Re: Exchange and Amendment Agreement
INSPIREMD, INC.
0 Xxxxxxx Xxxxxx Xx.
Xxx Xxxx, Xxxxxx 00000
April 15, 2013
Investors listed on signature page hereto
Re: Exchange and Amendment Agreement
Ladies and Gentlemen:
Reference is made to that certain Exchange and Amendment Agreement, dated as of April 9, 2013 (the “Agreement”), by and among InspireMD, Inc., a Delaware corporation (the “Company”), and certain holders identified on the signature pages thereto (the “Holders”), as such Agreement may be amended from time to time. All capitalized terms in this letter (the “Letter Agreement”) shall have the meanings assigned to them under the Agreement, unless otherwise defined herein.
By signature and countersignature below, the Company and the Holders agree that the form of the New Warrant, attached as Exhibit B to the Agreement, shall be replaced with the form attached hereto as Exhibit A-1. A marked copy of the form of the New Warrant showing the changes to the form of the New Warrant is attached hereto as Exhibit A-2.
Except as modified pursuant hereto, no other changes or modifications to the Agreement are intended or implied and in all other respects the Agreement is hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof. To the extent of a conflict between the terms of this Letter Agreement and the Agreement, the terms of this Letter Agreement shall control. The Agreement and this Letter Agreement shall be read and construed as one agreement.
| Very truly yours, | ||
| InspireMD, Inc. | ||
| By: | /s/ Xxxxx Xxxxx | |
Name: Title: |
Xxxxx
Xxxxx Chief Financial Officer | |
Acknowledged
and Agreed:
HUG FUNDING LLC
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx Title: Managing Member |
|
GENESIS OPPORTUNITY FUND LP
By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Member |
|
GENESIS ASSET OPPORTUNITY FUND LP
By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Member |
|
AYER
CAPITAL PARTNERS
By: /s/ Xxx Xxxxxxxxxx Name: Xxx Xxxxxxxxxx Title: Managing Member |
|
AYER
CAPITAL PARTNERS
By: /s/ Xxx Xxxxxxxxxx Name: Xxx Xxxxxxxxxx Title: Managing Member |
|
EPWORTH – AYER CAPITAL
By: /s/ Xxx Xxxxxxxxxx Name: Xxx Xxxxxxxxxx Title: Managing Member |
