corporation.  The Company is not and has never been a U.S. real
property holding corporation within the meaning of Section 897 of the Internal
Revenue Code of 1986, as amended, and the Company shall so certify upon
Purchaser’s request.

     

    (nn)      Bank Holding Company
Act.  Neither the Company nor any of its Subsidiaries or Affiliates
is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to
regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”).  Neither the Company nor any of its Subsidiaries or
Affiliates owns or controls, directly or indirectly, five percent (5%) or more
of the outstanding shares of any class of voting securities or twenty-five
percent or more of the total equity of a bank or any entity that is subject to
the BHCA and to regulation by the Federal Reserve.  Neither the Company nor
any of its Subsidiaries or Affiliates exercises a controlling influence over the
management or policies of a bank or any entity that is subject to the BHCA and
to regulation by the Federal Reserve.

     

    (oo)      Money
Laundering.  The operations of the Company and its Subsidiaries are
and have been conducted at all times in compliance with applicable financial
record-keeping and reporting requirements of the Currency and Foreign
Transactions Reporting Act of 1970, as amended, applicable money laundering
statutes and applicable rules and regulations thereunder (collectively, the
“Money Laundering
Laws”), and no action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving the Company
or any Subsidiary with respect to the Money Laundering Laws is pending or, to
the knowledge of the Company or any Subsidiary, threatened.


    
      
         


      

      
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    3.2         Representations and
Warranties of the Purchasers.  Each Purchaser, for itself and for no
other Purchaser, hereby represents and warrants as of the date hereof and as of
the Closing Date to the Company as follows (unless as of a specific date
therein):

     

    (a)         Organization;
Authority.  Such Purchaser is either an individual or an entity duly
organized, validly existing and in good standing (where such concept is
recognized) under the laws of the jurisdiction of its organization with full
right, corporate, partnership, limited liability company or similar power and
authority to enter into and to consummate the transactions contemplated by the
Transaction Documents and otherwise to carry out its obligations hereunder and
thereunder. The execution and delivery of the Transaction Documents and
performance by such Purchaser of the transactions contemplated by the
Transaction Documents have been duly authorized by all necessary corporate,
partnership, limited liability company or similar action, as applicable, on the
part of such Purchaser.  Each Transaction Document to which it is a party
has been duly executed by such Purchaser, and when delivered by such Purchaser
in accordance with the terms hereof, will constitute the valid and legally
binding obligation of such Purchaser, enforceable against it in accordance with
its terms, except: (i) as limited by general equitable principles and applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies and (iii) insofar as indemnification and
contribution provisions may be limited by applicable law.

     

    (b)        No Conflicts. 
The execution, delivery and performance by such Purchaser of the Transaction
Documents and the consummation by it of the transactions contemplated hereby and
thereby to which it is a party do not and will not (i) conflict with or violate
any provision of such Purchaser’s certificate or articles of incorporation,
bylaws or other organizational or charter documents, or (ii) conflict with, or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, result in the creation of any Lien upon any of
the properties or assets of such Purchaser, or give to others any rights of
termination, amendment, acceleration or cancellation (with or without notice,
lapse of time or both) of, any agreement, credit facility, debt or other
instrument (evidencing a Purchaser debt or otherwise) or other understanding to
which such Purchaser is a party or by which any property or asset of such
Purchaser is bound or affected, or (iii) conflict with or result in a violation
of any law, rule, regulation, order, judgment, injunction, decree or other
restriction of any court or governmental authority to which such Purchaser is
subject (including federal and state securities laws and regulations), or by
which any property or asset of such Purchaser is bound or affected except in the
case of each of clauses (ii) and (iii), such as would not reasonably be expected
to have a material adverse effect on such Purchaser’s ability to perform in any
material respect its obligations under any Transaction
Documents.


    
      
         


      

      
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    (c)     
   Own
Account.  Such Purchaser understands that the Securities are
“restricted securities” and have not been registered under the Securities Act,
the Israel Securities Law 1968,  or any applicable state securities
law and is acquiring the Securities as principal for its own account and not
with a view to or for distributing or reselling such Securities or any part
thereof in violation of the Securities Act, the Israel Securities Law
1968,  or any applicable state securities law, has no present
intention of distributing any of such Securities in violation of the Securities
Act or any applicable state securities law and has no direct or indirect
arrangement or understandings with any other persons to distribute or regarding
the distribution of such Securities in violation of the Securities Act, the
Israel Securities Law 1968,   or any applicable state securities
law (this representation and warranty not limiting such Purchaser’s right to
sell the Securities pursuant to the Registration Statement or otherwise in
compliance with applicable federal and state securities laws).  Such
Purchaser is acquiring the Securities hereunder in the ordinary course of its
business.

     

    (d)         Purchaser
Status.  At the time such Purchaser was offered the Securities, it
was, and as of the date hereof it is, and on the Closing date and on each date
on which it exercises any Warrants, it will (i) be an “accredited investor” as
defined in Rule 501 under the Securities Act, (ii) not be in Israel or an
Israeli citizen, corporation or resident, or controlled by an Israeli citizen,
corporation or resident, and (iii) not be related to any officer or director of
the Company.  Such Purchaser is not required to be registered as a
broker-dealer under Section 15 of the Exchange Act.

     

    (e)         Experience of Such
Purchaser; Information.  Such Purchaser, either alone or together
with its representatives, has such knowledge, sophistication and experience in
business and financial matters so as to be capable of evaluating the merits and
risks of the prospective investment in the Securities, and has so evaluated the
merits and risks of such investment.  Such Purchaser is able to bear the
economic risk of an investment in the Securities and, at the present time, is
able to afford a complete loss of such investment. Such Purchaser and its
advisors, if any, have been furnished with all materials relating to the
business, financial condition and results of operations of the Company, and
materials relating to the offer and sale of the Securities, that have been
requested by such Purchaser or its advisors, if any.  Such Purchaser
acknowledges and understands that its investment in the Securities involves a
significant degree of risk.

     

    (f)         General
Solicitation.  Such Purchaser is not purchasing the Securities as a
result of any advertisement, article, notice or other communication regarding
the Securities published in any newspaper, magazine or similar media or
broadcast over television or radio or presented at any seminar or any other
general solicitation or general advertisement.

     

    (g)        Certain
Transactions
and Confidentiality.  Other than consummating the transactions
contemplated hereunder, such Purchaser has not directly or indirectly, nor
has any Person acting on behalf of or pursuant to any understanding with such
Purchaser, executed any purchases or sales, including Short Sales, of the
securities of the Company during the period commencing as of the time that such
Purchaser first became aware of the transactions contemplated hereunder and
ending immediately prior to the execution hereof.  Notwithstanding the
foregoing, in the case of a Purchaser that is a multi-managed investment vehicle
whereby separate portfolio managers manage separate portions of such Purchaser’s
assets and the portfolio managers have no direct knowledge of the investment
decisions made by the portfolio managers managing other portions of such
Purchaser’s assets, the representation set forth above shall only apply with
respect to the portion of assets managed by the portfolio manager that made the
investment decision to purchase the Securities covered by this Agreement. 
Other than to other Persons party to this Agreement, such Purchaser has
maintained the confidentiality of all disclosures made to it in connection with
this transaction (including the existence and terms of this transaction).
Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein
shall constitute a representation or warranty, or preclude any actions, with
respect to the identification of the availability of, or securing of, available
shares to borrow in order to effect Short Sales or similar transactions in the
future.


    
      
         


      

      
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    The
Company acknowledges and agrees that the representations contained in Section
3.2 shall not modify, amend or affect such Purchaser’s right to rely on the
Company’s representations and warranties contained in this Agreement or any
representations and warranties contained in any other Transaction
Document.

     

    ARTICLE
IV.

    OTHER
AGREEMENTS OF THE PARTIES

     

    4.1         Transfer
Restrictions.

     

    (a)         The
Securities may only be disposed of in compliance with state and federal
securities laws.  In connection with any transfer of Securities other than
pursuant to an effective registration statement or Rule 144, to the Company or
to an Affiliate of a Purchaser or in connection with a pledge as contemplated in
Section 4.1(b), the Company may require the transferor thereof to provide to the
Company an opinion of counsel selected by the transferor and reasonably
acceptable to the Company, the form and substance of which opinion shall be
reasonably satisfactory to the Company, to the effect that such transfer does
not require registration of such transferred Securities under the Securities
Act.  As a condition of transfer, any such transferee shall agree in
writing to be bound by the terms of this Agreement and the Registration Rights
Agreement and shall have the rights and obligations of a Purchaser under this
Agreement and the Registration Rights Agreement.

     

    (b)         The
Purchasers agree to the imprinting, so long as is required by this Section 4.1,
of a legend on any of the Securities in substantially the following
form:

     

    THIS
SECURITY HAS NOT BEEN  REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY.  THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A
FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)
UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH
SECURITIES.


    
      
         


      

      
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    The
Company acknowledges and agrees that a Purchaser may from time to time pledge
pursuant to a bona fide margin agreement with a registered broker-dealer or
grant a security interest in some or all of the Securities to a financial
institution that is an “accredited investor” as defined in Rule 501(a) under the
Securities Act and who agrees to be bound by the provisions of this Agreement
and the Registration Rights Agreement and, if required under the terms of such
arrangement, such Purchaser may transfer pledged or secured Securities to the
pledgees or secured parties.  Such a pledge or transfer would not be
subject to approval of the Company and no legal opinion of legal counsel of the
pledgee, secured party or pledgor shall be required in connection
therewith.  Further, no notice shall be required of such pledge.  At
the appropriate Purchaser’s expense, the Company will execute and deliver such
reasonable documentation as a pledgee or secured party of Securities may
reasonably request in connection with a pledge or transfer of the Securities,
including, if the Securities are subject to registration pursuant to the
Registration Rights Agreement, the preparation and filing of any required
prospectus supplement under Rule 424(b)(3) under the Securities Act or other
applicable provision of the Securities Act to appropriately amend the list of
Selling Stockholders (as defined in the Registration Rights Agreement)
thereunder.

     

    (c)         Certificates
evidencing the Shares and Warrant Shares shall not contain any legend (including
the legend set forth in Section 4.1(b) hereof), (i) while a registration
statement (including the Registration Statement) covering the resale of such
security is effective under the Securities Act, (ii) following any sale of such
Shares or Warrant Shares pursuant to Rule 144, (iii) if such Shares or Warrant
Shares are eligible for sale under Rule 144, without the requirement for the
Company to be in compliance with the current public information required under
Rule 144 as to such Shares and Warrant Shares and without volume or
manner-of-sale restrictions, or (iv) if such legend is not required under
applicable requirements of the Securities Act (including judicial
interpretations and pronouncements issued by the staff of the Commission). 
The Company shall cause its counsel to issue a legal opinion to the Transfer
Agent promptly after the Effective Date if required by the Transfer Agent to
effect the removal of the legend hereunder.  If all or any portion of a
Warrant is exercised at a time when there is an effective registration statement
to cover the resale of the Warrant Shares, or if such Shares or Warrant Shares
may be sold under Rule 144 and the Company is then in compliance with the
current public information required under Rule 144, or if the Shares or Warrant
Shares may be sold under Rule 144 without the requirement for the Company to be
in compliance with the current public information required under Rule 144 as to
such Shares or Warrant Shares or if such legend is not otherwise required under
applicable requirements of the Securities Act (including judicial
interpretations and pronouncements issued by the staff of the Commission) then
such Warrant Shares shall be issued free of all legends. The Company agrees that
following the Effective Date or at such time as such legend is no longer
required under this Section 4.1(c), it will, no later than three Trading Days
following the delivery by a Purchaser to the Transfer Agent of a certificate
representing Shares or Warrant Shares, as the case may be, issued with a
restrictive legend (such third Trading Day, the “Legend Removal
Date”), deliver or cause to be delivered to such Purchaser a certificate
representing such shares that is free from all restrictive and other
legends.  The Company may not make any notation on its records or give
instructions to the Transfer Agent that enlarge the restrictions on transfer set
forth in this Section 4.  Certificates for Securities subject to legend
removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by
crediting the account of the Purchaser’s prime broker with the Depository Trust
Company System as directed by such Purchaser.


    
      
         


      

      
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    (d) 
       In addition to such Purchaser’s other
available remedies, the Company shall pay to a Purchaser, in cash, as partial
liquidated damages and not as a penalty, for each $1,000 of Shares or Warrant
Shares (based on the VWAP of the Ordinary Shares on the date such Securities are
submitted to the Transfer Agent) delivered for removal of the restrictive legend
and subject to Section 4.1(c), $5 per Trading Day (increasing to $10 per Trading
Day five (5) Trading Days after such damages have begun to accrue) for each
Trading Day after the Legend Removal Date until such certificate is delivered
without a legend. Nothing herein shall limit such Purchaser’s right to pursue
actual damages for the Company’s failure to deliver certificates representing
any Securities as required by the Transaction Documents, and such Purchaser
shall have the right to pursue all remedies available to it at law or in equity
including, without limitation, a decree of specific performance and/or
injunctive relief.

     

    (e)         Each
Purchaser, severally and not jointly with the other Purchasers, agrees with the
Company that such Purchaser will sell any Securities pursuant to either the
registration requirements of the Securities Act, including any applicable
prospectus delivery requirements, or an exemption therefrom, and that if
Securities are sold pursuant to a Registration Statement, they will be sold in
compliance with the plan of distribution set forth therein, and acknowledges
that the removal of the restrictive legend from certificates representing
Securities as set forth in this Section 4.1 is predicated upon the Company’s
reliance upon this understanding.

     

    4.2         Furnishing of
Information;
Public Information.

     

    (a)         Until
the earliest of the time that (i) no Purchaser owns Securities or (ii) the
Warrants have expired, the Company covenants to use commercially reasonable
efforts to to timely file (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by the
Company after the date hereof pursuant to the Exchange Act even if the Company
is not then subject to the reporting requirements of the Exchange
Act.


    
      
         


      

      
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    (b)        At
any time during the period commencing from the six (6) month anniversary of the
date hereof and ending at such time that all of the Securities may be sold
without the requirement for the Company to be in compliance with Rule 144(c)(1)
and otherwise without restriction or limitation pursuant to Rule 144, if the
Company shall fail for any reason to satisfy the current public information
requirement under Rule 144(c) (a “Public Information
Failure”) then, in addition to such Purchaser’s other available remedies,
the Company shall pay to a Purchaser, in cash, as partial liquidated damages and
not as a penalty, by reason of any such delay in or reduction of its ability to
sell the Securities, an amount in cash equal to two percent (2.0%) of the
aggregate Subscription Amount of such Purchaser’s Securities on the day of a
Public Information Failure and on every thirtieth (30th) day
(pro rated for periods totaling less than thirty days) thereafter until the
earlier of (a) the date such Public Information Failure is cured and (b) such
time that such public information is no longer required  for the Purchasers
to transfer the Shares and Warrant Shares pursuant to Rule 144.  The
payments to which a Purchaser shall be entitled pursuant to this Section 4.2(b)
are referred to herein as “Public Information Failure
Payments.”  Public Information Failure Payments shall be paid
on the earlier of (i) the last day of the calendar month during which such
Public Information Failure Payments are incurred
and (ii) the third (3rd)
Business Day after the event or failure giving rise to the Public Information
Failure Payments is
cured.  In the event the Company fails to make Public Information
Failure Payments in
a timely manner, such Public Information Failure Payments shall bear
interest at the rate of 1.5% per month (prorated for partial months) until paid
in full. Nothing herein shall limit such Purchaser’s right to pursue actual
damages for the Public Information Failure, and such Purchaser shall have the
right to pursue all remedies available to it at law or in equity including,
without limitation, a decree of specific performance and/or injunctive
relief.

     

    4.3         Integration. 
The Company shall not sell, offer for sale or solicit offers to buy or otherwise
negotiate in respect of any security (as defined in Section 2 of the Securities
Act) that would be integrated with the offer or sale of the Securities in a
manner that would require the registration under the Securities Act of the sale
of the Securities or that would be integrated with the offer or sale of the
Securities for purposes of the rules and regulations of any Trading Market such
that it would require shareholder approval prior to the closing of such other
transaction unless shareholder approval is obtained before the closing of such
subsequent transaction.

     

    4.4         Securities Laws Disclosure;
Publicity.  The Company shall, by 9:00 a.m. (New York City time) on
the Trading Day immediately following the date hereof, issue a press release
disclosing the material terms of the transactions contemplated hereby.  The
Company shall, within four Business Days following the date hereof, file a
Report on Form 6-K disclosing the material terms of the transactions
contemplated hereby, which Form 6-K shall include the Transaction Documents as
exhibits thereto. From and after the issuance of such press release, the Company
represents to the Purchasers that it shall have publicly disclosed all material,
non-public information delivered to any of the Purchasers by the Company or any
of its Subsidiaries, or any of their respective officers, directors, employees
or agents in connection with the transactions contemplated by the Transaction
Documents.  The Company and each Purchaser shall consult with each other in
issuing any other press releases with respect to the transactions contemplated
hereby, and neither the Company nor any Purchaser shall issue any such press
release nor otherwise make any such public statement without the prior consent
of the Company, with respect to any press release of any Purchaser, or without
the prior consent of each Purchaser, with respect to any press release of the
Company, which consent shall not unreasonably be withheld or delayed, except if
such disclosure is required by law, in which case the disclosing party shall
promptly provide the other party with prior notice of such public statement or
communication.  Notwithstanding the foregoing, the Company shall not
publicly disclose the name of any Purchaser, or include the name of any
Purchaser in any filing with the Commission or any regulatory agency or Trading
Market, without the prior written consent of such Purchaser, except: (a) as
required by federal securities law in connection with (i) any registration
statement contemplated by the Registration Rights Agreement and (ii) the filing
of final Transaction Documents (including signature pages thereto) with the
Commission and (b) to the extent such disclosure is required by law or Trading
Market regulations, in which case the Company shall provide the Purchasers with
prior notice of such disclosure permitted under this clause
(b).


    
      
         


      

      
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    4.5         Shareholder Rights
Plan.  No claim will be made or enforced by the Company or, with the
consent of the Company, any other Person, that any Purchaser is an “Acquiring
Person” under any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or similar anti-takeover
plan or arrangement in effect or hereafter adopted by the Company, or that any
Purchaser could be deemed to trigger the provisions of any such plan or
arrangement, solely by virtue of receiving Securities under the Transaction
Documents or under any other agreement between the Company and the
Purchasers.

     

    4.6         Non-Public
Information.  Except with respect to the material terms and
conditions of the transactions contemplated by the Transaction Documents, the
Company covenants and agrees that neither it, nor any other Person acting on its
behalf, will provide any Purchaser or its agents or counsel with any information
that the Company believes constitutes material non-public information, unless
prior thereto such Purchaser shall have entered into a written agreement with
the Company regarding the confidentiality and use of such information.  The
Company understands and confirms that each Purchaser shall be relying on the
foregoing covenant in effecting transactions in securities of the
Company.

     

    4.7         Use of
Proceeds.  Except as set forth on Schedule 4.7 attached
hereto, the Company shall use the net proceeds from the sale of the Securities
hereunder for working capital purposes and shall not use such proceeds: (a) for
the satisfaction of any portion of the Company’s debt (other than payment of
trade payables in the ordinary course of the Company’s business and prior
practices), (b) for the redemption of any Ordinary Shares or Ordinary Shares
Equivalents, (c) for the settlement of any outstanding litigation or (d) in
violation of FCPA or OFAC regulations.


    
      
         


      

      
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    4.8         Indemnification of
Purchasers.   Subject to the provisions of this Section 4.8,
the Company will indemnify and hold each Purchaser and its directors, officers,
shareholders, members, partners, employees and agents (and any other Persons
with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title), each Person who
controls such Purchaser (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a
functionally equivalent role of a Person holding such titles notwithstanding a
lack of such title or any other title) of such controlling persons (each, a
“Purchaser
Party”) harmless from any and all losses, liabilities, obligations,
claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys’ fees and
costs of investigation that any such Purchaser Party may suffer or incur due to
a claim by a third party as a result of or relating to any action instituted
against the Purchaser Parties in any capacity, or any of them or their
respective Affiliates, by any stockholder of the Company who is not an Affiliate
of such Purchaser Parties, with respect to any of the transactions contemplated
by the Transaction Documents (unless such action is based upon a breach of such
Purchaser Party’s representations, warranties or covenants under the Transaction
Documents or any agreements or understandings such Purchaser Parties may have
with any such stockholder or any violations by such Purchaser Parties of state
or federal securities laws or any conduct by such Purchaser Parties which
constitutes fraud, gross negligence, willful misconduct or malfeasance). 
If any action shall be brought against any Purchaser Party in respect of which
indemnity may be sought pursuant to this Agreement, such Purchaser Party shall
promptly notify the Company in writing, and the Company shall have the right to
assume the defense thereof with counsel of its own choosing reasonably
acceptable to the Purchaser Party.  Any Purchaser Party shall have the
right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Purchaser Party except to the extent that (i) the employment
thereof has been specifically authorized by the Company in writing, (ii) the
Company has failed after a reasonable period of time to assume such defense and
to employ counsel or (iii) in such action there is, in the reasonable opinion of
counsel, a material conflict on any material issue between the position of the
Company and the position of such Purchaser Party, in which case the Company
shall be responsible for the reasonable fees and expenses of no more than one
such separate counsel for all Purchaser Parties entitled to indemnification
hereunder.  The Company will not be liable to any Purchaser Party under
this Agreement (y) for any settlement by a Purchaser Party effected without the
Company’s prior written consent, which shall not be unreasonably withheld or
delayed; or (z) to the extent, but only to the extent that a loss, claim, damage
or liability is attributable to any Purchaser Party’s breach of any of the
representations, warranties, covenants or agreements made by such Purchaser
Party in this Agreement or in the other Transaction Documents.  The
indemnity agreements contained herein shall be in addition to any cause of
action or similar right of any Purchaser Party against the Company and any
liabilities that the Company may be subject to pursuant to law.  The
Company will have the exclusive right to settle any claim or proceeding,
provided that the Company will not settle any such claim, action or proceeding
without the prior written consent of the Purchaser Party, which will not be
unreasonably withheld or delayed; provided, however, that such consent shall not
be required if the settlement includes a full and unconditional release
satisfactory to the Purchaser Party from all liability arising or that may arise
out of such claim or proceeding and does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of any
Purchaser Party.

     

    4.9         Reservation of Ordinary Shares. As
of the date hereof, the Company has reserved and the Company shall continue to
reserve and keep available at all times, free of preemptive rights, a sufficient
number of Ordinary Shares for the purpose of enabling the Company to issue
Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of
the Warrants.

     

    4.10       Listing of Ordinary Shares. The
Company hereby agrees to use commercially reasonable efforts to maintain the
listing or quotation of the Ordinary Shares on the Trading Market on which
it is currently listed, and concurrently with the Closing, the Company shall
apply to list or quote all of the Shares and Warrant Shares on such Trading
Market and promptly secure the listing of all of the Shares and Warrant Shares
on such Trading Market. The Company further agrees, if the Company applies to
have the Ordinary Shares traded on any other Trading Market, it will then
include in such application all of the Shares and Warrant Shares, and will take
such other action as is necessary to cause all of the Shares and Warrant Shares
to be listed or quoted on such other Trading Market as promptly as
possible.  The Company will then take all action reasonably necessary to
continue the listing or quotation and trading of its Ordinary Shares on a
Trading Market and will comply in all respects with the Company’s reporting,
filing and other obligations under the bylaws or rules of the Trading
Market.


    
      
         


      

      
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    4.11       Subsequent Equity
Sales.

     

    (a)         From
the date hereof until thirty (30) days after the Effective Date, neither the
Company nor any Subsidiary shall issue, enter into any agreement to issue or
announce the issuance or proposed issuance of any Ordinary Shares or Ordinary
Shares Equivalents.

     

    (b)        From
the date hereof until 12 months following the date hereof, the Company shall be
prohibited from effecting or entering into an agreement to effect any issuance
by the Company or any of its Subsidiaries of Ordinary Shares or Ordinary Shares
Equivalents for cash consideration (or a combination of units thereof) involving
a Variable Rate Transaction.  “Variable Rate
Transaction” means a transaction in which the Company (i) issues or sells
any debt or equity securities that are convertible into, exchangeable or
exercisable for, or include the right to receive, additional Ordinary Shares
either (A) at a conversion price, exercise price or exchange rate or other price
that is based upon, and/or varies with, the trading prices of or quotations for
the Ordinary Shares at any time after the initial issuance of such debt or
equity securities or (B) with a conversion, exercise or exchange price that is
subject to being reset at some future date after the initial issuance of such
debt or equity security or upon the occurrence of specified or contingent events
directly or indirectly related to the business of the Company or the market for
the Ordinary Shares or (ii) enters into any agreement, including, but not
limited to, an equity line of credit, whereby the Company may sell securities at
a future determined price.  Any Purchaser shall be entitled to obtain
injunctive relief against the Company to preclude any such issuance, which
remedy shall be in addition to any right to collect damages

     

    (c)         Notwithstanding
the foregoing, this Section 4.11 shall not apply in respect of an Exempt
Issuance, except that no Variable Rate Transaction shall be an Exempt
Issuance.

     

    4.12       Equal Treatment of
Purchasers.  No consideration (including any modification of any
Transaction Document) shall be offered or paid to any Person to amend or consent
to a waiver or modification of any provision of any of the Transaction Documents
unless the same consideration is also offered to all of the parties to the
Transaction Documents.  For clarification purposes, this provision
constitutes a separate right granted to each Purchaser by the Company and
negotiated separately by each Purchaser, and is intended for the Company to
treat the Purchasers as a class and shall not in any way be construed as the
Purchasers acting in concert or as a group with respect to the purchase,
disposition or voting of Securities or otherwise.


    
      
         


      

      
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    4.13       Certain
Transactions
and Confidentiality. Each Purchaser, severally and not jointly with the
other Purchasers, covenants that neither it, nor any Affiliate acting on its
behalf or pursuant to any understanding with it will execute any purchases or
sales, including Short Sales, of any of the Company’s securities during the
period commencing with the execution of this Agreement and ending at such time
that the transactions contemplated by this Agreement are first publicly
announced pursuant to the initial press release as described in Section
4.4.  Each Purchaser, severally and not jointly with the other Purchasers,
covenants that until such time as the transactions contemplated by this
Agreement are publicly disclosed by the Company pursuant to the initial press
release as described in Section 4.4, such Purchaser will maintain the
confidentiality of the existence and terms of this transaction and the
information included in the Transaction Documents and the Disclosure
Schedules.  Notwithstanding the foregoing, and notwithstanding anything
contained in this Agreement to the contrary, the Company expressly acknowledges
and agrees that (i) no Purchaser makes any representation, warranty or covenant
hereby that it will not engage in effecting transactions in any securities of
the Company after the time that the transactions contemplated by this Agreement
are first publicly announced pursuant to the initial press release as described
in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from
effecting any transactions in any securities of the Company in accordance with
applicable securities laws from and after the time that the transactions
contemplated by this Agreement are first publicly announced pursuant to the
initial press release as described in Section 4.4 and (iii) no Purchaser shall
have any duty of confidentiality to the Company or its Subsidiaries after the
issuance of the initial press release as described in Section 4.4. 
Notwithstanding the foregoing, in the case of a Purchaser that is a
multi-managed investment vehicle whereby separate portfolio managers manage
separate portions of such Purchaser’s assets and the portfolio managers have no
direct knowledge of the investment decisions made by the portfolio managers
managing other portions of such Purchaser’s assets, the covenant set forth above
shall only apply with respect to the portion of assets managed by the portfolio
manager that made the investment decision to purchase the Securities covered by
this Agreement.

     

    4.14       Form D; Blue Sky
Filings.  The Company agrees to timely file a Form D with respect to
the Securities as required under Regulation D and to provide a copy thereof,
promptly upon request of any Purchaser. The Company shall take such action as
the Company shall reasonably determine is necessary in order to obtain an
exemption for, or to qualify the Securities for, sale to the Purchasers at the
Closing under applicable securities or “Blue Sky” laws of the states of the
United States, and shall provide evidence of such actions promptly upon request
of any Purchaser.

     

    4.15       Capital
Changes.  Until the one year anniversary of the Effective Date, the
Company shall not undertake a reverse or forward stock split or reclassification
of the Ordinary Shares without the prior written consent of the Purchasers
holding a majority in interest of the Shares; provided, however, that this
Section 4.15 shall not apply solely in connection with any reverse stock
split conducted to meet or maintain compliance with the listing standards of any
Trading Market.

     

    4.16       Acknowledgment of
Dilution.  The Company acknowledges that the issuance of the
Securities may result in dilution of the outstanding Ordinary Shares, which
dilution may be substantial under certain market conditions.  The Company
further acknowledges that its obligations under the Transaction Documents,
including, without limitation, its obligation to issue the Shares and Warrant
Shares pursuant to the Transaction Documents, are unconditional and absolute and
not subject to any right of set off, counterclaim, delay or reduction,
regardless of the effect of any such dilution or any claim the Company may have
against any Purchaser and regardless of the dilutive effect that such issuance
may have on the ownership of the other stockholders of the
Company.


    
      
         


      

      
        29

        
          

        

      

      
         


      

    

     

    ARTICLE
V.

    MISCELLANEOUS

     

    5.1         Termination. 
This Agreement may be terminated by any Purchaser, as to such Purchaser’s
obligations hereunder only and without any effect whatsoever on the obligations
between the Company and the other Purchasers, by written notice to the other
parties, if the Closing has not been consummated on or before December 3, 2010;
provided, however, that such
termination will not affect the right of any party to sue for any breach by any
other party (or parties).

     

    5.2         Fees and
Expenses.  Except as expressly set forth in the Transaction
Documents to the contrary, each party shall pay the fees and expenses of its
advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution,
delivery and performance of this Agreement.  The Company shall pay all
Transfer Agent fees, stamp taxes and other taxes and duties levied in connection
with the delivery of any Securities to the Purchasers.

     

    5.3         Entire
Agreement.  The Transaction Documents, together with the exhibits
and schedules thereto, contain the entire understanding of the parties with
respect to the subject matter hereof and thereof and supersede all prior
agreements and understandings, oral or written, with respect to such matters,
which the parties acknowledge have been merged into such documents, exhibits and
schedules.

     

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

     

    5.5         Amendments;
Waivers.  No provision of this Agreement may be waived, modified,
supplemented or amended except in a written instrument signed, in the case of an
amendment, by the Company and the Purchasers holding at least a majority in
interest of the Shares then outstanding (which amendment shall be binding on all
Purchasers) or, in the case of a waiver, by the party against whom enforcement
of any such waived provision is sought.  No waiver of any default with
respect to any provision, condition or requirement of this Agreement shall be
deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of any party to exercise any right hereunder in any
manner impair the exercise of any such right.


    
      
         


      

      
        30

        
          

        

      

      
         


      

    

     

    5.6         Headings.  The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof.

     

    5.7         Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted assigns.  The
Company may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of each Purchaser (other than by merger,
consolidation or sale of all or substantially all of the Company’s
assets).  Any Purchaser may assign any or all of its rights under this
Agreement to any Person to whom such Purchaser assigns or transfers any
Securities, provided that such transferee agrees in writing to be bound, with
respect to the transferred Securities, by the provisions of the Transaction
Documents that apply to the “Purchasers.”

     

    5.8         No Third-Party
Beneficiaries.  This Agreement is intended for the benefit of the
parties hereto and their respective successors and permitted assigns and is not
for the benefit of, nor may any provision hereof be enforced by, any other
Person, except as otherwise set forth in Section 4.8.

     

    5.9         Governing Law. 
All questions concerning the construction, validity, enforcement and
interpretation of the Transaction Documents shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York,
without regard to the principles of conflicts of law thereof.  Each party
agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other
Transaction Documents (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, partners, members, employees or
agents) shall be commenced exclusively in the state and federal courts sitting
in the City of New York. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York,
Borough of Manhattan for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein (including with respect to the enforcement of any of the Transaction
Documents), and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is improper
or is an inconvenient venue for such proceeding.  Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of
process and notice thereof.  Nothing contained herein shall be deemed to
limit in any way any right to serve process in any other manner permitted by
law.  If either party shall commence an action or proceeding to enforce any
provisions of the Transaction Documents, then in addition to the obligations of
the Company under Section 4.8, the prevailing party in such action, suit or
proceeding shall be reimbursed by the other party for its reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.

     

    5.10       Survival.  The
representations and warranties contained herein shall survive the Closing and
the delivery of the Securities.


    
      
         


      

      
        31

        
          

        

      

      
         


      

    

     

    5.11       Execution.  This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to each
other party, it being understood that the parties need not sign the same
counterpart.  In the event that any signature is delivered by facsimile
transmission or by e-mail delivery of a “.pdf” format data file, such signature
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such
facsimile or “.pdf” signature page were an original thereof.

     

    5.12       Severability. 
If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

     

    5.13       Rescission and Withdrawal
Right.  Notwithstanding anything to the contrary contained in (and
without limiting any similar provisions of) any of the other Transaction
Documents, whenever any Purchaser exercises a right, election, demand or option
under a Transaction Document and the Company does not timely perform its related
obligations within the periods therein provided, then such Purchaser may rescind
or withdraw, in its sole discretion from time to time upon written notice to the
Company, any relevant notice, demand or election in whole or in part without
prejudice to its future actions and rights; provided, however, that in the
case of a rescission of an exercise of a Warrant, the applicable Purchaser shall
be required to return any Ordinary Shares subject to any such rescinded exercise
notice concurrently with the return to such Purchaser of the aggregate exercise
price paid to the Company for such shares and the restoration of such
Purchaser’s right to acquire such shares pursuant to such Purchaser’s Warrant
(including, issuance of a replacement warrant certificate evidencing such
restored right).

     

    5.14       Replacement of
Securities.  If any certificate or instrument evidencing any
Securities is mutilated, lost, stolen or destroyed, the Company shall issue or
cause to be issued in exchange and substitution for and upon cancellation
thereof (in the case of mutilation), or in lieu of and substitution therefor, a
new certificate or instrument, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction.  The
applicant for a new certificate or instrument under such circumstances shall
also pay any reasonable third-party costs (including customary indemnity)
associated with the issuance of such replacement Securities.

     

    5.15       Remedies.  In
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, each of the Purchasers and the Company will
be entitled to specific performance under the Transaction Documents.  The
parties agree that monetary damages may not be adequate compensation for any
loss incurred by reason of any breach of obligations contained in the
Transaction Documents and hereby agree to waive and not to assert in any action
for specific performance of any such obligation the defense that a remedy at law
would be adequate.


    
      
         


      

      
        32

        
          

        

      

      
         


      

    

     

    5.16       Payment Set
Aside.  To the extent that the Company makes a payment or payments
to any Purchaser pursuant to any Transaction Document or a Purchaser enforces or
exercises its rights thereunder, and such payment or payments or the proceeds of
such enforcement or exercise or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside, recovered from, disgorged
by or are required to be refunded, repaid or otherwise restored to the Company,
a trustee, receiver or any other Person under any law (including, without
limitation, any bankruptcy law, state or federal law, common law or equitable
cause of action), then to the extent of any such restoration the obligation or
part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred.

     

    5.17       Independent Nature of
Purchasers’ Obligations and Rights.  The obligations of each
Purchaser under any Transaction Document are several and not joint with the
obligations of any other Purchaser, and no Purchaser shall be responsible in any
way for the performance or non-performance of the obligations of any other
Purchaser under any Transaction Document.  Nothing contained herein or in
any other Transaction Document, and no action taken by any Purchaser pursuant
hereof or thereto, shall be deemed to constitute the Purchasers as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Purchasers are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated by the
Transaction Documents.  Each Purchaser shall be entitled to independently
protect and enforce its rights, including, without limitation, the rights
arising out of this Agreement or out of the other Transaction Documents, and it
shall not be necessary for any other Purchaser to be joined as an additional
party in any proceeding for such purpose.  Each Purchaser has been
represented by its own separate legal counsel in its review and negotiation of
the Transaction Documents.  For reasons of administrative convenience only,
each Purchaser and its respective counsel have chosen to communicate with the
Company through WS.  WS does not represent any of the Purchasers and only
represents Rodman & Renshaw LLC.  The Company has elected to
provide all Purchasers with the same terms and Transaction Documents for the
convenience of the Company and not because it was required or requested to do so
by any of the Purchasers.

     

    5.18       Liquidated
Damages.  The Company’s obligations to pay any partial liquidated
damages or other amounts owing under the Transaction Documents is a continuing
obligation of the Company and shall not terminate until all unpaid partial
liquidated damages and other amounts have been paid notwithstanding the fact
that the instrument or security pursuant to which such partial liquidated
damages or other amounts are due and payable shall have been
canceled.

     

    5.19       Saturdays, Sundays,
Holidays, etc.   If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall not
be a Business Day, then such action may be taken or such right may be exercised
on the next succeeding Business Day.


    
      
         


      

      
        33

        
          

        

      

      
         


      

    

     

    5.20       Construction. The
parties agree that each of them and/or their respective counsel have reviewed
and had an opportunity to revise the Transaction Documents and, therefore, the
normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
of the Transaction Documents or any amendments thereto. In addition, each
and every reference to share prices and Ordinary Shares in any Transaction
Document shall be subject to adjustment for reverse and forward stock splits,
stock dividends, stock combinations and other similar transactions of the
Ordinary Shares that occur after the date of this Agreement.

     

    5.21       WAIVER OF
JURY TRIAL.  IN ANY
ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY
OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST
EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

     

    (Signature
Pages Follow)


    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the parties hereto
have caused this Securities Purchase Agreement to be duly executed by their
respective authorized signatories as of the date first indicated
above.

    


    
      
        
          	
                  ROSETTA
      GENOMICS LTD.

                	
                  Address for Notice:

                
	 
      	 
      
	
                  By:

                	
                     /s/ Kenneth A.
      Berlin

                	 
      	
                  Rosetta
      Genomics Ltd.

                
	 
      	
                  Name:  Kenneth
      A. Berlin

                	
                  10
      Plaut St.

                
	 
      	
                  Title:  President
      and CEO

                	
                  Rehovot,
      Israel 76706

                
	 
      	
                  Attn:
      Tami Fishman Jutowitz

                
	 
      	
                           
      General Counsel

                
	 
      	
                  Fax:
      +972-73-222-0701

                


        

      

    

    


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

              	
                Mintz,
      Levin, Cohn, Ferris

              
	 
      	
                  Glovsky
      and Popeo, P.C.

              
	 
      	
                One
      Financial Center

              
	 
      	
                Boston,
      MA 02111

              
	 
      	
                Attn:
      Brian P. Keane

              
	 
      	
                Fax:
      617-542-2241

              


      

    

    


    and
to:

    


    
      
        	 
      	
                Tulchinsky
      Stern Marciano

              
	 
      	
                  Cohen
      Levitski & Co.

              
	 
      	
                4
      Berkowitz St.

              
	 
      	
                Tel
      Aviv, Israel 64238

              
	 
      	
                Fax:
      +972-3-607-5050

              


      

    

    


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OF PAGE INTENTIONALLY LEFT BLANK

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      [PURCHASER
SIGNATURE PAGES TO ROSG SECURITIES PURCHASE AGREEMENT]

      


      IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

       

      Name of
Purchaser:  Bristol Investment Fund, Ltd.

       

      Signature of Authorized Signatory of
Purchaser:  /s/ Paul Kessler

       

      Name of
Authorized Signatory:  Paul Kessler

       

      Title of
Authorized Signatory:  Director

       

      Email
Address of Authorized Signatory:  pkessler@bristolcompanies.net;
amy@bristolcompanies.net

       

      Facsimile
Number of Authorized Signatory:  (323) 960-3805

       

      
        
          
            	
                    Address
      for Notice to Purchaser:

                  	
                    c/o
      Bristol Capital Advisors, LLC

                  
	 
      	
                    6353
      W. Sunset Blvd., Suite 4006

                  
	 
      	
                    Hollywood,
      California 90028

                  
	 
      	
                    Attn:
      Amy Wang, Esq.

                  


          

        

      

      


      Address
for Delivery of Securities to Purchaser (if not same as address for
notice):

      


      Subscription
Amount:  $300,000

      


      Shares:                       300,000

      


      Series A
Warrant Shares:  150,000

      


      Series B
Warrant Shares:  75,000

      


      EIN
Number:  [PROVIDE
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       [PURCHASER
SIGNATURE PAGES TO ROSG SECURITIES PURCHASE AGREEMENT]

      


      IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

       

      Name of
Purchaser:  RRC Bio Fund, LP

       

      Signature of Authorized Signatory of
Purchaser:  /s/ James Silverman

       

      Name of
Authorized Signatory:  James Silverman

       

      Title of
Authorized Signatory:  President

       

      Email
Address of Authorized Signatory:  jim@rrcbio.com

       

      Facsimile
Number of Authorized Signatory:  (617) 812-0515

       

      
        
          	
                  Address
      for Notice to Purchaser:

                	
                  c/o
      James Silverman

                
	 
      	
                  RRC
      Management

                
	 
      	
                  217R
      Concord Ave.

                
	 
      	
                  Cambridge,
      MA 02138

                


        

      

      


      Address
for Delivery of Securities to Purchaser (if not same as address for
notice):

      


      Subscription
Amount: $250,000

      


      Shares:                    
   250,000

      


      Series A
Warrant Shares:  125,000

      


      Series B
Warrant Shares:  62,500

      


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Number:  [PROVIDE
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       [PURCHASER
SIGNATURE PAGES TO ROSG SECURITIES PURCHASE AGREEMENT]

      


      IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

       

      Name of
Purchaser:  Capital Ventures International by Heights Capital
Management, Inc. its authorized agent

       

      Signature of Authorized Signatory of
Purchaser:  /s/ Michael L. Spolan

       

      Name of
Authorized Signatory:  Michael L. Spolan

       

      Title of
Authorized Signatory:  General Counsel – Heights Capital Management,
Inc. as authorized agent

       

      Email
Address of Authorized Signatory:  Kobinger@sig.com and
winer@sig.com

       

      Facsimile
Number of Authorized Signatory:  (415) 403-6525

       

      
        
          	
                  Address
      for Notice to Purchaser:

                	
                  c/o
      Heights Capital Management

                
	 
      	
                  101
      California Street, Suite 3250

                
	 
      	
                  San
      Francisco, CA 94111

                


        

      

      


      Address
for Delivery of Securities to Purchaser (if not same as address for
notice):

      


      Subscription
Amount: $200,000

      


      Shares:                       200,000

      


      Series A
Warrant Shares:  100,000

      


      Series B
Warrant Shares:  50,000

      


      EIN
Number:  [PROVIDE
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       [PURCHASER
SIGNATURE PAGES TO ROSG SECURITIES PURCHASE AGREEMENT]

      


      IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

       

      Name of
Purchaser:  GCA Strategic Investment Fund Limited

       

      Signature of Authorized Signatory of
Purchaser:  /s/ Lewis N. Lester, Sr.

       

      Name of
Authorized Signatory:  Lewis N. Lester, Sr.

       

      Title of
Authorized Signatory:  Director

       

      Email
Address of Authorized Signatory:  llester@gcaltd.com

       

      Facsimile
Number of Authorized Signatory:  (340) 719-3974

       

      
        
          	
                  Address
      for Notice to Purchaser:

                	
                  GCA
      Strategic Investment Fund Limited

                
	 
      	
                  c/o
      Global Capital Advisors

                
	 
      	
                  P.O.
      Box 457, Estate Manning Bay

                
	 
      	
                  Frederiksted
      USV1 00841

                


        

      

      


      Address
for Delivery of Securities to Purchaser (if not same as address for
notice):

      


      
        
          	
                  If
      by DWAC:

                	
                  JP
      Morgan Clearing Corp.

                
	 
      	
                  DTC#
      0352

                
	 
      	
                  Name:
      GCA Strategic Investment Fund Limited

                
	 
      	
                  Acct#:  610-28035-CPF

                
	 
      	 
      
	
                  Warrant
      and/or Physical Certificate:

                	
                  GCA
      Strategic Investment Fund Limited

                
	 
      	
                  c/o
      Colony Park Financial Services, LLC, Bjorn Jordan

                
	 
      	
                  4350
      Georgetown Square, Suite 757

                
	 
      	
                  Dunwoody,
      CA 30338

                


        

      

      


      Subscription
Amount:  $300,000

      


      Shares:                       300,000

      


      Series A
Warrant Shares:  150,000

      


      Series B
Warrant Shares:  75,000

      


      EIN
Number:  [PROVIDE
THIS UNDER SEPARATE COVER]

      


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       [PURCHASER
SIGNATURE PAGES TO ROSG SECURITIES PURCHASE AGREEMENT]

      


      IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

       

      Name of
Purchaser:  Advanced Series Trust – AST Academic Strategies
Portfolio

       

      Signature of Authorized Signatory of
Purchaser:  /s/ Brendan R. Kalb

       

      Name of
Authorized Signatory:  Brendan R. Kalb

       

      
        
          
            	
                    Title
      of Authorized Signatory:

                  	
                    Vice
      President & Co-General Counsel of AQR Capital Management, LLC, the
      Investment Manager to the Diversified Arbitrage
  Sleeve

                  


          

        

      

       

      Email
Address of Authorized Signatory:  Brendan.kalb@aqr.com

       

      Facsimile
Number of Authorized Signatory:  (203) 742-3105

       

      
        
          	
                  Address
      for Notice to Purchaser:

                	
                  Attn:
      Brendan R. Kalb

                
	 
      	
                  c/o
      AQR Capital Management, LLC

                
	 
      	
                  Two
      Greenwich Plaza, 3rd
      Floor

                
	 
      	
                  Greenwich,
      CT 06830

                


        

      

      


      Address
for Delivery of Securities to Purchaser (if not same as address for
notice):

      


      Subscription
Amount: $43,750

      


      Shares:                       43,750

      


      Series A
Warrant Shares:  21,875

      


      Series B
Warrant Shares:  10,937.5

      


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       [PURCHASER
SIGNATURE PAGES TO ROSG SECURITIES PURCHASE AGREEMENT]

      


      IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

       

      Name of
Purchaser:  AQR Opportunistic Premium Offshore Fund, L.P.

       

      Signature of Authorized Signatory of
Purchaser:  /s/ Brendan R. Kalb

       

      Name of
Authorized Signatory:  Brendan R. Kalb

       

      Title of
Authorized Signatory:  Vice President & Co-General Counsel, AQR
Capital Management, LLC

       

      Email
Address of Authorized Signatory:  Brendan.kalb@aqr.com

       

      Facsimile
Number of Authorized Signatory: (203) 742-3105

       

      
        
          	
                  Address
      for Notice to Purchaser:

                	
                  Attn:
      Brendan R. Kalb

                
	 
      	
                  c/o
      AQR Capital Management, LLC

                
	 
      	
                  Two
      Greenwich Plaza, 3rd
      Floor

                
	 
      	
                  Greenwich,
      CT 06830

                


        

      

      


      Address
for Delivery of Securities to Purchaser (if not same as address for
notice):

      


      Subscription
Amount:  $46,250

      


      Shares:                       46,250

      


      Series A
Warrant Shares:  23,125

      


      Series B
Warrant Shares:  11,562.5

      


      EIN
Number:  [PROVIDE
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       [PURCHASER
SIGNATURE PAGES TO ROSG SECURITIES PURCHASE AGREEMENT]

      


      IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

       

      Name of
Purchaser:  CNH Diversified Opportunities Master Account,
L.P.

       

      Signature of Authorized Signatory of
Purchaser:  /s/ Brendan R. Kalb

       

      Name of
Authorized Signatory:  Brendan R. Kalb

       

      
        	
                Title
      of Authorized Signatory:

              	
                Vice
      President & Co-General Counsel, CNH Partners, LLC investment adviser
      to CNH Diversified Opportunities MasterAccount,
      L.P.

              


      

       

      Email
Address of Authorized Signatory:  Brendan.kalb@aqr.com

       

      Facsimile
Number of Authorized Signatory:  (203) 742-3105

       

      
        
          	
                  Address
      for Notice to Purchaser:

                	
                  Attn:
      Brendan R. Kalb

                
	 
      	
                  c/o
      CNH Partners, LLC

                
	 
      	
                  Two
      Greenwich Plaza, 1st
      Floor

                
	 
      	
                  Greenwich,
      CT 06830

                


        

      

      


      Address
for Delivery of Securities to Purchaser (if not same as address for
notice):

      


      Subscription
Amount: $27,500

      


      Shares:                       27,500

      


      Series A
Warrant Shares:  13,750

      


      Series B
Warrant Shares:  6,875

      


      EIN
Number:  [PROVIDE
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       [PURCHASER
SIGNATURE PAGES TO ROSG SECURITIES PURCHASE AGREEMENT]

      


      IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

       

      Name of
Purchaser:  AQR Funds – AQR Diversified Arbitrage Fund

       

      Signature of Authorized Signatory of
Purchaser:  /s/ Brendan R. Kalb

       

      Name of
Authorized Signatory: Brendan R. Kalb

       

      Title of
Authorized Signatory:  Executive Vice President & Secretary, AQR
Funds

       

      Email
Address of Authorized Signatory:  Brendan.kalb@aqr.com

       

      Facsimile
Number of Authorized Signatory:  (203) 742-3105

       

      
        
          	
                  Address
      for Notice to Purchaser:

                	
                  Attn:
      Brendan R. Kalb

                
	 
      	
                  c/o
      AQR Capital Management, LLC

                
	 
      	
                  Two
      Greenwich Plaza, 3rd
      Floor

                
	 
      	
                  Greenwich,
      CT 06830

                


        

      

      


      Address
for Delivery of Securities to Purchaser (if not same as address for
notice):

      


      Subscription
Amount: $382,500

      


      Shares:                       382,500

      


      Series A
Warrant Shares:  191,250

      


      Series B
Warrant Shares:  95,625

      


      EIN
Number:  [PROVIDE
THIS UNDER SEPARATE COVER]

      


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       [PURCHASER
SIGNATURE PAGES TO ROSG SECURITIES PURCHASE AGREEMENT]

      


      IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

       

      Name of
Purchaser:  Iroquois Master Fund Ltd.

       

      Signature of Authorized Signatory of
Purchaser:  /s/ Joshua Silverman

       

      Name of
Authorized Signatory:  Joshua Silverman

       

      Title of
Authorized Signatory:  Authorized Signatory

       

      Email
Address of Authorized Signatory:  jsilverman@icfund.com

       

      Facsimile
Number of Authorized Signatory:  (212) 207-3452

       

      
        
          	
                  Address
      for Notice to Purchaser:

                	
                  641
      Lexington Ave.

                
	 
      	
                  26th
      Floor

                
	 
      	
                  New
      York, NY 10022

                


        

      

      


      Address
for Delivery of Securities to Purchaser (if not same as address for
notice):

      


      Subscription
Amount: $125,000

      


      Shares:                       125,000

      


      Series A
Warrant Shares:  62,500

      


      Series B
Warrant Shares:  31,250

      


      EIN
Number:  [PROVIDE
THIS UNDER SEPARATE COVER]

      


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       [PURCHASER
SIGNATURE PAGES TO ROSG SECURITIES PURCHASE AGREEMENT]

      


      IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

       

      Name of
Purchaser:  Next View Capital, LP

       

      Signature of Authorized Signatory of
Purchaser:  /s/ Stewart Flink

       

      Name of
Authorized Signatory:  Stewart Flink

       

      Title of
Authorized Signatory:  Manager

       

      Email
Address of Authorized Signatory:  stewart@nextviewcap.com

       

      Facsimile
Number of Authorized Signatory:  (847) 374-1715

       

      
        
          	
                  Address
      for Notice to Purchaser:

                	
                  180
      Crestview Drive

                
	 
      	
                  Deerfield,
      IL 60015

                


        

      

      


      Address
for Delivery of Securities to Purchaser (if not same as address for
notice):

      


      Subscription
Amount: $200,000

      


      Shares:                       200,000

      


      Series A
Warrant Shares:  100,000

      


      Series B
Warrant Shares:  50,000

      


      EIN
Number:  [PROVIDE
THIS UNDER SEPARATE COVER]

      


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       [PURCHASER
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      IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

       

      Name of
Purchaser:  Far West Capital Partners LP

       

      Signature of Authorized Signatory of
Purchaser:  /s/ Robert G. Schiro

       

      Name of
Authorized Signatory: Robert G. Schiro

       

      Title of
Authorized Signatory:  General Partner

       

      Email
Address of Authorized Signatory:  bob@fwcm.com

       

      Facsimile
Number of Authorized Signatory: (415) 662-6190

       

      
        
          	
                  Address
      for Notice to Purchaser:

                	
                  4749
      Nicasio Valley Road

                
	 
      	
                  Nicasio,
      CA 94946

                


        

      

      


      Address
for Delivery of Securities to Purchaser (if not same as address for
notice):

      


      Deliver
Via DTC #0352/JP Morgan

      For
Credit to 709-11176

      (Not to
exceed 10% of total deal)

      


      Subscription
Amount: $187,500

      


      Shares:                       187,500

      


      Series A
Warrant Shares:  93,750

      


      Series B
Warrant Shares:  46,875

      


      EIN
Number:  [PROVIDE
THIS UNDER SEPARATE COVER]

      


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       [PURCHASER
SIGNATURE PAGES TO ROSG SECURITIES PURCHASE AGREEMENT]

      


      IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

       

      Name of
Purchaser:  Robert G. Schiro 2001 Trust

       

      Signature of Authorized Signatory of
Purchaser:  /s/ Robert G. Schiro

       

      Name of
Authorized Signatory:  Robert G. Schiro

       

      Title of
Authorized Signatory:  Trustee/Investment Manager

       

      Email
Address of Authorized Signatory:  bob@fwcm.com

       

      Facsimile
Number of Authorized Signatory:  (415) 662-6190

       

      
        
          	
                  Address
      for Notice to Purchaser:

                	
                  4749
      Nicasio Valley Road

                
	 
      	
                  Nicasio,
      CA 94946

                


        

      

      


      Address
for Delivery of Securities to Purchaser (if not same as address for
notice):

      


      Deliver
Via DTC #0352/JP Morgan

      For
Credit to 709-11199

      (Not to
exceed 10% of total deal)

      


      Subscription
Amount: $50,000

      


      Shares:                       50,000

      


      Series A
Warrant Shares:  25,000

      


      Series B
Warrant Shares:  12,500

      


      EIN
Number:  [PROVIDE
THIS UNDER SEPARATE COVER]

      


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PAGES CONTINUE]


      
        
           


        

        
          36

          
            

          

        

        
           


        

      

       

       [PURCHASER
SIGNATURE PAGES TO ROSG SECURITIES PURCHASE AGREEMENT]

      


      IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

       

      Name of
Purchaser:  Endurance Fund

       

      Signature of Authorized Signatory of
Purchaser:  /s/ Robert G. Schiro

       

      Name of
Authorized Signatory:  Robert G. Schiro

       

      Title of
Authorized Signatory:  Trustee/Investment Manager

       

      Email
Address of Authorized Signatory: bob@fwcm.com

       

      Facsimile
Number of Authorized Signatory: (415) 662-6190

       

      
        
          	
                  Address
      for Notice to Purchaser:

                	
                  4749
      Nicasio Valley Road

                
	 
      	
                  Nicasio,
      CA 94946

                


        

      

      


      Address
for Delivery of Securities to Purchaser (if not same as address for
notice):

      


      Deliver
Via DTC #0352/JP Morgan

      For
Credit to 709-11177

      (Not to
exceed 10% of total deal)

      


      Subscription
Amount: $12,500

      


      Shares:                       12,500

      


      Series A
Warrant Shares:  6,250

      


      Series B
Warrant Shares:  3,125

      


      EIN
Number:  [PROVIDE
THIS UNDER SEPARATE COVER]

      


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PAGES CONTINUE]


      
        
           


        

        
          36

          
            

          

        

        
           


        

      

       

       [PURCHASER
SIGNATURE PAGES TO ROSG SECURITIES PURCHASE AGREEMENT]

      


      IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

       

      Name of
Purchaser:  Cranshire Capital LP

       

      Signature of Authorized Signatory of
Purchaser:  /s/ Mitchell D. Kopin

       

      Name of
Authorized Signatory:  Mitchell D. Kopin

       

      Title of
Authorized Signatory:  President, Downsview Capital, Inc., The General
Partner

       

      Email
Address of Authorized
Signatory:  mkopin@cranshirecapital.com

       

      Facsimile
Number of Authorized Signatory:  (847) 562-9031

       

      
        
          	
                  Address
      for Notice to Purchaser:

                	
                  Cranshire
      Capital, L.P.

                
	 
      	
                  3100
      Dundee Road, Suite 703

                
	 
      	
                  Northbrook,
      IL 60062

                


        

      

      


      Address
for Delivery of Securities to Purchaser (if not same as address for
notice):

      


      Subscription
Amount: $237,500

      


      Shares:                       237,500

      


      Series A
Warrant Shares:  118,750

      


      Series B
Warrant Shares:  59,375

      


      EIN
Number:  [PROVIDE
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       [PURCHASER
SIGNATURE PAGES TO ROSG SECURITIES PURCHASE AGREEMENT]

      


      IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

       

      Name of
Purchaser:  Freestone Advantage Partners, LP

       

      Signature of Authorized Signatory of
Purchaser:  /s/ Mitchell Kopin

       

      Name of
Authorized Signatory:  Mitchell Kopin

       

      Title of
Authorized Signatory:  Manager

       

      Email
Address of Authorized
Signatory:  mkopin@cranshirecapital.com

       

      Facsimile
Number of Authorized Signatory:  (847) 562-9031

       

      
        
          	
                  Address
      for Notice to Purchaser:

                	
                  3100
      Dundee #703

                
	 
      	
                  Northbrook,
      IL 60062

                


        

      

      


      Address
for Delivery of Securities to Purchaser (if not same as address for
notice):

      


      Subscription
Amount: $12,500

      


      Shares:                       12,500

      


      Series A
Warrant Shares:  6,250

      


      Series B
Warrant Shares:  3,125

      


      EIN
Number:  [PROVIDE
THIS UNDER SEPARATE COVER]

      


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       [PURCHASER
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      IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

       

      Name of
Purchaser:  Warberg Opportunistic Trading Fund L.P.

       

      Signature of Authorized Signatory of
Purchaser:  /s/ Daniel I. Warsh

       

      Name of
Authorized Signatory:  Daniel I. Warsh

       

      Title of
Authorized Signatory:  Manager

       

      Email
Address of Authorized Signatory:  dwarsh@warbergam.com

       

      
        
          
            
              	
                      Facsimile
      Number of Authorized Signatory:

                    	847-559-5807 
      
	 	 
	      
                      Address
      for Notice to Purchaser:

                    	
                      716
      Oak St.

                      Winnetka, IL
60093

                    


            

          

        

      

         


      Address
for Delivery of Securities to Purchaser (if not same as address for
notice):

      


      Subscription
Amount: $75,000

      


      Shares:                       75,000

      


      Series A
Warrant Shares:  37,500

      


      Series B
Warrant Shares:  18,750

      


      EIN
Number:  [PROVIDE
THIS UNDER SEPARATE COVER]

      


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       [PURCHASER
SIGNATURE PAGES TO ROSG SECURITIES PURCHASE AGREEMENT]

      


      IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

       

      Name of
Purchaser:  Uri D. Herscher

       

      Signature of Authorized Signatory of
Purchaser:  /s/ Uri D. Herscher

       

      Name of
Authorized Signatory:  Uri D. Herscher

       

      
        
          
            	
                    Title
      of Authorized Signatory:

                  	 
      


          

        

      

      


      Email
Address of Authorized Signatory:  uherscher@skirball.org

       

      Facsimile
Number of Authorized Signatory:  (818) 995-6377

       

      
        
          	
                  Address
      for Notice to Purchaser:

                	
                  3276
      Lougridge Ave

                
	 
      	
                  Sherman
      Oaks, CA 91423

                


        

      

      


      Address
for Delivery of Securities to Purchaser (if not same as address for
notice):

      


      Subscription
Amount: $50,000

      


      Shares:                       50,000

      


      Series A
Warrant Shares:  25,000

      


      Series B
Warrant Shares:  12,500

      


      EIN
Number:  [PROVIDE
THIS UNDER SEPARATE COVER]

      


      [SIGNATURE
PAGES CONTINUE]

      


      
        
          
            
               


            

            
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