Form
of Placement Agent Warrant Agreement


 


THE
REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE
WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN,
PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW)
TO ANYONE OTHER THAN (I) DAWSON JAMES SECURITIES, INC. OR A PLACEMENT AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING,
OR (II) A BONA FIDE OFFICER OR PARTNER OF DAWSON JAMES SECURITIES, INC OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER.


 


THIS
PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 181 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING].
VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].


 


COMMON
STOCK PURCHASE WARRANT


 


For
the Purchase of [_____] Shares of Common Stock


Of


INSPIREMD,
INC.


 


1.
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of DAWSON JAMES SECURITIES,
INC (“Holder”), as registered owner of this Purchase Warrant, to InspireMD, Inc., a Delaware corporation (the
“Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS 181
DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00p.m.,
Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration
Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____] shares of common
stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section
6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant
may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending
on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant
is initially exercisable at $[___] per Share [125% of the price of the Units sold in the Offering]; provided, however,
that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including
the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified.
The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on
the context.


 




    	 



    	 



    

 


2.
Exercise.


 


2.1
Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and
completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being
purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified
check or official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern
time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented
hereby shall cease and expire.


 


2.2
Cashless Exercise. In lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the
Company pursuant to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant
(or the portion thereof being exercised), by surrender of this Purchase Warrant to the Company, together with the exercise form
attached hereto, in which event the Company will issue to Holder Shares in accordance with the following formula:


 


	 			Y(A-B)
	 	X	=	A


 


	 	Where,	 	 	 
	 	 	X	=	The
    number of Shares to be issued to Holder;
	 	 	Y	=	The
    number of Shares for which the Purchase Warrant is being exercised;
	 	 	A	=	The
    fair market value of one Share; and
	 	 	B	=	The
    Exercise Price.


 


For
purposes of this Section 2.2, the fair market value of a Share is defined as follows:


 


	 	(i)	if
    the Company’s common stock is traded on a securities exchange, the OTCQB or OTCQX, the value shall be deemed to be the
    closing price on such exchange, the OTCQB or OTCQX, as the case may be, prior to the exercise form being submitted in connection
    with the exercise of the Purchase Warrant; or
	 	 	 
	 	(ii)	if
    the Company’s common stock is not then traded on a securities exchange, the OTCQB or OTCQX and if prices for the Company’s
    common stock are then reported on the “Pink Sheets” published by OTC Markets Group, Inc., the value shall be deemed
    to be the closing bid prior to the exercise form being submitted in connection with the exercise of the Purchase Warrant so
    reported; provided, however, if there is no active public market, the value shall be the fair market value thereof, as determined
    in good faith by the Company’s Board of Directors.


 


2.3
Legend. Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless
such securities have been registered under the Securities Act of 1933, as amended (the “Act”):


 


“The
securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”),
or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred
except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the
Act and applicable state law which, in the opinion of counsel to the Company, is available.”


 




    	 



    	 



    

 


3.
Transfer.


 


3.1
General Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that
such Holder will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of one hundred eighty
(180) days following the Effective Date to anyone other than: (i) Dawson James Securities, Inc. (“Dawson”)
or a placement agent underwriter or a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of
Dawson or of any such placement agent or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b)
cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put
or call transaction that would result in the effective economic disposition of this Purchase Warrant or the securities hereunder,
except as provided for in FINRA Rule 5110(g)(2). After 180 days after the Effective Date, transfers to others may be made subject
to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver
to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Warrant and payment
of all transfer taxes, if any, payable in connection therewith. The Company shall within five (5) Business Days transfer this
Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like
tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder
or such portion of such number as shall be contemplated by any such assignment.


 


3.2
Restrictions Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and
until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an
exemption from registration under the Act and applicable state securities laws, the availability of which is established to the
reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Schiff Hardin LLP shall be deemed satisfactory
evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration
Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities
and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.


 


4.
Piggyback Registration Rights.


 


4.1
Grant of Right. Whenever the Company proposes to register any shares of its common stock under the Act (other than a registration
effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or a registration
statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon
exercise of this Warrant for sale to the public), whether for its own account or for the account of one or more stockholders of
the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than
ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect
such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration all Registrable
Securities that the Holders have requested to be included within such registration. If a Piggyback Registration is an underwritten
offering and the managing underwriter advises the Company in writing that in its opinion the number of shares of common stock
proposed to be included in such registration, including all Shares issuable upon exercise of this Warrant (if the Holder has elected
to include such shares in such Piggyback Registration) and all other shares of common stock proposed to be included in such underwritten
offering, exceeds the number of shares of common stock which can be sold in such offering and/or that the number of shares of
common stock proposed to be included in any such registration would adversely affect the price per share of the common stock to
be sold in such offering, the Company shall include in such registration (i) first, the number of shares of common stock that
the Company proposes to sell and (ii) second, the number of shares of common stock, if any, requested to be included therein by
selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of shares of
common stock request to be included in such Piggyback Registration owned by each such person or in such other manner as they may
otherwise agree. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company
shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering.
Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the fifth
anniversary of the effective date of the Registration Statement pursuant to which the Offering is being made.


 




    	 



    	 



    

 


4.2
Indemnification. The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration
statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section
20 (a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage,
expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating,
preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or
otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant
to which the Company has agreed to indemnify the Placement Agents contained in Section 9 of the Placement Agency Agreement between
Dawson and the Company, dated as of [l], 2017. The Holder(s) of the Registrable Securities to be sold pursuant to such registration
statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim,
damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating,
preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise,
arising from information furnished by or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion
in such registration statement to the same extent and with the same effect as the provisions contained in Section 9 of the Placement
Agency Agreement pursuant to which Dawson has agreed to indemnify the Company.


 


4.3
Exercise of Purchase Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s)
to exercise their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.


 


4.4
Documents Delivered to Holders. The Company shall deliver promptly to each Holder participating in the offering requesting
the correspondence and memoranda described below, copies of all correspondence between the Commission and the Company, its counsel
or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement
and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained
in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules
of FINRA. Such investigation shall include access to books, records and properties and opportunities to discuss the business of
the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times, during normal
business hours, as any such Holder shall reasonably request.


 


4.5
Underwriting Agreement. TThe Holders shall be parties to any underwriting agreement relating to a Piggyback Registration.
Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters
except as they may relate to such Holders, their Shares and their intended methods of distribution.


 




    	 



    	 



    

 


4.6
Documents to be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall furnish
to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling
security holders.


 


4.7
Damages. Should the the Company otherwise fails to comply with such provisions, the Holder(s) shall, in addition to any
other legal or other relief available to the Holder(s), be entitled to obtain specific performance or other equitable (including
injunctive) relief against the threatened breach of such provisions or the continuation of any such breach, without the necessity
of proving actual damages and without the necessity of posting bond or other security.


 


5.
New Purchase Warrants to be Issued.


 


5.1
Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or
assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase
Warrant for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise
Price and/or transfer tax if exercised pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without
charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder
to purchase the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.


 


5.2
Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation
of this Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and
deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such
loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.


 


6.
Adjustments.


 


6.1
Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase
Warrant shall be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1
Share Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of
outstanding Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then,
on the effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in
outstanding Shares, and the Exercise Price shall be proportionately decreased.


 


6.1.2
Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective
date thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares,
and the Exercise Price shall be proportionately increased.


 




    	 



    	 



    

 


6.1.3A
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
Shares other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in
the case of any share reconstruction or amalgamation or consolidation or merger of the Company with or into another corporation
(other than a consolidation or share reconstruction or amalgamation or merger in which the Company is the continuing corporation
and that does not result in any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance
to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with
which the Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the
right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable
hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution
following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase
Warrant immediately prior to such event; and if any reclassification also results in a change in Shares covered by Section 6.1.1
or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this
Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations,
or consolidations, sales or other transfers.


 


6.1.3B
Notwithstanding anything contained herein to the contrary, in the event of a Merger Event (as defined below) that is a Liquid
Sale (as defined below), this Warrant shall automatically and without further action on the part of any party hereto or other
person, represent the right to receive the consideration payable on or in respect of all shares of common stock that are issuable
hereunder as of immediately prior to the closing of such Liquid Sale less the Exercise Price for all such shares of common stock,
and such Liquid Sale consideration (if any after deduction of the Exercise Price) shall be paid to the Holder as and when it is
paid to the holders of the outstanding shares of Common Stock and this Warrant shall be deemed to be terminated upon consummation
of such Merger Event. For purposes of this Section 6.1.3B, the following terms shall have the following meanings:


 


“Liquid
Sale” means the closing of a Merger Event in which the consideration received by the Company and/or its stockholders, as
applicable, consists solely of cash and/or Marketable Securities.


 


“Merger
Event” means any of the following: (i) a sale, lease or other transfer of all or substantially all assets of the Company,
(ii) any merger or consolidation involving the Company in which the Company is not the surviving entity or in which the outstanding
shares of the Company’s capital stock are otherwise converted into or exchanged for shares of capital stock or other securities
of another entity or other property, or (iii) any sale by holders of the outstanding voting equity securities of the Company in
a single transaction or series of related transactions of shares constituting a majority of the outstanding combined voting power
of the Company.


 


“Marketable
Securities” in connection with a Merger Event means securities meeting all of the following requirements: (i) the issuer
thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and is then current in its filing of all required reports and other information under
the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by the
Holder in connection with the Merger Event were the Holder to exercise this Warrant on or prior to the closing thereof is then
traded on a national securities exchange or over-the-counter market, and (iii) following the closing of such Merger Event, the
Holder would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities that would be
received by the Holder in such Merger Event were the Holder to exercise this Warrant in full on or prior to the closing of such
Merger Event, except to the extent that any such restriction (x) arises solely under federal or state securities laws, rules or
regulations, and (y) does not extend beyond six (6) months from the closing of such Merger Event.


 




    	 



    	 



    

 


6.1.4
Changes in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to
this Section 6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares
as are stated in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance
of new Purchase Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring
after the Commencement Date or the computation thereof.


 


6.2
Substitute Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation
or merger of the Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation
or merger which does not result in any reclassification or change of the outstanding Shares), the corporation formed by such consolidation
or share reconstruction or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that
the holder of each Purchase Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration
of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other
securities and property receivable upon such consolidation or share reconstruction or amalgamation, by a holder of the number
of Shares of the Company for which such Purchase Warrant might have been exercised immediately prior to such consolidation, share
reconstruction or amalgamation or merger, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which
shall be identical to the adjustments provided for in this Section 6. The above provision of this Section shall similarly apply
to successive consolidations or share reconstructions or amalgamations or mergers. For the avoidance of doubt, this Section 6.2
shall not apply in connection with any Liquid Sale.


 


6.3
Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of
Shares upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional
interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or
down, as the case may be, to the nearest whole number of Shares or other securities, properties or rights.


 


7.
Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized Shares, solely
for the purpose of issuance upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights
as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants
and payment of the Exercise Price therefor, in accordance with the terms hereby, all Shares and other securities issuable upon
such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder.
The Company further covenants and agrees that upon exercise of the Purchase Warrants and payment of the exercise price therefor,
all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and
not subject to preemptive rights of any shareholder. As long as the Purchase Warrants shall be outstanding, the Company shall
use its commercially reasonable efforts to cause all Shares issuable upon exercise of the Purchase Warrants to be listed (subject
to official notice of issuance) on all national securities exchanges (or, if applicable, quoted on the OTC Bulletin Board or any
successor trading market) on which the Shares issued to the public in the Offering may then be listed and/or quoted.


 




    	 



    	 



    

 


8.
Certain Notice Requirements.


 


8.1
Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote
or consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever
as a shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise,
any of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice
of such event at least ten (10) days prior to the date fixed as a record date or the date of closing the transfer books for the
determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription
rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record
date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver
to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that
such notice is given to the shareholders.


 


8.2
Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more
of the following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them
to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than
out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company,
(ii) the Company shall offer to all the holders of its Shares any additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor,
or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction
or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.


 


8.3
Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price
pursuant to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price
Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and
accurate by the Company’s Chief Financial Officer.


 


8.4
Transmittal of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in
writing and shall be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service:
(i) if to the registered Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or
(ii) if to the Company, to following address or to such other address as the Company may designate by notice to the Holders:


 


If
to the Holder:


 


Dawson
James Securities, Inc.


1
North Federal Highway – 5th Floor


Boca
Raton, FL 33432


Attention:
Chief Executive Officer


 


with
a copy (which shall not constitute notice) to:




Schiff Hardin LLP


901
K Street, NW, Suite 700


Washington,
DC 20001


 




    	 



    	 



    

 


Attn:
Ralph V. De Martino, Esq.


Fax
No.: (202) 778-6460


 


If
to the Company:


 


InspireMD,
Inc.


800
Boylston Street, Suite 16041


Boston,
Massachusetts 02199


Attention:
Chief Executive Officer


 


with
a copy (which shall not constitute notice) to:


 


Haynes
and Boone, LLP


30
Rockefeller Plaze


26th
Floor


New
York, NY 10112


Attention:
Rick Werner, Esq.


Fax
No: (212) 884-8234


 


9.
Miscellaneous.


 


9.1
Amendments. The Company and Dawson may from time to time supplement or amend this Purchase Warrant without the approval
of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective
or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder
that the Company and Dawson may deem necessary or desirable and that the Company and Dawson deem shall not adversely affect the
interest of the Holders. All other modifications or amendments shall require the written consent of and be signed by the party
against whom enforcement of the modification or amendment is sought.


 


9.2
Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way
limit or affect the meaning or interpretation of any of the terms or provisions of this Purchase Warrant.


 


9.3.
Entire Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or
in connection with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter
hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter
hereof.


 


9.4
Binding Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the
Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have
or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant
or any provisions herein contained.


 




    	 



    	 



    

 


9.5
Governing Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The
Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase
Warrant shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court
for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The
Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process
or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return
receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed
personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder
agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable
attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.
The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the
Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any
legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.


 


9.6
Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant
shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase
Warrant or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this
Purchase Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant
shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement
of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to
be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.


 


9.7
Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees
that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and Dawson enter into an agreement
(“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged
for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


[Signature
Page Follows]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the ____ day of
_______, 2017.


 


	INSPIREMD,
    INC.	 
	 	 	 
	By:	             	 
	Name:	 	 
	Title:	 	 


 




    	 



    	 



    

 


[Form
to be used to exercise Purchase Warrant]


 


Date:
__________, 20___


 


The
undersigned hereby elects irrevocably to exercise the Purchase Warrant for ______ shares of common stock, par value $0.0001 per
share (the “Shares”), of InspireMD, Inc., a Delaware corporation (the “Company”), and hereby
makes payment of $____ (at the rate of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares
as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase
Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.


 


or


 


The
undersigned hereby elects irrevocably to convert its right to purchase ___ Shares of the Company under the Purchase Warrant for
______ Shares, as determined in accordance with the following formula:


 


	 	X	=	Y(A-B)	 
	A	 


 


	Where,	 	 	 
	 	X	=	The
    number of Shares to be issued to Holder;
	 	Y	=	The
    number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The
    fair market value of one Share which is equal to $_____; and
	 	B	=	The
    Exercise Price which is equal to $______ per share


 





The
undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement
with respect to the calculation shall be resolved by the Company in its sole discretion.


 


Please
issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable,
a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.


 


Signature
__________________________


 


Signature
Guaranteed _________________


 




    	 



    	 



    

 


INSTRUCTIONS
FOR REGISTRATION OF SECURITIES


 


	Name:		 
	 	(Print
    in Block Letters)	 
	 	 	 
	Address:	  	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by
a firm having membership on a registered national securities exchange.


 




    	 



    	 



    

 


[Form
to be used to assign Purchase Warrant]


 


ASSIGNMENT


 


(To
be executed by the registered Holder to effect a transfer of the within Purchase Warrant):


 


FOR
VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto the right to purchase shares of Common Stock, par
value $0.0001 per share, of InspireMD, Inc., a Delaware corporation (the “Company”), evidenced by the Purchase
Warrant and does hereby authorize the Company to transfer such right on the books of the Company.


 


Dated:
__________, 20__


 


Signature
_______________________________


 


Signature
Guaranteed__________________


 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration
or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or
by a firm having membership on a registered national securities exchange.