Exhibit 4.7





Rosetta
Genomics Ltd. 


 


Global
Share Incentive Plan (2006)


 


		1.	Name And
Purpose.



 


1.1This
plan, which has been adopted by the Board of Directors of the Company, Rosetta Genomics Ltd., as amended from time to time, shall
be known as the Rosetta Genomics Ltd. Global Share Incentive Plan (2006) (the “Plan”).


 


1.2The
purposes of the Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide
additional incentive to Service Providers of the Company and its affiliates and subsidiaries, if any, and to promote the Company's
business by providing such individuals with opportunities to receive Awards pursuant to the Plan and to strengthen the sense of
common interest between such individuals and the Company's Shareholders.


 


1.3Awards
granted under the Plan to Service Providers in various jurisdictions may be subject to specific terms and conditions for such grants
may be set forth in one or more separate Appendix to the Plan, as may be approved by the Board of Directors of the Company from
time to time.


 


		2.	Definitions



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 



    	 



    

  


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 



    	 



    

  


		3.	Administration
of the Plan.



 


3.1The
Plan will be administered by the Administrator. If the Administrator is a Committee, such Committee will consist of such number
of Directors of the Company (not less than two in number), as may be determined from time to time by the Board of Directors. The
Board of Directors shall appoint such members of the Committee, may from time to time remove members from, or add members to, the
Committee, and shall fill vacancies in the Committee however caused.


 


3.2The
Committee, if appointed, shall select one of its members as its Chairman and shall hold its meetings at such times and places as
it shall determine. Actions at a meeting of the Committee at which a majority of its members are present or acts approved in writing
by all members of the Committee, shall be the valid acts of the Committee. The Committee shall appoint a Secretary, who shall keep
records of its meetings and shall make such rules and regulations for the conduct of its business and the implementation of the
Plan, as it shall deem advisable, subject to the directives of the Board of Directors and in accordance with applicable law.


 


3.3Subject
to the general terms and conditions of the Plan, and in particular Section 3.4 below, the Administrator shall have full authority
in its discretion, from time to time and at any time, to determine (i) eligible Participants, (ii) the number of Options or Shares
to be covered by each Award, (iii) the time or times at which the Award shall be granted, (iv) the vesting schedule and other terms
and conditions applying to Awards, (v) the form(s) of written agreements applying to Awards, and (vi) any other matter which is
necessary or desirable for, or incidental to, the administration of the Plan and the granting of Awards. The Board of Directors
may, in its sole discretion, delegate some or all of the powers listed above to the Committee, to the extent permitted by the Companies
Law, its Corporate Charter or other applicable law.


 


3.4No
member of the Board of Directors or of the Committee shall be liable for any action or determination made in good faith with respect
to the Plan or any Award granted hereunder. Subject to the Company’s decision and to all approvals legally required, each
member of the Board or the Committee shall be indemnified and held harmless by the Company against any cost or expense (including
counsel fees) reasonably incurred by him or her, or any liability (including any sum paid in settlement of a claim with the approval
of the Company) arising out of any act or omission to act in connection with the Plan unless arising out of such member's own willful
misconduct or bad faith, to the fullest extent permitted by applicable law. Such indemnification shall be in addition to any rights
of indemnification the member may have as a director or otherwise under the Company's Charter Documents, any agreement, any vote
of stockholders or disinterested directors, insurance policy or otherwise.


 


3.5The
interpretation and construction by the Administrator of any provision of the Plan or of any Option hereunder shall be final and
conclusive. In the event that the Board appoints a Committee, the interpretation and construction by the Committee of any provision
of the Plan or of any Option hereunder shall be conclusive unless otherwise determined by the Board of Directors. To avoid doubt,
the Board of Directors may at any time exercise any powers of the Administrator, notwithstanding the fact that a Committee has
been appointed.


 






    	 



    	 



    

  


3.6The
Administrator shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing
the Plan and perform all acts, including the delegation of its responsibilities (to the extent permitted by applicable law and
applicable stock exchange rules), as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions
of the Plan and any Award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration
of the Plan. The Administrator may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any
agreement relating thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of the
Plan. Notwithstanding the foregoing, no action of the Administrator under this Section 3.7 not otherwise provided for herein or
in an Award Agreement shall reduce the rights of any Participant without the Participant’s consent. 


 


3.7Without
limiting the generality of the foregoing, the Administrator may adopt special Appendices and/or guidelines and provisions for persons
who are residing in or employed in, or subject to, the taxes of, any domestic or foreign jurisdictions, to comply with applicable
laws, regulations, or accounting, listing or other rules with respect to such domestic or foreign jurisdictions.


 


		4.	Eligible
Participants.



 


4.1No
Award may be granted pursuant to the Plan to any person serving as a member of the Committee or to any other Director of the Company
at the time of the grant, unless such grant is approved in the manner prescribed for the approval of compensation of directors
under the Companies Law.


 


4.2Subject
to the limitation set forth in Sub-section 4.1 above and any restriction imposed by applicable law, Awards may be granted to any
Service Provider of the Company, whether or not a director of the Company or its affiliates. The grant of an Award to a
Participant hereunder shall neither entitle such Participant to receive an additional Award or participate in other incentive plans
of the Company, nor disqualify such Participant from receiving and additional Award or participating in other incentive plans of
the Company.


 


		5.	Reserved
Shares.



 


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


 


		6.	Award Agreement.



 


6.1The
Board of Directors in its discretion may award to Participants Awards available under the Plan. The terms of the Award will be
set forth in the Award Agreement. The date of grant of each Award shall be the date specified by the Board of Directors at the
time such award is made, or in the absence of such specification, the date of approval of the award by the Board of Directors.


 


6.2The
Award Agreement shall state, inter alia, the number of Options, Shares or equity-based units covered thereby, the type of
Option, Share-based or other grant awarded, any special terms applying to such Award (if any), including the terms of any country-specific
or other applicable Appendix, as determined by the Board of Directors.


 






    	 



    	 



    

  


		7.	Restricted
Stock and Other Equity-Based Awards.



 


7.1Eligibility.
Restricted Stock may be issued to all Participants either alone or in addition to other Awards granted under the Plan. The Administrator
shall determine the eligible Participants to whom, and the time or times at which, grants of Restricted Stock will be made, the
number of shares to be awarded, the purchase price (if any) to be paid by the Participant (subject to Section 7.2), the time or
times at which such Awards may be subject to forfeiture (if any), the vesting schedule (if any) and rights to acceleration thereof,
and all other terms and conditions of the Awards. The Adminstrator may condition the grant or vesting of Restricted Stock upon
the attainment of specified performance targets or such other factors as the Adminstrator may determine, in its sole discretion.
Unless otherwise determined by the Adminstrator, the Participant shall not be permitted to sell or transfer shares of Restricted
Stock awarded under this Plan during a period set by the Adminstrator (if any) (the “Restriction Period”) commencing
with the date of such Award, as set forth in the applicable Award Agreement.


 


7.2Terms.
A Participant selected to receive Restricted Stock shall not have any rights with respect to such Award, unless and until such
Participant has delivered a fully executed copy of the Award Agreement evidencing the Award to the Company and has otherwise complied
with the applicable terms and conditions of such Award. The purchase price of Restricted Stock shall be determined by the Administrator,
but shall not be less than as permitted under applicable law. Awards of Restricted Stock must be accepted within a period of 60
days (or such shorter period as the Administrator may specify at grant) after the grant date, by executing an Award Agreement and
by paying whatever price (if any) the Administrator has designated thereunder.


 


7.3Legend.
 Each Participant receiving Restricted Stock shall be issued a stock certificate in respect of such shares of Restricted Stock,
unless the Administrator elects to use another system, such as book entries by the transfer agent, as evidencing ownership of Restricted
Stock. Such certificate shall be registered in the name of such Participant, and shall bear an appropriate legend referring to
the terms, conditions, and restrictions applicable to such Award, substantially in the following form (as well as other legend
required by the Administrator pursuant to Section 19.3 below):


 


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


 


7.4Custody.
The Administrator may require that any certificates evidencing such shares be held in custody by the Company until the restrictions
thereon shall have lapsed, and that, as a condition of any Restricted Stock Award, the Participant shall have delivered a duly
signed power, endorsed in blank, relating to the Shares covered by such Award.


 






    	 



    	 



    

  


7.5Rights
as Shareholder. Except as provided in this Section and Section 7.4 above and as otherwise determined by the Administrator and
set forth in the Award Agreement, the Participant shall have, with respect to the Shares of Restricted Stock, all of the rights
of a holder of Shares including, without limitation, the right to receive any dividends, the right to vote such shares and, subject
to and conditioned upon the full vesting of shares of Restricted Stock, the right to tender such shares. Notwithstanding the foregoing,
the payment of dividends shall be deferred until, and conditioned upon, the expiration of the applicable Restriction Period, unless
the Administrator, in its sole discretion, specifies otherwise at the time of the Award.


 


7.6Lapse of
Restrictions. If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock subject to such
Restriction Period, the certificates for such Shares shall be delivered to the Participant. All legends shall be removed from said
certificates at the time of delivery to the Participant except as otherwise required by this Plan, the Award Agreement and applicable
law. Notwithstanding the foregoing, actual certificates shall not be issued to the extent that book entry recordkeeping is used.


 


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


 


		8.	Exercise
of Option.



 


8.1Options
shall be exercisable pursuant to the terms under which they were awarded and subject to the terms and conditions of the Plan and
any applicable Appendix, as specified in the Award Agreement.


 


8.2The
exercise price for each share to be issued upon exercise of an Option shall be such price as is determined by the Board in its
discretion, provided that the price per Share is not less than the nominal value of each Share, or to the extent required pursuant
to applicable law, not less than 100% of the Fair Market Value of a Share on the date of grant.


 


8.3An
Option, or any part thereof, shall be exercisable by the Participant's signing and returning to the Company at its principal office
(and to the Trustee, where applicable), a "Notice of Exercise" in such form and substance as may be prescribed by the
Board of Directors from time to time, together with full payment for the Shares underlying such Option.


 


8.4Each
payment for Shares under an Option shall be in respect of a whole number of Shares, shall be effected in cash or by check payable
to the order of the Company, or such other method of payment acceptable to the Company as determined by the Administrator, and
shall be accompanied by a notice stating the number of Shares being paid for thereby.


 


8.5Until
the Shares are issued (as evidenced by the appropriate entry in the share register of the Company or of a duly authorized transfer
agent of the Company) a Participant shall have no right to vote or right to receive dividends or any other rights as a shareholder
shall exist with respect to such Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued)
such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right the record date for
which is prior to the date the Shares are issued, except as provided in Section 10 of the Plan.


 






    	 



    	 



    

  


8.6To
the extent permitted by law, if the Share is traded on a national securities exchange, The Nasdaq Share Market or quoted on a national
quotation system sponsored by the National Association of Securities Dealers or otherwise publicly traded or quoted, payment for
the Shares underlying an Option may be made all or in part by the delivery (on a form prescribed by the Company) of an irrevocable
direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the
Company in payment of the exercise price (or the relevant portion thereof, as applicable) and any withholding taxes, or on such
other terms and conditions as may be acceptable to the Administrator (including, without limitation, the relinquishment of Options
or by payment in full or in part in the form of Share owned by the Participant for a period of at least six months or such other
period necessary to avoid accounting treatment adverse to the Company (and for which the Participant has good title free and clear
of any liens and encumbrances) based on the fair market value of the Share on the payment date as determined by the Administrator).
No Shares shall be issued until payment has been made or provided for, as provided herein.


 


		9.	Termination
of Relationship as Service Provider.



 


9.1Effect
of Termination; Exercise After Termination. Unless otherwise determined by the Administrator,
if an Participant ceases to be a Service Provider, such Participant may exercise any outstanding Options within such period of
time as is specified in the Award Agreement or the Plan to the extent that the Options are vested on the date of termination (but
in no event later than the expiration of the term of the Option as set forth in the Option Agreement). If, on the date of termination,
any Options are unvested, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination,
the Participant does not exercise the vested Options within the time specified in the Award Agreement or the Plan, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan. 


 


In
the absence of a provision specifying otherwise in the relevant Award Agreement, then:


 


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


 


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


 






    	 



    	 



    

  


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


 


9.3Leave of
Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder shall be suspended during any unpaid
leave of absence.


 


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


 


		10.	Adjustments.



 


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


 


10.1Changes
in Capitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by each
outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Options or
other Award have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option or other
Award, as well as the price per Share covered by each such outstanding Option, shall be proportionately adjusted for any increase
or decrease in the number of, or other change in, issued Shares or the capitalization of the Company, resulting from a stock split,
reverse stock split, stock dividend, combination, exchange or reclassification of the Shares, or any other increase or decrease
in the number of issued Shares effected without receipt of consideration by the Company, or, subject to the discretion of the Board,
any repurchase of Shares, recapitalization, merger, issuance of warrants or rights, dividend or other distribution (other than
ordinary cash dividends) to shareholders of the Company, spin-off, split-up or other similar corporate event or transaction. The
conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.”
Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except
as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of
Shares subject to an Option or other Award.


 


10.2Merger,
Acquisition, or Asset Sale. 


 


(a) In the event of
(i) a merger or consolidation of the Company with or into another corporation resulting in such other corporation being the surviving
entity or the direct or indirect parent of the Company or resulting in the Company being the surviving entity and any other person
or entity owning fifty percent (50%) or more of the outstanding voting power of the Company's securities by virtue of the transaction,
(ii) an acquisition of all or substantially all of the shares of the Company, or (iii) the sale of all or substantially all of
the assets of the Company (each such event, a “Transaction”), the unexercised or restricted portion of each outstanding
Award shall be assumed or an equivalent Award or right substituted, by the successor corporation or an affiliate of the successor
corporation, as shall be determined by such entity, subject to the terms hereof. In the event that the successor corporation or
a parent or subsidiary of the successor corporation does not provide for such an assumption or substitution of Options, all Options
shall become exercisable in full on a date no later than ten (10) days prior to the date of consummation of the Transaction, provided
that unless otherwise determined by the Administrator, the exercise of all Options that otherwise would not have been exercisable
in the absence of a Transaction, shall be contingent upon the actual consummation of the Transaction.


 






    	 



    	 



    

  


(b) For the purposes
of this Section 10.2, an Option shall be considered assumed or substituted if, following a Transaction, the Option confers the
right to purchase or receive, for each Share subject to the Option immediately prior to the Transaction, the consideration (whether
stock, cash, or other securities or property) received in the merger or sale of Shares or assets by holders of Shares of the Company
for each Share held on the effective date of the Transaction (and if holders were offered a choice of consideration, the type of
consideration determined by the Administrator, at its sole discretion); provided, however, that if the consideration received in
the Transaction is not solely ordinary shares or common stock (or the equivalent) of the successor corporation or its direct or
indirect parent, the Administrator may, with the consent of the successor corporation, provide for the per share consideration
to be received upon the exercise of the Option to be solely ordinary shares or common stock (or the equivalent) of the successor
corporation or its direct or indirect parent equal in fair market value to the per share consideration received by holders of Shares
in the Transaction, as determined by the Administrator.


 


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


 


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


 


		11.	Non-Transferability of Options and Shares.



 


11.1No
Option may be transferred other than by will or by the laws of descent and distribution, and during the Participant's lifetime
an Option may be exercised only by such Participant.


 


11.2Shares
of Restricted Stock may not be assigned, transferred, pledged or mortgaged, other than by will or laws of descent and distribution,
prior to the date on which the date on which any applicable restriction, performance or deferred period lapses. Shares for which
full payment has not been made, may not be assigned, transferred, pledged or mortgaged, other than by will or laws of descent and
distribution. For avoidance of doubt, the foregoing shall not be deemed to restrict the transfer of an Participant's rights in
respect of Options or Shares purchasable pursuant to the exercise thereof upon the death of such Participant to such Participant’s
estate or other successors by operation of law or will, whose rights therein shall be governed by Section 9.1(a) hereof, and as
may otherwise be determined by the Administrator.


 






    	 



    	 



    

  


		12.	Term and
Amendment of the Plan.



 


12.1The
Plan shall expire on October 11, 2022 (except as to Options outstanding on that date).


 


12.2Notwithstanding
any other provision of the Plan, the Board (or a duly authorized Committee thereof) may at any time, and from time to time, amend,
in whole or in part, any or all of the provisions of the Plan (including any amendment deemed necessary to ensure that the Company
may comply with any regulatory requirement), or suspend or terminate it entirely, retroactively or otherwise; provided, however,
that, except (x) to correct obvious drafting errors or as otherwise required by law or (y) as specifically provided herein, the
previously accrued rights of a Participant with respect to Awards granted prior to such amendment, suspension or termination, may
not be materially impaired without the consent of such Participant. The Administrator may amend the terms of any Award theretofore
granted, prospectively or retroactively, but except (x) to correct obvious drafting errors or as otherwise required by law or applicable
accounting rules, or (y) as specifically provided herein, no such amendment or other action by the Committee shall materially impair
the previously accrued rights of any Participant without the Participant’s consent.


 


		13.	Term of Option.



 


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


 


		14.	Continuance
of Engagement.



 


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


 


		15.	Governing
Law.



 


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


 






    	 



    	 



    

  


		16.	Application
of Funds.



 


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


 


		17.	Taxes.



 


17.1Any
tax consequences arising from the grant, vesting or exercise of any Award, from the payment for Shares covered thereby, or from
any other event or act (of the Company, and/or its affiliates, or the Participant), hereunder shall be borne solely by the Participant.
The Company and/or its affiliates shall withhold taxes according to the requirements under the applicable laws, rules, and regulations,
including withholding taxes at source. Furthermore, the Participant shall agree to indemnify the Company and/or its affiliates
and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without
limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Participant.
The Company or any of its affiliates may make such provisions and take such steps as it may deem necessary or appropriate for the
withholding of all taxes required by law to be withheld with respect to Awards granted under the Plan and the exercise thereof,
including, but not limited, to (i) deducting the amount so required to be withheld from any other amount (or Shares issuable) then
or thereafter to be provided to the Participant, including by deducting any such amount from a Participant’s salary or other
amounts payable to the Participant, to the maximum extent permitted under law and/or (ii) requiring the Participant to pay to the
Company or any of its affiliates the amount so required to be withheld as a condition of the issuance, delivery, distribution or
release of any Shares and/or (iii) by causing the exercise of any Options and sale of Shares held by on behalf of the Participant
to cover such liability. In addition, the Participant will be required to pay any amount due in excess of the tax withheld and
transferred to the tax authorities, pursuant to applicable tax laws, regulations and rules.


 


17.2The
receipt of an Award and/or the acquisition of Shares issued upon the exercise of the Options may result in tax consequences. The
description of tax consequences set forth in the Plan or any Appendix hereto does not purport to be complete, up to date or to
take into account any special circumstances relating to a Participant.


 


17.3THE
PARTICIPANT IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING ANY AWARD
IN LIGHT OF HIS OR HER PARTICULAR CIRCUMSTANCES.


 






    	 



    	 



    

 


		18.	Market Stand-Off



 


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


 


		20.	Conditions
Upon Issuance of Shares.



 


19.1Legal
Compliance. Shares shall not be issued pursuant to the exercise of an Option or with respect to any other Award unless the
exercise of such Option or grant of such Award and the issuance and delivery of such Shares shall comply with applicable laws and
shall be further subject to the approval of counsel for the Company with respect to such compliance. The inability of the Company
to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the
failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.


  


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


 


19.3Legend.
The Administrator may require each person receiving Shares pursuant to an Award granted under the Plan to represent to and
agree with the Company in writing that the Participant is acquiring the shares without a view to distribution thereof and such
other securities law related representations as the Administrator shall request. In addition to any legend required by the Plan,
the certificates for such shares may include any legend which the Administrator deems appropriate to reflect any applicable restrictions
on transfer. All certificates for Shares delivered under the Plan shall be subject to such stock transfer orders and other
restrictions as the Administrator may deem advisable under the rules, regulations and other requirements of any relevant securities
authority, any stock exchange upon which the Shares are then listed or any national securities association system upon whose system
the Shares are then quoted, any applicable securities law, and any applicable corporate law, and the Administrator may cause a
legend or legends to be put on any such certificates to make appropriate reference to such restrictions.


 






    	 



    	 



    

 


		21.	Miscellaneous.



 


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


 


***


 






    	 



    	 



    




 


APPENDIX – U.S. TAXPAYERS


 


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


 


		1.	Special Provisions for Persons who are U.S. Residents



 


1.1This Appendix
(the “Appendix”) to the Rosetta Genomics Ltd. Global Share Incentive Plan (2005) (the “Plan”)
is effective as of _____, 2006 (the “Effective Date”).


 


1.2The provisions
specified hereunder apply only to persons who are subject to U.S. federal income tax (any such person, a “U.S. Taxpayer”).


 


1.3This Appendix
applies with respect to Options granted under the Plan. The purpose of this Appendix is to establish certain rules and limitations
applicable to Options that may be granted or issued under the Plan from time to time, in compliance with applicable tax, securities
and other applicable laws currently in force. Except as otherwise provided by this Appendix, all grants made pursuant to this Appendix
shall be governed by the terms of the Plan (including, without limitation, its provisions regarding adjustments). This Appendix
is applicable only to grants made after the Effective Date.


 


1.4The Plan and
this Appendix shall be read together. In any case of an irreconcilable contradiction (as determined by the Administrator) between
the provisions of this Appendix and the Plan, the provisions of the Plan shall govern unless expressly stated otherwise in this
Appendix.


 


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


 


		2.	Definitions



 


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


 


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


 






    	 



    	 



    

  


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


 


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


 


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


 


“Fair Market
Value” means, for purposes of this Appendix, unless otherwise required by any applicable provision of the Code or any
regulations issued thereunder, as of any date and except as provided below, the last sales price reported for the Share on such
date: (a) as reported on the principal national securities exchange in the United States on which it is the traded or The Nasdaq
Stock Market; or (b) if not traded on any such national securities exchange or The Nasdaq Stock Market, as quoted on an automated
quotation system sponsored by the National Association of Securities Dealers, Inc. or if the Share shall not have been reported
or quoted on such date, on the first day prior thereto on which the Share was reported or quoted; provided, that the Administrator
may modify the definition of Fair Market Value to reflect any changes in the trading practices of any exchange on which the Share
is listed or traded. If the Share is not readily tradable on a national securities exchange, The Nasdaq Stock Market or any automated
quotation system sponsored by the National Association of Securities Dealers, Inc., its Fair Market Value shall be set in good
faith by the Administrator. Notwithstanding any provision herein to the contrary, with respect to Non-Qualified Stock Options,
the “Fair Market Value” of the Shares shall be determined in a manner that satisfies the applicable requirements of
Code Section 409A, and with respect to Incentive Stock Options, such Fair Market Value shall be determined in a manner that satisfies
the applicable requirements of Code Section 422, and subject to Code Section 422(c)(7).


 


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


 






    	 



    	 



    

  


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


		3.	Grants of Options.



 


3.1The Administrator
shall have full authority to grant Options to Participants pursuant to the terms of this Appendix and the Plan. All Options shall
be granted by, confirmed by, and subject to the terms of, a written agreement to be executed by the Company and the Participant.
In particular, the Administrator shall have the authority to determine whether a Option is an Incentive Stock Option or Non-Qualified
Stock Option.


 






    	 



    	 



    

  


3.2Early Exercise. Subject
to Section 1.5 of this Appendix, the Administrator may provide that a Non-Qualified Stock Option include a provision whereby the
Participant may elect at any time before the termination of a Participant’s employment or engagement as a Service Provider
to exercise an Option as to any part or all of the Shares subject to the Option prior to the full vesting of the Option and such
shares shall be subject to certain restrictions as determined by the Administrator and be treated as Restricted Stock. Any unvested
Shares so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Administrator
determines to be appropriate.


  


3.3Termination.


 


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


 


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


 


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


 


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


  


		4.	Shares Reserved under Appendix.



 


The aggregate number of Shares with respect
to which Options may be granted under this Appendix shall not exceed ___________ (subject to any increase or decrease approved
by the Board of Directors), which includes all authorized and unissued Share designated for such purpose. In
determining the number of Shares available for Options, if Shares have been delivered or surrendered by a Participant as full or
partial payment to the Company for payment of the exercise price, or for payment of withholding taxes, or if the number Shares
otherwise deliverable has been reduced for payment of the exercise price or for payment of withholding taxes, the number of Shares
surrendered as payment in connection with the exercise or for withholding or reduced shall again be available for purposes of Options
under this Appendix. Notwithstanding the foregoing, the maximum number of Shares that may be issued pursuant to Incentive
Stock Options is 3,081,386 Shares, and such reserve of Shares for grants of Incentive Stock Options shall not be increased without
the approval of the shareholders of the Company as required pursuant to Section 421 et seq. of the Code. The numbers of
Shares stated in this Section 4 shall be subject to adjustment as provided in Section 10.1 of the Plan.


 






    	 



    	 



    

  


		5.	Special Terms for Incentive Stock Options.



 


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


 


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


 


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


 


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


 


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


 






    	 



    	 



    

  


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


 


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


 


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


 


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


 


		6.	Special Terms for Restricted Stock



 


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


 


		7.	Repurchase Provisions



   


The Administrator in
its sole discretion may provide that the Company may repurchase Shares acquired upon exercise of an Option pursuant to the Plan
and this Appendix upon the occurrence of certain specified events, including, without limitation, a Participant’s termination
as a Service Provider, divorce, bankruptcy or insolvency; provided, however, that any such repurchase right shall be set
forth in the applicable Award Agreement or Restricted Stock purchase agreement or in another agreement referred to in such agreement.


 






    	 



    	 



    

  


		8.	Amendment of Appendix and Individual Awards.



 


8.1This Appendix shall
terminate ten (10) years following the first date of its approval by the Board of Directors. This Appendix may otherwise be amended
or terminated in accordance with the terms governing the amendment or termination of the Plan; provided, however, that without
the approval of the shareholders of the Company entitled to vote in accordance with applicable law, no amendment may be made that
would: (i) increase the aggregate number of Shares that may be issued under this Appendix; (ii) change the classification
of individuals eligible to receive Options under this Appendix; (iii) decrease the minimum exercise price of any Option below the
amounts specified herein; (iv) extend the term of the Plan under Section 12.1 of the Plan or the maximum Option period under Section
5.4 of this Appendix; or (v) require shareholder approval in order for the Appendix to continue to comply with Section 422 of the
Code to the extent applicable to Incentive Stock Options or require shareholder approval under the rules of any exchange or system
on which the Company’s securities are listed or traded at the request of the Company.


 


8.2The Administrator may, to the
extent permitted by the Plan and this Appendix, amend the terms of any Option theretofore granted, prospectively or retroactively,
but, subject to the Plan or as otherwise specifically provided herein, no such amendment or other action by the Administrator shall
materially impair the previously accrued rights of any holder of such Option without the holder’s consent.


 


8.3Notwithstanding any other provisions
of the Plan or this Appendix to the contrary, (a) the Administrator may amend the Plan, this Appendix or any Award without the
consent of the holder thereof if the Administrator determines that such amendment is required or advisable for the Company, the
Plan, this Appendix or any Award to satisfy, comply with or meet the requirements of any law, regulation, rule or accounting standard,
and (b) none of the Company, the Board or the Administrator shall take any action pursuant to Section 8 or Section 9 of this Appendix
or Section 10 or Section 12.2 of the Plan, or otherwise, that would cause an Award that is otherwise exempt under Code Section
409A to become subject to Code Section 409A, or that would cause an Award that is subject to Code Section 409A to fail to satisfy
the requirements of Code Section 409A.


 


		9.	Transferability of Options.



 


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


 






    	 



    	 



    

  


		10.	Deferred Compensation.



  


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


 


 


***


 






    	 



    	 



    




  


APPENDIX – ISRAELI TAXPAYERS


 


ROSETTA GENOMICS LTD. 


GLOBAL SHARE INCENTIVE PLAN (2006) 


 


		1.	Special Provisions for Israeli Taxpayers



 


1.1This Appendix
(the “Appendix”) to the Rosetta Genomics Ltd. Global Share Incentive Plan (2006) (the “Plan”)
is effective as of _________, 2006 (the “Effective Date”).


 


1.2The provisions
specified hereunder apply only to persons who are deemed to be residents of the State of Israel for tax purposes, or are otherwise
subject to taxation in Israel with respect to Awards.


 


1.3This Appendix
applies with respect to Awards granted as Options or Shares under the Plan. The purpose of this Appendix is to establish certain
rules and limitations applicable to Options and Shares that may be granted or issued under the Plan from time to time, in compliance
with the securities and other applicable laws currently in force in the State of Israel. Except as otherwise provided by this Appendix,
all grants made pursuant to this Appendix shall be governed by the terms of the Plan. This Appendix is applicable only to grants
made after the Effective Date. This Appendix complies with, and is subject to the ITO and Section 102.


 


1.4The Plan and
this Appendix shall be read together. In any case of contradiction, whether explicit or implied, between the provisions of this
Appendix and the Plan, the provisions of this Appendix shall govern.


 


		2.	Definitions



 


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


 


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


 


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


 


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


 






    	 



    	 



    

 





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“ITA”
means the Israeli Tax Authorities.


 


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


 


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


 


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


 






    	 



    	 



    

  


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


 


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


 


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


 


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


 


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


 


		3.	Types of Awards and Section 102 Election



 


3.1Awards made
pursuant to Section 102, whether as grants of Options or as issuances of Shares under the Plan, shall be made pursuant to either
(a) Section 102(b)(2) of the ITO as 102 Capial Gains Track Grants or (b) Section 102(b)(1) of the ITO as 102 Ordinary Income Track
Grants. The Company’s Election regarding the type of 102 Trustee Grant it chooses to make shall be filed with the ITA. Once
the Company has filed such Election, it may change the type of 102 Trustee Grant that it chooses to make only after the passage
of at least 12 months from the end of the calendar year in which the first grant was made in accordance with the previous Election,
in accordance with Section 102. For the avoidance of doubt, such Election shall not prevent the Company from granting Non-Trustee
Grants to Eligible 102 Participants at any time.


 


3.2Eligible 102
Participants may receive only 102 Trustee Grants or Non-Trustee Grants under this Appendix. Participants who are not Eligible 102
Participants may be granted only 3(i) Options under this Appendix.


 


3.3No 102 Trustee
Grants may be made effective pursuant to this Appendix until 30 days after the requisite filings required by the ITO and the Rules
have been made with the ITA.


 


3.4The option agreement
or documents evidencing the Options granted or Shares issued pursuant to the Plan and this Appendix shall indicate whether the
grant is a 102 Trustee Grant, a Non-Trustee Grant or a 3(i) Grant; and, if the grant is a 102 Trustee Grant, whether it is a 102
Capital Gains Track Grant or a 102 Ordinary Income Track Grant.


 


		4.	Terms And Conditions Of 102 Trustee Options



 


4.1Each 102 Trustee
Grant will be deemed granted on the date stated in a written notice by the Company, provided that effective as of such date (i)
the Company has provided such notice to the Trustee and (ii) the Participant has signed all documents required pursuant to this
Section 4.


 






    	 



    	 



    

  


4.2Each 102 Trustee
Grant granted to an Eligible 102 Participant and each certificate for shares of Stock acquired pursuant to the exercise of a Option
or issued directly as Shares shall be issued to and registered in the name of a Trustee and shall be held in trust for the benefit
of the Participant for the Required Holding Period. After termination of the Required Holding Period, the Trustee may release such
Option and any such Shares, provided that (i) the Trustee has received an acknowledgment from the Israeli Income Tax Authority
that the Eligible 102 Participant has paid any applicable tax due pursuant to the ITO or (ii) the Trustee and/or the Company or
its Affiliate withholds any applicable tax due pursuant to the ITO. The Trustee shall not release any 102 Trustee Options or shares
issued upon exercise of such Option prior to the full payment of the Eligible 102 Participant’s tax liabilities.


 


4.3Each 102 Trustee
Grant (whether a 102 Capital Gains Track Grant or a 102 Ordinary Income Track Grant, as applicable) shall be subject to the relevant
terms of Section 102 and the ITO, which shall be deemed an integral part of the 102 Trustee Option and shall prevail over any term
contained in the Plan, this Appendix or any agreement that is not consistent therewith. Any provision of the ITO and any certificates
or rulings of the ITA not expressly specified in this Appendix or Option Agreement which are necessary to receive or maintain any
tax benefit pursuant to the Section 102 shall be binding on the Eligible 102 Participant. The Trustee and the Eligible 102 Participant
granted a 102 Trustee Grant shall comply with the ITO, and the terms and conditions of the Trust Agreement entered into between
the Company and the Trustee. For avoidance of doubt, it is reiterated that compliance with the ITO specifically includes compliance
with the Rules. Further, the Eligible 102 Participant agrees to execute any and all documents which the Company or the Trustee
may reasonably determine to be necessary in order to comply with the provision of any applicable law, and, particularly, Section
102.


 


4.4During the Required
Holding Period, the Eligible 102 Participant shall not require the Trustee to release or sell the Options or Shares and other shares
received subsequently following any realization of rights derived from Shares or Options (including stock dividends) to the Eligible
102 Participant or to a third party, unless permitted to do so by applicable law. Notwithstanding the foregoing, the Trustee may,
pursuant to a written request and subject to applicable law, release and transfer such Shares to a designated third party, provided
that both of the following conditions have been fulfilled prior to such transfer: (i) all taxes required to be paid upon the
release and transfer of the shares have been withheld for Transfer to the tax authorities and (ii) the Trustee has received written
confirmation from the Company that all requirements for such release and transfer have been fulfilled according to the terms of
the Company’s corporate documents, the Plan, any applicable agreement and any applicable law. To avoid doubt such sale or
release during the Required Holding Period will result in different tax ramifications to the Eligible 102 Participant under Section
102 of the ITO and the Rules and/or any other regulations or orders or procedures promulgated thereunder, which shall apply to
and shall be borne solely by such Eligible 102 Participant.


 


4.5In the event
a stock dividend is declared and/or additional rights are granted with respect to Shares which derive from Awards granted as 102
Trustee Grants, such dividend and/or rights shall also be subject to the provisions of this Section 4 and the Required Holding
Period for such shares and/or rights shall be measured from the commencement of the Required Holding Period for the Award with
respect to which the dividend was declared and/or rights granted.  In the event of a cash dividend on Shares, the Trustee shall
transfer the dividend proceeds to the Eligible 102 Participant after deduction of taxes and mandatory payments in compliance with
applicable withholding requirements.


 






    	 



    	 



    

  


4.6If an Option
granted as a 102 Trustee Grant is exercised during the Required Holding Period, the Shares issued upon such exercise shall be issued
in the name of the Trustee for the benefit of the Eligible 102 Participant. If such an Option is exercised after the Required Holding
Period ends, the Shares issued upon such exercise shall, at the election of the Eligible 102 Participant, either (i) be issued
in the name of the Trustee, or (ii) be transferred to the Eligible 102 Participant directly, provided that the Participant first
complies with all applicable provisions of the Plan.


 


		5.	Assignability



 


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


 


		6.	Tax Consequences



 


6.1Any tax consequences
arising from the grant of any Award, exercise of any Option, from the issuance, sale or transfer of Shares, or from any other event
or act (of the Company, and/or its Affiliates, and the Trustee or the Participant) relating to an Award or Shares issued thereupon
, shall be borne solely by the Participant. The Company and/or its Affiliates, and/or the Trustee shall withhold taxes according
to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the
Participant shall agree to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from
any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the
necessity to withhold, or to have withheld, any such tax from any payment made to the Participant. The Company or any of its Affiliates
and the Trustee may make such provisions and take such steps as it/they may deem necessary or appropriate for the withholding of
all taxes required by law to be withheld with respect to Awards granted under the Plan and the exercise, sale, transfer or other
disposition thereof, including, but not limited, to (i) deducting the amount so required to be withheld from any other amount then
or thereafter payable to a Participant, including by deducting any such amount from a Participant's salary or other amounts payable
to the Participant, to the maximum extent permitted under law and/or (ii) requiring a Participant to pay to the Company or any
of its Affiliates the amount so required to be withheld as a condition of the issuance, delivery, distribution or release of any
Shares and/or (iii) by causing the execise of Options and/or sale of Shares held by or on behalf of the Participant to cover such
liability. In addition, the Participant will be required to pay any amount that exceeds the tax to be withheld and transferred
to the tax authorities, pursuant to applicable Israeli tax regulations.


 


6.2With respect
to Non-Trustee Grants, if the Participant ceases to be employed by the Company or any Affiliate, the Eligible 102 Participant shall
extend to the Company and/or its Affiliate a security or guarantee for the payment of tax due at the time of sale of Shares to
the satisfaction of the Company, all in accordance with the provisions of Section 102 of the ITO and the Rules.


 






    	 



    	 



    

  


		7.	Governing Law and Jurisdiction



 


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


 


***