Exhibit 10.6


 





 


THIRD AMENDMENT 


TO


NOTE AND WARRANT PURCHASE AGREEMENT


 


Third
Amendment to Note and Warrant Purchase Agreement (this “Amendment”), dated as of November 24, 2011, by and
between Lapis Technologies Inc., a Delaware corporation (the “Company”), and UTA Capital LLC, a Delaware limited
liability company (the “Purchaser”).


 


W I T N E S S E T H :


 


WHEREAS, the Company and the Purchaser entered
into a Note and Warrant Purchase Agreement, dated as of July 12, 2011, as amended on August 16, 2011 and as further amended on
August 31, 2011 (the “Agreement”), pursuant to which, among other things, the Company agreed to issue to the
Purchaser secured promissory notes and warrants, on the terms and subject to the conditions set forth in the Agreement; and


 


WHEREAS, pursuant to Section 14.4 of the Agreement, the Company and the Purchaser desire to amend the Agreement as provided
herein.


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements hereinafter set forth herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby mutually acknowledged, the parties agree as follows:


 


Section 1.1.Amendment to the
Agreement.


 


(a)Amendment to Section 6.2(a)(i).
Section 6.2(a)(i) of the Agreement is hereby deleted in its entirety and restated to read as follows:


 


“(i)have or incur,
or permit any of its Subsidiaries to have or incur any additional Indebtedness, other than (a) the Indebtedness represented by
the Notes, (b) Indebtedness disclosed on Schedule 4.29, (c) from and after the Initial Closing until such time, if any,
as the Second Closing occurs, (x) Indebtedness secured by subordinated liens for money borrowed by the Company or the Subsidiaries
of not more than $6,500,000 (the “Sub Debt Limit”), and (y) guarantees which do not exceed the sum of (I) $2,500,000
plus (II) an amount equal to the Sub Debt Limit less the aggregate principal amount of all Indebtedness (other than
unsecured loans issued by the government of Israel to the Company or the Subsidiaries) secured by subordinated liens for money
borrowed by the Company or the Subsidiaries outstanding at any time, and (d) from and after the Second Closing, if any, (x) Indebtedness
secured by subordinated liens for money borrowed by the Company or the Subsidiaries of not more than $11,000,000 and (y) guarantees
which do not exceed $4,500,000; provided, however, that the aggregate additional Indebtedness that the Company and
its Subsidiaries are permitted to incur in accordance with this Section 6.2(a) shall be increased by an amount equal to
50% of the amount of principal on the Notes repaid by the Company to the Purchaser;”


 


Section 1.2Miscellaneous.


 


(a)Reference to and Effect on
the Agreement. This Amendment modifies the Agreement to the extent set forth herein, is hereby incorporated by reference into
the Agreement and is made a part thereof. Except as specifically amended by this Amendment, the Agreement shall remain in full
force and effect in accordance with its terms and is hereby ratified and confirmed.


 


(b)Execution. This Amendment
may be executed in 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 email attachment,
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 email-attached signature page were an original thereof.


 






    	 



    	 



    
 


(c)Entire Agreement. This
Amendment and the Transaction Documents (as defined in the Agreement), together with the exhibits and schedules hereto and 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.


 


(d)Governing Law; Venue; Waiver
of Jury Trial. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AMENDMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS
OF LAWS THEREOF TO THE EXTENT THAT THE GENERAL APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. THE COMPANY
AND PURCHASER HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW
YORK, BOROUGH OF MANHATTAN FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY THE COMPANY OR PURCHASER HEREUNDER, ARISING FROM OR IN
CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVE, AND AGREE NOT
TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY THE COMPANY OR PURCHASER, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO
THE JURISDICTION OF ANY SUCH COURT, OR THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL
SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED
OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER
THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING
CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. THE COMPANY AND
PURCHASER HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.


 


[SIGNATURE PAGE
FOLLOWS]


 



    	 



    	 



    

IN WITNESS WHEREOF, the parties hereto have
executed this Amendment on the date first above written.


 


	 	THE COMPANY:
	 	 
	 	LAPIS TECHNOLOGIES, INC.
	 	 
	 	 
	 	By:	
        /s/ David Lucatz

	 	 	Name:	David Lucatz
	 	 	Title:	President and Chief Executive Officer
	 	 	 
	 	Address:
	 	70 Kinderkamack Road
	 	Emerson, New Jersey
	 	07630
	 	Email Address: david@dl-capital.com
	 	Facsimile Number: 9723-533-5129


 


 


	 	PURCHASER:
	 	 
	 	UTA CAPITAL LLC
	 	By:	YZT Management LLC, its Managing Member
	 	 
	 	 
	 	By:	
        /s/ Udi Toledano

	 	 	Name:	Udi Toledano
	 	 	Title:	Managing Member
	 	 	 
	 	Address:
	 	100 Executive Drive
	 	Suite 330
	 	West Orange, NJ 07052
	 	Email Address: udi@aatcap.com
	 	Facsimile Number: 973-736-0201