OMNIBUS DEBENTURE AMENDMENT


 


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.


 


WHEREAS, the
Company and the Holders have entered into a Securities Purchase Agreement, made as of April 5, 2012 (as amended, modified, restated,
and extended from time to time, the “Securities Purchase Agreement”), pursuant to which the Company issued
convertible senior secured debentures to the Holders as follows: (1) an 8% Original Issue Discount Senior Secured Convertible Debenture
Due April 5, 2014, made as of April 5, 2012 by the Company to HUG Financing LLC in the principal face amount of $1,382,979 with
a stated final maturity date of April 5, 2014 (as amended, modified, restated, and extended from time to time, the “HUG
Debenture”); (2) an 8% Original Issue Discount Senior Secured Convertible Debenture Due April 5, 2014, made as of
April 5, 2012 by the Company to Genesis Opportunity Fund LP in the principal face amount of $4,468,085 with a stated final maturity
date of April 5, 2014 (as amended, modified, restated, and extended from time to time, the “GOF Debenture”);
(3) an 8% Original Issue Discount Senior Secured Convertible Debenture Due April 5, 2014, made as of April 5, 2012 by the Company
to Genesis Asset Opportunity Fund LP in the principal face amount of $2,127,660 with a stated final maturity date of April 5, 2014
(as amended, modified, restated, and extended from time to time, the “GAOF Debenture”); (4) an 8% Original
Issue Discount Senior Secured Convertible Debenture Due April 5, 2014, made as of April 5, 2012 by the Company to Ayer Capital
Partners Master Fund, L.P. in the principal face amount of $3,464,362 with a stated final maturity date of April 5, 2014 (as amended,
modified, restated, and extended from time to time, the “ACPMF Debenture”); (5) an 8% Original Issue
Discount Senior Secured Convertible Debenture Due April 5, 2014, made as of April 5, 2012 by the Company to Ayer Capital Partners
Kestrel Fund in the principal face amount of $68,617 with a stated final maturity date of April 5, 2014 (as amended, modified,
restated, and extended from time to time, the “ACPKF Debenture”); (6) an 8% Original Issue Discount Senior
Secured Convertible Debenture Due April 5, 2014, made as of April 5, 2012 by the Company to Epworth – Ayer Capital in the
principal face amount of $190,426 with a stated final maturity date of April 5, 2014 (as amended, modified, restated, and extended
from time to time, the “Epworth Debenture,” together with the HUG Debenture, the GOF Debenture, the GAOF
Debenture, the ACPMF Debenture and the ACPKF Debenture, the “Debentures”);


 


WHEREAS, the
Company and the Holders desire to amend certain provisions in each of the Debentures; and


 


WHEREAS, the
Debentures may be amended upon the written consent of the Company and the holders of at least 60% in principal amount of the then
outstanding Debentures (the “Majority Holders”).


 


NOW THEREFORE, for
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:


 


1.Modification.
The Company and the Majority Holders hereby agree that each of the Debentures is hereby amended in its entirety as follows:


 


a.The definition
of “Conversion Adjustment Amount” in each of the Debentures is hereby deleted in its entirety, and is
replaced with the following:


 



    	 	1	Omnibus Debenture Amendment



    	 



    

“Conversion Adjustment
Amount” means an amount equal to the principal amount being converted multiplied by a fraction, the numerator of
which is (a) the number of days elapsed from the Original Issue Date multiplied by (b) .021917808; and the denominator of which
is 100; provided, however, that in no event shall the number of days elapsed from the Original Issue Date referred to above in
(a) be greater than 548 days regardless of the actual number of days elapsed from the Original Issue Date.


 


2.Binding
Effect; Ratification. The Debentures, as amended by this Amendment, continue to be obligations of the Company. All provisions
of the Debentures, the Securities Purchase Agreements and the other Transaction Documents (as defined in the Securities Purchase
Agreement) remain in full force and effect as therein written, except as amended hereby.


 


3.Construction
and Choice of Law. This Amendment may be executed in several identical counterparts all of which shall constitute one and the
same instrument. This Amendment shall be construed and enforced in accordance with the laws of the State of New York and applicable
United States federal law.


 


4.Notice
of Final Agreement. This Amendment embodies the entire agreement and understanding between the parties with respect
to modifications of documents provided for herein and supersedes all prior conflicting or inconsistent agreements, consents and
understandings relating to such subject matter, and may not be contradicted by evidence of prior, contemporaneous, or subsequent
oral agreements of the parties. There are no unwritten oral agreements between the parties.


 


 


[signature
page follows]



    	 	2	Omnibus Debenture Amendment



    	 



    

Executed to be effective as of May 31,
2012.


 


	
         

        THE COMPANY:

         

        INSPIREMD, INC.

         

        By: /s/ Craig Shore________________________

        Name: Craig Shore

        Title: Chief Financial Officer
	
         

        HOLDERS:

         

        HUG FUNDING LLC

         

         

        By: /s/ Daniel Saks________________________

        

        Name: Daniel Saks

        Title: Managing Member

	 	
         

         

        GENESIS OPPORTUNITY FUND L.P.

         

        By: /s/ Daniel Saks________________________

        Name: Daniel Saks

        Title: Managing Member

	
         

         

         
	
         

        GENESIS ASSET OPPORTUNITY FUND L.P.

         

        By: /s/ Daniel Saks________________________ 

        Name: Daniel Saks

        Title: Managing Member

	 	
         

         

        AYER CAPITAL PARTNERS

        MASTER FUND, L.P.

         

        By: /s/ Jay Venkatesan ____________________

        Name: Jay Venkatesan

        Title: Managing Member

	 	
         

         

        AYER CAPITAL PARTNERS

        KESTREL FUND L.P.

         

        By: /s/ Jay Venkatesan______________________

        Name: Jay Venkatesan

        Title: Managing Member

	 	
         

         

        EPWORTH – AYER CAPITAL

         

        By: /s/ Jay Venkatesan______________________

        Name: Jay Venkatesan

        Title: Managing Member



 
















    	Signature page to 
 Omnibus Debenture Amendment