DEPOSIT ACCOUNT CONTROL AGREEMENT


 


PARTIES


 


HERCULES TECHNOLOGY GROWTH CAPITAL, INC. (''Creditor'')


INSPIREMD, INC. (“Customer'')


BANK LEUMI USA (''Bank'')


___________________________________________________________
(''Banking Office'')


 


BACKGROUND


 


Customer has granted
Creditor a security interest in a deposit account maintained by Bank for Customer and in all funds heretofore or hereafter deposited
into that account, including any interest earned thereon. The Parties are entering into this agreement to perfect Creditor’s
security interest in that account.


 


AGREEMENT


 


		1.	The Account



 


Bank represents and
warrants to Creditor that Bank maintains deposit account no. 22-655409-18 (such account, together with all cash, funds, items,
instruments and other amounts now or hereafter deposited into or held therein, and all interest thereon, the ''Account'') for Customer
at the Banking Office and that, as of the date hereof, Bank does not know of any claim to or interest in the Account or any other
control agreement with respect to the Account, except for claims and interests of the parties referred to in this agreement.


 


		2.	Control of Account by Creditor



 


a. Bank shall execute transactions in the Account at the direction of Customer unless and until Bank receives from Creditor
a written Notice of Exclusive Control in substantially the form of Exhibit A hereto (a “Notice of Exclusive Control”);
provided, that in the event that Bank at any time receives conflicting instructions from Customer and Creditor, Bank shall only
execute the instructions originated by Creditor. Upon receipt of a Notice of Exclusive Control, Bank will immediately (i) comply
only with instructions and other directions as to the withdrawal or disposition of any funds credited to the Account and as to
any other matters relating to the Account (“Orders”), originated by Creditor, without Customer's further consent, (ii)
cease complying with Orders originated by Customer or any other person/entity, and (iii) neither accept nor comply with any instructions
from Customer withdrawing or transferring any funds or other property from the Account nor deliver any property in the Account
to Customer nor pay any free credit balance or other amount owing from Bank to Customer with respect to the Account without the
specific prior written consent of Creditor.


 


b.Bank may rely on a Notice of Exclusive
Control purportedly signed by Creditor and shall have no duty to investigate or make any determination as to the validity, genuineness
or propriety thereof, or the facts giving rise thereto. This Agreement does not create or impose any obligation or duty upon Bank
other than those expressly set forth herein.


 


		3.	Priority of Creditor’s Security Interest; Rights
Reserved by the Bank



 


a.
Bank agrees that all of its present and future rights, interests, liens and security interests with respect to the Account
(including, without limitation, rights of setoff, recoupment, banker’s lien, chargeback or otherwise) are subordinate to
Creditor's present and future rights, interests, liens and security interests with respect to the Account; provided, however,
that Creditor agrees that nothing herein subordinates or waives, and that Bank expressly reserves, all of its present and future
rights (whether described as rights of setoff, banker's lien, chargeback or otherwise, and whether available to Bank under the
law or under any other agreement between Bank and Customer concerning the Account, or otherwise) with respect to: (i) items deposited
to the Account and returned unpaid, whether for insufficient funds or for any other reason, and without regard to the timeliness
of return of any such items; (ii) checks paid, or other payment orders executed in good faith against uncollected funds in the
Account provided Bank does not have reasonable cause to doubt the collectibility of such uncollected funds; (iii) claims of breach
of the transfer or presentment warranties arising under the applicable Uniform Commercial Code made against Bank in connection
with items deposited to the Account; and (iv) Bank's usual and
customary charges for services rendered in connection with the Account. 


 






    	 



    	 



    

 


b.Except as otherwise required
by law, Bank will not agree with any third party that Bank will comply with Orders originated by such third party.


 


		4.	Statements; Notices of Adverse Claims



 


Bank may disclose to
Creditor such information concerning the Account as Creditor may from time to time reasonably request; provided, however,
that Bank shall have no obligation to disclose to Creditor any information which Bank does not ordinarily make available to its
depositors. Bank will use reasonable efforts promptly to notify Creditor and Customer if any other person claims that it has a
property interest in the Account.


 


		5.	Bank's Responsibility



 


a. Except for permitting a withdrawal or other action in violation of section 2, above, Bank will not be liable to Creditor
for complying with Orders from Customer that are received by Bank before Bank receives and has had a reasonable opportunity to
act (but not more than two business days) on a contrary Order from Creditor.


 


b. Bank will not be liable to Customer for complying with Orders originated by Creditor, even if Customer notifies Bank that
Creditor is not legally entitled to issue Orders, unless Bank takes the action after it is served with an injunction, restraining
order or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and has had a reasonable
opportunity to act on the injunction, restraining order or other legal process.


 


c. This agreement does not create any obligation of Bank except for those expressly set forth in this agreement. In particular,
Bank need not investigate whether Creditor is entitled under Creditor's agreements with Customer to give Orders. Bank may rely
on notices and communications it believes are given by the appropriate party.


 


		6.	Indemnity



 


Customer will indemnify
Bank, its officers, directors, employees, and agents against claims, liabilities, and expenses arising out of this agreement (including
reasonable attorneys' fees and disbursements), except to the extent the claims, liabilities, or expenses are caused by Bank's gross
negligence or willful misconduct. Creditor will indemnify Bank, its officers, directors, employees, and agents against claims,
liabilities, and expenses arising from any Notice of Exclusive Control (including reasonable attorneys' fees and disbursements),
except to the extent the claims, liabilities, or expenses are caused by Bank's gross negligence or willful misconduct.


 


 


		7.	Termination; Survival



 


a.    
Creditor may terminate this agreement by notice to the Banking Office and Customer. Bank may terminate this agreement on
30 day's notice to Creditor and Customer.


 


b.    
If Creditor notifies Bank that Creditor's security interest in the Account has terminated, this agreement will immediately
terminate.


 


c. Sections 5, "Bank's
Responsibility," and 6, "Indemnity," will survive termination of this agreement.


 


		8.	Governing Law



 






    	 



    	 



    

 


This agreement and the
Account will be governed by the laws of the State of New York. Bank may not change the law governing the Account without Creditor's
express written agreement, which consent shall not be unreasonably withheld.


 


		9.	Entire Agreement



 


This agreement is the
entire agreement and supersedes any prior agreements and contemporaneous oral agreements of the parties concerning its subject
matter.


 


		10.	Amendments



 


No amendment of, or
waiver of a right under, this agreement will be binding unless it is in writing and signed by the party to be charged.


 


		11.	Severability



 


To the extent a provision
of this agreement is unenforceable, this agreement will be construed as if the unenforceable provision were omitted.


 


		12.	Other Agreements



 


For so long as this
agreement remains in effect, transactions involving the Account shall be subject, except to the extent inconsistent herewith, to
the provisions of such deposit account agreements, disclosures, and fee schedules as are in effect from time to time for accounts
like the Account.


 


		13.	Successors and Assigns



 


The provisions of this
agreement shall be binding upon and inure to the benefit of Bank, Creditor and Customer and their respective successors and assigns.


 


		14.	Notices



 


A notice or other communication
to a party under this agreement will be in writing and will be sent to the party's address set forth below or to such other address
as the party may notify the other parties, and will be effective on receipt.


 


		15.	Counterparts



 


This agreement may be
executed in counterparts, each of which shall be an original, and all of which shall constitute but one and the same instrument.


 


The foregoing is hereby
acknowledged and agreed to, effective as of the last of the dates set forth below.


 


[signature page follows]


 






    	 



    	 



    










 


INSPIREMD, INC.


(Customer)


 





	By:  	/s/ Craig Shore	 







 


Name: Craig Shore


 


Title: Chief Financial Officer


 


Address:


 


InspireMD, Inc.

Attention: Craig Shore

800 Boylston Street, Suite 1600

Boston, Massachusetts 02199


 


Facsimile: _____________________


 


Telephone: 857-453-6553


 


Date: October 23, 2013


 





 


HERCULES TECHNOLOGY GROWTH CAPITAL, INC.


(Creditor)


 





	By:  	/s/ K. Nicholas Martitsch	 







 


Name: K. Nicholas Martitsch


 


Title: Associate General Counsel


 


Address:


 


Hercules Technology Growth Capital, Inc.


Legal Department

Attention: Chief Legal Officer and Mr. Bryan Jadot

400 Hamilton Avenue, Suite 310

Palo Alto, California 94301


 


Facsimile: 650-473-9194


 


Telephone: 650-289-3060


 


Date: October 23, 2013








 






    	 



    	 



    

 


 


BANK LEUMI USA


(Bank)


 





	By:  	/s/
    Avram Keusch 	 	/s/
    Howard Kramer	 







 


Name: Avram Keusch and Howard Kramer


 


Title: First Vice President and Vice President


 





	Address:	579 Fifth Avenue, 5th Floor 
	(Banking office)
	 	New York, NY 10017 
	 	 
	Facsimile:	212-626-1072
	(Banking office)
	 	 
	Telephone:  	212-626-1056 and 212-626-1055 
	(Banking office)







 


 


Date: October 23, 2013


 






    	 



    	 



    







 


Exhibit A


 


Notice of Exclusive Control


 


 


 


 


Dear:


 


 


Reference is made to
the Deposit Account Control Agreement dated as of ___________ , 20__ (the “Control Agreement”) by and among you, the
undersigned, and ____________________ (“Customer”). Terms defined in the Control Agreement and used without other definition
herein shall have the respective meanings herein assigned to such terms in the Control Agreement.


 


Pursuant to Section
2 of the Control Agreement, you are hereby directed, from and after the date hereof, to execute only instructions originated by
Creditor, and not to accept for execution any further entitlement orders originated by Customer.


 





	 	Very truly yours,
	 	 	 
	 	 
	 	 	 
	 	By:	 
	 	 	 
	 	Title: