REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2012 • 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”).
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”).
COMMON STOCK PURCHASE WARRANT INSPIREMD, INC.InspireMD, Inc. • April 6th, 2012 • Surgical & medical instruments & apparatus
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 GUARANTEESubsidiary 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 6th, 2012 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 5, 2012, 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”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • April 6th, 2012 • InspireMD, Inc. • Surgical & medical instruments & apparatus
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of April 5, 2012, among Inspire M.D Ltd, a company formed under the laws of the State of Israel (the “Company”) and the holders (together with their endorsees, transferees and assigns, the “Secured Parties”) of the 8% Original Issue Discount Senior Secured Convertible Debentures (collectively, the “Debentures”) issued by InspireMD, Inc., a Delaware corporation and the sole shareholder of the Company (“Parent”).
DEPOSIT ACCOUNT CONTROL AGREEMENTBank Leumi Usa • April 6th, 2012 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York
Creditors executing on attached signature pages ("Creditor") InspireMD, Inc. ("Customer") Bank Leumi USA ("Bank") 564 Fifth Avenue ("Banking Office") New York, NY 10036
WHEREAS, the undersigned, InspireMD Ltd., a company organized and existing under the laws of the State of Israel and an over 98% owned subsidiary of Parent (as defined below), with its registered office at 4 Menorat Hamaor St., Tel Aviv Israel (the...Fixed and Floating Charge Debenture • April 6th, 2012 • InspireMD, Inc. • Surgical & medical instruments & apparatus
It is hereby agreed and acknowledged that the description of the Assets Subject to a Fixed Charge, including without limitations, the Company Patents, shall be amended and updated from time to time by the Pledgor, in accordance with the provisions hereof and the provisions of the Security Agreement. The Agent shall be exempt from taking any action whatsoever in connection with the Charged Documents and shall not be liable for any loss or damage (other than for damages caused by the wilful misconduct of the Agent or anyone on its behalf) which may be caused in connection therewith and the Pledgor undertakes to indemnify the Agent in any event that the Agent is sued for any such loss of damage by others.
SECURITY AGREEMENTSecurity Agreement • April 6th, 2012 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York
This SECURITY AGREEMENT, dated as of April 5, 2012 (this “Agreement”), is among InspireMD, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the Agent (as defined in Section 18 below), for the benefit of the holders of the Company’s 8% Original Issue Discount Senior Secured Convertible Debentures due two years following their issuance, in the original aggregate principal amount of $11,702,127 (collectively, as amended and in effect from time to time, the “Debentures”), their endorsees, transferees and assigns (collectively, the “Secured Parties”).
