Exhibit 10.4


 


November 17, 2017


 


Micronet Enertec
Technologies, Inc.


Attention: David
Lucatz 


28 West Grand Avenue, Suite 3


Montvale, NJ 07645 


Email: david@micronet-enertec.com


 


		Re:	Secured
                                         Promissory Note dated August 22, 2017 (the “August Note”) issued by
                                         Mincronet Enertec Technologies, Inc. (the “Company”) and Enertec
                                         Electronics Ltd. (“Enertec” and collectively with the Company, the
                                         “Borrowers”)) to YA II PN, Ltd. (the “Investor”).



 


Dear Mr. Lucatz,


 


The
letter shall serve as written agreement between the parties regarding an extension to the maturity date of the August Note.
All capitalized terms not defined herein shall have the meaning assigned to them in the August Note. Pursuant to the August
Note. the Early Maturity Date was November 22, 2017 (being the date 90 days from the Issuance Date of the August Note). The
parties desire to extend the Early Maturity Date and the Extended Maturity Date pursuant to the terms and conditions of this
letter.


 


The parties hereby agree to delete
section 1(a) in its entirety and replace it with the following:


 


Section
1(a) “Maturity Date. All amounts owed under this Note shall be due and payable on such date (the “Maturity
Date”) that is either (i) February 15, 2018 (the “Early Maturity Date”), or (ii) January 15, 2019
(the “Extended Maturity Date”), as applicable. On the Maturity Date, the Borrowers shall pay to the Holder
an amount in cash representing all then outstanding Principal and accrued and unpaid Interest. The Borrowers may elect the Extended
Maturity Date by providing written notice to the Holder within five Business Days of the Early Maturity Date and by, on or before
the Early Maturity Date, (i) paying to the Investor the Extension Fee (as defined in Section 16), and (ii) issuing to the Investor
the Extension Warrants (as defined in Section 16).”


 


In
connection with the issuance of the August Note, the Borrowers agreed to pay to YA Global II SPV, LLC, as designed of the Investor,
a commitment fee of $150,000, of which $100,000 was paid on the Issuance Date, and the remaining $50,000 was due to be paid on
December 22, 2017. In consideration of the accommodations made herein, the Borrowers hereby. agree to pay $25,000 of
the remaining commitment fee on the date hereof. In addition, in the event that the registration statement to be filed in connection
with the Standby Equity Distribution Agreement between the Investor and the Company dated August 22, 2017 is not declared effective
by December 15, 2017, then the remaining $25,000 of the commitment fee shall be further deferred until February 15, 2018.


 


The
parties acknowledge that the August Note and all related documents remain in full force and effect, subject to the changes specifically
set forth in this letter agreement.


 


1012 Springfield
Ave., Mountainside, NJ│201.985.8300│www.yorkvilleadvisors.com


 


New Jersey│London


 



     


     


    

  





	 	Sincerely,
	 	 
	 	/s/ Matthew Beckman
	 	Matthew Beckman


 


	Agreed and accepted on this
    19 day of November, 2017	 
	 	 
	MICRONET ENERTEC TECHNOLOGIES, INC.	 
	 	 
	/s/
Tali Dinar	 
	Name:
    Tali Dinar	 
	 	 
	ENERTEC ELECTRONICS LTD.	 
	 	 
	By:	/s/ Tali Dinar