Shares InspireMD, Inc. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 2013 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York
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).
EXCHANGE AND AMENDMENT AGREEMENTExchange and Amendment Agreement • April 9th, 2013 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York
This exchange and AMENDMENT AGREEMENT (this “Agreement”), effective as of April 9, 2013 (the “Effective Date”), is entered into among INSPIREMD, INC. (the “Company”) and each holder of the Company’s 8% Original Issue Discount Senior Secured Convertible Debentures Due April 5, 2014 and five-year warrants to purchase an aggregate of 835,867 shares of common stock, $.0001 par value per share, of the Company (the “Common Stock”), at an exercise price of $7.20 per share issued on April 5, 2012 (as adjusted for the Company’s one-for-four reverse stock split of its Common Stock on December 21, 2012) (the “Holders,” and each a “Holder”), that has executed the signature page hereto.
