Exhibit
10.5


 


FIRST
AMENDMENT TO


NONQUALIFIED
STOCK OPTION AGREEMENT


 


This
First Amendment to Nonqualified Stock Option Agreement (this “Amendment”) is hereby made and entered
into as of June 2, 2017 (the “Effective Date”), by and between InspireMD, Inc., a Delaware corporation
(the “Company”), and Sol J. Barer, Ph. D. (the “Participant”). Terms used
in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such
terms in that certain Nonqualified Stock Option Agreement, dated June 30, 2016, by and between the Company and the Participant
(the “Option Agreement”), and in the InspireMD, Inc. 2013 Long-Term Incentive Plan (the “2013
LTIP”).


 


WHEREAS,
pursuant to the Option Agreement, the Company granted the Participant an option to purchase a total of 122,282 full shares of
Common Stock of the Company (the “Option”), with an exercise price of $0.33 per share, and which was
fully vested on the date of grant;


 


WHEREAS,
following a reverse stock split, and in accordance with Article 11 of the 2013 LTIP, the number of shares of Common Stock that
can be acquired under the Option has been reduced to 4,892 shares;


 


WHEREAS,
the Participant intends to resign from his position as Chairman of the Board of Directors of the Company and, pursuant to Section
4.a. of the Option Agreement, upon such resignation the Option will only remain exercisable for 30 days following the date his
service to the Company terminates;


 


WHEREAS,
in recognition of the Participant’s service to the Company, the Company desires to amend the Option Agreement to permit
the Participant to exercise the Option at any time prior to the expiration of the Option Period; and


 


WHEREAS,
Section 21 of the Option Agreement provides that the Option Agreement can only be amended by a writing signed by the parties thereto,
and the Company and the Participant now desire to amend the Option Agreement as described above.


 


NOW,
THEREFORE, pursuant to Section 21 of the Option Agreement, in consideration of the mutual promises, conditions, and covenants
contained herein and in the Option Agreement, and other good and valuable consideration, the adequacy of which is hereby acknowledged,
the parties agree as follows:


 


1.
Effective as of the Effective Date, Section 4 of the Option Agreement is hereby amended by deleting said section in its entirety
and substituting in lieu thereof the following new Section 4:


 


4.
Term; Forfeiture. Except as otherwise provided in this Agreement, the unexercised portion of this Stock Option that relates
to Optioned Shares that are vested will terminate at the first to occur of the following:


 


a.
5 p.m. on the date the Option Period terminates; and


 


b.
5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof.


 


2.
Except as expressly amended by this Amendment, the Option Agreement shall continue in full force and effect in accordance with
the provisions thereof.


 




    	 	 	 



    	 	 	 



    


 


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment, effective as of the Effective Date.


 


	 	Inspiremd, inc.:
	 	 	 
	 	By:
    	/s/
    Craig Shore
	 	Name:	Craig
    Shore
	 	Title:	Chief
    Financial Officer
	 	 	 
	 	Participant:
	 	 	 
	 	/s/
    Sol. J. Barer
	 	Name:	Sol.
    J. Barer, Ph.D.
	 	 	 
	 	Address:	*
	 	 	 
	 	 	 


 


Signature
Page to


First
Amendment to Nonqualified Stock Option Agreement