20-F/A









Exhibit 4.5  


English Translation of
Hebrew Language
Order Form and Warrant  





Full and accurate name of the
institutional investor:                

Contact person and direct telephone number:               

Fax number:                    

Date:                   



Unit Order Form  



		
		
		
		
		
	To	To
	Pointer Telocation Ltd.
	1 Kurazin St., Givatayim
	(Hereinafter: "the Company") 	(Hereinafter: "the Issue Director") 






Re:
Pointer Telocation Ltd. – Private Issue of Ordinary Shares and Non-
Transferrable
Warrants  



	1.  	We
hereby submit to Pointer Telocation (hereinafter: "the Company") an irrevocable
bid to purchase _________ units, in the framework of the private issue of
ordinary shares with a nominal value of NIS 3.00 (hereinafter: "Ordinary
Shares") and non-transferrable warrants convertible into Ordinary Shares
(hereinafter: "Warrants,") the conditions and documents of which we have
inspected and which are acceptable to us.  







	 	
Each
unit comprises 42,500 Ordinary Shares which shall be issued against the sum of USD 467,500
(USD 11 per Ordinary Share), together with Warrants for the purchase of 21,250 Ordinary
Shares at an exercise price of USD 13, which shall be issued for no consideration. 






	2.  	The
 conditions  of the  Warrants  are set  forth  in the  Warrant  forwarded  for our
 review  and        inspection.






	3.  	If
we receive written notice of the full or partial acceptance of our bid by the
Company (hereinafter: "Notice of Acceptance,") we undertake to pay the Company
the full consideration on account of the total units issued to us, as shall be
stated in the Notice of Acceptance, on such date as shall be determined in the
Notice of Acceptance. 














	4.  	With
regard to our proposal, we hereby irrevocably undertake, declare, and confirm
that the Ordinary Shares and Warrants are purchased by us, for ourselves,
not for the purpose of distribution or sale to others, not on behalf of or
for others, and not for our clients, except solely on conditions in accordance
with the Securities Law, 5728-1968 (hereinafter: "the Law.") This declaration
also applies regarding the Shares issuable upon the exercise of the Warrants. 






	5.  	We
are aware that the Ordinary  Shares and Warrants  which shall be issued to us, if any,
 shall be        issued as is, without any declaration,  presentation,  or
indemnification by the Company and/or the        Director of the Issue,  free of any
debt,  attachment,  lien, and/or other third party right. We do        not and shall not
have any claim or suit  against the Company  and/or  against the  Director of the
       Issue,  associated  companies of either  thereof,  and/or the  directors  and/or
 employees  and/or        consultants  and/or  representatives  and/or  directors
 thereof and/or any person acting on behalf        thereof in any matter  concerning
 and/or connected with the Company and/or its status,  its assets        and/or its
liabilities, and/or in connection with the Ordinary Shares and/or the Warrants.






	6.  	The
sale of the  Ordinary  Shares and  Warrants by us shall in any case be effected  subject
to the        restrictions  and  holding  provisions  of the  Law  and  the  regulations
 enacted  in  accordance        therewith, and/or the US securities laws, as the case may
be.






	7.  	We
confirm that we have the  financial,  economic,  and  commercial  capability  and
 experience to        analyze the  investment  in the  Company's  securities,  to
estimate the risks and prospects of the        transaction and to undertake its execution.






	8.  	We
confirm that we are an Israeli entity included in one of the types of  corporations
 detailed in        the First  Addendum to the Law,  and we further  declare and
 undertake  as stated in Appendix A to        this order form.














	9.  	We
have read and inspected the issue documents,  including,  without derogating from the
generality        of the above, the conditions of the Warrants, and these are clear and
acceptable to us.






	10.  	We
confirm that we are aware that,  in  accordance  with the results of the tender,  it is
possible        that our bid shall not be  accepted,  or shall be  accepted  partially
 so that the number of units        actually  issued to us shall be lower  than the
 total  number of units  proposed  by us above;  we        further  confirm  that we are
aware that the Company  and/or the Director of the Issue are entitled        to
 determine  or to change  the scope of the  issuance,  and to  postpone  or cancel  the
issue of        units,  all at their  exclusive  discretion.  The  Notice of  Acceptance
 for this  purpose  may be        delivered to us by dispatch to the fax number noted
above.






	 	
In
the event that our bid herein is not accepted by the Company, we shall not have any claim
and/or suit and/or demand vis-à-vis the Company and/or the Director of the Issue
and/or companies associated with either thereof, and/or the directors and/or employees
and/or consultants thereof, and/or any person on behalf thereof. 






                
                            
                      [Stamp and Signature]


        Date         Name of Signatory          Stamp and Signature 



	
Bank
/ Stock Exchange member __________________________ 





	 	Full
name of institutional investor: __________________________ 

Contact person and direct phone number: _____________________ 

Fax number: ____________________________________________ 

Date: __________________________________________________ 





	Account
for financial debit: Bank: ___________ Branch no.: ___________ Account no. ___________














Appendix A to the
Order Form 



Presentations and
Undertakings of the Entities Ordering the Units  



	1.  	The
entity ordering the units / holder of the Warrant (hereinafter: "Holder") understands
and is aware that the Ordinary Shares and Warrants (hereinafter: "the
Securities") of Pointer Telocation Ltd. ("the Company") are not registered by
the Company in accordance with the United States Securities Act of 1933
(hereinafter "the US Securities Act") or any other securities law in any of
the states of the United States of America, and that the issue of the Securities is
executed on the basis of an exemption from registration granted in accordance
with the regulation known as Regulation S under the US Securities Act on account
of the offer and sale of securities outside the United States (hereinafter:
"Regulation S.")  






	2.  	The
Holder hereby represents, declares, and undertakes that:






	 	A. 	The
Holder is a resident of Israel and is not, and has not, since signing the
               Order Form in connection with the private placement, been a US Person (as
               defined in the US Securities Law) (hereinafter: “a US Person.”)
               At the time of purchasing the Securities, we do not intend or plan to
execute a                distribution in the USA of the Securities (including Shares
issuable upon the                exercise of the Warrants acquired in the private
placement). Accordingly, the                Company can duly base itself on the exemption
stated in Regulation S. The Holder                shall not incorporate under the laws of
any of the states of the United States                and shall not incorporate for the
purpose of investment in securities that are                not registered for trade
under the US securities laws. 






	 	B. 	The
Holder understands that the Securities, including the Ordinary Shares of the
               Company to be issued upon the exercise of the Warrants, are offered and
sold                thereto (including the Company’s reliance on the exemption from
               registration under Regulation S) on the basis of the veracity and accuracy
of                its representations, declarations, undertakings, documents,
authorizations, and                understandings as made thereby in this document above
and below, for the purpose                of the Company’s decision regarding the
applicability of the exemption from                the registration of securities in
accordance with Regulation S, on which the                Company is relying. 














	 	C. 	At
the time of (a) the offering of the Securities by the Company, and (b) the
               acceptance of the bid thereby, the Holder was outside the USA. Likewise,
it was                not present in the USA as of the date of exercise of the Warrants. 






	 	D. 	No
offer was made in the USA to the Holder or to any person on its behalf to
               acquire the Securities or the Ordinary Shares of the Company, or to
participate                in any other manner in the transactions proposed in the issue. 






	 	E. 	The
Holder is not acquiring the Securities, and shall not acquire by means of
               the exercise or conversion of the Securities, any Ordinary Share in the
Company                in the name or on behalf of, or with the intention of distributing
to, a US                Person in violation of the registration requirements under the US
Securities                Act. 






	 	F. 	Any
offer or sale by the Holder of the Securities and/or of the Ordinary Shares
               of the Company that shall be received from the exercise or conversion of
the                Securities shall be executed either: (a) outside the USA in accordance
with                Regulation S, or (b) in the framework of registration in accordance
with the US                Securities Act, or (c) in accordance with exemption from
registration granted                under the US Securities Act or a regulation thereof. 






	 	G. 	The
Holder does not have any plan or intention to sell the Securities or the
               Ordinary Shares of the Company that shall be received from the exercise or
               conversion of the Securities in the United States or to any US Person, at
any                predefined time, and the Holder has not made any arrangement in
advance for the                purpose of the sale of the Securities or of the Ordinary
Shares of the Company                that shall be received from the exercise or
conversion of the Securities, and is                not serving as a distributor
therefor. 














	 	H. 	A
legend shall appear on the Securities and the Ordinary Shares of the Company
               that shall be issued upon the exercise or conversion of the Securities to
the                effect that their transfer is prohibited, unless it is effected in
accordance                with the conditions of Regulation S, in the framework of
registration under the                US Securities Act, or in accordance with an
exemption from registration granted                in accordance with the US Securities
Act or a regulation thereof, and that                hedging transactions in connection
with the above-mentioned shall be undertaken                solely in accordance with the
US Securities Act. 






	 	I. 	The
Holder is not purchasing the Securities or the Ordinary Shares of the
               Company received from the exercise or conversion of the Securities, as a
               transaction (or as part of a series of transactions) forming part of a
plan or                scheme to evade the conditions of registration of the US
Securities Act. 






	 	J. 	The
Holder understands and is aware that no securities authority and no federal
               or state regulatory authority has (a) recommended the Security or the
Ordinary                Shares of the Company received from the realization or conversion
of the                Securities, (b) verified the veracity of any information regarding
the Company                given to the Holders, or (c) determined that the information
given as stated is                adequate. The Holder understands that the making of any
presentation contrary to                the content of this section 2.J. above
constitutes a criminal offense. 






	 	K. 	The
Holder understands and is aware of the fact that his representations,
               declarations, undertakings and agreements in accordance with this Appendix
shall                be valid even after the signing and issuance of the units (Ordinary
Shares and                Warrants), the purchase and conversion of Securities or their
exercise into                Company shares, and the sale of the securities or the said
Company shares                received thereby. 






	 	L. 	Until
the issuance of the Securities, we undertake to inform you of any change
               in the data as stated above. 



















POINTER TELOCATION LTD.  




Dear Sir/Madam: 



Re: Warrant  



You are hereby granted a Warrant to
purchase 5,500 ordinary shares of Pointer Telocation Ltd. with a nominal value of NIS 3.00
each, under the terms specified herein below: 



	1.  	Definitions  






	 	1.1 	“The
Company” – Pointer Telocation Ltd.  






	 	1.2 	“The
Warrant Holder” ___________  






	 	1.3 	“Exercise
Shares” – __________ ordinary shares of the Company of a nominal value of
NIS 3.00 each, with rights equivalent to the other ordinary shares in the Company’s
capital, subject to this Warrant. 






	 	1.4 	“Exercise
Price” -$13 (thirteen US dollars) per share. 






	 	1.5 	“Warrant
Exercise Period” – The period between the date of this Warrant and December
12, 2011. 






	 	1.6 	“Date
of Exercise” – The date of receiving notice of exercise by the Company in
accordance with the conditions of exercise specified herein. 






	 	1.7 	“Date
of Completion” – The date of consummation of the Investment Agreement dated
January 12, 2007, among the Company, the Warrant Holder and additional investors. 






	2.  	Warrants
Exercise  






	 	2.1	Notice
in respect of the exercise of the Warrant shall be delivered to the Company at the
abovementioned address (or at any other address to be conveyed to the Warrant Holder by
the Company) in writing by the Warrant Holder and shall be viewed as if it were received
by the Company at the time of delivery thereof, if delivered personally, and within five
business days from the date it was delivered to the Post Office, if sent by registered
mail. The Company shall allot and deliver to the Warrant Holder the Exercise Shares in
respect of which exercise notice was given, free of any encumbrance, debt, lien or any
other third party right whatsoever (excluding rights determined in the Company’s
articles of association) within fourteen business days from receipt of the exercise
notice, as aforesaid, against receipt of the Exercise Price in full for that portion of
the Exercise Shares in respect of which the exercise notice was given.














	 	2.2 	The
company shall act to register the Warrant Holder in the shareholders register of the
Company as the holder of that portion of the Exercise Shares in respect of which the
exercise notice was given, up to no later than 7 (seven) business days following receipt
of the Exercise Price in full as regards that portion of the Exercise Shares in respect
of which the exercise notice was given. 






	3.  	Except
as provided in this Warrant,  the Warrant or any part thereof is not  transferable to
         others in full or in part.  This Warrant shall not be  registered  for trade on
the Tel Aviv          Stock Exchange Ltd. (hereinafter: "the TASE") or on any other stock
exchange.






	4.  	Adjustments  






	 	
The
Company hereby undertakes that during the Warrant Exercise Period, the following
provisions shall apply to protect the rights of the Warrant Holders: 






	 	4.1 	Adjustments
Due to Combinations or Splits 






	 	
If
the Company shall combine the ordinary shares of nominal value of NIS 3.00 of its issued
and outstanding share capital into shares of a higher nominal value or split such shares
into shares with a lower nominal value (“Reorganization”), the Warrant
shall apply to the number of ordinary shares of the Company created as a result of the
Reorganization and the adjusted exercise price shall be equivalent to the original number
of Exercise Shares multiplied by the original Exercise Price divided by the number of
Exercise Shares created, as aforesaid, as a result of the Reorganization. 














	 	4.2 	Adjustments
Due to Merger 






	 	
If
the Company shall merge with another company and, as a result of the merger, the Company
shares shall be replaced with the shares of the other company (“the  New
Shares”), the Warrant shall apply to the same number of New Shares which would
have been obtained by the Warrant holder had it exercised the Warrant prior to completion
of the merger (instead of the Exercise Shares that would have been obtained by the Warrant
Holder as a result of such exercise) and the adjusted Warrant price shall be equal to the
number of Exercise Shares subject to the Warrant prior to the merger multiplied by the
original Exercise WarrantPrice and divided by the number of New Shares that would be
obtained by the Warrant Holder had he exercised the Warrant prior to the completion of the
merger (in place of the Exercise Shares that would have been obtained by the Warrant
Holder as a result of such exercise). 






	 	4.3 	Adjustments
Due to Distribution of Bonus Shares, Issuance of Rights and Dividends 






	 	
In
the event that, during the period of this Warrant, the Company shall distribute bonus
shares to holders of ordinary shares with a nominal value of NIS 3.00, the rights of the
holder of the Warrant shall be maintained in the following manner: immediately following
the date determined for the distribution of bonus shares (“the Effective
Date”), the number of Exercise Shares shall increase by the addition of the
number and type of shares to which the Warrant Holders were entitled as Exercise Shares
had they exercised the Warrant (which has yet to be exercised) immediately prior to the
Effective Date. The number of Exercise Shares to which the Warrant Holders are entitled
shall be adjusted solely in the event of the distribution of bonus shares, as provided in
this Section 4.3, but not in the event of any other issuances whatsoever (inclusive of
issuances to interested parties). The right of the Warrant Holders to receive Company
securities in the event of distribution of bonus shares, as provided in this section,
shall apply solely from the Exercise Date of the Warrant and solely in relation to the
Warrants actually exercised by the Warrant Holders. 














	 	
In
the event the Company issues rights to shareholders, on the day of the
“ex-rights” the Exercise Price of each Warrant shall be reduced in an amount
equivalent to the benefit component. For this purpose, “the Benefit Component”
signifies the difference between the price of a Company share, which, according to the
prospectus for the issue of rights served as the basis for calculating the share price of
“ex-rights,” as stated in the prospectus, and the share price of
“ex-rights” as stated in the aforesaid prospectus. The Exercise Price shall not
in any event be less than the nominal value of the share. 






	 	
In
the event that the Company makes a cash payment of a dividend to its ordinary
shareholders, on the day of the “ex-dividend,” the Exercise Price of each
Warrant shall be reduced in the amount of the dividend that was paid in respect of each
Company share. In no event shall the Exercise Price shall be less than the nominal value
of the share. 






	5.  	Expiry  






	 	
Any
part of the Warrant that failed to be exercised prior to the termination of the Warrants
Exercise Period shall expire upon termination of the Warrants Exercise Period and shall
not grant the holder of the Warrant any right whatsoever. 














	6.  	Restriction
on Transfers  






	 	
The
Warrant and rights attached thereto or ensuing therefrom shall be transferable solely to a
transferee who is: (i) an investor listed with the types of investors included in the
First Addendum to the Securities Law, 5728-1968 (hereinafter: “the Law”)
according to Section 15A (b)(1) of the law (ii) subject to the holding provisions in the
Securities Law, 5728-1968 and (iii) subject to the transferee declaring it is a resident
of Israel and is not exercising the shares on behalf of another who is not a resident of
Israel. Likewise, the transfer of this Warrant and the Exercise Shares (or New Shares that
replace the Exercise Shares, as aforesaid in Section 4.2) is prohibited unless it is made
in accordance with the regulation known as Regulation S under the US securities laws or
within the context of registration under the US securities laws or in accordance with an
exemption from registration, provided in accordance with the US securities laws or a
regulation thereof. Likewise, hedging transactions in connection with this Warrant and
Exercise Shares (or New Shares that replace the Exercise Shares, as aforesaid in section
4.2) shall not be executed unless in accordance with the US securities laws. A Warrant
Holder shall sign any document it is required to sign pursuant to any law, pursuant to the
Company’s articles of association or pursuant to the provisions of the Nasdaq Market
for the allocation of Exercise Shares by the Company to the Warrant Holder and fulfillment
of all rules of the applicable securities laws. Without derogating from the aforesaid, the
Company’s Board of Directors is authorized to empower a director of the company or
the secretary thereof to sign in the name of and on behalf of the Warrant Holder any
application, agreement and/or document necessary to complete the allocation of the
Exercise Shares. 






	 	
It
is hereby clarified that the Warrant and Exercise Shares have not been and shall not be
registered under the United States Securities Act of 1933, as amended from time to time
(hereinafter: “the US Securities Act”) or the securities laws of any
state whatsoever in the United States and the Warrant may not be exercised by any US
Person, as defined in the US Securities Act, unless there is an exemption from
registration as aforesaid. On the share certificates that are allocated against the
Exercise Shares to any person or to a company concerning which there are reasonable
grounds to assume that it is a US Person, the following legend shall appear: 














	 	
“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (“THE US SECURITIES
ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY (A) TO THE CORPORATION (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF
REGULATION S UNDER THE US SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND
REGULATIONS, OR (C) INSIDE THE UNITED STATES IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE US SECURITIES ACT AND, IN ANY EVENT, IN COMPLIANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS OF THE UNITED STATES. IN CONNECTION WITH ANY TRANSFER PURSUANT TO THE
FOREGOING CLAUSE (C), THERE MUST BE FURNISHED TO THE CORPORATION A WRITTEN OPINION OF
COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF ALL APPLICABLE UNITED STATES FEDERAL AND STATE
SECURITIES LAWS.” 






	7.  	Miscellaneous  






	 	7.1	
Any tax, levy or obligation that is imposed, if such is imposed, by any authority
whatsoever due to the allocation of this Warrant and/or in respect of the allocation of
the Exercise Shares – shall apply to the Warrant Holder, who shall pay it.






	 	7.2	
Until the exercise of the Warrant, the Warrant Holder shall not be deemed a shareholder of
the Company by virtue only of its holding the Warrant and shall not be entitled to any
rights of a shareholder in the Company.














	 	7.3	
The Company shall reserve a sufficient quantity of ordinary shares of the Company of
nominal value of NIS 3.00 each in its registered capital to ensure the performance of the
exercise of rights, pursuant to the Warrant.






	 	7.4	
The signature of the Company on this Warrant constitutes the confirmation that the Board
of Directors of the Company has duly approved granting of this Warrant and the issuance of
the Exercise Shares issuable thereunder.






	 	         7.5 	The
 addresses  of the parties for all intents and  purposes  with  respect to this
                  Warrant shall be as follows:









	  	 	The Company: 	The Warrant Holder: 






	 	Pointer
Telocation Ltd. 

1 Korazin St. 

Givatayim 







	 	7.6	
This Warrant shall be interpreted under Israeli law and the courts in Tel-Aviv-Jaffa shall
have the jurisdiction to hear any dispute connected to this Warrant.






Yours truly, 



Pointer Telocations Ltd.

By: Yossi Ben-Shalom

Title:   Chairman of the Board of Directors





We authorize the above Warrant and
agree to the provisions thereof. 









	 _____________________ 

Date
	___________________________

HOLDER