InspireMD, Inc. (Form: 8-K, Received: 04/06/2011 17:16:32)

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “ Agreement ”) is dated as of July 20, 2010 between InspireMD Ltd., a corporation formed under the laws of the State of Israel (the “ Company ”), and each of the entities and persons identified on the signature pages hereto (including their successors and assigns, each a “ Purchaser ” and collectively “ Purchasers ”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “ Securities Act ”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

1.1 Definitions . In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Debentures (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1:

“ Action ” shall have the meaning ascribed to such term in Section 3.1(j).

“ Advisor ” means Harborview Advisors, LLC, a New Jersey limited liability company and exclusive consultant to the Company.

“ 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. With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser.

“ Audit Default ” shall have the meaning set forth in Section 4.14.

“ Audited Financial Statements ” shall have the meaning set forth in Section 4.14.

“ Board of Directors ” means the board of directors of the Company.

“ Business Day ” means any day except any Friday, Saturday, Sunday, or any day which is a holiday in the State of Israel or sabbatical day under Israeli law, federal legal holiday in the United States or any day on which banking institutions in the State of New York or State of Israel are authorized or required by law or other governmental action to close.

“ Closing ” means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

“ Closing Date ” means the Business Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Purchase Price and (ii) the Company’s obligations to deliver the Securities have been satisfied or waived, including without limitation the Company’s written acceptance of the subscriptions as set forth in Section 2.1.

“ Commission ” means the Securities and Exchange Commission.

“ Company Counsel ” means Haynes and Boone, LLP, maintaining an address at 1221 Avenue of the Americas, 26 th Floor, New York, NY 10020-1007, Attention: Rick Werner, Esq., telephone: (212) 659-4974, facsimile: (212) 884-8234.

“ Debentures ” means the 8% Senior Convertible Debentures to be issued by the Company to the Purchasers hereunder, in the form of Exhibit A attached hereto.

“ Disclosure Schedules ” shall have the meaning ascribed to such term in Section 3.1.

“ Escrow Agent ” means Grushko & Mittman, P.C., maintaining an address at 515 Rockaway Avenue, Valley Stream, NY 11581, Attention: Edward M. Grushko, Esq., telephone: (212) 697-9500, facsimile: (212) 697-3575.

“ Escrow Agreement ” entered into among the Company, Purchasers and the Escrow Agent in the form of Exhibit B attached hereto.

“ Event of Default ” shall have the meaning ascribed thereto in the Debenture.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Exclusivity Period ” shall have the meaning ascribed to such term in Section 4.2.

“ GAAP ” shall have the meaning ascribed to such term in Section 3.1(h).

“ G&M ” means Grushko & Mittman, P.C., maintaining an address at 515 Rockaway Avenue, Valley Stream, NY 11581, Attention: Edward M. Grushko, Esq., telephone: (212) 697-9500, facsimile: (212) 697-3575, counsel to the Purchaser.

“ Indebtedness ” shall have the meaning ascribed to such term in Section 3.1(q).

“ Intellectual Property Rights ” shall have the meaning ascribed to such term in Section 3.1(n).

“ Liens ” means a lien, charge, security interest or encumbrance, right of first refusal, preemptive right or other restriction.

“ Majority in Interest ” shall have the meaning assigned to such term in Section 5.5.

“ Material Adverse Effect ” shall have the meaning assigned to such term in Section 3.1(b).

“ Material Permits ” shall have the meaning ascribed to such term in Section 3.1(m).

“ Maximum Rate ” shall have the meaning ascribed to such term in Section 5.17.

“ Merger ” means the exchange of shares and options among the Company's current shareholders and option holders and Pubco pursuant to the Merger Agreement and the timely submission of all applicable filings with state and regulatory authorities required for the closing of such transaction.

“ Merger Agreement ” means the Agreement among the Company's current shareholders and option holders and Pubco to effectuate the Merger. The Merger Agreement will contain customary representations and warranties for a transaction of this type in which an Israeli company is a party, including the representations warranties and covenants to be made by Pubco on the closing date of the Merger and substantially on the terms set forth in a term sheet attached hereto as Exhibit C .

“ Ordinary Shares ” means the ordinary shares of the Company, par value NIS 0.01 per share and any other class of securities into which such securities may hereafter be reclassified or changed into.

“ Ordinary Share Equivalents ” means any securities of the Company that would entitle the holder thereof to acquire at any time Ordinary Shares pursuant to their terms of issuance, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

“ 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.

“ PIPE Financing ” means that certain private placement offering pursuant to Section 4(2) of the Securities Act, and Rule 506 promulgated thereunder, of Units of Pubco’s securities corresponding to net cash proceeds to Pubco (after repayment of any Debentures that are not converted into shares of Pubco Common Stock as part of the PIPE Financing and all deductions and commissions and payments to service providers and any party involved in the Merger, PIPE Financing and transactions contemplated under the Transaction Documents) of at least Seven Million Five Hundred Thousand Dollars ($7,500,000) and up to Ten Million Dollars ($10,000,000) to close concurrently with the Merger. Such Units shall be comprised of shares of Pubco Common Stock at a pre-money valuation of Pubco of not less than Seventy Million Dollars ($70,000,000) and warrants to purchase up to 5,000,000 shares of Pubco Common Stock as described on the Term Sheet. The PIPE Financing shall not include the Purchase Price defined below.

“ Proceeding ” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“ Purchase Price ” shall mean the aggregate of One Million Five Hundred Eighty Thousand Dollars ($1,580,000) payable by the Purchasers for an aggregate of a like amount of Debenture principal and Warrants issued at the rate of one Warrant to purchase one Warrant Share for each Twelve Dollars ($12.00) of Purchase Price.

“ Purchaser Party ” shall have the meaning ascribed to such term in Section 4.7.

“ Pubco ” means to be identified publicly traded company listed on the OTC Bulletin Board and currently reporting under the Exchange Act.

“ Pubco Common Stock ” means the class of Common Stock of Pubco, and any other class of securities into which such securities may hereafter be reclassified or changed.

“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Securities ” means the Debentures, Warrants and Warrant Shares.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Subsidiary ” means any subsidiary of the Company as set forth on Schedule 3.1(a) and shall, where applicable, include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

“ Tax Ruling ” shall have the meaning ascribed to such term in Section 4.11.

“ Term Sheet ” means the Term Sheet annexed hereto as Exhibit C describing the terms of the transactions with Pubco.

“ Transaction Documents ” means this Agreement, the Debentures, the Warrants, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“ Underlying Securities ” means the Ordinary Shares issued and issuable upon conversion of the Debentures and securities issuable in connection with the Merger, as the case may be.

“ Units ” means the Pubco Common Stock and Pubco Common Stock purchase warrants sold to investors in the PIPE Financing.

“ Warrants ” means collectively the Ordinary Share purchase warrants, in the form of Exhibit D to be delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof in the ratio of One Warrant each to purchase one Warrant Share for each Twelve Dollars and sixty four cents ($12.64) of Purchase Price.

“ Warrant Shares ” means all of the Ordinary Shares issuable upon exercise of the Warrants at all times.

ARTICLE II.

PURCHASE AND SALE

2.1 Closing . On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers agree to purchase in the aggregate, for the Purchase Price of One Million Five Hundred Eighty Thousand Dollars ($1,580,000) in principal amount of the Debentures. The Purchasers shall deliver to the Escrow Agent, via wire transfer or a certified check, immediately available funds equal to the Purchase Price and the Company shall deliver to the Escrow Agent the Purchasers’ Debentures, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the conditions set forth in Sections 2.2 and 2.3, and receipt and acceptance of the Purchase Price the Closing shall occur at the offices of G&M or such other location as the parties shall mutually agree.

2.2 Deliveries .

(a) On the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:

(i) this Agreement duly executed by the Company;

(ii) an opinion of Company Counsel, and/or other counsel acceptable to the Purchaser, in substantially the form of Exhibit E;

(iii) a Debenture with a principal amount equal to such Purchaser’s Purchase Price, registered in the name of such Purchaser;

(iv) a Warrant registered in the name of such Purchaser to purchase Ordinary Shares in the amount set forth on the signature pages hereto; and

(v) the Escrow Agreement duly executed by the Company.

(vi) A certificate from an officer of the Company certifying that the approval by the Company's Board of Directors of the execution and delivery of this Agreement and any and all of the Company's obligations hereunder and the approval by the Company's Shareholders Meeting of the execution and delivery of this Agreement and any and all of the Company's obligations hereunder

(b) On the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

(i) this Agreement duly executed by such Purchaser;

(ii) such Purchaser’s Purchase Price by wire transfer to the account as specified in the Escrow Agreement; and

(iii) the Escrow Agreement duly executed by such Purchaser.

2.3 Closing Conditions .

(a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein;

(ii) all obligations, covenants and agreements of the Purchasers required to be performed at or prior to the Closing Date shall have been performed;

(iii) Company’s written acceptance of subscriptions referenced in Section 2.1, which acceptance shall be at the sole discretion of the Company;

(iv) the delivery by the Purchasers of the items set forth in Section 2.2(b) of this Agreement, including the transfer to the Company of the entire Purchase Price;

(v) the approval by the Company's Board of Directors of the execution and delivery of this Agreement and any and all of the Company's obligations hereunder; and

(vi) the approval by the Company's Shareholders Meeting of the execution and delivery of this Agreement and any and all of the Company's obligations hereunder.

(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein;

(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; and

(iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company . Except as set forth in the disclosure schedules attached hereto (the “ Disclosure Schedules ”), which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or warranty made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, provided the disclosures in any section or subsection of the Disclosure Schedules shall qualify only the corresponding section or subsection in this Article III, the Company hereby makes the following representations and warranties to the Purchaser on the Closing Date:

(a) Subsidiaries . All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a) . The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

(b) Organization and Qualification . The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document, (iv) a material adverse effect on the Company’s ability to consummate the Merger or the PIPE Financing in any material respect during the Exclusivity Period, or (v) the occurrence of an Event of Default (as defined in the Debenture) (any of (i), (ii), (iii), (iv) or (v), a “ Material Adverse Effect ”) and, to the knowledge of the Company, no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(c) Authorization; Enforcement . The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, 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.

(d) No Conflicts . Except as set forth on Schedule 3.1(d), the execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the other transactions contemplated hereby and thereby 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 except as created by the Transaction Documents, 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) 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 a Material Adverse Effect.

(e) Filings, Consents and Approvals . The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than the filing of Form D with the Commission and such filings as are required to be made under applicable state securities laws.

(f) Issuance of the Securities . The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Securities, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens other than restrictions on transfer provided for in the Transaction Documents.

(g) Capitalization . The capitalization of the Company is as set forth on Schedule 3.1(g) . No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth in Schedule 3.1(g) , as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares or Ordinary Share Equivalents, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares or Ordinary Share Equivalents. The issuance and sale of the Securities will not obligate the Company to issue Ordinary Shares or Ordinary Share Equivalents or other securities to any Person (other than the Debentures and Warrants to the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. No further approval or authorization of any stockholder, the Board of Directors or other Person is required for the issuance and sale of the Securities.

(h) Financial Statements . Schedule 3.1(h) attached hereto contains: (a) the unaudited balance sheet of the Company (the “ Company Balance Sheet ”) at December 31, 2009 (the “ Company Balance Sheet Date ”), (b) related statements of operations and cash flows for the period from January 1, 2009 through December 31, 2009 (the “ Company Interim Financial Statements ” and together with the Company Balance Sheet, the “ Company Financial Statements ”; and (c) trial balance for May 31, 2010). The Company Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“ GAAP ”) applied on a consistent basis throughout the periods covered thereby fairly present the financial condition, results of operations and cash flows of the Company and the Subsidiaries as of the respective dates thereof and for the periods referred to therein and are consistent with the books and records of the Company and the Subsidiaries, except as may be otherwise specified in such financial statements or the notes thereto.

(i) Material Changes . Since the Company Balance Sheet Date, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice, (B) liabilities not reflected in the Company’s financial statements pursuant to GAAP that are less than $100,000 in the aggregate and (C) except as set forth in Schedule 3.1(i) , (iii) the Company has not altered its method of accounting and (iv) except as set forth on Schedule 3.1(i) , the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares or Ordinary Shares Equivalents.

(j) Litigation . Other than as set forth on Schedule 3.1(j) , there is no action, suit, inquiry, notice of violation, or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “ Action ”) or Proceeding which could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect.

(k) Labor Relations . No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company which could reasonably be expected to result in a Material Adverse Effect. No executive officer, to the knowledge of the Company, is in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters.

(l) Compliance . Neither the Company nor any Subsidiary (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any order of any court, arbitrator or governmental body, or (iii) is or has been in violation of any statute, rule or regulation of any governmental authority, including without limitation all laws applicable to its business and all such laws that affect the environment, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

(m) Regulatory Permits . Except as set forth in Schedule 3.1(m) , the Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“ Material Permits ”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

(n) Patents and Trademarks . The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or material for use in connection with their respective businesses within the territories in which the Company distributes its products and which the failure to so have could have a Material Adverse Effect (collectively, the “ Intellectual Property Rights ”). Neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of the Intellectual Property Rights used by the Company or any Subsidiary violates or infringes upon the rights of any Person. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(o) Certain Fees . Except as set forth in Schedule 3.1(o) , no brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

(p) Private Placement . Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act or any other applicable law rule or regulation is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby.

(q) Solvency . Based on the consolidated financial condition of the Company as of the Closing Date after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company, and projected capital requirements and capital availability thereof, and (iii) the anticipated cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. Schedule 3.1(q) sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “ Indebtedness ” means (a) any liabilities for borrowed money or amounts owed in excess of $100,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others in excess of $100,000, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of $100,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

(r) Tax Status . Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and each Subsidiary has filed all necessary applicable tax returns and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which has been asserted or threatened against the Company or any Subsidiary.

(s) Seniority . Except as set forth on Schedule 3.1(s) , and subject to the Israeli laws of liquidation, insolvency, receivership and bankruptcy, as of the Closing Date, no Indebtedness or other claim against the Company is senior to, the Debentures in right of payment, whether with respect to interest, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

(t) No General Solicitation . Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.

3.2 Representations and Warranties of the Purchaser . The Purchaser represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:

(a) Organization; Authority . The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of the Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it 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.

(b) Own Account . The Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting the Purchaser’s right to sell the Securities pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. The Purchaser is acquiring the Securities hereunder in the ordinary course of its business. The undersigned acknowledges that (i) the Securities will be issued pursuant to applicable exemptions from registration under the Securities Act and any applicable state securities laws, and (ii) the Securities have not been registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(2) thereof. In connection therewith, the undersigned hereby covenants and agrees that it will not offer, sell, or otherwise transfer the Securities unless and until such Securities are registered pursuant to the Securities Act and the laws of all jurisdictions which in the reasonable opinion of the Company may be applicable or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the relevant securities laws

(c) Purchaser Status . At the time the Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it converts any Debentures it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. The Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

(d) Experience of the Purchaser . The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser has had the opportunity to ask questions and obtain information necessary to make an investment decision. To the extent the undersigned has taken advantage of such opportunity, they have received satisfactory answers concerning the purchase of the Securities. The Purchaser understands that the offer and sale of the Securities is being made only by means of this Agreement. The Purchaser understands that the Company has not authorized the use of, and the Purchaser confirms that the Purchaser is not relying upon any other information, written or oral, other than material contained in this Agreement and the Transaction Documents. The Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment and its financial condition is such that it has no need for liquidity with respect to its investment in the Securities to satisfy any existing or contemplated undertaking or indebtedness. The Purchaser has discussed with its professional, legal, tax and financial advisers the suitability of an investment in the Company by the undersigned for its particular tax and financial situation. All information that the undersigned has provided to the Company concerning itself and its financial position is correct and complete as of the date set forth below, and if there should be any material change in such information, the undersigned will immediately provide such information to the Company.

(e) General Solicitation . The Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

(f) Reliance. The Purchasers acknowledge that the Company will be relying on the foregoing representations and warranties in making a determination as to the availability of federal and state securities laws exemptions. The Company acknowledges and agrees that each Purchaser does not make or has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer Restrictions .

(a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of the Purchaser, in connection with the Merger, or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement.

(b) The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following form:

[NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. EXCEPT AS OTHERWISE PROVIDED IN THE COMPANY'S ARTICLES OF ASSOCIATION, AS SHALL BE AMENDED FROM TIME TO TIME, REGARDING RESTRICTIONS ON TRANSFERABILITY OF THE COMPANY'S SHARES AND OTHER SECURITIES THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Except as otherwise provided in the Company's articles of association, as shall be amended from time to time, regarding restrictions on transferability of the Company's shares and other securities, the Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, the Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, subject to the aforesaid, no notice shall be required of such pledge. At the Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities.

4.2 Merger and PIPE Financing . The Company has not, and hereby covenants that from and after the Closing Date, and until the later of (i) 90 days following receipt of a favorable Tax Ruling and (ii) 45 days following the delivery to the Purchasers of the Audited Financial Statements (the “ Exclusivity Period ”), the Company will not incur any indebtedness or Liens except with respect to bank loans or bank credit lines or in the ordinary course of business consistent with past practices.

4.3 Integration . From and after the Closing Date, and until expiration of the Exclusivity Period, the Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities to the Purchasers in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers, nor enter into any purchase, sale, merger or business combination transaction pursuant to which the business of another Person is combined with that of the Company, in whatever form, or enter into any other agreement or series of related agreements (including, without limitation, joint venture, sale of assets, license agreement, distribution agreement, etc.) or enter into any other transaction that would preclude the consummation of the PIPE Financing and the closing of the Merger, without the prior written consent of the Advisor and the holders of a majority in principal amount outstanding of the Debentures.

4.4 Conversion . The Debentures set forth the totality of the procedures required of the Purchasers in order to convert the Debentures into Ordinary Shares or other securities in connection with the Merger, as the case may be. Subject to US securities laws, no additional legal opinion or other information or instructions shall be required of the Purchasers to convert their Debentures. The Company shall honor conversions of the Debentures and shall deliver Underlying Securities in accordance with the terms, conditions and time periods set forth in the Transaction Documents and Merger Agreement.

4.5 Publicity . The Company and the Advisor shall consult with each other in issuing any press releases with respect to the transactions contemplated hereby, and neither the Company nor any Advisor shall issue any such press release or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of Advisor or Purchaser, or without the prior consent of the Advisor, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.

4.6 Use of Proceeds . The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes.

4.7 Indemnification of Purchasers . Subject to the provisions of this Section 4.7, the Company will indemnify and hold each Purchaser and their directors, officers, stockholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, stockholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling person (each, a “ Purchaser Party ”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against a Purchaser Party in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Purchaser Party may have with any such stockholder or any violations by the Purchaser Party of state or federal securities laws or any conduct by the Purchaser Party which constitutes fraud, negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party 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 Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any (x) of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents; or (y) agreement, understanding or arrangement with any third party.

4.8 Equal Treatment of Purchasers . No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents. Further, the Company shall not make any payment of principal or interest on the Debentures in amounts which are disproportionate to the respective principal amounts outstanding on the Debentures at any applicable time. For clarification purposes, this provision constitutes a separate right granted to the Purchaser by the Company and negotiated separately by the Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.

4.9 Form D; Blue Sky Filings . The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Purchaser upon filing. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.

4.10 Preservation of Corporate Existence . The Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect.

4.11 Tax Ruling . The Company agrees to use commercially reasonable efforts to expeditiously obtain a ruling on behalf of its shareholders and option holders (the “ Tax Ruling ”) from the Israeli Tax Authority that the issuance of Pubco securities in exchange for Company securities held by Company shareholders and option holders upon the closing of the Merger shall constitute a deferred tax event for the Company and/or its shareholders and option holders and shall not obligate them to pay any amounts prior to receiving actual funds resulting from sale of Pubco's securities as a result of such exchange.

4.12 Bankruptcy . Purchasers agree that they shall not initiate an involuntary bankruptcy proceeding or insolvency proceeding against the Company by virtue of the Company’s failure to satisfy its non-payment of Debenture principal or interest or a money judgment obtained in connection with the non-payment of Debenture principal or interest.

4.13 Merger Approval . The Company will use its commercially reasonable efforts to obtain the consent of its shareholders to the Merger. Provided that Ofir Paz and Asher Holzer vote their Ordinary Shares in favor of the Merger, it shall not be a default by Company or an Event of Default as defined in the Debenture if fewer than 80% of Company’s shareholders do not approve the Merger, in which case, the Company may elect not to close the Merger and in such case the Purchasers or anyone acting on their behalf shall not have any demand, claim or right against the Company, its shareholders, officers, directors, employees, advisors and representatives as a result of the failure to obtain such approval.

4.14 Audits . The Company undertakes to obtain audits of its financial statements sufficient to be filed with the Commission on a Form 10 (the “ Audited Financial Statements ”) no later than the later of: (i) six (6) months following the Closing; or (ii) two (2) months after the receipt of a favorable Tax Ruling. Failure to timely obtain such audits shall be an “ Audit Default .”

4.15 Access to Records . From and after the occurrence of an Event of Default and until the time the Company becomes subject to the reporting provisions of the Exchange Act, the Company shall furnish to each Purchaser that holds Securities, or any of its duly authorized representatives, attorneys or accountants reasonable access to any and all records at the premises of the Company where such records are kept, such access being afforded without charge, but only upon reasonable request stating the purpose of such request and during normal business hours. Each such Purchaser making such request agrees to request to execute a confidentiality agreement or similar document reasonably requested by the Company.

4.16 Articles of Association . The Company undertakes that it will not amend its Articles of Association if such amendment would materially impair the rights of the Purchasers as holders of the Warrants.

ARTICLE V.

MISCELLANEOUS

5.1 Termination . This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before 5:30 p.m. (New York City time) on July 30 , 2010; provided , however , that such termination will not affect the right of any party to sue for any breach by the other party (or parties).

5.2 Reserved . At the Closing, the Company has agreed to pay in cash to Palladium Capital Advisors LLC (“Palladium”) a sum equal to four percent (4%) of the Purchase Price in connection with the Closing (“ Palladium Fee ”). The Company has further agreed, upon consummation of the PIPE Financing, (a) to pay in cash to Palladium an additional sum equal to four percent (4%) of the Purchase Price of any Debentures that convert into Pubco Common Stock in connection with the PIPE Financing and (b) to issue to Palladium three year warrants to purchase from Pubco an amount of Pubco Common Stock equal to eight percent (8%) of the number of shares of Pubco Common Stock that any Debentures convert into in connection with the PIPE Financing (“Palladium Warrants”). The Palladium Warrants shall have an exercise price of $1.50 per Pubco's share of Common Stock and shall otherwise be identical to the warrants issued in the PIPE Financing. In addition, at the Closing, the Company has agreed to reimburse the Purchasers the non-accountable sum of $15,000 for its legal fees and expenses, such amount to be paid directly to G&M out of escrow (“Purchaser Legal Fees”). Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

5.3 Entire Agreement . The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4 Notices . Any and all notices or other communications or deliveries to be provided by the Holder hereunder, shall be in writing and delivered personally, by facsimile, pdf or other electronic delivery, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth below, or such other email address, facsimile number or address as the Company may specify for such purpose by notice to the Holder delivered in accordance with this Section 5.4. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to the Holder at the address set forth below. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or electronic delivery at the facsimile number or email address specified in this Section 5.4 prior to 5:30 p.m. (New York City time), (ii) the Business Day immediately following the date of transmission, if such notice or communication is delivered via facsimile or electronic delivery at the facsimile number or email address specified in this Section 5.4 between 5:30 p.m. (New York City time) and 11:59 p.m. (New York City time) on any date, (iii) the second Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

If to the Company, to:

InspireMD Ltd.

3 Menorat Hamaor St.

Tel Aviv 67448, Israel

Attention: Asher Holzer

Phone: +972 3 6917691

Fax: +972 3 6917692

With a copy (which shall not constitute notice) to:

Haynes and Boone, LLP

1221 Avenue of the Americas, 26 th Floor

New York, NY 10020-1007

Attention: Rick Werner, Esq.

Phone: (212) 659-4974

Fax: (212) 884-8234

If to the Purchasers, to:

The addresses set forth on the signature pages

With a copy (which shall not constitute notice) to:

Edward M. Grushko, Esq.

Grushko & Mittman, P.C.

515 Rockaway Avenue

Valley Stream, New York 11581

(212) 697-9500 - Phone

(212) 697-3575 - Fax

edgrushko@aol.com

5.5 Amendments; Waivers . No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchasers holding a majority in interest of the Debentures or securities into which the Debentures are converted, and if none of the foregoing are outstanding, then the holders of at least a simple majority of the Warrants and Warrant Shares still held by Purchasers (a “ Majority in Interest ”) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

5.6 Headings . The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

5.7 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. As long as the Debentures have not been converted or repaid, the Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of a Majority in Interest of the Purchasers, except in connection with the Merger. Except as otherwise provided in the Company's articles of association, as shall be amended from time to time, regarding restrictions on transferability of the Company's shares and other securities, any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”

5.8 No Third-Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.7.

5.9 Applicable law. All disputes arising under this Agreement or in connection with the transactions hereunder shall be resolved between the parties in good faith, however, if these efforts fail the dispute shall be resolved in accordance with the laws of the State of Israel excluding that body of law pertaining to conflict of law and any dispute, controversy or claim arising out of or in connection with the Transaction Documents, or the breach, termination or invalidity thereof, shall be submitted to the personal and exclusive jurisdiction of the competent courts in the Tel Aviv Jaffa District, Israel, and all parties hereto irrevocably waive any objection as to venue or “inconvenient forum .”

5.10 Survival . The representations and warranties shall survive the Closing and the delivery of the Securities for the applicable statue of limitations.

5.11 Execution . This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

5.12 Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13 Rescission and Withdrawal Right . Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

5.14 Replacement of Securities . If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15 Remedies . In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agrees to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

5.16 Payment Set Aside . To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

5.17 Usury . To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any claim, action or proceeding that may be brought by any Purchaser in order to enforce any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly agreed and provided that the total liability of the Company under the Transaction Documents for payments in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “ Maximum Rate ”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest that the Company may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from the effective date forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to any Purchaser with respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied by such Purchaser to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at such Purchaser’s election.

5.18 Independent Nature of Purchasers’ Obligations and Rights . The obligations of the Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by the Purchasers.

5.19 Fridays, Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

5.20 Construction . The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto.

5.21 WAIVER OF JURY TRIAL . IN ANY ACTION, SUIT OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

5.22 Currency . All references to amounts herein shall be in United States Dollars.

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IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

INSPIREMD LTD.

By:
	Ofir Paz CEO

ACKNOWLEDGED BY: HARBORVIEW ADVISORS LLC

By:
	Name: Title:

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SIGNATURE PAGE FOR PURCHASER FOLLOWS]

[PURCHASER SIGNATURE PAGES TO INSPIREMD LTD. SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: ____________________________________________________________

Signature of Authorized Signatory of Purchaser: ______________________________________

Name of Authorized Signatory: ___________________________________________________

Title of Authorized Signatory: ____________________________________________________

Email Address of Purchaser: _____________________________________________________

Facsimile Number of Purchaser: __________________________________________________

Address for Notice of Purchaser: __________________________________________________

_____________________________________________________________________________

Address for Delivery of Securities for Purchaser (if not same as address for notice):

_____________________________________________________________________________

Purchase Price: US$ _______________________________

Warrants: ___________________________________

EIN Number, if applicable, will be provided under separate cover: ________________________

Name of the customer:	Inspire M.D. Ltd.
	Company no. 513679431

		Date: 27 th of January 2009

Address:	3 Menorat Hameor Tel Aviv

Account no.:	195242

Bank Mizrachi Tefacot Ltd .

Dear Sirs,

Re: Loans Framework Agreement

We are putting in writing the agreement between us in respect to loans which you shall provide us, from time to time based on this agreement, and based on the specific loans agreement the example of which is attached hereto as appendix A and which shall be considered as a separate part of this letter, which shall be submitted to you in the future, from time to time, based on this framework agreement, and which shall be approved by you. All the loans which shall be provided to us shall be in accordance and subject to the “application to open an account” and/or “account changes” and “general account managing terms” and “general credit activities terms” and all their appendixes and amendments according to which we entered into a contractual engagement with the Bank, and all in these abovementioned documents, and all of their terms shall apply and be binding in respect to the loans that you will provide us.

1.	The Lender – Bank Mizrachi Tefachot Ltd. (hereinafter: the “Bank”).

2.	The Borrower – Inspire M.D. Ltd.

3.	The Framework of the Loan :

The total framework amount that the borrower may use according to this agreement shall be up to $2,000,000 according to the details and conditions hereafter:

3.1

A loan in foreign currency in the amount of $750,000 may be used after fulfilling all of the Prior Conditions as set forth in section 5 hereafter (hereinafter – the “Prior Conditions”) and not later than the 15 th of February 2009. The loan principal shall be paid in 8 quarterly equal consecutive payments starting from a year from the date of actually providing the loan. The performance commission for providing this loan shall be as set forth in the price list of the Bank and it shall be collected when providing the loan.

3.2

Another loan in foreign currency in the amount of $750,000 shall be provided to the borrower not later than the 3 rd of August 2009 after fulfilling all the Prior Conditions and after it shall be proven to the Bank, to the Bank’s satisfaction up to the 31 st of July 2009 that:

(a)

The company actually performed sales of its products in the amount of at least 2 million $ at least in the first have of the year 2009; and also

(b)

The company has accumulated orders of at least 0.5 million $ to supply after the 1 st of July 2009;

The loan principal shall be paid in 8 quarterly equal consecutive payments starting from the actually date of providing the loan. The performance commission for providing this loan shall be as set forth in the price list of the Bank and it shall be collected when providing the loan.

3.3

Within the framework of the loans for financing export shipping (Export Shipping Finance - ESF) in the amount of 0.5 million $ (hereinafter: the “ESF Framework”. In this framework it shall be possible to finance also invoices to customers in Israel.

3.3.1

Each loan from the ESF Framework shall be in the amount which is not more than 85% of the amount of invoices for payment that were issued to the borrower’s customer and whose date of payment shall not exceed 120 days from the date of issuing the invoices and it shall be provided after the invoices are presented to the Bank and a “export documents presentation” form signed by the borrower are presented to the Bank. The Bank will not be required to provide the loans within this framework unless it approved the owing customers and the amounts of the invoices, according to its sole discretion. It shall be clarified that an adverse change in the situation of a customer may cause the Bank to cancel its approval.

3.3.2

The performance commission for providing any loan from this framework shall be at the rate of 10% of the performance commission set forth in section 3.1 and it shall be collected when providing the loan.

3.3.3

The EFC Framework may be used up to the 31 st of December 2009. Each loan out of the EFC Framework shall be provided up to the date of payment of the financed invoices and in any event it shall be paid no later than the 11 th of January 2010. The amount that shall be paid as mentioned may be re-borrowed for a period of the framework period, subject to the borrower fulfilling all of his undertakings under this agreement and there is no reason to require its immediate payment.

3.3.4

At the request of the Bank, all the agreements with the customers and/or their orders and delivery certificates shall be presented.

Any withdrawal in accordance with this agreement shall be allowed as long as there is not reason for immediate payment according to the Bank’s documents. The borrower’s notice of his intention to withdraw the loan shall be given to the Bank in writing at least 3 business days before the date for performing the loan and it shall contain the requested date for providing the loan and its amount and a declaration that that all the abovementioned terms in sections 5 and 7 hereafter have been fulfilled. The Bank will prepare a loan agreement which is attached hereto as appendix A for the borrower to sign which includes all the details of the loan and the relevant interest and the other documents customary at the Bank such as: a credit application and protocol and the loan shall be made deposited in the borrower’s account after furnishing all of these document legally signed and certified.

5.	Prior Conditions for providing any loan according to this framework agreement are:

5.1

The borrower opened a Bank account, signed all the credit documents acceptable in the Bank and furnished all the protocols and attorney certificates as acceptable in the Bank.

5.2

The borrower furnished to the Bank all the following securities, signed for this purpose a bond in the version acceptable in the Bank and furnished the protocol and attorney certificates as acceptable in the Bank:

5.2.1

A first degree floating charge, without any limitation in amount, on all the property and assets of any type or kind whatsoever of the borrower and a fixed charge on the reputation, documents and negotiable instruments.

5.2.2

A first degree fixed charge, without any limitation in amount, on the intellectual property of the borrower.

5.2.3

A first degree fixed charge on all the rights, existing and future, to receive money from all the company’s customers including those that shall be set forth in the appendix for charging. The list of customers shall be updated each 6 months and an amendment of the charge shall be signed.

5.2.4

The borrower hereby assigns in favor of the Bank all of his rights, existing and future, to receive money from it customers, including those set forth in the abovementioned appendix.

5.3

The borrower shall issue to the Bank without any consideration, ordinary shares at the rate of 0.7% of the issued and paid up share capital of the company on the basis of full dilution and it shall furnish for this purpose all the required certificates. The issue of shares shall be performed in the following manner:

(a)

28,932 shares that constitute at the issue date an amount of 0.44% of the issued and paid up share capital of the company on the basis of full dilution before providing the loan described in section 4.1;

(b)

Shares that constitute at the issue date the amount of 0.26% of the issued and paid up share capital of the company on the basis of full dilution after fulfilling the terms set forth in section 3.2.

The interest rate for any loan according to this agreement shall be the libor rate + 4%. In respect to the loans set forth in sections 3.1 and 3.2 the interest shall be paid each quarter. Regarding the ESF Framework set forth in section 3.3 the interest shall be paid upon receipt of all the consideration or with the payment of the loan whichever is the earlier of the two.

7.	The borrower shall be entitled to execute early payment of the loan provided that it gave a prior written notice of 30 days, that payment shall be made at the payment date of the interest and the amount of payment is not less than 250 thousand $.

8.	Additional terms:

8.1

We hereby undertake to cause that all the customers will pay debt only to Bank account no. 195242 at your branch and in each invoice which we shall issue we shall mention this account as the account to credit.

8.2

The borrower shall hold at each time in account 195242 most of its cash balance and in any event a balance of cash which is sufficient for 3 months of payment based on the average net monthly cash flow for the previous 3 months. If the balance of cash deposited in account 195242 exceeds the credit balance, then the borrower shall be entitled to deposit the excess amount above the credit balance in other Banks.

8.3

The borrower undertakes to pay to the Bank upon the Exit Transaction as defined in appendix B hereafter, an amount of $250,000, if the amount of consideration which shall be received in a Liquidity Event as defined in appendix B hereafter, or the value of the company in an IPO as defined hereafter, shall be 100 million $ or more than that.

8.4

It is hereby clarified that all the Prior Conditions set forth in section 5 must be fulfilled no later than the 15 th of February 2009 and the failure to fulfill one or more of these conditions could cause the cancellation of this agreement.

9.	Upon the signing of the Framework Agreement we shall pay you a one time commission for preparing the documents in the amount of $4,000 and this is without derogating from any other commissions customary at the Bank.

Sincerely,

Inspire M.D. Ltd.

Signature		Signature


Ophir Paz		Asher Holzer

We confirm the aforesaid


Bank Mizrachi Tefachot Ltd.

Appendix B

“Exit Transaction ” shall mean an IPO or a Liquidity Event.

“IPO” shall mean the closing of the first underwritten public offering of the Company’s shares, pursuant to an effective registration statement under the Securities Act of 19433, as amended (the “Securities Act”), or pursuant to the corresponding securities laws of any other jurisdiction, or any other legal act resulting in the public trading of the Company’s shares in any trade market.

“Liquidity Event” shall mean (a) the assignment, sale or other disposition of ninety percent (90%) or more of the Company’s shares, property and/or assets, (including, without limitation, by way of a share swap or the grant of an extensive and exclusive license to a core technology of the Company outside the ordinary course of business); (b) the merger, consolidation of the Company with or into another Person (following which more than ninety percent (90%) of the Company’s shares are held by Persons who, prior to the said transaction, held, in the aggregate, less than fifty percent (50%) of the Company’s shares), of (c) the acquisition or sale of a controlling interest in the shareholding of the Company. A controlling interest shall mean 50% (fifty percent) or more of the issued an outstanding share capital of the Company, and/or the right to appoint a majority of the members of the board of directors of the Company.

Secured Bond

Which was signed on the 27 th of the month of January in the year of 2009.

By Inspire M.D. Ltd. co. no. 513679431 (hereinafter: the “Company”)

Address: 3 Menorat Hameor Tel Aviv

In favor of Bank Mizrachi Tefachot Ltd. (hereinafter: the “Bank”) in accordance with the memorandum and articles of association of the company and all the other provisions which give the company power in this matter and in accordance with the decision of the board of directors of the company of the 20 th of January 2009.

Whereas

The company received and is about to receive from time to time from the Bank, credit, documentary credit, different loans, overdraft in a current account, in a current loan account or in another account, indemnification letters, any undertakings and guarantees for the company or for others according to the company’s request, discounting of notes, providing different Banking extensions and easements and different Bank Services (hereinafter: together and separately referred to as the “Bank Services”) at the terms that were agreed and/or shall be agreed upon each time regarding any Banking service.

And whereas

It was agreed between the company and the Bank that the company shall insure all of its obligations and undertakings to the Bank of any type or kind whatsoever, whether in Israeli currency or in any foreign currency of any type or kind, as set forth hereafter – by this bond and this is in addition to all the securities that were given and/or shall be given to the Bank.

Therefore this bond is evidence of the following:

(a)

This bond was issued for securing the full and accurate payment of all the amounts, whether in Israeli shekels or in any foreign currency, that are due or shall be due to the Bank from the company in any manner, form and for any reason, whether these amounts are due from the company in respect to the Bank services provided by the Bank and whether not in connection to them, whether they are due from the company alone or together with others, whether the company already undertook to pay them or shall undertake to pay them in the future, as a debtor and/or as a guarantor and/or for any other reason (including the company’s obligation according to notes that were given or that shall be given to the Bank whether by the company or by third parties for discounting or as a security, and/or according to any other obligation of the company towards the Bank) that are due and/or that shall be due in the future, that must be paid before realizing the securities hereby given or afterwards, that are due absolutely or under a condition, that are due directly or indirectly, that are due according to the original obligation of the company or that were established in a judgment of the court or otherwise-

(- )

___________

signature

*without limitation of amount

With interest, commissions, all kinds of costs including realization costs, legal fees, insurance fees, stamp duty and other payments according to this bond with additional linkage differences of any other type that are due or shall be due from the company to the Bank in any manner and way for the linked principal and interest (all these amounts shall be referred to hereafter as: the “Secured Amounts”).

The secured amounts that are due and that shall be due from the company in any foreign currency shall be considered as secured by this bond, only if and for the transaction according to which an appropriate permit from the authorized authorities which is due or shall be due, given or shall be given in advance or retroactively, as long as such permit is required according to law.

2.	The company hereby undertakes to pay to the Bank any amount of the secured amounts:

At the date of the agreed payment, if it was agreed between the Bank and the company that this amount shall be payable at a certain date.

At the end of seven days from the date of sending the first demand of the Bank in writing to the company, if such payment date was not agreed as mentioned in paragraph (a) above.

The Bank is entitled to receive prior payment of the secured amounts or any part of them before the date of their payment has arrived.

The company or anyone whose right could be harmed from giving this bond or its realization, shall not have a right according to section 13 (b) of the Pledge Law – 1967 or any other law.

In any event that the Bank shall accept the company’s request of early payment of any payment on account of the secured amounts, shall be entitled to charge the company the amounts which shall express the damage which shall be caused to the Bank as a result of the early payment.

The Bank shall be entitled to calculate interest on the secured amounts at the rate that was agreed or shall be agreed upon from time to time between him and the company. In cases in which the rate of interest was not agreed, the Bank is entitled to determine the interest rate and to inform this to the company. The company shall be required to pay such interest rates and the Bank is entitled to add them to the principal at the end of each quarter year or at the end of any other period, according to the Bank’s decision.

In any event of a delay in the payment of the secured amount all or in part, the secured amounts shall bear delay interesting the amount which was agreed upon in the Bank service agreement. Without a stipulation regarding delay interest in these agreements, the secured amounts shall bear interest at the maximum rate that is customary in the Bank regarding deviations and delays in a current loan account and not less than 2% of the interest rate stipulated in the Bank service agreement.

In any case that confers the Bank the right to realize the securities according to this bond, the Bank shall be entitled to raise the Bank rates on the secured amounts up to the maximum rate that shall be customary at the Bank at that time for deviations and delays in the current loan account.

5.	The company hereby pledges in favor of the Bank and its substitutes, for securing the full and accurate payment of all the secured amounts –

By a first degree floating charge the entire factory, equipment, assets, money, property and rights including their proceeds, of any type or kind without any exception that the company has now or that it shall have in the future at any time in any manner and way including its insurance rights in respect to them, the rights according to the Property Tax and Compensation Fund Law – 1961 and any right for compensation or indemnification right that the company shall have towards a third party due to the loss, damage or expropriation of its property or any part of it (hereinafter: the “Pledged Assets”).

By a first degree fixed charge and by a pledge on its reputation, as they are today and as they shall be at any time (hereinafter: the “Pledged Reputation”).

By a first degree fixed charge of all the rights, existing or future, to receive money from the company’s customers set forth in this bond appendix.

By a first degree fixed charge of all the rights, including intellectual property rights, of the company as set forth in appendix A, including those set forth in the list mentioned in section 7 (14) (hereinafter: the “Pledged Intellectual Property Rights”).

By a fixed charge as a pledge of the bills of lading – by sea or by air – ownership rights of goods, storage certificates, delivery certificates, goods and orders, letters of documentary credit, mail receipts or other documents that are customary in international trade and that indicate ownership on the goods or merchandise (hereinafter: the “Documents”), which shall be delivered if delivered from time to time to the Bank, for collection, for custody, for security or otherwise, including all the insurance rights of any type or kind towards the Israeli Insurance Company of International Trade Risks Ltd. or any other insurance company, and any right to compensation or indemnification that the company shall have towards third parties due to loss, damage or expropriation of the good or merchandise- upon their delivery to the Bank as mentioned they shall be considered as pledged and charged to the Bank as a first degree fixed charge and pledge according to the terms of the bond and its provisions.

By a fixed charge as a pledge of those same securities, documents, notes of others which the company gave or shall give from time to time to the Bank, whether for collection, for custody, for security or otherwise (hereinafter the “Pledged Documents”) and upon their delivery they shall be considered as pledged and charged to the Bank as a pledge and first degree fixed charge according to the terms of this bond, its provisions, mutatis mutandis, shall apply to their pledge and charge.

The Bank shall be exempt from taking any action in respect with the charged documents and they shall not be responsible for any damage which shall be caused in respect to this, and the company undertakes to indemnify the Bank in any case where the Bank shall be sued for such damage by others. The company hereby waives in advance any claims in respect to the laws of limitations in respect to the pledged documents.

The “Pledged Assets”, the “Pledged Reputation” the “Pledged Intellectual Property Rights” the “Documents” and the “Pledged Documents”, and any other pledge mentioned in this section shall be hereinafter referred to as the “Pledged Property”.

6.	The Company hereby declares as follows:

That the Pledged Property is not pledged or charged to others nor is a lien exist on them in any manner, except for the following:

A vehicle of the type – Chevrolet Uplander

That the Pledged Property is exclusively owned by the company and is in its possession, or in possession of the Bank.

That there is no restriction or condition according to law or agreement or otherwise, that apply to the transfer of the Pledged Property or to its pledging or charging.

That it is entitled to pledge or charge the Pledged Property in any manner or way.

That there was no assignment of a right or other action that diminishes the value of the Pledged Property.

That it received all the consents and/or waivers necessary (if necessary) from the shareholders or the investors according to the company’s regulations or the different investment agreements.

7.	The company hereby undertakes towards the Bank as follows:

To hold the Pledged Property in its possession.

To use and handle the Pledged Property with great caution and to inform the Bank of any event of damage or defect that shall occur in them and to repair any damage or defect or flaw which shall occur in the Pledged Property due to use and/or for any other reason and to be responsible towards the Bank for any case of a defect, damage, flaw or mishap, except for reasonable wear and tear.

To allow the Bank’s accountant at all times to visit and check on site the condition of the Pledged Property where it is located.

Not to sell, not to lease, not to transfer to another place, not to give the Pledged Property or any part of it, in any manner or way, to others – except for sales, the transfer and lease of the business inventory that is made during the ordinary course of business of the company’s business – without receiving the Bank’s prior written consent in advance.

Not to sell, not to lease, not to transfer to another place, not to deliver to others and not to give to others the right to use the Pledged Assets without the prior written consent of the Bank for this.

To immediately inform the Bank of any event of the imposition of a lien on the Pledged Property and/or the Pledged Assets and/or any part of them and to immediately inform the issuer of the lien of the pledge in favor of the Bank and to take, immediately and without delay at the expense of the company, all means for removing the lien. If the company will not take such steps as mentioned, the Bank shall be entitled (but not required) to take all means to remove the lien and the company must immediately pay the Bank all the reasonable costs involved in this (including legal fees of the Bank).

Not to pledge in any manner or way the Pledged Property or any part of it by equal, previous or later rights to the rights of the Bank, and not to assign and right that the company has in the Pledged Property without receiving the Bank’s prior written consent for this.

To be responsible to the correctness and authenticity of all the signatures, assignments and the details on the notes, documents and securities delivered and/or shall be delivered to the Bank as a security.

To pay on time all the taxes, the municipal taxes, the levies and the other obligatory payments that are imposed on the Pledged Property according to any law and to furnish to the Bank according to his first demand the copy of all the receipts for the payments as mentioned, and if the company shall not pay such payments as mentioned on time, the Bank shall be required to pay them at the company’s expense and to charge it with the payments with costs and interest at the maximum rate. These payments are secured by this bond.

To manage accounting books and to allow the Bank or a representative on his behalf, to check the books after coordinating this in advance. The company undertakes to assist the Bank or its representatives to give them, at their first request, balance statements, documents and any information that shall be required by them, including explanations in respect to its financial situation and the operative situation of the company and/or its business.

That there shall not be any material change in the area of the company’s engagement without the Bank’s prior written consent.

The company is the owner and/or the owner of usage rights according to a license or agreement, of all the intellectual property which the company needs for its business.

To the best of its knowledge, the company does not breach as of today and there is not proceeding against it in respect to a breach of intellectual property rights of any third party.

The company attaches hereto a full list of its intellectual property and it shall furnish to the Bank in writing any update, change that shall apply to the list. Furthermore, the company shall update every 6 months the list of the owing customers. Following the company’s reports as mentioned an update shall be performed of the pledges in the relevant registries and the company shall sign all of the documents which are customary in respect to this.

8.	During the entire period in which this bond is in force the company undertakes in respect to itself and in respect to its subsidiaries as follows:

Deleted.

Not to pay to its shareholders in any manner or form any loan or money that the shareholders shall loan to the company or any money that they invested and/or shall invest in the company. The aforesaid shall not apply to the loan which may be convertible into company shares which shall be paid off by way of the issue of shares.

Not to give its shareholders any loan or credit without the Bank’s prior written consent.

To cause that its shareholders who lent and/or shall lend a shareholder’s loan to the company, to undertake towards the Bank not to demand and not to sue any such money from the company, and if for any reason they shall receive these amounts from the company – to return these amounts to the Bank so that they shall serve for paying off these amounts.

Not to purchase its shares and not to pay any dividend without the Bank’s prior written consent.

The company hereby undertakes to maintain the Pledged Property insured at its full value at all times against those same risks which the Bank shall mention from time to time at insurance companies and to transfer to the Bank at the limit of the amount of this bond the rights that arise from the insurance certificates, according to the version which the Bank shall approve, to pay any insurance fees on time and to deliver to the Bank all the insurance certificates and the receipts for the payment of insurance fees.

Without derogating from the aforesaid and in addition to this, the company hereby undertakes to give to the insurance company, through which it is insuring the Pledged Property, irrevocable instructions to transfer money which shall come to the company according to the insurance policy of the Pledged Property to the lender’s Bank account only. The company further undertakes to furnish to the Bank an undertaking of this insurance company and to inform the Bank of the date of cancellation of the insurance policies insofar as they shall be issued by it, at least 30 days before they shall expire.

In each of the following cases hereafter the Bank shall be entitled, according to its sole discretion, to insure the Pledged Property in the name of the Bank and to charge the company’s account with the costs of the insurance fees:

(1)

If the Pledged Property shall not be pledged at the satisfaction of the Bank.

(2)

If the company shall not furnish to the Bank within 10 days from the date of signing this bond, insurance certificates for the Pledged Property to sole satisfaction of the Bank.

(3)

If 30 days before the insurance policy of the Pledged Property expires, the company shall not furnish to the Bank insurance certificates of the Pledged Property, at those same terms and for the period which are at the Bank’s full satisfaction. In the event the insurance shall be taken out by the Bank as mentioned above, the Bank shall not be responsible for any defect or flaw which shall be discovered in respect to the insurance. The amounts that shall be paid as costs and as insurance fees are secured according to this bond.

All the rights that arise from the insurance of property as mentioned above, including rights according to the Property Tax and Compensation Fund Law – 1961 as shall be in force from time to time or according to any other law, whether they were transferred to the Bank as mentioned above or not, are hereby pledged to the Bank by first degree fixed charge as a pledge.

In respect to the property insurance of the company the company hereby assigns to the Bank as its sole authorized representative and it grants the Bank exclusive rights to conduct negotiations in the name of the company to agree to arrangements, to settle, to waive, to receive money from insurance companies and to accredit them for the payment of the secured amounts, this power of attorney is irrevocable since third party rights are dependant on it, the company shall not have any claims in respect to arrangements, waivers and settlements that the Bank will make with the insurance companies.

The company undertakes to sign, at the Bank’s first demand, all the applications the documents and the certificates required or advisable for performing the company’s undertakings included in this section. Furthermore, the company undertakes not to cancel or change in any manner any of the terms of this insurance without the prior written consent of the Bank.

10.

The securities that were given to the Bank according to his bond have a continuous nature in spite of an arrangement of the account or any account of the company which shall remain in force until the Bank approves in writing that this bond has been cancelled.

If securities or guarantees were given to the Bank for payment of the secured amount all the securities and the guarantees shall be independent of one another.

The Bank shall settle or the Bank shall give an extension or easement to the company, the Bank shall change the company’s undertakings in respect to the secured amounts, shall release or waive the other securities or the guarantees – these things shall not change the nature of the securities that were created according to this bond and all the bonds and the undertakings of the company according to this bond shall remain fully valid.

11.

The Bank has rights to hold, to detain and to offset all the amounts, assets and right, including securities, currencies, gold, notes of money, documents of merchandise, insurance policies, notes, checks, charges, deposits, securities and their consideration, that shall be found in the Bank at any time in favor of the company or for it, including those that were delivered for collection, for custody or in any other manner. The Bank is entitled to detain these assets until the full payment of the secured payments or to sell them and to use their consideration, all or in part, for payment of the secured amounts.

In the event the offset amounts are deposited in foreign currency the company hereby gives the Bank permission and instructions in advance to sell the balance in credit in foreign currency according to the rate that the Bank will obtain for it.

12.

The Bank shall be entitled at all times to charge any account of the company with any amount that is due or shall be due to him from the company and to accredit any amount that it shall receive from the company or for it for crediting the account that it shall see fit to transfer any amount that shall be credited to the company in any account with the Bank and any other account with the Bank as the Bank shall see fit.

13.

Taking into consideration that the amounts due and that shall be due to the Bank from the company on account of the secured amounts could be also in Israel currency and also in foreign currency it is hereby agreed and declared that the Bank and the receiver – respectively – shall be entitled to convert Israeli currency into the foreign currency that shall be available to the Bank and needed for the full or partial payment of the secured amounts that are due to the Bank in foreign currency, and to convert foreign currency which is available to the Bank into Israeli currency and this is according to the official exchange rates that shall exist in Israel during performance of these conversions in practice by each of them.

The term “exchange rate” means:

Regarding the time when a restriction is in place according to the Israeli law regarding the free use of foreign currency in Israel – the highest amount in Israeli currency which an Israeli resident shall be required to pay for a unit of currency of such debt at whoever is lawfully authorized to trade in foreign currency in Israel with the Bank commission for such transaction.

Regarding the time when there is no such restriction in place – the highest rate of a unit of currency of such debt that shall exist in an Israeli Bank regarding telegraphic Bank withdrawals of a city which is known at that time as one of the financial centers of the country in which the currency of a debt is a legal tender or New York according to the Bank’s choice with additional Bank commission for such transaction.

14.

Without derogating from other provisions agreed with the company in respect to immediate payment of the secured amounts, the Bank shall be entitled in each of the cases set forth hereafter to demand immediate payment of the secured amounts or any part of them without any prior notice to the company and these are the cases:

If the company shall not pay to the Bank on time or at the payment dates any amount that shall be due to the Bank out of the secured amounts.

If a decision of voluntary liquidation shall be adopted by the company or if a liquidation order shall be issued against it by the court or if the company shall summons a meeting of creditors for finding a settlement with them, or if the name of the company shall be removed or is about to be removed from any registry that is managed according to law.

If a receiver (temporary or permanent) shall be appointed or a receiver and manager (temporary or permanent) or a liquidator temporary or permanent) on the company’s property or any part of it.

If any lien shall be imposed on the company’s property, all or in party, or on any security of the securities which were delivered by the company to the Bank, or if an execution act shall be performed against it.

If the company shall stop paying its debts or managing its business.

If the work shall stop, or any part of it, for two months or more.

If a material part of the company’s property, shall be burnt or damaged in another manner.

If the Bank shall see, according to its sole discretion, that any change in the company’s control occurred- regarding the existing situation at the date of signing this bond – by the willful transfer of shares or in another manner (except for transfers in good faith to the transferee who was also a shareholder of the company’s shares at the date of this bond, and except for the transfer of shares by inheritance), or by the decision of members that make up the company, without the Bank’s prior written consent.

If a receivership order was rendered or a Bankruptcy order against one of the company’s guarantors (in the event that the secured amounts are secured inter alia also according to guarantees) or in the event of the death of a guarantor or in the event of the appointment of a guardian over a guarantor’s body or property and the company shall not furnish to the Bank within seven days after the occurrence of one or more of these cases a signed guarantee and undertaking by a person or body which the Bank agreed to in advance and in the version determined by the Bank, according to which this person or body shall guarantee the full and exact payment of all these amounts. The provisions of this sub- section shall apply mutatis mutandis respectively, also to this same person or body as if this same person or body was the original guarantor and to anyone that shall take their place.

If the number of shareholders of the company and/or the number of members that make up the company shall be less than the minimal required amount.

If the Bank shall see, according to its sole discretion, that a material occurrence has occurred that could harm the financial ability of the company.

If according to the absolute discretion of the Bank and according to its exclusive assessment a material event occurred that could harm the financial ability of the company.

If the company shall be required to pay the debts of the company early to other creditors.

If the company shall breach or shall not fulfill any of the undertaking included in this bond and/or according to any agreement and/or any document and/or agreement that was made in the past and/or that shall be made in the future between the company and the Bank.

If it shall turn out that any declaration of the company in this bond and/or in any contract that was made in the past and/or that shall be made in the future between the company and the Bank – is not correct and/or is not accurate.

If the company change its articles of association or part of it and it did not notify this to the Bank within 48 hours.

If the company adopted a decision regarding the merger with another company, whether as an absorbing company or as a target company, as defined in the Companies Law – 1999, or a motion to merge or a motion to approve an arrangement and re- organization the result of which are the merger of companies.

If a license, authorization, approval or registration of any of the intellectual property rights of the company shall be denied, cancelled, suspended, or materially harmed, and the result of this shall materially affect the company.

15.

In each of the cases set forth in the previous section, the Bank shall be entitled to use any means that it shall see fit in order to collect all the secured amounts, to realize the guarantees in any manner that the law shall permit and to realize all of its rights according to this bond, including the realization of the Pledged Property, in full or in part, and to use their payment for paying off the secured property and this is without the Bank having to realize guarantees or other securities if the Bank will have such securities.

The Bank is entitled to realize the securities that were given to him according to this bond or other by the appointment of a receiver or a receiver and manager on behalf of the Bank (and the company agrees in advance to any person or legal entity that the Bank will appoint or offer to appoint as a receiver and manager as mentioned) and who shall be authorized inter alia to:

Receive to his possession the Pledged Property, all or in party.

To manage the company’s business or to participate in their management as he shall see fit.

To sell or to lease and/or to agree to the sale or lease of the Pledged Property in full or in part or to transfer them in any other manner according to the terms as he shall see fit.

To make any other arrangement in respect to the Pledged Property all or in part.

16.	All the income that shall be received by the receiver and the manger of the Pledged Property and any consideration that shall be received by the Bank and/or by the receiver and the manager from selling the Pledged Property or part of it shall be accredited to:

First for paying all the costs that shall be incurred in respect with the collection of the secured amounts including the costs of the receivers or the receivers and the manager and his salary in the amount that shall be determined by the Bank.

Second, for paying the other amounts that shall be due to the Bank as a result of the linkage terms, the interest, the damage, the commission and the costs that are still due to the Bank according to this bond.

Third, for paying the principal of the secured amounts or in any other accrediting order that shall be determined by the Bank.

17.

In the event that at the time of realizing the Pledged Property the payment day of the secured amounts has not yet arrived, or that the secured amounts shall be due to the Bank only under condition, the Bank shall be entitle to collect from the payment of the realization a sufficient amount to cover the secured amounts and the amount that it shall collect shall be pledged to the Bank as a security for the secured amounts and it shall remain with the Bank until they are paid.

18.

Without derogating from the other provisions of this bond, any waiver, extension, reduction, silence, avoidance of action (hereinafter: “Waiver”) by the Bank regarding the partial failure to fulfill or the incorrect fulfillment of any undertaking of the undertakings according to this bond, shall not be considered as a waiver by the Bank of any right, rather as a consent limited to the special opportunity in which it was given.

19.

If the company shall guarantee (hereinafter the “Guaranteeing Company”) the company hereby agrtees that the Bank shall be entitled:

(1)

To institute proceedings according to the law for realizing the securities and/or for collecting these amounts without the Bank having to first turn to the debtors who are the guarantors in a demand to pay of these amounts that are due from them to the Bank.

(2)

To stop, to change, to increase, to decrease or to renew any credit or any other Bank service that shall be given and/or that shall be given to debtors.

(3)

To give an extension of time and/or similar concession in respect to the payment of these amounts.

(4)

To replace, to renew, to release, to amend, to avoid realizing or to realize other securities or guarantees that the Bank holds or shall hold whether it received them or shall receive them from the debtors – the guarantors or from others.

(5)

To settle with the debtors the guarantors or with others.

The company - guarantor hereby agrees that making any action of the actions mentioned by the Bank shall not confer upon them any right to change or to cancel its undertakings towards the Bank.

Deleted.

20.

The company confirms that the Bank’s books and its account are trustworthy, shall be considered as correct and shall serve as prima facie evidence against it in respect to all of their details and inter alia in respect to the calculation of the secured amounts, the details of the other notes, guarantees and securities, and any other matter that is connected to this bond.

The term “Bank books” means – any page of the account or a copy of a page of the account and any loan agreement or note signed by the company and the term “its accounts” means – any registration or copy of registration whether it was registered or copied by hand or by a typewriter and whether it was registered or copied by way of printing, copying, photographing or by way of any electrical or electronic technical machine including microfilm.

21.

The Bank is entitled at any time, according to his discretion, and without needing the company’s consent, to transfer this bond and the rights under it, to others, including the securities, in full or in party, and any transferee shall be entitled also to transfer these rights without needing additional consent from the company. The transfer may be made by assigning at the margins of this bond or on it or by any other way as the Bank shall see fit and provided that this shall not expand and/or change the company’s undertakings.

22.

The Bank is entitled to deposit the securities that were given or that shall be given according to this bond or part of them in the hands of a bailee according to its discretion at the expense of the company and to replace the bailee from time to time, the Bank shall be entitled to keep these securities, all or in part, at any authorized authority according to any law.

23.

This bond cannot derogate from the right of the Bank to collect the secured amounts not by the realization of this bond.

Nothing in the realization of this bond can derogate from the Bank’s right to collect from the company the balance of the secured amounts that were not paid by the realization of this bond.

24.

All the costs and the fees in respect to this bond, its stamp duty, registration, realization of the securities (including the legal fees of the Bank) and insurance, safeguarding, holding, and repairing the Pledged Property shall be paid by the company to the Bank at its first demand, if it was spend by the Bank or by anyone on its behalf including the receiver, with additional interest at the maximum rate that shall be customary at the Bank at that time for deviations and delays in the current loan account, from the date of demand until they are fully paid. Until they are fully paid all these costs are secured by this bond.

25.	In this bond:

“Bank” – means – Bank Mizrachi Tefachot Ltd. and any of its existing branches at the date of this bond and/or that shall be opened in any place in the future, and those by virtue of the Bank or in its place.

“Notes” – means – promissory notes, bills of exchange, checks, undertakings, guarantees, securities, bills of lading, deposit notes and any other negotiable instruments.

The preamble of this bond constitutes an inseparable part hereof.

If this bond was signed by two or more, they shall be signed jointly and separately for the fulfillment of all the undertakings according to this bond.

26.

Any notice that shall be sent by mail according to the Bank to the company by registered mail or by ordinary mail according to the address mentioned above of which the company shall notify the Bank in writing, shall be considered a legal notice that was received by the company within 48 hours from the time the letter was sent which includes the notice.

27.	The authorized court in Tel Aviv has jurisdiction in respect with this bond, however the Bank is also entitled to take legal steps in any other authorized court.

28.	Special terms:

In witness whereof I have signed hereafter



	The Company

Appendix A

The pledge shall apply also to any rights including intellectual property rights, of the company whether existing today or whether they shall exist in the future, whether they are registered in the name of the company or not, including if registration applications were submitted in respect to them and also to:

(a)	Any know- how, inventions, patents, trademarks, designs, models, trade names, copyrights and technical processes and applications.

(b)	The names of internet domains, licenses, franchise agreements, usage rights agreements, diagrams, computer programs, commercial secrets and lists of customers.

Whether the rights of the company were registered in its name or whether they were not and whether these rights exist today or shall exist in the future.

In respect to these intellectual property rights or any part of them the company and any of its subsidiaries undertakes to:

(a)	Perform all of the appropriate registrations and shall pay all the costs and the fees required in order to keep and protect the intellectual property rights of the company and/or of its subsidiaries and/or their registration.

(b)	Take all necessary steps, including legal proceedings, in order to prevent from any third party from harming these same intellectual property rights.

(c)	Not sell, transfer, lease or give a usage license except for the license arrangements with a third party which is not an associated party which was made during the ordinary course of business and for acceptable consideration.

(d)	Register the pledge, at its expense, at the Registrar of Patents and they shall furnish the Bank the appropriate certificates regarding the registration of the pledge within 45 days after the signing of this bond.

Delaware	333-162168	26-2123838
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

3 Menorat Hamor St. Tel Aviv, Israel 67448		N/A
(Address of principal executive offices)		(Zip Code)

Product	Indication	Start Development	CE Mark	EU Sales	FDA Approval	U.S. Sales
MGuard™ Coronary Plus Bio-Stable Mesh	Bypass/ Coronary	2005	Oct. 2007	Q1-2008	Q2-2014	Q3-2014

MGuard™ Peripheral Plus Bio-Stable Mesh	Peripheral Arteries	Q1-2011	Q3-2011	Q4-2011	Not applicable	Not applicable

MGuard™ Carotid Plus Bio-Stable Mesh	Carotid Arteries	Q1-2011	Q1-2011	Q2-2011	Not applicable	Not applicable

MGuard™ Coronary Plus Bio-Absorbable Drug-Eluting Mesh	Bypass/ Coronary	Q1-2013	Q3-2016	Q4-2016	Not applicable	Not applicable

Product	Stent Platform	Approval Requirement	Start of Study	End of Study
MGuard TM Coronary	Bare-Metal Stent Plus Bio-Stable Mesh	CE Mark (EU+Rest of World)	Q4-2006	Q3-2007
	Drug-Eluting Mesh (Bare-Metal Stent Plus Drug-Eluting Mesh)	CE Mark (EU+ Rest of World )	Q1-2011	Q2-2011
	Drug-Eluting Mesh (Bare-Metal Stent Plus Drug-Eluting Mesh)	FDA (U.S.)	Q4-2012	Q4-2014
	Cobalt-Chromium Stent Plus Bio-Stable Mesh	FDA	Q1-2011	Q4-2011
MGuard TM Peripheral/Carotid	Self Expending System Plus Mesh	CE Mark (EU+ Rest of World )	Q1-2011	Q3-2011

MGuard TM Carotid	Self Expending System Plus Mesh	FDA (U.S.)	Peripheral information on animals can be used

Product	Stent Platform	Clinical Trial Sites	Follow-up Requirement	Objective	Study Status
Product	Stent Platform	Clinical Trial Sites	Follow-up Requirement	Objective	No. of Patients	Start	End Enrollment	End of Study
MGuard TM Coronary	Bare-Metal Stent Plus Bio-Stable Mesh	Germany – two sites	12 months	Study to evaluate safety and performance of MGuard TM system	41	Q4-2006	Q4- 2007	Q2-2008
		Brazil – three sites	12 months		30	Q4-2007	Q1-2008	Q2-2009
		Poland – four sites	6 months		60	Q2-2008	Q3-2008	Q2-2009
		International MGuard TM Observational Study - Europe - 50 sites	12 months		1,000	Q1-2008	Q4-2008	Q4-2010
		International MGuard TM Observational Study - Israel - 10 sites	6 months		100	Q2-2008	Q4-2009	Q1-2010
		Master randomized control trial - 7 countries, 40 centers in Latin America and Europe	8-12 months		410	Q1-2011	Q4-2011	Q4-2012
		FDA Study - 40 sites, U.S. and out of U.S.	12 month	Pilot study to evaluate safety and performance of MGuard TM system for FDA and CE Mark approval	580	Q1-2012	Q3-2013	Q4-2013
	Drug-Eluting Stent (Bare-Metal Stent + Drug Eluting Mesh)	South America and Europe – 10 sites	8-12 months	Pilot study to evaluate safety and performance of MGuard TM system for FDA and CE Mark approval	500	Q2-2011	Q2-2012	Q1-2013
		U.S. – 50 sites	12 months		2,000	Q1-2013	Q1-2014	Q4-2014
		Rest of World as a registry study	8-12 months	Evaluation of safety and efficacy for specific indications	400	Q2-2011	Q4-2011	Q4-2012

●	pursuing growth opportunities, including more rapid expansion;
●	acquiring complementary businesses;
●	making capital improvements to improve our infrastructure;
●	hiring qualified management and key employees;
●	developing new services, programming or products;
●	responding to competitive pressures;
●	complying with regulatory requirements such as licensing and registration; and
●	maintaining compliance with applicable laws.

●	changes in our industry;
●	competitive pricing pressures;
●	our ability to obtain working capital financing;
●	additions or departures of key personnel;
●	limited “public float” in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock;
●	sales of our common stock;
●	our ability to execute our business plan;
●	operating results that fall below expectations;
●	loss of any strategic relationship;
●	regulatory developments;
●	economic and other external factors; and
●	period-to-period fluctuations in our financial results.

Name of Beneficial Owner	Number of Shares Beneficially Owned (1)	Percentage Beneficially Owned (2)
Ofir Paz	10,263,752	16.3%
Asher Holzer	10,300,437	16.3%
Craig Shore	0	0
Bary Oren	365,223	0.6%
Eli Bar	838,658	1.3%
All officers and directors as a group (5 persons)	21,768,070	34.5%

Name	Age	Position
Ofir Paz	45	Chief Executive Officer and Director
Asher Holzer, PhD	61	President and Chairman of the Board of Directors
Craig Shore	49	Chief Financial Officer, Secretary and Treasurer
Eli Bar	46	Senior Vice President of Research and Development and Chief Technical Officer of InspireMD
Bary Oren	37	Chief Financial Officer of Operations of InspireMD

Name and Principal Position	Year	Salary ($) (1)	Bonus ($) (1)	Option Awards (2)	All Other Compensation ($) (1)	Total ($) (1)

Ofir Paz (3) Chief Executive Officer	2010	118,700	-	-	78,515	197,214
	2009	104,301	-	-	57,755	162,057

Asher Holzer (3) President and Chairman	2010	122,412	-	-	74,813	197,225
	2009	106,879			55,177	162,056

Eli Bar Vice President, Research and Development	2010	111,667	-	818,509	-	930,176
	2009	106,001	-	-	-	106,001

Bary Oren Director of Finance	2010	114,780	-	495,962	-	610,742
	2009	25,592	-	100,000	-	125,592

Behar Shmuel Former Chief Financial Officer	2010	-				-
	2009	107,858				107,858

Name	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Option exercise price ($)	Option expiration date ($)
Ofir Paz	-	-	-	-

Asher Holzer	-	-	-	-

Eli Bar	243,480	-	0.001	10/28/2016
	365,220	-	0.001	12/29/2016
	152,175	456,525	0.001	7/22/2020
	20,290	60,870	1.23	7/28/2020

Bary Oren	50,725	30,435	0.001	8/23/2019
	253,625	152,175	1.23 (1)	1/1/2020

Name	Fees Earned or Paid in Cash	Option Awards (1)(2)	All Other Compensation	Total
	$	$	$	$
David Ivry (3)	6,083	133,398	-	139,481
Robert Fischell (3)	3,783	- (4)	-	3,783
Fellice Pelled (3)	5,885	133,398	-	139,283

Exhibit Number		Description
2.1		Share Exchange Agreement, dated as of December 29, 2010, by and among InspireMD Ltd., Saguaro Resources, Inc., and the Shareholders of InspireMD Ltd. that are signatory thereto (incorporated by reference to Exhibit 10.1 to Saguaro Resources, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2011)
2.2		Amendment to Share Exchange Agreement, dated February 24, 2011
2.3		Second Amendment to Share Exchange Agreement, dated March 25, 2011
3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to InspireMD, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2011)
3.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to InspireMD, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2011)
10.1		2011 Umbrella Option Plan (incorporated by reference to Exhibit 10.1 to InspireMD, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2011)

Exhibit Number		Description
10.2		Form of Stock Option Award Agreement
10.3		Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations, dated as of March 31, 2011
10.4		Stock Purchase Agreement, by and between InspireMD, Inc. and Lynn Briggs, dated as of March 31, 2011
10.5		Securities Purchase Agreement, dated as of March 31, 2011, by and among InspireMD, Inc. and certain purchasers set forth therein
10.6		Form of $1.80 Warrant
10.7		Form of $1.23 Warrant
10.8		$1,250,000 Convertible Debenture, dated July 20, 2010, by and between InspireMD Ltd. and Genesis Asset Opportunity Fund, L.P.
10.9		Unprotected Leasing Agreement, dated February 22, 2007, by and between Block 7093 Parcel 162 Company Ltd. Private Company 510583156 and InspireMD Ltd.
10.10		Securities Purchase Agreement, dated as of July 22, 2010, by and among InspireMD Ltd. and certain purchasers set forth therein
10.11		Manufacturing Agreement, by and between InspireMD Ltd. and QualiMed Innovative Medizinprodukte GmbH, dated as of September 11, 2007
10.12		Development Agreement, by and between InspireMD Ltd. and QualiMed Innovative Medizinprodukte GmbH, dated as of January 15, 2007
10.13		License Agreement, by and between Svelte Medical Systems, Inc. and InspireMD Ltd., dated as of March 19, 2010
10.14		Agreement, by and between InspireMD Ltd. and Ofir Paz, dated as of April 1, 2005
10.15		Amendment to the Employment Agreement, by and between InspireMD Ltd. and Ofir Paz, dated as of October 1, 2008
10.16		Second Amendment to the Employment Agreement, by and between InspireMD Ltd. and Ofir Paz, dated as of March 28, 2011
10.17		Personal Employment Agreement, by and between InspireMD Ltd. and Asher Holzer, dated as of April 1, 2005
10.18		Amendment to the Employment Agreement, by and between InspireMD Ltd. and Asher Holzer, dated as of March 28, 2011
10.19		Personal Employment Agreement, by and between InspireMD Ltd. and Eli Bar, dated as of June 26, 2005
10.20		Employment Agreement, by and between InspireMD Ltd. and Bary Oren, dated as of August 25, 2009
10.21		Employment Agreement, by and between InspireMD Ltd. and Craig Shore, dated as of November 28, 2010
10.22		Form of Indemnification Agreement between InspireMD, Inc. and each of the directors and executive officers thereof
10.23		Agreement with Bank Mizrahi Tefahot LTD. for a loan to InspireMD Ltd. in the original principal amount of $750,000
16.1		Letter from Stan J.H. Lee, CPA, dated March 31, 2011
21.1		List of subsidiaries
99.1		Investor Presentation
99.2		Financial Projections
99.3		InspireMD Ltd. financial statements for the fiscal years ended December 31, 2010 and 2009
99.4		Pro forma unaudited consolidated financial statements as of December 31, 2010

	INSPIREMD, INC.

Dated: April 6, 2011	By:	/s/ Asher Holzer
		Name: Asher Holzer
		Title: President

	INSPIREMD, INC.

	By:
	Name:
	Title:


	SAGUARO HOLDINGS, INC.

	By:
		Lynn Briggs, President

INSPIREMD, INC.			Address for Notice:

By:			InspireMD, Inc.
Name:			3 Menorat Hamor Street
Title:			Tel Aviv, Israel
			Attn: Chief Executive Officer
With a copy to (which shall not constitute notice):			Fax: +972-3-6917691

Haynes and Boone, LLP
30 Rockefeller Plaza
New York, New York 10112
Attn: Rick A. Werner, Esq.
Tel: (212) 659-7300
Fax: (212) 884-8234

The Inspire M.D. Company Ltd. Private Company: 513679431			Block 7093 Parcel 162 Company Ltd. Tel Aviv

(Signature)			(Signature)


Inspire M.D. Ltd.			Block 7093 Parcel 162 Company Ltd.

Contents

1.	Definitions and interpretation	1
2.	Manufacture and supply of Products	2
3.	Price payment, taxes	3
4.	Delivery Risk and property in the Products	4
5.	Intellectual property rights of the Company	4
6.	Warranty	4
7.	Liability	5
8.	Confidential information	5
9.	Force majeure	5
10.	Term	6
11.	Termination	6
12.	General	6
13.	Governing law and jurisdiction	7
List of agreement Schedules		8

	" this Agreement "	this Agreement (including any schedule or annexure to it and any document in agreed form);

	" the Intellectual Property "	as defined in clause 5;

	" the Know-How "	technical information, drawings, designs and other information relating to the Product and its manufacturing;

	" Materials "	any materials and components required for the manufacturing of the Product;

	" Order "	Purchase Order provided by the Company to the Manufacturer for a consignment of Products; Order shall specify quantity ordered, delivery address and terms, and delivery date;

	" the Patent Rights "	shall be All Patent applications filed by the Company to date.

	" the Price "	as defined in sub-clause 3.1;

	" the Product "	the product to be manufactured by the Manufacturer for the Company, details of which are set out in the Specification in schedule B to this Agreement ;

	" the Specification "	the specification of the Product and its components set out in schedule B to this Agreement in accordance with which the Product is to be manufactured; and

	" the Term "	shall mean the duration of this Agreement under clause 11;

_______________ (place and date)		______________ (place and date)
QualiMed Innovative Medizinprodukte GmbH Represent by Name: _________________________ Title: _________________________		Inspire MD Ltd. Represent by Name: _________________________ Title: _________________________

Stents Purchased per Month				Stent*	Add –ons**	System		Month
				Euro	Euro	Euro		stents	Euro
From	-	Up to	500	40.0	109.5	149.5	X	500	74,750

From	501	Up to	1,000	40.0	99.0	139.0	X	500	69,500

From	1,001	Up to	2,000	40.0	88.5	128.5	X	1,000	128,500

From	2,001	Up to	4,000	40.0	82.5	122.5	X	2,000	245,000

Stents Purchased per Year				Stent*	Add –ons**	System		Year
				Euro	Euro	Euro		stents	Euro
From	-	Up to	6,000	40.0	109.5	149.5	X	6,000	897,700

From	6,001	Up to	12,000	40.0	99.0	139.0	X	12,000	1,668,000

From	12,001	Up to	24,000	40.0	88.5	128.5	X	24,000	3,084,000

From	24,001	Up to	48,000	40.0	82.5	122.5	X	48,000	5,880,,000

Date:__.__.____		Date:__.__.____
QualiMed Innovative Medizinprodukte GmbH Represent by Name: _________________________ Title: _________________________		Inspire MD Ltd. Represent by Name: _________________________ Title: _________________________

Product Component	Specification Definition	Producer/ Integrator
Sleeve	Qualimed	Inspire
Stent	Qualimed & Inspire	Qualimed
Stent Compatible Delivery System	Qualimed	Qualimed
Integrated Product	Qualimed & Inspire	Qualimed

	InspireMD Ltd.		Qualimed Innovative Medizinprodukte GmbH

	__________________________		__________________________
By:	__________________________	By:	__________________________

Licensor: Svelte Medical Systems, Inc.		Licensee: Inspire MD

By:		By:
	Name:		Name:
	Title:		Title:

___________________________________	___________________________________
Inspire MD Ltd.	The Employee
By: __________________________
Title: _________________________

	InspireMD									Biosensor*									Xtent									Conor
	2011			2012			2013			2003 **			2009			2010			2008 E			2009 E			2010 E			2005 E			2006 E			2007 E			2008 E

REVENUES		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%

GROSS PROFIT		38	%		55	%		74	%		37	%		75	%		73	%		16	%		41	%		63	%		40	%		65	%		73	%		78	%


EXPENSES
R&D		52	%		42	%		30	%		13	%		18	%		11	%		268	%		45	%		15	%		472	%		50	%		25	%		15	%
Sales & Marketing		31	%		23	%		15	%		10	%		22	%		27	%
G&A		45	%		26	%		17	%		33	%		17	%		16	%		140	%		43	%		31	%		235	%		30	%		30	%		30	%
TOTAL EXPENSES		129	%		91	%		62	%		56	%		57	%		55	%		408	%		88	%		46	%		706	%		80	%		55	%		45	%

NET INCOME before Tax		-89	%		-36	%		12	%		7	%		7	%		29	%		-361	%		-43	%		16	%		-635	%		-14	%		18	%		16	%

Receivable Days		90			90			90									80
Inventory Days		60			60			60									210

Cash Flow	2011					2012					2013					2014
	Q1	Q2	Q3	Q4	Total	Q1	Q2	Q3	Q4	Total	Q1	Q2	Q3	Q4	Total	Q1	Q2	Q3	Q4	Total
Net Income	(1,095)	(1,965)	(1,805)	(1,395)	(6,260)	(1,430)	(1,305)	(1,205)	(780)	(4,720)	(1,920)	(590)	1,360	3,820	2,670	(1,235)	490	5,305	10,675	15,235
Adjustments required to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation & Amortization	40	45	45	55	185	70	80	90	90	330	95	95	95	95	380	250	255	255	260	1,020
Stock Based Compensation	255	250	275	275	1,055	325	350	395	445	1,515	470	450	445	445	1,810	-	-	-	-	-
Decrease (increase) in trade receivables	-	500	(950)	(600)	(1,050)	1,200	(1,550)	(1,050)	(850)	(2,250)	1,500	(1,100)	(1,650)	(2,200)	(3,450)	900	(3,650)	(6,050)	(7,550)	(16,350)
Decrease (increase) in inventory	570	(360)	(240)	545	515	(490)	(210)	(95)	510	(285)	(110)	(130)	(90)	115	(215)	(480)	(810)	(1,000)	(820)	(3,110)
Increase (decrease) in trade payables	(40)	90	60	(140)	(30)	125	50	25	(125)	75	25	35	20	(30)	50	170	205	250	205	830
Net Cash from Operations	(270)	(1,440)	(2,615)	(1,260)	(5,585)	(200)	(2,585)	(1,840)	(710)	(5,335)	60	(1,240)	180	2,245	1,245	(395)	(3,510)	(1,240)	2,770	(2,375)

Investing Activities
Purchase of PP&E	(135)	(110)	(10)	(125)	(380)	(260)	(15)	(165)	(20)	(460)	(15)	(15)	(10)	(10)	(50)	(2,350)	(50)	(50)	(50)	(2,500)
Net Cash - Investing	(135)	(110)	(10)	(125)	(380)	(260)	(15)	(165)	(20)	(460)	(15)	(15)	(10)	(10)	(50)	(2,350)	(50)	(50)	(50)	(2,500)

Investing Acitivities
Net proceeds from issuance of shares	12,500				12,500					-					-	-				-
Net proceeds from loans	(470)				(470)							240	(170)	(70)	-	560	3,560	1,290	(2,720)	2,690
Net Cash Investing	12,030	-	-	-	12,030	-	-	-	-	-	-	240	(170)	(70)	-	560	3,560	1,290	(2,720)	2,690

Cash at beginning of period	700	12,325	10,775	8,150	700	6,765	6,305	3,705	1,700	6,765	970	1,015	-	-	970	2,165	(20)	(20)	(20)	2,165
Increase/(decrease) in cash	11,625	(1,550)	(2,625)	(1,385)	6,065	(460)	(2,600)	(2,005)	(730)	(5,795)	45	(1,015)	-	2,165	1,195	(2,185)	-	-	-	(2,185)
Cash at end of period	12,325	10,775	8,150	6,765	6,765	6,305	3,705	1,700	970	970	1,015	-	-	2,165	2,165	(20)	(20)	(20)	(20)	(20)


Reconciliation:
Gross Profit	535	355	765	1,005	2,660	620	1,440	2,170	2,880	7,110	2,145	3,080	4,535	6,600	16,360	5,875	8,800	13,640	19,685	48,000

Working Capital	530	230	(1,130)	(195)	(565)	835	(1,710)	(1,120)	(465)	(2,460)	1,415	(1,195)	(1,720)	(2,115)	(3,615)	590	(4,255)	(6,800)	(8,165)	(18,630)
Clinical Trials	(345)	(745)	(880)	(700)	(2,670)	(325)	(755)	(1,270)	(1,500)	(3,850)	(2,030)	(1,425)	(870)	(380)	(4,705)	(1,200)	(1,200)	(1,200)	(1,200)	(4,800)
Salaries (not included mfg.)	(485)	(585)	(630)	(655)	(2,355)	(730)	(730)	(770)	(790)	(3,020)	(790)	(790)	(790)	(790)	(3,160)	(1,755)	(1,755)	(1,755)	(1,755)	(7,020)
Trade Shows	(20)	(250)	(20)	(210)	(500)	(100)	(250)	(175)	(215)	(740)	(105)	(255)	(175)	(215)	(750)	(630)	(1,530)	(1,050)	(1,290)	(4,500)
Promotional/Collaterals	(65)	(65)	(65)	(65)	(260)	(95)	(95)	(95)	(95)	(380)	(120)	(120)	(120)	(120)	(480)	(1,215)	(1,215)	(1,215)	(1,215)	(4,860)
Travel	(115)	(115)	(115)	(115)	(460)	(140)	(140)	(140)	(140)	(560)	(155)	(155)	(155)	(155)	(620)	(480)	(480)	(480)	(480)	(1,920)
Legal Services	(50)	(50)	(50)	(50)	(200)	(50)	(50)	(50)	(50)	(200)	(50)	(50)	(50)	(50)	(200)	(75)	(75)	(75)	(75)	(300)
Investor Relations	(30)	(30)	(30)	(30)	(120)	(30)	(30)	(30)	(30)	(120)	(30)	(30)	(30)	(30)	(120)	(30)	(30)	(30)	(30)	(120)
Audit & Financial Services	(45)	(45)	(45)	(45)	(180)	(45)	(45)	(45)	(45)	(180)	(45)	(45)	(45)	(45)	(180)	(65)	(65)	(65)	(65)	(260)
D&O Insurance	(20)	(20)	(20)	(20)	(80)	(20)	(20)	(20)	(20)	(80)	(20)	(20)	(20)	(20)	(80)	(20)	(20)	(20)	(20)	(80)
R&S Consultants	(25)	(25)	(25)	(25)	(100)	(25)	(25)	(25)	(25)	(100)	(25)	(25)	(25)	(25)	(100)	(50)	(50)	(50)	(50)	(200)
Rent	(25)	(25)	(25)	(25)	(100)	(25)	(25)	(25)	(25)	(100)	(25)	(25)	(25)	(25)	(100)	(60)	(60)	(60)	(60)	(240)
Commissions	(30)	(20)	(40)	(50)	(140)	(25)	(60)	(80)	(95)	(260)	(65)	(90)	(120)	(165)	(440)	(370)	(550)	(855)	(1,230)	(3,005)
Bad Debt	(30)	(20)	(40)	(50)	(140)	(25)	(60)	(80)	(95)	(260)	(65)	(90)	(120)	(165)	(440)	(145)	(220)	(340)	(490)	(1,195)
G&A miscellaneous	(50)	(50)	(50)	(50)	(200)	(50)	(50)	(50)	(50)	(200)	(50)	(50)	(50)	(50)	(200)	(100)	(100)	(100)	(100)	(400)
Other	-	20	(215)	20	(175)	30	20	(35)	50	65	75	45	(40)	(5)	75	(665)	(705)	(785)	(690)	(2,845)

Net Cash from Operations	(270)	(1,440)	(2,615)	(1,260)	(5,585)	(200)	(2,585)	(1,840)	(710)	(5,335)	60	(1,240)	180	2,245	1,245	(395)	(3,510)	(1,240)	2,770	(2,375)


Receivables	1,500	1,000	1,950	2,550		1,350	2,900	3,950	4,800		3,300	4,400	6,050	8,250		7,350	11,000	17,050	24,600
Inventory	430	790	1,030	485		975	1,185	1,280	770		880	1,010	1,100	985		1,465	2,275	3,275	4,095
Accounts Payable	160	250	310	170		295	345	370	245		270	305	325	295		465	670	920	1,125


Interest Income/(Expense)	23	43	35	28	130	25	19	10	5	58	4	2	-	4	10	4	(0)	(0)	(0)	4

(US$ 000's)

P&L	2011	2012	2013	2014
	Total	Total	Total	Total

REVENUES	7,000	13,000	22,000	60,000

GROSS PROFIT	2,660	7,110	16,360	48,000
% of SALES	38%	55%	74%	80%

TOTAL EXPENSES	9,005	11,870	13,695	32,620

EBIT	(6,345)	(4,760)	2,665	15,380

INTEREST INCOME/(EXPENSE)	85	40	5	(145)

NET INCOME before Tax	(6,260)	(4,720)	2,670	15,235

TAXES	-	-	-	-

NET INCOME after TAX	(6,260)	(4,720)	2,670	15,235

ACCUMULATED INCOME (LOSS )

EBITDA	(6,165)	(4,425)	3,045	15,380


PERCENT OF SALES	2011	2012	2013	2013
	Total	Total	Total	Total
REVENUES	100%	100%	100%	100%

COST of GOODS SOLD	62%	45%	26%	20%

GROSS PROFIT	38%	55%	74%	80%

EXPENSES
R&D	52%	42%	30%	15%
Sales & Marketing	31%	23%	15%	30%
G&A	45%	26%	17%	10%
TOTAL EXPENSES	129%	91%	62%	54%

EBIT	-91%	-37%	12%	26%

INTEREST INCOME/(EXPENSE)	1%	0%	0%	0%

NET INCOME before Tax	-89%	-36%	12%	25%

TAXES	0%	0%	0%	0%

NET INCOME after TAX	-89%	-36%	12%	25%

EBITDA	-88%	-34%	14%	26%

	Exchange Rate = NIS:USD	3.6
HEADCOUNT PROJECTION																Vehicles
				Current	Current
			Annual	Monthly	Monthly	Soc. Ben. Seniors	Soc. Ben. Juniors	$ -	$ -		2010	2011	2012	2013	2014	2010	2011	2012	2013
Department	Title	Sub title	Gross $	Gross $	Gross NIS	30.0%	22.5%	Car	Cell

Total Production											26	32	33	34	91	1	1	2	3

Total R&D											3	5	10	10	10	3	5	9	9

Total Marketing											2	4	5	5	8	2	2	3	3

Total Sales											5	9	10	10	33	2	3	3	3

Total G&A											9	10	10	10	16	4	4	4	4

TOTAL Employees											44	59	67	68	157	12	15	21	22


COST																Cost Per Car
			Annual	Monthly		Soc. Ben. Seniors	Soc. Ben. Juniors	$ -	$ -	Monthly		2011	2012	2013	2013		2011	2012	2013
Department	Title		Gross $	Gross $		30.0%	22.5%	Car	Cell	Cost $		$000	$000	$000	$000		$000	$000	$000

Total Production												658	770	961	2,436		14	18	43

Total R&D												481	844	930	2,321		54	115	130

Total Marketing												214	270	270	326		29	43	43

Total Sales												626	791	791	2,899		43	43	43

Total G&A												1,083	1,171	1,171	1,483		58	58	58

TOTAL SALARIES												3,063	3,846	4,122	9,465		198	277	317

Recording for P&L purposes:

R&D Adjusted:
Original												481	844	930	2,321
Allocation of Eli until there is VP of Production Q1 2013												(70)	(53)	-	-
Allocation of Eli to G&A												(70)	(70)	(70)	(70)
Allocation of Ofir to R&D												20	20	20	20
Allocation of Asher to R&D												59	59	59	59
Adjusted R&D												419	800	938	2,330

G&A Adjusted:
Original												1,083	1,171	1,171	1,483
Allocation of Ofir to R&D												(20)	(20)	(20)	(20)
Allocation of Asher to R&D												(59)	(59)	(59)	(59)
Allocation of Ofir to Marketing												(20)	(20)	(20)	(20)
Allocation of Asher to Marketing												(20)	(20)	(20)	(20)
Allocation of Eli to G&A												70	70	70	70
Adjusted R&D												1,035	1,123	1,123	1,435

Marketing Adjusted:
Original												214	270	270	326
Allocation of Ofir to Marketing												20	20	20	20
Allocation of Asher to Marketing												20	20	20	20
Adjusted Marketing												253	309	309	365

Production Adjusted:
Original												658	770	961	2,436
Allocation of Eli to Production												70	53	-	-
Adjusted Production												729	822	961	2,436

Sales (No adjustments)												626	791	791	2,899

Total Pre Adjusted												3,063	3,846	4,122	9,465
Total Adjusted												3,063	3,846	4,122	9,465
Variance												-	-	-	-

Total Adjusted without Production												2,334	3,023	3,162	7,029

TRADE SHOWS	International Conferences

		2011	2012	2013

	Big	2	3	3
	Medium	1	2	2
	Small	1	1	1


	Cost
	Big
	Medium
	Small
		2011	2012	2013
		$000	$000	$000
	Big	300	450	450
	Medium	80	160	160
	Small	40	40	40
	Local Sponsorship in contries	80	90	100
Total Trade Shows		500	740	750

OTHER MARKETING EXP.

Subcontractors		40	80	100
Press Release Distribrution		6	6	6
Marketing Support Trials		100	100	100
Advertising		40	40	40
Total Promotional Activities		186	226	246
Collaterals
	Spec Sheet	8	16	24
	Brochures	8	16	24
	Backgrounder	8	16	24
	Folders	8	16	24
	CD demo	8	16	24
	Print Adds	8	16	24
	Marketing content	8	16	24
	Graphic designs	8	16	24
	Giveaways	8	16	24
	Incentive Programs	8	16	24	75%
Total Collaterals		80	160	240

IP


	Patent Application		4	4	4
	PCT		-	3	2
	IP National Phase		-	-	1

Cost		$000
	Patent Application	10
	PCT	20
	IP National Phase	30

			2009	2010	2011
			$000	$000	$000
	Patent Application		40	40	40
	PCT		-	60	40
	IP National Phase		-	-	30
	Miscellaneous		20	20	20
			60	120	130