INSPIREMD,
INC.


 


and


 


Action
Stock Transfer Corporation


 


SERIES
C WARRANT AGREEMENT


 


Dated
as of March [●], 2017


 


THIS
SERIES C WARRANT AGREEMENT (this “Agreement”), dated as of March [●], 2017 is by and between InspireMD,
Inc., a Delaware corporation (the “Company”), and Action Stock Transfer Corporation, as warrant agent
(the “Warrant Agent”, also collectively referred to herein as the “Transfer Agent,”
and subject to the appointment of a successor Warrant Agent pursuant to Section 7.3).


 


WHEREAS,
the Company is engaged in a public offering (the “Offering”) of the Company’s units (the “Units”),
with each Unit consisting of (i) one share of Series C Convertible Preferred Stock (the “Preferred Stock”),
which Preferred Stock is convertible into Common Stock (as defined below), (ii) five-year warrant s (the “Series
B Warrant”) to purchase shares of Common Stock (as defined below) and (iii) six-month warrant s (the “Series
C Warrant”) to purchase shares of Common Stock (as defined below), and, in connection therewith, has determined
to issue and deliver up to 3,000,000 Series C Warrants to investors in the Offering (the “Warrants”).
Each Warrant entitles the holder thereof to purchase a share of common stock of the Company, par value $0.0001 per share
(“Common Stock” and, together with the Warrants and the shares of Common Stock underlying the Warrants
(“Warrant Shares”), the “Securities”), for $[●] per share, subject to
adjustment as described herein; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-1 (File No. 333-215682) (the “Registration Statement”) and prospectus (the “Prospectus”)
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Securities;
and


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants;
and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company
and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the
Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth
in this Agreement.


 




    	 	 	 



    	 		 



    

 


2. Warrants.


 


2.1. Form
of Warrant. Each Warrant shall be issued in registered form only and shall be evidenced by one or more global Warrant Certificates
deposited with the Depository Trust Company (“DTC”) and registered in the name of Cede & Co., a
nominee of DTC, in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein, and shall
be signed by, or bear the facsimile or .pdf signature of, the Chairman of the Board, President, Chief Executive Officer, Chief
Financial Officer, Secretary or other authorized officer of the Company. In the event the person whose facsimile signature has
been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant
is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.2. Effect
of Countersignature. Unless and until countersigned by, or bear the facsimile or .pdf signature of, the Warrant Agent pursuant
to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3. Registration.


 


2.3.1. Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of
original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent
shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company or its representatives.


 


2.3.2.
Registered Holder. Prior to due presentment to the Warrant Agent for registration of transfer of any Warrant, the Company
and the Warrant Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered
Holder” and “Registered Holder” shall include, if the Warrants are held in “street name”,
a Participant or a designee appointed by such Participant) as the absolute owner of such Warrant and of each Warrant represented
thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificate (as defined below) made by anyone
other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither
the Company nor the Warrant Agent shall be affected by any notice to the contrary. For purposes of this Agreement, a “Participant”
means any institution, with respect to a Warrant in its account, that has an account with DTC.


 


3. Terms
and Exercise of Warrants.


 


3.1. Exercise
Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the
provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein,
at the price of $[●] per share, subject to the adjustments provided in Section 4 hereof and in the last sentence
of this Section 3.1. The term “Exercise Price” as used in this Agreement shall mean the price
per share at which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion
may lower the Exercise Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty
(20) Business Days; provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction
to Registered Holders of the Warrants and provided further that any such reduction shall be identical among all of the Warrants.
For purposes of the Agreement, “Business Day” shall mean any day other than a Saturday, Sunday or a
day on which banking institutions in the City of New York are authorized or obligated by law or executive order to close.


 




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3.2. Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing
immediately following the closing of the Offering and terminating at 5:00 p.m., New York City time on the Expiration Date. For
purposes of this Agreement, the “Expiration Date” shall mean the date that is the six (6) month anniversary
of the closing of the Offering. Each Warrant not exercised on or before the Expiration Date shall become void, and all rights
thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration
Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided,
that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the
Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.


 


3.3. Exercise
of Warrants.


 


3.3.1. Exercise.
Subject to the provisions of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by
the Registered Holder thereof by delivery to the Company in the form attached hereto (“Notice of Exercise”).
The aggregate Exercise Price shall be paid in lawful money of the United States in good certified check or good bank draft payable
to the order of the Warrant Agent within three (3) Trading Days of the delivery of Notice of Exercise in connection with a exercise
of any Warrant, unless cashless exercise is used. No ink-original Notice of Exercise shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice
of Exercise the Registered Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant
Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided
payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days
of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required
to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available
under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender
the Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered
to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available
thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal
to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the
number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise
within one (1) Business Day of receipt of such notice. For purposes herein, “Trading Day” means (i)
a day on which the Company’s primary Trading Market (as defined below) is open for business, or (ii) if the Common Stock
is not then listed or quoted for trading on a Trading Market, a Business Day. The Registered Holder and any assignee, by acceptance
of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion
of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than
the amount stated on the face thereof.


 


3.3.2.
Issuance of Shares of Common Stock on Exercise. On or prior to the earlier of (i) three (3) Trading Days after delivery
of the applicable Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery
of the applicable Notice of Exercise (the “Share Delivery Deadline”), the Company shall credit such
Registered Holder’s balance account with DTC for the number of full shares of Common Stock to which Holder is entitled,
registered in such name or names as may be directed by the Registered Holder. Unless otherwise advised in writing by the Company,
the Warrant Agent shall always be entitled to assume that such conditions precedent are in effect and shall incur no liability
in making such assumption. Subject to Section 4.5 of this Agreement, a Registered Holder of Warrants may exercise its Warrants
only for a whole number of shares of Common Stock. In no event will the Company be required to net cash settle the Warrant. If,
by reason of any exercise of warrants, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive
a fractional interest in a share, the Company shall either (i) round up to the nearest whole number, the number of shares to be
issued to such holder or (ii) pay such holder cash for such fractional share in the Company’s sole discretion. In the event
of a cash exercise, the Company hereby instructs the Transfer Agent to record cost basis for newly issued shares as the Exercise
Price paid for the share(s). The Company agrees to maintain a transfer agent that is a participant in the FAST program so long
as this Warrant remains outstanding and exerciseable. If the Company fails to cause the Transfer Agent to deliver to the Registered
Holder the Warrant Shares upon exercise of the Warrants on or prior to the Share Delivery Deadline, then the Registered Holder
shall have the right to rescind such exercise. As used herein, “Standard Settlement Period” means the
standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect
to the Common Stock as in effect on the date of delivery of the Notice of Exercise.


 




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3.3.3. Valid
Issuance. All shares of Common Stock issued upon the exercise of a Warrant in conformity with this Agreement shall be validly
issued, fully paid and nonassessable.


 


3.3.4. Intentionally
omitted.


 


3.3.5. Share
Delivery Failure. In addition to any other rights available to the Registered Holder, if the Company shall fail, for any reason
or for no reason, to issue and deliver to the Registered Holder on or prior to the Share Delivery Deadline, a number of Warrant
Shares to which the Registered Holder is entitled upon such Registered Holder’s exercise of a Warrant by crediting such
Registered Holder’s balance account with DTC (as the case may be, but in each case without a restrictive legend) (a “Delivery
Failure”), and if on such or after such Share Delivery Deadline the Registered Holder purchases (in an open market
transaction or otherwise) or the Registered Holder’s broker firm otherwise purchases, shares of Common Stock to deliver
in satisfaction of a sale by the Registered Holder of all or any portion of the number of Warrant Shares issuable upon such exercise
that the Registered Holder so anticipated receiving from the Company (a “Buy-In”), then, in addition to all other
remedies available to it, the Company shall, within three (3) Business Days after the Registered Holder’s request and in
the Registered Holder’s discretion, either (i) pay cash to the Registered Holder in an amount equal to 100% of the Registered
Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares
of Common Stock so purchased (including, without limitation, by any other person in respect, or on behalf, of the Registered Holder)
(the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate
or credit the Registered Holder’s balance account with DTC for the number of Warrant Shares to which the Registered Holder
is entitled upon the Registered Holder’s exercise hereunder (as the case may be) (and to issue such Warrant Shares) shall
terminate, or (ii) promptly honor its obligation to so issue and deliver to the Registered Holder a certificate or certificates
representing such Warrant Shares or credit the Registered Holder’s balance account with DTC for the number of Warrant Shares
to which the Registered Holder is entitled upon the Registered Holder’s exercise hereunder (as the case may be) and pay
cash to the Registered Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number
of shares of Common Stock multiplied by (B) the lowest Closing Sale Price of the shares of Common Stock on any Trading Day during
the period commencing on the date of the applicable Exercise Notice and ending on the date immediately preceding the date of such
issuance and payment under this clause (ii). The Warrant Agent shall have no duties, responsibilities or obligations to take any
action under this paragraph without clear and precise instructions from the Company. Additionally, if the Company fails for any
reason to deliver to the Registered Holder the Warrant Shares subject to a Notice of Exercise by the Share Delivery Deadline,
the Company shall pay to such Registered Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant
Shares subject to such exercise (based on the closing Bid Price of the Common Stock on the date of the applicable Notice of Exercise),
$10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue)
for each Trading Day after such Share Deliver Deadline until such Warrant Shares are delivered or Registered Holder rescinds such
exercise. Nothing herein shall limit a Registered Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms
thereof. For purposes herein, “Closing Sale Price” means, for any security as of any date, the last
trade price for such security on the Company’s primary Trading Market for such security, as reported by Bloomberg, L.P.
(“Bloomberg”), or, if such Trading Market begins to operate on an extended hours basis and does not
designate the last trade price, then the last trade price of such security prior to 4:02 p.m. (New York City time), as reported
by Bloomberg, or if the foregoing do not apply, the last trade price of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for such security by Bloomberg,
the average of the Bid Prices, or the ask prices, respectively, of any market makers for such security as reported in the “pink
sheets” by Pink Sheets LLC. If the Closing Sale Price cannot be calculated for a security on a particular date on any of
the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as determined in good
faith by the Board of Directors of the Company. The Board of Directors’ determination shall be binding upon all parties
absent demonstrable error.


 




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3.3.6. Intentionally
omitted.


 


3.3.7.
Maximum Percentage. The Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall
not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with
such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 4.99% (the
“Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such
exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such person
and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which
the determination of such sentence is being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise
of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or
conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person
and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to
a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence,
for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). Solely the holder of the Warrant shall determine the extent
to which the Warrant is exercisable in accordance with this Section 3.3.7., and neither the Company nor the Transfer Agent
shall have any obligation to verify or confirm the accuracy of such determination. For purposes of the Warrant, in determining
the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected
in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or
other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other
notice by the Company or the Transfer Agent (or its successor) setting forth the number of shares of Common Stock outstanding.
For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business
Days, confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any case, the number
of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities
of the Company by the holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was
reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage
applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase
shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company and in no event shall the
Maximum Percentage exceed 9.99% of the shares of Common Stock outstanding immediately after giving effect to an exercise of a
Warrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 3.3.7 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with
the intended Maximum Percentage herein contained or to make changes or supplements necessary or desirable to properly give effect
to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.


 




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3.3.8 Cashless
Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained
therein is not available for the issuance of the Warrant Shares, then this Warrant may also be exercised, in whole or in part,
at such time by means of a “cashless exercise” in which the Registered Holder shall be entitled to receive a number
of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


(A)
= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice
of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both
executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours”
(as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the
Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg as of the time of the Registered Holder’s
execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours”
on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 2(a) hereof or (iii) the VWAP on the date
of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both
executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading
Day;


 


(B)
= the Exercise Price of this Warrant, as adjusted hereunder; and


 


(X)
= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant
if such exercise were by means of a cash exercise rather than a cashless exercise.


 


If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9)
of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company
agrees not to take any position contrary to this Section 3.3.8.


 


For
purposes of this Agreement,


 


(i)
“VWAP” means, for any date, the price determined by the first of the following clauses that applies:
(a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock
for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported
by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common
Stock is then listed or quoted on the OTCQB or OTCQX, the volume weighted average price of the Common Stock for such date (or
the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading
on either at Trading Market, the OTCQB or the OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets”
published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the
most recent Bid Price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of
Common Stock as determined by an independent appraiser selected in good faith by the Company and reasonably acceptable to holders
holding Warrants to acquire a majority of the Warrant Shares issuable pursuant to the Warrants that were originally issued pursuant
to the Underwriting Agreement, the fees and expenses of which shall be paid by the Company;


 




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(ii)
“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed
or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global
Select Market, or the New York Stock Exchange (or any successors to any of the foregoing); and


 


(iii)
“Bid Price” means, for any date, the price determined by the first of the following clauses that applies:
(a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question
(or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg
(based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a
Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or
OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the
Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,
or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected
in good faith by the Registered Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to
the Company, the fees and expenses of which shall be paid by the Company.


 


4.
 Adjustments.


 


4.1.
Stock Dividends.


 


4.1.1. Split-Ups.
If after the date hereof, and subject to the provisions of Section 4.5 below, the number of outstanding shares of Common
Stock is increased by a stock dividend payable in shares of Common Stock on all outstanding shares of Common Stock, or by a split-up
of shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event,
the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in
the outstanding shares of Common Stock. A rights offering to holders of the Common Stock entitling holders to purchase shares
of Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a stock dividend of
a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights
offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable
for the Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights
offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for
securities convertible into or exercisable for Common Stock, in determining the price payable for Common Stock, there shall be
taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion
and (ii) “Fair Market Value” means the volume weighted average price of the Common Stock as reported during the ten
(10) Trading Day period ending on the Trading Day prior to the first date on which the shares of Common Stock trade on the applicable
exchange or in the applicable market, regular way, without the right to receive such rights.


 


4.1.2. Intentionally
omitted.


 


4.2. Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.5 hereof, the number of outstanding
shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common
Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification
or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to
such decrease in outstanding shares of Common Stock.


 


4.3. Adjustments
in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted,
as provided in subsection 4.1.1 or 4.2 above, the Exercise Price shall be adjusted (to the nearest cent) by multiplying
such Exercise Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares
of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of
which shall be the number of shares of Common Stock so purchasable immediately thereafter.


 




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4.4. Notices
of Changes in Warrant. Upon every adjustment of the Exercise Price or the number of shares issuable upon exercise of a Warrant,
the Company shall give reasonable written notice thereof to the Warrant Agent, which notice shall state the Exercise Price and
any new or amended terms resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable
at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based. Upon every adjustment of the Exercise Price or the number of shares issuable upon exercise of
a Warrant, the Company shall give prompt written notice of the occurrence of such event to each holder of a Warrant, at the last
address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give
such notice, or any defect therein, shall not affect the legality or validity of such event. The Warrant Agent shall have no duty
or obligation under this Agreement to determine whether any event requiring adjustment under this Section 4 has occurred
or are scheduled or contemplated to occur or to calculate any of the adjustments set forth herein.


 


4.5
Fundamental Transaction. If, at any time while the Warrants are outstanding, (i) the Company, directly or indirectly, in
one or more related transactions effects any merger or consolidation of the Company with or into another Person (as the term is
defined below), (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or
other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect,
purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders
of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted
by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related
transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange
pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the
Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other
business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with
another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common
Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or
affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each
a “Fundamental Transaction”), then, upon any subsequent exercise of a Warrant, the Registered Holder
shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to
the occurrence of such Fundamental Transaction (without regard to any limitation in Section 3.3.7 hereof on the exercise
of this Warrant), the number of shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation,
and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental
Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such
Fundamental Transaction (without regard to any limitation in Section 3.3.7 hereof on the exercise of this Warrant). For
purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Registered Holder shall be given
the same choice as to the Alternate Consideration it receives upon any exercise of a Warrant following such Fundamental Transaction.
Notwithstanding anything to the contrary, in the event of a Fundamental Transaction the Company or any Successor Entity (as defined
below) shall, at the Registered Holder’s option, exercisable at any time concurrently with, or within 30 days after, the
consummation of the Fundamental Transaction upon delivery of written notice to the Company or any Successor Entity, as applicable,
purchase this Warrant from the Registered Holder by paying to the Registered Holder an amount of cash equal to the Black Scholes
Value of the remaining unexercised portion of this Warrant as of the date of the consummation of such Fundamental Transaction ; provided, however, that the Company or any Successor Entity shall not be required to purchase this Warrant for the Black
Scholes Value hereunder solely in connection with a Fundamental Transaction that is (i) not approved by the Board of Directors
and (ii) not within the control of the Company. Any cash payment will be made by wire transfer of immediately available funds
within five Business Days of the Registered Holder’s election (or, if later, on the effective date of the Fundamental Transaction).
“Black Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing
Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental
Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period
equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date,
(B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg
as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying
price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value
of any non-cash consideration, if any, being offered in such Fundamental Transaction and (D) a remaining option time equal to
the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date. The Company
shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under the Warrant Agreement in accordance with
the provisions of this Section 4.5 pursuant pursuant to written agreements in customary form and shall, upon the written
request of the Registered Holder of Warrants, deliver to that Registered Holder in exchange for those Warrants a security of the
Successor Entity evidenced by a written instrument substantially similar in form and substance to those Warrants that is exercisable
for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity), if any, plus any Alternate
Consideration, receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for
which those Warrants were exercisable immediately prior to such Fundamental Transaction, and with an exercise price which applies
the exercise price hereunder to such shares of capital stock, if any, plus any Alternate Consideration (but taking into account
the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital
stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value those
Warrants had immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental
Transaction the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Warrant Agreement and the Warrant referring to the “Company” shall refer instead
to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the
Company under this Warrant Agreement and the Warrant with the same effect as if such Successor Entity had been named as the Company
herein. “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or
other entity of any kind.


 




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4.6. Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants
issued after such adjustment may state the same Exercise Price and the same number of shares as is stated in the Warrants initially
issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make
any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any
Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be
in the form as so changed.


 


4.7 Other
Notices. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B)
the Companyshall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Companyshall authorize
the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock
of any class or of any rights, (D) the approval of any stockholders of the Companyshall be required in connection with any reclassification
of the Common Stock, any consolidation or merger to which the Companyis a party, any sale or transfer of all or substantially
all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities,
cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the
affairs of the Company, then, in each case, the Companyshall cause to be filed at each office or agency maintained for the purpose
of exercise of Warrants, and shall cause to be delivered to each Holder at its last address as it shall appear upon the stock
books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants,
or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that
holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure
to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action
required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material,
non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with
the Commission pursuant to a Current Report on Form 8-K


 


5.
 Transfer and Exchange of Warrants. 


 


5.1. Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed by an eligible guarantor
institution participating in a signature guarantee program approved by the Securities Transfer Association, and accompanied by
appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants
shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the
Warrant Agent to the Company from time to time upon request.


 




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5.2. Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants.


 


5.3. Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in
the issuance of a warrant certificate for a fraction of a warrant.


 


5.4. Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants. The Company shall pay all
Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or
another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant
Shares.


 


5.5. Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the
terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for
such purpose.


 


6. Other
Provisions Relating to Rights of Holders of Warrants.


 


6.1. No
Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors
of the Company or any other matter.


 


6.2. Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, absent notice to the Company
or Warrant Agent that such certificates have been acquired by a protected purchaser, the Company may, upon receipt by Warrant
Agent of customary and reasonable indemnity, if requested (which shall in no event include the posting of any bond) satisfactory
to the Warrant Agent and holding it and Company harmless, issue, in a form mutually agreed to by Warrant Agent and the Company,
a new Warrant of like denomination, tenor and date as the Warrant so lost, stolen, mutilated or destroyed, and countersigned by
the Warrant Agent. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the
allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone. The Warrant Agent may, at its
option, countersign replacement Warrants for mutilated certificates upon presentation thereof without such indemnity.


 




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6.3. Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares
of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.
The Company further covenants that its issuance of Warrants shall constitute full authority to its officers who are charged with
the duty of executing stock certificates to execute and issue the necessary Warrant Shares upon the exercise of the purchase rights
under the Warrants. The Company will take all such commercially reasonable action as may be necessary to assure that such Warrant
Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the trading
market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise
of the purchase rights represented by the Warrants will, upon exercise of the purchase rights represented by the Warrants and
payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free
from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer
occurring contemporaneously with such issue).


 


6.4. Registration
of Common Stock. The Company registered the Warrants and the Warrant Shares in the Registration Statement. The Company will
use its reasonable best efforts to maintain the effectiveness of such Registration Statement and the current status of the Prospectus
or to file and maintain the effectiveness of another registration statement and another current prospectus covering the Warrants
and the Warrant Shares at any time that the Warrants are exercisable. In addition, the Company agrees to use its reasonable best
efforts to register the Warrants and Warrant Shares under the blue sky laws of the states of residence of the Registered Holders
to the extent an exemption from such registration is not available.


 


7. Concerning
the Warrant Agent and Other Matters.


 


7.1. Bank
Accounts. All funds received by Warrant Agent under this Agreement that are to be distributed or applied by Warrant Agent
in the performance of services to be provided hereunder (the “Funds”) shall be held by the Warrant Agent
as agent for the Company and deposited in one or more bank accounts to be maintained by the Warrant Agent in its name as agent
for the Company. Until paid pursuant to the terms of this Agreement, the Warrant Agent will hold the Funds through such accounts
in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade
by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating)
(each as reported by Bloomberg). The Warrant Agent shall have no responsibility or liability for any diminution of the Funds that
may result from any deposit made by the Warrant Agent in accordance with this paragraph, including any losses resulting from a
default by any bank, financial institution or other third party. The Warrant Agent may from time to time receive interest, dividends
or other earnings in connection with such deposits. The Warrant Agent shall not be obligated to pay such interest, dividends or
earnings to the Company, any holder or any other party.


 


7.2. Payment
of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the
Warrant Agent in respect of the issuance or delivery of the Warrant Shares, but neither the Company nor the Warrant Agent shall
be obligated to pay any transfer taxes in respect of the Warrants or Warrant Shares. The Warrant Agent shall not register any
transfer or issue or deliver any Warrants or Warrant Shares unless or until the persons requesting the registration or issuance
shall have paid to the Warrant Agent for the account of the Company the amount of such tax, if any, or shall have established
to the reasonable satisfaction of the Company and the Warrant Agent that such tax, if any, has been paid.


 


7.3. Resignation,
Consolidation, or Merger of Warrant Agent.


 


7.3.1.
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to
the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment
within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent
or by the holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder
of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor
Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such applicable
court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its
principal office in the City and State of New York, and authorized under such laws to exercise the powers of a transfer agent
and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall
be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like
effect as if originally named as Warrant Agent hereunder, without any further act or deed; but, if for any reason it becomes necessary
or appropriate, at the expense of the Company, the predecessor Warrant Agent shall deliver and transfer to the successor Warrant
Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary
for such purpose.


 




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7.3.2. Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the Transfer Agent for the Common Stock not later than the effective date of any such appointment.


 


7.3.3.
Merger or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be
consolidated or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the
successor Warrant Agent under this Agreement without any further act.


 


7.4. Fees
and Expenses of Warrant Agent.


 


7.4.1. Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall,
pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant
Agent may reasonably incur in the execution of its duties hereunder.


 


7.4.2. Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent
for the carrying out or performing of the provisions of this Agreement.


 


7.5. Liability
of Warrant Agent.


 


7.5.1. Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the Chief Executive Officer or other authorized officer of the Company and delivered
to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant
to the provisions of this Agreement.


 


7.5.2. Indemnity.
The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any costs, expenses (including reasonable
fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising
from or out of, directly or indirectly, any claims or liability resulting from its actions or omissions as Warrant Agent pursuant
hereto; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with
respect to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out
of, its gross negligence, bad faith, or willful misconduct (each as determined in a final judgment by a court of competent jurisdiction).


 


7.5.3. Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity
or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by
the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount
of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any
act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common
Stock to be issued pursuant to this Agreement or any Warrant or as to whether any Warrant Shares, when issued, be valid and fully
paid and nonassessable.


 




    	 	 12	 



    	 		 



    

 


7.5.4. Limitation
of Liability. Notwithstanding anything contained herein to the contrary, the Warrant Agent’s aggregate liability during
any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided
or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed,
the amounts paid hereunder by the Company to the Warrant Agent as fees and charges, but not including reimbursable expenses, during
the twelve (12) months immediately preceding the event for which recovery from Warrant Agent is being sought.


 


7.6. Instructions;
Certifications. From time to time, the Company may provide the Warrant Agent with instructions or certifications concerning
or related to the services performed by the Warrant Agent hereunder. In addition, at any time the Warrant Agent may apply to any
officer of the Company for instruction, and may consult with legal counsel for the Warrant Agent or the Company with respect to
any matter arising in connection with the services to be performed by the Warrant Agent under this Agreement. The Warrant Agent
and its employees, agents and subcontractors shall not be liable and shall be indemnified by the Company for any action taken
or omitted by Warrant Agent, its employees, agents and subcontractors in reliance upon any Company instructions, certifications
or upon the advice or opinion of such counsel. The Warrant Agent shall not be held to have notice of any change of authority of
any person, until receipt of written notice thereof from the Company.


 


7.7. Rights
and Duties of Warrant Agent. (a) The Warrant Agent may consult with legal counsel (who may be legal counsel for the Company),
and the opinion of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action
taken or omitted by it in accordance with such opinion.


 


(b) The
Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or
in the Warrants (except its countersignature thereof) or be required to verify the same, and all such statements and recitals
are and shall be deemed to have been made by the Company only.


 


(c) The
Warrant Agent shall not have any duty or responsibility in the case of the receipt of any written demand from any holder of Warrants
with respect to any action or default by the Company, including, without limiting the generality of the foregoing, any duty or
responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company.


 


(d) The
Warrant Agent and any stockholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants
or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested,
or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this
Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other
legal entity.


 


(e) The
Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself
or by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect
or misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct,
absent gross negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction)
in the selection and continued employment thereof.


 




    	 	 13	 



    	 		 



    

 


(f) The
Warrant Agent may rely on and shall be held harmless and protected and shall incur no liability for or in respect of any action
taken, suffered or omitted to be taken by it in reliance upon any certificate, statement, instrument, opinion, notice, letter,
facsimile transmission, telegram or other document, or any security delivered to it, and believed by it to be genuine and to have
been made or signed by the proper party or parties, or upon any written or oral instructions or statements from the Company with
respect to any matter relating to its acting as Warrant Agent hereunder.


 


(g) The
Warrant Agent shall not be obligated to expend or risk its own funds or to take any action that it believes would expose or subject
it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment
or indemnity satisfactory to it.


 


(h) The
Warrant Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating
to any registration statement filed with the Commission or this Agreement, including without limitation obligations under applicable
regulation or law.


 


(i) The
Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Warrants authenticated
by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the
proceeds of the issue and sale, or exercise, of the Warrants.


 


(j) The
Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the express provisions
hereof (and no duties or obligations shall be inferred or implied). The Warrant Agent shall not assume any obligations or relationship
of agency or trust with any of the owners or holders of the Warrants.


 


(k) The
Warrant Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature
by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion
Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution
for, the foregoing; or (b) any law, act, regulation or any interpretation of the same even though such law, act, or regulation
may thereafter have been altered, changed, amended or repealed.


 


(l) In
the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request
or other communication, paper or document received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole discretion,
refrain from taking any action, and shall be fully protected and shall not be liable in any way to Company, the holder of any
Warrant or any other person or entity for refraining from taking such action, unless the Warrant Agent receives written instructions
signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of Warrant Agent.


 


7.8. Delivery
of Exercise Price. The Warrant Agent shall forward funds received for warrant exercises under this Agreement on the date of
receipt to the Company by wire transfer to an account designated by the Company.


 


7.9. Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
express terms and conditions herein set forth and among other things, shall account to the Company with respect to Warrants exercised
and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Warrant Shares.


 




    	 	 14	 



    	 		 



    

 


7.10.
 Opinion of Counsel. The Company shall provide an opinion of counsel prior to
the effective date of this Agreement to set up a reserve of Warrants and related Common Stock. The opinion shall state that all
Warrants or Common Stock, as applicable, are: (1) registered under the Securities Act or are exempt from such registration, and
all appropriate state securities law filings have been made with respect to the warrants or shares; and (2) validly issued, fully
paid and non-assessable.


 


7.11.
 Confidentiality. The Warrant Agent and the Company agree that all books, records,
information and data pertaining to the business of the other party, including inter alia, personal, non-public Warrant
holder information, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement including
the compensation for services performed hereunder shall remain confidential, and shall not be voluntarily disclosed to any other
person, except as may be required by law, including, without limitation, pursuant to subpoenas from state or federal government
authorities (e.g., in divorce and criminal actions).


 


7.12. Consequential
Damages. Neither party to this Agreement shall be liable to the other party for any consequential, indirect, punitive, special
or incidental damages under any provisions of this Agreement or for any consequential, indirect, punitive, special or incidental
damages arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility
of such damages.


 


8. Miscellaneous
Provisions.


 


8.1. Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns.


 


8.2. Notices.
All notices, requests, demands and other communications from the Company to the Warrant Agent or vice-versa, or the holders of
warrants to the Warrant Agent or the Company made under or by reason of the provisions of this Agreement shall be in writing and
shall be given by hand delivery, certified or registered mail, return receipt requested, or nationally recognized overnight courier,
addressed as follows:


 


If
to the Company:


 


InspireMD,
Inc.


Menorat
Hamaor 4, 3rd Floor


Tel
Aviv, 67448


Attention:
Chief Financial Officer


Facsimile:
972-3-691-7692


E-mail:
craigs@inspiremd.com


 


If
to the Warrant Agent:


 


Action
Stock Transfer Corp.


2469
E. Fort Union Blvd., Suite 214


Salt
Lake City, Utah 84121


Attention:
General Counsel


Facsimile:


E-mail:


 




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All
notices, requests, demands and other communications made under or by reason of the provisions of this Agreement shall be effective
when sent.


 


8.3. Applicable
Law, Submission to Jurisdiction, Trial by Jury. The validity, interpretation, and performance of this Agreement and of the
Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another jurisdiction. Each of the Company and the holders hereby
agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought
and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Warrant Agent hereby agrees that any
action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in
the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the Company and the Warrant Agent hereby waives any
objection to such exclusive jurisdiction, as applicable, and that such courts represent an inconvenient forum. The Company (on
its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates), the Warrant Agent and
the Registered Holders 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.


 


8.4. Persons
Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or
entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason
of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations,
promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their
successors and assigns and of the Registered Holders of the Warrants.


 


8.5. Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent at the office of the Warrant Agent designated for such purpose, for inspection by the Registered Holder of any Warrant.
The Warrant Agent may require any such holder to submit his Warrant for inspection by it.


 


8.6. Counterparts.
This Agreement may be executed in any number of original, facsimile or .pdf counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
A signature to this Agreement transmitted electronically shall have the same authority, effect, and enforceability as an original
signature.


 


8.7. Effect
of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect
the interpretation thereof.


 


8.8. Amendments.
All modifications or amendments, including any amendment to increase the Exercise Price or shorten the Exercise Period, shall
require the vote or written consent of the Registered Holders of 100% of the then outstanding Warrants. Notwithstanding the foregoing,
the Company may lower the Exercise Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2,
respectively, without the consent of the Registered Holders. No consideration shall be offered by the Company to any Registered
Holder in connection with a modification, amendment or waiver of this Agreement or any Warrant without also offering the same
consideration to all Registered Holders. As a condition precedent to the Warrant Agent’s execution of any amendment, the
Company shall deliver to the Warrant Agent a certificate from a duly authorized officer of the Company that states that the proposed
amendment is in compliance with the terms of this Section 8.8.


 




    	 	 16	 



    	 		 



    

 


8.9. Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


8.10. Survival.
The provisions of Sections 7 shall survive any termination of this Agreement and the resignation, removal or replacement
of the Warrant Agent.


 


8.11.
 Force Majeure. Notwithstanding anything to the contrary contained herein, the
Warrant Agent will not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including,
without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction
of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval
systems, labor difficulties, war, or civil unrest; provided, however, that the Company’s obligations under the Warrants
shall not be affected by this Section 8.11 and the Company shall remain liable pursuant to the Warrants and this Agreement, including,
without limitation, for Buy-In Price or liquidated damages, to the Registered Holder


 


8.12. USA
PATRIOT Act Notice. The Warrant Agent hereby notifies the Company that pursuant to the requirements of the USA PATRIOT Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it must obtain, verify and record
certain information that identifies the Company, which information includes the name and address of the Company and other information
that will allow the Warrant Agent to identify the Company in accordance with the Patriot Act.


 


[Signature
page follows]


 




    	 	 17	 



    	 		 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	INSPIREMD, INC.
	 	 	 
	 	By:	 
	 	Name:
	Craig
    Shore
	 	Title:
	Chief
    Financial Officer
	 	 	 
	 	ACTION
    STOCK TRANSFER CORPORATION
	 	as Warrant Agent
	 	 	 
	 	By:
    	
	 	Name:	Justeene
Blankenship
	 	Title:
	President


 


[Signature
Page to Warrant Agreement]


 




    	 	 	 



    	 		 



    

 


EXHIBIT
A


[Form
of Warrant Certificate]


[FACE]


Number


 


Warrants


 


THIS
WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO


THE
EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR


IN
THE WARRANT AGREEMENT DESCRIBED BELOW


 


INSPIREMD,
INC.


Incorporated
Under the Laws of the State of Delaware


 


Warrant
Certificate


 


This
Warrant Certificate certifies that ___________, or registered assigns, is the registered holder of [●] warrant(s)
(the “Warrants” and each, a “Warrant”) to purchase shares of Common Stock,
$0.0001 par value per share (“Common Stock”), of InspireMD, Inc., a Delaware corporation (the “Company”).
Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive
from the Company that number of fully paid and nonassessable shares of Common Stock as set forth below, at the exercise price
(the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money of the
United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency
of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms
used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement (as defined
on the reverse hereof).


 


Each
Warrant is initially exercisable for one fully paid and non-assessable share of Common Stock. The number of the shares
of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth
in the Warrant Agreement.


 


The
initial Exercise Price per share of Common Stock for any Warrant is equal to $[●] per share. The Exercise Price is subject
to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


Subject
to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the
extent not exercised by the end of such Exercise Period, such Warrants shall become void.


 


Reference
is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set forth at this place.


 


This
Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This
Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without
regard to conflicts of laws principles thereof.


 






    	 	 	 



    	 	 	 



    

 


	 	INSPIREMD,
    INC.
	 	 	 
	 	By:	              
	 	Name:
    	 
	 	Title:
    	 


 


	 	ACTION STOCK TRANSFER CORPORATION,


as Warrant Agent



	 	 	                     
	 	By:	 
	 	Name:
    	 
	 	Title:
    	 


 




    	 	 	 



    	 		 



    

 


[Form
of Warrant Certificate]


 


[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise
to receive shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of March [●],
2017 (the “Warrant Agreement”), duly executed and delivered by the Company to Action Stock Transfer
Corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated
by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders”
or “holder” meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant
Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants
may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by
this Warrant Certificate may exercise them by submitting a written notice of exercise set forth hereon properly completed and
executed, together with payment of the Exercise Price as specified in the Warrant Agreement at the office of the Warrant Agent
designated for such purpose. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised
shall be less than the total number of Warrants evidenced hereby, to the extent required by the Warrant Agreement there shall
be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


The
Warrant Agreement provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise
of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant,
the holder thereof would be entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise,
round up to the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant.


 


Warrant
Certificates, when surrendered at the office of the Warrant Agent designated for such purposes by the Registered Holder thereof
in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the
limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant
Certificates of like tenor evidencing in the aggregate a like number of Warrants.


 


Upon
due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s)
in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except
for any tax or other governmental charge imposed in connection therewith.


 


The
Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of
any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a
stockholder of the Company.


 




    	 	 	 



    	 		 



    

 


Election
to Purchase


(To
Be Executed Upon Exercise of Warrant).


 


The
undersigned hereby irrevocably elects to exercise the rights represented by this Warrant Certificate with respect to ____________
shares of Common Stock, to receive shares of Common Stock and herewith tenders payment for such shares to the order of InspireMD,
Inc. (the “Company”) in the amount of $                           in accordance with the terms hereof. The undersigned requests
that a certificate for such shares be registered in the name of                           , whose address is and that such shares be delivered to whose
address is                           . If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of                          , whose
address is                          , and that such Warrant Certificate be delivered to                           , whose address is                           .


 


In
the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise, (i) the
number of shares that this Warrant is exercisable for would be determined in accordance with section 3.3.8 of the Warrant Agreement
which allows for such cashless exercise and (ii) the holder hereof shall complete the following:


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise
provisions of the Warrant Agreement, to receive shares of Common Stock. If said number of shares is less than all of the shares
of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant
Certificate representing the remaining balance of such shares be registered in the name of                          ,    whose
address is                              , and that such Warrant Certificate be delivered
to                          , whose address is                          .


 


	Date:
    ____________, 20	(Signature)
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax
    Identification Number)


 




    	 	 	 



    	 		 



    

 


NOTICE
OF EXERCISE


 


TO:
INSPIREMD, INC. 


 


1.
Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:


 


a
“Cash Exercise” with respect to                          Warrant Shares; and/or


 


a
“Cashless Exercise” with respect to                           Warrant Shares.


 


In
the event of a “Cash Exercise”, this Exercise Notice and the aggregate Exercise Price shall be delivered to the Warrant
Agent. In the event of a “Cashless Exercise”, this Exercise Notice shall be delivered to the Company.


 


In
the event that the Holder has elected a Cashless Exercise with respect to some or all of the Warrant Shares, shares of Common
Stock are to be delivered to Holder pursuant to such Cashless Exercise, as further specified in Annex A to this Exercise Notice.


 


2.
Payment of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant
Shares, the Holder shall pay the aggregate Exercise Price in the sum of $ to the Warrant Agent in accordance with the terms of
the Warrant.


 


3.
Delivery of Warrant Shares. The Company shall cause the Warrant Agent to deliver to Holder, or its designee or agent as specified
below, shares of Common Stock in respect of the exercise contemplated hereby. Delivery shall be made to Holder, or for its benefit,
to the following address:


 


	 	 	 


 


The
Warrant Shares shall be delivered to the following DWAC Account Number:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


[SIGNATURE
OF HOLDER]


 


	Name
of Investing Entity: 	 


 


	Signature
    of Authorized Signatory of Investing Entity: 	 


 


	Name
    of Authorized Signatory: 	 


 


	Title
    of Authorized Signatory: 	 


 


	Date: