Exhibit 4.6


FOURTH SUPPLEMENT AND AMENDMENT TO
THE SERIES D PREFERRED SHARE PURCHASE AGREEMENT DATED JUNE 26, 2014


 


THIS FOURTH SUPPLEMENT
AND AMENDMENT (the “Supplement”) is made as of June 10, 2015, by and between InSightec Ltd., a private
limited company organized and existing under the laws of Israel (the “Company”), York Global Finance II S.à
r.l., a limited liability company organized under the laws of Luxemburg (“York”), Shanghai GEOC Hengtong Investment
Limited Partnership, a limited liability partnership organized under the laws of the People’s Republic of China (“GEOC”),
Fortune China Limited, a company incorporated under the laws of the British Virgin Islands (“Fortune China”),
Meditech Advisors LLC, a limited liability company organized under the laws of Delaware (“MTA”), Mr. Maurice
R. Ferré (“Ferré”), Mr. Lawrence Platt (“Platt”), Mr. Kenneth G. Langone (“Langone”),
Mr. Michael P. Stansky (“Stansky”), CIH- InSightec Ltd. series, a series of Cranley
Investment Holdings, LLC a limited liability company organized under the laws of Delaware
(“CIH”), Primatec Holdings S.A. a company organized under the laws of Panama (“Primatec”)
and Exigent Alternative Capital or any of its affiliates (“Exigent”), (each of York, GEOC, Fortune China, MTA,
Ferré, Platt, Langone, Stansky, CIH, Primatec and Exigent shall be referred to as a “Purchaser” and together
the “Purchasers”). The Company and the Purchasers collectively referred to hereinafter as the “Parties”,
and each, a “Party”.





		WHEREAS	the Company, York, GEOC, Fortune China, MTA, Ferré and Platt are parties to certain Series
D Preferred Share Purchase Agreement, dated June 26, 2014, as amended on September 7, 2014, on December 15, 2014 and on February
10, 2015 (the “Agreement”);



		WHEREAS	under the Agreement, Elbit Medical Technologies Ltd. (“Elbit”) had the option
to purchase up to an additional 1,804,433 Series D Preferred Shares, at the Series D Purchase Price, exercisable until May 31,
2015, for an aggregate consideration of $3,500,000 (“Option”);



		WHEREAS	on May 21, 2015, Elbit notified the Company that it has elected not to exercise its Option and
to waive such right;



		WHEREAS	pursuant to the Agreement, in the event that Elbit elects to purchase the Subsequent Purchased
Shares for an aggregate consideration of less than $3,500,000, York will have the right to purchase any shortfall pursuant
to the terms of the Agreement (the “Shortfall Right”);



		WHEREAS	York wishes to assign its Shortfall Right to Langone, Stansky, CIH, Primatec and Exigent, as described
below; and



		WHEREAS	each of Langone, Stansky, CIH, Primatec and Exigent wishes to invest in the Company in exchange
for Series D Preferred Shares to be issued by the Company, subject to the terms and conditions set forth below;







    1 


     

    

NOW IT IS HEREBY AGREED as follows:


		1.	Interpretation and Preamble



            
1.1.   
The preamble of this Supplement shall be an integral part thereof.


             1.2.     In
this Supplement, unless specified otherwise, all terms shall have the meaning ascribed to them in the Agreement.


		2.	Amendments to the Agreement



             2.1.    York
hereby assigns its Shortfall Right to Langone, Stansky, CIH, Primatec and Exigent in accordance with the investment amounts of
each investor specified in Schedule 1 attached to this Supplement. It is hereby clarified that Schedule 1 attached
to this Supplement replaces and supersedes Schedule 1 of the Agreement. York shall have no further rights or obligations
of any kind with respect to exercise (or non-exercise) of the Shortfall Right, provided however, that should any of the assignees
not exercise his Shortfall Right, such unexercised right shall revert to York and York shall be entitled to exercise the Shortfall
Right in no event later than June 15, 2015.


             2.2.    The definition of
"Subsequent Investor" in Section 2.1 of the Agreement shall be revised such that Langone, Stansky, CIH, Primatec and
Exigent shall be also considered as "Subsequent Investors" under the Agreement. The purchase and sale of the Subsequent
Purchased Shares pursuant to this Supplement shall take place remotely via the exchange of documents and signatures, at such time
and place as the Company and the applicable Subsequent Investors mutually agree upon orally or in writing and in no event later
than June 15, 2015.


             2.3.
   It is agreed by the Parties that, by executing this Supplement, each of the Purchasers shall be considered a Purchaser
under the Agreement and a Party to the Agreement, as if it were an original signatory thereto subject to the amendments and modifications
to the Agreement contained herein.


		3.	Miscellaneous



           
3.1.
   All notices and communications to be given or made under this Agreement shall be in writing and delivered by hand-delivery,
registered first class mail (return receipt requested), facsimile, air courier guaranteeing overnight delivery or shall be by e-
mail, addressed as set forth on the signature pages hereof, or to such other Person or address as a Party may designate by notice.
All notices and other communications delivered in person or by courier service shall be deemed to have been delivered as of three
(3) Business Days after sending thereof, those delivered by email shall be deemed delivered on the following business day in the
jurisdiction of the relevant recipient, and all notices and other communications sent by registered mail (or air mail if the posting
is international) shall be deemed given seven (7) days after posting. Each such notice or other communication shall be deemed to
have been duly given or served on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed by
telecopy answer back or receipt confirmed by return e mail from the recipient. Such notices and communications shall be sent to
the Company and the Purchaser at the following addresses:


 



    2 


     

    




 








if to the
Company:


 


Nahum Het 5


Tirat Carmel
Israel


Attention: Kobi
Vortman


Email: kobiv@insightec.com


Facsimile: 04-8131322





if to GEOC:


 


Suite 3601B-03,
The Center, No.989 Changle Road,


Xuhui District,
Shanghai, 200031, China


Attention: Perry
Xu


Email: xuhj@gocapital.com.cn


Facsimile: +86
21 54070220


 


If to Fortune
China:


 


2101, 21/F


Wanchai Commercial
Center


194-204 Johnston
Road, Wanchai, Hong Kong


Attention: Howard
Chu


Email: zhuhh@gocapital.com.cn


Facsimile: 852
26870103





 


If to York:


 


York Capital
Management


767 Fifth
Avenue


New York, NY 10153, U.S.A

Attention: General Counsel

Email: RSwanson@yorkcapital.com


Facsimile: +1
(212) 300-1301


 


If to MTA:


Meditech Advisors
LLC


11 Kiryat Hamada
St.


Jerusalem, Israel
91450


 


If to Mr.
Maurice R. Ferré:


521 S Mashta
Dr


Key Biscayne,
FL 33149, U.S.A


 


If to Mr.
Lawrence Platt:


1505 S.Glenville


Los Angeles,
CA 90035, U.S.A


 





If to Mr.
Michael P. Stansky:


36 Skyview Lane


Sudbury, MA
01776


Email: mpstansky@gmail.com


 






    3 


     

    




 





If to Mr.
Kenneth G. Langone:


375 Park Avenue


Suite 2205


New York, NY
10152


Tel: (212) 421-2500


Email: ken@invemed.com





 


If to CIH
:


701 Brickell
Avenue, Suite 2100


Miami, FL 33131,
U.S.A


Email: AlbertoBeeck@gmail.com


 


If to
Primatec:


 


Edificio Centro
Magna Corp


Piso 5to. #
 502-A,


Avenida Ricardo
Arango y Calle manuel Icaza


Panamá,
República de Panamá


Email: ramc@ayucus.com





 


If to Focused
Holdings LP:


250 Park Ave,
7th floor


New York, NY
10177, U.S.A


Email: smann@exigentcap.com


           
3.2.    This
Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart
of a signature page of this Supplement by facsimile or electronic transmission shall be effective as delivery of a manually executed
counterpart of this Supplement.


            3.3.    Except as provided herein, all terms and conditions of the Agreement shall remain unchanged. In the event of any contradiction
between the provisions of this Supplement and the Agreement, the provisions of this Supplement shall prevail.


 


[Signature page
to follow]






    4


     

    




IN WITNESS WHEREOF, the Parties
hereto have caused this Supplement to the Agreement to be duly executed and delivered as of the date first written above.


 


On behalf of Company:


 





	/s/ Kobi Vortman and Roni Karie
	
        Insightec Ltd.

        Name: Kobi Vortman and Roni Karie

        Title: CEO and CFO




 










On behalf of GEOC:


 





	/s/
	
        Shanghai GEOC Hengtong Investment
        Limited Partnership

         

        Name: ___________________

         

        Title: Director



 





On
behalf of Fortune China:


 





	/s/ Zhu Hepeng
	
        Fortune China Limited

         

        Name: Zhu Hepeng

         

        Title: Director






 



    5 


     

    




 


 


On behalf of York:


 





	/s/ John J. Fosina
	
        York Global Finance II S.à
        r.l.

          

        Name: John J. Fosina

         

        Title: Manager



 


On behalf of MTA:


 


	/s/ Samuel Cubal
	
        Meditech Advisors LLC

         

        Name: Samuel Cubal

         

        Title: MD



 


On behalf of Mr. Maurice R. Ferré:


 


	/s/ Maurice R. Ferre
	
        Maurice R. Ferré

        



 


On behalf of Mr. Lawrence Platt:


 


	/s/ Lawrence Platt
	
        Lawrence Platt



 


On behalf of Mr. Kenneth G. Langone:


 


	/s/ Kenneth G. Langone
	
        Kenneth G. Langone 



 


 



    6 


     

    




 





On behalf of Mr. Michael P. Stansky:


 


	/s/ Micheal P Stansky
	
        Michael P. Stansky

        



 


On behalf of CIH :


 


	/s/ Alberto Beck
	
        CIH- InSightec Ltd. series, a series
        of Cranley Investment Holdings, LLC

        

         

        Name: Mr. Alberto Beck

         

        Title:
Manager



 


On behalf of Primatec:


 


	/s/ Rene A. Morales
	
        Primatec Holdings S.A.

        

         

        Name: Rene A. Morales

         

        Title: President 



 


On behalf of Exigent Alternative
Capital or any of its affiliates:


 


	/s/ Eliezer Brender
	
         

        Name: Eliezer Brender

         

        Title: Member



 



    7 


     

    




Schedule 1


INVESTORS & CLOSING PURCHASE PRICE






	Name	 	Purchase Price 
(US$)	 	 	No. of Purchased Preferred D Shares	 
	York Global Finance II S.À R.L	 	$	43,875,851	 	 	$	22,620,297	 
	Shanghai GEOC Hengtong Investment Limited Partnership	 	$	12,150,000	 	 	 	6,263,961	 
	Fortune China Limited	 	$	350,000	 	 	 	180,443	 
	Meditech Advisors LLC	 	$	1,584,149	 	 	 	816,712	 
	Maurice R. Ferré	 	$	1,000,000	 	 	 	515,552	 
	Lawrence Platt	 	$	40,000	 	 	 	20,622	 
	Kenneth G. Langone	 	$	500,000	 	 	 	257,776	 
	Michael P. Stansky	 	$	500,000	 	 	 	257,776	 
	CIH- InSightec Ltd. series, a series of Cranley Investment Holdings, LLC	 	$	1,000,000	 	 	 	515,552	 
	Primatec Holdings S.A.	 	$	1,000,000	 	 	 	515,552	 
	Focused Holdings LP	 	$	500,000	 	 	 	257,776	 
	TOTAL	 	$	62,500,000	 	 	 	32,222,019