Exhibit 10.76


 


AMENDMENT TO SECURITIES PURCHASE AGREEMENT


 


This
AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of June 17, 2016, is entered
into by and among INSPIREMD, INC., a Delaware corporation (the “Company”), and the Purchasers identified
on the signature pages hereto.


 


WHEREAS, the Company
and the Purchasers have previously entered into that certain Securities Purchase Agreement, made as of April 5, 2012 (as amended
from time to time, the “Securities Purchase Agreement”);


 


WHEREAS, the Company
is seeking to sell shares of convertible preferred stock and warrants to purchase common stock pursuant to that certain Registration
Statement on Form S-1 (File No. 333- 210760), originally filed with the U.S. Securities and Exchange Commission on April 14, 2016,
as amended (such transaction is referred to herein as the “Offering”);


 


WHEREAS, in connection
with the Offering, the Company and the Purchasers desire to amend the Securities Purchase Agreement to remove certain provisions
prohibiting the Company from issuing securities containing anti-dilution protective provisions;


 


WHEREAS, the Securities
Purchase Agreement may be amended upon the written consent of the Company and the Purchasers holding at least 60% in interest of
the Securities then outstanding; and


 


WHEREAS, the Purchasers
executing the signature page hereto hold at least 60% in interest of the Securities outstanding as of the date hereof; and


 


WHEREAS, capitalized
terms used herein but not otherwise defined shall have the meanings ascribed to them in the Securities Purchase Agreement.


 


NOW THEREFORE, for
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:


 


1.          Modification
of Securities Purchase Agreement. As of the Effective Time (as hereinafter defined), Article IV, Section 4.20 of the Securities
Purchase Agreement shall be deleted in its entirety and replaced with the following: “Reserved.”


 


2.          Amendment
Fee. As consideration for this Amendment, the Company shall pay each Purchaser from the proceeds of the Offering a fee equal
to the amount set forth next to the name of each Purchaser on Schedule I attached hereto (the “Amendment Fee”),
due and payable to the Purchasers immediately upon the closing of the Offering. Notwithstanding the foregoing, the Company shall
have no obligation to pay the Amendment Fee until the closing of the Offering and the associated effectiveness of this Amendment.


 


3.          Effective
Date. This Amendment shall be effective upon the closing of the Offering and delivery of the Amendment Fee by the Company to
the Purchasers (the “EffectiveTime”).


 


4.          Continuing
Effect.         Except as modified and amended herein, all of the terms
and conditions of the Securities Purchase Agreement shall remain in full force and effect. \


 






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5.          Counterparts;
Choice of Law. This Amendment may be executed in several identical counterparts all of which shall constitute one and the same
instrument. This Amendment shall be construed and enforced in accordance with the laws of the State of New York and applicable
United States federal law.


 


[signature page
follows]


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed as of the day and year written above.


 


	THE COMPANY:	 	PURCHASERS:
	 	 	 
	INSPIREMD, INC.	 	HUG FUNDING LLC
	 	 	 
	By:	/s/ Craig Shore	 	By:	/s/ Jaime Hartman
	 	Name: Craig Shore	 	 	Name: Jaime Hartman
	 	Title:  Chief Financial Officer	 	 	Title:  Managing Member
	 	 	 
	 	 	GENESIS OPPORTUNITY FUND LP
	 	 	 
	 	 	By:	/s/ Jaime Hartman
	 	 	 	Name: Jaime Hartman
	 	 	 	Title:  Managing Member
	 	 	 
	 	 	GENESIS ASSET OPPORTUNITY FUND LP
	 	 	 
	 	 	By:	/s/ Jaime Hartman
	 	 	 	Name: Jaime Hartman
	 	 	 	Title:  Managing Member
	 	 	 
	 	 	AYER CAPITAL PARTNERS
	 	 	MASTER FUND, LP
	 	 	 
	 	 	By:	 
	 	 	 	Name: Jay Venkatesan
	 	 	 	Title:  Managing Member
	 	 	 
	 	 	AYER CAPITAL PARTNERS
	 	 	KESTREL FUND, LP
	 	 	 
	 	 	By:	 
	 	 	 	Name: Jay Venkatesan
	 	 	 	Title:  Managing Member
	 	 	 
	 	 	EPWORTH – AYER CAPITAL
	 	 	 
	 	 	By:	 
	 	 	 	Name: Jay Venkatesan
	 	 	 	Title:  Managing Member


 


[Signature Page to Amendment
to Securities Purchase Agreement]


 




     


     


    

 


Schedule I


 


Amendment Fee


 


	HUG FUNDING LLC	 	$	13,867	 
	 	 	 	 	 
	GENESIS OPPORTUNITY FUND LP	 	$	44,800	 
	 	 	 	 	 
	GENESIS ASSET OPPORTUNITY FUND LP	 	$	21,333	 
	 	 	 	 	 
	AYER CAPITAL PARTNERS MASTER FUND, LP	 	$	34,736	 
	 	 	 	 	 
	AYER CAPITAL PARTNERS KESTREL FUND, LP	 	$	688	 
	 	 	 	 	 
	EPWORTH – AYER CAPITAL	 	$	1,909