Exhibit 4.1


 


THE
REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE
WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN,
PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE COMMENCEMENT DATE (DEFINED BELOW)
TO ANYONE OTHER THAN A BONA FIDE OFFICER OR PARTNER OF YA II PN LTD.


 


THIS
PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO December 22, 2016. VOID AFTER 5:00 P.M., EASTERN TIME, December 22, 2021.


 


YAII-3


 


COMMON
STOCK PURCHASE WARRANT


 


 


For
the Purchase of 120,000 Shares of Common Stock


 


of


 


MICRONET
ENERTEC TECHNOLOGIES, INC.


 


1.          
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid
by or on behalf of YA II PN, LTD. (“Holder” or “YA II”),
as registered owner of this Purchase Warrant, to Micronet Enertec Technologies, Inc., a Delaware corporation (the “Company”),
Holder is entitled, at any time or from time to time from December 22, 2016 (the “Commencement
Date”), and at or before 5:00 p.m., Eastern time, December 22, 2021 (the ”Expiration
Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 120,000 shares
of common stock of the Company, par value $0.001 per share (the “Shares”),
subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized
by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance
with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate
the Purchase Warrant. This Purchase Warrant is initially exercisable at $3.00 per Share; provided,
however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase
Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted
as therein specified. The term “Exercise Price” shall mean the
initial exercise price or the adjusted exercise price, depending on the context.


 






     

     


    

 


2.             
Exercise.


 


2.1          
Exercise Form. In order to exercise this Purchase Warrant, the exercise form
attached hereto must be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment
of the Exercise Price for the Shares being purchased payable in cash by wire transfer of immediately available funds to an account
designated by the Company or by certified check or official bank check. If the subscription rights represented hereby shall not
be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without
further force or effect, and all rights represented hereby shall cease and expire.


 


2.2          
Cashless Exercise. If at any time after the Commencement Date there is no
effective registration statement registering, or no current prospectus available for, the resale of the Shares by the Holder,
then in lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the Company pursuant to Section
2.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant (or the portion thereof
being exercised), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which
event the issue to Holder, Shares in accordance with the following formula:


 


X
= Y(A-B) / A


 


Where,
X = The number of Shares to be issued to Holder;


Y     =     The
number of Shares for which the Purchase Warrant is being exercised;


A    =     The
fair market value of one Share; and


B     =     The
Exercise Price.


 


For
purposes of this Section 2.2, the fair market value of a Share is defined as follows:


 


(i)          
if the Company’s common stock is traded on a securities exchange, the value shall be deemed to be the closing price on such
exchange prior to the exercise form being submitted in connection with the exercise of the Purchase Warrant; or


 


(ii)          if
the Company’s common stock is actively traded over-the-counter, the value shall be deemed to be the closing bid prior to
the exercise form being submitted in connection with the exercise of the Purchase Warrant;


 


(iii)          if
there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s
Board of Directors.


 


2.3          Legend.
Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities
have been registered under the Securities Act of 1933, as amended (the “Securities
Act”):


 


“The
securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold
or otherwise transferred except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption
from registration under the Securities Act and applicable state law which, in the opinion of counsel to the Company, is available.”


 






    2


     


    

 


3.          Transfer.



 


3.1          
General Restrictions. The registered Holder of this Purchase Warrant agrees
by his, her or its acceptance hereof, that such Holder will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase
Warrant for a period of one hundred eighty (180) days following the Commencement Date to anyone other than a bona fide officer
or partner of the Holder, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Purchase Warrant or
the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would
result in the effective economic disposition of this Purchase Warrant or the securities hereunder, except as provided for in FINRA
Rule 5110(g)(2). On and after 180 days after the Commencement Date, transfers to others may be made subject to compliance with
or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company
the assignment form attached hereto duly executed and completed, together with the Purchase Warrant and payment of all transfer
taxes, if any, payable in connection therewith. The Company shall within five (5) Business Days transfer this Purchase Warrant
on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate
assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder or such portion of
such number as shall be contemplated by any such assignment.


 


3.2          
Restrictions Imposed by the Securities Act. The securities evidenced by this
Purchase Warrant shall not be transferred unless and until: (i) the Company has received the opinion of counsel for the Holder
that the securities may be transferred pursuant to an exemption from registration under the Securities Act and applicable state
securities laws, the availability of which is established to the reasonable satisfaction of the Company, or (ii) a registration
statement or a post-effective amendment to the registration statement relating to the offer and sale of such securities has been
filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”)
and compliance with applicable state securities law has been established.


 


4.          Registration
Rights.


 


4.1          Demand
Registration.


 


4.1.1          Grant
of Right. The Company, upon written demand (a “Demand
Notice”) of the Holder(s) of at least 51% of the Purchase Warrants and/or the underlying Shares
(“Majority Holders”), agrees to register, on one occasion,
all or any portion of the Shares underlying the Purchase Warrants (collectively, the “Registrable
Securities”). On such occasion, the Company will file a registration statement with the Commission covering
the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use its reasonable best efforts to
have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided,
however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a
registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 4.2
hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii)
if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering
covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The
demand for registration may be made at any time during a period of four (4) years beginning one (1) year after the
Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any
Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days
after the date of the receipt of any such Demand Notice.


 






    3


     


    

 


4.1.2          Terms.
The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section 4.1.1,
but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to
represent them in connection with the sale of the Registrable Securities. The Company agrees to use its reasonable best efforts
to cause the filing required herein to become effective promptly and to qualify or register the Registrable Securities in such
States as are reasonably requested by the Holder(s); provided, however, that
in no event shall the Company be required to register the Registrable Securities in a State in which such registration would cause:
(i) the Company to be obligated to register or license to do business in such State or submit to general service of process in
such State, or (ii) the principal shareholders of the Company to be obligated to escrow their shares of capital stock of the Company.
The Company shall cause any registration statement filed pursuant to the demand right granted under Section 4.1.1 to remain effective
for a period of at least twelve (12) consecutive months after the date that the Holders of the Registrable Securities covered
by such registration statement are first given the opportunity to sell all of such securities. The Holders shall only use the
prospectuses provided by the Company to sell the shares covered by such registration statement, and will immediately cease to
use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to
a material misstatement or omission. Notwithstanding the provisions of this Section 4.1.2, the Holder shall be entitled to a demand
registration under this Section 4.1.2 on only one (1) occasion and such demand registration right shall terminate on the fifth
anniversary of the effectiveness of the registration statement in accordance with FINRA Rule 5110(f)(2)(H)(iv).


 


4.2          “Piggy-Back”
Registration.


 


4.2.1          Grant
of Right. In addition to the demand right of registration described in Section 4.1 hereof, the Holder shall have
the right, for a period of no more than seven (7) years from the date of effectiveness of the registration statement in
accordance with FINRA Rule 5110(f)(2)(H)(v), to include the Registrable Securities as part of any other registration of
securities filed by the Company (other than in connection with a transaction contemplated by Rule 145 (a) promulgated under
the Securities Act or pursuant to Form S-8 or any equivalent form); provided,
however, that if, solely in connection with any primary underwritten public offering for the account of the
Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of shares
of Common Stock which may be included in the registration statement because, in such underwriter(s)’ judgment,
marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be
obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to
which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable
Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of
Registrable Securities sought to be included by such Holders; provided,
however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all
outstanding securities, the holders of which are not entitled to inclusion of such securities in such registration statement
or are not entitled to pro rata inclusion with the Registrable Securities.


 






    4


     


    

 


4.2.2          Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 4.2.1 hereof,
but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to
represent them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company
shall furnish the then Holders of outstanding Registrable Securities with not less than thirty (30) days written notice prior
to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each
registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder.
The holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written
notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement. Except
as otherwise provided in this Purchase Warrant, there shall be no limit on the number of times the Holder may request registration
under this Section 4.2.2; provided, however, that such registration rights
shall terminate on the sixth anniversary of the Commencement Date.


 


4.3          General
Terms.


 


4.3.1          Indemnification.
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement
hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or
Section 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange
Act”), against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees
and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of
them may become subject under the Securities Act, the Exchange Act or otherwise, arising from such registration statement but
only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify YA
II contained in Section 5.1 of the Standby Equity Distribution Agreement between YA II and the Company, dated as of June 30,
2016. The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors
and assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability
(including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or
defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or
otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, in writing,
for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained
in Section 5.2 of the SEDA pursuant to which the Holder has agreed to indemnify the Company.


 






    5


     


    

 


4.3.2          
Exercise of Purchase Warrants. Nothing contained in this Purchase Warrant
shall be construed as requiring the Holder(s) to exercise their Purchase Warrants prior to or after the initial filing of any
registration statement or the effectiveness thereof.


 


4.3.3          
Documents Delivered to Holders. The Company shall furnish to each Holder participating
in any of the foregoing offerings and to each underwriter of any such offering, if any, a signed counterpart, addressed to such
Holder or underwriter, of: (i) an opinion of counsel to the Company, dated the effective date of such registration statement (and,
if such registration includes an underwritten public offering, an opinion dated the date of the closing under any underwriting
agreement related thereto), and (ii) a “cold comfort” letter dated the effective date of such registration statement
(and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting
agreement) signed by the independent registered public accounting firm which has issued a report on the Company’s financial
statements included in such registration statement, in each case covering substantially the same matters with respect to such
registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect
to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel
and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company shall
also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below
and to the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors
and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit
each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in
or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules
of FINRA. Such investigation shall include access to books, records and properties and opportunities to discuss the business of
the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times as any such
Holder shall reasonably request.


 


4.3.4          
Underwriting Agreement. The Company shall enter into an underwriting agreement
with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to
this Section 4, which managing underwriter(s) shall be reasonably satisfactory to the Company. Such agreement shall be reasonably
satisfactory in form and substance to the Company, each Holder and such managing underwriter(s), and shall contain such representations,
warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the
managing underwriter(s). The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their
Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the
Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall
not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they
may relate to such Holders, their Shares and their intended methods of distribution.


 






    6


     


    

 


4.3.5          
Documents to be Delivered by Holder(s). Each of the Holder(s) participating
in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company
requesting information customarily sought of selling security holders.


 


4.3.6          
Damages. Should the registration or the effectiveness thereof required by
Sections 4.1 and 4.2 hereof be delayed by the Company or the Company otherwise fails to comply with such provisions, the Holder(s)
shall, in addition to any other legal or other relief available to the Holder(s), be entitled to obtain specific performance or
other equitable (including injunctive) relief against the threatened breach of such provisions or the continuation of any such
breach, without the necessity of proving actual damages and without the necessity of posting bond or other security.


 


5.          
New Purchase Warrants to be Issued.


 


5.1          
Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof,
this Purchase Warrant may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part
only, upon surrender of this Purchase Warrant for cancellation, together with the duly executed exercise or assignment form and
funds sufficient to pay any Exercise Price and/or transfer tax if exercised pursuant to Section 2.1 hereto, the Company shall
cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of
the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as to which this Purchase
Warrant has not been exercised or assigned.


 


5.2          
Lost Certificate. Upon receipt by the Company of evidence satisfactory to
it of the loss, theft, destruction or mutilation of this Purchase Warrant and of reasonably satisfactory indemnification or the
posting of a bond, the Company shall execute and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase
Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual
obligation on the part of the Company.


 


6.          
Adjustments.


 


6.1          Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant
shall be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1          Share
Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of
outstanding Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then,
on the effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in
outstanding Shares, and the Exercise Price shall be proportionately decreased.


 






    7


     


    

 


6.1.2          
Aggregation of Shares. If, after the date hereof, and subject to the provisions
of Section 6.3 below, the number of outstanding Shares is decreased by a consolidation, combination or reclassification of Shares
or other similar event, then, on the effective date thereof, the number of Shares purchasable hereunder shall be decreased in
proportion to such decrease in outstanding Shares, and the Exercise Price shall be proportionately increased.


 


6.1.3          
Replacement of Securities upon Reorganization, etc. In case of any reclassification
or reorganization of the outstanding Shares other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects
the par value of such Shares, or in the case of any share reconstruction or amalgamation or consolidation of the Company with
or into another corporation (other than a consolidation or share reconstruction or amalgamation in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization of the outstanding Shares), or in the case of any
sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety
in connection with which the Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until
the expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate
Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or
property (including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation,
or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon
exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Shares
covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3.
The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions
or amalgamations, or consolidations, sales or other transfers.


 


6.1.4          
Changes in Form of Purchase Warrant. This form of Purchase Warrant need not
be changed because of any change pursuant to this Section 6.1, and Purchase Warrants issued after such change may state the same
Exercise Price and the same number of Shares as are stated in the Purchase Warrants initially issued pursuant to this Agreement.
The acceptance by any Holder of the issuance of new Purchase Warrants reflecting a required or permissive change shall not be
deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.


 


6.2          Substitute
Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of
the Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does
not result in any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or
share reconstruction or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that
the holder of each Purchase Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated
expiration of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of
stock and other securities and property receivable upon such consolidation or share reconstruction or amalgamation, by a
holder of the number of Shares of the Company for which such Purchase Warrant might have been exercised immediately prior to
such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall provide
for adjustments which shall be identical to the adjustments provided for in this Section 6. The above provision of this
Section shall similarly apply to successive consolidations or share reconstructions or amalgamations.


 






    8


     


    

 


6.3          Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon
the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests,
it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the
case may be, to the nearest whole number of Shares or other securities, properties or rights.


 


7.          
Reservation and Listing. The Company shall at all times reserve and keep available
out of its authorized Shares, solely for the purpose of issuance upon exercise of the Purchase Warrants, such number of Shares
or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that,
upon exercise of the Purchase Warrants and payment of the Exercise Price therefor, in accordance with the terms hereby, all Shares
and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject
to preemptive rights of any shareholder. As long as the Purchase Warrants shall be outstanding, the Company shall use its commercially
reasonable efforts to cause all Shares issuable upon exercise of the Purchase Warrants to be listed (subject to official notice
of issuance) on all national securities exchanges (or, if applicable, on the OTC Bulletin Board or any successor trading market)
on which the Shares issued to the public in the Offering may then be listed and/or quoted.


 


8.          
Certain Notice Requirements.


 


8.1          
Holder’s Right to Receive Notice. Nothing herein shall be construed
as conferring upon the Holders the right to vote or consent or to receive notice as a shareholder for the election of directors
or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the
expiration of the Purchase Warrants and their exercise, any of the events described in Section 8.2 shall occur, then, in one or
more of said events, the Company shall give written notice of such event at least fifteen days prior to the date fixed as a record
date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution,
conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding
up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding
the foregoing, the Company shall deliver to each Holder a copy of each notice given to the shareholders of the Company at the
same time and in the same manner that such notice is given to the shareholders.


 


8.2           Events
Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of
the following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them
to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise
than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the
Company, (ii) the Company shall offer to all the holders of its Shares any additional shares of capital stock of the Company
or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to
subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a
consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and
business shall be proposed.


 






    9


     


    

 


8.3          
Notice of Change in Exercise Price. The Company shall, promptly after an event
requiring a change in the Exercise Price pursuant to Section 6 hereof, send notice to the Holders of such event and change (“Price
Notice”). The Price Notice shall describe the event causing the change and the method of calculating same and
shall be certified as being true and accurate by the Company’s Chief Financial Officer.


 


8.4          
Transmittal of Notices. All notices, requests, consents and other communications
under this Purchase Warrant shall be in writing and shall be deemed to have been duly made when hand delivered, or mailed by express
mail or private courier service: (i) if to the registered Holder of the Purchase Warrant, to the address of such Holder as shown
on the books of the Company, or (ii) if to the Company, to the following address or to such other address as the Company may designate
by notice to the Holders:


 


If
to the Holder:


 


YA
II PN LTD.


1012
Springfield Avenue


Mountainside,
NJ 07093


Telephone:
201-985-8300


Email:
mangelo@yorkvilleadvisors.com


Attn:
Mark Angelo


 


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


 


David
Gonzalez, Esq.


1012
Springfield Avenue


Mountainside,
NJ 07093


Email:
dgonzalez@yorkvilleadvisors.com


 


If
to the Company:


 


Micronet
Enertec Technologies, Inc.


28
West Grand avenue


Montvale , New Jersey 07645


Fax
No: +(972) 3-533-5129, Email: david@micronet-enertec.com


Attention:
David Lucatz, President and Chief Executive Officer


 


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


 


Zysman
Aharoni Gayer and Sullivan & Worcester LLP


1663
Broadway


New
York New York 10019


Attn:
Oded Har Even, esq.


Fax
No.: (212) 660 – 5002, Email: ohareven@zag-sw.com


 






    10


     


    

 


9.          Miscellaneous.


 


9.1          
Amendments. The Company and the YA II may from time to time supplement or
amend this Purchase Warrant without the approval of any of other holders in order to cure any ambiguity, to correct or supplement
any provision contained herein that may be defective or inconsistent with any other provisions herein, or to make any other provisions
in regard to matters or questions arising hereunder that the Company and YA II may deem necessary or desirable and that the Company
and YA II deem shall not adversely affect the interest of the any other holders. All other modifications or amendments shall require
the written consent of and be signed by the party against whom enforcement of the modification or amendment is sought.


 


9.2          
Headings. The headings contained herein are for the sole purpose of convenience
of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this
Purchase Warrant.


 


9.3.          Entire
Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or
in connection with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject
matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the
subject matter hereof.


 


9.4          
Binding Effect. This Purchase Warrant shall inure solely to the benefit of
and shall be binding upon, the Holder and the Company and their permitted assignees, respective successors, legal representative
and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in
respect of or by virtue of this Purchase Warrant or any provisions herein contained.


 


9.5           Governing
Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof
to the extent that the general application of the laws of another jurisdiction would be required thereby. The Company hereby
agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall
be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the
Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The
Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified
mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing
shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The
Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other
party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in
connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on
behalf of its stockholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or
the transactions contemplated hereby.


 






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9.6          
Waiver, etc. The failure of the Company or the Holder to at any time enforce
any of the provisions of this Purchase Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in
any way affect the validity of this Purchase Warrant or any provision hereof or the right of the Company or any Holder to thereafter
enforce each and every provision of this Purchase Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of
the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument executed by the party or parties
against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment
shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.


 


9.7          
Execution in Counterparts. This Purchase Warrant may be executed in one or
more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original,
but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts
has been signed by each of the parties hereto and delivered to each of the other parties hereto. Such counterparts may be delivered
by facsimile transmission or other electronic transmission.


 


9.8          
Exchange Agreement. As a condition of the Holder’s receipt and acceptance
of this Purchase Warrant, Holder agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if
the Company and YA II enter into an agreement (“Exchange Agreement”)
pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination
of both, then all other holders shall agree to such exchange and become a party to the Exchange Agreement.


 


[Signature
Page Follows]


 






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IN
WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the 22nd day of
December, 2016.


 


MICRONET
ENERTEC TECHNOLOGIES, INC.


 


 


 


Name:
David Lucatz


Title:
President and Chief Executive Officer


 






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[Form
to be used to exercise Purchase Warrant]


 


Date:                                         20


 


The
undersigned hereby elects irrevocably to exercise the Purchase Warrant for shares of common stock, par value $0.001
per share (the “Shares”), of Micronet Enertec Technologies,
Inc., a Delaware corporation (the “Company”), and hereby
makes payment of $ (at the rate of $ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as
to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new
Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.


 


or


 


The
undersigned hereby elects irrevocably to convert its right to purchase_______________ Shares of the Company under the Purchase
Warrant for Shares, as determined in accordance with the following formula:


 


	 	X
    =	Y(A-B)	 
	 	 	A	 


 


	Where,	X =	
        The number of Shares to be issued to Holder;

	 	Y=	
        The number of Shares for which the Purchase Warrant
is being

	exercised;	 	 
	 	A=	
        The fair market value of one Share which is equal
to $___________;

	and	B =	 


 


The
Exercise Price which is equal to $ per share


 


The
undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement
with respect to the calculation shall be resolved by the Company in its sole discretion.


 


Please
issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable,
a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.


 


 


Signature


 






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INSTRUCTIONS
FOR REGISTRATION OF SECURITIES


 


Name:_____________________________________________


(Print
in Block Letters)


 


Address:


 


 


 


 


 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by
a firm having membership on a registered national securities exchange.


 






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[Form
to be used to assign Purchase Warrant]


 


ASSIGNMENT


 


(To
be executed by the registered Holder to effect a transfer of the within Purchase Warrant):


 


FOR
VALUE RECEIVED,________________________does hereby sell, assign and transfer unto the right to purchase shares of
common stock, par value $0.001 per share, of Micronet Enertec Technologies, Inc., a Delaware corporation (the “Company”),
evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the
Company.


 


Dated:____________,      20


 


Signature


 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration
or enlargement or any change whatsoever.


 


 


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