AMENDMENT NO. 1 TO REGISTRATION RIGHTS
AGREEMENT


 


This
AMENDMENT NO. 1 to Registration Rights Agreement (this “Amendment”), dated as of May 31, 2012
(the “Effective Date”), is entered into between InspireMD, Inc. (the “Company”)
and the purchasers of the Company’s 8% Original Issue Discount Senior Secured Convertible Debentures Due April 5, 2014 and
associated Common Stock Purchase Warrants (the “Purchasers”, and each a “Purchaser”)
that are identified on the signature page.


 


WHEREAS, the
Company and the Purchasers entered into that certain Securities Purchase Agreement, dated as of April 5, 2012 (the “Purchase
Agreement”), pursuant to which the Company issued to each Purchaser 8% Original Issue Discount Senior Secured Convertible
Debentures Due April 5, 2014 and associated Common Stock Purchase Warrants;


 


WHEREAS, pursuant
to the Purchase Agreement, the Company and the Purchasers entered into a Registration Rights Agreement, made as of April 5, 2012
(as amended, modified, restated, and extended from time to time, the “Registration Rights Agreement”),
pursuant to which, among other things, the Company agreed to prepare and file with the Securities and Exchange Commission a registration
statement covering the resale of all of the Registrable Securities (as defined in the Registration Rights Agreement) that are not
then registered on an effective registration statement for an offering to be made on a continuous basis pursuant to Rule 415 of
the Securities Act of 1933, as amended;


 


WHEREAS, the
Company and the Purchasers desire to amend certain provisions in the Registration Rights Agreement; and


 


WHEREAS, the
Registration Rights Agreement may be amended upon the written consent of the Company and the holders of at least 60% of the then
outstanding Registrable Securities (including any Registrable Securities issuable upon exercise or conversion of any security)
(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 the Registration Rights Agreement is hereby amended in its entirety as follows:


 


a.Schedule
6(b) of the Registration Rights Agreement is hereby deleted in its entirety, and is replaced with the following:


 


“The
Company intends to include up to 7,723,583 shares of Common Stock in the Registration Statement, which represent shares of Common
Stock issuable upon exercise of warrants issued by the Company to certain accredited investors (a) pursuant to its securities purchase
agreement with certain accredited investors, dated March 31, 2011, (b) on March 31, 2011 in exchange for certain warrants that
were originally issued by InspireMD Ltd. in connection with the issuance of certain bridge notes on July 22, 2010, and (c) as payment
for certain consulting and other advisory services on March 31, 2011 that were previously provided to the Company.”


 


2.Binding
Effect; Ratification. All provisions of the Registration Rights Agreement 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.


 



    	 	1	Amendment No. 1 to Registration Rights Agreement



    	 



    

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	Amendment No. 1 to Registration Rights Agreement



    	 



    

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
 Amendment No. 1 to Registration Rights Agreement