Exhibit 10.7


 


INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


This Intellectual Property
Security Agreement (“Agreement”) is entered into as of June 13, 2016 by and among (a) INSPIREMD, INC.,
a Delaware corporation whose address is 800 Boylston Street, Suite 16041, Boston, Massachusetts 02199 (“Grantor”),
(b) the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (defined below;
collectively, the “Lender”), and (c) HERCULES CAPITAL, INC., a Maryland corporation in its capacity as
administrative agent for itself and the Lender (in such capacity, the “Agent”).


 


RECITALS


 


A.           Lender
has agreed to make certain advances of money and to extend certain financial accommodations to Grantor (the “Loans”)
in the amounts and manner set forth in that certain Loan and Security Agreement by and among Agent, Lender, INSPIRE M.D LTD,
a company organized under the laws of the State of Israel, and Grantor dated as of even date hereof (as the same may be amended,
modified or supplemented from time to time, the “Loan Agreement”; capitalized terms used herein are used as
defined in the Loan Agreement). Lender is willing to make the Loans to Grantor, but only upon the condition, among others, that
Grantor shall grant to Agent a security interest in its Copyrights, Trademarks, Patents, and Mask Works (as each term is described
below) to secure the obligations of Grantor to Agent and Lender.


 


B.           Pursuant
to the terms of the Loan Agreement, Grantor has granted to Agent a security interest in all of Grantor's right, title and interest,
whether presently existing or hereafter acquired, in, to and under all of the Collateral.


 


NOW, THEREFORE, for
good and valuable consideration, receipt of which is hereby acknowledged, and intending to be legally bound, as collateral security
for the prompt and complete payment when due of its obligations to Agent and Lender, Grantor hereby represents, warrants, covenants
and agrees as follows:


 


AGREEMENT


 


1.          Grant
of Security Interest. To secure its obligations to Agent and Lender, Grantor grants and pledges to Agent a security interest
in all of Grantor’s right, title and interest in, to and under its intellectual property (all of which shall collectively
be called the “Intellectual Property Collateral”), including, without limitation, the following:


 


(a)          Any
and all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative
work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing,
created, acquired or held, including without limitation those set forth on Exhibit A attached hereto (collectively, the
“Copyrights”);


 




     


     


    

 


(b)          Any
and all trade secrets, and any and all intellectual property rights in computer software and computer software products now or
hereafter existing, created, acquired or held;


 


(c)          Any
and all design rights that may be available to Grantor now or hereafter existing, created, acquired or held;


 


(d)          All
patents, patent applications and like protections including, without limitation, improvements, divisions, continuations, renewals,
reissues, extensions and continuations-in-part of the same, including without limitation the patents and patent applications set
forth on Exhibit B attached hereto (collectively, the “Patents”);


 


(e)          Any
trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections,
and the entire goodwill of the business of Grantor connected with and symbolized by such trademarks, including without limitation
those set forth on Exhibit C attached hereto (collectively, the “Trademarks”);


 


(f)          All
mask works or similar rights available for the protection of semiconductor chips, now owned or hereafter acquired, including, without
limitation those set forth on Exhibit D attached hereto (collectively, the “Mask Works”);


 


(g)          Any
and all claims for damages by way of past, present and future infringements of any of the rights included above, with the right,
but not the obligation, to sue for and collect such damages for said use or infringement of the intellectual property rights identified
above;


 


(h)          All
licenses or other rights to use any of the Copyrights, Patents, Trademarks, or Mask Works and all license fees and royalties arising
from such use to the extent permitted by such license or rights;


 


(i)          All
amendments, extensions, renewals and extensions of any of the Copyrights, Trademarks, Patents, or Mask Works; and


 


(j)          All
proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty
payable in respect of any of the foregoing.


 


2.          Recordation.
Grantor authorizes the Commissioner for Patents, the Commissioner for Trademarks and the Register of Copyrights and any other government
officials to record and register this Agreement upon request by Agent.


 


3.          Loan
Documents. This Agreement has been entered into pursuant to and in conjunction with the Loan Agreement, which is hereby incorporated
by reference. The provisions of the Loan Agreement shall supersede and control over any conflicting or inconsistent provision herein.
The rights and remedies of Agent with respect to the Intellectual Property Collateral are as provided by the Loan Agreement and
related documents, and nothing in this Agreement shall be deemed to limit such rights and remedies.


 




     


     


    

 


4.          Execution
in Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of
an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., "pdf" or "tif"
format) shall be effective as delivery of a manually executed counterpart of this Agreement.


 


5.          Successors
and Assigns. This Agreement will be binding on and shall inure to the benefit of the parties hereto and their respective successors
and assigns.


 


6.          Governing
Law. This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based
upon, arising out of or relating to this Agreement and the transactions contemplated hereby and thereby shall be governed by, and
construed in accordance with, the laws of the United States and the State of California, without giving effect to any choice or
conflict of law provision or rule (whether of the State of California or any other jurisdiction).


 


[Signature page follows.]


 




     


     


    

 


IN WITNESS WHEREOF, the parties have caused this Intellectual
Property Security Agreement to be duly executed by its officers thereunto duly authorized as of the first date written above.


 


	 	GRANTOR:
	 	 
	 	INSPIREMD, INC.
	 	 
	 	By:	/s/ Craig Shore
	 	 	 
	 	Name:	Craig Shore
	 	 	 
	 	Title:	CFO
	 	 
	 	AGENT:
	 	 
	 	HERCULES CAPITAL, INC.
	 	 
	 	By:	/s/ Ben Bang
	 	 	 
	 	Name:	Ben Bang
	 	 	 
	 	Title:	Associate General Counsel
	 	 
	 	LENDER:
	 	 
	 	HERCULES CAPITAL, INC.
	 	 
	 	By:	/s/ Ben Bang
	 	 	 
	 	Name:	Ben Bang
	 	 	 
	 	Title:	Associate General Counsel


 




     


     


    

 


EXHIBIT A


 


Copyrights


 


	Description	 	Registration/

Application

Number	 	Registration/

Application

Date
	 	 	 	 	 
	None.	 	 	 	 


 




     


     


    

 


EXHIBIT B


 


Patents


 


	Description	 	Registration/

Application

Number	 	Registration/

Application

Date
	 	 	 	 	 
	None.	 	 	 	 


 




     


     


    

 


EXHIBIT C


 


Trademarks


 


	Description	 	Registration/

Application

Number	 	Registration/

Application

Date
	 	 	 	 	 
	None.	 	 	 	 


 




     


     


    

 


EXHIBIT D


 


Mask Works


 


	Description	 	Registration/

Application

Number	 	Registration/

Application

Date
	 	 	 	 	 
	None.