Unassociated Document


    
      EXHIBIT
10.3

    

     

    
      SECURITIES
PURCHASE AGREEMENT

    

     

    This
Securities Purchase Agreement (this “Agreement”) is dated
as of February 16, 2011, between Rosetta Genomics Ltd., a company organized
under the laws of the State of Israel (the “Company”), and each
purchaser identified on the signature pages hereto (each, including its
successors and assigns, a “Purchaser” and
collectively the “Purchasers”).

     

    WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to
an effective registration statement under the Securities Act of 1933, as amended
(the “Securities
Act”), the Company desires to issue and sell to each Purchaser, and each
Purchaser, severally and not jointly, desires to purchase from the Company,
securities of the Company as more fully described in this
Agreement.

     

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

     

    ARTICLE
I.

    DEFINITIONS

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
         


      

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

     

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

     

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

     

    “Disclosure Schedules”
means the Disclosure Schedules of the Company delivered concurrently
herewith.

     

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

    


    “Exempt Issuance”
means the issuance of (a) Ordinary Shares or options to employees, officers,
directors or consultants of the Company pursuant to any stock or option plan
duly adopted for such purpose, by a majority of the non-employee members of the
Board of Directors or a majority of the members of a committee of non-employee
directors established for such purpose, (b) securities upon the exercise or
exchange of or conversion of any Securities issued hereunder and/or other
securities exercisable or exchangeable for or convertible into Ordinary Shares
issued and outstanding on the date of this Agreement, provided that such
securities have not been amended since the date of this Agreement to increase
the number of such securities or to decrease the exercise price, exchange price
or conversion price of such securities (except as set forth on Schedule 3.1(g)), (c)
securities issued pursuant to stock splits, stock dividends or distributions,
recapitalizations and similar events affecting the Ordinary Shares, (d) ordinary
shares issued by the Company’s majority owned subsidiary, Rosetta Green Ltd., in
an initial public offering in Israel under the securities laws of the State of
Israel as described on Schedule 3.1(a), (e)
securities issued in connection with a concurrent private placement transaction
as described on Schedule 3.1(g) (the
“Concurrent Private
Placement”) and (f) securities issued pursuant to mergers, acquisitions
or strategic transactions approved by a majority of the disinterested directors
of the Company, provided that any such issuance shall not include a transaction
in which the Company is issuing securities primarily for the purpose of raising
capital or to an entity whose primary business is investing in
securities.

     

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

     

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

     

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


    
      
         


      

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

     

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

     

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

     

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

     

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

     

    “Per Share Purchase
Price” equals $0.60, subject to
adjustment for reverse and forward stock splits, stock dividends, stock
combinations and other similar transactions of the Ordinary Shares that occur
after the date of this Agreement.

     

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

     

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

     

    “Prospectus” means the
base prospectus included in the Registration Statement.

     

    “Prospectus
Supplement” means the supplement to the Prospectus complying with Rule
424(b) of the Securities Act that is filed with the Commission and delivered by
the Company to each Purchaser at or prior to the Closing.

     

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

     

    “Registration
Statement” means the effective registration statement with Commission
file No. 333-163063 which registers the sale of the Shares, the Warrants and the
Warrant Shares by the Purchasers.

     

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

     

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


    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Transaction
Documents” means this Agreement, the Warrants and any other documents or
agreements executed in connection with the transactions contemplated
hereunder.

     

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


    
      
         


      

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

     

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

     

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

     

    ARTICLE
II.

    PURCHASE
AND SALE

     

    2.1          Closing.  On
the Closing Date, upon the terms and subject to the conditions set forth herein,
substantially concurrent with the execution and delivery of this Agreement by
the parties hereto, the Company agrees to sell, and the Purchasers, severally
and not jointly,  agree to purchase, up to an aggregate of
$3,275,202.60 of Shares and Warrants (as determined in accordance with Section
2.2(a) below).  Each Purchaser shall deliver to the Company, via wire
transfer or a certified check, immediately available funds equal to such
Purchaser’s Subscription Amount as set forth on the signature page hereto
executed by such Purchaser and the Company shall deliver to each Purchaser its
respective Shares and a Warrant as determined pursuant to Section 2.2(a), and
the Company and each Purchaser shall deliver the other items set forth in
Section 2.2 deliverable at the Closing.  Upon satisfaction of the
covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall
occur at the offices of Company U.S. Counsel or such other location as the
parties shall mutually agree.

     

    2.2          Deliveries.

     

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

     

    (i)           this
Agreement duly executed by the Company;

     

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

     

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

     

    (iv)   
     a copy of the irrevocable instructions to the
Transfer Agent instructing the Transfer Agent to deliver via the Depository
Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) a number of
Shares equal to such Purchaser’s Subscription Amount divided by the Per Share
Purchase Price, registered in the name of such Purchaser;


    
      
         


      

      
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    (v)         a
Warrant registered in the name of such Purchaser to purchase up to a number of
Ordinary Shares equal to 50% of such Purchaser’s Shares issuable to Purchaser on
the Closing Date, with an exercise price equal to $0.80, subject to adjustment
therein (such Warrant certificate may be delivered within three Trading Days of
the Closing Date); and

     

    (vi)        the
Prospectus and Prospectus Supplement (which may be delivered in accordance with
Rule 172 under the Securities Act).

     

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

     

    (i)           this
Agreement duly executed by such Purchaser; and

     

    (ii)          such
Purchaser’s Subscription Amount by wire transfer to the account as specified in
writing by the Company.

     

    2.3          Closing
Conditions.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
         


      

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

     

    ARTICLE
III.

    REPRESENTATIONS
AND WARRANTIES

     

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

     

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

     

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


    
      
         


      

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

     

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


    
      
         


      

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

     

    (f)           Issuance of the Securities;
Registration.  The Securities are duly authorized and, when
issued and paid for in accordance with the applicable Transaction Documents,
will be duly and validly issued, fully paid and nonassessable, free and clear of
all Liens imposed by the Company.  The Warrant Shares, when issued in
accordance with the terms of the Warrants, will be validly issued, fully paid
and nonassessable, free and clear of all Liens imposed by the
Company.  The Company has reserved from its duly authorized capital
stock the maximum number of Ordinary Shares issuable pursuant to this Agreement
and the Warrants. The Registration Statement was declared effective
on November 24, 2009 (the “Effective Date”), including the Prospectus, and
such amendments and supplements thereto as may have been required to the date of
this Agreement.  The Registration Statement is effective under the
Securities Act and no stop order preventing or suspending the effectiveness of
the Registration Statement or suspending or preventing the use of the Prospectus
has been issued by the Commission and no proceedings for that purpose have been,
to the knowledge of the Company, instituted or are threatened by the
Commission.  The Company, if required by the rules and regulations of
the Commission, proposes to file the Prospectus Supplement, with the Commission
pursuant to Rule 424(b).  At the time the Registration Statement and
any amendments thereto became effective, at the date of this Agreement and at
the Closing Date, the Registration Statement and any amendments thereto
conformed and will conform in all material respects to the requirements of the
Securities Act and did not and will not contain any 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 the Prospectus
and any amendments or supplements thereto, at the time the Prospectus or any
amendment or supplement thereto was issued and at the Closing Date, conformed
and will conform in all material respects to the requirements of the Securities
Act and did not and will not contain an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not
misleading.


    
      
         


      

      
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    (g)           Capitalization.  The
authorized capitalization of the Company is as set forth in the SEC
Reports.  Except as set forth on Schedule 3.1(g), the
Company has not issued any capital stock since its most recently filed periodic
report under the Exchange Act, other than pursuant to the exercise of employee
stock options under the Company’s stock option plans, the issuance of Ordinary
Shares to employees pursuant to the Company’s employee stock purchase plans and
pursuant to the conversion and/or exercise of Ordinary Share Equivalents
outstanding as of the date of the most recently filed periodic report under the
Exchange Act.  No Person has any right of first refusal, preemptive
right, right of participation, or any similar right to participate in the
transactions contemplated by the Transaction Documents.  Except as
described in the SEC Reports and pursuant to the Company’s stock plans, as a
result of the purchase and sale of the Securities and as a result of the
Concurrent Private Placement, there are no outstanding options, warrants, scrip
rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities, rights or obligations convertible into or
exercisable or exchangeable for, or giving any Person any right to subscribe for
or acquire, any Ordinary Shares, or contracts, commitments, understandings or
arrangements by which the Company or any Subsidiary is or may become bound to
issue additional Ordinary Shares or Ordinary Share
Equivalents.  Except as set forth on Schedule 3.1(g), the
issuance and sale of the Securities will not obligate the Company to issue
Ordinary Shares or other securities to any Person (other than the Purchasers)
and will not result in a right of any holder of Company securities to adjust the
exercise, conversion, exchange or reset price under any of such securities. All
of the outstanding shares of capital stock of the Company are validly issued,
fully paid and nonassessable, have been issued in compliance with all applicable
federal and state securities laws, and none of such outstanding shares was
issued in violation of any preemptive rights or similar rights to subscribe for
or purchase securities.  No further approval or authorization of any
stockholder, the Board of Directors or others is required for the issuance and
sale of the Securities.  There are no stockholders agreements, voting
agreements or other similar agreements with respect to the Company’s capital
stock to which the Company is a party or, to the knowledge of the Company,
between or among any of the Company’s stockholders.

     

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


    
      
         


      

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

     

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


    
      
         


      

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

     

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

     

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


    
      
         


      

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

     

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

     

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

     

    (q)           Transactions With Affiliates
and Employees.  Except as set forth in the SEC Reports, none of
the officers or directors of the Company and, to the knowledge of the Company,
none of the employees of the Company is presently a party to any transaction
with the Company or any Subsidiary (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any
officer, director or such employee or, to the knowledge of the Company, any
entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee or partner, that would be required
to be disclosed in the Registration Statement or the Prospectus and is not so
disclosed.


    
      
         


      

      
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    (r)           Sarbanes-Oxley; Internal
Accounting Controls.  The Company is in material compliance
with any and all requirements of the Sarbanes-Oxley Act of 2002 that are
applicable to the Company and effective as of the date hereof, and any and all
rules and regulations promulgated by the Commission thereunder that are
applicable to the Company and effective as of the date hereof and as of the
Closing Date. The Company and the Subsidiaries maintain a system of internal
accounting controls sufficient to provide reasonable assurance that: (i)
transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance
with management’s general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. The
Company has established disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such
disclosure controls and procedures to provide reasonable assurance that
information required to be disclosed by the Company in the reports it files or
submits under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission’s rules and
forms.

     

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

     

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

     

    (u)           Registration
Rights.  No Person has the right to require registration of
Ordinary Shares or other securities of the Company or any of its Subsidiaries
because of the filing or effectiveness of the Registration Statement, except for
persons and entities who have expressly waived such right in
writing.


    
      
         


      

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

     

    (w)          Application of Takeover
Protections.  The Company and the Board of Directors have taken
all necessary action, if any, in order to render inapplicable any control share
acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Company’s
certificate of incorporation (or similar charter documents) or the laws of its
state of incorporation that is or could become applicable to the Purchasers
solely  as a result of the Company’s issuance of the Securities and
the Purchasers’ ownership of the Securities.

     

    (x)           Disclosure.  Except
with respect to the material terms and conditions of (i) the transactions
contemplated by the Transaction Documents and (ii) the Concurrent Private
Placement, the Company confirms that neither it nor any other Person acting on
its behalf has provided any of the Purchasers or their agents or counsel with
any information that it believes constitutes or might constitute material,
non-public information which is not otherwise disclosed in the Registration
Statement.   The Company understands and confirms that the
Purchasers will rely on the foregoing representation in effecting transactions
in securities of the Company.  All of the disclosure furnished by or
on behalf of the Company to the Purchasers regarding the Company, its business
and the transactions contemplated hereby, including the Disclosure Schedules to
this Agreement, is true and correct and does not contain any untrue statement of
a material fact or omit to state any material fact necessary in order to make
the statements made therein, in light of the circumstances under which they were
made, not misleading. The Company acknowledges and agrees that no Purchaser
makes or has made any representations or warranties with respect to the
transactions contemplated hereby other than those specifically set forth in
Section 3.2 hereof.

     

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


    
      
         


      

      
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    (z)           Solvency.  Based
on the financial condition of the Company as of the Closing Date after giving
effect to the receipt by the Company of the proceeds from the sale of the
Securities hereunder and the proceeds, if any, from the Concurrent Private
Placement, the Company has no knowledge of any facts or circumstances which lead
it to believe that it will file for reorganization or liquidation under the
bankruptcy or reorganization laws of any jurisdiction within three (3) months
from the Closing Date.

     

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

     

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

     

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

     

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


    
      
         


      

      
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    (ee)         Acknowledgement Regarding Purchaser’s Trading
Activity.  Anything in this Agreement or elsewhere herein to
the contrary notwithstanding (except for Sections 3.2(f) and 4.14 hereof), it is
understood and acknowledged by the Company that: (i) none of the Purchasers have
been asked by the Company to agree, nor has any Purchaser agreed, to desist from
purchasing or selling, long and/or short, securities of the Company, or
“derivative” securities based on securities issued by the Company or to hold the
Securities for any specified term; (ii) past or future open market or other
transactions by any Purchaser, specifically including, without limitation, Short
Sales or “derivative” transactions, before or after the Closing, may negatively
impact the market price of the Company’s publicly-traded securities; (iii) any
Purchaser, and counter-parties in “derivative” transactions to which any such
Purchaser is a party, directly or indirectly, presently may have a “short”
position in the Ordinary Shares, and (iv) each Purchaser shall not be deemed to
have any affiliation with or control over any arm’s length counter-party in any
“derivative” transaction.  The Company further understands and
acknowledges that (y) one or more Purchasers may engage in hedging activities at
various times during the period that the Securities are outstanding, including,
without limitation, during the periods that the value of the Warrant Shares
deliverable with respect to Securities are being determined, and (z) such
hedging activities (if any) could reduce the value of the existing stockholders'
equity interests in the Company at and after the time that the hedging
activities are being conducted.  The Company acknowledges that such
aforementioned hedging activities do not constitute a breach of any of the
Transaction Documents.

     

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

     

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

     

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


    
      
         


      

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

     

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

     

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

     

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

     

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


    
      
         


      

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

     

    (c)           Purchaser
Status.  At the time such Purchaser was offered the Securities,
it was, and as of the date hereof it is, and on each date on which it exercises
any Warrants, it will (i) be an “accredited investor” as defined in Rule 501,
(ii) not be in Israel or an Israeli citizen, corporation or resident, or
controlled by an Israeli citizen, corporation or resident, (iii) not be related
to any officer or director of the Company and (iv) not hold 5% or more of the
Company’s issued share capital or of the voting rights of the
Company.  Such Purchaser is not required to be registered as a
broker-dealer under Section 15 of the Exchange Act.  In the event that
following the issuance of the Shares and/or the Warrant Shares a Purchaser will
hold 5% or more of the Company's issued share capital or of the voting rights in
the Company, then upon such issuance, such Purchaser shall deliver to the
Company an executed copy of an Undertaking towards the OCS substantially in the
form attached hereto as Annex A or in any
other form required by the OCS.

     

    (d)           Experience of Such
Purchaser.  Such Purchaser, either alone or together with its
representatives, has such knowledge, sophistication and experience in business
and financial matters so as to be capable of evaluating the merits and risks of
the prospective investment in the Securities, and has so evaluated the merits
and risks of such investment.  Such Purchaser is able to bear the
economic risk of an investment in the Securities and, at the present time, is
able to afford a complete loss of such investment.


    
      
         


      

      
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    (e)           Information.  Such
Purchaser and its advisors, if any, have been furnished with all materials
relating to the business, financial condition and results of operations of the
Company, and materials relating to the offer and sale of the Securities, that
have been requested by such Purchaser or its advisors, if any.  Such
Purchaser acknowledges and understands that its investment in the Securities
involves a significant degree of risk. Such Purchaser acknowledges that the
Company participates in a consortium supported by the OCS and therefore the
consent of the OCS will be required for the transfer of know how developed in
the framework of the consortium or rights to manufacture based on and/or
incorporating such know how to third parties who are not members of the
consortium.

     

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

     

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

     

    ARTICLE
IV.

    OTHER
AGREEMENTS OF THE PARTIES

     

    4.1          Warrant
Shares.  If all or any portion of a Warrant is exercised at a
time when there is an effective registration statement to cover the issuance or
resale of the Warrant Shares or if the Warrant is exercised via cashless
exercise, the Warrant Shares issued pursuant to any such exercise shall be
issued free of all legends.  If at any time following the date hereof
the Registration Statement (or any subsequent registration statement registering
the sale or resale of the Warrant Shares) is not effective or is not otherwise
available for the sale or resale of the Warrant Shares, the Company shall
immediately notify the holders of the Warrants in writing that such registration
statement is not then effective and thereafter shall promptly notify such
holders when the registration statement is effective again and available for the
sale or resale of the Warrant Shares (it being understood and agreed that the
foregoing shall not limit the ability of the Company to issue, or any Purchaser
to sell, any of the Warrant Shares in compliance with applicable federal and
state securities laws).  The Company shall use best efforts to keep a
registration statement (including the Registration Statement) registering the
issuance or resale of the Warrant Shares effective during the term of the
Warrants.


    
      
         


      

      
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    4.2          Furnishing of
Information.  Until the earliest of the time that (i) no
Purchaser owns Securities or (ii) the Warrants have expired, the Company
covenants to use commercially reasonable efforts to timely file (or obtain
extensions in respect thereof and file within the applicable grace period) all
reports required to be filed by the Company after the date hereof pursuant to
the Exchange Act.

     

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

     

    4.4          Securities Laws Disclosure;
Publicity.  The Company shall, by 9:30 a.m. (New York City
time) on the Trading Day immediately following the date hereof, issue a press
release disclosing the material terms of the transactions contemplated hereby
and of the Concurrent Private Placement. The Company shall, within four Business
Days following the date hereof, file a Report on Form 6-K disclosing the
material terms of the transactions contemplated hereby and of the Concurrent
Private Placement, which Form 6-K shall include the Transaction Documents as
exhibits thereto.  From and after the issuance of such press release,
the Company shall have publicly disclosed all material, non-public information
delivered to any of the Purchasers by the Company or any of its subsidiaries, or
any of their respective officers, directors, employees or agents in connection
with the transactions contemplated by the Transaction Documents.  The
Company and each Purchaser shall consult with each other in issuing any other
press releases with respect to the transactions contemplated hereby, and neither
the Company nor any Purchaser shall issue any such press release nor otherwise
make any such public statement without the prior consent of the Company, with
respect to any press release of any Purchaser, or without the prior consent of
each Purchaser, with respect to any press release of the Company, which consent
shall not unreasonably be withheld or delayed, except if such disclosure is
required by law, in which case the disclosing party shall promptly provide the
other party with prior notice of such public statement or
communication.  Notwithstanding the foregoing, the Company shall not
publicly disclose the name of any Purchaser, or include the name of any
Purchaser in any filing with the Commission or any regulatory agency or Trading
Market, without the prior written consent of such Purchaser, except (a) as
required by federal securities law in connection with the filing of final
Transaction Documents (including signature pages thereto) with the Commission
and (b) to the extent such disclosure is required by law or Trading Market
regulations, in which case the Company shall provide the Purchasers with prior
notice of such disclosure permitted under this clause (b).

     

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


    
      
         


      

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

     

    4.7          Use of
Proceeds.  The Company shall use the net proceeds from the sale
of the Securities hereunder substantially as set forth in the Registration
Statement and the Prospectus Supplement.

     

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


    
      
         


      

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

     

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

     

    4.11        [RESERVED]

     

    4.12        Subsequent Equity
Sales.

     

    (a)           From
the date hereof until 60 days after the Closing Date,
neither the Company nor any Subsidiary shall issue, enter into any agreement to
issue or announce the issuance or proposed issuance of any Ordinary Shares or
Ordinary Share Equivalents.

     

    (b)           Notwithstanding
the foregoing, this Section 4.12 shall not apply in respect of an Exempt
Issuance.

     

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


    
      
         


      

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

     

    ARTICLE
V.

    MISCELLANEOUS

     

    5.1          Termination. 
This Agreement may be terminated by any Purchaser, as to such Purchaser’s
obligations hereunder only and without any effect whatsoever on the obligations
between the Company and the other Purchasers, by written notice to the other
parties, if the Closing has not been consummated on or before February 25, 2011;
provided, however, that no such
termination will affect the right of any party to sue for any breach by the
other party (or parties).

     

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


    
      
         


      

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

     

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

     

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

     

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

     

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

     

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


    
      
         


      

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

     

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

     

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

     

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


    
      
         


      

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

     

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

     

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

     

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


    
      
         


      

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

     

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

     

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

     

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

    


    (Signature
Pages Follow)


    
      
         


      

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

    


    
      
        
          
            
              	
                      ROSETTA
      GENOMICS LTD.

                    	
                        

                    	
                      Address for Notice:

                    
	 
      	 
      	 
      
	
                      By: 

                    	
                      /s/ Kenneth A. Berlin

                    	 
      	
                      Rosetta
      Genomics Ltd.

                    
	 
      	
                      Name:  Kenneth
      A. Berlin

                    	 
      	
                      10
      Plaut St.

                    
	 
      	
                      Title:  President
      and CEO

                    	 
      	
                      Rehovot,
      Israel, 76706

                    
	 
      	 
      	
                      Attn:
      Tami Fishman Jutkowitz

                    
	 
      	 
      	
                        General
      Counsel

                    
	 
      	 
      	
                      Fax:
      +972-73-222-0701

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

                    	 
      	 
      
	 
      	 
      	
                      Mintz,
      Levin, Cohn, Ferris,

                    
	 
      	 
      	
                      Glovsky
      and Popeo, P.C.

                    
	 
      	 
      	
                      One
      Financial Center

                    
	 
      	 
      	
                      Boston,
      MA 02111

                    
	 
      	 
      	
                      Attn:
      Brian P. Keane

                    
	 
      	 
      	
                      Fax:
      617-542-2241

                    
	 
      	 
      	 
      
	
                      and
      to:

                    	 
      	 
      
	 
      	 
      	
                      Tulchinsky
      Stern Marciano

                    
	 
      	 
      	
                        Cohen
      Levitski & Co.

                    
	 
      	 
      	
                      4
      Berkowitz St.

                    
	 
      	 
      	
                      Tel
      Aviv, Israel 64238

                    
	 
      	 
      	
                      Fax:
      +972-3-607-5050

                    


            

          

        

      

    

    


    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

     

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

     

    Name of
Purchaser:  Brio Capital LP

     

    Signature of Authorized Signatory of
Purchaser: /s/ Shaye Hirsch

     

    Name of
Authorized Signatory: Shaye Hirsch

     

    Title of
Authorized Signatory: Managing Partner

     

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

     

    Subscription
Amount: $200,000.40

     

    Shares:
333,334

     

    Warrant
Shares: 166,667

    
    

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

     

    Name of
Purchaser: GCA Strategic Investment Fund Limited

     

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

     

    Name of
Authorized Signatory: Lewis N. Lester Sr.

     

    Title of
Authorized Signatory: Director

     

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

     

    Subscription
Amount: $150,000

     

    Shares:
250,000

     

    Warrant
Shares: 125,000

     

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

     

    Name of
Purchaser: Iguana Healthcare Master Fund, Ltd.

     

    Signature of Authorized Signatory of
Purchaser: /s/ Norman Schleifer

     

    Name of
Authorized Signatory: Norman Schleifer

     

    Title of
Authorized Signatory: CFO

     

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

    


    Subscription
Amount: $249,999.60

    


    Shares:
416,666

    


    Warrant
Shares: 208,333

    
 

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

     

    Name of
Purchaser: Rockmore Investment Master Fund Ltd.

     

    Signature of Authorized Signatory of
Purchaser: /s/ Michael DiLernia

     

    Name of
Authorized Signatory: Michael DiLernia

     

    Title of
Authorized Signatory: Authorized Signatory

     

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

    


    Subscription
Amount: $150,000

    


    Shares:
250,000

    


    Warrant
Shares: 125,000

    
 

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

     

    Name of
Purchaser: JMM Trading LP (please register the warrants as “RBC Dominion
Securities Inc, ITF JMM Trading LP A/C 475 80060 29”)

     

    Signature of Authorized Signatory of
Purchaser: /s/ Glenn Hunt

     

    Name of
Authorized Signatory: Glenn Hunt

     

    Title of
Authorized Signatory: Partner

     

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

    


    Subscription
Amount: $300,000

    


    Shares:
500,000

    


    Warrant
Shares: 250,000

    
 

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

     

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

     

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

     

    Name of
Authorized Signatory: Daniel I. Warsh

      

    Title of
Authorized Signatory: Manager

     

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

    


    Subscription
Amount: $99,996

    


    Shares:
166,660

    


    Warrant
Shares: 83,330

    
 

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

     

    Name of
Purchaser: MJFIL Investments LLC

     

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

     

    Name of
Authorized Signatory: Daniel I. Warsh

     

    Title of
Authorized Signatory: Authorized Signatory

     

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

    


    Subscription
Amount: $25,002

    


    Shares:
41,670

    


    Warrant
Shares: 20,835

    
 

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

     

    Name of
Purchaser: Option Opportunities Corp.

     

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

     

    Name of
Authorized Signatory: Daniel Warsh

     

    Title of
Authorized Signatory: Authorized Signatory

     

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

    


    Subscription
Amount: $50,004

    


    Shares:
83,340

    


    Warrant
Shares: 41,670

     

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

     

    Name of
Purchaser: Lincoln Park Capital Fund, LLC By: Lincoln Park Capital LLC, By:
Rockledge Capital Corporation

     

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

     

    Name of
Authorized Signatory: Joshua Scheinfeld

     

    Title of
Authorized Signatory: President

     

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

    


    Subscription
Amount: $250,000.20

    


    Shares:
416,667

    


    Warrant
Shares: 208,333

     

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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    


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

     

    Name of
Purchaser: Bristol Investment Fund, Ltd.

     

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

     

    Name of
Authorized Signatory: Paul Kessler

     

    Title of
Authorized Signatory: Director

     

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

    


    Subscription
Amount: $180,000

    


    Shares:
300,000

    


    Warrant
Shares: 150,000

     

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

     

    Name of
Purchaser: Midsummer Ventures, LP

     

    Signature of Authorized Signatory of
Purchaser: /s/ Alan Benaim

     

    Name of
Authorized Signatory: Alan Benaim

     

    Title of
Authorized Signatory: Authorized Signatory

     

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

    


    Subscription
Amount: $270,000

    


    Shares:
450,000

    


    Warrant
Shares: 225,000

    
 

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

     

    Name of
Purchaser: Cranshire Capital LP

     

    Signature of Authorized Signatory of
Purchaser: /s/ Keith Goodman

     

    Name of
Authorized Signatory: Keith Goodman

     

    Title of
Authorized Signatory: COO – Downsview Capital Inc. – The GP

     

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

    


    Subscription
Amount: $297,500.40

    


    Shares:
495,834

    


    Warrant
Shares: 247,917

    
 

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

     

    Name of
Purchaser: Freestone Advantage Partners, LP

     

    Signature of Authorized Signatory of
Purchaser: /s/ Keith Goodman

     

    Name of
Authorized Signatory: Keith Goodman

     

    Title of
Authorized Signatory: Authorized Signatory

     

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

    


    Subscription
Amount: $52,500

    


    Shares:
87,500

    


    Warrant
Shares: 43,750

    
 

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

     

    Name of
Purchaser: Daniel B. Ahlberg TTEE/Linda O. Ahlberg TTEE Ahlberg Joint Revocable
Trust/U/A DTD 8/24/06

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

     

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

    


    Subscription
Amount: $30,000

    


    Shares:
50,000

    


    Warrant
Shares: 25,000

    
 

    [SIGNATURE
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    


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

     

    Name of
Purchaser: Alice Ann Corporation

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

     

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

    


    Subscription
Amount: $45,000

    


    Shares:
75,000

    


    Warrant
Shares: 37,500

    
 

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

     

    Name of
Purchaser: Robert G. Allison

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

     

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

    


    Subscription
Amount: $103,200

    


    Shares:
172,000

    


    Warrant
Shares: 86,000

     

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

     

    Name of
Purchaser: Piper Jaffray as Custodian FBO Anchor Scientific, Inc. Profit Sharing
Plan & Trust

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

     

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

    


    Subscription
Amount: $42,000

    


    Shares:
70,000

    


    Warrant
Shares: 35,000

    
 

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

     

    Name of
Purchaser: Glenn P. Baron

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

     

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

    


    Subscription
Amount: $9,000

    


    Shares:
15,000

    


    Warrant
Shares: 7,500

    
 

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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    


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

     

    Name of
Purchaser: William H. Baxter TTEE/FBO William H. Baxter Rev. Tr U/A DTD
7/3/96

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc., Attorney-In-Fact


    


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

    


    Subscription
Amount: $30,000

    


    Shares:
50,000

    


    Warrant
Shares: 25,000

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    


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

     

    Name of
Purchaser: Piper Jaffray as Custodian FBO William H. Baxter IRA

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

     

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

    


    Subscription
Amount: $30,000

    


    Shares:
50,000

    


    Warrant
Shares: 25,000

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    


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

     

    Name of
Purchaser: Piper Jaffray as Custodian FBO Harold C. Becker IRA
Rollover

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

     

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

    


    Subscription
Amount: $6,000

    


    Shares:
10,000

    


    Warrant
Shares: 5,000

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

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

     

    Name of
Purchaser: Gary A. Bergren

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

     

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

    


    Subscription
Amount: $42,000

    


    Shares:
70,000

    


    Warrant
Shares: 35,000

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

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

     

    Name of
Purchaser: David C. Brown TTEE/Carole A. Brown TTEE David C/Carole A Brown Rev
Tr / U/A DTD 10/23/97

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

     

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

    


    Subscription
Amount: $30,000

    


    Shares:
50,000

    


    Warrant
Shares: 25,000

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    


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

     

    Name of
Purchaser: Piper Jaffray as Custodian FBO Craig L. Campbell IRA
Rollover

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

     

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

    


    Subscription
Amount: $30,000

    


    Shares:
50,000

    


    Warrant
Shares: 25,000

    
 

    [SIGNATURE
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    


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

     

    Name of
Purchaser: Anne S. Chudnofsky

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

     

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

    


    Subscription
Amount: $12,000

    


    Shares:
20,000

    


    Warrant
Shares: 10,000

    
 

    [SIGNATURE
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    


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

     

    Name of
Purchaser: Barry S. Chudnofsky DMD/Pro Shar Pl U/A DTD 4/1/86

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

     

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

    


    Subscription
Amount: $24,000

    


    Shares:
40,000

    


    Warrant
Shares: 20,000

    
 

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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    


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

     

    Name of
Purchaser: Piper Jaffray as Custodian FBO Robert H. Clayburgh IRA
Rollover

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

     

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

    


    Subscription
Amount: $42,000

    


    Shares:
70,000

    


    Warrant
Shares: 35,000

    


    [SIGNATURE
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    


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

     

    Name of
Purchaser: Gary E. Clipper and Leslie J. Clipper  Joint
Account

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

     

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

    


    Subscription
Amount: $12,000

    


    Shares:
20,000

    


    Warrant
Shares: 10,000

    
 

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

     

    Name of
Purchaser: Piper Jaffray as Custodian FBO Bradley A. Erickson IRA

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    


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

    


    Subscription
Amount: $30,000

    


    Shares:
50,000

    


    Warrant
Shares: 25,000

    


    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    
 

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

     

    Name of
Purchaser: Judith Lynne Feist

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    
 

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

    
 

    Subscription
Amount: $6,000

    
 

    Shares:
10,000

    
 

    Warrant
Shares: 5,000

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    
 

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

     

    Name of
Purchaser: Thomas Franta

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    
 

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

    
 

    Subscription
Amount: $9,000

    
 

    Shares:
15,000

    
 

    Warrant
Shares: 7,500

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    
 

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

     

    Name of
Purchaser: Piper Jaffray as Custodian FBO P. Dan Gilbert SEP/IRA

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    
 

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

    
 

    Subscription
Amount: $9,000

    
 

    Shares:
15,000

    
 

    Warrant
Shares: 7,500

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    
 

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

     

    Name of
Purchaser: Dennis D. Gonyea

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    
 

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

    
 

    Subscription
Amount: $42,000

    
 

    Shares:
70,000

    
 

    Warrant
Shares: 35,000

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    
 

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

     

    Name of
Purchaser: Dorothy J. Hoel

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    
 

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

    
 

    Subscription
Amount: $42,000

    
 

    Shares:
70,000

    
 

    Warrant
Shares: 35,000

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    
 

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

     

    Name of
Purchaser: Richard A. Hoel

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    
 

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

    
 

    Subscription
Amount: $12,000

    
 

    Shares:
20,000

    
 

    Warrant
Shares: 10,000

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    
 

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

     

    Name of
Purchaser: James E. and Eleanor Keiper  Joint Account

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    
 

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

    
 

    Subscription
Amount: $9,000

    
 

    Shares:
15,000

    
 

    Warrant
Shares: 7,500

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    
 

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

     

    Name of
Purchaser: Piper Jaffray as Custodian FBO Elizabeth J. Kuehne IRA

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    
 

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

    
 

    Subscription
Amount: $12,000

    
 

    Shares:
20,000

    
 

    Warrant
Shares: 10,000

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    
 

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

     

    Name of
Purchaser: Elizabeth J. Kuehne TTEE/John E. Romundstad TTEE
Kuehne-Romundstad-Kuestad Fam/ U/A DTD 08/12/2008

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    
 

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

    
 

    Subscription
Amount: $21,000

    
 

    Shares:
35,000

    
 

    Warrant
Shares: 17,500

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    
 

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

     

    Name of
Purchaser: Piper Jaffray as Custodian FBO Duane L. Lee IRA

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    
 

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

    
 

    Subscription
Amount: $9,000

    
 

    Shares:
15,000

    
 

    Warrant
Shares: 7,500

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    
 

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

     

    Name of
Purchaser: Piper Jaffray as Custodian FBO Michael E.
McElligott  Profit Sharing Plan

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    
 

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

    
 

    Subscription
Amount: $18,000

    
 

    Shares:
30,000

    
 

    Warrant
Shares: 15,000

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    
 

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

     

    Name of
Purchaser: Piper Jaffray as Custodian FBO Charles W. Pappas IRA

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    
 

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

    
 

    Subscription
Amount: $18,000

    
 

    Shares:
30,000

    
 

    Warrant
Shares: 15,000

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    
 

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

     

    Name of
Purchaser: Pioneer Mailroom Equipment Inc/Pro Shar Pln DTD 4/28/94

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    
 

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

    
 

    Subscription
Amount: $24,000

    
 

    Shares:
40,000

    
 

    Warrant
Shares: 20,000

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    
 

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

     

    Name of
Purchaser: John T. Potter

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    
 

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

    
 

    Subscription
Amount: $30,000

    
 

    Shares:
50,000

    
 

    Warrant
Shares: 25,000

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    
 

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

     

    Name of
Purchaser: Preventive Cardiovascular Nurses Association

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    
 

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

    
 

    Subscription
Amount: $84,000

    
 

    Shares:
140,000

    
 

    Warrant
Shares: 70,000

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    
 

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

     

    Name of
Purchaser: Carolyn Salon

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    
 

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

    
 

    Subscription
Amount: $12,000

    
 

    Shares:
20,000

    
 

    Warrant
Shares: 10,000

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    
 

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

     

    Name of
Purchaser: Joel A. Salon

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    
 

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

    
 

    Subscription
Amount: $12,000

    
 

    Shares:
20,000

    
 

    Warrant
Shares: 10,000

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    
 

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

     

    Name of
Purchaser: Dr. Paul C. Seel and Nancy S. Seel  Joint
Account

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    
 

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

    
 

    Subscription
Amount: $30,000

    
 

    Shares:
50,000

    
 

    Warrant
Shares: 25,000

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    
 

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

     

    Name of
Purchaser: E. Terry Skone TTEE/2005 Amendment & Restatement E. Terry Skone
Rev. Trust / U/A DTD 11/30/05

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    
 

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

    
 

    Subscription
Amount: $24,000

    
 

    Shares:
40,000

    
 

    Warrant
Shares: 20,000

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    
 

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

     

    Name of
Purchaser: Piper Jaffray as Custodian FBO Mary T. Strickland IRA

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    
 

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

    
 

    Subscription
Amount: $12,000

    
 

    Shares:
20,000

    
 

    Warrant
Shares: 10,000

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    
 

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

     

    Name of
Purchaser: Piper Jaffray as Custodian FBO Scott E. Strickland IRA

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    
 

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

    
 

    Subscription
Amount: $12,000

    
 

    Shares:
20,000

    
 

    Warrant
Shares: 10,000

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    
 

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

     

    Name of
Purchaser: Stephen P. Vertin

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    
 

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

    
 

    Subscription
Amount: $12,000

    
 

    Shares:
20,000

    
 

    Warrant
Shares: 10,000

    
 

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
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    [PURCHASER
SIGNATURE PAGES TO ROSG RD SECURITIES PURCHASE AGREEMENT]

    
 

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

     

    Name of
Purchaser: Donald O. Voight TTEE/Janet M. Voight TTEE Janet M. Voight Tr / U/A
DTD 8/29/96

     

    Signature of Authorized Signatory of
Purchaser: /s/ Richard C. Perkins

     

    Name of
Authorized Signatory: Richard C. Perkins, Executive Vice President

     

    Title of
Authorized Signatory: Perkins Capital Management Inc.,
Attorney-In-Fact

    
 

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

    
 

    Subscription
Amount: $24,000

    
 

    Shares:
40,000

    
 

    Warrant
Shares: 20,000

    
 

    [SIGNATURE
PAGES CONTINUE]


     

    
      
         


      

      
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    ANNEX
A

     

    
      	
              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

                                                     
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.

            


    

     

    _____________________                              
_________________________________

                  Date 
Name (block letters) and signature of Authorized Company Representative and
Company Seal
 

    
      
         


      

      
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