AMENDMENT NO. 1 TO EXPENSE REIMBURSEMENT WAIVER AGREEMENT

Exhibit 99.8

AMENDMENT NO. 1 TO EXPENSE REIMBURSEMENT WAIVER AGREEMENT

This AMENDMENT NO. 1, dated as of March 11, 2018 (“Amendment No. 1”), to the Expense Reimbursement Waiver Agreement (the “Agreement”), dated as of February 27, 2018, by and between Rosetta Genomics Ltd., an Israeli corporation with a principal place of business at 00 Xxxxx Xxxxxx, Xxxxxxx Xxxx, Xxxxxxx 00000, Israel (the “Company”) and Genoptix, Inc., a Delaware corporation with a principal place of business at 0000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 (“Parent”), is entered into by and between the Company and Parent. Capitalized terms used in this Amendment No. 1 and not otherwise defined herein shall have the meanings set forth in the Agreement.

RECITALS

WHEREAS, the Agreement provides that contingent upon the consummation of the New Merger on or prior to May 8, 2018 (the “Outside Date”), all of the obligations of the Company to pay Parent the Expense Reimbursement shall be satisfied in full and discharged and Parent will have no further rights to receive such Expense Reimbursement;

WHEREAS, the Agreement provides that in the event that the New Merger is not consummated on or prior to the Outside Date, the Company shall pay Parent the Expense Reimbursement in an amount equal to $750,000;

WHEREAS, the Company has requested the ability to change the Outside Date in order to facilitate its receipt of the adoption of the New Merger Agreement by the affirmative vote (in person or by proxy) of the holders of a majority of the voting power of the Company;

WHEREAS, pursuant to Section 4 of the Agreement, the Agreement may be amended or supplemented only by a signed written agreement of the Company and Parent; and

WHEREAS, the Company and Parent desire to enter into this Amendment No. 1 to amend the Agreement to change the Outside Date.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and subject to the terms and conditions hereof, the parties hereto, intending legally to be bound, agree as follows:

AGREEMENT

1.       Section 1 of the Agreement is hereby amended and restated to read in its entirety as follows:

“Notwithstanding any provision of the Previous Merger Agreement to the contrary, Parent acknowledges and agrees that, contingent upon the consummation of the New Merger on or prior to May 21, 2018, all of the obligations of the Company to pay to Parent the Expense Reimbursement shall be satisfied in full and discharged and Parent will have no further rights to receive such Expense Reimbursement.”

2.       Section 2 of the Agreement is hereby amended and restated to read in its entirety as follows:

“Notwithstanding anything in this Agreement to the contrary, in the event that the New Merger is not consummated on or prior to May 21, 2018 or the New Merger Agreement is terminated in accordance with Article 6 of the New Merger Agreement, the Company shall pay to Parent, no later than the earlier of (a) May 23, 2018 and (b) the second (2nd) Business Day following the termination of the New Merger Agreement, the Expense Reimbursement in an amount equal to $750,000 either by (x) wire transfer of immediately available funds to the account referenced on Attachment 1 hereto or (y) delivery of the fully executed secured Reimbursement Promissory Note attached hereto as Attachment 2.”

3.       Governing Law. THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

4.       Counterparts. This Amendment No. 1 may be executed simultaneously in two or more counterparts (including by facsimile or other electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.       Entire Agreement. This Amendment No. 1 and the Agreement, including the exhibits and annexes to the Agreement constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties hereto and thereto with respect to the subject matter of this Amendment No. 1 and the Agreement. Except as expressly set forth in this Amendment No. 1, the Agreement remains unchanged and, as modified hereby, the Agreement shall remain in full force and effect.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 as of the day and year first above written.

	GENOPTIX, INC.
	By:	/s/ Xxxx X. Spring
	Name:	Xxxx X. Spring
	Title:	Chief Financial Officer, Secretary and Treasurer
	ROSETTA GENOMICS LTD.
	By:	/s/ Xxxxxxx X. Berlin
	Name:	Xxxxxxx X. Berlin
	Title:	Chief Executive Officer and President

[Signature page to Amendment No. 1 to Expense Reimbursement Waiver Agreement]