0001144204-12-050732 Sample Contracts

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 11th, 2012 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York

This AMENDMENT NO. 1 to Registration Rights Agreement (this “Amendment”), dated as of May 31, 2012 (the “Effective Date”), is entered into between InspireMD, Inc. (the “Company”) and the purchasers of the Company’s 8% Original Issue Discount Senior Secured Convertible Debentures Due April 5, 2014 and associated Common Stock Purchase Warrants (the “Purchasers”, and each a “Purchaser”) that are identified on the signature page.

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Re: Mutual Waiver and Release (the "Release")
Mutual Waiver and Release • September 11th, 2012 • InspireMD, Inc. • Surgical & medical instruments & apparatus
OMNIBUS DEBENTURE AMENDMENT
Omnibus Debenture Amendment • September 11th, 2012 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York

This OMNIBUS DEBENTURE AMENDMENT (this “Amendment”), effective as of May 31, 2012 (the “Effective Date”) is entered into between INSPIREMD, INC. (the “Company”) and each holder of the Company’s 8% Original Issue Discount Senior Secured Convertible Debentures Due April 5, 2014 (the “Holders”, and each a “Holder”) that has executed the signature page hereto.

EXCLUSIVE DISTRIBUTION AGREEMENT
Exclusive Distribution Agreement • September 11th, 2012 • InspireMD, Inc. • Surgical & medical instruments & apparatus

THIS EXCLUSIVE DISTRIBUTION AGREEMENT (the “Agreement”), signed at 13 of May 2010 (the “Signing Date”), and entered into as of first order delivery date (the “Effective Date”), is made by and between INSPIREMD LTD of 3 Menorat Hamaor St. Tel Aviv 67448, Israel a Corporation organized and existing under the laws of Israel and any of its affiliated companies (under formation) (individually and collectively referred to as the “Supplier”), and Euromed Deutschland GmbH (the “Distributor”) of Helfmann-Park 10165760 Eschbom, Germany (the “Distributor”) (Each of the Company and the Distributor, a “Party” and together, the “Parties”).

EXCLUSIVE DISTRIBUTION AGREEMENT
Exclusive Distribution Agreement • September 11th, 2012 • InspireMD, Inc. • Surgical & medical instruments & apparatus

THIS EXCLUSIVE DISTRIBUTION AGREEMENT (the “Agreement”), entered into as of 5/26/2011 (the “Effective Date”), is made by and between InspireMD LTD of 3 Menorat Hamaor st. Tel Aviv, Israel, a Corporation organized and existing under the laws of Israel and any of its affiliated companies (under formation) (individually and collectively referred to as the “Supplier”), and Bosti Trading Ltd. (the “Distributor”) located at The Business Forum 30 Karpenisi Street, 1077 Nicosia, P.O. Box 20533, Cyprus (Each of the Company and the Distributor, a “Party” and together, the “Parties”).

ADDENDUM TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • September 11th, 2012 • InspireMD, Inc. • Surgical & medical instruments & apparatus

This Addendum (the “Addendum”), entered into as of January 18, 2011 (the “Effective Date”) is made by and between INSPIREMD LTD Of 3 Menorat Hamaor St., Tel Aviv 67448, Israel, a Corporation organized and existing under the laws of Israel and any of its affiliated companies (under formation) (individually and collectively termed to as the “Supplier”), and Kardia Srl, of Via Luigi Rizzo, 8/1, 20151 Milano, Italy (the “Distributor”) (each of the Supplier and the Distributor, a “Party” and together, the “Parties”).

EXCLUSIVE DISTRIBUTION AGREEMENT
Exclusive Distribution Agreement • September 11th, 2012 • InspireMD, Inc. • Surgical & medical instruments & apparatus

This Exclusive Distribution Agreement (the “Agreement”), entered into as of August 1, 2007 (the “Effective Date”), is made by and between INSPIRE MD LTD. of 3 Menorat Hamaor St. Tel Aviv 67448, Israel, a Corporation organized and existing under the laws of Israel and any of its affiliated companies (under formation) (individually and collectively referred to as the “Supplier”), and Kardia Srl, of Via Luigi Rizzo, 8/1, 20151 Milano, Italy, (the “Distributor”) (each of the Company and the Distributor, a “Party” and together, the “Parties”).

AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • September 11th, 2012 • InspireMD, Inc. • Surgical & medical instruments & apparatus

This Amendment is made and entered into as of this 29 day of August 2011 (the “Amendment”) by and among INSPIRE MD LTD (“Supplier”) and Bosti Trading Ltd. (“Distributor”).

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