Exhibit 99.2
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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY E35155-S66559 This proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is given, this proxy will be voted FOR and will be counted towards the majority required for the approval of the Merger, only if the undersigned provides the confirmation required by Item 1A. Please sign exactly as your name or names appear(s) on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. For Against Abstain ! ! ! ROSETTA GENOMICS LTD. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSAL BELOW. PLEASE SEE THE INSTRUCTIONS BELOW REGARDING ITEM 1A. ROSETTA GENOMICS LTD. ATTN: RON KALFUS 10 PLAUT ST., RABIN SCIENCE PARK REHOVOT, 76706 ISRAEL Yes No 1. The adoption and approval, pursuant to Section 320 of the Companies Law 5759-1999 of the State of Israel (the “Companies Law”), of the merger of Stone Marger Sub Ltd. (“Merger Sub”), a company incorporated under the laws of the State of Israel and a wholly owned subsidiary of Genoptix, Inc., a Delaware corporation (“Genoptix”), with and into Rosetta Genomics Ltd. (the “Company”), including the adoption and approval of: (i) the Agreement and Plan of Merger, dated as of December 14, 2017 (“Merger Agreement”), by and among Genoptix, Merger Sub and the Company; (ii) the merger of Merger Sub with and into the Company (the “Merger”) on the terms and subject to the conditions set forth in the Merger Agreement and in accordance with Sections 314 through 327 of the Companies Law, following which the separate corporate existence of Merger Sub shall cease and the Company shall become a private wholly owned direct subsidiary of Genoptix; (iii) the consideration to be received by the shareholders of the Company in the Merger, preliminarily estimated to be $0.60 to $0.70 in cash, without interest and less any applicable withholding taxes, for each ordinary share of the Company, NIS 7.2 nominal (par) value per share, held immediately prior to the effective time of the Merger, with the exact price per ordinary share dependent on the final amounts of deductions and adjustments detailed in the Merger Agreement that have not yet been fixed and the extent to which outstanding warrants are exercised and convertible debentures are converted prior to the effective time of the Merger; and (iv) all other transactions and arrangements contemplated by the Merger Agreement, including, without limitation, the purchase by the Company of a prepaid “tail” directors’ and officers’ liability insurance policy for a period of seven years following the effective time of the Merger. 1A. Are you a Genoptix Affiliate? A Genoptix Affiliate is defined as Genoptix, Merger Sub, or a holder of at least 25% of the means of control of either Genoptix or Merger Sub, or any person or entity acting on their behalf, including any family member of or entity controlled by any of the foregoing. IMPORTANT NOTE: If you wish to vote on proposal 1, you must provide a response by checking the applicable box for Item 1A. Under the Companies Law, your vote on proposal 1 cannot be counted unless you also vote on Item 1A so as to notify the Company whether or not you are a Genoptix Affiliate. ! ! VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.