PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 17th, 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. And Action Stock Transfer Corporation SERIES C WARRANT AGREEMENT Dated as of February [●], 2017Warrant Agreement • February 17th, 2017 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York
THIS SERIES C WARRANT AGREEMENT (this “Agreement”), dated as of February [●], 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).
Form of Placement Agent Warrant AgreementAgent Warrant Agreement • February 17th, 2017 • InspireMD, Inc. • Surgical & medical instruments & apparatus • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 181 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
