GREENBERG TRAURIG, LLP ATTORNEYS AT LAW WWW.GTLAW.COM ©2012. All rights reserved.

Global Capital Raising

Contact:Gary Epstein Chair, Global Corporate and Securities Practice and Managing Partner of the Tel Aviv Office

E-mail: EpsteinG@gtlaw.com Tel: 305-579-0894

Greenberg Traurig Offices: Connecting Israel to Major Commercial Centers

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Areas of Legal Practice

ADA, Accessibility, Building & Life Safety Codes

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Raising Capital in the Global Markets - London

London is the leading global financial center (source: The Global Financial Centers Index, Sept. 2012)

Ahead of New York and the rest of the world

The London Stock Exchange is the most successful international stock market

London Stock Exchange

As of September 2012:□ 2218 companies listed in London

□ 541 are overseas companies from around 70 countries

Divided into:□ The main market - premium and standard

segments

□ AIM

□ The Professional Securities Market

□ The Specialist Funds Market

London Stock Exchange, cont’d

Full range of securities can be listed□ Ordinary Shares

□ Preference Shares

□ Debt

□ Depositary Receipts

□ Investment Entities

□ Securitized Derivatives

□ Securitized Commodities

□ UK REITs

Raising Capital in the Global Markets - Warsaw

The Polish Capital Market is one of the most vibrant in Europe.

Warsaw Stock Exchange (WSE) is one of the most active and fastest growing stock markets in the region.

Polish banks still finance business projects unlike their founders in various euro countries.

There is an abundance of private equity funds in Warsaw seeking investments.

United States

Equity raised from Israeli companies in the last 3-5 years

20 deals total: 1 IPO, 3 PIPEs & 16 Follow On Offerings

2012 has 4 deals (to date)

2011 had 7 deals

2010 had 4 deals

2009 had 4 deals

2008 had 1 deal

All Transactions

Announced Date Target/Issuer Exchange:Ticker

Total

Transaction

Value

($USDmm)

Geographic Locations

[Target/Issuer]

Industry Classifications

[Target/Issuer] Transaction Primary Features

All Transactions

Closed Date

06/25/2012 Rosetta Genomics, Ltd. (NasdaqCM:ROSG)

NasdaqCM:ROSG 27.5 Israel (Primary) Healthcare (Primary) Follow-on Equity Offering 08/02/2012

05/10/2012 PROLOR Biotech, Inc. (AMEX:PBTH) AMEX:PBTH 32.5 Israel (Primary) Healthcare (Primary) Follow-on Equity Offering 05/11/2012

04/05/2012 magicJack VocalTec Ltd. (NasdaqGM:CALL)

NasdaqGM:CALL 16.47 Israel (Primary) Telecommunication Services (Primary)

Follow-on Equity Offering 05/16/2012

02/15/2012 Protalix BioTherapeutics, Inc. (AMEX:PLX)

AMEX:PLX 23.63 Israel (Primary) Healthcare (Primary) Follow-on Equity Offering 02/16/2012

11/08/2011 Allot Communications Ltd. (NasdaqGS:ALLT)

NasdaqGS:ALLT 78.38 Israel (Primary) Software and Services (Primary) Follow-on Equity Offering 11/08/2011

09/19/2011 Mellanox Technologies, Ltd. (NasdaqGS:MLNX)

NasdaqGS:MLNX 95.25 Israel (Primary) Semiconductors and Semiconductor Equipment (Primary)

Follow-on Equity Offering 09/20/2011

05/18/2011 Orbotech Ltd. (NasdaqGS:ORBK) NasdaqGS:ORBK 83.75 Israel (Primary) Technology Hardware and Equipment (Primary)

Follow-on Equity Offering 05/24/2011

05/11/2011 Magal Security Systems Ltd. (NasdaqGM:MAGS)

NasdaqGM:MAGS 15.98 Israel (Primary) Technology Hardware and Equipment (Primary)

Follow-on Equity Offering 08/02/2011

04/04/2011 SodaStream International Ltd. (NasdaqGS:SODA)

NasdaqGS:SODA 261.42 Israel (Primary) Consumer Discretionary (Primary) Follow-on Equity Offering 04/14/2011

03/17/2011 Protalix BioTherapeutics, Inc. (AMEX:PLX)

AMEX:PLX 22.0 Israel (Primary) Healthcare (Primary) Follow-on Equity Offering 03/17/2011

02/02/2011 On Track Innovations Ltd. (NasdaqGM:OTIV)

NasdaqGM:OTIV 15.65 Israel (Primary) Technology Hardware and Equipment (Primary)

Follow-on Equity Offering 02/02/2011

12/20/2010 Magic Software Enterprises Ltd. (NasdaqGS:MGIC)

NasdaqGS:MGIC 21.19 Israel (Primary) Software and Services (Primary) PIPE 12/23/2010

10/19/2010 SodaStream International Ltd. (NasdaqGS:SODA)

NasdaqGS:SODA 108.95 Israel (Primary) Consumer Discretionary (Primary) IPO 11/02/2010

03/11/2010 PROLOR Biotech, Inc. (AMEX:PBTH) AMEX:PBTH 24.4 Israel (Primary) Healthcare (Primary) PIPE 03/17/2010

02/03/2010 Nova Measuring Instruments Ltd. (NasdaqGS:NVMI)

NasdaqGS:NVMI 15.98 Israel (Primary) Semiconductors and Semiconductor Equipment (Primary)

Follow-on Equity Offering 02/04/2010

12/15/2009 EZchip Semiconductor Ltd. (NasdaqGS:EZCH)

NasdaqGS:EZCH 40.56 Israel (Primary) Semiconductors and Semiconductor Equipment (Primary)

Follow-on Equity Offering 12/16/2009

11/19/2009 G. Willi Food-International Ltd. (NasdaqCM:WILC)

NasdaqCM:WILC 20.0 Israel (Primary) Consumer Staples (Primary) Follow-on Equity Offering 03/12/2010

10/30/2009 Compugen Ltd. (NasdaqCM:CGEN) NasdaqCM:CGEN 20.0 Israel (Primary) Healthcare (Primary) Follow-on Equity Offering 12/30/2009

09/02/2009 Tower Semiconductor Ltd. (NasdaqGM:TSEM)

NasdaqGM:TSEM 21.11 Israel (Primary) Semiconductors and Semiconductor Equipment (Primary)

Follow-on Equity Offering 09/14/2009

08/20/2008 Tower Semiconductor Ltd. (NasdaqGM:TSEM)

NasdaqGM:TSEM 20.0 Israel (Primary) Semiconductors and Semiconductor Equipment (Primary)

PIPE 01/07/2009

SPAC Transactions within the last 6 months

PIPEs Transactions within the last 6 months

JOBS Act

JOBS Act signed into law in early April 2012

Designed to encourage smaller companies to go public through a phase-in of disclosure requirements

Creates a new category of issuer: “Emerging Growth Companies”

□ Total annual revenue of less than $1 billion

□ Remains an EGC until:

The last day of the fiscal year in which the issuer had $1 billion or more in annual revenues;

The last day of the fiscal year following the 5th anniversary of IPO;

The date on which the issuer has, during the previous 3-year period, issued more than $1 billion in non-convertible debt; or

The date when the issuer is deemed to be a “large accelerated filer” under SEC rules.

JOBS Act, cont’d

EGCs have easier access to U.S. public markets□ Reduced disclosure requirements and confidential

filings in connection with IPOs, including:

Only two years of audited financials

Exemption from Say-on-Pay advisory votes

Delay in compliance with auditor attestation on internal controls and other related concessions

□ Ability to “test the waters” by engaging in oral or written communications with potential investors that are QIBs or institutions that are accredited investors to determine whether such investors might have an interest in a contemplated securities offering

JOBS Act, cont’d

JOBS Act provides greater flexibility in private offerings□ SEC has proposed rules to remove the prohibition

against general solicitation and general advertising in offerings pursuant to Rule 506 under Regulation D, provided that the issuer verifies all of the purchasers of securities are accredited investors.

□ In addition, general solicitation and general advertising would not be prohibited in secondary sales under Rule 144A so long as only QIBs are purchasers in the offering.

□ Final rules are expected to be adopted prior to 12/31/12

JOBS Act, cont’d

Practical Impact and Market Trends□ EGCs have taken advantage of the ability to file for

an IPO on a confidential basis and resolve all SEC comments before public marketing commences

Issuer has ability to “pull” or withdraw the filing without the public ever knowing an IPO was contemplated

□ Current market trend is to “pre-sell” the IPO to ensure its success

EGC can “test the waters” prior to public launch

Success of transaction heightened despite volatile markets

JOBS Act, cont’d

Pre-Selling IPO:□ EGCs include a concurrent private placement at

IPO price or secure “indications of interest” from strategic partners or key investors prior to launch of roadshow

□ Concurrent private placement relies on “Black Box” no-action letter and its progeny

□ Typically 2/3 – 3/4 of IPO is “pre-sold”

□ Requires disclosure of concurrent private placement and indications of interest in prospectus

□ Very effective for technology/life science companies that have existing relationships with strategies

□ Private placement shares subject to long-term lock-up (6 months to one year)