Exhibit 10.3


 


PLACEMENT AGENCY AGREEMENT


 


March 4, 2015


 


H.C. Wainwright & Co., LLC


430 Park Avenue


New York, New York 10022


 


Dawson James Securities, Inc.


1 North Federal Highway


5th Floor


Boca Raton, Florida 33432


 


Ladies and Gentlemen:


 


Introduction.
Subject to the terms and conditions herein (this “Agreement”), InspireMD, Inc., a Delaware corporation (the
“Company”), hereby agrees to sell registered securities (the “Securities”) of the Company,
comprising up to 34,478,675 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per
share (the "Common Stock”), and common stock purchase warrants to purchase up to an aggregate of 34,478,675
shares of Common Stock (the “Warrants” and, together with the Shares, the “Securities”) directly
to various investors (each, an “Investor” and, collectively, the “Investors”) through H.C.
Wainwright & Co., LLC, as lead Placement Agent (the “Lead Agent”) and Dawson James Securities, Inc. (the
“Co-Agent” and together with the Lead Agent, the “Placement Agents”). The Lead Agent may
retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering (as defined
below).


 


The Company hereby
confirms its agreement with the Placement Agents as follows:


 


Section 1.              
Agreement to Act as Placement Agents.


 


(a)               
On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms
and conditions of this Agreement, the Placement Agents, in their roles set forth hereunder, shall be the exclusive Placement Agents
in connection with the offering and sale by the Company of the Securities pursuant to the Company's registration statement on Form
S-3 (File No. 333-191875) (the “Registration Statement”), with the terms of such offering (the “Offering”)
to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. The
Placement Agents will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee
of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will
the Placement Agents or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any
of the Shares for its own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s
agent and not as principal. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer
to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer,
in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities
shall be made at one closing (the “Closing” and the date on which the Closing occurs, a “Closing Date”).
As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents the fees and expenses
set forth below:


 






    	 



    	 



    

 


(i)                
A cash fee equal to 8.0% of the gross proceeds received by the Company from the sale of the Securities at the Closing.


 


(ii)              
The Company also agrees to pay Lead Agent a non-accountable expense allowance of 1.0% of the aggregate gross proceeds raised
in the placement (provided, however, that such reimbursement amount in no way limits or impairs the indemnification
and contribution provisions of this Agreement).


 


(b)              
The term of the Placement Agent's exclusive engagement will begin on the date hereof and end on the date that is 10 days
hereafter (the “Exclusive Term”). Notwithstanding anything to the contrary contained herein, the provisions
concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in
the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation
to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof
and which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D), will survive any expiration or termination of this Agreement.
Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their respective Affiliates to pursue,
investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons
(as defined below) other than the Company. As used herein (i) “Persons” 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 and (ii) “Affiliate” means any
Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities
Act”).


 


Section 2.                
Representations, Warranties and Covenants of the Company. Each of the representations and warranties (together with
any related disclosure schedules thereto) made to the Investors in that certain Securities Purchase Agreement dated as of March
4, 2015 (the “Purchase Agreement”), between the Company and each Investor, is hereby incorporated herein by
reference (as though fully restated herein) and is hereby made to, and in favor of, the Placement Agents. In addition, the Company
hereby represents, warrants and covenants to the Placement Agents as of the date hereof, and as of each Closing Date, as follows:


 


(a)               
Securities Law Filings. The Company has filed with the Securities and Exchange Commission (the “Commission”)
the Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), which was filed
on October 24, 2013 for the registration under the Securities Act of the Securities. Following the effectiveness of the Registration
Statement and the determination of pricing among the Company and the prospective Investors introduced to the Company by Placement
Agents, the Company will file with the Commission pursuant to Rules 430A and 424(b) under the Securities Act, and the rules and
regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final prospectus relating
to the placement of the Securities, their respective pricings and the plan of distribution thereof and will advise the Placement
Agents of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration
statement, at any given time, including the exhibits thereto filed at such time, as amended at such time, is hereinafter called
the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement
is hereinafter called the “Base Prospectus”; and the amended or supplemented form of prospectus, in the form
in which it will be filed with the Commission pursuant to Rules 430A and/or 424(b) (including the Base Prospectus as so amended
or supplemented) is hereinafter called the “Prospectus Supplement.” The Registration Statement at the time it
originally becomes effective is hereinafter called the “Original Registration Statement.” Any reference in this
Agreement to the Registration Statement, the Original Registration Statement, the Base Prospectus or the Prospectus Supplement
shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”),
if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
at any given time, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment”
or “supplement” with respect to the Registration Statement, the Original Registration Statement, the Base Prospectus
or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the
date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be
incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information
which is “contained,” “included,” “described,” “referenced,” “set forth”
or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references
of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is
or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as
the case may be. The Company has not received any notice that the Commission has issued or intends to issue a stop order suspending
the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement or intends to commence
a proceeding for any such purpose.


 






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(b)              
Assurances. The Original Registration Statement, as amended, (and any further documents to be filed with the Commission)
contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective
amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the applicable
Rules and Regulations and did not contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, and the Prospectus Supplement,
each as of its respective date, comply or will comply in all material respects with the Securities Act and the applicable Rules
and Regulations. Each of the Base Prospectus and the Prospectus Supplement, as amended or supplemented, did not and will not contain
as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when
they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable
rules and regulations promulgated thereunder, and none of such documents, when they were filed with the Commission, contained any
untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect
to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances
under which they were made not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events
arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth
therein is required to be filed with the Commission. Except for this Agreement, there are no documents required to be filed with
the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the
Securities Act or (y) will not be filed within the requisite time period. Except for this Agreement, there are no contracts or
other documents required to be described in the Base Prospectus or Prospectus Supplement, or to be filed as exhibits or schedules
to the Registration Statement, which have not been described or filed as required.


 






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(c)               
Offering Materials. Neither the Company nor any of its directors and officers has distributed and none of them will
distribute, prior to each Closing Date, any offering material in connection with the offering and sale of the Securities other
than the Base Prospectus, any preliminary prospectus approved by the Placement Agents, the Prospectus Supplement, the Registration
Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act.


 


(d)              
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this Agreement and the Prospectus Supplement and otherwise to carry out its obligations hereunder
and thereunder. The execution and delivery of each of this Agreement by the Company and the consummation by it of the transactions
contemplated hereby and thereby and under the Prospectus Supplement have been duly authorized by all necessary action on the part
of the Company and no further action is required by the Company, the Company’s Board of Directors (the “Board of
Directors”) or the Company’s stockholders in connection therewith other than in connection with the Required Approvals
(as defined below). This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof,
will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except
(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability
of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions
may be limited by applicable law. For purposes of this Agreement “Required Approvals” means (i) the filing with the
Commission of any preliminary prospectus and the Prospectus Supplement and (ii) an application to NYSE MKT for the listing of the
Shares and the Common Stock issuable upon exercise of the Warrants for trading thereon in the time and manner required thereby.


 


(e)               
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the transactions contemplated
pursuant to the Prospectus Supplement, the issuance and sale of the Securities and the consummation by it of the transactions contemplated
hereby and thereby to which it is a party do not and will not (i) conflict with or violate any provision of the Company’s
or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii)
conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result
in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights
of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit
facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company
or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii)
subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal
and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected;
except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in: (i) a material
adverse effect on the legality, validity or enforceability of this Agreement, (ii) a material adverse effect on the results of
operations, assets, business, prospects or condition (financial or otherwise) of the Company and all direct and indirect subsidiaries
of the Company, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material
respect on a timely basis its obligations under this Agreement (any of (i), (ii) or (iii), a “Material Adverse Effect”).


 






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(f)FINRA
Affiliations. There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the
knowledge of the Company, any five percent (5%) or greater stockholder of the Company.


 


Section 3.                
Delivery and Payment. The Closing shall occur at the offices of the Ellenoff Grossman & Schole LLP, 1345 Avenue
of the Americas, New York, New York 10105 (or at such other place as shall be agreed upon by the Placement Agents and the Company)
(“Placement Agents’ Counsel”). Subject to the terms and conditions hereof, at the Closing payment of the
purchase price for the Securities sold on such Closing Date shall be made by Federal Funds wire transfer, against delivery of such
Securities, and such Securities shall be registered in such name or names and shall be in such denominations, as the Placement
Agents may request at least one business day before the time of purchase (as defined below).


 


Deliveries of the documents
with respect to the purchase of the Securities, if any, shall be made at the offices of Placement Agents’ Counsel. All actions
taken at a Closing shall be deemed to have occurred simultaneously.


 


Section 4.                
Covenants and Agreements of the Company. The Company further covenants and agrees with the Placement Agents as follows:


 


(a)               
Registration Statement Matters. The Company will advise the Placement Agents promptly after it receives notice thereof
of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to any Prospectus
Supplement or any amended Prospectus Supplement has been filed and will furnish the Placement Agents with copies thereof. The Company
will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the
Commission pursuant to Section 13(a), 14 or 15(d) of the Exchange Act subsequent to the date of any Prospectus Supplement and for
so long as the delivery of a prospectus is required in connection with the Offering. The Company will advise the Placement Agents,
promptly after it receives notice thereof (i) of any request by the Commission to amend the Registration Statement or to amend
or supplement any Prospectus Supplement or for additional information, and (ii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any
Incorporated Document, if any, or any amendment or supplement thereto or any order preventing or suspending the use of the Base
Prospectus or any Prospectus Supplement or any amendment or supplement thereto or any post-effective amendment to the Registration
Statement, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the institution
or threatened institution of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing
of the Registration Statement or a Prospectus Supplement or for additional information. The Company shall use its best efforts
to prevent the issuance of any such stop order or prevention or suspension of such use.  If the Commission shall enter any
such stop order or order or notice of prevention or suspension at any time, the Company will use its best efforts to obtain the
lifting of such order at the earliest possible moment, or will file a new registration statement and use its best efforts to have
such new registration statement declared effective as soon as practicable.  Additionally, the Company agrees that it shall
comply with the provisions of Rules 424(b), 430A, 430B and 430C, as applicable, under the Securities Act, including with respect
to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company
under such Rule 424(b) are received in a timely manner by the Commission.


 


(b)              
[Reserved].


 






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(c)               
Amendments and Supplements to a Prospectus Supplement and Other Matters. The Company will comply with the Securities
Act and the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution
of the Securities as contemplated in this Agreement, the Incorporated Documents and any Prospectus Supplement. If during the period
(if any) in which a prospectus is required by law to be delivered in connection with the distribution of Securities contemplated
by the Incorporated Documents or any Prospectus Supplement (the “Prospectus Delivery Period”), any event shall
occur as a result of which, in the judgment of the Company or in the opinion of the Placement Agents or counsel for the Placement
Agents, it becomes necessary to amend or supplement the Incorporated Documents or any Prospectus Supplement in order to make the
statements therein, in the light of the circumstances under which they were made, as the case may be, not misleading, or if it
is necessary at any time to amend or supplement the Incorporated Documents or any Prospectus Supplement or to file under the Exchange
Act any Incorporated Document to comply with any law, the Company will promptly prepare and file with the Commission, and furnish
at its own expense to the Placement Agents and to dealers, an appropriate amendment to the Registration Statement or supplement
to the Registration Statement, the Incorporated Documents or any Prospectus Supplement that is necessary in order to make the statements
in the Incorporated Documents and any Prospectus Supplement as so amended or supplemented, in the light of the circumstances under
which they were made, as the case may be, not misleading, or so that the Registration Statement, the Incorporated Documents or
any Prospectus Supplement, as so amended or supplemented, will comply with law. Before amending the Registration Statement or supplementing
the Incorporated Documents or any Prospectus Supplement in connection with the Offering, the Company will furnish the Placement
Agents with a copy of such proposed amendment or supplement and will not file any such amendment or supplement to which the Placement
Agents reasonably objects.


 


(d)              
Copies of any Amendments and Supplements to a Prospectus Supplement. The Company will furnish the Placement Agents,
without charge, during the period beginning on the date hereof and ending on the later of the last Closing Date of the Offering,
as many copies of the Incorporated Documents and any Prospectus Supplement and any amendments and supplements thereto (including
any Incorporated Documents, if any) as the Placement Agents may reasonably request.


 


(e)               
Free Writing Prospectus. The Company covenants that it will not, unless it obtains the prior written consent of the
Placement Agents, make any offer relating to the Securities that would constitute an Company Free Writing Prospectus or that would
otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to
be filed by the Company with the Commission or retained by the Company under Rule 433 of the Securities Act. In the event that
the Placement Agents expressly consents in writing to any such free writing prospectus (a “Permitted Free Writing Prospectus”),
the Company covenants that it shall (i) treat each Permitted Free Writing Prospectus as an Company Free Writing Prospectus, and
(ii) comply with the requirements of Rule 164 and 433 of the Securities Act applicable to such Permitted Free Writing Prospectus,
including in respect of timely filing with the Commission, legending and record keeping.


 


(f)               
Transfer Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Common Stock.


 


(g)               
Earnings Statement. As soon as practicable and in accordance with applicable requirements under the Securities Act,
but in any event not later than 18 months after the Closing Date, the Company will make generally available to its security holders
and to the Placement Agents an earnings statement (which need not be audited), covering a period of at least 12 consecutive months
beginning after the Closing Date, that satisfies the provisions of Section 11(a) and Rule 158 under the Securities Act.


 






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(h)              
Periodic Reporting Obligations. During the Prospectus Delivery Period (if any), the Company will duly file, on a
timely basis, with the Commission and the NYSE MKT all reports and documents required to be filed under the Exchange Act within
the time periods and in the manner required by the Exchange Act.


 


(i)                
Additional Documents. The Company will enter into any subscription, purchase or other customary agreements
as the Placement Agents or the Investors deem necessary or appropriate to consummate the Offering, all of which will be in form
and substance reasonably acceptable to the Company, the Placement Agents and the Investors. The Company agrees that the Placement
Agents may rely upon, and each is a third party beneficiary of, the representations and warranties, and applicable covenants, set
forth in any such purchase, subscription or other agreement with Investors in the Offering.


 


(j)                
No Manipulation of Price.  The Company will not take, directly or indirectly, any action designed to
cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of
the price of any securities of the Company.


 


(k)              
Acknowledgment. The Company acknowledges that any advice given by the Placement Agents to the Company is solely for
the benefit and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred
to, without the Placement Agents' prior written consent.


 


Section 5.                
Conditions of the Obligations of the Placement Agents. The obligations of the Placement Agents hereunder shall be subject
to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as
of the date hereof and as of the Closing Date as though then made, to the timely performance by each of the Company of its covenants
and other obligations hereunder on and as of such dates, and to each of the following additional conditions:


 


(a)               
Accountants’ Comfort Letter. On the date hereof, the Placement Agents shall have received, and the Company
shall have caused to be delivered to the Placement Agents, a letter from Kesselman & Kesselman, a member firm of PricewaterhouseCoopers
International Limited (the independent registered public accounting firm of the Company), addressed to the Placement Agents, dated
as of the date hereof, in form and substance satisfactory to the Placement Agents. The letter shall not disclose any change in
the condition (financial or other), earnings, operations, business or prospects of the Company from that set forth in the Incorporated
Documents or the applicable Prospectus Supplement, which, in the Lead Agent's sole judgment, is material and adverse and that makes
it, in the Lead Agent's sole judgment, impracticable or inadvisable to proceed with the Offering of the Securities as contemplated
by such Prospectus Supplement.


 


(b)              
Compliance with Registration Requirements; No Stop Order; No Objection from the FINRA. Each Prospectus Supplement
(in accordance with Rule 424(b)) and “free writing prospectus” (as defined in Rule 405 of the Securities Act),
if any, shall have been duly filed with the Commission, as appropriate; no stop order suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened
by the Commission; no order preventing or suspending the use of any Prospectus Supplement shall have been issued and no proceeding
for that purpose shall have been initiated or threatened by the Commission; no order having the effect of ceasing or suspending
the distribution of the Securities or any other securities of the Company shall have been issued by any securities commission,
securities regulatory authority or stock exchange and no proceedings for that purpose shall have been instituted or shall be pending
or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory authority or stock exchange;
all requests for additional information on the part of the Commission shall have been complied with; and the FINRA shall have raised
no objection to the fairness and reasonableness of the placement terms and arrangements.


 






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(c)               
Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration
Statement and each Prospectus Supplement, and the registration, sale and delivery of the Securities, shall have been completed
or resolved in a manner reasonably satisfactory to the Placement Agent's counsel, and such counsel shall have been furnished with
such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in
this Section 5.


 


(d)              
No Material Adverse Effect. Subsequent to the execution and delivery of this Agreement and prior to the Closing Date,
in each Placement Agent's sole judgment after consultation with the Company, there shall not have occurred any Material Adverse
Effect.


 


(e)               
Opinion of Counsel for the Company. The Placement Agents shall have received on the Closing Date the favorable opinion
of US legal counsel to the Company, dated as of the Closing Date, including, without limitation, a negative assurance letter, addressed
to the Placement Agents and in form and substance satisfactory to the Placement Agents.


 


(f)               
Officers’ Certificate. The Placement Agents shall have received on each Closing Date a certificate of the Company,
dated as of such Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect
that, and the Placement Agents shall be satisfied that, the signers of such certificate have reviewed the Registration Statement,
the Incorporated Documents, any Prospectus Supplement, and this Agreement and to the further effect that:


 


(i)                
The representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing
Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied
at or prior to such Closing Date;


 


(ii)              
No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or any Prospectus
Supplement has been issued and no proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge,
threatened under the Securities Act; no order having the effect of ceasing or suspending the distribution of the Securities or
any other securities of the Company has been issued by any securities commission, securities regulatory authority or stock exchange
in the United States and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company,
contemplated by any securities commission, securities regulatory authority or stock exchange in the United States;


 


(iii)            
When the Registration Statement became effective, at the time of sale of the Securities, and at all times subsequent thereto
up to the delivery of such certificate, the Registration Statement and the Incorporated Documents, if any, when such documents
became effective or were filed with the Commission, contained all material information required to be included therein by the Securities
Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and in all
material respects conformed to the requirements of the Securities Act and the Exchange Act and the applicable rules and regulations
of the Commission thereunder, as the case may be, and the Registration Statement and the Incorporated Documents, if any, did not
and do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided, however,
that the preceding representations and warranties contained in this paragraph (iii) shall not apply to any statements or omissions
made in reliance upon and in conformity with information furnished in writing to the Company by the Placement Agents expressly
for use therein) and, since the effective date of the Registration Statement, there has occurred no event required by the Securities
Act and the rules and regulations of the Commission thereunder to be set forth in the Incorporated Documents which has not been
so set forth; and


 






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(iv)            
Subsequent to the respective dates as of which information is given in the Registration Statement, the Incorporated Documents
and any Prospectus Supplement, there has not been: (a) any Material Adverse Effect; (b) any transaction that is material to the
Company and the Subsidiaries taken as a whole, except transactions entered into in the ordinary course of business; (c) any obligation,
direct or contingent, that is material to the Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary,
except obligations incurred in the ordinary course of business; (d) any material change in the capital stock (except changes thereto
resulting from the exercise of outstanding stock options or warrants) or outstanding indebtedness of the Company or any Subsidiary;
(e) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company; or (f) any loss or damage
(whether or not insured) to the property of the Company or any Subsidiary which has been sustained or will have been sustained
which has a Material Adverse Effect.


 


(g)               
Bring-down Comfort Letter.  On each Closing Date, the Placement Agents shall have received from
Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, or such other independent registered
public accounting firm of the Company, a letter dated as of such Closing Date, in form and substance satisfactory to the Placement
Agents, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (a) of this
Section 5, except that the specified date referred to therein for the carrying out of procedures shall be no more than three
business days prior to such Closing Date.


 


(h)              
Stock Exchange Listing. The Common Stock shall be registered under the Exchange Act and shall be listed on the NYSE
MKT, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the
registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the NYSE
MKT, nor shall the Company have received any information suggesting that the Commission or the Trading Market is contemplating
terminating such registration or listing, except for such information disclosed in the Company’s reports filed with the SEC
prior to the date hereof.


 


(i)                
Additional Documents. On or before each Closing Date, the Placement Agents and counsel for the Placement Agents shall
have received such information and documents as they may reasonably require for the purposes of enabling them to pass upon the
issuance and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations
and warranties, or the satisfaction of any of the conditions or agreements, herein contained.


 






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If any condition specified
in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Placement Agents
by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part
of any party to any other party, except that Section 6 (Payment of Expenses), Section 7 (Indemnification and Contribution) and
Section 8 (Representations and Indemnities to Survive Delivery) shall at all times be effective and shall survive such termination.


 


Section 6.                
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with
the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation:
(i) all expenses incident to the issuance, delivery and qualification of the Securities (including all printing and engraving costs);
(ii) all fees and expenses of the registrar and transfer agent of the Common Stock; (iii) all necessary issue, transfer and other
stamp taxes in connection with the issuance and sale of the Securities; (iv) all fees and expenses of the Company’s
counsel, independent public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection
with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements,
exhibits, schedules, consents and certificates of experts), the Base Prospectus and each Prospectus Supplement, and all amendments
and supplements thereto, and this Agreement; (vi) the fees and expenses associated with including the Securities on the NYSE MKT;
and (vii) all other fees, costs and expenses referred to in Part II of the Registration Statement.


 


Section 7.                
Indemnification and Contribution.


 


(a) The Company
agrees to indemnify and hold harmless the Placement Agents, its affiliates and each person controlling the Placement Agents
(within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement
Agents, its affiliates and each such controlling person (the Placement Agents, and each such entity or person. an “Indemnified
Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively,
the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable
fees and expenses of one counsel for all Indemnified Persons, except as otherwise expressly provided herein) (collectively, the
“Expenses”) as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending
any Actions, whether or not any Indemnified Person is a party thereto, (i) caused by, or arising out of or in connection with,
any untrue statement or alleged untrue statement of a material fact contained in any Incorporated Document or by any omission or
alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading (other than untrue statements or alleged untrue statements in, or omissions or alleged omissions
from, information relating to an Indemnified Person furnished in writing by or on behalf of such Indemnified Person expressly for
use in the Incorporated Documents) or (ii) otherwise arising out of or in connection with advice or services rendered or to be
rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person's
actions or inactions in connection with any such advice, services or transactions; provided, however, that, in the case
of clause (ii) only, the Company shall not be responsible for any Liabilities or Expenses of any Indemnified Person that are finally
judicially determined to have resulted solely from such Indemnified Person's (x) gross negligence or willful misconduct in connection
with any of the advice, actions, inactions or services referred to above or (y) use of any offering materials or information concerning
the Company in connection with the offer or sale of the Securities in the Offering which were not authorized for such use by the
Company and which use constitutes gross negligence or willful misconduct. The Company also agrees to reimburse each Indemnified
Person for all Expenses as they are incurred in connection with enforcing such Indemnified Person's rights under this Agreement.


 






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(b)Upon
receipt by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which indemnity
may be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure
by any Indemnified Person so to notify the Company shall not relieve the Company from any liability which the Company may have
on account of this indemnity or otherwise to such Indemnified Person, except to the extent the Company shall have been prejudiced
by such failure. The Company shall, if requested by the Placement Agents, assume the defense of any such Action including the employment
of counsel reasonably satisfactory to the Placement Agents, which counsel may also be counsel to the Company. Any Indemnified Person
shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company has failed promptly to assume the defense
and employ counsel or (ii) the named parties to any such Action (including any impeded parties) include such Indemnified Person
and the Company, and such Indemnified Person shall have been advised in the reasonable opinion of counsel that there is an actual
conflict of interest that prevents the counsel selected by the Company from representing both the Company (or another client of
such counsel) and any Indemnified Person; provided that the Company shall not in such event be responsible hereunder for the fees
and expenses of more than one firm of separate counsel for all Indemnified Persons in connection with any Action or related Actions,
in addition to any local counsel. The Company shall not be liable for any settlement of any Action effected without its prior written
consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the
Placement Agents (which shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise
seek to terminate any pending or threatened Action in respect of which indemnification or contribution may be sought hereunder
(whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes
an unconditional release of each Indemnified Person from all Liabilities arising out of such Action for which indemnification or
contribution may be sought hereunder. The indemnification required hereby shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.


 


(c)In
the event that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement, the
Company shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate
to reflect (i) the relative benefits to the Company, on the one hand, and to the Placement Agents and any other Indemnified Person,
on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding
clause is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company, on the one
hand, and the Placement Agents and any other Indemnified Person, on the other hand, in connection with the matters as to which
such Liabilities or Expenses relate, as well as any other relevant equitable considerations; provided that in no event shall the
Company contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for
any Liabilities and Expenses in excess of the amount of fees actually received by the Placement Agents pursuant to this Agreement.
For purposes of this paragraph, the relative benefits to the Company, on the one hand, and to the Placement Agents on the other
hand, of the matters contemplated by this Agreement shall be deemed to be in the same proportion as (a) the total value paid or
contemplated to be paid to or received or contemplated to be received by the Company in the transaction or transactions that are
within the scope of this Agreement, whether or not any such transaction is consummated, bears to (b) the fees paid to the Placement
Agents under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning of
Section 11(f) of the Securities Act, as amended, shall be entitled to contribution from a party who was not guilty of fraudulent
misrepresentation.


 






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(d)The
Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)
to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this
Agreement, the transactions contemplated thereby or any Indemnified Person's actions or inactions in connection with any such advice,
services or transactions except for Liabilities (and related Expenses) of the Company that are finally judicially determined to
have resulted solely from such Indemnified Person's gross negligence or willful misconduct in connection with any such advice,
actions, inactions or services.


 


(e)The
reimbursement, indemnity and contribution obligations of the Company set forth herein shall apply to any modification of this Agreement
and shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person's services
under or in connection with, this Agreement.


 


Section 8.                
Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties
and other statements of the Company or any person controlling the Company, of its officers, and of the Placement Agents set forth
in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf
of the Placement Agents, the Company, or any of its or their partners, officers or directors or any controlling person, as the
case may be, and will survive delivery of and payment for the Securities sold hereunder and any termination of this Agreement.
A successor to a Placement Agents, or to the Company, its directors or officers or any person controlling the Company, shall be
entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Agreement.


 


Section 9.                
Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed
to the parties hereto as follows:


 


If to H.C. Wainwright & Co., LLC to
the address set forth above, attn: Head of Investment Banking, e-mail: notices@hcwco.com.


 


With a copy to: 


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, New York 10105


Facsimile: (201) 401-4741


Attention: Robert Charron


 


If to Dawson James Securities, Inc.:


 


Dawson James Securities, Inc.


One North Federal Highway, Suite 500


Boca Raton, Florida 33432


 






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Facsimile: (561) 391-5775


Attention: Chief Executive Officer


 


If to the Company:


 


InspireMD, Inc.


321 Columbus Avenue


Boston, MA 02116


e-mail: alanm@inspiremd.com and craigs@inspiremd.com


Attention: Alan Milinazzo and Craig Shore


 


With a copy to: 


 


Haynes and Boone, LLP


30 Rockefeller Plaza, 26th Floor


New York, NY 10012_


e-mail: rick.werner@haynesboone.com


Attention: Rick A. Werner


 


Any party hereto may
change the address for receipt of communications by giving written notice to the others.


 


Section 10.            
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of
the employees, officers and directors and controlling persons referred to in Section 7 hereof, and to their respective successors,
and personal representative, and no other person will have any right or obligation hereunder.


 


Section 11.            
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement
shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph
or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such
minor changes (and only such minor changes) as are necessary to make it valid and enforceable.


 


Section 12.            
Governing Law Provisions. This Agreement shall be deemed to have been made and delivered in New York City and both this
Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect and in
all other respects by the internal laws of the State of New York, without regard to the conflict of laws principles thereof. Each
of the Placement Agents and the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to this
Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New
York, or in the United States District Court for the Southern District of New York, (ii) waives any objection which it may have
or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the New
York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such
suit, action or proceeding. Each of the Placement Agents and the Company further agrees to accept and acknowledge service of any
and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or
in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed
by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company,
in any such suit, action or proceeding, and service of process upon the Placement Agents mailed by certified mail to the Placement
Agents’ address shall be deemed in every respect effective service process upon the Placement Agents, in any such suit, action
or proceeding. Notwithstanding any provision of this Agreement to the contrary, the Company agrees that neither the Placement Agents
nor its affiliates, and the respective officers, directors, employees, agents and representatives of the Placement Agents, its
affiliates and each other person, if any, controlling the Placement Agents or any of its affiliates, shall have any liability (whether
direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the transactions described herein
except for any such liability for losses, claims, damages or liabilities incurred by the Company that are finally judicially determined
to have resulted from the bad faith or gross negligence of such individuals or entities. If either party shall commence an action
or proceeding to enforce any provision of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed
by the other party for its reasonable attorney’s fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.


 






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Section 13.            
General Provisions.


 


(a)This
Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous
oral agreements, understandings and negotiations with respect to the subject matter hereof. Notwithstanding anything herein to
the contrary, the engagement letter agreement dated February 23, 2015 between the Company and the Lead Agent shall continue to
be effective, including, without limitation, the provisions of Section A.3., and the terms therein shall continue to survive and
be enforceable by the Lead Agent in accordance with its terms; provided, the parties acknowledge that the fees and expenses payable
by the Company to the Placement Agents under Section 1(a) of this Agreement are the only fees and expenses payable by the Company
in connection with the Offering. This Agreement may be executed in two or more counterparts, each one of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or
modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived
in writing by the Lead Agent and the Company. Section headings herein are for the convenience of the parties only and shall not
affect the construction or interpretation of this Agreement.


 


(b)The
Company acknowledges that in connection with the offering of the Securities: (i) the Placement Agents has acted at arms length,
are not agents of, and owe no fiduciary duties to the Company or any other person, (ii) the Placement Agents owes the Company only
those duties and obligations set forth in this Agreement and (iii) the Placement Agents may have interests that differ from those
of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Placement
Agents arising from an alleged breach of fiduciary duty in connection with the offering of the Securities


 


[The remainder of this page has been
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If the foregoing is
in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts
hereof, shall become a binding agreement in accordance with its terms.


 


	 	Very truly yours,
	 	 	 
	 	INSPIREMD, INC.
	 	 	 
	 	By:  	/s/ Alan Milinazzo
	 	 	Name:  Alan Milinazzo
	 	 	Title: President and Chief Executive Officer


 


The foregoing Placement
Agency Agreement is hereby confirmed and accepted as of the date first above written.


 


	H.C. WAINWRIGHT & CO., LLC	 
	 	 	 
	By:   	/s/  Mark Viklund	 
	 	Name: Mark Viklund	 
	 	Title: Chief Executive Officer	 
	 	 	 
	DAWSON JAMES SECURITIES, INC.	 
	 	 	 
	By:   	/s/  Robert D. Keyser, Jr.	 
	 	Name: Robert D. Keyser, Jr.	 
	 	Title: Chief Executive Officer	 


 






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