Exhibit
10.2


 


CONSULTING
AGREEMENT


 


This
Consulting Agreement (the “Agreement”) is made and entered into this day of ___________, 2018, by and between
Enertec Systems 2001 Ltd., an Israeli corporation with its principal address at 8 Hanapah St., Karmiel 2165314, Israel
(hereinafter: “Enertec” or the “Company”), Coolisys Technologies, Inc., a Delaware
corporation (“Coolisys” or Buyer”), DPW Holdings, Inc., a Delaware corporation (“DPW”),
Micronet Enertec Technologies, Inc., a Delaware Corporation (“MICT”), and Mr. David Lucatz, Israeli
ID# ________, an individual residing at ____________ (“Lucatz”) (MICT and Mr. Lucatz, jointly and severally,
the "Consultant"). (Enertec, Coolisys, DPW and the Consultant are hereinafter referred to collectively as the
“Parties” and individually as a “Party”.)


 


WHEREAS,
on even date hereof (the “Closing Date”), Buyer has acquired the entire share capital of Enertec pursuant to
a share purchase agreement dated December 31st , 2017 (the “SPA”) executed between Buyer, Enertec,
Enertec Management Ltd. and MICT (the “Transaction”);


 


WHEREAS,
as a pre-condition for the closing of the Transaction, and in view of the significant experience, expertise and capabilities of
Lucatz in the electronic defense industry in the areas of finance, business development, management and other matters relating
to the specific business and operations of Enertec, Buyer, as a condition for the closing of the Transaction and in order to support
its efforts to maximize the business performance of Enertec following the closing of the Transaction, has required MICT, personally
and exclusively using Lucatz, to provide certain consulting services of Lucatz to Enertec, effective as of the Closing Date and
for the duration herein;


 


WHEREAS,
Buyer has required MICT, personally and exclusively using Lucatz to take a lead role in approaching the banks and get their
approval to the SPA without reducing the loans and credit lines available to the Company; and


 


WHEREAS,
MICT and Lucatz have agreed to render the Services (as defined herein below) to Enertec on the terms and conditions set forth
in this Agreement.


 


NOW,
THEREFORE, in consideration of the premises and of the mutual promises, covenants, agreements, undertakings, representations
and warranties herein contained, the Parties hereto agree as follows:


 


		1.	Preamble
                                         and Headings



 


		1.1	The
                                         preamble and exhibits to this Agreement and the statements of the Parties contained herein,
                                         constitute an inseparable part hereof.



 


		1.2	The
                                         headings in this Agreement are for purposes of reference only, are not a material part
                                         hereof and shall not be used in its interpretation.



 


		2.	Engagement



 


Enertec
hereby engages MICT, using Lucatz personally and exclusively as set forth hereunder, to provide it with consulting and management
services in relation to the strategic, business finance and operations affairs of Enertec, which shall include, business development
services, marketing and general management services, operational and financing issues, banks, credit and investment banking services
(the “Services”); MICT and Lucatz agree to provide such Services, upon the terms and conditions set out herein.


 


		3.	Services



 


		3.1	The
                                         Consultant shall provide Enertec with the Services during the Term (as defined below)
                                         of this Agreement. Since the performance of the Services requires the specific expertise,
                                         skills, experience and knowledge of Lucatz, the Services will be performed by MICT exclusively
                                         through Mr. Lucatz personally unless otherwise agreed in writing by the Parties.



 






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		3.2	The
                                         Services shall be rendered at such time and scope coordinated by the Parties as necessary
                                         to the Company (but in no event to exceed 20% full time position (the “Scope”).
                                         Parties may prepare a work plan to be agreed by the Parties if so required by Enertec
                                         at any time following the Closing Date setting forth the items and priority for their
                                         performance. In the performance of the Services, Consultant shall report to the chairman
                                         of the Board of the Company and to the Board of Directors of the Company. It being clarified
                                         that during his engagement hereunder, Lucatz shall continue to work and be employed by
                                         MICT and Micronet Ltd as CEO and Chairman of the board, respectively, and nothing contained
                                         herein shall limited and/or restrict or prevent Lucatz from continuing and performing
                                         his obligations pursuant to his previous engagements under his current contractual obligation
                                         (“Existing Obligations”). The Parties further acknowledge and confirm
                                         that the execution of this Agreement and its performance does not create any conflict
                                         of interest between Lucatz’s Existing Obligations and the Consultant’s obligations
                                         herein.



 


		3.3	David
                                         Lucatz shall make himself available and shall use his best efforts to cause the banks
                                         to approve the change of control in the Company and to continue the loans and credit
                                         lines that are extended to the Company (without acceleration payment) as of the effective
                                         date of the SPA.



 


		3.4	In
                                         performing the Services the Consultant shall: (i) act faithfully and professionally to
                                         and for the benefit of Enertec; (ii) comply and act in accordance with the instructions
                                         of the Chairman of the Board of Enertec; (iii) comply with all of the Company’s
                                         working and safety rules, working hours and holiday schedules when working at Company’s
                                         facility(ies) or premises; and (iv) be responsible for its actions while on Company’s
                                         premises or otherwise providing the Services requested by Company.



 


		3.5	During
                                         the performance of the Services, Consultant, at his own expense and at all times, shall
                                         comply with any and all laws and ordinances and any and all rules, regulations, permits,
                                         licenses, and orders of public authorities applicable thereto, including, but not limited
                                         to, any such requirements imposed upon the Company with respect to the Services, as well
                                         as tax and social welfare laws, applicable worker’s compensation laws, unemployment
                                         insurance requirements, employer’s liability requirements, and minimum wage. Consultant
                                         shall file all reports required to be filed in the name of Consultant and pay all taxes,
                                         fees and charges required by laws, rules, regulations, and orders.



 


		3.6	The
                                         Consultant represents and warrants to the Company: (i) the execution and delivery of
                                         this Agreement by Consultant, and the fulfillment of the terms by Consultant hereof:
                                         (a) will not constitute a default under or breach of any agreement or other instrument
                                         to which it is a party or by which it is bound, including without limitation, any confidentiality
                                         or non-competition agreement; (b) will not constitute a default under or breach of any
                                         provision of any law, regulation; (c) do not require the consent of any person or entity;
                                         (ii) it has not entered into, and will not enter into, any agreement, either written
                                         or oral, in conflict herewith; (iii) it has obtained all permits required for the performance
                                         of the Services; (iv) the Services shall be performed without any use of any academic
                                         institution's facilities, equipment, resources, personnel, staff and students; (v) the
                                         Services shall be performed without the use of any academic institution's Intellectual
                                         Property Rights (as defined below) or any other unique, confidential or proprietary know-how;
                                         and (vi) all Services performed herein shall not violate, infringe, or misappropriate
                                         any patent, trade secret, copyright, trademark or other proprietary right.



 


		4.	Term,
                                         Termination and Effect of Termination.



 


		4.1	This
                                         Agreement shall enter into effect as of the Closing Date and shall remain in effect for
                                         a period of three (3) years (the “Term”), and neither party may terminate
                                         this Agreement except as set forth in Section 4.2 below.



 


		4.2	Notwithstanding
                                         the generality of the foregoing, the Company may terminate this Agreement immediately,
                                         in any of the circumstances set forth in this Section ‎4.2 (each, a “Cause”):
                                         (i) breach by the Consultant of any of the material terms or conditions hereof with the
                                         Company, which, if capable of cure, was not cured within thirty (30) days of receipt
                                         by the Consultant of written notice thereof; (iv) bankruptcy of the Consultant; (v) willful
                                         misconduct, a felony committed or a fraud perpetrated against the Company, a parent or
                                         any subsidiary (if exists) thereof by the Consultant; or (vi) the Consultant is employed,
                                         renders services or holds material equity interest or otherwise have an active role in
                                         any business or activity which is a competitive with the Company's business provided
                                         however that it being clarified that any such position assumed by Consultant prior to
                                         the date hereof is hereby excluded.



 






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		4.3	If
                                         this Agreement is terminated prior to the lapse of the Term (i) by Enertec, other than
                                         for Cause, Consultant shall be entitled to receive the full Compensation (as defined
                                         below) for the Services set hereunder until the lapse of the Term; and (ii) by Enertec
                                         for Cause, or by the Consultant, Consultant shall not be entitled to the Compensation
                                         (as defined below) for the remainder of the Term.



 


		5.	Cooperation
                                         and Information



 


		5.1	Enertec
                                         shall provide the Consultant with all information, data, and materials which shall reasonably
                                         be necessary to provide the Services hereunder, including without limitation, shall make
                                         available to Consultant all files, documents and records (including in any electronic
                                         or digital form). To the extent required, Enertec shall make available to the Consultant
                                         certain office facilities which are and may be required from time to time solely for
                                         the purpose of performing the Services.



 


		5.2	Subject
                                         to applicable law, each Party hereto covenants and agrees to provide the other Party
                                         with, and to the disclosure to third parties of, all information reasonably required
                                         for the performance of its obligations.



 


		6.	Consideration
                                         (Fee and Grant of Equity Based Compensation).



 


		6.1	In
                                         consideration for the Services, Enertec will pay to MICT an annual fee of US$ 150,000
                                         plus VAT, in twelve monthly equal installments, each in the amount of US$ 12,500
                                         plus VAT (the “Fee”). The Fee will be paid by no later than the 5th
                                         calendar day at each month for the previous month of Services against receipt of
                                         proper tax invoice delivered at least 2 days prior to such date. Payment of Fee shall
                                         be subject to withholdings taxes under applicable law which however shall not be withheld
                                         should a proper exemption be delivered to Enertec by MICT.



 


		6.2	In
                                         addition to the Fee payable to MICT pursuant to Section ‎6.1 hereof, Enertec
                                         shall, reimburse MICT for its reasonable Out-of-Pocket Expenses. For the purposes of
                                         this Agreement, the term “Out-of-Pocket Expenses” shall mean the amounts
                                         previously approved in writing by Enertec and actually paid MICT in connection with its
                                         performance of the Services including, without limitation, reasonable transportation,
                                         car expenses, per diem, telephone calls, cellular phone expenses, and/or any similar
                                         expense as evidenced by tax invoices. All reimbursements for Out-of-Pocket Expenses shall
                                         be made promptly upon or as soon as practicable after presentation by MICT to Enertec
                                         of the statement in connection therewith together with the relevant tax invoices.



 


In
addition to the Fee, DPW shall issue to MICT an aggregate of 150,000 restricted shares (the “Restricted Shares”)
of Class A common stock of DPW (the “Common Stock”) one day following the Closing Date (the “Grant
Date”). The Restricted Shares shall vest in accordance with the following schedule:


 


	 	Vesting Dates, subject
    to approval by the NYSE American as described below	 	Shares of Common Stock	 
	 	Grant Date	 	 	50,000	 
	 	One year anniversary of the Grant Date	 	 	50,000	 
	 	Two year anniversary of the Grant Date	 	 	50,000	 



 


The
foregoing vesting schedule notwithstanding, if this Agreement is no longer in effect for any reason at any time before all of
the Restricted Shares have vested, the unvested Restricted Shares shall be automatically forfeited upon such termination and neither
DPW, the Buyer, the Company or any Affiliate thereof shall have any further obligations to the Consultant with respect to the
Restricted Shares.


 






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So
long as this Agreement is still in effect, all Restricted Shares shall be fully vested as of immediately prior to the closing
of an M&A Transaction.


 


“Affiliate”
of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls,
is controlled by, or is under common control with, such person or entity. The term "control" (including the terms "controlled
by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract
or otherwise.


 


“M&A
Transaction” means (i) the consolidation of the Company with, or a merger with or into, any third party, following which
the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the
Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially
all of the Company’s securities or assets.


 


“Compensation”
means the Fee and the Restricted Shares.


 


Consultant
acknowledges that the Restricted Shares shall not vest until DPW obtains the approval of the NYSE American. DPW shall use all
reasonable efforts, at its expense, to obtain such approval prior to the Grant Date. If such approval is not obtained by DPW by
the first anniversary of the Grant Date, DPW shall provide Consultant, at DPW’s sole option, either shares of common stock
from an approved stock incentive plan pursuant to an effective S-8 registration statement or cash compensation. If DPW selects
cash compensation, such cash compensation shall be determined by the parties or, if the parties failed to reach an agreement as
shall be settled by an agreed mediator to be appointed by the parties within 15 days as of a party’s request to the other
or if not appointed within such time, as shall be determined by the competent courts.


 


		6.3	The
                                         Consultant agrees to pay any and all taxes, duties, fees and/or other impositions that
                                         may be levied pursuant to relevant law on the Consultant with regards to the provision
                                         of the Services under this Agreement, including, self-employment taxes due in respect
                                         of the Compensation and to indemnify the Company in the event the Company is required
                                         to pay any such taxes on behalf of the Consultant and/or anyone on the Consultant's behalf.
                                         All sums payable under this Agreement shall be made in US dollars and shall be subject
                                         to applicable withholding tax (collectively, the “Taxes”) which, if
                                         applicable, shall be paid by the Company at the rate and in the manner prescribed by
                                         law, and shall be deemed for all intents and purposes as part of the Compensation paid
                                         to the Consultant. In the event that pursuant to any law or regulation, tax is required
                                         to be withheld at source from any payment made to the Consultant, the Company shall withhold
                                         said tax at the rate set forth in the certification or exemption issued by applicable
                                         tax authority or if there is no such certification, at the rate determined by said law,
                                         regulation or tax treaty provisions, unless the Consultant have presented to the Company
                                         with a valid tax withholding exemption certificate or other certification issued by the
                                         applicable tax authority, in which case the reduced or exempt withholding tax will apply.



 


		6.4	The
                                         Compensation under this Section ‎6 shall constitute the total and exclusive
                                         compensation payable by the Company to Consultant for the Services rendered hereunder.
                                         Consultant shall not be entitled to any other form of compensation, commission, fee,
                                         bonus, expenses reimbursement or any other form of payment in connection with the Services.
                                         An amount equal to 10% of Consultant's Compensation shall be considered as a special
                                         compensation for the Consultant’s non-compete obligations and assignment of inventions,
                                         as set forth in Section ‎8 below.



 


		6.5	If
                                         at any time or from time to time the Company shall determine to register any of its securities
                                         under the Securities Act of 1933, as amended (the “Securities Act”)
                                         for the account of a security holder or holders, the Company shall use its commercially
                                         reasonable efforts to cause to be registered under the Securities Act all of the Restricted
                                         Shares that Consultant shall so request be registered.



 






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		7.	Confidential
                                         Information.



 


Consultant
agrees at all times during the Term and for a period of 30 months thereafter:


 


		7.1	Not
                                         to disclose to any third party any technical and/or business information describing or
                                         related to products, development, manufacturing, or marketing activities of the Company,
                                         which is confidential and proprietary in nature (the “Confidential Information”)
                                         learned by Consultant at any time or any Confidential Information developed by Consultant
                                         pursuant to this Agreement; except such information which is now public or hereafter
                                         becomes published or otherwise generally available to the public other than through breach
                                         of this Agreement.



 


		7.2	That
                                         Consultant will only disclose Confidential Information to third parties who have a need
                                         to know such information in order to carry out Consultant’s responsibilities hereunder,
                                         and only then to those who have been advised that such information is confidential and
                                         proprietary and then only to those who have agreed to accept the same obligation of confidentiality
                                         and non-use as Consultant.



 


		7.3	Even
                                         after any Confidential Information obtained by Consultant or any Confidential Information
                                         developed by Consultant pursuant to this Agreement becomes generally available to the
                                         public, not to disclose the fact that such information was furnished to Consultant by
                                         Consultant, originated with Consultant or its Affiliates, or was developed by Consultant
                                         pursuant to this Agreement, unless that fact is also published.



 


		7.4	Not
                                         to put to commercial use or use in any way except for the benefit of the Company any
                                         Confidential Information disclosed to Consultant or any Confidential Information developed
                                         by Consultant pursuant to this Agreement.



 


		7.5	As
                                         used herein, Confidential Information includes any non-public information Consultant
                                         receives directly or indirectly from the Company or acquired or developed in the course
                                         of his consultancy and any other non-public information received or developed by, or
                                         disclosed to, Consultant during the course of or arising out of his previous employment
                                         with the Company, including by way of example only, trade secrets (including organizational
                                         charts, employee information such as credentials, skill sets and background information),
                                         inventions, methods, designs, formulas, systems, improvements, prices, discounts, business
                                         affairs, products, product specifications, manufacturing processes, data and know-how
                                         and technical information of any kind whatsoever, unless such information has been publicly
                                         disclosed by authorized officials of the Company. In the event information which is non-public
                                         becomes public due to disclosure by Consultant which is not authorized by the Company,
                                         such information shall be deemed non-public for purposes of this Agreement.



 


		7.6	For
                                         the avoidance of doubt, the Consultant may disclose the Confidential Information to the
                                         extent required by law or order of a court or governmental agency. However, in such case,
                                         Consultant must give the Company prompt notice and consult with the Company about whether
                                         to obtain a protective order or otherwise protect the confidentiality of the Confidential
                                         Information, all as directed by and at the Company’s expense.



 


		7.7	Great
                                         loss and immediate and irreparable injury may be suffered by the Company if the Consultant
                                         should breach or violate any of the covenants and agreements set forth in this clause.
                                         The Parties agree that such covenants and agreements are reasonably necessary to protect
                                         and preserve the Company’s interests.



 


		8.	Intellectual
                                         Property.



 


		8.1	As
                                         a material condition to which Consultant agrees in exchange for the opportunity to provide
                                         the Services, Consultant expressly acknowledges and agrees that all reports, documents,
                                         improvements, discoveries, inventions, processes, designs, plans, concepts, information,
                                         works, materials, data, programs, know-how, methods, developments, artwork, formulae,,
                                         other copyrightable works, techniques, derivative works and trade secrets, whether of
                                         a technical nature or not, and all Intellectual Property Rights therein (as defined below)
                                         (all whether patentable or not, registerable or not) (“Invention(s)”),
                                         made or developed by Consultant alone or in conjunction with any other person or entity
                                         while providing the Services or developed by the Consultant during the course of or arising
                                         out of Lucatz’s previous engagement with the Company, which relate to or affect
                                         the business of Company (the “Company Inventions”), shall be the sole
                                         and exclusive property of Company (“Company Intellectual Property”).
                                         Consultant expressly agrees to disclose and reveal to the Company all Company Intellectual
                                         Property, and all information regarding Company Intellectual Property, concurrent with
                                         the discovery or development of the Company Intellectual Property. Consultant hereby
                                         assigns to Company all rights, title, and interests in any Company Intellectual Property.
                                         Consultant agrees that he will not use or disclose any Company Intellectual Property
                                         without the express written permission of the Chief Executive Officer of the Company.
                                         The Consultant irrevocably appoints the Company as his attorney and, in his name and
                                         on his behalf, to execute and do any instrument or thing and generally to use his name
                                         for the purpose of giving to the Company or its nominee the full benefit of the provisions
                                         of this clause 8.



 






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		8.2	Consultant
                                         agrees and declares that it does not have any proprietary right and shall have no suit
                                         and/or claim of any kind against the Company in any matter relating, whether directly
                                         or indirectly, to any Company Inventions and the Intellectual Property Rights thereto.
                                         Without derogating from the aforementioned, the Consultant hereby explicitly waives any
                                         interest, claim or demand that it may have for, or may be entitled to, with respect to
                                         any consideration, compensation or royalty in connection with the Company Inventions,
                                         including but not limited to, any claims for consideration, compensation or royalty pursuant
                                         to Section 134 of the Israeli Patents Law of 1967 (the “Patents Law”)
                                         (if and as applicable). The Consultant hereby acknowledges and declares that the Compensation
                                         and any other benefits provided under this Agreement, constitutes the entire compensation
                                         to which he is entitled to and includes any and all consideration with respect to the
                                         Company Inventions developed by it. The Consultant hereby assigns and agrees to assign
                                         in the future (when any such Company Inventions or Intellectual Property Rights are first
                                         reduced to practice or first fixed in a tangible medium, as applicable) to the Company
                                         all the Consultant's right, title, and interest in and to any and all Company Inventions
                                         (and all Intellectual Property Rights with respect thereto) and shall sign, execute and
                                         acknowledge, at the Company’s expense, any and all documents as may be necessary
                                         for the purpose of securing to the Company the Company Inventions. The Consultant hereby
                                         explicitly waives any interest, claim or demand for any moral rights that it has or may
                                         have in the future, with respect to the Company Inventions and all rights to assert against
                                         the Company, any claim whatsoever, before any forum, including without limitations judicial
                                         and administrative forums, with respect to said compensation for Company Inventions or
                                         with respect to said moral rights. The term “Intellectual Property Rights”
                                         means all trade secrets, copyrights, trademarks, mask work rights, patents and other
                                         intellectual property rights recognized by the laws of any jurisdiction or country.



 


		8.3	Surrender
                                         of Material upon Termination of Agreement. Upon termination of this Agreement, Consultant
                                         shall return immediately to the Company all Company Intellectual Property (including
                                         all books, records, notes, data and information relating to the Company or its business
                                         and all other Company’s property), and must delete all electronic materials containing
                                         Confidential Information from its electronic information systems and confirm such deletion
                                         in writing to the Company, and will so certify in writing that he has done so.



 


		9.	Non
                                         Compete/Restrictive Covenants.



 


		9.1	In
                                         the course of the provision of the Services, the Consultant is likely to obtain knowledge
                                         or trade secrets of the Company. Accordingly, Consultant agrees that during the term
                                         of this Agreement and for a period of 18 months thereafter, Consultant shall not, without
                                         the prior written consent of the Chief Executive Officer of the Company: (a) directly
                                         or indirectly employ, or solicit the employment of (whether as an employee, officer,
                                         director, agent, consultant or independent contractor) any person(s) who is or was at
                                         any time during the previous year an officer, director, representative, agent, service
                                         provider or employee of the Company. or (b) directly or indirectly carry on, be engaged
                                         (directly or indirectly, whether as an employee, independent contractor, partner, joint
                                         venturer, shareholder (other than as a shareholder of not more than 5% of the shares
                                         of a publicly traded company), investor, director, service provider or otherwise)), assist
                                         or otherwise provide or perform any services of any nature to, for or on behalf of any
                                         legal or natural person or any other entity engaged in the manufacture, distribution,
                                         sale or marketing of any products, solutions or services in competition with the Company’s
                                         business.



 






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		9.2	The
                                         Consultant acknowledges and agrees that the restrictions set out in this clause 9 are
                                         reasonable and necessary to protect the interests of the Company.



 


		9.3	The
                                         provisions of Section 9.1 and 9.2 above shall not in any event apply to
                                         any work, services, holdings or otherwise which Lucatz, directly or indirectly, perform
                                         or may perform, have or may have, as part of his Existing Obligations.



 


		10.	Limitation
                                         of liability 



 


		10.1	Neither
                                         party is assuming any liability for the actions or omissions of the other party except
                                         as stated in this Agreement.



 


		10.2	The
                                         Company shall indemnify Consultant for claims arising out of Consultant’s performance
                                         of the Services similar to indemnification provided to its other consultants unless such
                                         claims arise from Consultant’s fraud or willful misconduct in connection with the
                                         performance of his work hereunder.



 


		10.3	Notwithstanding
                                         any provision to the contrary, nothing in this Agreement limits or excludes either party’s
                                         liability to the extent it relates to: death or personal injury caused by its negligence;
                                         fraud; fraudulent misrepresentation; or any other liability which may not be lawfully
                                         limited or excluded.



 


		10.4	Neither
                                         party shall be liable for consequential, special, incidental or indirect losses including,
                                         without limitation, (i) loss of profits, revenue or goodwill; (ii) loss
                                         of business or (iii) loss of anticipated savings. The aforementioned limitation
                                         shall not apply to the contractual compensation due under this Agreement.



 


		10.5	Each
                                         party agrees to use all reasonable endeavours to mitigate any losses which it may suffer
                                         under or in connection with this Agreement (including in relation to any losses covered
                                         by an indemnity) and any amounts it seeks from the other party in respect of any such
                                         liability.



 


		11.	Independent
                                         Contractor. The Consultant warrants that he is free to enter into this Agreement
                                         upon these terms and conditions and that there are no restrictions that might prevent
                                         him from rendering the Services or performing his obligations hereunder.



 


		11.1	The
                                         Consultant warrants that he is aware that this Agreement is only an agreement for the
                                         provision of consultancy services on a strictly contractual basis, and does not create
                                         employer-employee relations between him and the Company and does not confer upon him
                                         any rights save for those set forth herein.



 


		11.2	The
                                         Consultant shall attend to payment of the National Insurance contributions and any other
                                         payment imposed upon him as an independent contractor, and he shall be solely responsible
                                         in respect thereof. The Company shall be entitled to require the Consultant to produce
                                         evidence that such payments were effected.



 


		11.3	The
                                         Consultant undertakes that he and/or anyone on his behalf shall not claim, demand, sue
                                         or bring any cause of action against the Company in connection with alleged employer-employee
                                         relations between him and the Company, and if he does so, he shall indemnify the Company
                                         for any expense that may be occasioned to it in respect of, or in connection with, a
                                         claim as aforesaid, including advocates’ professional fees.



 






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		11.4	Without
                                         prejudice to the generality of the aforesaid, it is hereby agreed that the Consultant
                                         shall not be entitled to receive from the Company severance pay and/or any other payment
                                         and/or other consideration deriving from employer-employee relations and/or the termination
                                         thereof and/or any social benefits. Therefore if, notwithstanding the agreement of the
                                         parties and the Consultant’s informed undertaking under this Agreement, and for
                                         any reason whatsoever, a competent authority, including a judicial body, shall determine
                                         that the Consultant was, or is, the Company’s employee, the following provisions
                                         shall apply: (a) In lieu of the Compensation that was paid to the Consultant from the
                                         Effective Date, Consultant shall be entitled a reduced consideration (gross) of 65% of
                                         the Compensation, which was paid to the Consultant under this Agreement (hereinafter
                                         the “Reduced Compensation”), retroactively from the Effective Date
                                         onwards. (b) The Consultant will be obligated to return the Company, on the day
                                         of the claim and/or demand which contradicts this Agreement, in which it will be claimed
                                         that Consultant was or is the Company’s employee – all additional payments,
                                         that the Consultant received from the Company exceeding the Reduced Compensation, as
                                         defined above (hereinafter the “Excess Amounts”). (c) Each Excess
                                         Amount, that the Consultant will be obligated to return to the Company as mentioned above
                                         - shall bear interest and shall be linked to the Cost of Living Index on the Consultant’s
                                         pay day – as compared to the Index on the day such amount will be returned to the
                                         Company. (d) The Company shall be entitled to set off such Excess Amounts against all
                                         amounts that the Consultant shall be entitled to under this Agreement, or under the decision
                                         of the Court or of any other competent tribunal as mentioned above, which shall not derogate
                                         from any other right of the Company to receive from the Consultant the rest of the amounts
                                         it is entitled to.



 


		11.5	It
                                         is hereby agreed that the Consultant’s warranties and undertakings in this Section
                                         ‎11 herein are a fundamental condition of the Company’s contractual relationship
                                         with the Consultant, and the Compensation which the Consultant shall receive pursuant
                                         to this Agreement has been calculated in accordance with said warranties and undertakings.



 


		12.	Jurisdiction
                                         and Governing law. This Agreement shall be governed by and construed in accordance
                                         with the laws of the State of Israel without giving effect to its choice of law rules.
                                         Any action or proceeding arising out of or relating hereto shall be brought in the State
                                         of Israel. The Parties hereby agree to the exclusive jurisdiction of the courts of Tel-Aviv,
                                         Israel.



 


		13.	Severability.
                                         If any provision of this Agreement shall be found invalid or unenforceable, such invalid
                                         or unenforceability shall not render the entire Agreement invalid. Rather, the Agreement
                                         shall be construed as if not containing the particular invalid or unenforceable provision,
                                         and the rights and obligations of each party shall be construed and enforced accordingly.



 


		14.	Amendments;
                                         No Waivers; Assignment. Any provision of this Agreement may be amended
                                         or waived if, and only if, such amendment or waiver is in writing and signed, in the
                                         case of an amendment, by the Consultant and Enertec, or in the case of a waiver, by the
                                         Party against whom the waiver is to be effective. No failure or delay by any Party in
                                         exercising any right, power or privilege hereunder shall operate as a waiver thereof
                                         nor shall any single or partial exercise thereof preclude any other or further exercise
                                         thereof or the exercise of any other right, power or privilege. The rights and remedies
                                         herein provided shall be cumulative and not exclusive of any rights or remedies provided
                                         by law. Either party will not (by contract, operation of law or otherwise) assign this
                                         Agreement or any right or interest in this Agreement without the prior written consent
                                         of the other party which shall not be unreasonably withheld. Notwithstanding the aforementioned,
                                         in the event of a Change of Control in MICT and/or if Lucatz shall not be employed, or
                                         consult with or continue to serve as an executive officer or director of MICT, this agreement
                                         shall automatically be assigned from MICT to Lucatz or any entity designated by Lucatz,
                                         and all rights and obligation of the Parties herein shall accordingly be assigned from
                                         MICT directly to Lucatz. For the avoidance of doubt, all rights related to the Restricted
                                         Shares, whether vested or unvested, shall automatically be transferred to Lucatz and
                                         to the extent required in order to consummate these provisions, any Restricted Shares
                                         issued to MICT shall be canceled and terminated and similar new Restricted Shares shall
                                         be issued to Lucatz.



 






    	 	8	 



     


    

 


“Change
of Control” means the consummation of any of the following events, in a single transaction or in a series of related
transactions: (i) the acquisition of MICT by another person(s) or entity by means of shares purchase following which purchaser
shall hold, immediately after such acquisition, more than 50% of the outstanding share capital or voting power of MICT or (ii),
the acquisition of MICT by another person(s) or entity by means of a merger, reorganization, consolidation, or similar event in
which such person(s) or entity, who is not an Affiliate of MICT, will hold, immediately after such acquisition, more than 50%
of the outstanding voting power of MICT or surviving corporation; or (ii) the sale of all or substantially all of the assets of
MICT (on a consolidated basis) to another entity (except an entity who is a member of the group or any other person(s) or entity
who is affiliated with any of MICT’s controlling shareholders).


  


		15.	Entire
                                         Agreement. This Agreement constitutes the entire understanding of the Parties
                                         with respect to the subject matter hereof and supersede all prior agreements, understandings
                                         and negotiations, both written and oral, between the Parties with respect to the subject
                                         matter hereof.



 


		16.	Survival.
                                         Sections ‎6 (Term and Termination) (to the extent the Company terminates
                                         this Agreement during the Term other than for Cause), ‎7 (Confidentiality),
                                         ‎8 (Intellectual Property), ‎9 (Non-Compete), ‎10 (Indemnification),
                                         ‎11 (Independent Contractor), ‎12 (Jurisdiction and Governing Law),
                                         ‎13 (Severability), ‎16 (Survival), ‎18 (Notices and Addresses)
                                         shall survive termination or expiration of Consultant's engagement by the Company for
                                         any reason.



 


		17.	No
                                         deductions or withholding. Amounts due and payable to Consultant under this Agreement
                                         shall not be withheld or delayed or deducted except as a matter of law or specifically
                                         stated under this Agreement.



 


		18.	Notices
                                         and Addresses



 


		18.1	The
                                         addresses of the Parties to this Agreement for the purpose of notices are as detailed
                                         in the preamble to this Agreement. The Parties are obligated to inform the other of any
                                         change in their address within 7 working days from the date of change.



 


		18.2	Any
                                         notice given pursuant to this Agreement will be in writing and sent by e-mail, registered
                                         mail or delivered by hand. Any notice sent by registered mail will be considered as reaching
                                         its destination within 10 working days from the date of sending it by the sending party
                                         from a post office and immediately if delivered by e-mail (return receipt requested)
                                         or by hand (postage prepaid, return receipt requested).



 


		19.	This
                                         Agreement may be executed in two or more counterparts, each of which shall constitute
                                         an original and all of which shall be deemed a single agreement.



 


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    	 	9	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by two of their respective authorized officers
as of the date first above written.


  


	Enertec
Systems 2001 Ltd. 


	 	Micronet
Enertec Technologies, Inc.



	 	 	 
	By:	                                   	 	By:	            
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 


 


	Coolisys
Technologies, Inc.


	 	DPW
Holdings, Inc.



	 	 	 
	By:	 	 	By:	 
	Name:	Amos Kohn	 	Name:	Milton Ault III
	Title:	President & Chief Executive Officer	 	Title:	Charmain


 


______________________________


Mr.
David Lucatz


  


 


[Signature
Page – Enertec Systems 2001 Ltd. - Consulting Agreement]


 


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