EXCLUSIVE
DISTRIBUTION AGREEMENT


 


This
Exclusive Distribution Agreement (the “Agreement”), entered into as of August 1, 2007 (the “Effective
Date”), is made by and between INSPIRE MD LTD. of 3 Menorat Hamaor St. Tel Aviv 67448, Israel, a Corporation organized
and existing under the laws of Israel and any of its affiliated companies (under formation) (individually and collectively referred
to as the “Supplier”), and Kardia Srl, of Via Luigi Rizzo, 8/1, 20151 Milano, Italy, (the “Distributor”)
(each of the Company and the Distributor, a “Party” and together, the “Parties”).


 


WHEREAS, Supplier develops,
manufactures and supplies the Product(s) set forth on Exhibit A hereto, that may be improved or updated by Supplier
from time to time (the “Product(s)”;


 


WHEREAS, Distributor
distributes and sells a wide variety of Product(s) for use in the territory;


 


WHEREAS, Supplier wishes
to sell the Product(s) to Distributor, and Distributor wishes to purchase the Product(s) from Supplier, subject to the terms and
conditions of this Agreement;


 


NOW THEREFORE, in consideration
of the premises and mutual covenants contained herein, the parties agree as follows:


 


1.           Representations,
Undertakings, Appointment and Responsibilities of Distributor.


 


1.1           Representations
and Warranties. Distributor hereby represents and warrants to the Supplier that it possesses and will maintain throughout the
term of this Agreement, the means, experience, know-how, skill, facilities and personnel to properly fulfill its obligations under
this Agreement in a timely manner and to the Supplier’s satisfaction. Further, the Distributor represents and warrants that
it is duly licensed to execute its obligations under this Agreement.


 


1.2           Undertakings.
Distributor hereby undertakes that he will, at its own expense, be responsible for obtaining any and all permits, approvals, product
registration with the Ministry of Health, licenses authorizations and clearances from local, state, municipal, governmental, quasi-governmental
and other authorities, required, necessary or desirable for the sale and distribution of the Product(s) in the Territory and for
the performance of the Distributor’s obligations hereunder. Pursuant to this engagement, Distributor agrees to purchase the
Product(s) from Supplier, and Supplier agrees to sell the Product(s) to Distributor when such Product(s) are ordered hereunder
in accordance with the terms hereof.


 


1.3           Appointment.
As of the Effective Date, Supplier hereby engages Distributor as its Exclusive distributor for the distribution and sale
of the Product(s) solely in the geographical areas set forth on Exhibit B hereto (the “Territory”),
subject to the terms and conditions of this Distribution Agreement. Distributor hereby accepts such engagement, subject to the
terms and conditions of this Distribution Agreement. Distributor acknowledges that it may not make any commitment or binding obligation
on behalf of Supplier.


 



    	1



    	 



    

 


1.4           Sales
Minimums. Distributor hereby commits to Supplier to achieve, at a minimum, the sales targets set forth on Exhibit C
hereto during the Term (“Sales Minimum”), and the Total Value of orders for each year listed therein (the “Order
Value”). If Distributor fails to achieve the Sales Minimum and/or the Order Value in any given period specified in Exhibit C
hereto, Supplier may, at its own discretion either: (i) terminate this Agreement in accordance with Section 9.1 below,
or (ii) revoke the exclusive appointment granted to the Distributor under Section 1.3 and appoint Distributor as a non-exclusive
Distributor in the Territory. Supplier shall notify Distributor if such appointment is made. Said appointment shall not derogate
from the terms of this Agreement and all other terms of this Agreement shall remain in effect Mutatis Mutandis.


 


1.5          Responsibilities.
Distributor shall bear its own expense for the execution of the following:


 


(a)          Product(s)
Promotion. Distributor shall use its best efforts to introduce to the market, promote, obtain orders for the Product(s) in
the Territory. For the execution of said promotion, Distributor shall employ highly qualified sales and technical personnel familiar
with the Product(s). Distributor agrees that it shall execute its obligation under this section in a manner that reflects positively
on the Supplier and the Product(s) and shall not perform any act or omission which may harm the goodwill of, or be injurious to,
the Product(s) or Supplier. Further, all marketing material, Product(s) information, brochures and the like, containing information
relating to the Product(s) requires the approval of the Supplier prior to its distribution to end users or prospects Distributor
engages.


 


(b)          Marketing
Plan. Distributor agrees to submit to Supplier within thirty (30) days hereof a marketing plan detailing the promotional and
marketing activities for sales of the Product(s) in the Territory. Said marketing plan is subject to Supplier’s approval
prior to its implementation and shall include attendance in local shows, distribution of marketing material translated into the
language used in the Territory. Distributor shall keep Supplier continuously informed of the status of its marketing efforts under
the marketing plan and shall furnish all information relating to the sales of the Product(s) in the Territory as may be reasonably
requested by Supplier from time to time.


 


(c)          Sales
Personnel. Distributor shall train an appropriate number of its qualified employees in the sale of the Product(s) (“Sales
Personnel”). Number of Sales Personnel shall be sufficient for the purpose of promoting, marketing, selling and distributing
the Product(s) in the Territory in accordance with Section 1.3 above. Without derogating from the above, Distributor may use subcontractors
for the distribution of the Products provided that the prior written approval of the Supplier is provided. Distributor shall be
held accountable for all distribution activities preformed by subcontractors in distributing the Products under this Agreement.
The Supplier shall have the right, at all times, to discontinue the use of a specific subcontractor at its sole discretion.


 



    	2



    	 



    

 


(d)          Compliance
and Reporting.


 


(1)         Distributor
shall comply with any and all safety regulations and standards and such other regulations or requirements as are or may be promulgated
by authorized governmental authorities and required in order to carry out the terms of this Distribution Agreement.


 


(2)         Distributor
shall provide Supplier with all information pertaining to adverse events or safety issues related to the Product(s) within one
working day. Further, Distributor shall promptly provide Supplier with all information alleging Product(s) deficiencies related
to the identity, quality, durability, reliability, effectiveness, or performance of the Product(s).


 


(e)          Customers.
Distributor shall provide to Supplier, at the time of placing a purchase order, any detail of the end-user reasonably required
by the Supplier for support and licensing purposes (“Customer Information”). Supplier undertakes not to disclose
the Customer Information to third parties, and to use the Customer Information strictly for support and licensing purposes. Supplier
further undertakes not to contact the end-user directly or indirectly for sales and marketing purpose during the Term, unless otherwise
agreed by the parties hereto. Distributor shall provide Supplier on a quarterly basis and upon termination of this Agreement, with
a list of all customers that have purchased Product(s) from Distributor, including their names, addresses, Product(s) purchased,
purchasing date and purchase price.


 


(f)          Records.
Distributor shall maintain complete and accurate records of all Product(s) sold by Distributor in sufficient detail to enable Supplier
to comply with its obligations under this Agreement.


 


(g)          Storage.
Distributor shall store the Products in a storage facility and under conditions suitable to fit the Product’s nature as a
delicate sterilized medical device to be used in humans.


 


(h)          Minimum
Inventory. Distributor shall at all times after the Effective Date of this Agreement maintain at all time, a minimum inventory
of Products equivalent to one quarter of sales of the current year, to ensure the timely supply of Products to the customers.


 


2.           Term
of Agreement.


 


This Agreement shall
commence and be effective as of the Effective Date and shall continue for a term of 3 years (the “Term”) commencing
with the Effective Date of this Agreement, unless terminated pursuant to Section 9 below. The Term shall be automatically extended
to an additional term (“Renewal”) unless a written notice of termination has been provided by one party to the
other ninety (90) days prior to the date on which this Agreement otherwise would have expired. The terms of this Agreement shall
apply to any Renewal, except if otherwise agreed on in writing by the parties.


 


3.           Purchases,
Prices, Payment and Forecasts.


 


3.1           Standard
Terms. Distributor shall purchase Product(s) from Supplier pursuant to Supplier’s standard purchase order. After receipt
of Distributor’s purchase order, Supplier shall confirm, in writing, the details of the purchase order. Supplier shall be
obligated to sell to Distributor Products after the confirmation of the purchase order has been made by Supplier. Supplier may,
at its sole discretion, make changes to its Product(s) list at any time, provided that outstanding purchase orders will not be
affected by such change. All sales from the Supplier to the Distributor are final.


 



    	3



    	 



    

 


3.2          Prices.


 


(a)          Transfer
prices of the Product(s) from Supplier to Distributor are specified in Exhibit C to this Agreement (the “Prices”),
FOB Israel or Germany at the Supplier’s sole decision.


 


Distributor shall complete
the appropriate import/export forms as required by applicable laws and shall pay all other fees associated with the sale and delivery
of all Product(s) hereunder, Including but not limited to customs clearance or customs tax as may apply.


 


(b)          Supplier
shall have the right to change the Prices with a sixty (60) days prior written notice (the “Price Notice”) to
Distributor. Orders placed by Distributor prior to the last day of the Price Notice period shall not be effected by said price
change, and any written quote provided by the Distributor to prospect end-users prior to the Price Notice shall be subject to the
previous pricing, provided that a copy of such quote has been provided by Distributor to the Supplier prior to the Price Notice.


 


3.3          Product(s)
Changes. Supplier reserves the right, at any time, to make changes to any Product(s) whenever such changes are (a) required
for safety, (b) required in order to facilitate performance in accordance with specifications, or (c) such that they
represent non-substantial substitutions and modifications not adversely affecting performance in accordance with applicable Product(s)
performance specifications. Supplier will inform Distributor within a reasonable time of any changes under this Section 3.3.


 


3.4          Purchase
Orders. All orders for Product(s) shall be placed by and subject to Distributor’s purchase orders in the form attached
to as Exhibit E to this Agreement, each of which shall be subject to review and acceptance in writing by Supplier
at its principal place of business. Distributor’s purchase orders shall include the following information:


 


(a)          Identify
each unit of Product(s) ordered;


 


(b)          Indicate
quantity, price (determined in accordance with the provisions of this Agreement) and shipping instructions; and


 


(c)          Specify
Distributor’s requested delivery dates.


 


Supplier is not bound by any term, condition or other provision
in any purchase order that conflicts with the terms of this Agreement, unless such purchase order was confirmed in writing by Supplier.


 


Regarding the first Distributor’s purchase order only,
the rules are set forth on Exhibit E/1.


 


3.5          After
Purchase order is received and confirmed by Supplier, sales transaction shall be deemed complete and final.


 



    	4



    	 



    

 


3.6          Payment.


 


(a)          Payments
for Product(s) shall be made in accordance with the payments schedule set forth in Exhibit D, by Distributor
to Supplier pursuant to all additional terms listed therein.


 


(b)          Payment
shall be made by means of issuing an irrevocable Letter of Credit in the name of the Supplier, issued by a bank certified by the
Supplier’s bank.


 


(c)          Such
letter should be issued upon approval of the Distributor’s order by the Supplier, and is a prerequisite for continuation
of the processing of the Purchase Order by Supplier.


 


(d)          Risk
of Loss: Title to the Product(s) purchased hereunder shall pass to Distributor and all risk of loss or damage to such Product(s)
shall be borne by Distributor from the time such Product(s) arrive on board consistent with FOB choice (Germany or Israel)


 


(e)          Distributor’s
obligation to pay for all Product(s) ordered and all charges which it has incurred in connection with the execution of this Agreement
shall survive termination or expiration of this Agreement.


 


3.7           Forecasts.
Not later than the first day of each quarter during the Term of this Agreement, Distributor will provide an estimate of its demand
for Product(s) for the following quarter. Such rolling forecasts shall not be binding on either party, but shall be prepared with
reasonable care, based upon Distributor’s experience with the Product(s) and information concerning existing and prospective
customers.


 


4.          Responsibilities
of Supplier.


 


4.1          Marketing
and Sales Support.


 


(a)          Training
and Support. Distributor shall train and support its personnel or subcontractors for the satisfactory completion of its obligations
under this Agreement. Supplier will assist in training by furnishing Distributor with English training literature. Supplier may,
at his sole discretion, provide Distributor with his own personnel for training.


 


(b)          Marketing
Material. Supplier shall provide Distributor with English language marketing literature.


 


(c)          Marketing
Activities. Supplier may at his own discretion choose to assist Distributor in marketing activities, by participating in conferences,
meeting with customers, bringing opinion leaders and any other activities Supplier may choose to be involved in provided that said
activities shall be coordinated with Distributor.


 


(d)          Supplier
may list Distributor at the Supplier’s Website as a Distributor in the Territory.


 



    	5



    	 



    

 


4.2          Product(s)
Specifications and Standards.


 


(a)          Recalls
and Retrofits. Supplier agrees that if any Product(s) is found by a government agency, sovereign, legislative or executive
branch of government, or a court of competent jurisdiction to be in violation of any applicable law or regulation, Supplier shall
be solely responsible for the necessary repair, replacement, or other remedy of such violation.


 


(b)          Compliance
with Applicable Laws. Supplier certifies that all of the Product(s) to be furnished under this Agreement will be manufactured
or supplied by Supplier in accordance with all applicable government provisions and stipulations in the CE mark. Distributor will
be responsible for making adjustments, if needed, to meet local regulation.


 


5.          Warranty
and Maintenance.


 


5.1          Warranty,
Maintenance Obligations of Supplier to Distributor.


 


(a)          All
Warranty claims against Supplier shall be made by Distributor, regardless of whether Distributor has transferred title or possession
of the Product(s) to other parties.


 


(b)          The
Warranty is contingent upon the proper use of the Product(s), and does not cover Product(s) that have been modified without Supplier’s
approval, or that have been subject to unusual physical or electrical stress, misuse, unauthorized use, negligence or accident,
or that have passed their expiration date.


 


(c)          Supplier
makes no warranty in respect of accessories and other parts made by other suppliers that have been attached or connected to the
Product(s).


 


(d)          THE
FOREGOING WARRANTIES SET FORTH IN SECTION 5.1 ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EITHER WRITTEN, ORAL
OR IMPLIED, WHICH ARE HEREBY SPECIFICALLY DISCLAIMED AND EXCLUDED BY SUPPLIER, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR USE AND NON-INFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING BY COURSE OF DEALING OR USAGE
OF TRADE). THE SOLE AND EXCLUSIVE REMEDIES OF DISTRIBUTOR FOR BREACH OF PRODUCT(S) WARRANTY SHALL BE LIMITED TO THE REMEDIES PROVIDED
IN THIS AGREEMENT.


 


(e)          NOTWITHSTANDING
ANY OTHER PROVISION OF THIS AGREEMENT, SUPPLIER SHALL NOT BE LIABLE TO ANY PERSON FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR
INDIRECT DAMAGES, HOWEVER ARISING, INCLUDING, BUT NOT LIMITED TO, DAMAGES TO OR LOSS OF PROPERTY OR EQUIPMENT, LOSS OF PROFIT,
LOSS OF USE OF DATA, LOSS OF REVENUES OR DAMAGES TO BUSINESS OR REPUTATION ARISING FROM THE PERFORMANCE OR NON-PERFORMANCE OF ANY
ASPECT OF THIS AGREEMENT OR ANY ORDER HEREUNDER, OR FROM ANY CAUSE WHATSOEVER ARISING FROM OR IN ANY WAY CONNECTED WITH THE MANUFACTURE,
SALE, HANDLING, REPAIR, MAINTENANCE OR USE OF THE PRODUCT(S), WHETHER OR NOT SUPPLIER SHALL HAVE BEEN MADE AWARE OF THE POSSIBILITY
OF SUCH LOSS. ANY OTHER PRODUCT(S) REPRESENTATIONS OR WARRANTY MADE BY ANY OTHER PERSON OR ENTITY, INCLUDING EMPLOYEES OR REPRESENTATIVES
OF DISTRIBUTOR THAT ARE INCONSISTENT HEREWITH, SHALL BE DISREGARDED AND SHALL NOT BE BINDING UPON SUPPLIER. IN NO EVENT SHALL SUPPLIER’S
LIABILITY FOR PARTICULAR UNITS OF THE PRODUCT(S) HEREUNDER EXCEED THE PURCHASE PRICE OF SUCH UNITS.


 



    	6



    	 



    

 


(g)         This
Section 5.1 shall survive expiration or termination of this Agreement.


 


5.2          Warranty
and Maintenance Obligations of Distributor to Customers.


 


(a)          Distributor
shall make no warranties or guarantees with respect to Product(s) or the use thereof except as provided herein or otherwise authorized
in writing by Supplier.


 


(b)          Distributor
shall educate and inform End Users of the proper and safe use of the Product(s). In the event that Distributor learns or becomes
aware of any information indicating that any of the Product(s) have failed to perform satisfactorily, or receives any complaints
or information from anyone concerning the safety and/or merchantability of any of Product(s), Distributor shall notify Supplier
immediately. Distributor shall maintain a file of customer suggestions, comments, incident reports and Distributor responses and
shall forward all such information to the Supplier in writing on the last day of each quarter this Agreement is in effect and for
a period of 6 months from the termination of this Agreement if such information becomes available after termination.


 


6.          Intellectual
Property and Ownership.


 


6.1          Distributor
acknowledges and agrees that:


 


(a)          All
intellectual property rights pertaining to the Product(s), including but not limited to patents, know-how, copyright, trademarks,
whether protectable or not, registered and unregistered, owned and/or otherwise used by Supplier and all goodwill related thereto
(collectively, the “IP Rights”) are and shall remain at all time, as between Supplier and Distributor, the exclusive
property of Supplier and may not be exploited, reproduced or used by Distributor except as expressly permitted under this Agreement.


 


(b)          Distributor
shall not have or acquire any right, title or interest in or otherwise become entitled to any IP Rights by taking delivery of,
making payment for, distributing and/or selling or otherwise using or transferring the Product(s).


 


(c)          Distributor
shall take all reasonable measures to ensure that all IP Rights of Supplier shall remain with Supplier, including promptly notifying
Supplier of any possible infringement by third parties of Supplier’s IP Rights and participating with Supplier, at Supplier’s
expense, in any legal action against such infringement that in Supplier’s sole judgment is required for protection or prosecution
of Supplier’s rights.


 


(d)          Supplier
shall be the owner of the Product Registration in the Territory.


 



    	7



    	 



    

 


6.2          Without
derogating from Section 6.1 above:


 


(a)          Supplier
may at any time affix Supplier’s trade name, service marks or trademarks (the “Trademarks”) to any of
the Product(s) and use the Trademarks in relation to any services Supplier provides hereunder in connection with the Product(s);
Distributor shall not make any changes to the Trademarks used on Products by Supplier.


 


(b)          Distributor
shall not have or acquire any right, title or interest in or otherwise become entitled to use any of the Supplier’s Trademarks,
either alone or in conjunction with other words or names, or use the goodwill thereof, without the express written consent of Supplier
in each instance; and


 


(c)          Distributor
shall not to apply for or oppose registration of any trademarks, including the Trademarks, used by Supplier.


 


6.3          Nothing
contained in this Agreement shall be construed as conferring on either party any right or imposing any obligation to use in advertising,
publicity or otherwise any trademark, name or symbol of the other party, or any contraction, abbreviation or simulation thereof,
except as expressly provided for in this Agreement.


 


6.4          Distributor
acknowledges that no license or right is granted hereby with respect to Supplier’s intellectual property.


 


7.          Confidentiality.


 


7.1           Without
the written consent of the other party, neither party shall disclose to any third party, or use for its own benefit or the benefit
of others, either during or after the Term of this Agreement, any confidential or proprietary business or technical information
of the other party that has been identified as confidential or proprietary by the disclosing party in accordance with Section 7.2
below.


 


7.2           To
be considered proprietary information, the information must be (i) disclosed in writing or other tangible form and marked
confidential or proprietary, or (ii) disclosed orally or visually, identified as confidential at the time of disclosure and
reduced to writing and marked confidential or proprietary within thirty (30) days of the disclosure thereof.


 


7.3           Proprietary
information shall not include information which (i) is already rightfully known or becomes rightfully known to the receiving
party independent of proprietary information disclosed hereunder; (ii) is or becomes publicly known through no wrongful act
of the receiving party; (iii) is rightfully received from a third party without similar restrictions and without breach of
this Agreement; or (iv) in the opinion of counsel, is required to be disclosed to comply with any applicable law, regulation
or order of a government authority or court of competent jurisdiction, in which event the receiving party shall, prior to such
disclosure, advise the other party in writing of the need for such disclosure and use its reasonable best efforts to obtain confidential
treatment of such information.


 



    	8



    	 



    

 


8.           Indemnification
and Insurance.


 


8.1           Supplier
Indemnification. Supplier shall indemnify, hold harmless and defend Distributor, its successors and assigns for all losses,
claims and defense costs claimed by any third party for any injury, death or property damage suffered by such third party to the
extent resulting from a defect in the manufacture or design of the Product(s) supplied hereunder, unless such injury, death or
property damage is the result of Distributor’s negligence, willful misconduct, breach of this Agreement or any modification
made by Distributor to the Product(s) without the Supplier’s consent.


 


8.2           Distributor
Indemnification. Distributor shall indemnify, hold harmless and defend Supplier, its successors and assigns for all losses,
claims and defense costs claimed by any third party for any injury, death or property damage suffered by such third party to the
extent resulting from Distributor’s negligence, willful misconduct or breach of this Agreement.


 


8.3           Insurance.
To secure the indemnification provided in Sections 8.1 and 8.2 above, each of Supplier and Distributor agrees to maintain policies
of insurance providing terms and conditions as follows:


 


(a)          General
liability insurance in the amount of $1,000,000 per occurrence (which may be provided by a combination of primary and umbrella
insurance); and


 


(b)          Product(s)
liability insurance in the amount of $1,000,000 per occurrence (which may be provided by a combination of primary and umbrella
insurance).


 


(c)          The
insurance provided above shall include endorsements providing “contractual liability” coverage or equivalent terms;
must be effective for claims or suits filed in the Territory.


 


Each of Supplier and Distributor shall
provide a certificate of insurance covering the above requirements within thirty (30) days of execution of the Agreement; and upon
each renewal of such insurance.


 


9.          Termination.


 


9.1           The
Supplier may terminate this Agreement with thirty (30) days written notice if the Distributor:


 


(a)          Is
in default of its payment obligations hereunder, and such default continues for fifteen (15) days following receipt of written
notice; or,


 


(b)          Is
in default of any other material obligation hereunder and such default continues for thirty (30) days following receipt of written
notice; or


 


(c)          Fails
to meet the Minimum Sales or Order Value as defined in Exhibit C.


 


(d)          Distributes
or attempts to distribute the Products outside of the Territory.


 



    	9



    	 



    

 


9.2           Either
party may terminate this Agreement if the other party is declared bankrupt or is involved in any insolvency proceedings, attachment
or other proceedings, which, in the reasonable opinion of either party prevents the other party from performing its obligations
under this Agreement.


 


9.3           Either
party may terminate this Agreement for any reason or without reason with 90 (ninety) days written notice (hereinafter “Termination
Notice”) without further penalties or indemnification, provided however that Distributor may conclude any Pending Sale.
For the purpose of this Section, Pending Sale shall be defined as any sale to a prospect end-user that the Distributor has provided
with a written sales-quote prior to the end of the Termination Notice, to a total of no more than ten Pending Sales. Irrespective
of the above, the Distributor will be allowed, in case of Termination Notice, to continue to sell all the quantities of the Product
(s) remained within his storage.


 


9.4           Termination
of this Agreement shall not affect any obligations of either party incurred hereunder prior to such termination, or any obligations
that expressly survive termination of this Agreement.


 


9.5           Distributor
is aware that in certain jurisdictions and/or countries, local authorities require that a sole named importer of the Product is
authorized to distribute the Product in the Territory. Therefore, distributor agrees to execute all documents required by the relevant
authorities for the purpose of execution of this Agreement and shall further provide the Supplier, upon its first request with
all documents and signatures required for the purpose of disengaging distributor as the Supplier’s sole names distributor
in the Territory as set forth in Exhibit F of this Agreement.


 


10.         General
Provisions.


 


10.1         Relationship
of the Parties. Distributor shall act as an independent contractor, purchasing Product(s) from Supplier and reselling them
in the Territory. Distributor shall not act, and shall not be deemed as, agent for Supplier, nor shall Distributor have any right
or power hereunder to act for or to bind Supplier in any respect. This Agreement shall not be deemed to create any employer-employee
relationship between Supplier and Distributor, nor any agency, franchise, joint venture or partnership relationship between the
parties.


 


10.2         Amendment
of Policies and Exhibits. Supplier may at any time, by written notice to Distributor, amend its policies relating to service,
Warranty, delivery, terms of sale, and/or amend the Exhibits hereto; provided, that substantial adjustments to the Product(s) and
the Territory shall be made after Supplier has furnished Distributor with a ninety (90) days written notice.


 


10.3         Assignment.
This Agreement, and the Distributor’s rights and obligations hereunder, shall not be assigned in whole or in part by the
Distributor without the prior written consent of Supplier. Any attempted assignment or delegation without such consent shall be
void and of no effect. The Parties agree that the Supplier shall have the right to assign all of its rights and obligations under
this Agreement to an entity not a party to this Distribution Agreement provided that such Entity undertakes the obligations of
the Supplier.


 



    	10



    	 



    

 


10.4         Notices.
Any and all notices permitted or required to be made under this Agreement shall be in writing, signed by the party giving such
notice, and shall be delivered, personally or sent by facsimile or registered mail, to the other party at its address set forth
in this Agreement, or the latest known address of the party. The date of personal delivery, facsimile confirmation date as stated
on the facsimile transfer report, or ten (10) days after being sent by registered mail, shall be the date of such notice.


 


10.5         Publicity.
It is agreed the Supplier may identify Distributor as a distributor of Supplier’s Product(s) in advertisements and other
promotional literature. It is further agreed that Distributor may identify to its customers that Supplier is a supplier of the
Product(s) to Distributor. Neither party shall otherwise use the name of the other party in any advertising, publicity, promotional
literature, brochures, sales aids or marketing tools without the prior written consent of such other party.


 


10.6         Agreement
Governs. In the event of any conflict between the terms of this Agreement and the terms of any Supplier or Distributor purchase
order, sales contract or acknowledgment used in connection with any individual sale or purchase, the terms of this Agreement shall
overrule, unless otherwise expressly agreed to in writing by Distributor and Supplier at the time of such individual sale.


 


10.7         No
Waiver. Failure to enforce any rights hereunder, irrespective of the length of time for which such failure continues, shall
not constitute a waiver of those or any other rights, nor shall a waiver by either party in one or more instances be construed
as constituting a continuing waiver or as a waiver in other instances.


 


10.8         Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted in accordance
with the laws of the State of Israel, without giving effect to principles of conflicts of law.


 


10.9         Settlement
of Disputes. All disputes arising in connection with this Agreement shall be settled by mediation. The mediation shall be held
in Tel Aviv, Israel. This provision shall expressly survive termination of this Agreement.


 


10.10       Complete
Agreement. This Agreement, including the Exhibits hereto, constitutes the full and complete agreement of the parties hereto
and supersedes all prior agreements and understandings relating to the subject matter hereof. Except as otherwise provided in Section 10.2
above or elsewhere herein, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by Distributor
and Supplier.


 


10.11       Severance.
If any provision or provisions of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction,
such provision(s) shall be severed, and the validity, legality, and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby. The parties shall use all commercially reasonable efforts to agree upon a valid and enforceable
provision for the severed provision(s), taking into account the intent of this Agreement.


 



    	11



    	 



    

 


10.12         Force
Majeure. Failure of either party to perform its obligations under this Agreement (except the obligation to make payments) shall
not subject such party to any liability or constitute a breach of this Agreement if such failure is caused by any event or circumstances
beyond the reasonable control of such non-performing party, including without limitation acts of God, fire, explosion, flood, drought,
war, riot, sabotage, embargo, strikes or other labor trouble, failure in whole or in part of suppliers to deliver on schedule materials,
equipment or machinery, interruption of or delay in transportation (unless caused by the party so affected), a national health
emergency or compliance with any order or regulation of any government entity. A party whose performance is affected by a force
majeure event shall take prompt action to remedy the effects of such force majeure event.


 


10.13         Further
Assurances. Each party shall execute and deliver such further instruments and do such further reasonable acts and things as
reasonably may be required to carry out the intent and purpose of this Agreement.


 


10.14         Counterparts.
This Agreement may be executed in any number of counterparts (including facsimile counterparts), each of which shall be original
as against the party whose signature appears thereon, but all of which taken together shall constitute one and the same instrument.


 


10.15         Survival.
Sections 1, 3, 5, 6, 7, 8, 9, and 10.15 shall survive the termination of this Agreement.


 



    	12



    	 



    

 


IN WITNESS WHEREOF,
each of the parties has caused this Agreement to be executed by its duly authorized representative:


 


	InspireMD Ltd.	 	Distributor


  


	By:	/s/ Joshua Reichert	 	By:	/s/ Ezio Poretti
	 		 	 	 
	Name:	 Joshua Reichert, PhD 	 	Name:	 Ezio Poretti
	 	 	 	 	 
	Title:	Vice President, Marketing and Sales	 	Title:	President 
	 	 	 	 	 
	Date:	August 8, 2007	 	 	 


 



    	13



    	 



    

 


EXHIBIT
A – PRODUCT(S)


 


MGuard stent system








 



    	Exhibit A



    	 



    

 


EXHIBIT
B – TERRITORY


 


Italy


 



    	Exhibit B



    	 



    

 


EXHIBIT
C – STENT PRICES AND SALES MINIMUMS


 


		Prices:	500 US dollars FOB Germany



 


	 	2008	2009	2010
	Stent Quality	4000	9000	15000
	Total order value (in thousands $)	2000	4500	7500


 


Comments:


 


		1.	Sales minimum are defined in order values.






		2.	Sales minimums are listed on a yearly basis which Distributor must meet under this Distribution Agreement.






		3.	In addition to the yearly basis, Distributor must meet on a quarterly basis the cumulative proportional part of the quota.






		4.	In case the actual value of orders in 2008 exceeded the minimum order for 2008 as defined in this exhibit, the minimum sales
for 2009 will be the greater of:






		i)	The sales minimum as defined in this exhibit for 2009,






		ii)	The actual sales in 2008 + 30%.






		5.	In case the actual value of orders in 2009 exceeded the minimum order for 2009 as defined in this exhibit, the minimum sales
for 2010 will be the greater of:






		i)	The sales minimum as defined in this exhibit for 2010,






		ii)	The actual sales in 2008 + 20%.



 



    	Exhibit C



    	 



    

 


EXHIBIT
D – PAYMENT SCHEDULE


 


Payment by Distributor: 90 days from date of approval of the
Distributor’s Purchase order by the Supplier.


 



    	Exhibit D



    	 



    

 


EXHIBIT
E – PURCHASE ORDER


 


 


	 	
        Purchase

        Order

	
        Your Address1

        Your Address2

        City, State, Zip Country
	
        MYPO100

         


Phone xxx-xxxx



  


	 	 	 	Order Date:	30.06.2007
	3 Menorat Hamaor St.,	 	Payment Terms:	Irrevocable L/C 90
 days
	Tel Aviv	 	 	F.O.B. Point:	Shipping Point
	Israel	 	 	Freight Terms:	Freight Collect
	Phone:	972-3-6917691	 	Acct Code:	 
	FAX:	972-3-6917692	 	Sales Tax:	 
	Attn:	Shahar Biderman	 	 	 
	Ship To:	 	 	Invoice To:	 
	 	Distributor	 	 	Distributor
	 	Address1	 	 	Address1
	 	Address2	 	 	Address2
	 	City, State Zip	 	 	City, State Zip
	 	Phone:	xxx-xxx-xxxx	 	Phone:        xxx-xxx-xxxx
	 	Attn:	Name	 	Attn:            Name
	 	 	 	 	 	 





	Diameter	 	 	Length	 	 	 	Quantity	 	 	 	Description	 	 	 	Cat
 No.	 	 	 	Ship
 Date	 	 	 	Ship Via	 
	3.50	 	 	1.50	 	 	 	5,000	 	 	 	5000 Stents 1.5 cm length & 3.5 mm
 diameter	 	 	 	L1.5/D3.5	 	 	 	30.12.2007	 	 	 	Sea	 
	3.00	 	 	2.10	 	 	 	250	 	 	 	250 Stents 2.1 cm length & 3 mm diameter	 	 	 	L2.1/D3	 	 	 	31.11.2007	 	 	 	Air	 
	3.50	 	 	1.50	 	 	 	250	 	 	 	250 Stents 1.5 cm length & 3.5 mm
 diameter	 	 	 	L1.5/D3.5	 	 	 	 	 	 	 	Air	 



 


	Purchase Order Comments
	THIS ORDER IS SUBJECT TO THE TERMS AND CONDITIONS ATTACHED.


  


	 	Signature:	 
	 	 	 
	 	Name:	 
	 	Title:	 


 



    	Exhibit D



    	 



    

 


EXHIBIT
E/1 – FIRST PURCHASE ORDER


 


The first order for
Product(s) shall be placed in the same day as this agreement is signed by both Parties.


 


The first purchase
order by Distributor will be an open order. Distributor will specify by end of September 2007 the sizes and quantities per each
size.


 


a)
         After receipt of the CE Mark by Supplier, Distributor will specify
the sizes of the first delivery that will be of at least 500 units, to be delivered in November 2007.


 


b)
         Within 20 days from receipt of the first delivery, the Distributor
may cancel the entire order, if the Product(s) fails to meet deliverability accepted standards or has a major flow. In this case,
and within the stated period, the Distributor may return the Products(s) and will be fully reimbursed for the remained units.


 


c)
         The remained units of the first order will be delivered in no more
than two requests of deliveries, specifying units and sizes, no later than end of April 2008.


 



    	Exhibit E/1



    	 



    

 


EXHIBIT
F 


DISTRIBUTOR
WAIVER


 


		To:	Inspire MD Ltd.



Menorat Hamaor 3





Tel Aviv, Israel


 


Distributor Waiver


 


		Attn:	Dr. Joshua Reichert



 


Kardia Srl hereby undertakes to sign, execute
and deliver to you all required documents requested by the local regulatory authorities or other authorities as may be relevant,
in order to allow Inspire MD to name another local importer for the purpose of distributing its products in Italy. Kardia Srl understands
and acknowledges that InspireMD would suffer irreparable damages and great financial loss if it is unable to appoint a distributor
of its choice in the Territory and therefore Kardia Srl undertakes to perform the above in a timely and efficient manner. Further,
Kardia Srl waives any rights with respect to it being the named importer in the Territory, or the registration rights to the Product(s)
as provided for in the Distribution Agreement executed Kardia Srl and the Supplier.


 


This letter does not release InspireMD
of any obligations it has towards Kardia Srl, including any financial claims Kardia Srl may have for services it preformed under
the Distribution Agreement.


 


	 	 
	Ezio Poretti	 
	 	 
	 	 
	President	 
	 	 
	 	 
	August 8, 2008	 


 



    	Exhibit F