Exhibit 10.6


 


PLACEMENT AGENCY AGREEMENT


 


Dawson James Securities,
Inc.

1 North Federal Highway

Boca Raton, Florida 33432


 


March 16, 2016


 


Ladies and Gentlemen:


 


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 best efforts basis, in connection with the proposed private
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.


 


		1.	Appointment of Dawson James Securities, Inc. as Exclusive
Placement Agent.



 


On the basis of the
representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions
of this Agreement, the Company hereby appoints the Placement Agent as its exclusive placement agent in connection with a distribution
of its Securities to be offered and sold by the Company in reliance upon the exemption from securities registration afforded by
Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation
D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the Securities Act, and Dawson agrees to act as the Company’s exclusive Placement Agent. Pursuant to this appointment,
the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the Securities of the Company in
the proposed Offering. The Company shall have the sole right to accept offers to purchase Securities and may reject any such offer,
in whole or in part.


 


		2.	Fees and Expenses.



 


In connection with
the Placement Agent services described above, the Company shall pay to Dawson the following:


 


A.           Placement
Agent Fee. Placement Agent in cash by wire transfer in immediately available funds to an account or accounts designated by
the Placement Agent an amount (the “Placement Fee”) equal to eight percent (8%) of the aggregate gross proceeds received
by the Company from the sale of the Securities at the closing of the Offering (the “Closing” and the date on which
the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agent or its designees at the
Closing one five-year warrant to purchase such number of shares equal to 5% of the shares of Common Stock included in the Units
(as defined below) sold in this Offering at an exercise price of $0.7375 (125% of the price per Unit) (the “Placement Agent
Warrants” and together with the shares of Common Stock underlying the Placement Agent Warrants, the “Placement Agent
Securities”).


 


B.           Offering
Expenses. The Company will be responsible for and will pay all expenses relating to the Offering, including, without limitation,
diligence expenses and legal fees of Dawson’s counsel not to exceed in the aggregate $25,000. The Company shall reimburse
Dawson for the expenses set forth herein on the Closing Date.


 




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		3.	Description of the Offering.



 


The
Securities to be offered directly to various investors (each, an “Investor” or “Purchaser” and, collectively,
the “Investors” or the “Purchasers”) in the Offering shall be up to 1,100,000 units (“Units”)
of securities, each such Unit consisting of (a) one share of the Company’s common stock (the “Common Stock”)
(the “Shares”) and (b) a warrant, which warrant is each exercisable to purchase 0.5 shares of Common Stock (the “Warrants”)
at an exercise price of $0.59 per whole share (the “Warrants”). The term “Securities”
shall mean the Units, the Common Stock underlying the Units, the Warrants and the Common Stock underlying the Warrants. 


 


The Offering documents
shall consist of the Securities Purchase Agreement dated March 16, 2016, and all exhibits attached thereto (collectively, the foregoing
are referred to as the “Subscription Documents”). If the Company shall default in its obligations to deliver
Securities to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against
any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement.


 


		4.	Delivery and Payment; Closing.



 


Investors purchasing
Securities shall by check or wire transfer pay for such Securities by transmitting payment to the Company at Closing. At Closing,
the Company shall wire payment of all fees and expenses to the Placement Agent as provided herein. The Securities shall be registered
in such name or names and in such authorized denominations as the Placement Agent may request in writing prior to the Closing Date.
The Closing shall occur at such place as shall be agreed upon by the Placement Agent and the Company. In the absence of an agreement
to the contrary, the Closing shall take place at the offices of Schiff Hardin LLP, 901 K Street, NW, Suite 700, Washington, DC
20001. Deliveries of the documents with respect to the purchase of the Securities, if any, shall be made at the offices of Schiff
Hardin, LLP, 901 K Street, NW, Suite 700, Washington, DC 20001 on the Closing Date. All actions taken at a Closing shall be deemed
to have occurred simultaneously.


 


		5.	Term and Termination of Agreement.



 


The term of this Agreement
will commence upon the execution of this Agreement and will terminate at the earlier of the Closing of the Offering or 11:59 p.m.
(New York Time) on March 22, 2016.


 


		6.	Permitted Acts.



 


Nothing in this Agreement
shall be construed to limit the ability of the Placement Agent, its officers, directors, employees, agents, associated persons
and any individual or entity “controlling,” controlled by,” or “under common control” with the Placement
Agent (as those terms are defined in Rule 405 under the Securities Act) to conduct its business including without limitation the
ability to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship
with any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


		7.	Representations, Warranties and Covenants of the Company.



 


As of the date and
time of the execution of this Agreement and the Closing Date, the Company (i) makes such representations and warranties to the
Placement Agent as are set forth in Section 2 of the Underwriting Agreement dated March 16, 2016 between the parties, and (ii)
hereby further represents, warrants and covenants to the Placement Agent that:


 


A.           Securities
Sold Pursuant to this Agreement. The Securities have been duly authorized for issuance and sale and, when issued and paid for,
will be validly issued; the Common Stock underlying the Warrants and Placement Agent Warrants has been duly authorized for issuance
and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; the Securities are not and will
not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by
the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been
duly and validly taken. The Securities conform in all material respects to all statements with respect thereto contained in the
Subscription Documents.


 




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B.           No
Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the consummation by the Company of
the transactions herein contemplated and the compliance by the Company with the terms hereof do not and will not, with or without
the giving of notice or the lapse of time or both: (i) result in a material breach of, or conflict with any of the terms and provisions
of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge
or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company
is a party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may
be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any
existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign,
having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”) as of
the date hereof, except for such violations that would not reasonably be expected to result in a material adverse effect on the
Company.


 


C.           Corporate
Power; Licenses; Consents. The Company has all corporate power and authority to enter into this Agreement and to carry out
the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have
been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required
for the valid issuance, sale and delivery of the Securities and the consummation of the transactions and agreements contemplated
by this Agreement and as contemplated in the Subscription Documents, except with respect to applicable federal and state securities
laws.


 


D.           No
Fiduciary Duties. The Company acknowledges and agrees that the Placement Agent’s responsibility to the Company is solely
contractual in nature and that neither the Placement Agent nor its affiliates or any selling agent shall be deemed to be acting
in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering
and the other transactions contemplated by this Agreement.


 


E.           Blue
Sky Qualifications. The Company shall use its best efforts, in cooperation with the Placement Agent, if necessary, to qualify
the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign)
as the Placement Agent may designate and to maintain such qualifications in effect so long as required to complete the distribution
of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process
or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject
itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.


 


F.           No
General Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged
in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or
sale of the Securities.


 


G.           No
Integrated Offering. None of the Company or any of its affiliates, nor any Person acting on their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration
of the issuance of any of the Securities under the Securities Act, whether through integration with prior offerings or otherwise,
or cause this offering of the Securities to require approval of stockholders of the Company under any applicable stockholder approval
provisions. None of the Company, its affiliates, nor any person acting on their behalf will take any action or steps that would
require registration of the issuance of any of the Securities under the Securities Act or cause the offering of any of the Securities
to be integrated with other offerings of securities of the Company.


 


H.           Reservation
of Shares. So long as any of the Warrants or Placement Agent Warrants remain outstanding, the Company shall take all action
necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 100% of the maximum number of
shares of Common Stock issuable upon exercise of the Warrants or Placement Agent Warrants.


 




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I.           Regulation
D Compliance. None of the Company or the Company’s directors, executive officers or, to the Company’s knowledge,
its affiliates is a “bad actor” as defined in Rule 506(d) of the Securities Act.


 


		8.	Conditions of the Obligations of the Placement Agent.



 


The obligations of
the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company
set forth in Section 7 hereof, in each case as of the date hereof and as of the Closing Date as though then made, to the timely
performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the
following additional conditions: 


 


A.           Form
D and Blue Sky. The Company shall, if required by law, file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof to Placement Agent promptly after such filing. The Company shall, on or before the Closing Date,
take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to, qualify the
Securities for sale to the Investors at the Closing pursuant to this Agreement under applicable securities or “blue sky”
laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any
such action so taken to the Placement Agent on or prior to the Closing Date. Without limiting any other obligation of the Company
under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the Securities required
under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable
“blue sky” laws), and the Company shall comply with all applicable federal, state, local and foreign laws, statutes,
rules, regulations and the like relating to the offering and sale of the Securities to the Investors.


 


		9.	Indemnification and Contribution; Procedures.



 


A.           Indemnification
of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person
controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents
and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity
or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages,
judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each
Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons,
except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance
payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions,
whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement
of a material fact contained in (i) the Subscription Documents (as from time to time each may be amended and supplemented); (ii)
any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of
the Offering, including any term sheets or “road show” or investor presentations made to investors by the Company (whether
in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively
called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction
in order to qualify the Securities under the securities laws thereof or to file for an exemption from such requirement or filed
with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with,
information provided to the Company in writing specifically for use in an application or in the Subscription Documents (the “Placement
Agent’s Information”). The Company also agrees to reimburse each Indemnified Person for all Expenses as they are
incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement.


 




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B.           Procedure.
Upon receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect to which indemnity
may reasonably be expected to be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing;
provided that failure by any Indemnified Person so to notify the Company shall not relieve the Company from any obligation or liability
which the Company may have on account of this Section 9 or otherwise to such Indemnified Person. The Company shall, if requested
by the Placement Agent, assume the defense of any such action (including the employment of counsel designated by the Placement
Agent and reasonably satisfactory to the Company). Any Indemnified Person shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified
Person unless: (i) the Company has failed promptly to assume the defense and employ separate counsel designated by the Placement
Agent for the benefit of the Placement Agent and the other Indemnified Persons or (ii) such Indemnified Person shall have been
advised that in the opinion of counsel that there is an actual or potential conflict of interest that prevents (or makes it imprudent
for) the counsel designated by the Placement Agent and engaged by the Company for the purpose of representing the Indemnified Person,
to represent both such Indemnified Person and any other person represented or proposed to be represented by such counsel. The Company
shall not be liable for any settlement of any action effected without its written consent (which shall not be unreasonably withheld).
In addition, the Company shall not, without the prior written consent of the Placement Agent, settle, compromise or consent to
the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement,
indemnification or contribution may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such
settlement, compromise, consent or termination (i) includes an unconditional release of each Indemnified Person, acceptable to
such Indemnified Party, from all Liabilities arising out of such action for which indemnification or contribution may be sought
hereunder and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf
of any Indemnified Person. The advancement, reimbursement, indemnification and contribution obligations of the Company required
hereby shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as every Liability
and Expense is incurred and is due and payable, and in such amounts as fully satisfy each and every Liability and Expense as it
is incurred (and in no event later than 30 days following the date of any invoice therefore).


 


C.           Indemnification
of the Company. The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its executive officers
and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against
any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made
in the Subscription Documents or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement
Agent’s Information. In case any action shall be brought against the Company or any other person so indemnified based on
the Subscription Documents or any amendment or supplement thereto, and in respect of which indemnity may be sought against the
Placement Agent, the Placement Agent shall have the rights and duties given to the Company, and the Company and each other person
so indemnified shall have the rights and duties given to the Placement Agent by the provisions of Section 9.B. The Company agrees
promptly to notify the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its executive
officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Subscription Documents.


 


D.           Contribution.
In the event that a court of competent jurisdiction makes a finding that indemnity is unavailable to an Indemnified Person, the
Company shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate
to reflect (i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person,
on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding
clause is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company, on the one
hand, and the Placement Agent and any other Indemnified Person, on the other hand, in connection with the matters as to which such
Liabilities or Expenses relate, as well as any other relevant equitable considerations; provided that in no event shall the Company
contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities
and Expenses in excess of the amount of commissions actually received by the Placement Agent pursuant to this Agreement. The relative
fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or
the Placement Agent on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission. The Company and the Placement Agent agree that it would not be just and equitable if contributions
pursuant to this subsection (D) were determined by pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to above in this subsection (D). For purposes of this paragraph, the relative
benefits to the Company, on the one hand, and to the Placement Agent on the other hand, of the matters contemplated by this Agreement
shall be deemed to be in the same proportion as: (a) the total value received by the Company in the Offering, whether or not such
Offering is consummated, bears to (b) the commissions paid to the Placement Agent under this Agreement. Notwithstanding the above,
no person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to
contribution from a party who was not guilty of fraudulent misrepresentation.


 




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E.           Limitation.
The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or
otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant
to this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with
any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that
Liabilities (and related Expenses) of the Company have resulted exclusively from such Indemnified Person’s gross negligence
or willful misconduct in connection with any such advice, actions, inactions or services.


 


F.           Survival.
The advancement, reimbursement, indemnity and contribution obligations set forth in this Section 9 shall remain in full force and
effect regardless of any termination of, or the completion of any Indemnified Person’s services under or in connection with,
this Agreement.


 


		10.	Limitation of Dawson’s Liability to the Company.



 


Dawson and the Company
further agree that neither Dawson nor any of its affiliates or any of their respective officers, directors, controlling persons
(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents shall have any
liability to the Company, its security holders or creditors, or any person asserting claims on behalf of or in the right of the
Company (whether direct or indirect, in contract or tort, for an act of negligence or otherwise) for any losses, fees, damages,
liabilities, costs, expenses or equitable relief arising out of or relating to this Agreement or the Services rendered hereunder,
except for losses, fees, damages, liabilities, costs or expenses that arise out of or are based on any action of or failure to
act by Dawson and that are finally judicially determined to have resulted solely from the gross negligence or willful misconduct
of Dawson.


 


		11.	Limitation of Engagement to the Company.



 


The Company acknowledges
that Dawson has been retained only by the Company, that Dawson is providing services hereunder as an independent contractor (and
not in any fiduciary or agency capacity) and that the Company’s engagement of Dawson is not deemed to be on behalf of, and
is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto
as against Dawson or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise expressly
agreed in writing by Dawson, no one other than the Company is authorized to rely upon any statement or conduct of Dawson in connection
with this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by Dawson to the Company
in connection with Dawson’s engagement is intended solely for the benefit and use of the Company’s management and directors
in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights
or remedies upon, any other person or be used or relied upon for any other purpose. Dawson shall not have the authority to make
any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced
to it by Dawson. The Company agrees that it will perform and comply with the covenants and other obligations set forth in any purchase
agreement and related transaction documents between the Company and the Investors in the Offering, if any, and that Dawson will
be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such purchase
agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly
to Dawson by the Company, provided that no such representations, warranties, agreements and covenants shall in any way limit or
modify the representations, warranties, agreements and covenants set forth in this Agreement.


 




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		12.	Amendments and Waivers.



 


No supplement, modification
or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. The failure of a party
to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless
of whether similar), nor shall any such waiver be deemed or constitute a continuing waiver unless otherwise expressly provided.


 


		13.	Confidentiality.



 


In the event of the
consummation or public announcement of any Offering, Dawson shall have the right to disclose its participation in such Offering,
including, without limitation, the placement at its cost of “tombstone” advertisements in financial and other newspapers
and journals. Dawson agrees not to use any confidential information concerning the Company provided to Dawson by the Company for
any purposes other than those contemplated under this Agreement.


 


		14.	Headings.



 


The headings of the
various sections of this Agreement have been inserted for convenience of reference only and will not be deemed to be part of this
Agreement.


 


		15.	Counterparts.



 


This Agreement may
be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be
deemed to be an original and all such counterparts shall together constitute one and the same instrument.


 


		16.	Severability.



 


In case any provision
contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions contained herein will not in any way be affected or impaired thereby.


 


		17.	Absence of Fiduciary Relationship.



 


The Company acknowledges
and agrees that: (a) the Placement Agent has been retained solely to act as Placement Agent in connection with the sale of the
Securities and that no fiduciary, advisory or agency relationship between the Company and the Placement Agent has been created
in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Placement Agent has advised or
is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established
by the Company following discussions and arms-length negotiations with the Placement Agent and the Company is capable of evaluating
and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;
(c) it has been advised that the Placement Agent and its affiliates are engaged in a broad range of transactions that may involve
interests that differ from those of the Company and that the Placement Agent has no obligation to disclose such interest and transactions
to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Placement Agent
is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Placement Agent, and not
on behalf of the Company.


 




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		18.	Survival Of Indemnities, Representations, Warranties,
Etc.



 


The respective indemnities,
covenants, agreements, representations, warranties and other statements of the Company and Placement Agent, as set forth in this
Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation
made by or on behalf of the Placement Agents, the Company, the Purchasers or any person controlling any of them and shall survive
delivery of and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation any
termination pursuant to Section 5, the payment, reimbursement, indemnity, contribution and advancement agreements contained in
Sections 2, 9, and 10, respectively, and the Company’s covenants, representations, and warranties set forth in this Agreement
shall not terminate and shall remain in full force and effect at all times. The indemnity and contribution provisions contained
in Section 9 and the covenants, warranties and representations of the Company contained in this Agreement shall remain operative
and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of
any Placement Agent, any person who controls any Placement Agent within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act or any affiliate of any Placement Agent, or by or on behalf of the Company, its directors or
officers or any person who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act, and (iii) the issuance and delivery of the Securities. The Company and Placement Agent agree to notify each other
of the commencement of any Proceeding against either of them promptly, and, in the case of the Company, against any of the Company’s
officers or directors in connection with the issuance and sale of the Securities.


 


		19.	Governing Law.



 


This Agreement shall
be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be fully
performed therein. Any disputes that arise under this Agreement, even after the termination of this Agreement, will be heard only
in the state or federal courts located in the City of New York, State of New York. The parties hereto expressly agree to submit
themselves to the jurisdiction of the foregoing courts in the City of New York, State of New York. The parties hereto expressly
waive any rights they may have to contest the jurisdiction, venue or authority of any court sitting in the City and State of New
York.


 


		20.	Notices.



 


All communications
hereunder shall be in writing and shall be mailed, hand delivered or faxed and confirmed to the parties hereto as follows: 


 


If to the Company to
the address set forth above, attn: Chief Executive Officer


 


If to the Placement
Agent:


 


Dawson James Securities,
Inc.


1 North Federal Highway
– 5th Floor


Boca Raton, FL 33432


Attention: Chief Executive
Officer


 


Any party hereto may
change the address for receipt of communications by giving written notice to the others. 


 


		21.	Miscellaneous.



 


This Agreement shall
not be modified or amended except in writing signed by Dawson and the Company. This Agreement will inure to the benefit of and
be binding upon the parties hereto, and to the benefit of the employees, officers and directors and controlling persons referred
to in Section 9 hereof, and to their respective successors, and personal representative, and, except as set forth in Section 9
of this Agreement, no other person will have any right or obligation hereunder or be considered a third-party beneficiary hereunder. This
Agreement constitutes the entire agreement of Dawson and the Company, and supersedes any prior agreements, with respect to the
subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination
will not affect such provision in any other respect, and the remainder of this Agreement shall remain in full force and effect.
This Agreement may be executed in counterparts (including facsimile or .pdf counterparts), each of which shall be deemed an original
but all of which together shall constitute one and the same instrument.


 




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In acknowledgment that
the foregoing correctly sets forth the understanding reached by Dawson and the Company, and intending to be legally bound, please
sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed.


 


	 	Very truly yours,	 
	 	 	 
	 	InspireMD Inc.	 
	 	 	 	 
	 	By: 	/s/ Craig Shore	 
	 	 	 	 
	 	 	Name:  Craig Shore	 
	 	 	 	 
	 	 	Title: Chief Financial Officer	 
	 	 	 	 
	 	Agreed and accepted as of the date first above written.
	 	 	 	 
	 	DAWSON JAMES SECURITIES, INC.	 
	 	 	 	 
	 	By:	/s/  Robert D. Keyser, Jr.	 
	 	 	 	 
	 	 	Name: Robert D. Keyser, Jr.	
	 	 	Title: Chief Executive Officer	


 








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