Exhibit 99.1

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 2, dated as of April 17, 2018 (“ Amendment No. 2 ”), to the Agreement and Plan of Merger, dated as of February 27, 2018 (as amended, the “ Agreement ”), by and among Genoptix, Inc., a Delaware corporation (“ Parent ”), Stone Marger Sub, Ltd., a company incorporated under the Laws of the State of Israel (“ Merger Sub ”), and Rosetta Genomics Ltd., a company incorporated under the Laws of the State of Israel (the “ Company ”), is entered into by and among Parent, the Company, and Merger Sub. Capitalized terms used in this Amendment No. 2 and not otherwise defined herein shall have the meanings set forth in the Agreement.

RECITALS

WHEREAS, Parent, the Company and Merger Sub entered into Amendment No. 1 to the Agreement, dated as of March 11, 2018 (“ Amendment No. 1 ”);

WHEREAS, the Amendment No. 1 provides that the Company Shareholders Meeting will be held on April 17, 2018;

WHEREAS, the Company has requested the ability to adjourn the Company Shareholders Meeting for the sole purpose of soliciting additional votes to obtain the Company Shareholder Approval;

WHEREAS, pursuant to Section 7.1 of the Agreement, the Agreement may be amended or supplemented only by a signed written agreement of the Company, Parent and Merger Sub; and

WHEREAS, the Company, Parent and Merger Sub desire to enter into this Amendment No. 2 to allow the Company to adjourn the Company Shareholders Meeting as requested by the Company.

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.                      Notwithstanding anything to the contrary in the Agreement, Parent hereby agrees that the Company may adjourn the Company Shareholders Meeting from April 17, 2018, to April 26, 2018, for the sole purpose of soliciting additional votes to adopt the Agreement pursuant to Section 4.3 of the Agreement.

2.                      The eighth WHEREAS clause in the RECITALS section of the Agreement is hereby amended and restated to read in its entirety as follows:

“WHEREAS, as a condition to and inducement of the Company’s willingness to enter into the Previous Merger Agreement, Parent and the Company entered into the Credit and Security Agreement, dated December 14, 2017, by and among the Company, Rosetta Genomics Inc., a company incorporated under the Laws of the State of Delaware (“ Rosetta Inc. ”), Minuet Diagnostics, Inc., a Delaware corporation (“ Minuet ”), Cynogen Inc., a Delaware corporation (“ Cynogen ”), and Parent (together with the exhibits and schedules thereto and as amended by the Amendment Number One to Loan and Security Agreement, dated February 27, 2018, by and among the Company, Rosetta Inc., Minuet, Cynogen and Parent, the Amendment Number Two to Loan and Security Agreement, dated March 11, 2018, by and among the Company, Rosetta Inc. and Parent, and the Amendment Number Three to Loan and Security Agreement, dated April 17, 2018, by and among the Company, Rosetta Inc. and Parent, the “ Loan Agreement ”), pursuant to which Parent committed, subject to certain exceptions set forth therein, to provide Rosetta Inc. with a bridge loan of up to $600,000 monthly, bearing simple interest at a rate of 10% per annum, which will be secured by a first priority lien on the Company’s assets, including, without limitation, cash, receivables, certain Intellectual Property Rights and the capital stock of each Company Subsidiary;”

3.                      The tenth WHEREAS clause in the RECITALS section of the Agreement is hereby amended and restated to read in its entirety as follows:

“WHEREAS, concurrently with the execution of this Agreement and as a condition to and inducement of Parent’s willingness to enter into this Agreement, the Company, Parent and certain holders of Convertible Debentures and Company Warrants have entered into a convertible debenture and warrant termination agreement, in the form attached hereto as Exhibit C (as amended, the “ Convertible Debenture and Warrant Termination Agreement ”), dated as of the Agreement Date, which agreement is contingent upon the closing of the Merger and shall become automatically effective immediately after the Effective Time.”

4.                      Section 6.1(b) of the Agreement is hereby amended and restated to read in its entirety as follows:

“(b) by either Parent or the Company, upon written notice to the other party, if the Effective Time shall not have occurred on or prior to the close of banking business, New York time, on June 6, 2018, (the “ Outside Date ”); provided, however , that a party shall not be permitted to terminate this Agreement pursuant to this Section 6.1(b) if the failure of the Effective Time to occur by the Outside Date was proximately caused by a failure of such party to perform in any material respects its covenants or obligations under this Agreement.”

5.                      Section 7.4 of the Agreement is hereby amended and restated to read in its entirety as follows:

“ Entire Agreement; No Third Party Beneficiary . This Agreement, including the exhibits, annexes and amendments hereto, the Disclosure Schedule, the documents and instruments relating to the Merger referred to in this Agreement, as any such documents and instruments may be amended, the Loan Agreement, as amended, the Confidentiality Agreement, the PDx Acquisition Agreement and the Expense Reimbursement Waiver Agreement, dated February 27, 2018, as amended, by and between Parent and the Company, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter of this Agreement. This Agreement is not intended, and shall not be deemed, to create any agreement of employment with any person, to confer any rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns or to otherwise create any third-party beneficiary hereto except as set forth in Section 4.7 .”

6.                      Operations . Notwithstanding anything to the contrary in the Agreement, the parties agree that after receipt of the Company Stockholder Vote, the Company will not take, or attempt to take, any business or operational decisions, without the consent of Parent.

7.                      Governing Law . THIS AMENDMENT NO. 2 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.

8.                      Counterparts . This Amendment No. 2 may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Amendment No. 2 may be executed and delivered by facsimile transmission, by electronic mail in “portable document format” form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by combination of such means, each of which shall be deemed an original.

9.                      Entire Agreement . This Amendment No. 2 and the Agreement, including the exhibits and annexes to the Agreement, the Disclosure Schedule, the documents and instruments relating to the Merger referred to in the Agreement, the Loan Agreement, the Confidentiality Agreement, the PDx Acquisition Agreement, the Exclusive Marketing and Distribution Agreement and the Expense Reimbursement Waiver Agreement, dated February 27, 2018, as amended, by and between Parent and the Company, 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. 2 and the Agreement. This Amendment No. 2 and the Agreement are not intended, and shall not be deemed, to create any agreement of employment with any person, to confer any rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns or to otherwise create any third-party beneficiary hereto except as set forth in Section 4.7 of the Agreement. Except as expressly set forth in this Amendment No. 2, the Agreement remains unchanged and, as modified hereby, the Agreement shall remain in full force and effect.

* * *

IN WITNESS WHEREOF , the parties hereto have executed this Amendment No. 2 as of the day and year first above written.

Exhibit 99.2

AMENDMENT NO. 2 TO EXPENSE REIMBURSEMENT WAIVER AGREEMENT  

This AMENDMENT NO. 2, dated as of April 17, 2018 (“ Amendment No. 2 ”), to the Expense Reimbursement Waiver Agreement (as amended, the “ Agreement ”), dated as of February 27, 2018, by and between Rosetta Genomics Ltd., an Israeli corporation with a principal place of business at 10 Plaut Street, Science Park, Rehovot 76706, Israel (the “ Company ”) and Genoptix, Inc., a Delaware corporation with a principal place of business at 2131 Faraday Avenue, Carlsbad, California 92008 (“ Parent ”), is entered into by and between the Company and Parent. Capitalized terms used in this Amendment No. 2 and not otherwise defined herein shall have the meanings set forth in the Agreement.

RECITALS

WHEREAS, the parties to the Agreement entered into Amendment No. 1 to Expense Reimbursement Waiver Agreement (“ Amendment No. 1 ”) on March 11, 2018;

WHEREAS, the Amendment No. 1 provides that contingent upon the consummation of the New Merger on or prior to May 21, 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, pursuant to the Agreement and Plan of Merger, pursuant to which Parent will acquire the Company through the consummation of the New Merger (the “ Merger Agreement ”), the Company will convene a special meeting of its shareholders on April 17, 2018 (the “ Company Shareholder Meeting ”), for the purpose of obtaining the required shareholder approvals in connection with the New Merger (the “ Company Shareholder Approval ”);

WHEREAS, the Company has requested the ability to adjourn the Company Shareholder Meeting, and concurrently with the execution of this Amendment No. 2, Parent has agreed that the Company may adjourn the Company Shareholders Meeting from April 17, 2018 to April 26, 2018, for the sole purpose of soliciting additional votes to obtain the Company Shareholder Approval;

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. 2 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 June 6, 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 June 6, 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) June 8, 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. 2 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. 2 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. 2 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. 2 and the Agreement. Except as expressly set forth in this Amendment No. 2, the Agreement remains unchanged and, as modified hereby, the Agreement shall remain in full force and effect.

* * *

IN WITNESS WHEREOF , the parties hereto have executed this Amendment No. 2 as of the day and year first above written.

Exhibit 99.3

AMENDMENT NUMBER THREE TO LOAN AND SECURITY AGREEMENT

This AMENDMENT NUMBER THREE TO LOAN AND SECURITY AGREEMENT (this “ Amendment ”) is entered into as of April 17, 2018 by and among ROSETTA GENOMICS INC. , a Delaware corporation (“ Borrower ”), ROSETTA GENOMICS LTD. , a company incorporated under the Laws of the State of Israel (“ Rosetta ” and, together with Borrower, each a “ Guarantor ” and collectively, jointly and severally the “ Guarantors ”; and together with Borrower, each a “ Credit Party ” and collectively, jointly and severally, the “ Credit Parties ”), and GENOPTIX, INC. , as Lender (in such capacity, together with its successors and assigns, if any, in such capacity, “ Lender ”).

W I T N E S S E T H

WHEREAS , the Credit Parties and Lender are parties to that certain Loan and Security Agreement, dated as of December 14, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “ Loan Agreement ”);

WHEREAS , Borrower has requested that Lender agree to make certain modifications to the Loan Agreement; and

WHEREAS , subject to the terms and conditions set forth herein, Lender is willing to accommodate Borrower’s request.

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual promises herein made, Lender, Borrower, and each Guarantor, intending to be legally bound, agree as follows:

1.        Defined Terms . Unless otherwise defined herein, all initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Loan Agreement.

2.        Amendment to the Loan Agreement . Subject to satisfaction of the conditions precedent set forth in Section 4 hereof, the Loan Agreement is hereby amended and modified as follows:

(a)                 Section 1(c)(i) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“As used herein “ Maturity Date ” means the first to occur of (t) in the event that the Company Shareholder Approval (as defined in the Merger Agreement) has not been obtained on or prior to April 26, 2018, then April 29, 2018, (u) the date on which the Merger (as defined in the Merger Agreement) is consummated in accordance with the terms of the Merger Agreement, (v) the date on which the Loans are accelerated pursuant to Section 9, (w) the date that is three (3) days after the date that the Merger Agreement is terminated pursuant to Section 6.1 of the Merger Agreement, (x) June 9, 2018, (y) the date on which any Credit Party breaches Section 4.4 of the Merger Agreement, or (z) the date on which any Triggering Event (as defined in the Merger Agreement) occurs.”

3.                    Reserved .

4.                    Conditions Precedent to Amendment . The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of each of the amendments and modifications set forth in Section 2 above (the first date such conditions precedent are satisfied, the “ Third Amendment Effective Date ”):

(a)               Lender shall have received this Amendment, duly executed and delivered by the Credit Parties, and the same shall be in full force and effect.

(b)               Lender shall have received the Amendment No. 2 to Agreement and Plan of Merger, in form satisfactory to Lender, duly executed and delivered by the parties thereto, in substantially the form attached hereto as Exhibit A .

(c)               Lender shall have received the Amendment No. 2 to Expense Reimbursement Waiver in form satisfactory to Lender, duly executed and delivered by the parties thereto, in substantially the form attached hereto as Exhibit B .

(d)               The representations and warranties in the Loan Agreement shall be true, accurate, and complete in all material respects (without giving effect to any materiality qualifier therein) as of the date hereof; provided that those representations and warranties expressly referring to a specific date shall be true, accurate, and complete in all material respects (without giving effect to any materiality qualifier therein) as of such date.

(e)               No Event of Default, or, other than a breach of Section 6(f) of the Loan Agreement which does not yet constitute an Event of Default, any event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default, shall have occurred and be continuing as of the date hereof, nor shall result from consummation of the transactions contemplated in this Amendment.

5.        GOVERNING LAW AND JURISDICTION . THIS AMENDMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 11 OF THE LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .

6.        Counterparts; Facsimile Signature . This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute but one and the same instrument. This Amendment will become effective when duly executed and delivered by each party hereto. Counterpart signature pages to this Amendment may be delivered by facsimile or electronic delivery (i.e. , by email of a PDF signature page) and each such counterpart signature page will constitute an original for all purposes.

7.        Effect on Transaction Documents .

(a)               Upon and after the Third Amendment Effective Date, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the Loan Agreement, and each reference in the other Transaction Documents to “the Loan Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement as modified hereby.

(b)               To the extent that any of the terms and conditions in any of the Transaction Documents shall contradict or be in conflict with any of the terms or conditions of the Loan Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Loan Agreement as modified hereby.

(c)               This Amendment is a Transaction Document.

8.        Integration . This Amendment and the other Transaction Documents contain the entire agreement among Credit Parties and Lender regarding the Loans and supersede all prior written and oral agreements or statements by and among the parties or any of them.

9.        Reaffirmation of Obligations . The Loan Agreement, as modified hereby, the Reimbursement Agreements, and each of the other Transaction Documents, as modified as of the date hereof, shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects. Except for the amendments and modifications expressly set forth herein, the Loan Agreement, the Reimbursement Agreements, and the other Transaction Documents, shall remain unchanged and in full force and effect. Each Credit Party hereby reaffirms its obligations under the Reimbursement Agreements and each other Transaction Document to which it is a party. Each Credit Party hereby further ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Loan Agreement, the Reimbursement Agreements, or any other Transaction Document to Lender, as collateral security for the obligations under the Reimbursement Agreements and the Transaction Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continue to be and remain collateral for such obligations from and after the date hereof. Without derogating from the generality of the aforementioned, each Credit Party confirms that, if and when applicable, it will be prevented from objecting to any proceeding, claim or action taken by Lender in connection with the realization of the liens and security interests granted pursuant to and in connection with the Loan Agreement, the Reimbursement Agreements, or any other Transaction Document and hereby acknowledges that Lender’s agreement to amend the terms of the Loan Agreement, specifically in connection with the amendment of the term “Maturity Date” as set forth herein, was made inter alia in reliance on such confirmation.

10.    Severability . Any term or provision of this Amendment that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, each party hereto intends that such provision will be construed by modifying or limiting it so as to be enforceable to the maximum extent compatible with, and possible under, applicable law.

11.    Release . In consideration of the agreements of Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower and each other Credit Party voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself and all of its respective parents, subsidiaries, affiliates, members, managers, predecessors, successors, and assigns, and each of its respective current and former directors, officers, shareholders, agents, and employees, and each of its respective predecessors, successors, heirs, and assigns (individually and collectively, the “ Releasing Parties ”) does hereby fully and completely release, acquit and forever discharge each of Lender and its respective parents, subsidiaries, affiliates, members, managers, shareholders, directors, officers and employees, and its respective predecessors, successors, heirs, and assigns (individually and collectively, the “ Released Parties ”), of and from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, choate or inchoate, known or unknown that the Releasing Parties (or any of them) has against the Released Parties or any of them (whether directly or indirectly), based in whole or in part on facts, whether or not now known, existing on or before the date hereof, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Transaction Documents or transactions contemplated thereby or any actions or omissions in connection therewith or (ii) any aspect of the dealings or relationships between or among any Credit Party, on the one hand, and any or all of the Released Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof, in each case, based in whole or in part on facts, whether or not now known, existing before the Third Amendment Effective Date. Each Credit Party acknowledges that the foregoing release is a material inducement to Lender’s decision to enter into this Amendment and agree to the modifications contemplated hereunder, and has been relied upon by Lender in connection therewith.

12.                Acknowledgement of Lender’s Ability to Release Guarantors . Each Credit Party hereby acknowledges that at any time and from time to time, Lender may, in its sole discretion, release, in whole or in part, any Credit Party from their obligations under the Loan Agreement, the Reimbursement Agreements, and the other Transaction Documents. Each Credit Party agrees that its obligations under the Loan Agreement, the Reimbursement Agreements, and the other Transaction Documents shall be unaffected and remain in full force and effect after any such release, and each Credit Party hereby assents to, and waives notice of any such release of a Credit Party by Lender.

[ Signature Pages Follow. ]

IN WITNESS WHEREOF , the parties hereto have executed or caused to be executed this Amendment with full power and authority to do so effective as of the date first written above.

[ Signature Page to Amendment Number Three to Loan and Security Agreement ]

[ Signature Page to Amendment Number Three to Loan and Security Agreement ]

[ Signature Page to Amendment Number Three to Loan and Security Agreement ]

EXHIBIT A

Form of Amendment No. 2 to Agreement and Plan of Merger

[ To be attached ]

[ Exhibit A to Amendment Number Three to Loan and Security Agreement ]

EXHIBIT B

Form of Amendment No. 2 to Expense Reimbursement Waiver

[ To be attached ]

[ Exhibit B to Amendment Number Three to Loan and Security Agreement ]