SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

CAMTEK LTD.
(Name of Issuer)
Ordinary Shares, NIS 0.01 per share
(Title of Class of Securities)
M207 91105
(CUSIP Number)
Lior Aviram, Adv. Shibolet & Co. Museum Tower 4 Berkowitz St. 64238 Tel Aviv, Israel Tel: 972-3-777-8333 Fax:  972-3-777-8444	Richard H. Gilden, Esq. Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, NY 10036 Tel:  212-715-9486 Fax:  212-715-8085
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 13, 2019
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

 

 CUSIP No. M207 91105  
 Page 2 of 8 Pages

1	NAMES OF REPORTING PERSONS
	Priortech Ltd. (formerly “PCB Ltd.”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			15,277,695 Ordinary Shares, NIS 0.01 par value per share
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			15,277,695 Ordinary Shares, NIS 0.01 par value per share
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,277,695 Ordinary Shares, NIS 0.01 par value per share
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	41.92%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

 CUSIP No. M207 91105  
 Page 3 of 8 Pages

1	NAMES OF REPORTING PERSONS
	Rafi Amit
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			15,277,695 Ordinary Shares, NIS 0.01 par value per share
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			15,277,695 Ordinary Shares, NIS 0.01 par value per share
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,277,695 Ordinary Shares, NIS 0.01 par value per share
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	41.92%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

 CUSIP No. M207 91105  
 Page 4 of 8 Pages

1	NAMES OF REPORTING PERSONS
	Yotam Stern
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel
NUMBER OF  SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			104,445 Ordinary Shares, NIS 0.01 par value per share
		8	SHARED VOTING POWER
			15, 277,695 Ordinary Shares, NIS 0.01 par value per share
		9	SOLE DISPOSITIVE POWER
			104,445 Ordinary Shares, NIS 0.01 par value per share
		10	SHARED DISPOSITIVE POWER
			15, 277,695 Ordinary Shares, NIS 0.01 par value per share
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,382,140 Ordinary Shares, NIS 0.01 par value per share
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	42.22%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 CUSIP No. M207 91105  
 Page 5 of 8 Pages

Introduction

This Amendment No. 5 (this “Amendment”) relates to the Schedule 13D filed on August 19, 2002 (as amended and supplemented to date, the “Schedule 13D”) by the reporting persons relating to the ordinary shares, NIS 0.01 per share (the “Ordinary Shares”) of Camtek Ltd. (the “Issuer”), whose principal executive offices are located atRamat Gavriel Ind. Zone, P.O.Box 544 Migdal Ha'emek 23150, Israel.

Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment shall have the same meaning herein as are ascribed to such terms in the Schedule 13D. Except as set forth in this Amendment, the information contained in the Schedule 13D has not been updated or amended.

Item 4.  Purpose of Transaction.

Item 4 of the Schedule 13D is amended and supplemented to add the following:

“On February 11, 2019, Priortech entered into that certain Share Transfer Agreement with Chroma ATE Inc. ("Chroma"), attached hereto as Exhibit 99.4 and incorporated herein by reference (the "Share Transfer Agreement”), pursuant to which Chroma will acquire a total of 6,117,440 Issuer Ordinary Shares from Priortech for $58.1 million at the closing of such transaction. In addition, Chroma will also enter into an agreement with the Issuer for the purchase of 1,700,000 new Ordinary Shares to be issued by the Issuer,  for $16.2 million at the closing thereof. Priortech and Chroma have also entered into a Shareholders Rights Agreement, attached hereto as Exhibit 99.5 and incorporated herein by reference (the "Shareholders Rights Agreement"), to become effective upon and subject to the closing of the transactions contemplated by the Share Transfer Agreement. Following the closing of the transactions described herein, Priortech and Chroma together will hold approximately 16,977,695 Issuer Ordinary Shares, which, together with the further issuance of the 1,700,000 Ordinary Shares to be issued by the Issuer at and subject to the closing would, assuming no other change to the issued and outstanding share capital of the Issuer as of February 11, 2019, constitute 44.52% of the issued and outstanding Issuer Ordinary Shares.

The Shareholders Rights Agreement provides, inter alia, for certain arrangements between Priortech and Chroma regarding the voting of their respective Issuer Ordinary Shares, including, but not limited to, the following: (i) Priortech and Chroma will vote their shares at the Issuer’s shareholders’ meetings in accordance with the majority vote between them, other than with respect to specific Material Issues (as defined  in the Shareholders Rights Agreement) which will require the approval of both parties; and (ii) Priortech and Chroma will be entitled to designate certain Issuer board members in accordance with certain defined thresholds of their respective holdings of Issuer Ordinary Shares, as follows: (x) (a) as long as Priortech holds at least 20% of the Issuer’s issued and outstanding share capital on an as-issued basis, it shall be entitled to designate three directors; (b) as long as Priortech holds less than 20% but at least 15% of the Issuer’s issued and outstanding share capital on an as-issued basis, it shall be entitled to designate two directors; (c) as long as Priortech holds less than 15% but at least 10% of the Issuer’s issued and outstanding share capital on an as-issued basis, it shall be entitled to designate one director; and (d) in the event that Priortech holds less than 10% of the Issuer’s issued and outstanding share capital on an as-issued basis, it shall not be entitled to designate any directors; and (y) (a) as long as Chroma holds more than 15% of the Issuer’s issued and outstanding share capital on an as-issued basis, it shall be entitled to designate two directors; (b) as long as Chroma holds at least 10% but up to 15% of the Issuer’s issued and outstanding share capital on an as-issued basis, it shall be entitled to designate one director; and (c) in the event that Chroma holds less than 10% of the Issuer’s issued and outstanding share capital on an as-issued basis, it shall not be entitled to designate any directors.

Under the Shareholders Rights Agreement, the parties have agreed that, unless Priortech’s holding of the total issued and outstanding shares of the Issuer on an as-issued basis falls below 20% for a period of over sixty consecutive calendar days: (a) Chroma shall at all time be subject to a maximum holding of 20.5% of the total issued and outstanding shares of the Issuer on an as-issued basis; and (b) the parties shall not jointly hold more than 45% of the total issued and outstanding shares of the Issuer on an as-issued basis.

The foregoing descriptions of the Share Transfer Agreement and the Shareholders Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Share Transfer Agreement and Shareholders Rights Agreement, a copy of which is incorporated herein by reference. to Exhibit 99.4 and Exhibit 99.5, respectively, hereto.”

Item 5.  Interest in Securities of the Issuer.

(a) – (b) is hereby restated in its entirety as follows:

“(a) and (b)          As of the date hereof, Priortech beneficially owns 15,277,695 Issuer Ordinary Shares, representing approximately 41.92% of the issued and outstanding Issuer Ordinary Shares.  To the knowledge of Priortech, none of the directors or executive officers of Priortech beneficially own any Issuer Ordinary Shares, other than as described below.

 CUSIP No. M207 91105  
 Page 6 of  Pages

As a result of a voting agreement among each of Messrs. Rafi Amit and Yotam Stern, each of these individuals may be deemed to beneficially own the 15,277,695 Issuer Ordinary Shares owned by Priortech and may be deemed to share the power to vote and dispose of all such Issuer Ordinary Shares.

As of the date hereof, Mr. Rafi Amit beneficially owns 15,277,695 Issuer Ordinary Shares, or approximately 41.92% of the outstanding Issuer Ordinary Shares.  Mr. Amit shares the power to vote and dispose of 15, 277,695 Issuer Ordinary Shares owned by Priortech. As of the date hereof, Mr. Amit does not have the sole power to vote and dispose of any Issuer Ordinary Shares.

As of the date hereof, Mr. Yotam Stern beneficially owns 15,382,140 Issuer Ordinary Shares, or approximately 42.22% of the outstanding Issuer Ordinary Shares.  Mr. Stern shares the power to vote and dispose of 15, 277,695 Issuer Ordinary Shares owned by Priortech, and has the sole power to vote and dispose of 104,445 Issuer Ordinary Shares.”

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

Item 6 of the Schedule 13D is hereby amended and supplemented by incorporating by reference in its entirety the description of the Share Transfer Agreement and the Shareholder Rights Agreement set forth in Item 4 above.

 CUSIP No. M207 91105  
 Page 7 of  Pages

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended by adding the following:

Exhibit	Description
99.4	Share Transfer Agreement, by and between Priortech Ltd. and Chroma ATE Inc., dated as of February 11, 2019.
99.5	Shareholders Rights Agreement, by and between Priortech Ltd. and Chroma ATE Inc., dated as of February 11, 2019.

 CUSIP No. M207 91105  
 Page 8 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2019

Priortech Ltd.
By:	/s/  Dror Ozeri
	Name: Dror Ozeri
	Title: Chief Executive Officer

By:	/s/  Rafi Amit
	Rafi Amit
By:	/s/  Dror Ozeri
	Dror Ozeri

EX-99.4

Exhibit 99.4

 Privileged and Confidential  Execution Version

SHARE TRANSFER AGREEMENT

This Share Transfer Agreement (this “Agreement”) is made and entered into as of February 11, 2019 (the “Effective Date”), by and between Priortech Ltd., a public company incorporated under the laws of State of Israel (“Seller”), and Chroma ATE Inc., a public company incorporated under the laws of Republic of China (“Purchaser”).  The Seller and the Purchaser are sometimes herein referred to each as a “Party” and collectively as the “Parties.”

BACKGROUND

WHEREAS, Seller holds 15,277,695 ordinary shares, par value NIS 0.01 per share of Camtek Ltd., a company incorporated under the laws of the State of Israel, (the “Company”) which is a company listed and trading on the Nasdaq Global Market and Tel Aviv Stock Exchange; and

WHEREAS, the Parties acknowledge that the Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”); and

WHEREAS, Purchaser desires to purchase from Seller 6,117,440 ordinary shares of the Company (the “Sale Shares”), and Seller desires to sell the Sale Shares to the Purchaser pursuant to the terms and subject to the conditions of this Agreement; and

WHEREAS, the Purchaser concurrently desires to purchase a number of ordinary shares of the Company to be issued by the Company and the Purchaser and the Company shall enter into a separate share purchase agreement, dated the even date hereof (the “SPA”), to that effect.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

1.          SALE AND PURCHASE OF SALE SHARES.  On the Closing Date (defined below) and subject to the terms and conditions of this Agreement, Seller shall sell to Purchaser, and Purchaser shall purchase from the Seller, the Sale Shares for the aggregate purchase price of $58,115,680 (the “Purchase Price”).

2.          CLOSING.

2.1          The closing of the transactions contemplated by this Agreement (the "Closing") shall take place remotely via the electronic exchange of documents and signatures on such date and time as the parties agree after the conditions set forth in this Section 0 are satisfied (the “Closing Date”).  Notwithstanding the foregoing, in no event shall the Closing Date be later than June 30, 2019 (the “Long Stop Date”).

2.2          Deliveries by Seller.  On the Closing Date, Seller shall deliver to the Purchaser a duly authorized and executed copy of the instrument of transfer in respect of the Sale Shares, in substantially the form attached hereto as Exhibit A (an “IoT”).

2.3          Deliveries by Purchaser. On the Closing Date, Purchaser shall pay to the Seller, by wire transfer of immediately available funds, the Purchase Price to an account designated by Seller.

 

 Privileged and Confidential  Execution Version

2.4          Deliveries of Share Certificate.  Simultaneously with the deliveries required in Sections 0 and 0, Seller shall instruct the Company to: (a) cancel any share certificate issued to Seller representing the Sale Shares; (b) issue a duly executed share certificate evidencing the Sale Shares purchased by Purchaser in Purchaser’s name; and (c) cause the Company’s transfer agent to reflect the transfer contemplated by this Agreement.

2.5          Closing Conditions.

(a)          The obligations of each of Seller and Purchaser to consummate the transactions contemplated by this Agreement are subject to fulfillment, or waiver by both Seller and the Purchaser, of the following conditions:

(i)          All approvals of governmental entities required to be obtained prior to the Closing in connection with the transactions contemplated hereby shall have been obtained, including but not limited to CFIUS approval and Taiwan Approvals. For the avoidance of doubt, “Taiwan Approvals” shall mean (a) the approval by the Investment Commission of the Ministry of Economic Affairs of Taiwan for the transactions contemplated under this Agreement, and (b) consent from the Central Bank of the Taiwan for the foreign exchange transactions necessary to convert the New Taiwan Dollars into United States Dollars for the payment of the Purchase Price. “CFIUS Approval” should mean the approval by the Committee on Foreign Investment in the United States.

(ii)          No law, regulation order or other similar decree or position of a government entity (whether temporary, preliminary or permanent) shall be in effect which has the effect of making the transactions contemplated hereby illegal or otherwise prohibiting or preventing consummation of the transactions contemplated hereby.

(iii)          The concurrent closing of the transactions contemplated under the Shareholders’ Agreement, dated as of the date hereof, between the Purchaser and Seller (the “Shareholders’ Agreement”) and the SPA.

(b)          The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to fulfillment, to the satisfaction of Purchaser, or waiver by Purchaser, of the following conditions:

(i)          The representations and warranties of Seller contained in this Agreement shall have been true and correct in all material respects on the date they were made and shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such date (other than such representations and warranties of Seller made only as of a specified date, which shall be true and correct in all material respects as of such date).

(ii)          Seller shall have performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by Seller prior to the Closing.

(iii)          Seller shall have entered into the Registration Rights Agreement in a form and substance agreed by the relevant parties, dated as of the date hereof, by and between Purchaser, Seller and the Company (the “Registration Rights Agreement”);

(iv)          Seller shall have delivered to Purchaser a certificate in the form attached hereto as Exhibit B, executed by Seller, certifying the wire instructions to Seller’s bank account; and

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 Privileged and Confidential  Execution Version

(v)          Seller shall have obtained the required approvals of Meitav Dash Provident Funds and Pension Ltd. for the sale of the Sale Shares.

(c)          The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to fulfillment, to the satisfaction of Seller, or waiver by Seller, of the following conditions:

(i)          The representations and warranties of Purchaser contained in this Agreement shall have been true and correct in all material respects on the date they were made and shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such date (other than such representations and warranties of Purchaser made only as of a specified date, which shall be true and correct in all material respects as of such date).

(ii)          Purchaser shall have executed and delivered the Registration Rights Agreement.

(iii)          Purchaser shall have performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by Purchaser prior to the Closing.

3.          REPRESENTATIONS AND WARRANTIES OF PURCHASER.

Purchaser represents and warrants to Seller as follows:

3.1          Organization; Due Authorization; Enforceability.  Purchaser has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its organization as the type of entity that it purports to be.  The execution, delivery and performance of this Agreement by Purchaser has been duly and validly authorized by all necessary action under the organizational documents of Purchaser and does not require any further authorization or consent of Purchaser or its directors, officers, trustees, shareholders (or other equity holders), members, partners or beneficial owners (including any foreign corollary to any such person) or any public official. This Agreement has been duly executed and delivered by Purchaser.  This Agreement constitutes the legally valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, organization, moratorium or similar laws relating to or affecting creditors’ rights generally and by general principles of equity.

3.2          Non-Contravention; Legal Investment.  The execution, delivery and performance of this Agreement by Purchaser does not and will not conflict with or result in the breach or violation of or default under any agreement, instrument, order, judgment, decree, law or governmental regulation to which Purchaser is subject.

3.3          Brokers. No person has acted directly or indirectly as a broker, finder or financial advisor for Purchaser in connection with the transactions contemplated by this Agreement, and no person is entitled to any broker’s, finder’s, financial advisory or similar fee or payment in respect thereof based in any way on any agreement, arrangement or understanding made by or authorized on behalf of the Purchaser.

3.4          Israeli Resale Restrictions. Purchaser is aware of the fact that the resale of the Sale Shares may be subject to certain restrictions under the Israeli Securities Law and the regulations promulgated thereunder, and therefore the resale of such Sale Shares on the Tel Aviv Stock Exchange may be subject to such restrictions. Purchaser undertakes to comply with such restrictions with respect to the resale of the Sale Shares on the Tel Aviv Stock Exchange.

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 Privileged and Confidential  Execution Version

3.5          Restricted Securities. Purchaser understands that the Sale Shares will be characterized as “restricted securities” under the federal securities laws and that under such laws and applicable regulations such Sale Shares may be resold without registration under the Securities Act only in certain limited circumstances. Purchaser acknowledges that the Sale Shares must be held indefinitely unless subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available; provided, however, that by making the representations herein, Purchaser does not agree to hold any of the Sale Shares for any minimum or other specific term and reserves the right to dispose of the Sale Shares at any time in compliance with applicable Israeli or United States securities laws. Purchaser is aware of the provisions of Rule 144 under the Securities Act, which permit limited resale of securities purchased in a private placement.

3.6          Certain Transactions and Confidentiality. The Purchaser hereby confirms that, as of the date hereof, it does not hold any securities of the Company and that until the Closing Date, it shall not purchase any securities of the Company. Furthermore, other than consummating the transactions contemplated hereunder, Purchaser has not, directly or indirectly, executed any purchases or sales, including short sales, of the securities of the Company during the period commencing as of the time that Purchaser first received a letter of intent (written or oral) from the Company or any other Person representing the Company setting forth the material pricing terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Other than to Purchaser's representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and affiliates, Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

4.          REPRESENTATIONS AND WARRANTIES OF SELLER.  Seller represents and warrants to Purchaser as follows:

4.1          Organization; Due Authorization; Enforceability.  The Seller is not a natural person.  The Seller has been duly organized and validly exists in good standing under the laws of the jurisdiction of its organization as the type of entity that it purports to be.  The execution, delivery and performance of this Agreement by Seller has been duly and validly authorized by all necessary action under the organizational documents of Seller and does not require any further authorization or consent of Seller or its directors, officers, trustees, shareholders (or other equity holders), members, partners or beneficial owners (including any foreign corollary to any such person) or any public official.  This Agreement has been duly executed and delivered by Seller.  This Agreement constitutes the legally valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, organization, moratorium or similar laws relating to or affecting creditors’ rights generally and by general principles of equity.

4.2          Non-Contravention; Legal Disposition.  The execution, delivery and performance of this Agreement by Seller does not conflict with or result in the breach or violation of or default of under any agreement, instrument, order, judgment, decree, law or governmental regulation to which Seller or the Sale Shares being sold by Seller pursuant to the terms hereof are subject.

4.3          Title to Sale Shares.  Seller is the sole record and beneficial owner of the Sale Shares and has valid marketable title to the Sale Shares, free and clear of any pledge, lien, security interest, pre-emptive right, claim, equitable interest or other encumbrance of any nature whatsoever (collectively, “Encumbrances”), other than obligations under the Company’s constituent documents and shareholder agreements and except for restrictions arising under (i) the Securities Laws or applicable “blue sky” laws; (ii) the Israeli Securities Law and regulations promulgated thereunder, this Agreement,  the Shareholders Agreement, the Registration Rights Agreement, or under the Company’s Articles. “Securities Laws” means the United States Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, the listing rules of, or any listing agreement with the Principal Markets (as defined below), state securities laws and regulations, and any other applicable law regulating securities or takeover matters.  Upon the sale and transfer of the Sale Shares, and payment therefor, in accordance with the provisions of this Agreement, Purchaser will acquire valid marketable title to the Sale Shares, free and clear of all Encumbrances, other than obligations under the Company’s constituent documents and shareholder agreements, and will acquire all of Seller’s right, title and interest in and to the Sale Shares.

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 Privileged and Confidential  Execution Version

4.4          Consents.  (a) All third party consents, approvals and authorizations required for the Seller to execute and deliver this Agreement at the date hereof shall have been obtained, and (b) all third party consents, approvals and authorizations required (excluding CFIUS Approval, Taiwan Approvals and any approval or consent required, by any third party, for the approval of the SPA and Registration Rights Agreement) for the Seller to transfer the Sale Shares shall be obtained at the Closing.

4.5     .

5.          INDEMNIFICATION.

5.1          The representations and warranties of Seller contained in this Agreement shall survive until 11:59 p.m. in Taipei, Republic of China on the date that is one (1) year following the Closing Date; provided, however, that in the event of fraud or willful breach with respect to a representation or warranty, such representation or warranty shall survive indefinitely.

5.2          Subject to the survival period described in the foregoing Section 0, Seller shall indemnify, defend and hold harmless the Purchaser, its stockholders, officers, directors, members, managers, officers, directors, employees, affiliates, agents and representatives, and any of the foregoing’s successors and assigns (each an "Indemnified Party"), from and against any claim, loss, liability, expense or cost, including, without limitation, reasonable attorney’s fees and expenses , arising out of or otherwise due to the breach or inaccuracy of any representation, warranty, covenant or agreement of such Seller contained in this Agreement (collectively, “Losses”).

5.3          If any claim, suit, action or other proceeding to which the indemnity set forth herein applies (“Claim”) is brought against an Indemnified Party, such Indemnified Party shall give Seller prompt notice of such Claim, and Seller shall have the right, at its own expense, to participate in the defense of such Claim, and Seller shall also have the right, at its discretion, with the consent of the Indemnified Party (such consent not to be unreasonably withheld), to assume the defense of such Claim, provided that Seller shall use counsel reasonably acceptable to the Indemnified Party in defending such Claim; provided, that the Indemnified Party shall be entitled to participate, at its own cost (any such costs shall not be deemed Losses), in the Claim with counsel of its own choice. The Indemnified Party may not adjust, settle or compromise any Claim brought against it for which the indemnity set forth herein is sought without the prior written consent of Seller (such consent shall not to be unreasonably withheld).

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 Privileged and Confidential  Execution Version

5.4          the aggregate liability of Seller to Purchaser shall not exceed the Purchase Price;

5.5          the Seller shall not be liable to indemnify an Indemnified Party for any incidental, indirect, consequential, special or punitive damages;

5.6          The remedies provided under this Section 5 shall be the sole and exclusive remedy available to Purchaser unless the claim is arising from fraud or willful conduct of the Seller, under this Agreement and under any law, whether in contracts, torts, restitution or otherwise, in connection with breach or misrepresentation by the Seller of representations and warranties.

6.          COVENANTS AND ACKNOWLEDGEMENTS.

6.1          Public Announcements and Filings.  Each of the Purchaser and Seller shall make a full, fair and accurate Schedule 13D filing or amended Schedule 13D filing and shall be entitled to file a copy of this Agreement as an exhibit to its Schedule 13D filing or amended Schedule 13D filing, respectively, with the Securities and Exchange Commission in the United States with respect to the transactions contemplated hereunder to the extent required by applicable law or regulation. In addition, the Purchaser shall be entitled to disclose the transactions contemplated herein in accordance with the any applicable law, regulations and stock exchange rules. Except as specifically provided above, no other written public release or announcement concerning the transactions contemplated hereby shall be issued by any Party without the prior written consent of the other Party.

6.2          Restricted Securities.  Each of the Parties acknowledges and understands that the Sale Shares are “restricted securities” as that term is defined in Rule 144 under the Securities Act.

6.3          Regulation S.  Each of the Parties acknowledges, understands and agrees that the sale and transfer of the Sale Shares are being made in an “offshore transaction” as defined in Rule 902(h) of Regulation S under the Securities Act. Each of the Parties agrees that, as of each of the date of this Agreement and the date of the Closing, it (i) is not a “US Person” as defined in Regulation S under the Securities Act; and (ii) has not, directly or indirectly, engaged in “directed selling efforts” as defined in Rule 902(c) of Regulation S under the Securities Act in connection with the transactions contemplated by this Agreement, the Instrument of Transfer, and any other documents or instruments required to be executed or delivered in connection with this Agreement.

6.4          Investment Decision.  Each of the Parties acknowledges and agrees that it has independently and without reliance upon the other Parties, and based on such information as such Party has deemed appropriate, made its own analysis and decision to enter into this Agreement.  Each of the Parties acknowledges and agrees that, as of each of the date of this Agreement and the date of the Closing, the other Parties have not given such Party any investment advice, credit information or opinion on whether the execution, delivery and performance by such Party of this Agreement or each other Transaction Document to such Party is a party, and the consummation of the transactions contemplated hereby and thereby, is prudent.

6.5          Due Diligence and Access to Information.  The Purchaser hereby acknowledges and confirms that it has had an opportunity to conduct a due diligence investigation in relation to the Company and its subsidiaries and that its obligation to consummate the transactions contemplated by this Agreement and each other Transaction Document is subject to its prior satisfaction with the results of such due diligence investigation. Other than as set forth in this Agreement, none of the Seller, its Subsidiaries nor any of their affiliates, agents or representatives makes or has made any representation or warranty, either expressly or implied.

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 Privileged and Confidential  Execution Version

7.          TERMINATION.

This Agreement may be terminated and the transactions contemplated hereby may be abandoned:

(a)          at any time, by mutual written agreement of Seller and the Purchaser; or

(b)          by Purchaser at any time prior to the Closing, if (i) Seller is in breach, in any material respect, of the representations, warranties or covenants made by Seller in this Agreement, (ii) such breach is not cured within 10 business days of written notice of such breach by Purchaser (to the extent such breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section 2.5 incapable of being satisfied; or

(c)          by Seller, at any time prior to the Closing, if (i) Purchaser is in breach, in any material respect, of the representations, warranties or covenants made by Purchaser in this Agreement, (ii) such breach is not cured within 10 business days of written notice of such breach from Seller (to the extent such breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section 2 incapable of being satisfied; or

(d)          by written notice by either Seller or Purchaser to the other Party, at any time after the Long Stop Date if the Closing shall not have occurred on or prior to such date; provided, that the right to terminate this Agreement under this Section 00 shall not be available to such Party if the action or inaction of such Party or any of its affiliates has been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement (it is clarified that this Section shall not relate to termination by the Seller under Section 7(f)).

(e)          at any time prior to Closing, by written notice by either Seller or Purchaser to the other Party, if the Closing shall not have occurred by the Long Stop Date, provided that the Party seeking to terminate this Agreement pursuant to this sub-Section 7(e) shall not have breached in any material respect its obligations under this Agreement in any manner that shall have been the primary cause of the failure of the Closing to occur on or before the Long Stop Date; and provided, further, that if (i) the condition regarding receipt of CFIUS Approval set forth in Section 2.5(a)(i) above shall be the only condition of Section 2.5 herein (other than conditions that by their nature are to be satisfied at the Closing or on the Closing Date) that has not been satisfied or waived by the Long Stop Date, and (ii) CFIUS has not by the Long Stop Date informed the Parties that there is a substantial possibility that the CFIUS Approval will not be granted, then the Long Stop Date shall automatically be extended by thirty (30) days.

(f)          by Seller at any time prior to the Closing, pursuant to the circumstances under which the Company is entitled to terminate the SPA in connection with any dilutive transaction to be effected by the Company (causing dilution to the Company of above 10%) or a M&A Transaction (as defined in Section 4.8 of the SPA) (a “Dilutive Transaction”). In the event that due to a Dilutive Transaction as further detailed in Section 4.8 of the SPA, the Seller exercises its right hereby granted to terminate this Agreement, then under such circumstances, the Seller shall pay the Purchaser a Termination Fee in an amount equal to 2% of the Purchase Price, i.e., US$1,162,314 (the “Termination Fee”) and provided further that such Termination Fee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) available to the Purchaser in connection therewith for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement or failure to perform hereunder or other failure of the transactions contemplated under this agreement to be consummated (whether willfully, intentionally, unintentionally or otherwise). The Termination Fee due hereunder shall be paid to the Purchaser by wire transfer to an account designated in writing by the Purchaser, within thirty (30) business days after the date of such termination. In no event shall Seller be required to pay the Termination Fee on more than one occasion.

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 Privileged and Confidential  Execution Version

For the avoidance of doubt, “business day” herein shall mean any day other than a Saturday or a Sunday or a day on which commercial banking institutions in Israel, the US or Republic of China are authorized or obligated by Law or executive order to be closed. Any reference to “days” (unless business days are specified) shall mean calendar days.

8.          GENERAL PROVISIONS.

8.1          Miscellaneous.  Except as otherwise provided in this Agreement, the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of such Party’s respective successors, assigns, heirs, executors, administrators and legal representatives.  No Party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the other Party; provided, however, that either Party may freely assign its rights and obligations under this Agreement to an affiliate or in connection with a sale by any Party of all of its shares in an M&A Transaction (as defined in Section 4.8 of the SPA). The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.  This Agreement and the documents referred to herein constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.  If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part of this Agreement.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. This Agreement may be executed and delivered by facsimile or other means of electronic delivery and upon such delivery the signature will be deemed to have the same effect as if the original signature had been delivered to the other Party.  Neither this Agreement nor any provision may be amended except by written agreement signed by the parties.  No waiver of any breach or default shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default.

8.2          Governing Law; Jurisdiction.  This Agreement and all disputes and claims arising out of or in connection thereto shall be governed by and construed in accordance with the laws of Singapore (without regards to its conflict of law’s provisions). Any dispute arising out or in connection with this Agreement, including any question regarding its existence, validity or termination shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the SIAC (“SIAC Rules”) in force at the time of the request for arbitration which rules are deemed to be incorporated by reference in this clause. The arbitration shall take place in Singapore at the SIAC. The seat of the arbitration shall be Singapore. The arbitration proceeding shall be conducted in English. The arbitration award shall be final and binding on the Parties and shall not be subject to any appeal, and the Parties shall be bound thereby and shall act accordingly. Judgment on the award of the arbitrators may be enforced by any court of competent jurisdiction. The losing Party, as determined by the arbitrators, shall pay all out-of-pocket expenses incurred by the prevailing Party (including, without limitation, legal fees), as determined by the arbitrators in connection with any such dispute. Notwithstanding the foregoing, each Party shall retain the right to seek for provisional remedies, including interlocutory and/or injunctive reliefs, in any jurisdiction in which there is a breach by the other Party of any undertakings under this Agreement.

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 Privileged and Confidential  Execution Version

8.3          Notices.  Notices given pursuant to this Agreement shall be deemed duly given on the date of personal delivery, on the date sent by fax or three days after mailing if mailed by certified or registered mail, return receipt requested, postage prepaid, to the Party at its address on the signature page below or such other address of which the addressee may subsequently notify the other parties in writing.

8.4          Each Party hereto shall pay its own expenses in connection with the transaction contemplated herein.

8.5          Rights of Third Parties. A person who is not a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore to enforce any of its terms.

[Signature page follows]

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IN WITNESS WHEREOF, each of the parties has caused this Share Transfer Agreement to be duly executed as of the Effective Date.

SELLER:

PRIORTECH LTD.

By:                                                                                             

Name:                                                                               

Title:                                                                                 

Address:      10 Ha’Oman St.

Migdal Ha’Emek

Israel

PURCHASER:

CHROMA ATE INC.

By:                                                                                             

Name:                                                                               

Title:                                                                                  

Address:      1F., No.66, Huaya 1st Rd.

Guishan Dist.

Taoyuan City 333

Taiwan

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EX-99.5

Exhibit 99.5

Execution Version

Shareholders Rights Agreement

This Shareholders Rights Agreement (this “Agreement”) is made and entered into as of February 11, 2019 (the “Effective Date”) by and amongst (a) Priortech Ltd. (“Priortech”), and (b) Chroma ATE Inc. (“Chroma”). Each of Priortech and Chroma may be referred to as a “Party” and collectively the “Parties”.

Whereas Priortech is a controlling shareholder of Camtek Ltd., a public company organized under the laws of the State of Israel (the “Company”), the shares of which are traded on the Tel-Aviv Stock Exchange and on NASDAQ;

Whereas Priortech and Chroma have entered into a share transfer agreement of even date hereof (the “Share Transfer Agreement”), pursuant to which, subject to the terms and conditions set forth in the Share Transfer Agreement, at the Closing (as such term is defined in the Share Transfer Agreement), Chroma shall purchase from Priortech 6,117,440 ordinary shares of the Company, nominal value NIS 0.01 each (“Ordinary Shares”);

Whereas Camtek and Chroma have entered into a share purchase agreement of even date hereof (the “Share Purchase Agreement”), pursuant to which, subject to the terms and conditions set forth in the Share Purchase Agreement, at the Closing, the Company shall issue to Chroma 1,700,000 of the Company’s Ordinary Shares;

Whereas Camtek and Chroma have entered into a strategic cooperation agreement of even date hereof (the “Strategic Cooperation Agreement”) pursuant to which Camtek and Chroma shall cooperate on the development of certain products and the license of certain technologies;

Whereas as of the Closing, Priortech and Chroma shall together hold approximetly 16,977,695 Ordinary shares, which assuming the issued and outstanding share capital on the Effective Date together with the further issuance of the 1,700,000 Shares to be issued by Camtek at and subject to the closing of the Share Purchase Agreement would, constitute 44.52% of the Company’s issued and outstanding share capital on an as-issued basis, and 42.67% of the Company’s issued and outstanding share capital on a fully-diluted basis and wish to set forth hereunder the general terms and conditions with respect to their relationship as jointly being the controlling shareholders in the Company; and

Whereas Priortech and Chroma agree that this Agreement shall become effective as of and subject to the Closing of the Share Transfer Agreement.

Now, Therefore, in consideration of the mutual promises contained in this Agreement, the Parties agree as follows:

1. Voting in Shareholders Meetings

1.1. The Parties hereby agree that, as of the Closing, they shall vote their shares at shareholders’ meetings of the Company (“Shareholders Meeting(s)”) in accordance with the majority vote between them.

1.2. Notwithstanding Section 1.1 above, the following material issues shall require the approval of both Parties (“Material Issue(s)”):

1.2.1. Amendments to the Company’s Articles of Association;

1.2.2. Appointment of the Company’s auditor;

1.2.3. Liquidation of the Company; and

1.2.4. An interested party transaction in which a shareholder of the Company, holding at least 5% of the Company’s issued and outstanding share capital, has a “personal interest” as such term is defined under the Israeli Companies Law, 1999 (the “Companies Law”) (other than with respect to matters relating to compensation as set forth in Section 1.4 below).

Execution Version

1.3. In the event that any Material Issues are on the agenda, the Parties shall mutually agree upon the manner in which they will vote at such Shareholders Meeting. In the event of a disagreement between the Parties on a Material Issue, the Parties shall attempt to resolve such disagreement in good faith. Should the Parties fail to resolve their disagreement on such Material Issue within the period beginning on the date the notice of the shareholders meeting is provided and ending on the date of the Shareholders meeting, the Parties agree to unanimously vote against such Material Issue.

1.4. Notwithstanding anything to the contrary herein, with respect to any matter relating to the compensation of executives and directors of the Company, the Parties hereby agree to vote on such matter in accordance with the approvals and/or recommendations provided by the Company’s independent compensation committee as required under Nasdaq listing rules.

2. The Preliminary Meeting

2.1. Prior to each Shareholders Meeting, a preliminary meeting will be held, either in-person or via teleconference (a “Preliminary Meeting”), in order to discuss the matters on the agenda of the Shareholders Meeting, with the intent of reaching a mutual agreement on the manner in which the Parties shall vote at such Shareholders Meeting. Notwithstanding the aforesaid, it is hereby clarified that non-compliance with the provisions of this Section 2 shall not derogate from the Parties’ obligation to vote their shares in accordance with Sections 1 and 3 of this Agreement.

2.2. The Preliminary Meeting shall take place on the third Business Day prior to the date scheduled for the Shareholders Meeting, at 10:00 Israel standard time / 16:00 Taiwan standard time, unless one Party requests that the Preliminary Meeting be held on a different Business Day or hour (which is at least 48 hours prior to the Shareholders Meeting), and the other Party has agreed in writing to such request. “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banks in Tel Aviv, Israel or Taipei, Taiwan are authorized by law to be closed.

2.3. If a quorum is not present at a Preliminary Meeting within thirty (30) minutes of the time set for such meeting, the Preliminary Meeting shall be adjourned and an adjourned Preliminary Meeting shall, automatically and without the need for any further action, be held on the next Business Day following the date set for the initial Preliminary Meeting and at the same hour scheduled for such initial Preliminary Meeting.

2.4. The legal quorum for a Preliminary Meeting (including an adjourned Preliminary Meeting) shall be the presence and participation of representatives of both Parties, either in-person or via a teleconference.

2.5. A written resolution signed by the representatives of both Parties shall have the same effect, for any purpose, as if it had been received at a Preliminary Meeting duly held according to the terms of this Agreement, provided that such resolution is signed prior to the date of the Shareholders Meeting. To the extent that for any reason no Preliminary Meeting was held, each Party may provide a notice with respect to its voting position and the terms of Section 1 above shall apply accordingly.

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Execution Version

3. Designation of Board Members

3.1. The Parties agree that, as of the Closing, they shall vote at Shareholders Meetings at which the agenda includes the composition of the Company’s Board of Directors (the “Board”) in accordance with the terms of Section 1 above. Notwithstanding the above, the Parties agree to  use their voting and controlling power in order to have the members of the Board be designated in accordance with the terms of Sections 3.2 – 3.4 below;

3.2. (a) as long as Priortech holds at least 20% of the Company’s issued and outstanding share capital on an as-issued basis, it shall be entitled to designate three (3) directors; (b) as long as Priortech holds less than 20% but at least 15% of the Company’s issued and outstanding share capital on an as-issued basis, it shall be entitled to designate two (2) directors; (c) as long as Priortech holds less than 15% but at least 10% of the Company’s issued and outstanding share capital on an as-issued basis, it shall be entitled to designate one (1) director; and (d) in the event that Priortech holds less than 10% of the Company’s issued and outstanding share capital on an as-issued basis, it shall not be entitled to designate any directors;

3.3. (a) as long as Chroma holds more than 15% of the Company’s issued and outstanding share capital on an as-issued basis, it shall be entitled to designate two (2) directors; (b) as long as Chroma holds at least 10% but up to 15% of the Company’s issued and outstanding share capital on an as-issued basis, it shall be entitled to designate one (1) director; and (c) in the event that Chroma holds less than 10% of the Company’s issued and outstanding share capital on an as-issued basis, it shall not be entitled to designate any directors; and

3.4. In addition to the above, the Board shall be comprised of at least two (2) external directors, which shall serve in accordance with the provisions of the Companies Law, 1999.

4. Holdings Threshold Undertakings

The Parties hereby agree that, as of the Closing and as long as this Agreement is effective, unless Priortech’s holding of the total issued and outstanding shares of the Company on an as-issued basis falls below 20% for a period of over sixty (60) consecutive calendar days: (a) Chroma shall at all time be subject to a maximum holding of twenty point five percent (20.5%) of the total issued and outstanding shares of the Company on an as-issued basis (the “Maximum Holding”); and (b) the Parties shall not jointly hold more than forty five percent (45%) of the total issued and outstanding shares of the Company on an as-issued basis. For the purpose of this Section 4 it is clarified, that reference to either Party shall also include any related parties and/or affiliates of the Parties (which would be considered under applicable Israeli law to be part of the controlling group). It is also clarified that Chroma is entitled, at any time, to purchase additional shares of the Company in the course of ordinary trade in the market as long as its holdimgs shall not exceed the Maximum Holding.

5. Right of First Offer

5.1. The Parties agree that, as of the Closing, the sale by either Party of its shares in the Company which constitute at such time 5% or more of the total issued and outstanding shares of the Company on an as-issued basis (in one single transaction or in aggregate from a series of related transactions, occurring within a rolling six (6) month period) to any third party (a “Potential Buyer”), other than in the course of ordinary trade in the market, shall be subject to a right of first offer, as set forth below (such sale, a “Qualified Sale”).

5.2. A Party wishing to perform a Qualified Sale (the “Selling Party”) shall provide the other Party (the “Non-Selling Party”) with a notice (the “Notice”) detailing the number of shares it wishes to offer (the “Selling Shares”) and the consideration.

5.3. The Non-Selling Party shall have the first right and option, but not obligation, to present the Selling Party with an offer to purchase all of the Selling Shares pursuant to the Notice (the “Offer”) within thirty (30) calendar days from the receipt of the Notice (the “Acceptance Period”).

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Execution Version

5.4. If the Non-Selling Party agrees to purchase all the Selling Shares under the terms set forth in the Offer, then subject to the execution of the payment to the Selling Party pursuant to the payment terms and performance of other conditions as set out in the Offer, the Selling Party shall transfer to the Non-Selling Party the Selling Shares under the terms specified in the Offer, within twenty one (21) calendar days from Non-Selling Party’ notice of agreement or at another time to be agreed between the Parties.

5.5. If the Non-Selling Party does not purchase all the Selling Shares in accordance with the Offer, or does not respond to the Offer within the Acceptance Period, then the Selling Party shall be entitled, within one hundred and fifty (150) calendar days (the “Third Party Offer Period”), to enter into a binding agreement regarding the sale of the Selling Shares (all or part thereof) to any third party, provided that the sale of the Selling Shares shall be made under the terms of the Offer, or at a higher price.

5.6. If the Acceptance Period has passed with respect to a third party and the Selling Party has not yet sold or transferred to any third party the Selling Shares in the Third Party Offer Period in accordance with the conditions set out in Section 5.5 above, then the Selling Party will not be entitled to transfer or sell to third parties the Selling Shares, unless all the terms and conditions set out in this Section 5 are re-applied.

5.7. Notwithstanding the above, if the Potential Buyer is deemed a “Competitor” (as defined below), then the Selling Party shall be required to disclose the name of such Potential Buyer and seek prior written consent from the Non-Selling Party to proceed with the Qualified Sale, even if the Non-Selling Party does not respond within the Acceptance Period or the Acceptance Period lapses.

5.8. For the purpose of this Agreement, “Competitor” shall mean either: (i) an entity which competes in a substantial manner with the Company’s core business or (ii) an entity which is in the industry of test & measurements, is headquartered in PRC (including Hong Kong and Macao) or Taiwan and the majority of its business competes in a substantial manner with Chroma’s core business.

6. Lock Up

The Parties hereby agree that, as of the Closing and for a period of two years thereafter, excluding liens permitted pursuant to Section 7 below, neither Party shall sell, exchange, transfer or dispose of, whether directly or indirectly, and shall not make any agreement or commitment to do any of the same, any or all of its rights, title or interest in or to any of their shares in the Company to a third party without the prior written consent of the other Party. Nevertheless, this Section 6 shall not apply to a sale by either Party in the course of ordinary trade in the market of shares of the Company which do not exceed, during any consecutive period of 12 months, 2% of the Company’s shares on an as-issued basis.

7. Liens

No lien and/or pledge on the Company’s shares by any of the Parties, including assignment of rights by means of a lien, shall be allowed, except to a banking corporation or an established financial institution, subject to such banking corporation’s or established financial institution’s commitment to comply with the provisions of this Agreement. This Section 7 shall not derogate from the validity of any liens and/or pledges which: (i) exists as of the Effective Date; or (ii) iscreated in the framework of a refinancing of an existing loan under which an existing lien and/or pledge was already provided.

8. Assignment

8.1. A Party shall not sell its shares without assignment by seller, and acceptance by buyer, of the terms of this agreement with respect to the shares so sold, all subject to the provisions of Sections 5 and 6. An assignment of rights and/or obligations by either Party to any third party shall only be allowed under the following scenarios: (i) an assignment to a wholly-owned subsidiary (a “Permitted Transferee”); (ii) a sale of shares and an assinmnent of rights by either party, without the prior written consent of the other party, to a third party who is not a Competitor (as defined below); or (iii) a sale of shares to a third party with the prior written consent of the other Party; all in accordance with the terms of this Section 8 below. This Section 8 shall not apply to a sale of shares by either Party in the course of ordinary trade in the market.

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Execution Version

8.2. A condition precedent to an assignment under this Section 8, or to by either party (other than in the course of ordinary trade in the market), as applicable, shall be the signing by the assignee or purchaser, as applicable, prior to such assignment, of an undertaking pursuant to which it shall explicitly join this Agreement as a party hereof and assume all the rights and obligations of the assigning Party under this Agreement in proportion to the shares held by the assignee following the assignment or sale, as applicable.

8.3. In the event that a Permitted Transferee shall cease to qualify as a “Permitted Transferee”, then it shall, prior to the date in which it ceases to qualify as a Permitted Transferee, return the shares it has received to the assigning Party.

8.4. The assignee and assigning Party shall each be a Party to this Agreement and their holdings shall be summed together with the holdings of any other Party – such that the Parties together shall continue to be the controlling group in the Company.

8.5. Without derogating from any remedy under this Agreement or under any law, any transaction pursuant to which the Company’s securities are transferred not in accordance with the provisions of this Section 8 shall be null and void.

9. Distribution

Subject to applicable law and to the Company’s cash flow requirements as determined by the Board in accordance with the Company’s budget and business plan, the Parties shall use their voting and controlling power in order for the Company to distribute at least 50% of its profits (as defined in Section 302 of the Companies Law, 1999) which are permitted for distribution, annually, as a dividend to its shareholders, in accordance with their proportionate share in the issued and outstanding share capital of the Company at that time. The foregoing shall not derogate from the authority of the Board at any time to declare a larger dividend distribution.

10. Termination

This Agreement shall be terminated in its entirety at such time as either Priortech or Chroma holds less than 5% of the Company’s issued and outstanding share capital on an as-issued basis for a period of sixty (60) consecutive calendar days.

11. Confidentiality and disclosure of information

11.1. The Parties undertake to keep any Confidential Information provided to them in strict confidence, and not to disclose, publish or transfer Confidential Information to any third party, whether directly or indirectly, in exchange for or without consideration.

For the purpose of this Section 11 - “Confidential Information” means any information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) which relates, directly or indirectly, to (a) the Company or (b) corporations held by the Company, or (c) the Disclosing Party, including their property, assets, business, clients, plans, financial or marketing data, their professional, commercial, business and/or technological secrets or their engagements with third parties, any other material or information received or which Receiving Party may receive from the Company, corporations held by the Company or any of their affiliates, their employees, consultants, representatives and/or anyone acting on their behalf, and including any information disclosed and/or exchanged between the Parties in connection with their relationship as controlling shareholders of the Company including the voting in Shareholders Meeting and/or Preliminary Meetings, whether any of the above is disclosed orally or in writing, by electronic means or otherwise, all except for information which: (a) is in the public domain or which has become public other than as a result of breach by Receiving Party of its obligations hereunder; (b) is required to be disclosed by a competent authority and/or under applicable law, regulations or stock market rules, or which is required to be disclosed for the performance of this Agreement (subject to Section 11.2 below); (c) is provided to Receiving Party by a third party not in breach of a duty of confidentiality towards the Disclosing Party and/or the Company; or (d) is disclosed to Receiving Party’s office holders, employees, consultants, or authorized representatives (“Representatives”) on a need-to-know basis, and provided that such Representatives shall be subject to confidentiality obligations not less stringent than the confidentiality obligations set forth in this Agreement.

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Execution Version

11.2. In the event that any Party is required to disclose Confidential Information pursuant to any applicable laws, regulations or stock market rules, each Party undertakes to reasonably provide the other Party with a prior written notice (to the extent permitted under law), in order to enable the other Party to act in order to prevent or to provide their reasonable comments to the disclosure of Confidential Information. In any event, the Confidential Information shall not be disclosed except to the extent specifically required for this purpose, and if there is no specific requirement, then it shall be disclosed only after consultation between both Parties (provided that such consultation is permitted under law). Each Party undertakes to use its best efforts to ensure that any Confidential Information disclosed pursuant to this Section 11.2 is handled confidentially, subject to the provisions of any law. For the avoidance of doubt, it is hereby clarified that the provisions of this Section 11 shall not restrict either Party from disclosing information required, pursuant to the Parties’ obligations as public companies / reporting corporations, or for the purpose of publishing prospectuses and public offerings.

11.3. The Parties’ confidentiality undertaking in accordance with Section 11 above shall remain in force for a period of three (3) years following the termination of this Agreement.

12. Non-Competition

During the term of this Agreement and for a period of two (2) years after its termination, each Party shall not, either directly or indirectly, manufacture, distribute or assist or support the manufacturing or distribution of any products, which directly compete with the products manufactured or distributed currently or in the future in the semiconductor space by the Company.

13. Miscellaneous

13.1.Headings. The headings contained in this Agreement are solely for convenience of reference and shall not affect the interpretation of this Agreement.

13.2.Defined Terms. Unless otherwise specifically stated herein, all capitalized terms used herein shall have the meaning ascribed to them in the Purchase Agreement.

13.3.Entire Agreement. This Agreement, the Purchase Agreement and all exhibits attached hereto and thereto constitute the entire agreement among the Parties regarding the transactions contemplated herein and therein.

13.4.Limitations on Rights of Third Parties. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any person, other than the Parties, any rights or remedies under this Agreement. A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore to enforce any of its terms.

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Execution Version

13.5.M&A Transaction. It is hereby agreed that the provisions of Sections 5, 6 and 8 shall not apply to a transaction in which one of the following events occurs: (i) an acquisition of the Company by means of merger (with or into another entity), reclassification of the Company’s securities, or any other form of corporate reorganization in which outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring company or its subsidiary; or (ii) consolidations or other transactions, or series of related transactions, in which more than fifty percent (50%) of the voting power of the Company would be disposed or transferred (other than by way of an IPO).

13.6.Fees and Expenses. Each Party shall bear its own legal fees and all related expenses in connection with this Agreement.

13.7.Further Actions. At any time and from time to time, each Party agrees, without further consideration, to take such actions and to execute and deliver such documents as may be reasonably necessary to effect the purposes of this Agreement.

13.8.Notices. All notices required or permitted hereunder to be given to a Party pursuant to this Agreement shall be in writing and shall be deemed to have been duly given to the addressee thereof (i) if hand delivered, on the day of delivery, (ii) if given by facsimile or e-mail transmission, on the Business Day on which such transmission is sent and confirmed, (iii) if mailed by registered mail, return receipt requested, two (2) Business Days following the date it was mailed, to such Party’s address as set forth below or at such other address as such Party shall have furnished to each other Party in writing in accordance with this provision:

If to Priortech (or any member thereof):

Priortech Ltd. Attn.: Yotam Stern

10 Haoman St,

Industrial Area South, P.O. Box 631,

Migdal Haemek, 2310502. IsraelTel:+972-4-6544300

Email: ystern@pcb.co.il

With a copy to (which shall not constitute a notice) to:

Shibolet & Co., Law Offices4 Berkowitz St., Tel-Aviv, IsraelTel: +972-37778333Fax: +972-37778444

Email: L.aviram@shibolet.com

Attn:  Lior Aviram

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Execution Version

If to Chroma (or any member thereof):

Chroma ATE Inc. Attn.: Lawrence Wu

1F., No.66, Huaya 1st Rd.,

Guishan Dist., Taoyuan City 333,

Taiwan (R.O.C.)

Tel: +886-3-327-9999

Email: lawrence.wu@chroma.com.tw

With a copy to (which shall not constitute a notice):

Jones Day

Tel: +86-21-22018000

Email: ahuang@jonesday.com

Attn: Angel Huang

Each Party may from time to time change the address, fax number or email address to which notices to it are to be delivered or mailed hereunder by notice delivered or sent to the other Party in accordance herewith; provided, however, that any notice of change of address shall be deemed effective only upon its receipt, as shall be confirmed in writing by the Party receiving such notice of change.

13.9.      Amendments.  This Agreement may be amended or modified in whole or in part only by a duly authorized written agreement that refers to this Agreement and is signed by the Parties.

13.10. Delays or Omissions; Waiver. No delay or omission to exercise any right, power, or remedy accruing to either Party upon any breach or default by the other Party under this Agreement shall impair any such right or remedy nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein or in any similar breach or default thereafter occurring.

13.11. Severability.  If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected, impaired or invalidated thereby.

13.12. Governing Law; Jurisdiction. This Agreement and all disputes and claims arising out of or in connection thereto shall be governed by and construed in accordance with the laws of Singapore (without regards to its conflict of law’s provisions). Any dispute arising out or in connection with this Agreement, including any question regarding its existence, validity or termination shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC (“SIAC Rules”) in force at the time of the request for arbitration, which rules are deemed to be incorporated by reference in this clause. The arbitration shall take place in Singapore at the SIAC. The seat of the arbitration shall be Singapore. The arbitration proceeding shall be conducted in English. The arbitration award shall be final and binding on the Parties and shall not be subject to any appeal, and the Parties shall be bound thereby and shall act accordingly. Judgment on the award of the arbitrators may be enforced by any court of competent jurisdiction. The losing Party, as determined by the arbitrators, shall pay all out-of-pocket expenses incurred by the prevailing Party (including, without limitation, legal fees), as determined by the arbitrators in connection with any such dispute. Notwithstanding the foregoing, each Party shall retain the right to seek for provisional remedies, including interlocutory and/or injunctive reliefs, in any jurisdiction in which there is a breach by the other Party of any undertakings under this Agreement.

13.13. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

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Execution Version

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Chroma ATE Inc. By: _______________________ Name: _______________________ Title: _______________________ Priortech Ltd. By: _______________________ Name: _______________________ Title: _______________________

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