AROTECH CORP (Form: 8-K, Received: 02/25/2016 09:11:29)

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

February 23, 2016

AROTECH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-23336	95-4302784
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1229 Oak Valley Drive, Ann Arbor, Michigan		48108
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(800) 281-0356

(Former name or former address, if changed since last report)

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Item 1.01 Entry into a Material Definitive Agreement.

On February 2, 2016, Arotech Corporation (the “Company” or “we”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) between the Company and Admiralty Partners, Inc. (“API”), providing for the sale by the Company to API of a total of 1,500,000 shares of common stock, par value $0.01. As part of the transactions contemplated by the Stock Purchase Agreement, API was granted the right to designate one person for election to the Board for so long as API continues to beneficially own at least 750,000 shares of Common Stock.

On February 23, 2016, in response to a comment received from the Nasdaq Stock Market that the 750,000 share threshold for a director position originally agreed between the parties was lower than the Nasdaq’s preferred 5% of outstanding stock threshold, the Company and API agreed to amend the Stock Purchase Agreement to provide that API shall have the right to designate one person for election to the Board for so long as API and its affiliates continue to beneficially own at least 5% of the shares of Common Stock outstanding. In order to provide API with a portion of the rights that it had given up in this amendment, API and Messrs. Robert S. Ehrlich and Steven Esses, the Company’s Executive Chairman of the Board and President and Chief Executive Officer, respectively, agreed in a separate Voting Agreement that Messrs. Ehrlich and Esses would vote their shares of Common Stock in favor of any API designee nominated by the Nominating Committee of the Board of Directors of the Company for election to the Board. In addition, in order to allow API to protect against dilution and maintain its right to a director position, pursuant to the terms of the amendment to the Stock Purchase Agreement, the Company granted API and its affiliates the right to participate in future financings for so long as API and its affiliates continue to beneficially own at least 750,000 shares of Common Stock.

The foregoing description of the amendment to the Stock Purchase Agreement and the Voting Agreement is qualified in its entirety by the terms of the amendment and the agreement, which are filed herewith as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

1. Increase in Board Size and Appointment of Jon B. Kutler as Director

On February 24, 2016, the Board of Directors (the “Board”) of Arotech, acting pursuant to the powers vested in it by Sections 3.1 and 3.4 of the Company’s Bylaws, (i) increased the size of the Board to eight, (ii) assigned the directorship thus created to Class I, and (iii) upon recommendation of the Nominating Committee of the Board, appointed Mr. Jon B. Kutler to serve as a Class I director to fill the newly-created vacancy on the Board. Mr. Kutler will serve as a Class I director until the Company’s annual meeting of stockholders in 2018 and until his successor is duly elected and qualified.

As previously disclosed, Mr. Kutler, 59, is currently chairman and CEO of Admiralty Partners, Inc., a private equity investment firm, a position he has held for more than the past five years. After service in the U.S. Navy and nearly a decade on Wall Street, Mr. Kutler founded Quarterdeck Investment Partners, an international investment bank focused on the global aerospace and defense markets. He sold Quarterdeck to Jefferies & Company in 2002 to focus on private equity investments under Admiralty Partners. Mr. Kutler is a recognized investor, investment banker and expert in the aerospace and defense industries. Mr. Kutler has been profiled in numerous international trade and business publications and television and has been a leading voice regarding trends in the aerospace and defense sectors. He is a Trustee of the California Institute of Technology, where he serves as chairman of the Jet Propulsion Laboratory and as a member of the Technology Transfer Committee. From January 2011 until its sale in February 2016, Mr. Kutler served on the Board of Directors of TeleCommunication Systems, Inc. (Nasdaq: TSYS). Mr. Kutler is a graduate of the United States Naval Academy and holds a Bachelor of Science degree in Naval Architecture. He received his Masters of Business Administration from Harvard University.

Mr. Kutler was appointed to the Company’s Executive and Finance Committee. The Board has determined that Mr. Kutler is an “independent director,” as that term is defined in Rule 4200(a)(15) of the Nasdaq listing standards and Rule 10A-3 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

In accordance with the terms of the Company’s 2007 Non-Employee Director Equity Compensation Plan (the “2007 Plan”), upon becoming a member of the Board, Mr. Kutler was granted 10,504 shares of the Company’s restricted common stock, par value $0.01 per share (the “Common Stock”) having a fair market value on the date of grant equal to twenty-five thousand dollars ($25,000), as determined based on the closing price of the Common Stock on the Nasdaq Global Market on the date of grant. In accordance with the terms of the 2007 Plan, one-third of the restricted shares of Common Stock granted to Mr. Kutler will vest on each one-year anniversary of the date of grant.

Pursuant to the terms of a Stock Purchase Agreement, dated as of February 2, 2016, between the Company and Admiralty Partners, Inc. (“API”), as amended (the “Stock Purchase Agreement”), API has the right to designate one person for election to the Board for so long as API and its affiliates continue to beneficially own at least 5% of the shares of Common Stock outstanding. API and Messrs. Robert S. Ehrlich and Steven Esses, the Company’s Executive Chairman of the Board and President and Chief Executive Officer, respectively, also agreed in a separate Voting Agreement that Messrs. Ehrlich and Esses would vote their shares of Common Stock in favor of any API designee nominated by the Nominating Committee of the Board of Directors of the Company for election to the Board. API has designated Mr. Kutler to serve as API’s designee. Pursuant to the terms of the Stock Purchase Agreement, the Company has agreed to appoint Mr. Kutler to the Board within 45 days of February 2, 2016. Mr. Kutler will participate in the Company’s standard non-employee director compensation plan, as described above. In connection with the Stock Purchase Agreement, the Company and Mr. Kutler entered into a consulting agreement, dated February 2, 2016 (the “Consulting Agreement”), pursuant to which Mr. Kutler agreed to provide consulting services to the Company for a period of three years, unless terminated earlier. Pursuant to the terms of the Consulting Agreement, Mr. Kutler will receive an annual fee for the three-year term of the Consulting Agreement equal to the difference between $125,000 and the amount of cash and the value of any stock received by Mr. Kutler for serving on the Board (directors generally receive approximately $70,000 per year in cash and stock), meaning that Mr. Kutler would receive a consulting fee of approximately $55,000 per year if he receives $70,000 per year in board fees. The foregoing descriptions of the Stock Purchase Agreement and the Consulting Agreement are qualified in their entirety by the terms of such agreements, which were filed as exhibits to the Company’s Current Report on Form 8-K filed on February 3, 2016, all of which material is hereby incorporated herein by reference.

Except as set forth above, there is no arrangement or understanding pursuant to which Mr. Kutler was appointed to the Board, nor are there any transactions or proposed transactions to which the Company and Mr. Kutler are, or will be, a party. As of the date of this report, except as set forth above, Mr. Kutler has not entered into any transaction requiring disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act.

2. Decision of Seymour Jones to Retire as Director

On February 24, 2016, Prof. Seymour Jones, a member of the Company’s Board of Directors and the Chairman of its Audit Committee, advised the Board of Directors that he had decided to retire from the Board of Directors of the Company effective immediately for health reasons. Prof. Jones noted that this decision was not the result of any disagreement between Mr. Ehrlich and the Company on any matter relating to the Company’s operations, policies or practices. Kenneth W. Cappell, who is currently serving as a member of the Audit Committee, was appointed as the new Chairman of the Audit Committee, which will now consist of Messrs. Kenneth W. Cappell (Chairman), Michael E. Marrus, Richard I. Rudy and Carol J. Battershell (please see paragraph 3 below), and Michael E. Marrus will take Prof. Jones’s place on the Compensation Committee, which will consist of Dr. Jay M. Eastman (Chairman), Richard I. Rudy, and Michael E. Marrus.

3. Appointment of Carol J. Battershell as Director

On February 24, 2016, the Board of Directors of Arotech Corporation (the “Company” or “we”) selected Ms. Carol J. Battershell to fill the vacancy on the Board created by the resignation of Prof. Seymour Jones. Ms. Battershell will serve as a Class II director until the Company’s annual meeting of stockholders in 2017 and until her successor is duly elected and qualified.

Biography of Carol J. Battershell

Carol J. Battershell, 54, currently serves as the Deputy Director for Energy Systems in the Office of Energy Policy and Systems Analysis (EPSA), whose role is to deliver unbiased energy analysis to the Department of Energy’s (DOE) leadership on existing and prospective energy-related policies. Ms. Battershell joined the DOE in 2008 in Energy Efficiency and Renewable Energy. She served first as a Senior Advisor with a focus on technology commercialization and then as Executive Director of Field Operations from 2010 to 2013, when she then moved to her current position with the EPSA. Prior to joining the DOE, Ms. Battershell spent 25 years in the energy industry, with BP, plc. (NYSE: BP) and before that with Standard Oil (which was purchased by BP). Her last roles at BP included Vice President, Policy and Strategy for BP Alternative Energy (2005-2008), where she was instrumental in developing the strategy and business case for an $8.0 billion investment to launch and grow the new BP Alternative Energy division, and Director, BP Renewables and Alternative Fuels (2002-2005), where she directed BP’s global activities in hydrogen research, their European wind business, as well as managing BP’s green energy consulting start-up company. Additional energy industry positions have included operations and strategy roles in retail fuels marketing, strategy and financial roles in business-to-business fuels marketing, as well a corporate role in environmental policy and development roles as chief of staff to two of BP’s most senior executives. She began her career as a refinery engineer in Ohio. Ms. Battershell holds a B.S. in engineering from Purdue University in West Lafayette, Indiana, and an MBA from Case Western Reserve University in Cleveland, Ohio.

Ms. Battershell was appointed to the Company’s Audit Committee. The Board has determined that Ms. Battershell is an “independent director,” as that term is defined in Rule 4200(a)(15) of the Nasdaq listing standards and Rule 10A-3 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and that she qualifies as an “audit committee financial expert” under applicable SEC and Nasdaq regulations .

In accordance with the terms of the Company’s 2007 Non-Employee Director Equity Compensation Plan (the “2007 Plan”), upon becoming a member of the Board, Ms. Battershell was granted 10,504 shares of the Company’s restricted common stock, par value $0.01 per share (the “Common Stock”) having a fair market value on the date of grant equal to twenty-five thousand dollars ($25,000), as determined based on the closing price of the Common Stock on the Nasdaq Global Market on the date of grant. In accordance with the terms of the 2007 Plan, one-third of the restricted shares of Common Stock granted to Ms. Battershell will vest on each one-year anniversary of the date of grant.

There is no arrangement or understanding pursuant to which Ms. Battershell was appointed to the Board, nor are there any transactions or proposed transactions to which the Company and Ms. Battershell are, or will be, a party. As of the date of this report, Ms. Battershell has not entered into any transaction requiring disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

The following Exhibits are furnished as part of this Current Report on Form 8-K:

Exhibit Number	Description
10.1	Amendment dated February 23, 2016 to Stock Purchase Agreement dated as of February 2, 2016 between the Company and Admiralty Partners, Inc.
10.2	Voting Agreement dated February 23, 2016 among Admiralty Partners, Inc., Robert S. Ehrlich and Steven Esses
99.1	Press release dated February 25, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AROTECH CORPORATION
	(Registrant)
		/s/ Steven Esses
		Name: Steven Esses
		Title: President and Chief Executive Officer

Dated: February 25, 2016

AMENDMENT NO. 1 TO

STOCK PURCHASE AGREEMENT

This AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made as of the 23rd day of February, 2016, by and between Arotech Corporation, a Delaware corporation (the “Company”) and Admiralty Partners, Inc., a Delaware corporation (the “Investor”).

WHEREAS , the parties hereto have entered into that certain Stock Purchase Agreement dated as of February 3, 2016 (the “ Purchase Agreement ”); and

WHEREAS , the Parties desire to amend the Purchase Agreement as set forth herein.

NOW, THEREFORE , in consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions . Any capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

2. Director Designee . The phrase “50% of the Shares” in the first clause at the beginning of Section 7.1(a) is replaced with the phrase “5% of the Company’s outstanding Common Stock” such that the first clause at the beginning of Section 7.1(a) reads as follows:

“So long as the Investor and/or one or more of its Affiliates collectively are the beneficial owners of at least 5% of the Company’s outstanding Common Stock,…”

3. Right of Participation in Future Financings . The following is inserted after Section 7.2:

“7.3 Right of Participation in Future Financings . From the date hereof until such time as the Investor and its Affiliates collectively cease to be the beneficial owners of at least 50% of the Shares, the Investor shall have the right to participate in any subsequent offering by the Company of any equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities (a “Subsequent Financing”) as provided herein.

(a) At least five (5) Business Days prior to the execution of definitive documentation for a Subsequent Financing, the Company shall deliver to the Investor an irrevocable written notice (the ”Offer Notice”) of any Subsequent Financing (the “Offer”), which Offer Notice shall state that it has a bona fide intention to proceed with the Subsequent Financing and shall (w) identify and describe the securities being offered (the “Offered Securities”), (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged and (y) offer to issue and sell to the Investor such Investor’s Pro Rata Amount (as defined below) of the Offered Securities.

(b) To accept an Offer, in whole or in part, the Investor must deliver a written notice to the Company prior to the end of the fifth (5th) Business Day after the Investor’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of the Investor’s Pro Rata Amount that the Investor elects to purchase at the price and on the terms and conditions set forth in the Offer Notice (the “Notice of Acceptance”). Notwithstanding the foregoing, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company shall deliver to the Investor a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after the Investor’s receipt of such new Offer Notice.

(c) The Company shall have sixty (60) days from the expiration of the Offer Period above to offer, issue and sell all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Investor pursuant to a definitive agreement(s), but only upon terms and conditions that are not more favorable to the acquiring person or persons or less favorable to the Company than those set forth in the Offer Notice. If the Company does not enter into an agreement for the sale of the Offered Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder with respect to such issuance of Offered Securities shall be deemed to be revived and such Offered Securities shall not be offered unless first reoffered to the Investor in accordance with this Section 7.3.

(d) In the event the Company shall propose to sell less than all the Offered Securities, then the Company shall so notify the Investor in writing identifying the reduced number or amount of the Offered Securities that it proposes to sell, and the Investor may, within five (5) Business Days after receipt of such written notification, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Investor elected to purchase multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue or sell (including Offered Securities to be issued or sold to Investor prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that Investor so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Investor in accordance with this Section 7.3.

(e) For purposes of this Section 7.3, “Pro Rata Amount” shall mean that portion of such Offered Securities which equals the proportion that the Common Stock then held by the Investor and its Affiliates (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock (collectively, “Derivative Securities”) then held by the Investor and its Affiliates) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Derivative Securities).

(f) Any Offered Securities so purchased by the Investor shall be at the price and on the terms specified in the Offer Notice; provided, however, that the price to be paid for the Offered Securities shall be no lower than the lowest price per security permitted under the applicable requirements of The Nasdaq Stock Market for sales of equity securities to the applicable purchaser of such Offered Securities under this Section 7.3.

(g) The right of participation in this Section 7.3 shall not be applicable to the following securities:

(i) securities issued without consideration as a stock dividend, stock split, split-up or other distribution on all shares of Common Stock;

(ii) shares of Common Stock or options to purchase shares of Common Stock issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company;

(iii) shares of Common Stock actually issued upon the exercise of options or shares of Common Stock actually issued upon the conversion or exchange of convertible securities, in each case provided such issuance is pursuant to the terms of such option or convertible security; or

(iv) securities issued pursuant to the acquisition of another corporation or other entity by the Company by merger, purchase of substantially all of the assets or other reorganization to the stockholders of such other entity as consideration for such acquisition, provided that such issuance is approved by the Board of Directors of the Company.

(h) The rights of the Investor under this Section 7.3 may be assigned by the Investor in whole or in part to any Affiliate of the Investor.

4. No Other Amendments, Modifications or Waivers . Except as expressly set forth herein, (a) nothing contained herein shall be deemed to constitute an amendment, modification or waiver, express or implied, of any term or provision of the Purchase Agreement or any other Transaction Document and (b) the Purchase Agreement and all other Transaction Documents are and shall remain in full force and effect in accordance with their terms.

5. Expenses . The Company acknowledges and agrees that the costs and expenses incurred by the Investor in connection with this Amendment and the Voting Agreement entered into concurrently herewith among the Investor, Steven Esses and Robert Ehrlich, including the reasonable fees and expenses of [●], counsel for the Investor, shall be paid by the Company.

6. Miscellaneous . The provisions of Section 10 ( Miscellaneous ) of the Purchase Agreement shall apply mutatis mutandis to this Amendment.

7. Counterparts; Electronic Signature . This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement. This Amendment may be executed by facsimile or electronic (.pdf) signature and a facsimile or electronic (.pdf) signature shall constitute an original for all purposes.

[ Remainder of Page Intentionally Left Blank ]

IN WITNESS WHEREOF , the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

The Company: AROTECH CORPORATION

By: s/ Steven Esses

Name: Steven Esses

Title: President and CEO

The Investor: ADMIRALTY PARTNERS, INC.

By: s/ Jon B. Kutler

Name: Jon B. Kutler

Title: Chairman and CEO

[ Signature Page to Amendment No. 1 to Stock Purchase Agreement ]

VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”), is made as of the 23rd day of February, 2016 by and among Steven Esses, an individual residing at 13 Koresh Street, Efrat 9043500, Israel (“Esses”), Robert Ehrlich, an individual residing at 21/5 Nahal Soreq Street, Ramat Beit Shemesh 9909129, Israel (“Ehrlich”), and Admiralty Partners, Inc., a Delaware corporation (“Admiralty”). Esses and Ehrlich are referred to individually as a “Stockholder,” and collectively as the “Stockholders.”

WHEREAS , Arotech Corporation, a Delaware corporation (the “Company”), and Admiralty have entered into that certain Stock Purchase Agreement dated as of February 3, 2016 (the “Purchase Agreement”); and

WHEREAS , concurrently with the execution of this Agreement, the Company and Admiralty are entering into Amendment No. 1 to Stock Purchase Agreement (the “Amendment”), and

WHEREAS , the execution of this Agreement by Esses and Ehrlich is a condition to Admiralty’s execution of the Amendment.

1. Voting Provisions Regarding Board of Directors .

1.1 Admiralty’s Director Designee . Each Stockholder agrees to vote, or cause to be voted, all shares of Voting Stock owned by such Stockholder or any Affiliate (as defined in the Purchase Agreement) of such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary, at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, to ensure that one person designated by Admiralty (the “Investor Designee”) shall be elected a director of the Company and shall remain a director of the Company for so long as Admiralty and/or one or more of its Affiliates collectively are the beneficial owners of at least 50% of the Shares (as defined in the Purchase Agreement). The Investor Designee shall initially be Jon Kutler; provided, however, that any subsequent Investor Designee shall have had previous experience serving as a director of a public company and shall meet the independence standards of the Nasdaq Stock Market or any other exchange or trading market on which the Company’s securities shall trade or be listed; provided further, that no person listed on Schedule 7.1 of the Purchase Agreement shall be an Investor Designee. All Stockholders agree to execute, and to cause each of their Affiliates to execute, any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors. For purposes of this Agreement, the term “Voting Stock” shall mean and include any securities of the Company the holders of which are entitled to vote for members of the Board, including all shares of Common Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.

1.2 Failure to Designate a Board Member . In the absence of any designation by Admiralty, the director previously designated by Admiralty and then serving shall be reelected if still eligible to serve as provided herein.

1.3 Removal of Board Members . Each Stockholder also agrees to vote, or cause to be voted, all Voting Stock owned by such Stockholder or any Affiliate of such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

(a) no director elected pursuant this Agreement may be removed from office other than for cause;

(b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.1 shall be filled pursuant to the provisions of this Section 1; and

1.4 No Liability for Election of Designated Directors . Neither Admiralty nor any of its Affiliates, successors or assigns shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

2. Remedies .

2.1 Irrevocable Proxy and Power of Attorney . Each of the Stockholders hereby constitutes and appoints as his proxy, and hereby grants a power of attorney to, Jon Kutler or any other designee of Admiralty, with full power of substitution, with respect to the election of persons as members of the Board in accordance with Section 1 hereof, and hereby authorizes Jon Kutler or such other designee of Admiralty to represent and vote, if and only if such Stockholder (a) fails to vote, or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Stockholder’s shares of Voting Stock in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the parties hereto in connection with the transactions contemplated by this Agreement, the Purchase Agreement and the Amendment, and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 3 hereof. Each of the Stockholders hereby revokes any and all previous proxies or powers of attorney with respect to any of the Voting Stock held by such Stockholder and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 3 hereof, purport to grant any other proxy or power of attorney with respect to any of the Voting Stock, deposit any of the Voting Stock into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Voting Stock which such Stockholder owns or has any right to vote, in each case, with respect to any of the matters set forth herein. Each of the Stockholders hereby agrees to cause each of his Affiliate to grant a proxy and power of attorney identical to that described in this Section 2.1 immediately upon request of Admiralty.

2.2 Specific Enforcement . Each of the Stockholders acknowledges and agrees that Admiralty will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that Admiralty shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction.

2.3 Remedies Cumulative . All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

3. Term . This Agreement shall be effective as of the date hereof and shall continue in effect until and shall terminate upon Admiralty and its Affiliates collectively ceasing to be the beneficial owners of at least 50% of the Shares (as defined in the Purchase Agreement).

4. Miscellaneous .

4.1 Successors and Assigns . This Agreement may not be assigned by a party hereto without the prior written consent of the other parties; provided, however, that Admiralty may assign its rights and delegate its duties hereunder in whole or in part to an Affiliate. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Without limiting the generality of the foregoing, in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another entity, from and after the effective time of such transaction, the term “Company” shall be deemed to refer to such entity and the term “Shares” shall be deemed to refer to the securities received by Admiralty in connection with such transaction. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

4.2 Counterparts; Faxes; Email . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be delivered by facsimile or other form of electronic transmission, including the sending of an electronic scan of an original by email, which shall be deemed an original.

4.3 Titles and Subtitles . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

4.4 Notices . Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given as hereinafter described (a) if given by personal delivery, then such notice shall be deemed given upon such delivery, (b) if given by telecopier or email, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (c) if given by mail, then such notice shall be deemed given upon the earlier of (i) receipt of such notice by the recipient or (ii) three days after such notice is deposited with the United States Postal Service in first class mail, postage prepaid, and (d) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one Business Day after delivery to such carrier in the United States. All notices shall be addressed to the party to be notified at the address as follows, or at such other address as such party may designate by ten days’ advance written notice to the other party:

If to Esses:

[●]

If to Ehrlich:

[●]

If to Admiralty:

[●]

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

[●]

4.5 Expenses . In the event that legal proceedings are commenced by any party to this Agreement against another party to this Agreement in connection with this Agreement, the party or parties which do not prevail in such proceedings shall severally, but not jointly, pay the reasonable attorneys’ fees and other reasonable out-of-pocket costs and expenses incurred by the prevailing party in such proceedings.

4.6 Amendments and Waivers . Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the parties hereto. Any amendment or waiver effected in accordance with this paragraph shall be binding upon the parties hereto and their respective successors and permitted assigns.

4.7 Severability . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable in any respect.

4.8 Entire Agreement . This Agreement, including the Exhibit, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.

4.9 Further Assurances . The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

4.10 Construction . The parties agree that they and/or their respective counsel have reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments thereto.

4.11 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial . This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware located in Wilmington, Delaware and the United States District Court for the District of Delaware for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER .

4.12 Delays or Omissions . No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default previously or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

4.13 Stock Splits, Stock Dividends, etc. In the event of any issuance of shares of the Company’s voting securities hereafter to any of the Stockholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such shares shall become subject to this Agreement.

4.14 Manner of Voting . The voting of shares of Voting Stock pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law. For the avoidance of doubt, voting of shares of Voting Stock pursuant to the Agreement need not make explicit reference to the terms of this Agreement.

4.15 Aggregation of Stock . All Shares held or acquired by a party and/or its Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

[ Signature Page Follows ]

IN WITNESS WHEREOF , the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

s/ Steven Esses

STEVEN ESSES

/s/ Robert S. Ehrlich

ROBERT EHRLICH

ADMIRALTY PARTNERS, INC.

By: s/ Jon B. Kutler

Name: Jon B. Kutler

Title: Chairman and CEO

[Signature Page to Voting Agreement]

FOR IMMEDIATE RELEASE

Arotech Director Seymour Jones Resigns for Health Reasons; Carol J. Battershell Appointed to His Seat

As previously announced, Jon B. Kutler also joins Arotech’s Board

Ann Arbor, Michigan – February 25, 2016 – Arotech Corporation (Nasdaq GM: ARTX) announced today that Prof. Seymour Jones, a director and Chairman of Arotech’s Audit Committee, has resigned from the Board for health reasons, effective immediately. Kenneth Cappell, a current director and Audit Committee member, will become Chairman of Arotech’s Audit Committee.

“It is with real regret that we accept with understanding Sy Jones’s resignation for health reasons,” noted Arotech Executive Chairman Robert S. Ehrlich. “We hope that Sy enjoys many years of health and happiness with family, and send him our deepest gratitude for his many years of service to Arotech. We also thank Ken Cappell for taking on the role of Chairman of our Audit Committee,” said Ehrlich.

The Board appointed Carol J. Battershell to Prof. Jones’s position as a Class II director with a term expiring at Arotech’s annual meeting of stockholders in 2017. Ms. Battershell will also join Arotech’s Audit Committee.

Ms. Battershell, 54, currently serves as the Deputy Director for Energy Systems in the Office of Energy Policy and Systems Analysis (EPSA), whose role is to deliver unbiased energy analysis to the Department of Energy’s (DOE) leadership on existing and prospective energy-related policies. Ms. Battershell joined the DOE in 2008 in Energy Efficiency and Renewable Energy. She served first as a Senior Advisor with a focus on technology commercialization and then as Executive Director of Field Operations from 2010 to 2013, when she then moved to her current position with the EPSA. Prior to joining the DOE, Ms. Battershell spent 25 years in the energy industry, with BP, plc, and before that with Standard Oil (which was purchased by BP). Her last roles at BP included Vice President, Policy and Strategy for BP Alternative Energy (2005-2008), where she was instrumental in developing the strategy and business case for an $8.0 billion investment to launch and grow the new BP Alternative Energy division, and Director, BP Renewables and Alternative Fuels (2002-2005), where she directed BP’s global activities in hydrogen research, their European wind business, as well as managing BP’s green energy consulting start-up company. Additional energy industry positions have included operations and strategy roles in retail fuels marketing, strategy and financial roles in business-to-business fuels marketing, as well a corporate role in environmental policy and development roles as chief of staff to two of BP’s most senior executives. She began her career as a refinery engineer in Ohio. Ms. Battershell holds a B.S. in engineering from Purdue University in West Lafayette, Indiana, and an MBA from Case Western Reserve University in Cleveland, Ohio.

“We welcome Carol Battershell to Arotech’s Board,” stated President and CEO Steven Esses. “Carol’s many years in the energy industry, both in the private and the public sector, make her experience highly relevant to our business, and we look forward to her bringing the benefit of that experience to our Board,” concluded Esses.

Arotech also announced that, as discussed in a previous press release, Jon B. Kutler has joined Arotech’s Board, which has been expanded to eight directors. Mr. Kutler will serve as a Class I director until the Company’s annual meeting of stockholders in 2018. Mr. Kutler, 59, is currently chairman and CEO of Admiralty Partners, Inc., a private equity investment firm. After service in the U.S. Navy and nearly a decade on Wall Street, Mr. Kutler founded Quarterdeck Investment Partners, an international investment bank focused on the global aerospace and defense markets. He sold Quarterdeck to Jefferies & Company in 2002 to focus on private equity investments under Admiralty Partners. Mr. Kutler is a recognized investor, investment banker and expert in the aerospace and defense industries. Mr. Kutler has been profiled in numerous international trade and business publications and television and has been a leading voice regarding trends in the aerospace and defense sectors. He is a Trustee of the California Institute of Technology, where he serves as chairman of the Jet Propulsion Laboratory and as a member of the Technology Transfer Committee. From January 2011 until its sale in February 2016, Mr. Kutler served on the Board of Directors of TeleCommunication Systems, Inc. Mr. Kutler is a graduate of the United States Naval Academy and holds a Bachelor of Science degree in Naval Architecture. He received his Masters of Business Administration from Harvard University.

About Arotech Corporation

Arotech Corporation is a leading provider of quality defense and security products for the military, law enforcement and homeland security markets, including multimedia interactive simulators/trainers and advanced zinc-air and lithium batteries and chargers. Arotech operates two major business divisions: Training and Simulation, and Power Systems.

Arotech is incorporated in Delaware, with corporate offices in Ann Arbor, Michigan, and research, development and production subsidiaries in Michigan, South Carolina, and Israel. For more information on Arotech, please visit Arotech’s website at www.arotech.com .

Investor Relations Contacts:

Brett Maas / Rob Fink

Hayden IR

(646) 536.7331 / (646) 415.8972

ARTX@haydenir.com

Except for the historical information herein, the matters discussed in this news release include forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect management’s current knowledge, assumptions, judgment and expectations regarding future performance or events. Although management believes that the expectations reflected in such statements are reasonable, readers are cautioned not to place undue reliance on these forward-looking statements, as they are subject to various risks and uncertainties that may cause actual results to vary materially. These risks and uncertainties include, but are not limited to, risks relating to: product and technology development; the uncertainty of the market for Arotech’s products; changing economic conditions; delay, cancellation or non-renewal, in whole or in part, of contracts or of purchase orders (including as a result of budgetary cuts resulting from automatic sequestration under the Budget Control Act of 2011); and other risk factors detailed in Arotech’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and other filings with the Securities and Exchange Commission. Arotech assumes no obligation to update the information in this release. Reference to the Company’s website above does not constitute incorporation of any of the information thereon into this press release.

Important Information

AROTECH WILL FILE A PROXY STATEMENT IN CONNECTION WITH ITS 2016 ANNUAL MEETING OF STOCKHOLDERS AND ADVISES STOCKHOLDERS TO READ THAT PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain a free copy of that proxy statement and other documents (when available) that Arotech files with the Securities and Exchange Commission (the “Commission”) at the Commission’s website at http://www.sec.gov and at Arotech’s website at http://www.arotech.com . In addition, copies of the proxy materials may be requested by contacting our proxy solicitor, Alliance Advisors LLC, at (888) 991-1298 toll-free or by e-mail at artx@allianceadvisorsllc.com .

Arotech, its directors and its nominees to stand for election at its 2016 annual meeting of stockholders may be deemed to be participants in the solicitation of proxies in connection with that meeting. These persons may have interests in the solicitation by reason of their beneficial ownership of shares of Arotech’s common stock and by virtue of agreements and arrangements with Arotech. Information about the beneficial ownership of the directors (other than Carol J. Battershell and Jon B. Kutler) is available by accessing Arotech’s proxy statement filed with the Commission on March 30, 2015, as supplemented by such changes that have been or will be reflected on Forms 3, 4 and 5 filed with the Commission and that will be reflected in Arotech’s proxy statement for the 2016 annual meeting of stockholders. Ms. Battershell does not beneficially own any Arotech securities as of the date hereof. Admiralty Partners, Inc. (“API”) and certain other entities affiliated with Mr. Kutler beneficially own 1,650,700 shares of Arotech common stock. API has the right to designate one person for election to the Board for so long as API and its affiliates continue to beneficially own at least 5% of the shares of common stock outstanding. API and Messrs. Robert S. Ehrlich and Steven Esses, the Company’s Executive Chairman of the Board and President and Chief Executive Officer, respectively, also agreed separately that Messrs. Ehrlich and Esses would vote their shares of common stock in favor of any API designee nominated by the Nominating Committee of the Board of Directors of the Company for election to the Board. In addition, as disclosed in Arotech’s Current Report on Form 8-K filed February 3, 2016, API agreed to vote its shares of common stock in accordance with the instructions of Arotech’s management in certain circumstances. Arotech’s nominee for director, Rear Admiral (Ret.) James J. Quinn, who is not currently an Arotech director, has an interest in being nominated and elected as a director of Arotech, but as of the date hereof does not beneficially own any Arotech securities.