InspireMD, Inc. Sample Contracts

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 15th, 2023 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 12, 2023, between InspireMD, Inc., a Delaware 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 AGREEMENT
Registration Rights Agreement • May 15th, 2023 • InspireMD, Inc. • Surgical & medical instruments & apparatus

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

UNDERWRITING AGREEMENT between INSPIREMD, INC. and as Representative of the Several Underwriters INSPIREMD, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • January 29th, 2021 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York

As Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenue, 36th Floor New York, New York 10022

PRE-FUNDED COMMON STOCK PURCHASE WARRANT
InspireMD, Inc. • June 1st, 2020 • Surgical & medical instruments & apparatus • New York

THIS PRE-FUNDED COMMON STOCK 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 the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from InspireMD, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

InspireMD, Inc. 486,957 Shares of Common Stock (par value $0.0001 per share) Underwriting Agreement
Underwriting Agreement • April 4th, 2019 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York

InspireMD, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 486,957 shares of its common stock, par value $0.0001 per share (the “Shares”). The 486,957 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 73,043 Shares as provided in Section 2. The additional 73,043 Shares that may be sold by the Company pursuant to such option are collectively called the “Option Shares.” The Firm Shares and, if and to the extent such option is exercised, the Option Shares, are collectively called the “Offered Shares.” H.C. Wainwright & Co., LLC (“Wainwright”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are

Series K COMMON STOCK PURCHASE WARRANT INSPIREMD, INC.
InspireMD, Inc. • May 15th, 2023 • Surgical & medical instruments & apparatus • New York

THIS SERIES K COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or [its/his/her] 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. Eastern time on the earlier of (i) May 15, 2028 and (ii) 20 Trading Days following the end of the fourth fiscal quarter after the fiscal quarter in which the first commercial sales of the CGuard Carotid Stent System in the United States begin (the “Termination Date”) but not thereafter, to subscribe for and purchase from InspireMD, Inc., a Delaware corporation (the “Company”), up to _________ shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in

COMMON STOCK PURCHASE WARRANT INSPIREMD, INC.
Common Stock Purchase Warrant • January 29th, 2021 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York

THIS COMMON STOCK 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. Eastern time on _____________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from InspireMD, Inc., a Delaware corporation (the “Company”), up to _________ shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE ___________
InspireMD, Inc. • April 6th, 2012 • Surgical & medical instruments & apparatus • New York

THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured Convertible Debentures of InspireMD, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 3 Menorat Hamaor Street, Tel Aviv, Israel 67448, designated as its 8% Original Issue Discount Senior Secured Convertible Debentures due ___________ (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

INSPIREMD, INC. and ACTION STOCK TRANSFER CORPORATION RIGHTS AGREEMENT Dated as of October 22, 2013
Rights Agreement • October 25th, 2013 • InspireMD, Inc. • Surgical & medical instruments & apparatus • Delaware
Shares InspireMD, Inc. Common Stock FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • April 9th, 2013 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York
COMMON STOCK PURCHASE WARRANT INSPIREMD, inc.
InspireMD, Inc. • April 15th, 2013 • Surgical & medical instruments & apparatus • New York

THIS COMMON STOCK 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 the date hereof (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 InspireMD, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SUBSIDIARY GUARANTEE
Subsidiary Guarantee • April 6th, 2012 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York

SUBSIDIARY GUARANTEE, dated as of April 5, 2012 (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 InspireMD, Inc., a Delaware corporation (the “Company”) and the Purchasers (the “Purchase Agreement”).

Form of Underwriter’s Warrant Agreement
InspireMD, Inc. • January 29th, 2021 • Surgical & medical instruments & apparatus • New York

THIS PURCHASE WARRANT IS EXERCISABLE ON [________], 2021. VOID AFTER 5:00 P.M., EASTERN TIME, [________], 2026 [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT].

INSPIREMD, INC. Common Stock SALES AGREEMENT
Sales Agreement • June 3rd, 2022 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York

InspireMD, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows:

Form of Underwriter’s Warrant Agreement
Common Stock Purchase Warrant • March 16th, 2016 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) DAWSON JAMES SECURITIES, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF DAWSON JAMES SECURITIES, INC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

INDEMNITY AGREEMENT
Indemnity Agreement • August 26th, 2011 • InspireMD, Inc. • Surgical & medical instruments & apparatus • Delaware

This Indemnity Agreement, dated as of _________, is made by and between InspireMD, Inc., a Delaware corporation (the “Company”), and ____________ (the “Indemnitee”).

Contract
Warrant Agreement • June 14th, 2016 • InspireMD, Inc. • Surgical & medical instruments & apparatus • California

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • March 6th, 2017 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York

This letter (this “Agreement”) constitutes the agreement between InspireMD, Inc., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson” or the “Placement Agent”) pursuant to which Dawson shall serve as the exclusive placement agent (the “Services”) for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that Dawson’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing the Securities.

INSPIREMD, INC. Common Stock (par value $0.0001 per share) At-the-Market Issuance Sales Agreement
InspireMD, Inc. • October 24th, 2013 • Surgical & medical instruments & apparatus • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 4th, 2015 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 4, 2015, between InspireMD, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

COMMON STOCK PURCHASE WARRANT INSPIREMD, inc.
Notice of Exercise • April 9th, 2013 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York

THIS COMMON STOCK 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 the date hereof (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 InspireMD, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 25th, 2013 • InspireMD, Inc. • Surgical & medical instruments & apparatus • California

THIS LOAN AND SECURITY AGREEMENT is made and dated as of October 23, 2013 and is entered into by and among (a) INSPIREMD, INC., a Delaware corporation (“US Borrower”), and INSPIRE M.D LTD, a company organized under the laws of the State of Israel (“ISR Borrower”) (US Borrower and ISR Borrower are hereinafter jointly and severally, individually and collectively, referred to as “Borrower”), and (b) HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 6th, 2011 • InspireMD, Inc. • Metal mining • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 30, 2011, is made by and between InspireMD, Inc., a Delaware corporation (“Seller”), and Lynn Briggs (“Buyer”).

INSPIREMD, INC. and Action Stock Transfer Corporation SERIES B WARRANT AGREEMENT Dated as of March 14, 2017
Warrant Agreement • April 4th, 2017 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York

THIS SERIES B WARRANT AGREEMENT (this “Agreement”), dated as of March 14, 2017 is by and between InspireMD, Inc., a Delaware corporation (the “Company”), and Action Stock Transfer Corporation, as warrant agent (the “Warrant Agent”, also collectively referred to herein as the “Transfer Agent,” and subject to the appointment of a successor Warrant Agent pursuant to Section 7.3).

INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • June 5th, 2014 • InspireMD, Inc. • Surgical & medical instruments & apparatus
EMPLOYMENT AGREEMENT
Employment Agreement • December 10th, 2019 • InspireMD, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of December 9, 2019 and is entered into by and between Marvin Slosman (the “Executive”) and InspireMD, Inc. (the “Company”). The Company and the Executive shall be referred to herein as the “Parties.”

OPTION CANCELLATION AND RELEASE AGREEMENT
Option Cancellation and Release Agreement • January 28th, 2016 • InspireMD, Inc. • Surgical & medical instruments & apparatus • Delaware

This OPTION CANCELLATION AND RELEASE AGREEMENT (this “Agreement”), dated as of January 26, 2016 (the “Cancellation Date”), is entered into by and between InspireMD, Inc., a Delaware corporation (the “Company”) and Sol J. Barer (the “Optionholder”), a member of the Board of Directors of the Company (the “Board”).

Contract
InspireMD, Inc. • April 6th, 2011 • Metal mining

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

InspireMD, Inc. [●] Shares of Common Stock Pre-Funded Warrants to Purchase [●] Shares of Common Stock and Warrants to Purchase [●] Shares of Common Stock
Underwriting Agreement • September 13th, 2019 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York

InspireMD, Inc., Inc., a company incorporated under the laws of the State of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of (a) [●] shares of common stock (the “Firm Shares”), par value $0.0001 per share, of the Company (the “Common Stock”) and (b) [●] pre-funded warrants to purchase [●] shares of Common Stock at an exercise price of $0.01 per share (the “Pre-Funded Warrants”); and (ii) [●] Series E warrants to purchase [●] shares of Common Stock (the “Firm Warrants” and, collectively with the Firm Shares and the Pre-Funded Warrants, the “Firm Securities”). The amount and form of the Firm Securities to be purchased by each Underwriter is set forth opposite its name on Schedule A hereto. The Company also proposes to sell to each Underwriter, at the option of the Underwriter, up to an additional [●] shares of Common Stock (the “Option Shares”) and/or Series E warrants to purchase up to an aggre

EMPLOYMENT AGREEMENT
Employment Agreement • October 27th, 2016 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of October 24, 2016 and is entered into by and between Agustin Gago (the “Executive”) and InspireMD, Inc. (the “Company”). The Company and the Executive shall be referred to herein as the “Parties.”

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 22nd, 2011 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of April 18, 2011 by and among InspireMD, Inc., a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto and such purchasers’ respective successors and assigns (individually, a “Purchaser” and collectively, the “Purchasers”).

INDUCEMENT NONQUALIFIED STOCK OPTION AWARD AGREEMENT INSPIREMD, INC.
Inducement Nonqualified Stock Option Award Agreement • January 2nd, 2024 • InspireMD, Inc. • Surgical & medical instruments & apparatus
RESTRICTED STOCK UNIT AWARD AGREEMENT INSPIREMD, INC.
Restricted Stock Unit Award Agreement • June 5th, 2014 • InspireMD, Inc. • Surgical & medical instruments & apparatus
NONQUALIFIED STOCK OPTION AGREEMENT INSPIREMD, INC.
Nonqualified Stock Option Agreement • March 7th, 2022 • InspireMD, Inc. • Surgical & medical instruments & apparatus
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