Exhibit 10.1


 





ROSETTA GENOMICS LTD.


Ordinary Shares


(par value NIS 0.6 per share)


 


Controlled Equity OfferingSM


 


Sales Agreement


 


March 22, 2013


 


Cantor Fitzgerald & Co.


499 Park Avenue


New York, NY 10022


 


Ladies and Gentlemen:


 


Rosetta Genomics Ltd.,
a corporation formed under the laws of the State of Israel (the “Company”), confirms its agreement (this
“Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:


 


1.                 
Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the
terms and subject to the conditions set forth herein, it may issue and sell through the Agent, ordinary shares, par value NIS
0.6 per share (the “Ordinary Shares”); provided however, that in no event shall the Company issue
or sell through the Agent such number of Ordinary Shares (the “Placement Shares”) that (a) exceeds the
number or dollar amount of Ordinary Shares registered pursuant to the effective Registration Statement (as defined below) pursuant
to which the offering will be made, (b) exceeds the number or dollar amount of Ordinary Shares allowed to be sold under Form F-3
(including Instruction I.B.5. thereof), (c) exceeds the number of authorized but unissued Ordinary Shares or (d) exceeds the number
or dollar amount of Ordinary Shares for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (a),
(b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the
parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares
issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in
connection with such compliance. The issuance and sale of Placement Shares through Agent will be effected pursuant to the Registration
Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”)
on December 19, 2012, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement
to issue any Placement Shares.


 


The Company has filed,
in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities
Act”), with the Commission a registration statement on Form F-3 (File No. 333-185338), including a base prospectus,
relating to certain securities, including Ordinary Shares to be issued from time to time by the Company, and which incorporates
by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared
a prospectus supplement to the base prospectus included as part of the registration statement, which prospectus supplement relates
to the Placement Shares to be issued from time to time by the Company (the “Prospectus Supplement”).
The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such registration statement,
as supplemented by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The
Company may file one or more additional registration statements from time to time that will contain one or more base prospectuses
with respect to the Placement Shares. Except where the context otherwise requires, such registration statement(s), including all
documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as
defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part
of such registration statement(s) pursuant to Rule 430B of the Securities Act, is herein called the “Registration
Statement.” The base prospectus or base prospectuses, including all documents incorporated therein by reference,
included in the Registration Statement, as it may be supplemented, if necessary, by the Prospectus Supplement, in the form in which
such prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant
to Rule 424(b) under the Securities Act, together with the then issued Issuer Free Writing Prospectus(es) (as defined below),
is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus
or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein,
and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to
the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any
document with the Commission deemed to be incorporated by reference therein.


 






    	 



    	 



    

 


Any reference herein
to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer
to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”),
including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any
reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration
Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include
the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or
the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated
therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment
or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data
Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the
Commission (collectively, “EDGAR”).


 


2.                 
Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”),
it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement
Shares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may
be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”),
the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company
set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed
to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement
Notice shall be effective unless and until (i) the Agent declines to accept the terms contained therein for any reason, in
its sole discretion, in which case the Agent shall, within two Business Days, notify the Company (by email notice or other method
mutually agreed to by the parties), (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) the
Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section
12. The amount of any discount, commission or other compensation to be paid by the Company to Agent in connection with the
sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged
and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement
Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice
pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between
the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.


 






    	-2-



    	 



    

 


3.                 
Sale of Placement Shares by Agent. Subject to the provisions of Section 5(a), the Agent, for the period specified
in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and
applicable state and federal laws, rules and regulations and the rules of the NASDAQ Capital Market
(the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance
with the terms of such Placement Notice. The Agent will provide written confirmation to the Company (including by email correspondence)
no later than the opening of the Trading Day (as defined below) immediately following the Trading Day to each of the individuals
set forth on Schedule 3 on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold
on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and
the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth
in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice,
the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined
in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing
trading market for the Ordinary Shares or to or through a market maker. Subject to the terms of a Placement Notice, the Agent may
also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactions;
provided that in the event that the purchaser of Placement Shares in such privately negotiated transaction(s) will hold, following
such purchase, 5% or more of the Company’s issued share capital or of the voting rights in the Company, then, upon and as
a condition to such issuance, such purchaser shall deliver to the Company an executed copy of an undertaking towards the Office
of the Chief Scientists of the Israeli Ministry of Industry, Trade and Labor (the “OCS”) substantially
in the form attached hereto as Exhibit 3. “Trading Day” means any day on which Ordinary Shares is traded
on the Exchange.


 


4.                 
Suspension of Sales. The Company or the Agent may, upon notice to the other party in writing (including by email
correspondence to each of the individuals of the other party set forth on Schedule 3, if receipt of such correspondence is actually
acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately
by verifiable facsimile transmission or email correspondence to each of the individuals of the other party set forth on Schedule
3), suspend any sale of Placement Shares (a “Suspension”); provided, however, that such suspension shall
not affect or impair any party’s obligations with respect to any Placement Shares sold hereunder prior to the receipt of
such notice. While a Suspension is in effect any obligation under Sections 7(l), 7(m), and 7(n) with respect to the delivery of
certificates, opinions, or comfort letters to the Agent, shall be waived, provided, however, that such waiver shall not apply for
the Representation Date (defined below) occurring on the date that the Company files its annual report on Form 20-F. Each of the
parties agrees that no such notice under this Section 4 shall be effective against any other party unless it is made to
one of the individuals named on Schedule 3 hereto, as such Schedule may be amended from time to time.


 






    	-3-



    	 



    

 


5.                 
Sale and Delivery to the Agent; Settlement.


 


(a)               
Sale of Placement Shares.  On the basis of the representations and warranties herein contained and subject
to the terms and conditions herein set forth, upon the Agent’s acceptance of the terms of a Placement Notice, and unless
the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the
terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts
consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares up to the
amount specified, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges and agrees that
(i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability
or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure
by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law
and regulations to sell such Placement Shares as required under this Agreement and (iii) the Agent shall be under no obligation
to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Agent and the Company.


 


(b)              
Settlement of Placement Shares.  Unless otherwise specified in the applicable Placement Notice, settlement
for sales of Placement Shares will occur on the third (3rd) Trading Day (or such earlier day as is industry practice
for regular-way trading) following the date on which such sales are made (each, a “Settlement Date”).
The Agent shall notify the Company in writing (including by email correspondence to each of the individuals set forth on Schedule
3) of each sale of Placement Shares no later than the opening of the Trading Day immediately following the Trading Day on which
it has made sales of Placement Shares hereunder. The amount of proceeds to be delivered to the Company on a Settlement Date against
receipt of the Placement Shares sold (the “Net Proceeds”) will be equal to the aggregate sales price
received by the Agent, after deduction for (i) the Agent’s commission, discount or other compensation for such sales payable
by the Company pursuant to Section 2 hereof, and (ii) any transaction fees imposed by any governmental or self-regulatory
organization in respect of such sales.


 






    	-4-



    	 



    

 


(c)               
 Delivery of Placement Shares. On or before each Settlement Date, the Company
will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting the Agent’s
or its designee’s account (provided the Agent shall have given the Company written notice of such designee at least one Trading
Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by
such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable,
transferable, registered shares in good deliverable form. On each Settlement Date, the Agent will deliver the related Net Proceeds
in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the
Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, the
Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) hereto,
it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses),
as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay
to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.


 


(d)              
Denominations; Registration. Certificates for the Placement Shares, if any, shall be in such denominations
and registered in such names as the Agent may request in writing at least one full Business Day (as defined below) before the Settlement
Date. The certificates for the Placement Shares, if any, will be made available by the Company for examination and packaging by
the Agent in The City of New York not later than noon (New York time) on the Business Day prior to the Settlement Date.


 


(e)               
Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale
of any Placement Shares if, after giving effect to the sale of such Placement Shares, the aggregate gross sales proceeds of Placement
Shares sold pursuant to this Agreement would exceed the lesser of (A) together with all sales of Placement Shares under this
Agreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement
and (C) the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of
directors and notified to the Agent in writing. Under no circumstances shall the Company cause or request the offer or sale of
any Placement Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s
board of directors and notified to the Agent in writing. Further, under no circumstances shall the Company cause or permit the
aggregate offering amount of Placement Shares sold pursuant to this Agreement to exceed the Maximum Amount.


 


(f)               
Agent’s Obligations Regarding Israeli Securities Laws. Notwithstanding anything to the contrary herein, the
agent undertakes that it will not offer in a privately negotiated transaction any Placement Shares to offerees in Israel, other
than to investors listed in the first addendum to the Israeli Securities Law, 5728-1968 (the “Addendum”)
and subject to the terms thereof; provided further that as a prerequisite to sale in a privately negotiated transaction of Placement
Shares to such Israeli investors, each of them shall be required to submit written confirmation to the Agent and the Company that
such investor (a) (x) falls within the scope of the Addendum, (y) is aware of the implications of him falling within the scope
of the Addendum, and (z) agrees to it; and (b) is acquiring the Placement Shares being offered to it for investment for its own
account or, if applicable, for investment for clients who are institutional investors. In addition, the Agent will not engage in
any form of solicitation, advertising or any other action which constitutes an offer to the public under the Israeli Securities
Law in connection with the transactions contemplated hereby.


 






    	-5-



    	 



    

 


6.                 
Representations and Warranties of the Company. The Company represents and warrants to, and agrees with Agent that
as of the date of this Agreement and as of each Applicable Time (as defined below):


 


(a)               
Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements
for and comply with the conditions for the use of Form F-3 under the Securities Act. The Company is a “foreign private issuer,”
as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and
has been declared effective by the Commission under the Securities Act. The Prospectus Supplement will name the Agent as the agent
in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the
Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose.
The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415
under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents
that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration
Statement have been so described or filed. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements
and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement
have been delivered, or are available through EDGAR, to Agent and its counsel. The Company has not distributed and, prior to the
later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering
material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus
and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented (such consent not to be unreasonably
withheld, conditioned or delayed). The Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are currently
listed on the Exchange under the trading symbol “ROSG.” The Company has taken no action designed to, or likely to have
the effect of, terminating the registration of the Ordinary Shares under the Exchange Act, delisting the Ordinary Shares from the
Exchange, nor has the Company received any notification that the Commission or the Exchange is contemplating terminating such registration
or listing (except as set forth in the Registration Statement and the Prospectus). To the Company’s knowledge, it is in compliance
with all applicable listing requirements of the Exchange. The Company has no reason to believe that it will not in the foreseeable
future continue to be in compliance with all such listing and maintenance requirements.


 


(b)              
No Misstatement or Omission. The Registration Statement, when it became or becomes effective, and the Prospectus,
and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, conformed and will conform
in all material respects with the requirements of the Securities Act. At each Settlement Date, the Registration Statement and the
Prospectus, as of such date, will conform in all material respects with the requirements of the Securities Act. The Registration
Statement, when it became or becomes effective, did not, and will not, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus
and any amendment and supplement thereto, on the date thereof and at each Applicable Time (defined below), did not or will not
include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading. The documents incorporated by reference in the Prospectus or any
Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with
the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document
or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading.
The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with,
information furnished to the Company by Agent specifically for use in the preparation thereof.


 






    	-6-



    	 



    

 


(c)               
Conformity with Securities Act and Exchange Act. The Registration Statement, the Prospectus, any Issuer Free Writing
Prospectus or any amendment or supplement thereto, and the documents incorporated by reference in the Registration Statement, the
Prospectus or any amendment or supplement thereto, when such documents were or are filed with the Commission under the Securities
Act or the Exchange Act or became or become effective under the Securities Act, as the case may be, conformed or will conform in
all material respects with the requirements of the Securities Act and the Exchange Act, as applicable.


 


(d)              
Financial Information. The consolidated financial statements of the Company included or incorporated by reference
in the Registration Statement, the Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes
and schedules, present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries
(as defined below) as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’
equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act
and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved except
as set forth in the related notes; the other financial and statistical data with respect to the Company and the Subsidiaries (as
defined below) contained or incorporated by reference in the Registration Statement, the Prospectus and the Issuer Free Writing
Prospectuses, if any, are accurately and fairly presented and prepared on a basis consistent with the financial statements and
books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included
or incorporated by reference in the Registration Statement, or the Prospectus that are not included or incorporated by reference
as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or
contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto),
and the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and
the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the
rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities
Act, to the extent applicable.


 






    	-7-



    	 



    

 


(e)               
Conformity with EDGAR Filing. The Prospectus delivered to Agent for use in connection with the sale of the Placement
Shares pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission
for filing via EDGAR, except to the extent permitted by Regulation S-T.


 


(f)               
Organization. The Company and each of its Subsidiaries (as defined below) are, and will be, duly organized, validly
existing as a corporation and in good standing under the laws of their respective jurisdictions of organization. The Company and
each of its Subsidiaries (as defined below) are, and will be, duly licensed or qualified as a foreign corporation for transaction
of business and in good standing under the laws of each other jurisdiction in which their respective ownership or lease of property
or the conduct of their respective businesses requires such license or qualification, and have all corporate power and authority
necessary to own or hold their respective properties and to conduct their respective businesses as described in the Registration
Statement and the Prospectus, except where the failure to be so qualified or in good standing or have such power or authority would
not, individually or in the aggregate, have a material adverse effect or would reasonably be expected to have a material adverse
effect on or affecting the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’
equity or results of operations of the Company and the Subsidiaries (as defined below) taken as a whole, or prevent or materially
interfere with consummation of the transactions contemplated hereby (a “Material Adverse Effect”). The
Company has not been designated as a “breaching company” by the Registrar of Companies of the State of Israel.


 


(g)              
Subsidiaries. The subsidiaries set forth on Schedule 4 (collectively, the “Subsidiaries”),
are the Company’s only significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the
Commission). Except as set forth in the Registration Statement and in the Prospectus, the Company owns, directly or indirectly,
all of the equity interests of the Subsidiaries free and clear of any lien, charge, security interest, encumbrance, right of first
refusal or other restriction, and all the equity interests of the Subsidiaries are validly issued and are fully paid, nonassessable
and free of preemptive and similar rights.


 


(h)              
No Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter
or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time
or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in
any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries
is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company
or any of its Subsidiaries are subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation
of any court or arbitrator or governmental or regulatory authority, except, in the case of each of clauses (ii) and (iii) above,
for any such violation or default that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. To the Company’s knowledge, no other party under any material contract or other agreement to which it or any of its
Subsidiaries is a party is in default in any respect thereunder where such default would have a Material Adverse Effect.


 


(i)                
No Material Adverse Change. Subsequent to the respective dates as of which information is given in the Registration
Statement, the Prospectus and the Free Writing Prospectuses, if any (including any document deemed incorporated by reference therein),
there has not been (i) any Material Adverse Effect or the occurrence of any development that the Company reasonably expects will
result in a Material Adverse Effect, (ii) any transaction which is material to the Company and the Subsidiaries taken as a whole,
(iii) any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by the Company
or any Subsidiary, which is material to the Company and the Subsidiaries taken as a whole, (iv) any material change in the capital
stock (other than the grant of additional options under the Company’s existing stock option plans, or changes in the number
of outstanding Ordinary Shares of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable
for, or convertible into, Ordinary Shares outstanding on the dates referred to in the Registration Statement and the Prospectus)
or outstanding long-term indebtedness of the Company or any of its Subsidiaries or (v) any dividend or distribution of any kind
declared, paid or made on the capital stock of the Company or any Subsidiary, other than in each case above in the ordinary course
of business or as otherwise disclosed in the Registration Statement or Prospectus (including any document deemed incorporated by
reference therein).


 






    	-8-



    	 



    

 


(j)                
Capitalization. The issued and outstanding shares of capital stock of the Company have been validly issued, are fully
paid and nonassessable and, other than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive
rights, rights of first refusal or similar rights. The Company has an authorized, issued and outstanding capitalization as set
forth in the Registration Statement and the Prospectus as of the dates referred to therein (other than the grant of additional
options under the Company’s existing stock option plans, or changes in the number of outstanding Ordinary Shares of the Company
due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Ordinary Shares
outstanding on the dates referred to in the Registration Statement and the Prospectus) and such authorized capital stock conforms
to the description thereof set forth in the Registration Statement and the Prospectus. The description of the securities of the
Company in the Registration Statement and the Prospectus is complete and accurate in all material respects. Except as disclosed
in or contemplated by the Registration Statement or the Prospectus, as of the date referred to therein, the Company does not have
outstanding any options to purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible into,
or exchangeable for, or any contracts or commitments to issue or sell, any shares of capital stock or other securities.


 


(k)              
Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement
and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company
and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that
(i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally and by general equitable principles and (ii) the indemnification and contribution provisions may be limited by
federal or state securities laws or public policy considerations in respect thereof.


 


(l)                
Authorization of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved
by the board of directors of the Company against payment therefor as provided herein, will be duly and validly authorized and issued
and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, including
any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered
pursuant to Section 12 of the Exchange Act. The Placement Shares, when issued, will conform in all material respects to the description
thereof set forth in or incorporated into the Prospectus.


 






    	-9-



    	 



    

 





(m)            
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court
or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of
this Agreement, the issuance and sale by the Company of the Placement Shares, except for such consents, approvals, authorizations,
orders and registrations or qualifications as may be required (i) under applicable state securities laws, (ii) by the by-laws and
rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange or (iii) by the rules
and regulations of the OCS, in connection with the sale of the Placement Shares by the Agent.


 


(n)              
No Preferential Rights. Except as set forth in the Registration Statement and the Prospectus, (i) no person,
as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”),
has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Ordinary Shares or shares of
any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Ordinary
Shares or upon the exercise of options or vesting of other awards that may be granted from time to time under the Company’s
stock plans), (ii) no Person has any preemptive rights, resale rights, rights of first refusal, or any other rights (whether
pursuant to a “poison pill” provision or otherwise) to purchase any Ordinary Shares or shares of any other capital
stock or other securities of the Company, (iii)  no Person has the right to act as an underwriter or as a financial advisor
to the Company in connection with the offer and sale of the Ordinary Shares, and (iv) no Person has the right, contractual
or otherwise, to require the Company to register under the Securities Act any Ordinary Shares or shares of any other capital stock
or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering
contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement
Shares as contemplated thereby or otherwise.


 


(o)              
Independent Public Accounting Firm. Kost Forer Gabbay & Kasierer (a Member of Ernst & Young Global) (the
“Accountant”), whose report on the consolidated financial statements of the Company is filed with the
Commission as part of the Company’s most recent Annual Report on Form 20-F filed with the Commission and incorporated by
reference into the Registration Statement and the Prospectus, are and, during the periods covered by their report, were an independent
registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (United
States). To the Company’s knowledge, the Accountant is not in violation of the auditor independence requirements of the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”) with respect to the Company.


 


(p)              
Enforceability of Agreements. All agreements between the Company and third parties expressly referenced in the Prospectus
are legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, except to the extent
that (i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally and by general equitable principles and (ii) the indemnification provisions of certain agreements may be
limited by federal or state securities laws or public policy considerations in respect thereof.


 






    	-10-



    	 



    

 


(q)              
No Litigation. Except as set forth in the Registration Statement or the Prospectus, there are no legal, governmental
or regulatory actions, suits or proceedings pending, nor, to the Company’s knowledge, any legal, governmental or regulatory
audits or investigations, to which the Company or a Subsidiary is a party or to which any property of the Company or any of its
Subsidiaries is the subject that, individually or in the aggregate, if determined adversely to the Company or any of its Subsidiaries,
would reasonably be expected to have a Material Adverse Effect or materially and adversely affect the ability of the Company to
perform its obligations under this Agreement; to the Company’s knowledge, no such actions, suits or proceedings are threatened
or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending
legal, governmental or regulatory audits or investigations, actions, suits or proceedings that are required under the Securities
Act to be described in the Prospectus that are not so described; and (ii) there are no contracts or other documents that are
required under the Securities Act to be filed as exhibits to the Registration Statement that are not so filed.


 


(r)                
Consents and Permits. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries
have made all filings, applications and submissions required by, possesses and is operating in compliance with, all approvals,
licenses, certificates, certifications, clearances, consents, grants, exemptions, marks, notifications, orders, permits and other
authorizations issued by, the appropriate federal, state or foreign governmental or regulatory authorities (including, without
limitation, the United States Food and Drug Administration (the “FDA”), the United States Drug Enforcement
Administration or any other foreign, federal, state, provincial, court or local government or regulatory authorities including
self-regulatory organizations engaged in the regulation of clinical trials, pharmaceuticals, biologics or biohazardous substances
or materials) necessary for the ownership or lease of their respective properties or to conduct its businesses as described in
the Registration Statement and the Prospectus (collectively, “Permits”), except for such Permits the
failure of which to possess, obtain or make the same would not reasonably be expected to have a Material Adverse Effect; the Company
and its Subsidiaries are in compliance with the terms and conditions of all such Permits, except where the failure to be in compliance
would not reasonably be expected to have a Material Adverse Effect; all of the Permits are valid and in full force and effect,
except where any invalidity, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect;
and neither the Company nor any of its Subsidiaries has received any written notice of proceedings relating to the limitation,
revocation, cancellation, suspension, modification or non-renewal of any such Permit which, singly or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, and has any reason to believe that
any such license, certificate, permit or authorization will not be renewed in the ordinary course.


 


(s)               
Regulatory Filings. Except as disclosed in the Registration Statement and the Prospectus, neither the Company nor
any of its Subsidiaries has failed to file with the applicable regulatory authorities (including, without limitation, the FDA,
or any foreign, federal, state, provincial or local governmental or regulatory authority performing functions similar to those
performed by the FDA) any required filing, declaration, listing, registration, report or submission, except for such failures that,
individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; except as disclosed in the
Registration Statement and the Prospectus, all such filings, declarations, listings, registrations, reports or submissions were
in compliance with applicable laws when filed and no deficiencies have been asserted by any applicable regulatory authority with
respect to any such filings, declarations, listings, registrations, reports or submissions, except for any deficiencies that, individually
or in the aggregate, would not have a Material Adverse Effect.


 






    	-11-



    	 



    

 


(t)                
Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its
Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and
service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology,
Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”),
necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess,
license or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a
Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third
parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there
is no infringement by third parties of any such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge,
threatened action, suit, proceeding or claim by others challenging the Company’s and its Subsidiaries’ rights in or
to any such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action,
suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or
claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s
knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate
any patent, trademark, copyright, trade secret or other proprietary rights of others; (vi) to the Company’s knowledge, there
is no third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as
defined in 35 U.S.C. § 135) has been commenced against any patent or patent application described in the Prospectus as being
owned by or licensed to the Company; and (vii) the Company and its Subsidiaries have complied with the terms of each agreement
pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary, and all such agreements are in full
force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such
pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected
to result in a Material Adverse Effect. The grants and other benefits received by the Company from the OCS under the Israeli Law
for the Encouragement of Research and Development in Industry, 1984 are fully and accurately reflected in the Registration Statement
and the Prospectus and the Company has complied with all the requirements and terms of such grants and other benefits except for
any failure which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.


 


(u)              
[Intentionally omitted.]


 






    	-12-



    	 



    

 


(v)              
Market Capitalization. At the time the Registration Statement was originally declared effective, and at the time
the Company’s most recent Annual Report on Form 20-F was filed with the Commission, the Company met the then applicable requirements
for the use of Form F-3 under the Securities Act, including but not limited to Instruction I.B.5 of Form F-3. As of the date of
this Agreement, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities
Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that
directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the
Company)  (the “Non-Affiliate Shares”), was equal to approximately $48.3 million  (calculated
by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date
of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under
the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company
at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 of Form F-3) with the Commission
at least 12 calendar months previously reflecting its status as an entity that is not a shell company.


 


(w)            
No Material Defaults. Neither the Company nor any of the Subsidiaries is in default on any installment on indebtedness
for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would reasonably
be expected to have a Material Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange
Act since the filing of its last Annual Report on Form 20-F, indicating that it (i) has failed to pay any dividend or sinking
fund installment on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any
rental on one or more long-term leases, which defaults, individually or in the aggregate, would reasonably be expected to have
a Material Adverse Effect.


 


(x)              
Certain Market Activities. Neither the Company, nor any of the Subsidiaries, nor any of their respective directors,
officers or controlling persons has taken, directly or indirectly, any action designed, or that has constituted or might reasonably
be expected to cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of the Placement Shares.


 


(y)              
Broker/Dealer Relationships. Neither the Company nor any of the Subsidiaries or any related entities (i) is
required to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act or
(ii) directly or indirectly through one or more intermediaries, controls or is a “person associated with a member”
or “associated person of a member” (within the meaning set forth in the FINRA Manual).


 


(z)               
No Reliance. The Company has not relied upon the Agent or legal counsel for the Agent for any legal, tax or accounting
advice in connection with the offering and sale of the Placement Shares.


 


(aa)           
Taxes. The Company and each of its Subsidiaries have filed all U.S. federal, Israeli, state, local and foreign tax
returns which have been required to be filed and paid all taxes shown thereon through the date hereof, to the extent that such
taxes have become due and are not being contested in good faith, except where the failure to so file or pay would not have a Material
Adverse Effect. Except as otherwise disclosed in or contemplated by the Registration Statement or the Prospectus, no tax deficiency
has been determined adversely to the Company or any of its Subsidiaries which has had, or would reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect. The Company has no knowledge of any federal, state or other governmental
tax deficiency, penalty or assessment which has been or might be asserted or threatened against it which would have a Material
Adverse Effect. The Company is an “Approved Enterprise” under the Israeli Law for the Encouragement of Capital Investments,
1959.


 






    	-13-



    	 



    

 


(bb)          
Title to Real and Personal Property. Except as set forth in the Registration Statement or the Prospectus, the Company
and its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title
to all personal property described in the Registration Statement or Prospectus as being owned by them that are material to the
businesses of the Company or such Subsidiary, in each case free and clear of all liens, encumbrances and claims, except those that
(i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries
or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or personal
property described in the Registration Statement or Prospectus as being leased by the Company and any of its Subsidiaries is held
by them under valid, existing and enforceable leases, except those that (A) do not materially interfere with the use made or proposed
to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or
in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its Subsidiaries complies with all
applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws
relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except
for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material
respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material
Adverse Effect. None of the Company or its subsidiaries has received from any governmental or regulatory authorities any notice
of any condemnation of, or zoning change affecting, the properties of the Company and its Subsidiaries, and the Company knows of
no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in
any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise
have a Material Adverse Effect, individually or in the aggregate.


 


(cc)           
Environmental Laws. Except as set forth in the Registration Statement or the Prospectus, the Company and its Subsidiaries
(i) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, decisions and
orders relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants
or contaminants (collectively, “Environmental Laws”); (ii) have received and are in compliance with
all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses
as described in the Registration Statement and the Prospectus; and (iii) have not received notice of any actual or potential
liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants
or contaminants, except, in the case of any of clauses (i), (ii) or (iii) above, for any such failure to comply or failure to receive
required permits, licenses, other approvals or liability as would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.


 






    	-14-



    	 



    

 


(dd)         
Disclosure Controls. The Company and each of its Subsidiaries maintain systems 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
generally accepted accounting principles 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’s
internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal
control over financial reporting (other than as set forth in the Prospectus). Since the date of the latest audited financial statements
of the Company included in the Prospectus, there has been no change in the Company’s internal control over financial reporting
that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial
reporting (other than as set forth in the Prospectus). The Company has established disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15 and 15d-15) for the Company and designed such disclosure controls and procedures to ensure that material
information relating to the Company and each of its Subsidiaries is made known to the certifying officers by others within those
entities, particularly during the period in which the Company’s Annual Report on Form 20-F or Reports on Form 6-K, as the
case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s
controls and procedures as of a date within 90 days prior to the filing date of the Form 20-F for the fiscal year most recently
ended (such date, the “Evaluation Date”). The Company presented in its Form 20-F for the fiscal year
most recently ended the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures
based on their evaluations as of the Evaluation Date and the disclosure controls and procedures are effective. Since the Evaluation
Date, there have been no significant changes in the Company’s internal controls (as such term is defined in Item 307(b) of
Regulation S-K under the Securities Act) or, to the Company’s knowledge, in other factors that could significantly affect
the Company’s internal controls.


 


(ee)           
Sarbanes-Oxley. There is and has been no failure on the part of the Company or, to the Company’s knowledge,
any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any applicable
provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder. Each of the principal executive officer
and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal
financial officer of the Company as applicable) has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley
Act with respect to all reports, schedules, forms, statements and other documents required to be filed by it or furnished by it
to the Commission. For purposes of the preceding sentence, “principal executive officer” and “principal financial
officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act.


 






    	-15-



    	 



    

 


(ff)            
Finder’s Fees. Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s
fees, brokerage commissions or similar payments in connection with the transactions herein contemplated, except as may otherwise
exist with respect to Agent pursuant to this Agreement or as previously disclosed to Agent.


 


(gg)          
Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists
or, to the knowledge of the Company, is threatened which would reasonably be expected to result in a Material Adverse Effect.


 


(hh)          
Investment Company Act. Neither the Company nor any of the Subsidiaries is or, after giving effect to the offering
and sale of the Placement Shares and the application of the proceeds thereof as described in the Registration Statement and the
Prospectus, will be an “investment company” or an entity “controlled” by an “investment company,”
as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).


 


(ii)              
Operations. 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, the money laundering statutes of all jurisdictions to which the Company or its Subsidiaries are subject, the rules
and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any
governmental agency (collectively, the “Money Laundering Laws”), except as would not reasonably be expected
to result in a Material Adverse Effect; 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 of its Subsidiaries with respect to the Money Laundering Laws is pending
or, to the knowledge of the Company, threatened.


 


(jj)              
Off-Balance Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among
the Company, and/or, to the knowledge of the Company, any of its affiliates and any unconsolidated entity, including, but not limited
to, any structural finance, special purpose or limited purpose entity (each, an “Off Balance Sheet Transaction”)
that could reasonably be expected to affect materially the Company’s liquidity or the availability of or requirements for
its capital resources, including those Off Balance Sheet Transactions described in the Commission’s Statement about Management’s
Discussion and Analysis of Financial Conditions and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61), required to
be described in the Prospectus which have not been described as required.


 


(kk)          
Underwriter Agreements. The Company is not a party to any agreement with an agent or underwriter for any other “at-the-market”
or continuous equity transaction.


 


(ll)              
ERISA. To the knowledge of the Company, each material employee benefit plan, within the meaning of Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is maintained, administered
or contributed to by the Company or any of its affiliates for employees or former employees of the Company and any of its Subsidiaries
has been maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations,
including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the “Code”); no
prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which would result
in a material liability to the Company with respect to any such plan excluding transactions effected pursuant to a statutory or
administrative exemption; and for each such plan that is subject to the funding rules of Section 412 of the Code or Section 302
of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code has been incurred, whether or not
waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions)
exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions.


 






    	-16-



    	 



    

 


(mm)      
Forward Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act) (a “Forward Looking Statement”) contained in the Registration Statement
and the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith. The Forward
Looking Statements incorporated by reference in the Registration Statement and the Prospectus from the Company’s Annual Report
on Form 20-F for the fiscal year most recently ended (i) are within the coverage of the safe harbor for forward looking statements
set forth in Section 27A of the Securities Act, Rule 175(b) under the Securities Act or Rule 3b-6 under the Exchange Act, as applicable,
(ii) at the time such Forward Looking Statements were made, were made by the Company with a reasonable basis and in good faith
and reflect the Company’s good faith commercially reasonable best estimate of the matters described therein, and (iii) have
been prepared in accordance with Item 10 of Regulation S-K under the Securities Act.


 


(nn)          
Agent Purchases. The Company acknowledges and agrees that Agent has informed the Company that the Agent may, to the
extent permitted under the Securities Act and the Exchange Act, purchase and sell Ordinary Shares for its own account while this
Agreement is in effect, provided, that (i) no such purchase or sales shall take place while a Placement Notice is in effect
(except to the extent each Agent may engage in sales of Placement Shares purchased or deemed purchased from the Company as a “riskless
principal” or in a similar capacity) and (ii) the Company shall not be deemed to have authorized or consented to any
such purchases or sales by the Agent.


 


(oo)          
Margin Rules. Neither the issuance, sale and delivery of the Placement Shares nor the application of the proceeds
thereof by the Company as described in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board
of Governors of the Federal Reserve System or any other regulation of such Board of Governors.


 


(pp)          
Insurance. The Company and each of its Subsidiaries carry, or are covered by, insurance in such amounts and covering
such risks as the Company and each of its Subsidiaries reasonably believe are adequate for the conduct of their properties and
as is customary for companies engaged in similar businesses in similar industries.


 


(qq)          
No Improper Practices. (i) Neither the Company nor, to the Company’s knowledge, the Subsidiaries, nor
to the Company’s knowledge, any of their respective executive officers has, in the past five years, made any unlawful contributions
to any candidate for any political office (or failed fully to disclose any contribution in violation of law) or made any contribution
or other payment to any official of, or candidate for, any federal, state, municipal, or foreign office or other person charged
with similar public or quasi-public duty in violation of any law or of the character required to be disclosed in the Prospectus;
(ii) no relationship, direct or indirect, exists between or among the Company or, to the Company’s knowledge, any Subsidiary
or any affiliate of any of them, on the one hand, and the directors, officers and stockholders of the Company or, to the Company’s
knowledge, any Subsidiary, on the other hand, that is required by the Securities Act to be described in the Registration Statement
and the Prospectus that is not so described; (iii) no relationship, direct or indirect, exists between or among the Company
or any Subsidiary or any affiliate of them, on the one hand, and the directors, officers, or stockholders of the Company or, to
the Company’s knowledge, any Subsidiary, on the other hand, that is required by the rules of FINRA to be described in the
Registration Statement and the Prospectus that is not so described; (iv) except as described in the Prospectus, there are
no material outstanding loans or advances or material guarantees of indebtedness by the Company or, to the Company’s knowledge,
any Subsidiary to or for the benefit of any of their respective officers or directors or any of the members of the families of
any of them; and (v) the Company has not offered, or caused any placement agent to offer, Ordinary Shares to any person with the
intent to influence unlawfully (A) a customer or supplier of the Company or any Subsidiary to alter the customer’s or
supplier’s level or type of business with the Company or any Subsidiary or (B) a trade journalist or publication to
write or publish favorable information about the Company or any Subsidiary or any of their respective products or services, and,
(vi) neither the Company nor any Subsidiary nor, to the Company’s knowledge, any employee or agent of the Company or any
Subsidiary has made any payment of funds of the Company or any Subsidiary or received or retained any funds in violation of any
law, rule or regulation (including, without limitation, the Foreign Corrupt Practices Act of 1977), which payment, receipt or retention
of funds is of a character required to be disclosed in the Registration Statement or the Prospectus.


 






    	-17-



    	 



    

 


(rr)             
Status Under the Securities Act. The Company was not and is not an ineligible issuer as defined in Rule 405 under
the Securities Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the
Placement Shares.


 


(ss)            
No Misstatement or Omission in an Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus, as of its
issue date and as of each Applicable Time (as defined in Section 26 below), did not, does not and will not include any information
that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including
any incorporated document deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not
apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information
furnished to the Company by the Agent specifically for use therein.


 


(tt)             
No Conflicts. Neither the execution of this Agreement, nor the issuance, offering or sale of the Placement Shares,
nor the consummation of any of the transactions contemplated herein and therein, nor the compliance by the Company with the terms
and provisions hereof and thereof will conflict with, or will result in a breach of, any of the terms and provisions of, or has
constituted or will constitute a default under, or has resulted in or will result in the creation or imposition of any lien, charge
or encumbrance upon any property or assets of the Company pursuant to the terms of any contract or other agreement to which the
Company may be bound or to which any of the property or assets of the Company is subject, except (i) such conflicts, breaches or
defaults as may have been waived and (ii) such conflicts, breaches and defaults that would not have a Material Adverse Effect;
nor will such action result (x) in any violation of the provisions of the organizational or governing documents of the Company,
or (y) in any material violation of the provisions of any statute or any order, rule or regulation applicable to the Company or
of any court or of any federal, state or other regulatory authority or other government body having jurisdiction over the Company.


 






    	-18-



    	 



    

 


(uu)          
 Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively,
the “Entity”) or any director, officer, employee, agent, affiliate or representative of the Entity, is
a government, individual, or entity (in this paragraph (uu), “Person”) that is, or is owned or controlled
by a Person that is:


 


(A)  the
subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control,
the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively,
“Sanctions”), nor


 


(B)  located,
organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar,
Cuba, Iran, North Korea, Sudan and Syria).


 


(ii)  The
Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute
or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:


 


(A)  to
fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding
or facilitation, is the subject of Sanctions; or


 


(B)  in
any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering,
whether as underwriter, advisor, investor or otherwise).


 


(iii)  The
Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years,
it has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any
Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.


 


(vv)          
Stock Transfer Taxes. On each Settlement Date, all stock transfer or other taxes (other than income taxes) which
are required to be paid in connection with the sale and transfer of the Placement Shares to be sold hereunder will be, or will
have been, fully paid or provided for by the Company and all laws imposing such taxes will be or will have been fully complied
with.


 


(ww)      
Compliance with Laws. Each of the Company and its Subsidiaries: (A) is and at all times has been in compliance with
all statutes, rules, or regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use,
distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product manufactured
or distributed by the Company or its Subisidiaries (“Applicable Laws”), except as could not, individually or
in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) has not received any FDA Form 483, notice
of adverse finding, warning letter, untitled letter or other correspondence or notice from the FDA or any other governmental authority
alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations,
permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”); (C) possesses
all material Authorizations and such Authorizations are valid and in full force and effect and are not in material violation of
any term of any such Authorizations; (D) has not received notice of any claim, action, suit, proceeding, hearing, enforcement,
investigation, arbitration or other action from any governmental authority or third party alleging that any product operation or
activity is in violation of any Applicable Laws or Authorizations and has no knowledge that any such governmental authority or
third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) has not received
notice that any governmental authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations
and has no knowledge that any such governmental authority is considering such action; (F) has filed, obtained, maintained or submitted
all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required
by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions
and supplements or amendments were complete and correct on the date filed (or were corrected or supplemented by a subsequent submission);
and (G) except as previously reported on a Form 6-K filed November 9, 2010, either voluntarily or involuntarily, initiated, conducted,
or issued or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, post sale
warning, “dear doctor” letter, or other notice or action relating to the alleged lack of safety or efficacy of any
product or any alleged product defect or violation and, to the Company’s knowledge, no third party has initiated, conducted
or intends to initiate any such notice or action.


 






    	-19-



    	 



    

 


(xx)          
Israeli Qualifications. No consent, approval, authorization or order of, or filing, qualification or registration
with, any Israeli court or governmental agency or body, which has not been made, obtained or taken and is not in full force and
effect, is required for the execution, delivery and performance of this Agreement by the Company, the offer or sale of the Placement
Shares or the consummation of the transactions contemplated hereby or thereby, other than (A) the obligation to file certain information
with the Israeli Investment Center and the OCS and (B) the filing of certain notices with the Registrar of Companies in the State
of Israel regarding the issuance of shares.


 


(yy)          
No Israeli Prospectus. The Company is not required to publish a prospectus in the State of Israel under the laws
of the State of Israel with respect to the offer and sale of the Placement Shares in accordance with and subject to the terms of
this Agreement.


 


(zz)           
No Israeli Violations. Neither the Company nor any of its Subsidiaries is (i) in violation of any condition or requirement
stipulated (A) by any instruments of approval, granted to it by the OCS with respect to any research and development grants or
benefits given to the Company by such office or (B) with respect to any instrument of approval granted to it by the Investment
Center of the Ministry of Industry, Trade and Labor of the State of Israel (the “Investment Center”) with respect
to grants or benefits given to the Company. The Company has not received any notice denying, revoking or modifying any “approved
enterprise” or “benefited enterprise” or “preferred enterprise” status with respect to any of the
Company’s facilities or operations or with respect to any grants or benefits from the OCS or the Investment Center (collectively,
“Governmental Grants”) (including, in all such cases, notice of proceedings or investigations related thereto).
No event has occurred, and no circumstance or condition exists, that could reasonably be expected to give rise to or serve as the
basis for (i) the annulment, revocation, withdrawal, suspension, cancellation, recapture or modification of any Governmental Grants,
(ii) the imposition of any material limitation on any Governmental Grant or (iii) a requirement that the Company return or refund
any benefits provided under any Governmental Grant. All information supplied by the Company with respect to the applications or
notifications relating to such “approved enterprise” status, “privileged enterprise status” and “preferred
enterprise” status and to grants and benefits from the OCS and/or the Investment Center was true, correct and complete in
all material respects when supplied to the appropriate authorities.


 






    	-20-



    	 



    

 


(aaa)        
No Dissolution. The Company is not in nor subject to a bankruptcy or insolvency proceeding in the State of Israel.


 


(bbb)      
Israeli Taxation. Assuming that the Agent is not otherwise subject to taxation in the State of Israel, or is exempt
therefrom, the issuance, delivery and sale of the Placement Shares to be sold by the Company hereunder are not subject to any tax
imposed by the State of Israel or any political subdivision thereof.


 


(ccc)        
Israeli Employment Laws. The Company and its Subsidiaries are in compliance in all material respects with the labor
and employment laws and collective bargaining agreements and extension orders applicable to their employees in the State of Israel.


 


(ddd)     
Israeli Securities Laws. The Company has not engaged in any form of solicitation, advertising or any other action
constituting an offer under the Israeli Securities Law 5728-1968 as amended and the regulations promulgated thereunder (“Israeli
Securities Law”) in connection with the transactions contemplated hereby which would require the Company to publish
a prospectus in the State of Israel under the laws of the State of Israel.


 


(eee)        
No Immunity. Neither the Company nor any of its properties or assets has any immunity from the jurisdiction of any
court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution
or otherwise) under the laws of the State of Israel.


 


(fff)         
Agent for Service of Process. The Company has duly designated Rosetta Genomics Inc. as its authorized agent to receive
service of process as set forth in Section 19.


 


(ggg)      
Enforcement of Judgments. Subject to the conditions and qualifications set forth in the Registration Statement and
the Prospectus, a final and conclusive judgment against the Company for a definitive sum of money entered by any court in the United
States may be enforced by an Israeli court.


 


(hhh)      
Israeli Exemptions. Aside from investors who are specified in Section 15A(b) of the Israeli Securities Law, 5728-1968
and offers made to employees of the Company or any subsidiary pursuant to an exemption issued by the Israeli Securities Authority
pursuant to Section 15D of the Israeli Securities Law, 5728-1968, there were no more than 35 offerees, in the aggregate, to whom
the Company and any of its respective representatives made an offering in Israel of any securities of the Company in the past twelve
months.


 






    	-21-



    	 



    

 


(iii)            
No Manipulation. The Company will not take, directly or indirectly, any action designed to or that would reasonably
be expected to cause or result in any stabilization or manipulation of the price of the Placement Shares in violation of applicable
securities laws. In addition, the Company will not engage in any form of solicitation, advertising or any other action which constitutes
an offer to the public under the Israeli Securities Law in connection with the transactions contemplated hereby.


 


(jjj)            
Israeli Placements. The Company acknowledges, understands and agrees that the Placement Shares may be sold in Israel
only to such Israeli investors listed in the First Addendum to the Israeli Securities Law, 5728-1968 (the “Addendum”).


 


Any certificate signed
by an officer of the Company and delivered to the Agent or to counsel for the Agent pursuant to or in connection with this Agreement
shall be deemed to be a representation and warranty by the Company, as applicable, to the Agent as to the matters set forth therein.


 


7.                 
Covenants of the Company. The Company covenants and agrees with Agent that:


 


(a)               
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating
to any Placement Shares is required to be delivered by Agent under the Securities Act (including in circumstances where such requirement
may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify the Agent promptly of the time
when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with
the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by
the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, (ii) the
Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the
Registration Statement or Prospectus that, in such Agent’s reasonable opinion, may be necessary or advisable in connection
with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request
shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations
and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect
to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed);
(iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement
Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable
period of time before the filing and the Agent has not objected thereto (provided, however, that the failure of the Agent to make
such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely
on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Agent shall
have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and
the Company will furnish to the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated
by reference into the Registration Statement or Prospectus, except for those documents available via EDGAR; and (iv) the Company
will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable
paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed
with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not
file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion
or reasonable objections, shall be made exclusively by the Company). Notwithstanding anything contained herein, the Company has
no obligation to provide the Agent any advanced copy of any supplement to the Prospectus if such supplement does not relate to
the Placement Shares or to the transactions contemplated by this Agreement.


 






    	-22-



    	 



    

 


(b)              
Notice of Commission Stop Orders. The Company will advise the Agent, promptly after it receives notice or obtains
knowledge thereof, of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement, of the suspension of the qualification of the Placement Shares for offering or sale in any jurisdiction,
or of the initiation or threatening of any proceeding for any such purpose; and it will promptly use its commercially reasonable
efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued. The Company
will advise the Agent promptly after it receives any request by the Commission for any amendments to the Registration Statement
or any amendment or supplements to the Prospectus or any Issuer Free Writing Prospectus or for additional information related to
the offering of the Placement Shares or for additional information related to the Registration Statement, the Prospectus or any
Issuer Free Writing Prospectus.


 


(c)               
Delivery of Prospectus; Subsequent Changes. During any period in which a Prospectus relating to the Placement Shares
is required to be delivered by the Agent under the Securities Act with respect to the offer and sale of the Placement Shares, (including
in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Company will comply
with all requirements imposed upon it by the Securities Act, as from time to time in force, and to file on or before their respective
due dates all reports and any definitive proxy or information statements required to be filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act. If the Company has omitted any
information from the Registration Statement pursuant to Rule 430B under the Securities Act, it will use its best efforts to comply
with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430B and to notify the Agent promptly
of all such filings. If during such period any event occurs as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement
the Registration Statement or Prospectus to comply with the Securities Act, the Company will promptly notify Agent to suspend the
offering of Placement Shares during such period and the Company will promptly amend or supplement the Registration Statement or
Prospectus (at the expense of the Company) so as to correct such statement or omission or effect such compliance.


 






    	-23-



    	 



    

 


(d)              
Listing of Placement Shares. During any period in which the Prospectus relating to the Placement Shares is required
to be delivered by the Agent under the Securities Act with respect to the offer and sale of the Placement Shares, the Company will
use its reasonable best efforts to cause the Placement Shares to be listed on the Exchange.


 


(e)               
Delivery of Registration Statement and Prospectus. The Company will furnish to the Agent and its counsel (at the
expense of the Company) copies of the Registration Statement, the Prospectus (including all documents incorporated by reference
therein) and all amendments and supplements to the Registration Statement or Prospectus that are filed with the Commission during
any period in which a Prospectus relating to the Placement Shares is required to be delivered under the Securities Act (including
all documents filed with the Commission during such period that are deemed to be incorporated by reference therein), in each case
as soon as reasonably practicable and in such quantities as the Agent may from time to time reasonably request and, at the Agent’s
request, will also furnish copies of the Prospectus to each exchange or market on which sales of the Placement Shares may be made;
provided, however, that the Company shall not be required to furnish any document (other than the Prospectus) to the Agent to the
extent such document is available on EDGAR.


 


(f)               
Earnings Statement. The Company will make generally available to its security holders as soon as practicable, but
in any event not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement covering
a 12-month period that satisfies the provisions of Section 11(a) and Rule 158 of the Securities Act.


 


(g)              
Use of Proceeds. The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use
of Proceeds.”


 


(h)              
Notice of Other Sales. Without the prior written consent of Agent, the Company will not, directly or indirectly,
offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement
Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any
rights to purchase or acquire, Ordinary Shares during the period beginning on the fifth (5th) Trading Day immediately prior to
the date on which any Placement Notice is delivered to Agent hereunder and ending on the fifth (5th) Trading Day immediately following
the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice
has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension
or termination); and will not directly or indirectly in any other “at-the-market” or continuous equity transaction
offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement
Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any
rights to purchase or acquire, Ordinary Shares prior to the later of the termination of this Agreement and the sixtieth (60th)
day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided,
however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Ordinary
Shares, options to purchase Ordinary Shares or Ordinary Shares issuable upon the exercise of options, or pursuant to restricted
stock units or other stock awards under any employee, consultant or director stock option or benefits plan, stock ownership plan
or dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan)
of the Company whether now in effect or hereafter implemented, (ii) Ordinary Shares issuable upon conversion of securities
or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available
on EDGAR or otherwise in writing to the Agent and (iii) Ordinary Shares or securities convertible into or exchangeable for Ordinary
Shares as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the date
of this Agreement which are not issued for capital raising purposes.


 






    	-24-



    	 



    

 


(i)                
Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent
promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect
in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this
Agreement.


 


(j)                
Due Diligence Cooperation. The Company will cooperate with any reasonable due diligence review conducted by the Agent
or its representatives in connection with the transactions contemplated hereby, including, without limitation, providing information
and making available documents and senior corporate officers, during regular business hours and at the Company’s principal
offices, as the Agent may reasonably request.


 


(k)              
Required Filings Relating to Placement of Placement Shares. The Company agrees that on such dates as the Securities
Act shall require, the Company will (i) file a prospectus supplement with the Commission under the applicable paragraph of
Rule 424(b) under the Securities Act (each and every filing under Rule 424(b), a “Filing Date”), which
prospectus supplement will set forth, within the relevant period, the amount of Placement Shares sold through the Agent, the Net
Proceeds to the Company and the compensation payable by the Company to the Agent with respect to such Placement Shares, and (ii) deliver
such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be
required by the rules or regulations of such exchange or market.


 


(l)                
Representation Dates; Certificate. (1) Prior to the date of the first Placement Notice and (2) each time the Company:


 


(i) files the
Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an
offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement
Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference
into the Registration Statement or the Prospectus relating to the Placement Shares;


 


(ii) files
an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended financial information or a material
amendment to the previously filed Form 20-F);


 


(iii) files
its quarterly or six-month reports on Form 6-K under the Exchange Act containing financial statements, supporting schedules or
other financial data incorporated by reference into the Registration Statement; or


 






    	-25-



    	 



    

 


(iv) files
a report on Form 6-K containing amended financial information under the Exchange Act incorporated by reference into the Registration
Statement (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation
Date”);


 


the Company shall furnish
the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such
Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate
under this Section 7(l) shall be waived for any Representation Date occurring at a time in which no Placement Notice is
pending (including as a result of a Suspension being in effect), which waiver shall continue until the earlier to occur of the
date the Company delivers a Placement Notice or instructions for the sale of Placement Shares hereunder, as applicable, (which
for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding
the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when such waiver applied
and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions
for the sale of Placement Shares or the Agent sells any Placement Shares pursuant to such instructions, the Company shall provide
the Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale
of Placement Shares are issued.


 


(m)            
Legal Opinion. (1) Prior to the date of the first Placement Notice and (2) unless a Suspension is in effect, within
five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the
form attached hereto as Exhibit 7(l) for which no waiver is applicable and excluding the date of this Agreement, the Company shall
cause to be furnished to the Agent a written opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., U.S. counsel to the
Company, and Raved Magriso Benkel & Co, Israeli counsel to the Company (“Company Counsel”), or other
counsel satisfactory to the Agent, in form and substance substantially similar to the form attached hereto as Exhibit 7(m), modified,
as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the
Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further, that
in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a
“Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section
7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be
deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).


 


(n)              
Comfort Letter. (1) Prior to the date of the first Placement Notice and (2) unless a Suspension is in effect, within
five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the
form attached hereto as Exhibit 7(l) for which no waiver is applicable and excluding the date of this Agreement, the Company shall
cause its independent registered public accounting firm to furnish the Agent letters (the “Comfort Letters”),
dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); provided,
that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days
of the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements.
The Comfort Letter from the Company’s independent registered public accounting firm shall be in a form and substance satisfactory
to the Agent, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities
Act and the PCAOB, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information
and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered
public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial
Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date
and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of
such letter.


 






    	-26-



    	 



    

 


(o)              
Market Activities. The Company will not, directly or indirectly, (i) take any action designed to cause or result
in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of Ordinary Shares or (ii) sell, bid for, or purchase Ordinary Shares, or
pay anyone any compensation for soliciting purchases of the Placement Shares other than the Agent.


 


(p)              
Investment Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that neither
it nor any of its Subsidiaries will be or become, at any time prior to the termination of this Agreement, required to register
as an “investment company,” as such term is defined in the Investment Company Act.


 


(q)              
No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in
its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent
in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule
405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an
offer to buy Placement Shares hereunder.


 


(r)                
Blue Sky and Other Qualifications.  The Company will use its commercially reasonable efforts, in cooperation
with the Agent, to qualify the Placement Shares for offering and sale, or to obtain an exemption
for the Placement Shares to be offered and sold, under the applicable securities laws of such states and other jurisdictions (domestic
or foreign) as the Agent may designate and to maintain such qualifications and exemptions in
effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date
of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service
of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified
or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each
jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements and reports
as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect
for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this
Agreement).


 


(s)               
Sarbanes-Oxley Act. The Company and the Subsidiaries will maintain and keep accurate books and records reflecting
their assets and maintain internal accounting controls in a manner designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles and including those policies and procedures that (i) pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable
assurance that transactions are recorded as necessary to permit the preparation of the Company’s consolidated financial statements
in accordance with generally accepted accounting principles, (iii) that receipts and expenditures of the Company are being
made only in accordance with management’s and the Company’s directors’ authorization, and (iv) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets
that could have a material effect on its financial statements. The Company and the Subsidiaries will maintain such controls and
other procedures, including, without limitation, those required by Sections 302 and 906 of the Sarbanes-Oxley Act, and the applicable
regulations thereunder that are designed to ensure that information required to be disclosed by the Company in the reports that
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, including, without limitation, controls and procedures designed to ensure that information
required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated
to the Company’s management, including its principal executive officer and principal financial officer, or persons performing
similar functions, as appropriate to allow timely decisions regarding required disclosure and to ensure that material information
relating to the Company or the Subsidiaries is made known to them by others within those entities, particularly during the period
in which such periodic reports are being prepared.


 






    	-27-



    	 



    

 


(t)                
Secretary’s Certificate; Further Documentation. Prior to the date of the first Placement Notice, the Company
shall deliver to the Agent a certificate of the Secretary of the Company and attested to by an executive officer of the Company,
dated as of such date, certifying as to (i) the Amended and Restated Articles of Association of the Company, (ii) the resolutions
of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance
of the Placement Shares and (iii) the incumbency of the officers duly authorized to execute this Agreement and the other documents
contemplated by this Agreement. Unless a Suspension is in effect, within five (5) Trading Days of each Representation Date, the
Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.


 


8.                 
Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this
Agreement, including (i) the preparation and filing of the Registration Statement, including any fees required by the Commission,
and the printing or electronic delivery of the Prospectus as originally filed and of each amendment and supplement thereto, in
such number as the Agent shall deem necessary, (ii) the printing and delivery to the Agent of this Agreement and such other documents
as may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares, (iii) the
preparation, issuance and delivery of the certificates, if any, for the Placement Shares to the Agent, including any stock or other
transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the
Placement Shares to the Agent, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company,
(v) the fees and disbursements of the counsel to the Agent, payable upon the execution of this Agreement, in an amount not
to exceed $50,000; (vi) the qualification or exemption of the Placement Shares under state securities laws in accordance with
the provisions of Section 7(r) hereof, including filing fees, but excluding fees of the Agent’s counsel, (vii) the
printing and delivery to the Agent of copies of any Permitted Issuer Free Writing Prospectus and the Prospectus and any amendments
or supplements thereto in such number as the Agent shall deem necessary, (viii) the preparation, printing and delivery to
the Agent of copies of the blue sky survey, (ix) the fees and expenses of the transfer agent and registrar for the Ordinary
Shares, (x) the filing and other fees incident to any review by FINRA of the terms of the sale of the Placement Shares including
the fees of the Agent’s counsel (subject to the cap, set forth in clause (v) above), and (xi) the fees and expenses
incurred in connection with the listing of the Placement Shares on the Exchange.


 






    	-28-



    	 



    

 


9.                 
Conditions to Agent’s Obligations. The obligations of the Agent hereunder with respect to a Placement will
be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the
due performance by the Company of its obligations hereunder, to the completion by the Agent of a due diligence review satisfactory
to it in its reasonable judgment, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following
additional conditions:


 


(a)               
Registration Statement Effective. The Registration Statement shall have become effective and shall be available for
the (i) resale of all Placement Shares issued to the Agent and not yet sold by the Agent and (ii) sale of all Placement Shares
contemplated to be issued by any Placement Notice.


 


(b)              
No Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the
Company of any request for additional information from the Commission or any other federal or state governmental authority during
the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or
supplements to the Registration Statement or the Prospectus; (ii) the issuance by the Commission or any other federal or state
governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or
exemption from qualification of any of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose; or (iv) the occurrence of any event that makes any material statement made in the Registration
Statement or the Prospectus or any material document incorporated or deemed to be incorporated therein by reference untrue in any
material respect or that requires the making of any changes in the Registration Statement, the Prospectus or documents so that,
in the case of the Registration Statement, it will not contain any materially untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case
of the Prospectus, it will not contain any materially untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading.


 


(c)               
No Misstatement or Material Omission. Agent shall not have advised the Company that the Registration Statement or
Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the Agent’s reasonable opinion
is material, or omits to state a fact that in the Agent’s reasonable opinion is material and is required to be stated therein
or is necessary to make the statements therein not misleading.


 






    	-29-



    	 



    

 


(d)              
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with
the Commission, there shall not have been any material adverse change in the authorized capital stock of the Company or any Material
Adverse Effect or any development that could reasonably be expected to cause a Material Adverse Effect, or a downgrading in or
withdrawal of the rating assigned to any of the Company’s securities (other than asset backed securities) by any rating organization
or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s
securities (other than asset backed securities), the effect of which, in the case of any such action by a rating organization described
above, in the reasonable judgment of the Agent (without relieving the Company of any obligation or liability it may otherwise have),
is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and
in the manner contemplated in the Prospectus.


 


(e)               
Legal Opinion. The Agent shall have received the opinions of Company Counsel required to be delivered pursuant to
Section 7(m) on or before the date on which such delivery of such opinion is required pursuant to Section 7(m).


 


(f)               
Comfort Letter. The Agent shall have received the Comfort Letter required to be delivered pursuant to Section
7(n) on or before the date on which such delivery of such Comfort Letter is required pursuant to Section 7(n).


 


(g)              
Representation Certificate. The Agent shall have received the certificate required to be delivered pursuant to Section
7(l) on or before the date on which delivery of such certificate is required pursuant to Section 7(l).


 


(h)              
No Suspension. Trading in the Ordinary Shares shall not have been suspended on the Exchange and the Ordinary Shares
shall not have been delisted from the Exchange.


 


(i)                
Other Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(l),
the Company shall have furnished to the Agent such appropriate further information, opinions, certificates, letters and other as
the Agent may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions
hereof.


 


(j)                
Securities Act Filings Made. All filings with the Commission required by Rule 424 under the Securities Act to have
been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed
for such filing by Rule 424.


 


(k)              
Approval for Listing. The Placement Shares shall either have been approved for listing quotation on the Exchange,
subject only to notice of issuance, or the Company shall have filed an application for listing quotation of the Placement Shares
on the Exchange at, or prior to, the issuance of any Placement Notice.


 






    	-30-



    	 



    

 


(l)                
FINRA. FINRA shall have raised no objection to the terms of this offering and the amount of compensation allowable
or payable to the Agent as described in the Prospectus.


 


(m)            
No Termination Event. There shall not have occurred any event that would permit the Agent to terminate this Agreement
pursuant to Section 12(a).


 


10.             
Indemnification and Contribution.


 


(a)               
Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its
partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: 


 


(i)                
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of
or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any
amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material
fact included in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the
omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;


 


(ii)              
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent
of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged
untrue statement or omission; provided that (subject to Section 10(d) below) any such settlement is effected with the
written consent of the Company, which consent shall not unreasonably be delayed or withheld; and


 


(iii)            
against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred
in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged
untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above,


 


provided, however,
that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written
information furnished to the Company by the Agent expressly for use in the Registration Statement
(or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement
thereto).


 


(b)              
Agent Indemnification. Agent agrees to indemnify and hold harmless the Company and its directors and each officer
and director of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage
and expense described in the indemnity contained in Section 10(a), as incurred, but only with respect to untrue statements
or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to the Agent and
furnished to the Company in writing by the Agent expressly for use therein. The Company hereby acknowledges that the only information
that the Agent has furnished to the Company expressly for use in the Registration Statement, the Prospectus or any Issuer Free
Writing Prospectus (or any amendment or supplement thereto) are the statements set forth in the seventh and eighth paragraphs under
the caption “Plan of Distribution” in the Prospectus.


 






    	-31-



    	 



    

 


(c)               
Procedure. Any party that proposes to assert the right to be indemnified under this Section 10 will, promptly
after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying
party or parties under this Section 10, notify each such indemnifying party of the commencement of such action, enclosing
a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from
(i) any liability that it might have to any indemnified party otherwise than under this Section 10 and (ii) any
liability that it may have to any indemnified party under the foregoing provision of this Section 10 unless, and only to
the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such
action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party
will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly
after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party
similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after
notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will
not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs
of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have
the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the
expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing
by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there may
be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the
indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between
the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense
of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume
the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which
cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties.
It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted
to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other
charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not, in any event,
be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without
the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending
or threatened claim, action or proceeding relating to the matters contemplated by this Section 10 (whether or not any indemnified
party is a party thereto), unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified
party from all liability arising out of such litigation, investigation, proceeding or claim and (2) does not include a statement
as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.


 






    	-32-



    	 



    

 


(d)              
Settlement Without Consent if Failure to Reimburse.  If an indemnified party shall have requested an indemnifying
party to reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall
be liable for any settlement of the nature contemplated by Section 10(a)(ii) effected without its written consent if
(1) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (2) such
indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered
into and (3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior
to the date of such settlement.


 


(e)               
Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification
provided for in the foregoing paragraphs of this Section 10 is applicable in accordance with its terms but for any reason
is held to be unavailable from the Company or the Agent, the Company and the Agent will contribute to the total losses, claims,
liabilities, expenses and damages (including any investigative, legal and other expenses reasonably incurred in connection with,
and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, but after deducting any contribution
received by the Company from persons other than the Agent, such as persons who control the Company within the meaning of the Securities
Act, officers of the Company who signed the Registration Statement and directors of the Company, who also may be liable for contribution)
to which the Company and the Agent may be subject in such proportion as shall be appropriate to reflect the relative benefits received
by the Company on the one hand and the Agent on the other hand. The relative benefits received by the Company on the one hand and
the Agent on the other hand shall be deemed to be in the same proportion as the total net proceeds from the sale of the Placement
Shares (before deducting expenses) received by the Company bear to the total compensation received by the Agent (before deducting
expenses) from the sale of Placement Shares on behalf of the Company. If, but only if, the allocation provided by the foregoing
sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate
to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on
the one hand, and the Agent, on the other hand, with respect to the statements or omission that resulted in such loss, claim, liability,
expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering.
Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of
a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the
Agent, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Agent agree that it would not be just and equitable if contributions pursuant to this
Section 10(e) were to be determined by pro rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the
loss, claim, liability, expense, or damage, or action in respect thereof, referred to above in this Section 10(e) shall
be deemed to include, for the purpose of this Section 10(e), any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim to the extent consistent with Section 10(c)
hereof. Notwithstanding the foregoing provisions of this Section 10(e), the Agent shall not be required to contribute any
amount in excess of the commissions received by it under this Agreement and no person found guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this Section 10(e), any person who controls a party to this Agreement
within the meaning of the Securities Act, and any officers, directors, partners, employees or agents of the Agent, will have the
same rights to contribution as that party, and each officer and director of the Company who signed the Registration Statement will
have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution,
promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution
may be made under this Section 10(e), will notify any such party or parties from whom contribution may be sought, but the
omission to so notify will not relieve that party or parties from whom contribution may be sought from any other obligation it
or they may have under this Section 10(e) except to the extent that the failure to so notify such other party materially
prejudiced the substantive rights or defenses of the party from whom contribution is sought. Except for a settlement entered into
pursuant to the last sentence of Section 10(c) hereof, no party will be liable for contribution with respect to any action
or claim settled without its written consent if such consent is required pursuant to Section 10(c) hereof.


 






    	-33-



    	 



    

 


11.             
Representations and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section
10 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto
shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Agent, any controlling
persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance
of the Placement Shares and payment therefor or (iii) any termination of this Agreement.


 


12.             
Termination.


 


(a)               
The Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (1) if there
has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any
change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business,
properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether
or not arising in the ordinary course of business, which individually or in the aggregate, in the sole judgment of the Agent is
material and adverse and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale
of the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States
or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change
or development involving a prospective change in national or international political, financial or economic conditions, in each
case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement
Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Ordinary Shares has been suspended
or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum
prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange
or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or
clearance services in the United States or Israel shall have occurred and be continuing, or (6) if a banking moratorium has
been declared by either U.S. Federal, New York or Israel authorities. Any such termination shall be without liability of any party
to any other party except that the provisions of Section 8 (Payment of Expenses), Section 10 (Indemnification and
Contribution), Section 11 (Representations and Agreements to Survive Delivery), Section 17 (Governing Law and Time;
Waiver of Jury Trial), Section 18 (Consent to Jurisdiction), Section 19 (Appointment of Agent for Service) and Section
20 (Judgment Currency) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to
terminate this Agreement as provided in this Section 12(a), the Agent shall provide the required notice as specified in
Section 13 (Notices).


 






    	-34-



    	 



    

 


(b)              
The Company shall have the right, by giving ten (10) days notice as hereinafter specified to terminate this Agreement in
its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party
to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17, Section
18, Section 19 and Section 20 hereof shall remain in full force and effect notwithstanding such termination.


 


(c)               
The Agent shall have the right, by giving ten (10) days notice as hereinafter specified to terminate this Agreement in its
sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any
other party except that the provisions of Section 8, Section 10, Section 11, Section 17, Section
18, Section 19 and Section 20 hereof shall remain in full force and effect notwithstanding such termination.


 


(d)              
Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance
and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided
that the provisions of Section 8, Section 10, Section 11, Section 17, Section 18, Section
19 and Section 20 hereof shall remain in full force and effect notwithstanding such termination.


 


(e)               
This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), or (d)
above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in
all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17, Section 18,
Section 19 and Section 20 shall remain in full force and effect.


 






    	-35-



    	 



    

 


(f)               
Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however,
that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or
the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares,
such Placement Shares shall settle in accordance with the provisions of this Agreement.


 


13.             
Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant
to the terms of this Agreement shall be in writing, unless otherwise specified, and if sent to the Agent, shall be delivered to:


 








	 	Cantor Fitzgerald & Co. 	 
	 	499 Park Avenue	 
	 	New York, NY 10022	 
	 	Attention:  	Capital Markets/Jeff Lumby	 
	 	Facsimile:	(212) 307-3730	 
	 	 	 	 
	with a copy to	 	 
	 	 	 	 
	 	Cantor Fitzgerald & Co.	 
	 	499 Park Avenue	 
	 	New York, NY 10022	 
	 	Attention:	Stephen Merkel	 
	 	 	General Counsel	 
	 	Facsimile:	(212) 307-3730	 
	 	 	 	 
	and with a copy to:	 
	 	 	 	 
	 	Reed Smith LLP	 
	 	599 Lexington Avenue	 
	 	New York, NY 10022	 	 
	 	Attention:	Daniel I. Goldberg, Esq.	 
	 	Facsimile:	(212) 521-5450	 
	 	 	 	 
	and if to the Company, shall be delivered to:	 
	 	 
	 	Rosetta Genomics Ltd.	 
	 	10 Plaut Street, Science Park	 
	 	Rehovot 	 
	 	Israel	 
	 	Attention:	Kenneth A. Berlin, President and CEO	 
	 	Facsimile:	(215) 382-0815	 
	 	 	 	 
	with a copy to:	 	 
	 	 	 	 
	 	Rosetta Genomics Ltd.	 
	 	10 Plaut Street, Science Park	 
	 	Rehovot	 
	 	Israel	 	 
	 	Attention:	Oded Biran Adv., General Counsel	 
	 	Facsimile: 	+972.73.222.0701	 
	 	 	 	 
	and with a copy to:	 	 	 
	 	 	 	 
	 	Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.	 
	 	One Financial Center	 
	 	Boston, Massachusetts, 02111	 
	 	Attention:	Brian P. Keane, Esq.	 
	 	Facsimile:	(617) 542-2241	 







 






    	-36-



    	 



    

 


Each party to this
Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such
purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile
transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is
not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized
overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail,
return receipt requested, postage prepaid). For purposes of this Agreement, “Business Day” shall mean
any day on which the Exchange and commercial banks in the City of New York are open for business.


 


An electronic communication
(“Electronic Notice”) shall be deemed written notice for purposes of this Section 13 if sent to
the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at
the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic
Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic Notice”)
which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.


 


14.             
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Agent
and their respective successors and the affiliates, controlling persons, officers and directors referred to in Section 10
hereof. References to any of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns
of such party. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto
or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement. Neither party may assign its rights or obligations under this Agreement
without the prior written consent of the other party; provided, however, that the Agent may assign its rights and obligations hereunder
to an affiliate thereof who is a registered broker-dealer without obtaining the Company’s consent.


 


15.             
Adjustments for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this
Agreement shall be adjusted to take into account any stock split, stock dividend or similar event effected with respect to the
Placement Shares.


 


16.             
Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and
Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements
and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement
nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event
that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the
fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be
construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that
giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of
the parties as reflected in this Agreement.


 






    	-37-



    	 



    

 


17.             
GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY
REFER TO NEW YORK CITY TIME. THE COMPANY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


18.             
CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-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 WITH ANY TRANSACTION CONTEMPLATED HEREBY, 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 BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. 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 (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) 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 MANNER PERMITTED BY LAW. To
the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction
of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent
permitted by law, such immunity in respect of any such suit, action or proceeding.


 






    	-38-



    	 



    

 


19.             
Appointment of Agent for Service. The Company hereby irrevocably appoints Rosetta Genomics Inc., with offices at
3711 Market Street, Suite 740, Philadelphia, Pennsylvania 19104 as its agent for service of process in any suit, action or proceeding
described in Section 18 and agrees that service of process in any such suit, action or proceeding may be made upon it at
the office of such agent. The Company waives, to the fullest extent permitted by law, any other requirements of or objections to
personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as the Company’s
agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents
and instruments, that may be necessary to continue such appointment in full force and effect.


 


20.             
Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder
into any currency other than United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the
rate of exchange used shall be the rate at which in accordance with normal banking procedures the Agent could purchase United States
dollars with such other currency in The City of New York on the Business Day preceding that on which final judgment is given. The
obligation of the Company with respect to any sum due from it to the Agent or any person controlling the Agent shall, notwithstanding
any judgment in a currency other than United States dollars, not be discharged until the first Business Day following receipt by
the Agent or any person controlling the Agent of any sum in such other currency, and only to the extent that the Agent or controlling
person may in accordance with normal banking procedures purchase United States dollars with such other currency. If the United
States dollars so purchased are less than the sum originally due to the Agent or controlling person hereunder, the Company agrees
as a separate obligation and notwithstanding any such judgment, to indemnify the Agent or controlling person against such loss.
If the United States dollars so purchased are greater than the sum originally due to the Agent or controlling person hereunder,
the Agent or controlling person agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the
sum originally due to the Agent or controlling person hereunder.


 


21.             
Use of Information.The Agent may not provide any information gained in connection with this Agreement and the
transactions contemplated by this Agreement, including due diligence, to any third party other than its legal counsel advising
it on this Agreement unless expressly approved by the Company in writing.


 


22.             
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other
may be made by facsimile or electronic transmission.


 


23.             
Effect of Headings. The section and exhibit headings herein are for convenience only and shall not affect the
construction hereof.


 






    	-39-



    	 



    

 


24.             
Permitted Free Writing Prospectuses.


 


The Company represents,
warrants and agrees that, unless it obtains the prior consent of the Agent, and the Agent represents, warrants and agrees that,
unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the Placement Shares
that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,”
as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent
or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company
represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer
free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433
applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and
record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 22
hereto are Permitted Free Writing Prospectuses.


 


25.             
Absence of Fiduciary Relationship.


 


The Company acknowledges
and agrees that:


 


(a)               
the Agent is acting solely as agent in connection with the public offering of the Placement
Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and
no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders),
creditors or employees or any other party, on the one hand, and the Agent, on the other hand,
has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not
the Agent has advised or is advising the Company on other matters, and the
Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations
expressly set forth in this Agreement;


 


(b)              
it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions
contemplated by this Agreement;


 


(c)               
the Agent has not provided any legal, accounting, regulatory or tax advice with respect
to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors
to the extent it has deemed appropriate;


 


(d)              
it is aware that the Agent and its affiliates are engaged in a broad range of transactions
which may involve interests that differ from those of the Company and the Agent has no obligation
to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise;
and


 


(e)               
it waives, to the fullest extent permitted by law, any claims it may have against the Agent
for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement
and agrees that the Agent shall not have any liability (whether direct or indirect, in contract,
tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf
or in right of it or the Company, employees or creditors of Company, other than in respect of the Agent’s obligations under
this Agreement and to keep information provided by the Company to the Agent and the Agent's counsel confidential to the extent
not otherwise publicly-available.


 






    	-40-



    	 



    

 


26.             
Definitions.


 


As used in this Agreement,
the following terms have the respective meanings set forth below:


 


“Applicable
Time” means (i) each Representation Date and (ii) the time of each sale of any Placement Shares pursuant to this
Agreement.


 


“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating
to the Placement Shares that (1) is required to be filed with the Commission by the Company, (2) is a “road show”
that is a “written communication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed
with the Commission, or (3) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of
the Placement Shares or of the offering that does not reflect the final terms, in each case in the form filed or required to be
filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule
433(g) under the Securities Act.


 


“Rule 164,”
“Rule 172,” “Rule 405,” “Rule 415,” “Rule
424,” “Rule 424(b),” “Rule 430B,” and “Rule 433”
refer to such rules under the Securities Act.


 


All
references in this Agreement to financial statements and schedules and other information that is “contained,” “included”
or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed
to mean and include all such financial statements and schedules and other information that is incorporated by reference in the
Registration Statement or the Prospectus, as the case may be.


 


All references in this
Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed
to include the copy filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing Prospectus
(other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission)
shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to
“supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar
materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the
United States.


 


[Signature Page
Follows]


 




    	-41-



    	 



    

 


If the foregoing correctly
sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose,
whereupon this letter shall constitute a binding agreement between the Company and the Agent.


 


Very truly yours,


 


	
        Rosetta
        Genomics Ltd.

         

         

	 
	By:	/s/ Kenneth A. Berlin
	 	Name: Kenneth A. Berlin
	 	Title: Chief Executive Officer and President
	 	 
	 	 
	 	 
	ACCEPTED as of
the date first-above written:
	 
	 
	 
	
        CANTOR FITZGERALD & CO.

         

         

	 
	By:	/s/ Jeffrey Lumby
	 	Name:  Jeffrey Lumby
	 	Title:  Senior Managing Director
	 	 



 





[Signature
Page]


Rosetta
Genomics Ltd – Sales Agreement







 




    	 



    	 



    

 


SCHEDULE 1


 


 


 


__________________________


 


FORM OF PLACEMENT NOTICE


 


__________________________


 


 





		From:	Rosetta Genomics Ltd.



 


		To:	Cantor Fitzgerald & Co.

Attention: _____________________



 


		Subject:	Placement Notice



 


Gentlemen:


 


Pursuant to the terms
and subject to the conditions contained in the Sales Agreement between Rosetta Genomics Ltd., a corporation formed under the laws
of the State of Israel (the “Company”), and Cantor Fitzgerald & Co. (“Agent”),
dated March 22, 2013, the Company hereby requests that the Agent sell up to ____________ of the Company’s ordinary shares,
par value NIS 0.6 per share, at a minimum market price of $_______ per share, during the time
period beginning [month, day, time] and ending [month, day, time].


 


 


 


 


 




    	 



    	 



    

 


SCHEDULE 2


 


 


 


__________________________


 


Compensation


 


__________________________


 


 


 


The Company shall pay
to the Agent in cash, upon each sale of Placement Shares pursuant to this Agreement, an amount equal to 3% of the aggregate gross
proceeds from each sale of Placement Shares.


 


 


 


 


 




    	 



    	 



    

 


SCHEDULE 4


 


 


 


__________________________


 


Subsidiaries


 


__________________________


 


 


 


 


 


Rosetta Genomics Inc. - Delaware


 




    	 



    	 



    

 


EXHIBIT 7(l)


 


Form of Representation
Date Certificate


 


The undersigned, the duly qualified and
elected                             ,
of Rosetta Genomics Ltd., a corporation formed under the laws of the State of Israel (the “Company”), does hereby
certify in such capacity and on behalf of the Company, pursuant to Section 7(l) of the Sales Agreement, dated March
22, 2013 (the “Sales Agreement”), between the Company and Cantor Fitzgerald & Co., that to the best
of the knowledge of the undersigned:


 


(i) The representations and warranties
of the Company in Section 6 of the Sales Agreement (A) to the extent such representations and warranties are subject
to qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, are true and correct on
and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof, except for those representations
and warranties that speak solely as of a specific date and which were true and correct as of such date, and (B) to the extent
such representations and warranties are not subject to any qualifications or exceptions, are true and correct in all material respects
as of the date hereof as if made on and as of the date hereof with the same force and effect as if expressly made on and as of
the date hereof, except for those representations and warranties that speak solely as of a specific date and which were true and
correct as of such date; and


 


(ii) The Company has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the Sales Agreement at or prior to
the date hereof. 


 


 


 


	Rosetta Genomics Ltd.
	By:                                                                               
	
         

        Name: _______________________________

	
         

        Title: ________________________________




 


 


Date: __________________


 




    	 



    	 



    

 


EXHIBIT 3


 


Undertaking to the
OCS


 





		To:	The Research Committee
			The Office of the Chief Scientist
	 	 	Jerusalem



 


Relating to projects that have been financed
by or are currently being financed by the Office of the Chief Scientist of the Ministry of Industry, Trade and Labor (the “OCS”)
_______________ [Please specify project title and OCS’ file number] and to projects of the Company (as this term is defined
below) that may be financed by the OCS in the future (the “Projects”).


 


Undertaking


 


 


We, the undersigned, of [Foreign investor’s
name] a company incorporated, organized and existing under the laws of _______________ and whose registered office is at _________________
(“______”), having, by an agreement dated , committed to invest in Rosetta Genomics Ltd. (the “Company”),
in exchange for [number and type of shares] ________ shares of the Company;


 


Recognizing that the Company’s research
and development Projects are currently, have been or will be financially supported by the Government of the State of Israel, through
the OCS under and subject to the provisions of The Encouragement of Research and Development in Industry Law 5744-1984 (the “R&D
Law”) and the regulations, rules and procedures promulgated there under;


 


Recognizing that the R&D Law places
strict constraints on the transfer of know-how and/or production rights, making all such transfers subject to the absolute discretion
of the OCS’ research committee (the “Research Committee”), acting in accordance with the aims of the R&D
Law and requiring that any such transfer receive the prior written approval of the Research Committee;


 


Hereby declare and undertake:


 


		1.	To observe strictly all the requirements of the R&D Law and the regulations, rules and procedures
promulgated there under, as applied to the Company and as directed by the Research Committee, in particular those requirements
stipulated under Sections 19, 19A and 19B of the R&D Law relating to the prohibitions on the transfer of know-how and/or production
rights.



 


		2.	As a shareholder of the Company, to make all reasonable efforts that the Company shall observe
strictly all the requirements of the R&D Law and the regulations, rules and procedures promulgated there under, as applied
to the Company and as directed by the Research Committee, in particular those requirements stipulated under Sections 19, 19A and
19B of the R&D Law relating to the prohibitions on the transfer of know-how and/or production rights.



 






    	-42-



    	 



    

 


 


                                                                                                                                               


DateName (block letters) and signature
of Authorized Company Representative and Company Seal


 


 


 




    	 



    	 



    

 


 


Exhibit 22


 


Permitted Free Writing
Prospectus


 


 


 


None.