0001178913-13-000301 Sample Contracts

UTA Capital LLC West Orange, NJ 07052 November 6, 2012
Lapis Technologies Inc • February 8th, 2013 • Electronic components & accessories • New York

Reference is hereby made to (i) the Warrant dated as of September 1, 2011 issued by Lapis Technologies Inc., a Delaware corporation (“Lapis”), to UTA Capital LLC, a Delaware limited liability company (“UTA”) (the “2011 Warrant”), and (ii) the Warrant dated as of September 6, 2012 issued by Lapis to UTA (the “2012 Warrant” and, together with the 2011 Warrant, the “Warrants”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrants.

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MANAGEMENT AND CONSULTING AGREEMENT
Management and Consulting Agreement • February 8th, 2013 • Lapis Technologies Inc • Electronic components & accessories

This Management and Consulting Services Agreement (the “Agreement”) dated November 26, 2012 is effective as of November 1, 2012, by and between Lapis Technologies Inc., a Delaware corporation of 70 Kinderkamack Road, Emerson, New Jersey 07630, the United States of America (hereinafter: “LAPIS”) and D.L. Capital Ltd, an Israeli corporation organized under the laws of the State of Israel of 16 Hacharoshet St., Or Yehuda, the State of Israel and/or any other entity under the control of David Lucatz (“DL CAPITAL”). (DL CAPITAL and LAPIS are hereinafter referred to collectively as the “Parties” and individually as a “Party”.)

Agreement Made and entered into in Azur on 8 of February, 2013
Agreement • February 8th, 2013 • Lapis Technologies Inc • Electronic components & accessories

This Agreement is made for a limited period of three years, commencing on November 1, 2012 (the "Effective Date") and subject to provisions regarding the termination thereof, as specified in Section 8 below (the "Agreement Period").

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