SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2017 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 28, 2017, between Rosetta Genomics Ltd., an Israeli corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2017 • Rosetta Genomics Ltd. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September __, 2017, between Rosetta Genomics Ltd., an Israeli corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
ORDINARY SHARE PURCHASE WARRANT ROSETTA GENOMICS LTD.Rosetta Genomics Ltd. • October 11th, 2017 • Pharmaceutical preparations
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 2, 2017 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rosetta Genomics Ltd., an Israeli corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Ordinary Shares, NIS 7.2 par value (the “Ordinary Share(s)”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to the Engagement Agreement, dated September 27, 2017, between the Company and H.C. Wainwright & Co., LLC.
SUBSIDIARY GUARANTEESubsidiary Guarantee • October 11th, 2017 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTEE, dated as of October 2, 2017 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Rosetta Genomics Ltd., an Israeli corporation (the “Company”) and the Purchasers.
CONVERTIBLE DEBENTURE DUE OCTOBER 2, 2047Rosetta Genomics Ltd. • October 11th, 2017 • Pharmaceutical preparations • New York
THIS CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Convertible Debentures of Rosetta Genomics Ltd., an Israeli corporation (the “Company”), having its principal place of business at 10 Plaut Street, Science Park, Rehovot 76706, Israel, designated as its Convertible Debenture due October 2, 2047 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
