INSPIREMD, INC. 4 Menorat Hamaor St. Tel Aviv, Israel 67448

EX-10.3 2 v341486_ex10-3.htm EXHIBIT 10.3

INSPIREMD, INC.
4 Menorat Hamaor St.
Tel Aviv, Israel 67448

 

April 15, 2013

 

Investors listed on signature page hereto

 

Re: Exchange and Amendment Agreement

 

Ladies and Gentlemen:

 

Reference is made to that certain Exchange and Amendment Agreement, dated as of April 9, 2013 (the “Agreement”), by and among InspireMD, Inc., a Delaware corporation (the “Company”), and certain holders identified on the signature pages thereto (the “Holders”), as such Agreement may be amended from time to time. All capitalized terms in this letter (the “Letter Agreement”) shall have the meanings assigned to them under the Agreement, unless otherwise defined herein.

 

By signature and countersignature below, the Company and the Holders agree that the form of the New Warrant, attached as Exhibit B to the Agreement, shall be replaced with the form attached hereto as Exhibit A-1. A marked copy of the form of the New Warrant showing the changes to the form of the New Warrant is attached hereto as Exhibit A-2.

 

Except as modified pursuant hereto, no other changes or modifications to the Agreement are intended or implied and in all other respects the Agreement is hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof. To the extent of a conflict between the terms of this Letter Agreement and the Agreement, the terms of this Letter Agreement shall control. The Agreement and this Letter Agreement shall be read and construed as one agreement.

 

  Very truly yours,
   
  InspireMD, Inc.
   
  By:  /s/ Craig Shore
 

Name:

Title:

Craig Shore
Chief Financial Officer

 

 

 

 
 

 

Acknowledged and Agreed:

HUG FUNDING LLC

 

By: /s/ Daniel Saks

 

Name: Daniel Saks

Title: Managing Member

 

 

 

GENESIS OPPORTUNITY FUND LP

 

By: /s/ Daniel Saks

Name: Daniel Saks

Title: Managing Member

 

 

 

GENESIS ASSET OPPORTUNITY FUND LP

 

By: /s/ Daniel Saks

Name: Daniel Saks

Title: Managing Member

 

 

 

AYER CAPITAL PARTNERS
MASTER FUND, LP

 

By: /s/ Jay Venkatesan

Name: Jay Venkatesan

Title: Managing Member

 

 

 

AYER CAPITAL PARTNERS
KESTREL FUND, LP

 

By: /s/ Jay Venkatesan

Name: Jay Venkatesan

Title: Managing Member

 

 

 

EPWORTH – AYER CAPITAL

 

By: /s/ Jay Venkatesan

Name: Jay Venkatesan

Title: Managing Member