Exhibit 10.6


 


FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT



 


THIS FIRST AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of March 18, 2021, and shall
be effective as of the Closing (defined below), by and among (i) Arbe Robotics Ltd., an Israeli company (the “Company”),
(ii) Industrial Tech Acquisitions, Inc., a Delaware corporation (“ITAC”), and (iii) Industrial Tech Partners,
LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used but not otherwise defined
herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (as defined below) (and if such
term is not defined in the Registration Rights Agreement, then in the Business Combination Agreement (as defined below)).


 


RECITALS


 


WHEREAS, ITAC and the
Sponsor are parties to that certain Registration Rights Agreement, dated as of September 8, 2020 (the “Original Agreement”
and, as amended by this Amendment, the “Registration Rights Agreement”), pursuant to which ITAC granted certain
registration rights to the Sponsor with respect to ITAC’s securities;


 


WHEREAS, on March 18,
2021, (i) the Company, (ii) Autobot MergerSub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger
Sub”), and (iii) ITAC, entered into that certain Business Combination Agreement (as amended from time to time in accordance
with the terms thereof, the “Business Combination Agreement”);


 


WHEREAS, pursuant to
the Business Combination Agreement, subject to the terms and conditions thereof, (i) prior to, but contingent upon, the Closing of the
Merger, pursuant to a recapitalization (the “Recapitalization”) approved by the Company’s shareholders,
(a) each outstanding warrant (collectively, the “Outstanding Company Warrants”) to purchase Company Ordinary
Shares or Company Preferred Shares (other than any Outstanding Company Warrants which (1) are not required by their terms to be exercised
in connection with the Transactions, and (2) are not exercised at the election of the holder thereof prior to the consummation of the
Recapitalization, which unexercised warrants are referred to as the “Continuing Warrants”) shall be exercised
in accordance with its terms; (b) immediately following such exercise, each outstanding preferred share, (“Company Preferred
Shares”) shall become and be converted into ordinary shares, of the Company (“Company Ordinary Shares”);
and (c) immediately following such conversion, each then outstanding Company Ordinary Share shall become and be converted into such number
of Company Ordinary Shares as is determined pursuant to the terms of the Business Combination Agreement, and (d) as a result of the Recapitalization,
each Continuing Warrant and each option to purchase Company Ordinary Shares shall be adjusted to reflect the Recapitalization as set forth
in Section 1.8 of the Business Combination Agreement; (ii) as described in Article I of the Business Combination Agreement, immediately
following the consummation of the Recapitalization, Merger Sub shall, at the Effective Time, be merged with and into ITAC, and ITAC shall
continue as a wholly owned subsidiary of the Company, and, in connection therewith, (A) each share of the ITAC Common Stock issued and
outstanding immediately prior to the Effective Time, including shares of ITAC Class A Stock issued in a PIPE Investment to be consummated
immediately prior to the Effective Time, shall no longer be outstanding and shall automatically be cancelled, in exchange for the right
of the holder thereof to receive an equal number of Company Ordinary Shares, and (B) each ITAC Warrant shall be exchanged for the right
to receive a warrant to purchase the same number of Company Ordinary Shares (each, a “Company Warrant”) at the
same exercise price during the same exercise period as the ITAC Warrant being exchanged all upon the terms and subject to the conditions
set forth in the Business Combination Agreement and in accordance with the provisions of applicable law; and (iii) the certificate of
incorporation of ITAC shall be amended and restated in the form attached as Exhibit B to the Business Combination Agreement and each issued
and outstanding share of common stock of Merger Sub shall become and be converted into one share of common stock of ITAC, and the corporate
name of ITAC shall be changed to Autobot HoldCo, Inc.;


 






     


    


    

 


WHEREAS, the parties
hereto desire to amend the Original Agreement to add the Company as a party to the Registration Rights Agreement and to revise the terms
hereof in order to reflect the transactions contemplated by the Business Combination Agreement, including the issuance of the Company
Ordinary Shares and Company Warrants thereunder; and


 


WHEREAS, pursuant to
Section 5.5 of the Original Agreement, the Original Agreement can be amended with the written consent of ITAC and the holders of at least
a majority in interest of the Registrable Securities at the time in question.


 


NOW, THEREFORE, in
consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants
herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:


 


1. Addition
of the Company as a Party to the Registration Rights Agreement. The parties hereby agree to add the Company as a party to the Registration
Rights Agreement. The parties further agree that, from and after the Closing, all of the rights and obligations of ITAC under the Registration
Rights Agreement shall be, and hereby are, assigned and delegated to and assumed by the Company as if it were the original “Company”
party thereto. By executing this Amendment, the Company hereby agrees to be bound by and subject to all of the terms and conditions of
the Registration Rights Agreement, including from and after the Closing as if it were the original “Company” party thereto.


 


2. Amendments
to Registration Rights Agreement. The Parties hereby agree to the following amendments to the Registration Rights Agreement:


 


(a) The
defined terms in this Amendment, including in the preamble and recitals hereto, and the definitions incorporated by reference from the
Business Combination Agreement, are hereby added to the Registration Rights Agreement as if they were set forth therein.


 


(b) The
parties hereby agree that the term “Registrable Security” shall include any Company Ordinary Shares and Company
Warrants issued by the Company under the Business Combination Agreement to the Sponsor in the Merger for its Registrable Securities of
ITAC, and any Company Ordinary Shares issuable upon exercise or conversion of such Company Warrants and any other securities of the Company
or any successor entity issued to the Sponsor in consideration of (including as a stock split, dividend or distribution) or in exchange
for any of such securities. The parties also agree that any reference in the Registration Rights Agreement to “Common Stock”
will instead refer to Company Ordinary Shares, and any other securities of the Company or any successor entity issued in consideration
of (including as a stock split, dividend or distribution) or in exchange for any of such securities.


 


(c) Section
5.1 of the Registration Rights Agreement is hereby amended to add the following address for notices to the Company under the Registration
Rights Agreement: “Arbe Robotics Ltd., HaHashmonaim Street, 107 Tel Aviv-Yafo, Israel, Attn: Kobi Marenko, CEO.”


 


3. Effectiveness.
This Amendment shall become effective upon the Closing. In the event that the Business Combination Agreement is terminated in accordance
with its terms prior to the Closing, this Amendment and all rights and obligations of the parties hereunder shall automatically terminate
and be of no further force or effect.


 


4. Miscellaneous.
Except as expressly provided in this Amendment, all of the terms and provisions in the Original Agreement are and shall remain in full
force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication,
an amendment or waiver of any provision of the Original Agreement, or any other right, remedy, power or privilege of any party thereto,
except as expressly set forth herein. Any reference to the Registration Rights Agreement in the Original Agreement or any other agreement,
document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Registration Rights Agreement,
as amended by this Amendment (or as the Registration Rights Agreement may be further amended or modified in accordance with the terms
thereof and hereof). The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent with
the provisions of the Original Agreement, including Sections 5.4 thereof.


 


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IN WITNESS WHEREOF,
each party hereto has signed or has caused to be signed by its officer thereunto duly authorized this First Amendment to Registration
Rights Agreement as of the date first above written.


 


	 	The Company:
	 	 
	 	ARBE ROBOTICS LTD.
	 	 	 
	 	By:	/s/ Kobi Marenko
	 	Name: Kobi Marenko
	 	Title: CEO
	 	 
	 	Sponsor:
	 	 
	 	INDUSTRIAL TECH PARTNERS, LLC
	 	 	 
	 	By:	/s/ E. Scott Crist
	 	Name: E. Scott Crist
	 	Title: CEO
	 	 
	 	ITAC:
	 	 
	 	INDUSTRIAL TECH ACQUISITIONS, INC.
	 	 	 
	 	By:	/s/ E. Scott Crist
	 	Name: E. Scott Crist 
	 	Title: CEO 


 


{Signature Page to First Amendment to Registration
Rights Agreement}