Exhibit 4.7


 


FIFTH SUPPLEMENT AND
AMENDMENT 


TO THE SERIES D PREFERRED
SHARE PURCHASE AGREEMENT


DATED JUNE 26, 2014


 


THIS FIFTH SUPPLEMENT
AND AMENDMENT (the “Supplement”) is made as of December 30, 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”), MRF Family
Holdings, LLLP, a limited liability limited partnership organized and existing under the laws of Florida (“MRF”),
Dr. Lawrence Platt (“Platt”), Mr. Michael P. Stansky (“Stansky”), Mr. Kenneth G. Langone
(“Langone”), 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”), Focused Holdings LP, a limited liability partnership organized and existing under the laws
of Delaware or any of its affiliates (“Focused”), Woodburn Holdings II S.A. (“Woodburn”),
Mr. Christopher C. Dewey (“Dewey”), Ms. Kattia Raskosky Chamorro (“Chamorro”), Mr. Sergio
Raskosky (“Raskosky”), Skyview Investments LLC, a limited liability company organized under the laws of Delaware
(”Skyview”) and Focused Holding Canada Ltd., a limited liability company organized under the laws of Canada
(”Focused Canada”)  (each of York, GEOC,
Fortune China, MTA, MRF, Platt, Langone, CIH, Primatec, Focused, Woodburn, Dewey, Chamorro, Raskosky, Skyview and Focused Canada
shall be referred to as a “Purchaser” or “Party”, and together the “Purchasers”
or the “Parties”).


 


		WHEREAS	the Company and certain Purchasers are parties to that certain Series D Preferred Share Purchase
Agreement, dated June 26, 2014, as previously amended on September 7, 2014, December 15, 2014, February 10, 2015, and June 10,
2015 (the “Agreement”);



 


		WHEREAS	the Company wishes to raise equity financing from certain Purchasers and additional investors,
in an aggregate amount of US$22,000,000 by way of issuance of additional Series D Preferred Shares on substantially the same terms
as those in the Agreement; and



 


		WHEREAS	each of York, MTA, MRF, Platt, Langone, CIH, Primatec, Focused, Woodburn, Dewey, Chamorro, Raskosky,
Skyview and Focused Canada (the “Additional Purchasers”) wish to invest in the Company in consideration for
Series D Preferred Shares to be issued by the Company, subject to the terms and conditions set forth below.



 


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.






    1 


     

    










		2.	Amendments to the Agreement



 


             2.1.    The Company and the Additional
Purchasers agree that the Additional Purchasers shall invest an aggregate amount of $22,000,000 in the Company (the “Additional
Investment”), in consideration for the issuance by the Company of 11,342,261 Series D Preferred Shares (the “Additional
Purchased Shares”), at the Series D Purchase Price. Schedule 1 to this Supplementsets forth the Additional Investment
of each Additional Purchaser.


 


             2.2.    The Additional Investment
is made under the terms, covenants and provisions of the Agreement and the Additional Purchasers hereby agree to such terms, covenants
and provisions. All of the Additional Purchased Shares shall be subject to all of the rights, obligations, and restrictions of
the Shares described in the Agreement and the Company's Articles, including, without limitation, the provisions of Section 2.4
of the Agreement related to the Issuance of Additional Shares in the Event of Valuation Adjustment. The Additional Purchasers
acknowledge and agree that upon execution and delivery of this Supplement, each Additional Purchaser shall be deemed a “Purchaser”
and the Additional Purchased Shares shall be deemed “Shares”, for all purposes of the Agreement.


 


             2.3.    Additional Investment Closing.


 


Subject
to the satisfaction or waiver of the conditions set forth in the Agreement and in this Supplement, the purchase and sale of the
Additional Purchased Shares shall take place remotely via the exchange of documents and signatures, at such time and place as the
Company and the Additional Purchaser mutually agree upon orally or in writing and in no event later than December 31, 2015 (“Additional
Investment Closing“).


 


             2.4.    The
Additional Investment Closing shall be subject to the condition to Closing set forth in the Agreement, subject to the following
amendments:


 


(a)Representations,
Warranties and Covenants. The representations and warranties contained in Section 5 of the Agreement shall be true and correct
at and as of the Closing as though then made.


 


(b) Amendment
of the Articles of Association and Memorandum of Association. The Company shall have made all corporate proceedings required
in connection with the adoptions of amendments to the Articles and to the Memorandum of Association substantially in the form set
forth in Exhibit 2.5(b) attached hereto (“New Articles”).


 


(c) Amendment
of the Securityholders Agreement. The Company and the Securityholders shall have duly amended the Eighth Amended and Restated
Securityholders Agreement, dated September 12, 2014, substantially in the form set forth in Exhibit 2.5(c) attached hereto.


 


(d) Board
of Directors. On or before the Additional Investment Closing, a person designated by Focused (“Focused Designated
Director”) shall have been duly appointed to serve on the Board of Directors pursuant to Article 23.4(d) of the new Articles.


 


(e) Insurance
and Indemnification Letter for Focused Designated Director. The Company shall execute and deliver an indemnification letter
(in the same form executed and delivered to all of the Company's existing directors) to the Focused Designated Director and the
Company shall include such new director within the coverage of its directors' and officers' insurance policy.


 



    2 


     

    




 





		3.	Miscellaneous



 


           
3.1.     All
notices and communications to be given or made under the Agreement shall be in writing and in accordance with the terms of the
Agreement. Notices to Woodburn, Dewey, Chamorro and Raskosky shall be sent at the following addresses:


 


If
to Woodburn Holdings II S.A.:


Woodburn Holdings II S.A.


Edificio Centro Magna Corp


Piso 5to. #  502-A


Avenida Ricardo Arango, Calle manuel
M. Icaza


Panamá, República
de Panamá


Email: efh@ayucus.com;
woodfunds@ayucus.com





 


If
to Mr. Christopher C. Dewey:


11 South
Marina Drive


Key Largo,
FL 33037


Tel: +1-908-500-4459


Email: ccdewey@gmail.com


With a copy
to: cdeweyoffice@embarqmail.com





If
to Ms. Kattia Raskosky Chamorro:


El Mango #4


Comarca Santo Domingo


Managua Nicaragua


Telephone:
+505 89278777


Email: kattiaraskosky@gmail.com


 


If
to Mr. Sergio Raskosky:


Sergio Raskosky


Avenida Reforma
9-55, Zona 10


Edificio
Reforma 10, oficina 1202


Guatemala,
Guatemala


Telephone:
+ 502 23661572


Email: srh@raskosky.com


 






    3 


     

    




If
to Skyview Investments LLC:


Skyview Investments
LLC


36 Skyview
Lane


Sudbury,
MA 01776


Email: mpstansky@gmail.com








 


If to
Focused Holding Canada Ltd.:


 


Focused Holdings
Canada Limited


181 Bay St.
Suite 250


Toronto, Ontario
M5J 2T3


Canada


Email:
dscheiner@friedberg.ca





 


             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/ Weiling Gin
	
        Shanghai GEOC Hengtong Investment Limited
        Partnership

          

        Name: Weiling Gin

         

        Title: Legal Representative



 


On
behalf of Fortune China:


 





	/s/ Zhu Hepeng
	
        Fortune China Limited

        Name: Zhu Hepeng

        Title: Director



 


On behalf of York:


 





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

        Name: John J. Fosina

        Title: Manager



 



    5 


     

    




 


On behalf of MTA:


 





	/s/ Samuel Cubal
	
        Meditech Advisors LLC

        Name: Samuel Cubal

        Title: MNC Director



 


On behalf of MRF:


 





	/s/ Maurice R. Ferre
	
        MRF Family Holdings, LLLP

        

         

        Name: Maurice R. Ferre

         

        Title: President

        



 





On behalf of Platt:


 





	/s/ Lawrence Platt
	
        Dr. Lawrence Platt



 


On behalf of Langone:


 





	/s/ Kenneth G. Langone
	
        Kenneth G. Langone 

        



 


On behalf of 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 



 






    6 


     

    




 


On behalf of Focused:


 





	/s/
	
        Focused Holding LP

          

        Name: _____________

         

        Title: Member, GP

        



 


On behalf of Woodburn :


 


	/s/
	
        Woodburn Holdings II S.A.

         

        Name: Fernandez Lang

         

        Title: Director

        



 





On behalf of Dewey:


 





	/s/ Christopher C. Dewey
	
        Christopher C. Dewey 



 





On behalf of Chamorro:


 





	/s/ Kattia R. Chamorro
	
        Kattia Raskosky Chamorro 



 





On behalf of Raskosky:


 





	/s/ Sergio Raskosky
	
        Sergio Raskosky 



 


 


On behalf of Skyview:


 


	/s/ Micheal Stansky
	
        Skyview Investments LLC

        

         

        Name: Micheal Stansky

         

        Title: Managing Member



 





On behalf of Focused Canada:


 


	/s/ Dan Scheier
	
        Focused Holding Canada Ltd.

         

        Name: Dan Scheier

         

        Title: V.P



 






    7 


     

    




 


Schedule 1


 


ADDITIONAL PURCHASERS & ADDITIONAL INVESTMENT


 


	Purchasers	 	Additional Investment
 (US$)
	 	 	No. of Purchased Preferred D Shares	 
	York Global Finance II S.à R.L.	 	$	2,750,000	 	 		1,417,783	 
	MRF Family Holdings, LLLP	 	$	114,584	 	 	 	59,075	 
	Meditech Advisors LLC	 	$	266,951	 	 	 	137,629	 
	Kenneth G. Langone	 	$	859,375	 	 	 	443,057	 
	DR. Lawrence Platt	 	$	6,875	 	 	 	3,544	 
	Focused Holdings LP	 	$	6,364,262	 	 	 	3,281,142	 
	Woodburn Holdings II S.A	 	$	687,500	 	 	 	354,446	 
	Primatec Holdings S.A.	 	$	343,750	 	 	 	177,223	 
	CIH - InSightec Ltd. Series, a Series of Cranley Investment Holdings LLC	 	$	343,750	 	 	 	177,223	 
	Christopher C. Dewey	 	$	1,375,000	 	 	 	708,891	 
	Kattia Raskosky  Chamorro	 	$	68,750	 	 	 	35,445	 
	Sergio Raskosky	 	$	687,500	 	 	 	354,446	 
	Skyview Investments LLC	 	$	859,375	 	 	 	443,057	 
	Focused Holding Canada Ltd.	 	$	7,272,328	 	 	 	3,749,302	 
	Total	 	$	22,000,000	 	 	 	11,342,261