SC 13D/A

Securities and exchange commission

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 6)

(Rule 13d-101)

Under the Securities Exchange Act of 1934

Arotech Corporation

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

042682 20 3

(CUSIP Number)

Ephraim Fields

Echo Lake Capital

888 Seventh Avenue, 17^th Floor

New York, NY 10019

(212) 251-3381

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

- with copies to-

Phillip M. Goldberg
Foley & Lardner LLP
321 North Clark Street Suite 2800
Chicago, IL  60654-5313 (312) 832-4549 Peter D. Fetzer
Foley & Larder LLP
777 East Wisconsin Avenue Suite 3800
Milwaukee, WI  53202-5306 (414) 297-5596

March 25, 2016

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. ☐

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 042682 20 3 Page 2 of 11 Pages

1	NAME OF REPORTING PERSON Ephraim Fields
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 2,175,273
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,175,273
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,175,273
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 042682 20 3 Page 3 of 11 Pages

1	NAME OF REPORTING PERSON Keith Rosenbloom
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS PF/WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 337,251*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 337,251*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 337,251
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
14	TYPE OF REPORTING PERSON IN

* As the sole Managing Member of Cruiser Capital Advisors, LLC, which acts as the investment advisor to pooled investment vehicles (the “Cruiser Portfolios”) on a discretionary basis, he has the power to direct the affairs of Cruiser Capital Advisors, LLC, which has sole voting and dispositive power over the 336,728 shares of Common Stock held on behalf of the Cruiser Portfolios. Mr. Rosenbloom owns 523 Shares of record in his personal account.

CUSIP No. 042682 20 3 Page 4 of 11 Pages

1	NAME OF REPORTING PERSON Cruiser Capital Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 336,728
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 336,728
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 336,728
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 042682 20 3 Page 5 of 11 Pages

1	NAME OF REPORTING PERSON Lawrence F. Hagenbuch
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 042682 20 3 Page 6 of 11 Pages

AMENDED SCHEDULE 13D

This Sixth Amended Schedule 13D (this “Schedule 13D/A”) amends and restates the Schedule 13D initially filed with the Securities and Exchange Commission and is being filed by Ephraim Fields and relates to common stock, par value $0.01 per share (the “Common Stock”) of Arotech Corporation, a Delaware corporation (the “Company” or the “Issuer”).

This Schedule 13D/A is being filed jointly by the parties identified below. It is being filed, in part, to reflect the fact that Keith Rosenbloom, Cruiser Capital Advisors, LLC and Lawrence F. Hagenbuch are no longer deemed to constitute a “group” with Mr. Fields for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), because Mr. Fields has ceased his proxy solicitation (as described more fully herein).

Ephraim Fields expressly disclaims beneficial ownership of securities held by Keith Rosenbloom, Cruiser Capital Advisors, LLC and Lawrence F. Hagenbuch. The securities reported herein as being beneficially owned by Mr. Fields do not include any securities held by Mr. Rosenbloom, Cruiser Capital Advisors, LLC or Mr. Hagenbuch.

Mr. Rosenbloom, on his own behalf and on behalf of Cruiser Capital Advisors, LLC, and Mr. Hagenbuch expressly disclaim beneficial ownership of securities held by Mr. Fields and by each other. The securities reported herein (if any) as being beneficially owned by Mr. Rosenbloom (on his own behalf and on behalf of Cruiser Capital Advisors, LLC) and Mr. Hagenbuch do not include any securities held by each other or by Mr. Fields.

Item 1. Security and Issuer

Securities acquired:	Common Stock
Issuer:	Arotech Corporation 1229 Oak Valley Drive Ann Arbor, Michigan 48108

Item 2. Identity and Background

(a) This Schedule 13D/A is filed by Ephraim Fields.

Each of the persons identified in this Schedule 13D/A is referred to as a “Reporting Person” and, collectively, as the “Reporting Persons.” Each of the Reporting Persons is a party to a Joint Filing Agreement that was previously filed with the Securities and Exchange Commission. Subsequent to the filing of this Schedule 13D/A, Keith Rosenbloom, Cruiser Capital Advisors, LLC and Lawrence F. Hagenbuch will cease reporting on Schedule 13D as none of them own more than five percent of the Common Stock and they are no longer deemed to constitute a “group” with Mr. Fields for purposes of Section 13(d)(3) of the Exchange Act, as Mr. Fields has ceased his proxy solicitation

(b) The principal place of business for Ephraim Fields is c/o Echo Lake Capital, 888 Seventh Avenue, 17th Floor, New York, NY 10019.

CUSIP No. 042682 20 3 Page 7 of 11 Pages

The principal place of business for Keith Rosenbloom is c/o Cruiser Capital Advisors, LLC, 888 Seventh Avenue, 17th Floor, New York, NY 10019.

The principal place of business for Lawrence F. Hagenbuch is 4309 Larchmont Ave., Dallas, TX 75205.

(c) Ephraim Fields is the founder of Echo Lake Capital, a value-oriented investment firm focused on U.S. equities. His principal occupation is investing.

Keith Rosenbloom is the Managing Member of Cruiser Capital Advisors, LLC, and he manages the Cruiser Portfolios. His principal occupation is investing.

Lawrence F. Hagenbuch isthe Chief Operating Officer and Chief Financial Officer for J. Hilburn, Inc., a custom clothier for men.

(d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Ephraim Fields, Keith Rosenbloom and Lawrence F. Hagenbuch are each a citizen of the United States of America. Cruiser Capital Advisors, LLC is organized under the laws of the State of Delaware.

Item 3. Source and Amount of Funds

As of the date of this Schedule 13D/A, Ephraim Fields had invested $4,858,149 (inclusive of brokerage commissions) to purchase 2,175,273 shares of Common Stock of the Issuer. As of the date of this Schedule 13D/A, Ephraim Fields had invested $16,350 (inclusive of brokerage commissions) to purchase over the counter market American-style put options referencing 6,000 Shares, which have an exercise price of $5.00 per share and expire on May 16, 2016. As of the date of this Schedule 13D/A, Ephraim Fields received proceeds of $28,008 (inclusive of brokerage commissions) from the short sale of over the counter market American-style call options referencing 180,000 Shares, which have an exercise price of $2.50 per share and expire on May 16, 2016. The source of these funds was personal investment capital.

As of the date of this Schedule 13D/A, Keith Rosenbloom had invested $1,292 (inclusive of brokerage commissions) in Common Stock of the Issuer. The source of these funds was personal investment capital.

As of the date of this Schedule 13D/A, Cruiser Capital Advisors, LLC had invested $738,981 (inclusive of brokerage commissions) in Common Stock of the Issuer. The source of these funds was working capital.

CUSIP No. 042682 20 3 Page 8 of 11 Pages

Item 4. Purpose of the Transaction

The Reporting Persons purchased the Common Stock for investment purposes. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of shares at prices that would make the purchase or sale of Common Stock desirable, each Reporting Person may endeavor to increase or decrease its position in the Issuer through, among other things, the purchase or sale of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable. Each Reporting Person may engage in short selling or hedging or similar transactions with respect to the Common Stock, on such terms and at such times as the Reporting Person may deem advisable.

Except to the extent discussed herein, the Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. Each Reporting Person intends to review its investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the shares, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, continuing to engage in communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Person’s investment, making other proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure or operations of the Issuer, purchasing additional shares, selling some or all of its shares, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, or changing its intention with respect to any and all matters referred to in Item 4.

On March 25, 2016, Mr. Fields entered into an agreement with the Company (the “Settlement Agreement”) to settle the pending proxy contest in connection with the Company’s 2016 Annual Meeting of Stockholders, which will be held on Monday, May 9, 2016. Under terms of the Settlement Agreement, Mr. Hagenbuch, a nominee on Mr. Fields’s proposed slate of directors, joined the Company’s Board of Directors on March 25, 2016 as a Class II director, to serve as a director until the Company’s 2017 annual meeting of stockholders, and was appointed to the Company’s Compensation, Nominating, and Executive and Finance Committees. Mr. Hagenbuch is not, and will not become, a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, Mr. Fields as to how he will act or vote on any issue or question as a member of the Company’s Board of Directors or its Committees.

As part of the Settlement Agreement, the Company and Admiralty Partners, Inc. will shorten their voting agreement by one year. Additionally, as part of the Settlement Agreement, Mr. Fields will withdraw his slate of director nominees and will vote for the election of the slate of directors that will be nominated by the Company at its 2016 Annual Meeting of Stockholders. The parties have also agreed to certain non-disparagement restrictions through July 20, 2016, and the Company agreed to pay Mr. Fields’s out-of-pocket expenses incurred in connection with the Company’s 2016 Annual Meeting in an amount up to $25,000.

The foregoing description of the Settlement Agreement is a summary of the material terms of the Settlement Agreement and is qualified in its entirety by the terms of the Settlement Agreement, which is filed herewith as Exhibit 99.1 and incorporated herein by reference.

CUSIP No. 042682 20 3 Page 9 of 11 Pages

Item 5. Interest in Securities of the Issuer

(a) - (b) Ephraim Fields beneficially owns in the aggregate 2,002,596 shares of Common Stock (including 200,800 Shares underlying certain sold-short put options), which represents approximately 8.2% of the Company’s outstanding shares of Common Stock. The percentage ownership of shares of Common Stock set forth in this Statement is based on 26,461,245 shares of Common Stock issued and outstanding as of March 11, 2016 as reported in the Company’s Form 10-K filed with the SEC on March 15, 2016.

Ephraim Fields has the sole power to vote or to direct the voting of all such shares described herein.  Mr. Fields has the sole power to dispose or direct the disposition of all such shares described herein.  Mr. Fields does not have shared power to vote or to direct the vote of any such shares described herein, and does not have shared power to dispose or direct the disposition of any such shares described herein.

Keith Rosenbloom beneficially owns in the aggregate 337,251 shares of Common Stock, which represents approximately 1.3% of the Company’s outstanding shares of Common Stock. The percentage ownership of shares of Common Stock set forth in this Statement is based on 26,461,245 shares of Common Stock issued and outstanding as of March 11, 2016 as reported in the Company’s Form 10-K filed with the SEC on March 15, 2016.

Keith Rosenbloom is the sole Managing Member of Cruiser Capital Advisors, LLC, which acts as the investment advisor to pooled investment vehicles (the “Cruiser Portfolios”) on a discretionary basis. 336,728 of the shares of Common Stock that are beneficially owned by Mr. Rosenbloom are held of record or beneficially by Cruiser Capital Advisors, LLC on behalf of the Cruiser Portfolios. Because Mr. Rosenbloom is a Managing Member of Cruiser Capital Advisors, LLC, he has the power to direct the affairs of Cruiser Capital Advisors, LLC, which has sole voting and dispositive power over the shares of Common Stock held on behalf of the Cruiser Portfolios. Mr. Rosenbloom owns 523 Shares of record in his personal account.

Lawrence F. Hagenbuch does not own any shares of Common Stock.

(c) Ephraim Fields has not effected any transactions in shares of Common Stock since the filing of the last amendment to this Statement.

Keith Rosenbloom has not effected any transactions in shares of Common Stock since the filing of the last amendment to this Statement.

Cruiser Capital Advisors, LLC has not effected any transactions in shares of Common Stock since the filing of the last amendment to this Statement.

CUSIP No. 042682 20 3 Page 10 of 11 Pages

Lawrence F. Hagenbuch has not effected any transactions in shares of Common Stock since the filing of the last amendment to this Statement.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

As previously disclosed, Ephraim Fields has (i) purchased over the counter market American-style put options referencing 6,000 Shares, which have an exercise price of $5.00 per share and expire on May 16, 2016; and (ii) sold short short sale of over the counter market American-style call options referencing 180,000 Shares, which have an exercise price of $2.50 per share and expire on May 16, 2016.

With respect to the Cruiser Portfolios, Cruiser Capital Advisors, LLC may be entitled to an allocation of a portion of profits, if any, and a management fee.

Keith Rosenbloom and Lawrence F. Hagenbuch were indemnified by Ephraim Fields for liabilities they may have incurred in connection with the intended solicitation of proxies for use at the 2016 Annual Meeting of Stockholders of the Issuer, which Mr. Fields has ceased. Mr. Fields also reimbursed Messrs. Rosenbloom and Hagenbuch for expenses that they reasonably incurred in connection with the intended solicitation of proxies. Mr. Hagenbuch is not, and will not become, a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, Mr. Fields as to how he will act or vote on any issue or question as a member of the Company’s Board of Directors or its Committees.

Other than the foregoing agreements and arrangements, and the Joint Filing Agreement, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits

Exhibit No.	Description
Exhibit 99.1	Settlement Agreement made and entered into as of March 25, 2016 by and between Arotech Corporation and Ephraim Fields.

CUSIP No. 042682 20 3 Page 11 of 11 Pages

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 25, 2016

/s/ Ephraim Fields

Ephraim Fields

/s/ Keith Rosenbloom

Keith Rosenbloom

Cruiser Capital Advisors, LLC

By:    /s/ Keith Rosenbloom

          Name:   Keith Rosenbloom

          Title:   Managing Member

/s/ Lawrence F. Hagenbuch

Lawrence F. Hagenbuch

EX-99.1

Exhibit 99.1

SETTLEMENT AGREEMENT

This SETTLEMENT AGREEMENT (the “Agreement”) is made and entered into as of March 25, 2016, by and between Arotech Corporation, a Delaware corporation (“Arotech”), and Ephraim Fields (“Fields”).

RECITALS

WHEREAS, on December 10, 2015, Fields gave notice (the “Nomination Notice”) to Arotech of his intention to nominate director candidates at Arotech’s 2016 annual meeting of stockholders (the “2016 Annual Meeting”); and

WHEREAS, Fields is a participant in a solicitation of proxies in favor of the election at the 2016 Annual Meeting of the Nominees (the “Proxy Contest”); and

WHEREAS, on March 25, 2016, Dr. Jay M. Eastman, a Class II director of Arotech’s board of directors (the “Board”) gave notice, in accordance with the terms of Arotech’s Amended and Restated bylaws (the “Bylaws”), of his intention to resign as a Class II director, which shall be effective as of the date of this Agreement; and

WHEREAS, subject to the terms hereof, Arotech is willing to appoint an individual selected by Fields to fill the vacancy created by Dr. Eastman’s resignation; and

WHEREAS, subject to the terms hereof, Fields is willing to withdraw and rescind the Nomination Notice and Fields is willing to terminate the Proxy Contest;

NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
AGREEMENTS

Section 1.1. Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

“2016 Annual Meeting” shall mean the annual meeting of Arotech’s stockholders to be held in 2016, or any special meeting of stockholders held prior to or in lieu thereof at which directors are to be elected to the Board.

“2017 Annual Meeting” shall mean the annual meeting of Arotech’s stockholders to be held in 2017, or any special meeting of stockholders held prior to or in lieu thereof at which directors are to be elected to the Board.

“Affiliate” shall mean (a) with respect to any Person (including Fields), any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person and (b) with respect to Fields, any officers, directors or members of any entity controlled by Fields.

1

“Common Stock” shall mean the common stock, par value $.01 per share, of Arotech (together with any securities into which such common stock may hereafter be reclassified, whether by merger, charter amendment or otherwise).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Fields Group” shall mean (a) Fields; (b) any and all Affiliates of Fields, (c) any Person as to which beneficial ownership of Common Stock, directly or indirectly, is controlled or shared by Fields; and (d) any managing members (or Persons serving in equivalent capacities) or other controlling person of any Person described in clauses (a) or (b) above.

“Governmental or Regulatory Authority” shall mean any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision, or any stock exchange or market in which the Common Stock is listed for trading or traded.

“Management Proposal” shall mean a proposal presented by the Board for consideration at an annual meeting of Arotech’s stockholders that is anything other than for the election of directors or ratification of the appointment of Arotech’s independent auditors. For the avoidance of doubt, a Management Proposal shall include, without limitation, any proposal for an amendment, modification or restatement of Arotech’s certificate of incorporation or the Bylaws.

“Nominating Committee” shall mean the Nominating and Governance Committee of the Board.

“Person” shall mean any individual, corporation, limited liability company, partnership, trust, other entity or group (within the meaning of Section 13(d)(3) of the Exchange Act.

“Replacement Director” shall have the meaning given thereto in Section 1.2(e) of this Agreement.

“Resignation Date” shall mean the first date on which Fields or any other member of the Fields Group shall engage in, or publicly announce an intention to engage in, any Restricted Activity with respect to the election of directors at the 2016 Annual Meeting.

“Restricted Activity” shall mean (i) soliciting proxies or consents for the voting of any shares of Common Stock or otherwise becoming a “participant,” directly or indirectly, in any “solicitation” of “proxies” or consents to vote, or becoming a “participant” in any “election contest” with respect to the election of directors at the 2016 Annual Meeting (all terms used herein and defined in Regulation 14A under the Exchange Act having the meanings assigned to them therein), (ii) seeking to advise or influence any person with respect to the voting of any shares of Common Stock in a manner other than as recommended by the Board with respect to the election of directors at the 2016 Annual Meeting, or (iii) otherwise engaging in any course of conduct with the purpose of causing any other stockholder of Arotech to vote contrary to the recommendation of the Board with respect to the election of directors at the 2016 Annual Meeting.

“SEC” shall mean the United States Securities and Exchange Commission.

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Section 1.2. 2016 Annual Meeting and Director Appointment.

(a) Fields hereby withdraws and rescinds the Nomination Notice and agrees, on his behalf and on behalf of any Affiliate of Fields, not to nominate any nominees for election at the 2016 Annual Meeting and shall not engage in any other Restricted Activity in connection with the 2016 Annual Meeting.

(b) In accordance with the terms of Arotech’s By-Laws, Mr. Lawrence F. Hagenbuch (the “New Director”) shall be appointed to Arotech’s Board to serve as a Class II director to fill the vacancy created by Dr. Eastman’s resignation as soon as possible upon Dr. Eastman’s resignation, but in any event no later than a Board Action Date (as defined below). If subsequent to the date of this Agreement and prior to the New Director being appointed to the Board Arotech seeks to take any action that requires or should require the approval of the Board (the “Board Action Date”), then the New Director shall immediately be appointed to the Board, and the Board shall not take any action until the New Director has been so appointed. The New Director will serve as a director until the 2017 Annual Meeting and until his successor is duly elected and qualified.

(c) Fields agrees that, as promptly as reasonably practical following the execution of this Agreement, but no later than March 31, 2016, Fields shall use his reasonable efforts to submit or cause the New Director to return to Arotech its standard directors’ and officers’ questionnaire delivered to the New Director for the purpose of eliciting the information required to be included in the proxy statement for the 2016 Annual Meeting (which questionnaire shall contain Arotech’s standard consent to serve as a director).

(d) A reasonable time prior to the filing thereof, Arotech shall provide to Fields a draft of the Form 8-K to be filed with respect to this Agreement and the appointment of the New Director, and Arotech shall consider in good faith any comments of Fields.

(e) If at any time on or before the earlier of (i) the Resignation Date and (ii) the conclusion of the 2017 Annual Meeting, there shall occur a vacancy in the Board seat held by the New Director (or by any Replacement Director appointed pursuant to this Section 1.2(e)), for any reason, then, unless Fields does not wish to fill such vacancy, Arotech shall take all necessary action to promptly fill such vacancy with an individual (a “Replacement Director”) proposed in writing by Fields who is (x) in the case of a vacancy resulting from a voluntary resignation, acceptable to the Nominating Committee in its sole discretion or (y) in the case of a vacancy resulting from any other circumstance, reasonably acceptable to the Nominating Committee; provided that Fields shall not be eligible to serve as a Replacement Director. In connection with the appointment or election of a Replacement Director, Fields shall promptly submit to Arotech the name of the proposed Replacement Director, together with such information reasonably requested by the Nominating Committee in order to make a determination if such individual is acceptable or reasonably acceptable, as the case may be, to the Nominating Committee, as well as such individual’s agreement to meet with Arotech’s Nominating Committee at its request(such request shall be made within 5 Business Days of Fields submitting the name). The Nominating Committee, in good faith and consistent with its fiduciary duties, shall consider such candidate within 20 Business Days after such candidate has delivered to the Nominating Committee the information requested and, if applicable, met with the Nominating Committee (the “Review Period”). Subject to the Nominating Committee’s approval as provided above, the Board shall vote to appoint such candidate within five Business Days following the conclusion of the Review Period. In the event that the Nominating Committee reasonably determines in good faith that any Replacement Director is not acceptable or reasonably acceptable to it, as the case may be, Fields shall promptly propose in writing, and the Nominating Committee shall promptly consider, another Replacement Director to be appointed in accordance with the provisions of this Section 1.2(e).

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(f) Arotech agrees that the New Director (or any Replacement Director, as the case may be) shall receive (i) the benefits of director and officer insurance, and any indemnity, expense advancement and exculpation agreements or other arrangements available to other directors on the Board and (ii) receive compensation for his or her service as a director equal to the standard compensation received by other directors on the Board.Arotech shall reimburse the New Director (or any Replacement Director, as the case may be) for reasonable and documented travel expenses, including for reasonable and necessary transportation, meals and lodging, incurred in connection with such Director’s attendance at meetings of the Board or any of its committees, in according with its policies applicable to its independent directors generally.

(g) As a condition precedent to any obligation of Arotech to appoint any New Director or Replacement Director to the Board in accordance with the terms of this Agreement, Arotech shall have received from any such New Director or Replacement Director a written acknowledgement and agreement, reasonably satisfactory in form and substance to Arotech, that such New Director or Replacement Director agrees to serve as a director of Arotech, subject to and in accordance with the provisions of this Agreement and the written policies, including any conflict of interest policy, of (i) the Board, (ii) any committees thereof and (iii) Arotech, in each case, that are generally applicable to Board members.

(h) As a condition precedent to the obligation of Arotech to nominate or appoint any New Director or Replacement Director to the Board in accordance with the terms of this Agreement, Arotech shall have received from any such New Director or Replacement Director a written irrevocable resignation as a director of Arotech, to be accepted or rejected in the discretion of the Board, effective immediately upon the Resignation Date (a “Resignation Letter”), reasonably satisfactory in form and substance to Arotech. Each Resignation Letter shall agree and acknowledge that such Resignation Letter shall serve as such New Director’s or Replacement Director’s formal resignation delivered to Arotech and that no additional agreement, notice or action shall be necessary to immediately effectuate such resignation in accordance therewith. Such Resignation Letter shall be given to Rob Fink and/or Brett Maas of Hayden IR to hold, and shall be delivered to Arotech only in the event of a breach of the terms of Section 1.6 below by any of the Fields Group.

(i) The parties agree that, except as expressly provided in this Section 1.2 of this Agreement, Arotech shall not be required to appoint any New Director, any Replacement Director or any other person pursuant to this Agreement to stand for election at any annual meeting of Arotech’s stockholders subsequent to the 2016 Annual Meeting.

Section 1.3. Board Size. Through the date of the 2017 Annual Meeting, neither the Board nor Arotech shall hereafter take any action to increase the size of the Board from its current size of eight directors without the affirmative vote of the New Director or any Replacement Director.

Section 1.4. Admiralty Partners Voting Agreement. Within ten (10) business days of the date hereof, Arotech hereby agrees to take any and all actions necessary in accordance with the terms of the Stock Purchase Agreement by and between Arotech and Admiralty Partners, Inc., a Delaware corporation, dated February 2, 2016, as amended, to decrease the term of the voting agreement described therein by one (1) year to July 31, 2017.

Section 1.5. Board Committees. Commencing with the appointment of the New Director to the Board, or any appointment of a Replacement Director in accordance with the terms of Section 1.2(e), the Board and committees of the Board will take all actions necessary pursuant to the terms of the Arotech By-Laws and applicable committee charters, to appoint the New Director, or the Replacement Director, if applicable, to each of Arotech’s Nominating Committee, Compensation Committee and Executive and Finance Committee.

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Section 1.6. Restricted Activities; Voting Agreement.

(a) Neither Fields nor any Affiliate of Fields shall, and each such party shall use all commercially reasonable efforts to cause each other member of the Fields Group not to, directly or indirectly, engage in any Restricted Activity;

(b) Fields and his Affiliates shall, and shall cause each other member of the Fields Group as to which such parties have voting control over such other members’ Common Stock to, cause all shares of Common Stock beneficially owned by each of them to be present at the 2016 Annual Meeting for purposes of establishing a quorum and to be voted for the nominees recommended by the Board (provided the Board’s director nominations conform to the requirements of this Agreement);

(c) no later than five (5) business days prior to the 2016 Annual Meeting, Fields and his Affiliates shall, and shall cause each other member of the Fields Group as to which such parties have voting control over such other members’ Common Stock to, vote in accordance with this Section 1.6; and

(d) neither Fields nor his Affiliates shall, and shall not cause each other member of the Fields Group to, revoke or change any vote in connection with the 2016 Annual Meeting unless such revocation or change is required or permitted in accordance with this Section 1.6.

Section 1.7. Joint Press Release. Promptly following the execution and delivery of this Agreement, Arotech and Fields shall prepare and issue a joint press release in the form mutually agreed to by Arotech and Fields.

Section 1.8. Mutual Non-Disparagement. From the date hereof through July 20, 2017, Arotech and Fields shall not, and Arotech shall use all commercially reasonable efforts to cause each of its directors (other than any New Director or Replacement Director) and officers not to, and Fields and his Affiliates shall use all commercially reasonable efforts to cause each other member of the Fields Group not to, make any public statement, written or oral, with respect to the subject matters to be agreed between the parties in a separate letter signed by both parties, (a) reasonably likely to be harmful to the other party or parties or its or their officers, directors or employees or to be injurious to the goodwill, reputation or business standing of the other party or parties and its or their officers, directors or employees or (b) that is disparaging or defamatory about Arotech or Fields, as the case may be, or their respective officers, directors or employees. For the avoidance of doubt, this Section 1.8 shall not preclude (x) any party or its representatives from (i) any good faith response to any inquiries under oath or in response to inquiry by a Governmental or Regulatory Authority or (ii) reporting possible violations of federal law or regulation to any Governmental or Regulatory Authority, or (y) any director, in the exercise of his or her fiduciary duties, from making statements during meetings of the Board or any committees thereof of which he or she is a member, or in conversations with other directors.

Section 1.9. Covenant Not to Sue. Except with respect to the performance and enforcement of this Agreement, Fields and his Affiliates, on the one hand, and Arotech, on the other hand, agree, and Fields agree to use their reasonable best efforts to cause their Affiliates, not to sue or otherwise commence or continue in any manner, directly or indirectly, any suit, claim, action, right or cause of action relating to any acts or omissions in connection with the 2016 Annual Meeting, including, without limitation, the nomination or election of directors, the solicitation of proxies or any acts or filings in connection therewith.

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Section 1.10. Expenses. Arotech shall reimburse Fields for his reasonable, documented out of pocket fees and expenses (including legal expenses) incurred in connection with the matters related to the 2016 Annual Meeting and the negotiation and execution of this Agreement, provided that such reimbursement shall not exceed $25,000 in the aggregate.Payment shall be made within ten business days of receipt of the documentation evidencing the expenses.

ARTICLE II
MISCELLANEOUS PROVISIONS

Section 2.1. Representations and Warranties. Each of the parties hereto represents and warrants to the other parties that:

(a) such party has all requisite authority and power to execute and deliver this Agreement and to consummate the transactions contemplated hereby,

(b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all required action on the part of such party and no other proceedings on the part of such party are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby,

(c) the Agreement has been duly and validly executed and delivered by such party and constitutes the valid and binding obligation of such party enforceable against such party in accordance with their respective terms, and

(d) the execution, delivery and performance of this Agreement by it and the settlement of the Proxy Contest on the terms contained herein will not (i) conflict with or result in a breach or violation of (a) any of the terms and provisions of, or constitute a default under such party’s certificate of incorporation, bylaws or other organizational agreements or instruments, or (b) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over such party and its Affiliates or any of their respective assets or properties, 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, encumbrance, payment obligation or other adverse claim upon any of the properties or assets of such party or its Affiliates or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) under any agreement, plan, arrangement or understanding to which such party or any of its Affiliates is a party or by which such party or any of its Affiliates may otherwise be bound.

Section 2.2. Acknowledgment. The parties hereto acknowledge, warrant and represent that they have carefully read this Agreement, understand it, have consulted with and received the advice of counsel regarding this Agreement, agree with its terms, are duly authorized to execute it and freely, voluntarily and knowingly execute it.

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Section 2.3. General.

(a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and the respective successors, personal representatives and assigns of the parties hereto.

(b) This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemplated arrangements and understandings with respect thereto.

(c) This Agreement may be signed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same Agreement.Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall have the same effect as physical delivery of the paper document bearing the original signature.

(d) All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be in writing and may be delivered in person, by telecopy, electronic mail, express delivery service or U.S. overnight mail, addressed to the party to be notified at the respective addresses set forth below, or at such other addresses which may hereinafter be designated in writing:

If to Arotech:

Arotech Corporation
1229 Oak Valley Drive

Ann Arbor, Michigan 48108

Attention:

akov Har-Oz

Fax: 972-2-990-6688
email: yaakovh@arotech.com

with copies to:

Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
Attention:

Steven M. Skolnick
Fax: 973-597-2477
email: sskolnick@lowenstein.com

If to Fields:

Ephraim Fields
Echo Lake Capital
888 Seventh Avenue, 17th Floor
New York, New York 10019

Fax:
Email: ef@echolakecapital.com

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with a copy to:

Foley & Larder LLP
777 East Wisconsin Avenue
Suite 3800
Milwaukee, Wisconsin 53202
Attention:

Peter D. Fetzer
Fax: 414-297-4900
Email: pfetzer@foley.com

(e) This Agreement and the legal relations hereunder between the parties hereto shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and performed therein, without giving effect to the principles of conflicts of law thereof.

(f) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid, but if any provision of this Agreement is held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not render invalid or unenforceable any other provision of this Agreement.

(g) It is hereby agreed and acknowledged that it will be impossible to measure in money the damages that would be suffered if the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an aggrieved person will be irreparably damaged and will not have an adequate remedy at law. Any such person, therefore, shall be entitled to injunctive relief, including specific performance, to enforce such obligations, without the posting of any bond, and, if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.

(h) Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(i) Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America, in each case located in the County of New Castle, for any action, proceeding or investigation in any court or before any governmental authority arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any action, proceeding or investigation relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by registered mail to its respective address set forth in this Agreement shall be effective service of process for any action, proceeding or investigation brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, proceeding or investigation arising out of this Agreement or the transactions contemplated hereby in the courts of the [State of Delaware or the United States of America, in each case located in the County of New Castle], and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, proceeding or investigation brought in any such court has been brought in an inconvenient forum.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first written above.

 

AROTECH CORPORATION.

By: /s/ Steven Esses

Name:   Steven Esses

Title:     President and CEO

EPHRAIM FIELDS

By: /s/ Ephraim Fields

Name:  Ephraim Fields

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