Exhibit 10.1


 


STANDBY EQUITY DISTRIBUTION AGREEMENT


 


THIS STANDBY EQUITY DISTRIBUTION
AGREEMENT dated as of June 30, 2016 (this “Agreement”) is made by and between YA II PN, LTD., a
Cayman Islands exempt limited partnership (the “Investor”), and MICRONET ENERTEC TECHNOLOGIES, INC., a
company organized under the laws of the State of Delaware (the “Company”).


 


WHEREAS, the parties desire
that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the
Investor, from time to time as provided herein, and the Investor shall purchase from the Company up to $2,390,000 of the Company’s
common stock, par value $0.001 per share (the “Common Stock”); and


 


WHEREAS, the shares of
Common Stock are listed for trading on the Nasdaq Capital Market under the symbol “MICT;” and


 


WHEREAS, the offer and
sale of the Common Stock issuable hereunder shall be registered on the Company’s registration statement on Form S-3 (File
No. 333-196760) under Section 5 of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder
(the “Securities Act”),.


 


NOW, THEREFORE,
the parties hereto agree as follows:


 


Article I. Certain Definitions


 


Section 1.01“Advance”
shall mean the portion of the Commitment Amount requested by the Company in the Advance Notice.


 


Section 1.02“Advance
Date” shall mean the 1st Trading Day after expiration of the applicable Pricing Period for each Advance.


 


Section 1.03“Advance
Notice” shall mean a written notice in the form of Exhibit A attached hereto to the Investor executed by an officer
of the Company and setting forth the Advance amount that the Company requests from the Investor.


 


Section 1.04“Advance
Notice Date” shall mean each date the Company delivers (in accordance with Section 2.01(c) of this Agreement) to the
Investor an Advance Notice requiring the Investor to advance funds to the Company, subject to the terms of this Agreement.


 


Section 1.05“Affiliate”
shall have the meaning set forth in Section 3.07.


 


Section 1.06“Applicable
Laws” shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies,
guidelines and codes having the force of law, whether local, national, or international, as amended from time to time, including
without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and
reporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including
the United States Foreign Corrupt Practices Act of 1977, and (iii) any Sanctions laws.


 



     

     

    




Section 1.07“Base Prospectus”
shall mean the Company’s prospectus accompanying the Registration Statement.


 


Section 1.08“Commitment
Amount” shall mean the aggregate amount of up to $2,390,000 provided that, the Company shall not effect any sales
under this Agreement and the Investor shall not have the obligation to purchase shares of Common Stock under this Agreement to
the extent that after giving effect to such purchase and sale the aggregate number of shares of Common Stock issued under this
Agreement would exceed 19.9% of the outstanding shares of Common Stock as of the date of this Agreement, except that such limitation
shall not apply in the event that the Company (i) obtains the approval of its stockholders as required by the applicable rules
of the Nasdaq Stock Market for issuances of Common Stock in excess of such amount or (ii) obtains a written opinion from outside
counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Investor.


 


Section 1.09“Commitment
Period” shall mean the period commencing on the date hereof and expiring upon the date of termination of this Agreement
in accordance with Section 11.02.


 


Section 1.10“Common
Stock” shall have meaning set forth in the Recitals.


 


Section 1.11“Company
Indemnitees” shall have the meaning set forth in Section 5.02.


 


Section 1.12“Condition
Satisfaction Date” shall have the meaning set forth in Section 7.01.


 


Section 1.13“Consolidation
Event” shall have the meaning set forth in Section 6.08.


 


Section 1.14“Daily
Value Traded” in respect of a particular day means the product obtained by multiplying the daily trading volume of the
Common Stock for that day on the Principal Market by the VWAP for such day.


 


Section 1.15“Environmental
Laws” shall have the meaning set forth in Section 4.08.


 


Section 1.16“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


Section 1.17“Indemnified
Liabilities” shall have the meaning set forth in Section 5.01.


 


Section 1.18“Initial
Registration Statement” shall have the meaning set forth in 6.01.


 


Section 1.19“Investor
Indemnitees” shall have the meaning set forth in Section 5.01.


 


Section 1.20“Market
Price” shall mean the lowest daily VWAP of the Common Stock during the relevant Pricing Period that is greater than
or equal to the Minimum Acceptable Price.


 


Section 1.21“Material
Adverse Effect” shall mean any condition, circumstance, or situation that may result in, or would reasonably be expected
to result in (i) a material adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated
herein, (ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of
the Company and its Subsidiary, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform
in any material respect on a timely basis its obligations under this Agreement.


 






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Section 1.22“Maximum
Advance Amount” in respect of each Advance Notice (except for the Initial Advance Notice) means such amount as is equal
to the greater of (i) 20% of the aggregate Daily Value Traded during the 5 Trading Days immediately prior to (but not including,
unless the Advance Notice is delivered after the close of the Trading Day) the date the Company submits an Advance Notice, but
not to exceed $750,000, (ii) $25,000, or (iii) such other amount as may be agreed by the parties.


 


Section 1.23“Minimum
Acceptable Price” or “MAP” shall mean the minimum price notified by the Company to the Investor in
each Advance Notice.


 


Section 1.24“OFAC”
shall mean the U.S. Department of Treasury’s Office of Office of Foreign Asset Control.


 


Section 1.25“Ownership
Limitation” shall have the meaning set forth in Section 2.01(a).


 


Section 1.26“Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


Section 1.27“Plan of
Distribution” shall mean the section of a Registration Statement disclosing the plan of distribution of the Shares


 


Section 1.28“Pricing
Period” shall mean the 5 consecutive Trading Days commencing on the Trading Day immediately following the Advance Notice
Date.


 


Section 1.29 “Principal
Market” shall mean the OTC Markets, the New York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global
Market, the NASDAQ Capital Market, whichever is at the time the principal trading exchange or market for the Common Stock.


 


Section 1.30“Prospectus”
shall mean the Base Prospectus, as supplemented by any Prospectus Supplement.


 


Section 1.31“Prospectus
Supplement” shall mean any prospectus supplement to the Base Prospectus filed with the SEC pursuant to Rule 424(b) under
the Securities Act, including, without limitation, the Prospectus Supplement to be filed in accordance with Section 6.01 hereof.


 


Section 1.32“Purchase
Price” shall mean the price per share obtained by multiplying the Market Price by 98.5%.


 


Section 1.33“Registrable
Securities” shall mean (i) the Shares (ii) the Initial Advance Fee Shares, and (iii) any securities issued or issuable
with respect to any of the foregoing by way of exchange, stock dividend or stock split or in connection with a combination of
shares, recapitalization, consolidation or other reorganization or otherwise. As to any particular Registrable Securities, once
issued such securities shall cease to be Registrable Securities when (a) the Registration Statement has been declared effective
by the SEC and such Registrable Securities have been disposed of pursuant to the Registration Statement, (b) such Registrable
Securities have been sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provision
then in force) under the Securities Act (“Rule 144”) are met, or (c) such Registrable Securities may be sold
without any time, volume or manner limitations pursuant to Rule 144.


 



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Section 1.34“Registration Limitation”
shall have the meaning set forth in Section 2.01(a).


 


Section 1.35“Registration
Period” shall mean the Initial Registration Statement or another registration statement on a form promulgated by the
SEC for which the Company then qualifies for the registration of the offer and sale of the Shares to be offered and sold by the
Company to the Investor and the resale of such Shares by the Investor, as the same may be amended and supplemented from time to
time and including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act and any successor
registration statement filed by the Company with the SEC under the Securities Act on a form promulgated by the SEC for which the
Company then qualifies and which form shall be available for the registration of the transactions contemplated hereunder.


 


Section 1.36“Regulation
D” shall mean Regulation D promulgated under the Securities Act.


 


Section 1.37“Sanctions”
means any sanctions administered or enforced by OFAC, the U.S. State Department, the United Nations Security Council, the European
Union, Her Majesty’s Treasury, or other relevant sanctions authority.


 


Section 1.38“Sanctions
Programs” means any OFAC economic sanction program (including, without limitation, programs related to Crimea, Cuba,
Iran, North Korea, Sudan and Syria).


 


Section 1.39“SEC”
shall mean the U.S. Securities and Exchange Commission.


 


Section 1.40“SEC Documents”
shall have the meaning set forth in Section 4.04.


 


Section 1.41“Securities
Act” shall have the meaning set forth in the recitals of this Agreement.


 


Section 1.42“Settlement
Document” shall have the meaning set forth in Section 2.02(a).


 


Section 1.43“Shares”
shall mean the Common Stock to be issued from time to time hereunder pursuant to Advances.


 


Section 1.44“Trading
Day” shall mean any day during which the Principal Market shall be open for business.


 


Section 1.45“VWAP”
means, for any Trading Day, the daily volume weighted average price of the Common Stock for such date on the Principal Market
as reported by Bloomberg L.P. during regular trading hours.


 






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Article II. Advances


 


Section 2.01Advances; Mechanics.
Subject to the terms and conditions of this Agreement (including, without limitation, the provisions of Article VII hereof), the
Company, at its sole and exclusive option, may issue and sell to the Investor, and the Investor shall purchase from the Company,
Common Stock on the following terms:


 


		(a)	Advance
                                         Notice. At any time during the Commitment Period the Company may require the Investor
                                         to purchase Shares by delivering an Advance Notice to the Investor, subject to the conditions
                                         set forth in Section 7.01, and in accordance with the following provisions;



 


		(i)	The
                                         Company shall have the right, at any time during the 14 day period beginning on the first
                                         day immediately following the date the Company files its 10-Q for the period ended June
                                         30, 2016, to deliver the first Advance Notice (the “Initial Advance Notice”),
                                         which shall be for an Advance amount not to exceed $400,000 (such amount of the Initial
                                         Advance shall be referred to as the “Initial Advance Amount”).



 


		(ii)	Except
                                         for the Initial Advance Notice, the Company shall, in its sole discretion, select the
                                         Advance amount it desires to request in each Advance Notice and the time it desires to
                                         deliver each Advance Notice, which amount shall not exceed the Maximum Advance Amount,
                                         provided however, the Company acknowledges and agrees that the total Advance amount that
                                         the Company will receive in connection with each Advance Notice may be less than the
                                         Advance amount requested in the Advance Notice due to reductions to the Advance amount
                                         in accordance with Section 2.01(c) of this Agreement.



 


		(iii)	There
                                         shall be no mandatory minimum Advances and no non-usages fee for not utilizing the Commitment
                                         Amount or any part thereof.



 


		(b)	Date
                                         of Delivery of Advance Notice. Advance Notices shall be delivered in accordance with
                                         the instructions set forth on the bottom of Exhibit A. An Advance Notice shall be deemed
                                         delivered on (i) the Trading Day it is received by the Investor if such notice is received
                                         prior to 5:00 p.m. Eastern Time in accordance
                                         with the instructions set forth on the bottom of Exhibit A, or (ii) the immediately
                                         succeeding Trading Day if it is received after 5:00 p.m. Eastern Time on a Trading Day
                                         or at any time on a day which is not a Trading Day, in each case in
                                         accordance with the instructions set forth on the bottom of Exhibit A. No Advance
                                         Notice may be deemed delivered on a day that is not a Trading Day.



 






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		(c)	Advance
                                         Limitations. Regardless of the Advance amount requested by the Company in the Advance
                                         Notice (including the Initial Advance Notice, if applicable), the final amount of the
                                         Advance shall be reduced in accordance with each of the following limitations:



 


		(i)	Ownership
                                         Limitation; Commitment Amount. In no event shall the number of shares of Common Stock
                                         issuable to the Investor pursuant to an Advance cause the aggregate number of shares
                                         of Common Stock beneficially owned (as calculated pursuant to Section 13(d) of the Exchange
                                         Act) by the Investor and its affiliates to exceed 4.99% of the then outstanding Common
                                         Stock (the “Ownership Limitation”). In connection with each Advance
                                         Notice delivered by the Company, any portion of an Advance that would (i) cause the Investor
                                         to exceed the Ownership Limitation or (ii) cause the aggregate amount of Advances to
                                         exceed the Commitment Amount shall automatically be withdrawn with no further action
                                         required by the Company, and such Advance Notice shall be deemed automatically modified
                                         to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn
                                         portion.



 


		(ii)	Registration
                                         Limitation. In no event shall the aggregate number of Shares subject to an Advance
                                         Notice cause the number of Shares purchased by the Investor pursuant to this Agreement
                                         to exceed the number of Shares registered under the Registration Statement then in effect
                                         (the “Registration Limitation”). In connection with each Advance Notice,
                                         any portion of an Advance that would exceed the Registration Limitation shall automatically
                                         be withdrawn with no further action required by the Company and such Advance Notice shall
                                         be deemed automatically modified to reduce the aggregate amount of the requested Advance
                                         by an amount equal to such withdrawn portion in respect of each Advance Notice.



 


		(d)	Minimum
                                         Acceptable Price.



 


		(i)	With
                                         respect to each Advance Notice, the Company shall notify the Investor of the MAP with
                                         respect to such Advance by indicating an MAP on each Advance Notice. If no MAP is specified
                                         in an Advance Notice, then no MAP shall be in effect in connection with such Advance.
                                         For each Advance: (A) the amount of the Advance set forth in such Advance Notice shall
                                         automatically be reduced by 20% for each Trading Day during the Pricing Period for which
                                         the VWAP of the Common Stock is below the MAP in effect with respect to such Advance
                                         Notice (if applicable), or for which there is no VWAP (each such day, an “Excluded
                                         Day”), and (B) for the avoidance of doubt, each Excluded Day shall be excluded
                                         from the Pricing Period for purposes of determining the Market Price.



 


		(ii)	The
                                         number of Shares to be issued and delivered to the Investor at each Closing with respect
                                         to an Advance Notice with an Excluded Day shall be determined based on the Advance Notice
                                         amount as reduced pursuant to Section 2.01(d)(i)(A) above (the “Adjusted Advance
                                         Amount”); provided, however, that the Adjusted Advance Amount shall be automatically
                                         increased by an amount equal to the number of Shares sold by the Investor on such Excluded
                                         Day (in a total amount for each Excluded Day not to exceed 20% of the amount of the Advance
                                         set forth in the original Advance Notice) at a price per share equal to the MAP in effect
                                         with respect to such Advance Notice (without any further discount).



 






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		(e)	Notwithstanding
                                         any other provision in this Agreement, the Company and the Investor acknowledge and agree
                                         that upon the Investor’s receipt of a valid Advance Notice the parties shall be
                                         deemed to have entered into an unconditional contract binding on both parties for the
                                         purchase and sale of Shares pursuant to such Advance Notice in accordance with the terms
                                         of this Agreement and subject to applicable law.



 


Section 2.02Closings.
Each Closing shall take place as soon as practicable after each Advance Date in accordance with the procedures set forth below.
In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below:


 


		(a)	On
                                         each Advance Date, the Investor shall deliver to the Company a written document, in the
                                         form attached hereto as Exhibit B (each a “Settlement Document”),
                                         setting forth the amount of the Advance (taking into account any adjustments pursuant
                                         to Section 2.01), the Purchase Price, the number of shares of Common Stock to
                                         be purchased by the Investor, and a report by Bloomberg, L.P. indicating the VWAP for
                                         each of the Trading Days during the Pricing Period (or, if not reported on Bloomberg,
                                         L.P., another reporting service reasonably agreed to by the parties), in each case in
                                         accordance with the terms and conditions of this Agreement.



 


		(b)	Promptly
                                         after receipt of the Settlement Document with respect to each Advance (and, in any event,
                                         not later than two Trading Days after such receipt), the Company will, or will cause
                                         its transfer agent to, electronically transfer such number of shares of Common Stock
                                         to be purchased by the Investor (as set forth in the Settlement Document) by crediting
                                         the Investor’s account or its designee’s account at the Depository Trust
                                         Company through its Deposit Withdrawal at Custodian System or by such other means of
                                         delivery as may be mutually agreed upon by the parties hereto (which in all cases the
                                         resale of such shares of Common Stock shall be covered by an effective Registration Statement
                                         and may be freely transferred by the Investor), and transmit notification to the Investor
                                         that such share transfer has been requested. Promptly upon receipt of such notification,
                                         the Investor shall pay to the Company of the aggregate amount of the Advance (as set
                                         forth in the Closing Statement) in cash in immediately available funds to an account
                                         designated by the Company in writing and transmit notification to the Company that such
                                         funds transfer has been requested. No fractional shares shall be issued, and any fractional
                                         amounts shall be rounded to the next higher whole number of shares. Any certificates
                                         evidencing Common Stock delivered pursuant hereto shall be free of restrictive legends.
                                         To facilitate the transfer of the share of Common Stock by the Investor, the shares of
                                         Common Stock will not bear any restrictive legends so long as there is an effective Registration
                                         Statement covering such Common Stock.



 


		(c)	On
                                         or prior to the Advance Date, each of the Company and the Investor shall deliver to the
                                         other all documents, instruments and writings required to be delivered by either of them
                                         pursuant to this Agreement in order to implement and effect the transactions contemplated
                                         herein.



 






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Section 2.03Hardship.
In the event the Investor sells shares of Common Stock after receipt of an Advance Notice and the Company fails to perform its
obligations as mandated in Section 2.02, the Company agrees that in addition to and in no way limiting the rights and obligations
set forth in Article V hereto and in addition to any other remedy to which the Investor is entitled at law or in equity, including,
without limitation, specific performance, it will hold the Investor harmless against any loss, claim, damage, or expense (including
reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and acknowledges
that irreparable damage may occur in the event of any such default. It is accordingly agreed that the Investor shall be entitled
to an injunction or injunctions to prevent such breaches of this Agreement and to specifically enforce (subject to the Securities
Act and other rules of the Principal Market), without the posting of a bond or other security, the terms and provisions of this
Agreement.


 


Section 2.04In the event the
Investor fails to perform its obligations as mandated in Section 2.02, the Investor agrees that in addition to and in no way limiting
the rights and obligations set forth in Article V hereto and in addition to any other remedy to which the Company is entitled
at law or in equity, including, without limitation, specific performance, it will hold the Company harmless against any loss,
claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such
default by the Investor and acknowledges that irreparable damage may occur in the event of any such default. It is accordingly
agreed that the Company shall be entitled to an injunction or injunctions to prevent such breaches of this Agreement and to specifically
enforce (subject to the Securities Act and other rules of the Principal Market), without the posting of a bond or other security,
the terms and provisions of this Agreement.


 


Article III. Representations
and Warranties of Investor


 


Investor hereby represents and
warrants to, and agrees with, the Company that the following are true and correct as of the date hereof and as of each Advance
Date:


 


Section 3.01Organization
and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands
and has all requisite power and authority to execute, deliver and perform this Agreement, including all transactions contemplated
hereby. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor
of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized
and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and
deliver this Agreement and all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed
and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute
the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.


 


Section 3.02Evaluation of
Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable of evaluating
the merits and risks of, and bearing the economic risks entailed by, an investment in the Company and of protecting its interests
in connection with the transactions contemplated hereby. The Investor acknowledges and agrees that its investment in the Company
involves a high degree of risk, and that the Investor may lose all or a part of its investment.


 






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Section 3.03No Legal, Investment
or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review this Agreement and the transactions
contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely on such
counsel and advisors and not on any statements or representations of the Company or any of the Company’s representatives
or agents for legal, tax, investment or other advice with respect to the Investor’s acquisition of Common Stock hereunder,
the transactions contemplated by this Agreement or the laws of any jurisdiction and that the Investor may lose all or a part of
its investment.


 


Section 3.04Investment Purpose.
The shares of Common Stock purchased by the Investor hereunder are being or will be purchased for its own account, for investment
purposes, and without any view or intention to distribute such shares in violation of the Securities Act or any other applicable
securities laws. The Investor agrees not to assign or in any way transfer the Investor’s rights to the securities or any
interest therein or its obligations under this Agreement and acknowledges that the Company will not recognize any purported assignment
or transfer except in accordance with applicable Federal and state securities laws. No other Person has or will have a direct
or indirect beneficial interest in the securities. The Investor agrees not to sell, hypothecate or otherwise transfer the Investor’s
Common Stock unless such shares are registered under Federal and applicable state securities laws or unless, in the opinion of
counsel satisfactory to the Company, an exemption from such registration is available.


 


Section 3.05Accredited Investor.
The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation D.


 


Section 3.06Information.
The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating to the business, finances
and operations of the Company and information it deemed material to making an informed investment decision. The Investor and its
advisors, if any, have been afforded the opportunity to ask questions of the Company and its management and has received answers
to such questions. Neither such inquiries nor any other due diligence investigations conducted by such Investor or its advisors,
if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations
and warranties contained in this Agreement. The Investor understands that its investment involves a high degree of risk. The Investor
has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment decision with
respect to the transactions contemplated hereby.


 


Section 3.07Not an Affiliate.
The Investor is not an officer, director or a person that directly, or indirectly through one or more intermediaries, controls
or is controlled by, or is under common control with the Company or any “affiliate” of the Company (as that
term is defined in Rule 405 promulgated under the Securities Act).


 






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Section
3.08Trading Activities. The Investor’s trading activities with respect to the Common Stock shall be in compliance
with all applicable federal and state securities laws, rules and regulations and the rules and regulations of the Principal Market
on which the Common Stock is listed or traded. Neither the Investor nor its affiliates has any open short position in the
Common Stock, nor has the Investor entered into any hedging transaction that establishes
a net short position with respect to the Common Stock, and the Investor agrees that it shall not, and that it will cause
its affiliates not to, engage in any short sales or hedging transactions with respect to the Common Stock; provided that
the Company acknowledges and agrees that upon receipt of an Advance Notice the Investor has the right to sell the shares to be
issued to the Investor pursuant to the Advance Notice prior to receiving such shares.



 


Section 3.09General
Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged
in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or
sale of the Common Stock offered hereby.


 


Article IV. Representations
and Warranties of the Company


 


Except as set forth in the SEC
Documents, or in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation
or warranty otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules
or in another Section of the Disclosure Schedules, to the extent that it is reasonably apparent on the face of such disclosure
that such disclosure is applicable to such Section, the Company represents and warrants to the Investor that, as of the date hereof
and as of each Advance Date (other than representations and warranties which address
matters only as of a certain date, which shall be true and correct as written as of such certain date), that:


 


Section 4.01Organization
and Qualification. Each of the Company and its Subsidiary (as defined below) is an entity duly organized and validly existing
under the laws of its state of organization or incorporation, and has the requisite power and authority to own its properties
and to carry on its business as now being conducted. Each of the Company and its Subsidiary is duly qualified to do business and
is in good standing (to the extent applicable) in every jurisdiction in which the nature of the business conducted by it makes
such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a
Material Adverse Effect. “Subsidiaries” means any Person (as defined below) in which the Company, directly
or indirectly, (x) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (y) controls
or operates all or any part of the business, operations or administration of such Person, and each of the foregoing, is individually
referred to herein as a “Subsidiary.”


 


Section 4.02Authorization,
Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into
and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance
with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and the other Transaction Documents,
and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance
of the Common Stock) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors
or other governing body and no further consent or authorization will be required by the Company, its board of directors or its
shareholders. This Agreement and the other Transaction Documents to which it is a party have been (or, when executed and delivered,
will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor,
constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles
of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting
generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution
may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement
and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the
transactions contemplated hereby and thereby, as may be amended from time to time.


 






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Section 4.03No Conflict.
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the
transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Stock) will not (i) result
in a violation of the articles of association or other organizational documents of the Company or its Subsidiary (with respect
to consummation, as the same may be amended prior to the date on which any of the transactions contemplated hereby are consummated),
(ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument
to which the Company or its Subsidiary is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment
or decree (including federal and state securities laws and regulations) applicable to the Company or its Subsidiary or by which
any property or asset of the Company or its Subsidiary is bound or affected except, in the case of clause (ii) or (iii) above,
to the extent such violations that would not reasonably be expected to have a Material Adverse Effect.


 


Section 4.04SEC Documents;
Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed
by it with the SEC pursuant to Section 15(d) of the Exchange Act for the two years preceding the date hereof (or such shorter
period as the Company was required by law or regulation to file such material) (all of the foregoing filed within two years preceding
the date hereof or amended after the date hereof, or filed after the date hereof, and all exhibits included therein and financial
statements and schedules thereto and documents incorporated by reference therein, and all registration statements filed by the
Company under the Securities Act, being hereinafter referred to as the “SEC Documents”). The Company has made
available to the Investor through the SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents.
As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or
the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the
Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and
the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance
with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise
indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent
they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial
position of the Company as of the respective dates thereof and the results of its operations and cash flows for the periods then
ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).


 






    	 	- 11 -	 



     

    

 


Section 4.05Equity Capitalization.
As of the date hereof there are 25,000,000 shares of Common Stock authorized, of which 5,865,221 are issued and outstanding. All
of such outstanding shares are duly authorized, validly issued, fully paid and nonassessable.


 


Section 4.06Intellectual
Property Rights. The Company and its Subsidiary own or possess adequate rights or licenses to use all material trademarks,
trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,
approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted,
except as would not cause a Material Adverse Effect. The Company and its Subsidiary do not have any knowledge of any infringement
by the Company or its Subsidiary of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service
names, service marks, service mark registrations, or trade secrets, except as would not cause a Material Adverse Effect. To the
knowledge of the Company, there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge,
being threatened against the Company or its Subsidiary regarding trademark, trade name, patents, patent rights, invention, copyright,
license, service names, service marks, service mark registrations, trade secret or other infringement; and, except as would not
cause a Material Adverse Effect, the Company is not aware of any facts or circumstances which might give rise to any of the foregoing.


 


Section 4.07Employee Relations.
Neither the Company nor any of its Subsidiary is involved in any labor dispute nor, to the knowledge of the Company or any of
its Subsidiary, is any such dispute threatened, in each case which is reasonably likely to cause a Material Adverse Effect.


 


Section 4.08Environmental
Laws. The Company and its Subsidiary (i) are in compliance in all material respects with all Environmental Laws (as defined
below), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct
their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval
where, in each of the foregoing clauses (i), (ii) and (iii), the failure to so comply would be reasonably expected to have, individually
or in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means all applicable federal,
state and local laws relating to pollution or protection of human health or the environment (including, without limitation, ambient
air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions,
discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes
(collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations,
codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans
or regulations issued, entered, promulgated or approved thereunder.


 






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Section 4.09Title. Except
as set forth in the SEC Documents or except as would not cause a Material Adverse Effect, the Company has good and marketable
title to its properties and material assets owned by it, free and clear of any pledge, lien, security interest, encumbrance, claim
or equitable interest other than such as are not material to the business of the Company. Any real property and facilities held
under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions
as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company
and its subsidiaries.


 


Section 4.10Insurance.
The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company
and its subsidiaries are engaged. The Company has no reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue
its business at a cost that would not have a Material Adverse Effect.


 


Section 4.11Regulatory Permits.
Except as would not cause a Material Adverse Effect, the Company and its subsidiaries possess all material certificates, authorizations
and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses,
and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification
of any such certificate, authorization or permits.


 


Section 4.12Internal Accounting
Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to
maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific
authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.


 


Section 4.13Absence of Litigation.
Except as set forth in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending against or affecting the Company, the Common Stock
or any of the Company’s Subsidiary, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect.


 


Section 4.14Subsidiaries.
Except as disclosed in the SEC Documents, the Company does not presently own or control, directly or indirectly, any interest
in any other corporation, partnership, association or other business entity.


 






    	 	- 13 -	 



     

    

 


Section 4.15Tax Status.
Each of the Company and its Subsidiary (i) has timely made or filed all foreign, federal and state income and all other tax returns,
reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental
assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations,
except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment
of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes
in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company and its
Subsidiaries know of no basis for any such claim.


 


Section 4.16Certain Transactions.
Except as set forth in the SEC Documents (or as not required to be disclosed pursuant to applicable law) none of the officers
or directors of the Company is presently a party to any transaction with the Company (other than for services as employees, officers
and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing
for rental of real or personal property to or from, or otherwise requiring payments to or from any officer or director, or to
the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer or director has a substantial
interest or is an officer, director, trustee or partner.


 


Section 4.17Fees and Rights
of First Refusal. The Company is not obligated to offer the Common Stock offered hereunder on a right of first refusal basis
or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters,
brokers, agents or other third parties.


 


Section 4.18Dilution.
The Company is aware and acknowledges that issuance of Common Stock hereunder could cause dilution to existing shareholders and
could significantly increase the outstanding number of Common Stock.


 


Section 4.19Acknowledgment
Regarding Investor’s Purchase of Shares. The Company acknowledges and agrees that the Investor is acting solely in the
capacity of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder. The Company
further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity)
with respect to this Agreement and the transactions contemplated hereunder and any advice given by the Investor or any of its
representatives or agents in connection with this Agreement and the transactions contemplated hereunder is merely incidental to
the Investor’s purchase of the Shares hereunder. The Company is aware and acknowledges that it shall not be able to request
Advances under this Agreement if the Registration Statement is not effective or if any issuances of Common Stock pursuant to any
Advances would violate any rules of the Principal Market. The Company further is aware and acknowledges that any fees paid or
shares issued pursuant to Section 13.04 hereunder shall be earned on the date hereof and are not refundable or returnable under
any circumstances.


 






    	 	- 14 -	 



     

    

 


Section 4.20Neither the Company,
nor any Subsidiary of the Company, nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate
of the Company or any Subsidiary of the Company, is a Person that is, or is owned or controlled by a Person that is:


 


		(a)	on
                                         the list of Specially Designated Nationals and Blocked Persons maintained by OFAC from
                                         time to time;



 


		(b)	the
                                         subject of any Sanctions;



 


		(c)	has
                                         a place of business in, or is operating, organized, resident or doing business in a country
                                         or territory that is, or whose government is, the subject of Sanctions Programs (including
                                         without limitation Crimea, Cuba, Iran, North Korea, Sudan and Syria).



 


Article V. Indemnification


 


The Investor and the Company represent
to the other the following with respect to itself:


 


Section 5.01Indemnification
by the Company. In consideration of the Investor’s execution and delivery of this Agreement, and in addition to all
of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless
the Investor, and all of its officers, directors, partners, employees and agents (including, without limitation, those retained
in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Investor Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages,
and reasonable and documented expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party
to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements
(the “Indemnified Liabilities”), incurred by the Investor Indemnitees or any of them as a result of, or arising
out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement
for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading; provided, however,
that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of
or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance
upon and in conformity with written information furnished to the Company by or on behalf of the Investor specifically for inclusion
therein; (b) any material misrepresentation or breach of any material representation or material warranty made by the Company
in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (c) any material breach of
any material covenant, material agreement or material obligation of the Company contained in this Agreement or any other certificate,
instrument or document contemplated hereby or thereby; or (d) any cause of action, suit or claim brought or made against such
Investor Indemnitee not arising out of any action or inaction of an Investor Indemnitee, and arising out of or resulting from
the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed
pursuant hereto by any of the Investor Indemnitees. To the extent that the foregoing undertaking by the Company may be unenforceable
for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities,
which is permissible under applicable law.


 






    	 	- 15 -	 



     

    

 


Section 5.02Indemnification
by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all
of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless
the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained
in connection with the transactions contemplated by this Agreement) (collectively, the “Company Indemnitees”)
from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising
out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement
for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading; provided, however,
that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf
of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in
any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement
or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information
furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach
of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or
thereby executed by the Investor; (c) any breach of any covenant, agreement or obligation of the Investor(s) contained in this
Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor; or (d) any
cause of action, suit or claim brought or made against such Company Indemnitee not arising out of any action or inaction of a
Company Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement
or any other instrument, document or agreement executed pursuant hereto by any of the Company Indemnitees. To the extent that
the foregoing undertaking by the Investor may be unenforceable for any reason, the Investor shall make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law.


 






    	 	- 16 -	 



     

    

 


Section 5.03Notice of Claim.
Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee,
as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party
under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify
the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced
by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably
satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however,
that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the reasonable fees and
expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor
Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests
between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The
Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation
or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably
available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall
keep the Investor Indemnitee or Company Indemnitee fully apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding
effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay
or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company
Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability
in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated
to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating
to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic
payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor
is due.


 


Section
5.04Remedies. The remedies provided for in this Article V are not exclusive and shall not limit any right or
remedies which may otherwise be available to any indemnified person at law or in equity. The
obligations of the parties to indemnify
or make contribution under this Article V shall survive expiration or termination of this Agreement for a period of three years.
Notwithstanding anything to the contrary under this Agreement or applicable law, the no party shall be entitled to any
indemnification pursuant to Section ‎‎5 (other than claims for any damages resulting from fraud) until the aggregate amount
of all such damages that would otherwise be indemnifiable to such party equals or exceeds $25,000 (the “Basket”),
at which time such party shall be entitled to indemnification for the full amount of all damages (including all damages incurred
prior to exceeding the Basket).


 


Section 5.05Limitation of
liability. Notwithstanding the foregoing, no party shall be entitled to recover from the other party for punitive, indirect,
incidental or consequential damages.


 






    	 	- 17 -	 



     

    

 


Article VI.

Covenants of the Company


 


Section 6.01Registration
Statement.


 


		(a)	The
                                         Company has filed a registration statement (with File Number 333-196760) (the “Initial
                                         Registration Statement”) with the SEC under the Securities Act on Form S-3
                                         with respect to the issuance sale of the Shares by the Company, which contains, among
                                         other things a Plan of Distribution section disclosing the methods by which the Company
                                         may sell the Shares. The Initial Registration Statement was declared effective on August
                                         4, 2014 and remains in effect on the date hereof.



 


		(b)	Promptly
                                         after the date hereof (and prior to the Company delivering an Advance Notice to the Investor
                                         hereunder), the Company shall file with the SEC a report on Form 8-K or such other appropriate
                                         form as determined by counsel to the Company, relating to the transactions contemplated
                                         by this Agreement and a preliminary Prospectus Supplement pursuant to Rule 424(b) of
                                         the Securities Act disclosing all information relating to the transaction contemplated
                                         hereby required to be disclosed therein and an updated Plan of Distribution, including,
                                         without limitation, the name of the Investor, the number of Shares being offered hereunder,
                                         the terms of the offering, the purchase price of the Shares, and other material terms
                                         of the offering, and any other information or disclosure necessary to register the transactions
                                         contemplated herein (collectively, the “Initial Disclosure”) and shall
                                         provide the Investor with 24 hours to review the Initial Disclosure prior to its filing.



 


		(c)	Maintaining
                                         a Registration Statement. The Company shall maintain the effectiveness of any Registration
                                         Statement with respect to Registrable Securities that has been declared effective at
                                         all times during the Commitment Period or, if earlier, until such time as no Registrable
                                         Securities registered thereunder remain outstanding (the “Registration Period”).
                                         Notwithstanding anything to the contrary contained in this Agreement, the Company shall
                                         ensure that, when filed and at all times while effective, each Registration Statement
                                         (including, without limitation, all amendments and supplements thereto) and the prospectus
                                         (including, without limitation, all amendments and supplements thereto) used in connection
                                         with such Registration Statement shall not contain any untrue statement of a material
                                         fact or omit to state a material fact required to be stated therein, or necessary to
                                         make the statements therein (in the case of prospectuses, in the light of the circumstances
                                         in which they were made) not misleading. During the Commitment Period, the Company shall
                                         notify the Investor promptly if (i) the Registration Statement shall cease to be effective
                                         under the Securities Act, (ii) the Common Stock shall cease to be authorized for listing
                                         on the Principal Market, (iii) the Common Stock ceases to be registered under Section
                                         12(b) or Section 12(g) of the Exchange Act or (iv) the Company fails to file in a timely
                                         manner all reports and other documents required of it as a reporting company under the
                                         Exchange Act.



 


		(d)	Filing
                                         Procedures. Not less than one business days prior to the filing of a Registration
                                         Statement and not less than one business day prior to the filing of any related amendments
                                         and supplements to all Registration Statements (except for any amendments or supplements
                                         caused by the filing of any annual reports on Form 10-K, current reports on Form 8-K,
                                         and any similar or successor reports), the Company shall furnish to the Investor copies
                                         of all such documents proposed to be filed, which documents (other than those incorporated
                                         or deemed to be incorporated by reference) will be subject to the reasonable and prompt
                                         review of the Investor. The Investor shall furnish comments on a Registration Statement
                                         and any related amendment and supplement to a Registration Statement to the Company within
                                         24 hours of the receipt thereof. If the Investor
                                         fails to provide comments to the Company within such 24-hour period, then the Registration
                                         Statement, related amendment or related supplement, as applicable, shall be deemed accepted
                                         by the Investor in the form originally delivered by the Company to the Investor.



 






    	 	- 18 -	 



     

    

 


		(e)	Delivery
                                         of Final Documents. The Company shall furnish to the Investor without charge, (i)
                                         at least one copy of each Registration Statement as declared effective by the SEC and
                                         any amendment(s) thereto, including financial statements and schedules, all documents
                                         incorporated therein by reference, all exhibits and each preliminary prospectus, (ii)
                                         at the request of the Investor, 10 copies of the final prospectus included in such Registration
                                         Statement and all amendments and supplements thereto (or such other number of copies
                                         as the Investor may reasonably request) and (iii) such other documents as the Investor
                                         may reasonably request from time to time in order to facilitate the disposition of the
                                         Registrable Securities owned by the Investor pursuant to a Registration Statement. Filing
                                         of the forgoing with the SEC via its EDGAR system shall satisfy the requirements of this
                                         section.



 


		(f)	Amendments
                                         and Other Filings. The Company agrees that on such dates as the Securities Act shall
                                         require, the Company will file a Prospectus Supplement or other appropriate form as determined
                                         by counsel with the SEC under the applicable paragraph of Rule 424(b) under the Securities
                                         Act, which Prospectus Supplement will set forth, within the relevant period, the amount
                                         of Shares sold to the Investor, the net proceeds to the Company and the discount paid
                                         by the Investor with respect to such Shares. The Company shall provide the Investor at
                                         least 24 hours to comment on a draft of each such Prospectus Supplement (and shall give
                                         due consideration to all such comments) and shall deliver or make available to the Investor,
                                         without charge, an electronic copy of each form of Prospectus Supplement, together with
                                         the Base Prospectus. The Company consents to the use of the Prospectus (and of any Prospectus
                                         Supplement thereto) in accordance with the provisions of the Securities Act and with
                                         the securities or “blue sky” laws of the jurisdictions in which the Shares
                                         may be sold by the Investor, in connection with the offering and sale of the Shares and
                                         for such period of time thereafter as the Prospectus is required by the Securities Act
                                         to be delivered in connection with sales of the Shares. If during such period of time
                                         any event shall occur that in the judgment of the Company and its counsel is required
                                         to be set forth in the Prospectus or should be set forth therein in order to make the
                                         statements made therein, in the light of the circumstances under which they were made,
                                         not misleading, or if it is necessary to supplement or amend the Prospectus to comply
                                         with the Securities Act or any other applicable law or regulation, the Company shall
                                         forthwith prepare and file with the SEC an appropriate Prospectus Supplement to the Prospectus
                                         and shall promptly furnish or make available to the Investor an electronic copy thereof.
                                         The Company shall (i) prepare and file with the SEC such amendments (including post-effective
                                         amendments) and supplements to a Registration Statement and the related prospectus used
                                         in connection with such Registration Statement, which prospectus is to be filed pursuant
                                         to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration
                                         Statement effective at all times during the Registration Period.



 






    	 	- 19 -	 



     

    

 


		(g)	Blue-Sky.
                                         The Company shall use its commercially reasonable efforts to, if applicable, (i) register
                                         and qualify the Registrable Securities covered by a Registration Statement under such
                                         other securities or “blue sky” laws of such jurisdictions in the United States
                                         as the Investor reasonably requests, (ii) prepare and file in those jurisdictions, such
                                         amendments (including post-effective amendments) and supplements to such registrations
                                         and qualifications as may be necessary to maintain the effectiveness thereof during the
                                         Registration Period, (iii) take such other actions as may be necessary to maintain such
                                         registrations and qualifications in effect at all times during the Registration Period,
                                         and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable
                                         Securities for sale in such jurisdictions; provided, however, that the Company shall
                                         not be required in connection therewith or as a condition thereto to (w) make any change
                                         to its Articles of Incorporation or Bylaws, (x) qualify to do business in any jurisdiction
                                         where it would not otherwise be required to qualify but for this Section 6.01(g), (y)
                                         subject itself to general taxation in any such jurisdiction, or (z) file a general consent
                                         to service of process in any such jurisdiction. The Company shall promptly notify the
                                         Investor of the receipt by the Company of any notification with respect to the suspension
                                         of the registration or qualification of any of the Registrable Securities for sale under
                                         the securities or “blue sky” laws of any jurisdiction in the United States
                                         or its receipt of actual notice of the initiation or threat of any proceeding for such
                                         purpose.



 


Section 6.02Listing of Common
Stock. The Company shall use its commercially reasonable efforts to maintain the Common Stock’ authorization for quotation
on the Principal Market and shall notify the Investor promptly if the Common Stock shall cease to be authorized for quotation
on the Principal Market.


 


Section 6.03Opinion of Counsel.
Prior to the date of the first Advance Notice, the Investor shall have received an opinion letter from counsel to the Company
in form and substance reasonably satisfactory to the Investor.


 


Section 6.04Exchange Act
Registration. The Company will file in a timely manner all reports and other documents required of it as a reporting company
under the Exchange Act and will not take any action or file any document (whether or not permitted by Exchange Act or the rules
thereunder) to terminate or suspend its reporting and filing obligations under the Exchange Act.


 


Section 6.05Transfer Agent
Instructions. For any time while there is a Registration Statement in effect for this transaction, the Company shall, and
(if required by the transfer agent) cause legal counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with a copy to the Investor) instructions to issue Common Stock to the Investor free of restrictive legends upon each
Advance.


 


Section 6.06Corporate Existence.
The Company will take all steps necessary to preserve and continue the corporate existence of the Company during the Commitment
Period.


 






    	 	- 20 -	 



     

    

 


Section 6.07Notice of Certain
Events Affecting Registration; Suspension of Right to Make an Advance. The Company will immediately notify the Investor, and
confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a Registration Statement
or related prospectus relating to an offering of Registrable Securities: (i) receipt of any request for additional information
by the SEC or any other Federal or state governmental authority during the period of effectiveness of the Registration Statement
for amendments or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other Federal
governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction or the initiation or written threat of any proceeding for such
purpose; (iv) the happening of any event that makes any statement made in the Registration Statement or related prospectus of
any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the
making of any changes in the Registration Statement, related prospectus or documents so that, in the case of the Registration
Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not
contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading, or of the necessity
to amend the Registration Statement or supplement a related prospectus to comply with the Securities Act or any other law; and
(v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate;
and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company
shall not deliver to the Investor any Advance Notice, and the Investor shall not sell any Shares pursuant to a Registration Statement,
during the continuation of any of the foregoing events (each of the events described in the immediately preceding clauses (i)
through (v), inclusive, a “Material Outside Event”).


 


Section 6.08Consolidation.
If an Advance Notice has been delivered to the Investor, then the Company shall not effect any consolidation of the Company with
or into, or a transfer of all or substantially all the assets of the Company to another entity before the transaction contemplated
in such Advance Notice has been closed in accordance with Section 2.02 hereof.


 


Section 6.09Market Activities.The
Company will not, directly or indirectly, take any action designed to cause or result in, or that constitutes or might reasonably
be expected to constitute, the stabilization or manipulation of the price of any security of the Company under Regulation M of
the Exchange Act.


 


Section 6.10Expenses.
The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay
all expenses incident to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing
and filing of the Registration Statement and each amendment and supplement thereto, of each prospectus and of each amendment and
supplement thereto; (ii) the preparation, issuance and delivery of any Shares issued pursuant to this Agreement, (iii) all fees
and disbursements of the Company’s counsel, accountants and other advisors, (iv) the qualification of the Shares under securities
laws in accordance with the provisions of this Agreement, including filing fees in connection therewith, (v) the printing and
delivery of copies of any prospectus and any amendments or supplements thereto, (vi) the fees and expenses incurred in connection
with the listing or qualification of the Shares for trading on the Principal Market, or (vii) filing fees of the SEC and the Principal
Market.


 






    	 	- 21 -	 



     

    

 


Section 6.11Sales. Without
the written consent of the Investor, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant
any option to sell or otherwise dispose of any Common Stock (other than the Shares offered pursuant to the provisions of this
Agreement, the issuance of shares upon the exercise of outstanding options or warrants, and/or the issuance of shares under publicly
disclosed equity compensation plans of the Company) or securities convertible into or exchangeable for Common Stock, warrants
or any rights to purchase or acquire, Common Stock (other than the issuance of stock options and other equity award under publicly
disclosed equity compensation plans of the Company) during the period beginning on the 5th Trading Day immediately prior to an
Advance Notice Date and ending on the 5th Trading Day immediately following the corresponding Advance Date.


 


Section 6.12Current Report.
The Company shall not, and the Company shall cause each its Subsidiary and each of its and their respective officers, directors,
employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its
Subsidiaries without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s
sole discretion). Notwithstanding anything contained in this Agreement to the contrary, the Company expressly agrees that it shall
publicly disclose, no later than four (4) Business Days following the date hereof, any information communicated to the Investor
by or, to the knowledge of the Company, on behalf of the Company in connection with the transactions contemplated herein, which,
following the date hereof would, if not so disclosed, constitute material, non-public information regarding the Company or its
Subsidiary.


 


Section 6.13Black-out Periods.
Notwithstanding any other provision of this Agreement, the Company shall not deliver an Advance Notice during any Company black-out
periods or during any other period in which the Company is, or could be deemed to be, in possession of material non-public information.


 


Section 6.14Use of Proceeds.
The Company will use the proceeds from the sale of the Common Stock hereunder for working capital and other general corporate
purposes or, if different, in a manner consistent with the application thereof described in the Registration Statement. Neither
the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions contemplated herein, or lend,
contribute, facilitate or otherwise make available such proceeds to any Person (i) to fund, either directly or indirectly, any
activities or business of or with any Person that is identified on the list of Specially Designated Nationals and Blocker Persons
maintained by OFAC, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject
of Sanctions or Sanctions Programs, or (ii) in any other manner that will result in a violation of Sanctions.


 


Section 6.15Compliance with
Laws. The Company shall comply with all Applicable Laws and will not take any action which will cause the Investor to be in
violation of any such Applicable Laws.


 






    	 	- 22 -	 



     

    

 


Article VII.

Conditions for Advance and Conditions to Closing


 


Section 7.01Conditions Precedent
to the Right of the Company to Deliver an Advance Notice. The right of the Company to deliver an Advance Notice and the obligations
of the Investor hereunder with respect to an Advance is subject to the satisfaction by the Company, on each Advance Notice Date
and Advance Date (a “Condition Satisfaction Date”), of each of the following conditions:


 


		(a)	Accuracy
                                         of the Company’s Representations and Warranties. The representations and warranties
                                         of the Company shall be true and correct in all material respects.



 


		(b)	Registration
                                         of the Common Stock with the SEC. There is an effective Registration Statement pursuant
                                         to which the Investor is permitted to utilize the prospectus thereunder to resell all
                                         of the Common Stock issuable pursuant to such Advance Notice. The Company shall have
                                         filed with the SEC all reports, notices and other documents required under the Exchange
                                         Act and applicable SEC regulations during the twelve-month period immediately preceding
                                         the applicable Condition Satisfaction Date.



 


		(c)	Authority.
                                         The Company shall have obtained all permits and qualifications required by any applicable
                                         state for the offer and sale of the Common Stock, or shall have the availability of exemptions
                                         therefrom. The sale and issuance of the Common Stock shall be legally permitted by all
                                         laws and regulations to which the Company is subject.



 


		(d)	No
                                         Material Outside Event. No Material Outside Event shall have occurred and be continuing.



 


		(e)	Performance
                                         by the Company. The Company shall have performed, satisfied and complied in all material
                                         respects with all covenants, agreements and conditions required by this Agreement to
                                         be performed, satisfied or complied with by the Company at or prior to each Condition
                                         Satisfaction Date.



 


		(f)	No
                                         Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction
                                         shall have been enacted, entered, promulgated or endorsed by any court or governmental
                                         authority of competent jurisdiction that prohibits or directly and adversely affects
                                         any of the transactions contemplated by this Agreement, and no proceeding shall have
                                         been commenced that may have a Material Adverse Effect.



 


		(g)	No
                                         Suspension of Trading in or Delisting of Common Stock. The Common Stock is quoted
                                         trading on a Principal Market and all of the shares issuable pursuant to such Advance
                                         Notice will be listed or quoted for trading on such Principal Market and the Company
                                         believes, in good faith, that trading of the Common Stock on a Principal Market will
                                         continue uninterrupted for the foreseeable future. The issuance of Common Stock with
                                         respect to the applicable Advance Notice will not violate the shareholder approval requirements
                                         of the Principal Market. The Company shall not have received any notice threatening the
                                         continued quotation of the Common Stock on the Principal Market.



 


		(h)	Authorized.
                                         There shall be a sufficient number of authorized but unissued and otherwise unreserved
                                         Common Stock for the issuance of all of the shares issuable pursuant to such Advance
                                         Notice.



 


		(i)	Executed
                                         Advance Notice. The Investor shall have received the Advance Notice executed by an
                                         officer of the Company and the representations contained in such Advance Notice shall
                                         be true and correct as of the applicable Condition Satisfaction Date.



 


		(j)	Consecutive
                                         Advance Notices. Except with respect to the first Advance Notice, the Company shall
                                         have delivered all Shares relating to all prior Advances.



 






    	 	- 23 -	 



     

    

 


Article VIII.

Non-Disclosure of Non-Public Information


 


The Company covenants and agrees
that it shall refrain from disclosing, and shall cause its officers, directors, employees and agents to refrain from disclosing,
any material non-public information (as determined under the Securities Act, the Exchange Act, or the rules and regulations of
the SEC) to the Investor without also disseminating such information to the public, unless prior to disclosure of such information
the Company identifies such information as being material non-public information and provides the Investor with the opportunity
to accept or refuse to accept such material non-public information for review. Unless specifically agreed to in writing, in no
event shall the Investor have a duty of confidentially, or be deemed to have agreed to maintain information in confidence, with
respect to (i) any information disclosed in violation of this provision or (ii) the delivery of any Advance Notices.


 


Article IX.

Non Exclusive Agreement


 


Notwithstanding anything contained
herein, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and, subject to the provisions in Section
6.13, the Company may, at any time throughout the term of this Agreement and thereafter, issue and allot, or undertake to issue
and allot, any shares and/or securities and/or convertible notes, bonds, debentures, options to acquire shares or other securities
and/or other facilities which may be converted into or replaced by Common Stock or other securities of the Company, and to extend,
renew and/or recycle any bonds and/or debentures, and/or grant any rights with respect to its existing and/or future share capital.


 


Article X.

Choice of Law/Jurisdiction


 


This Agreement shall be governed
by and interpreted in accordance with the laws of the State of New York without regard to the principles of conflict of laws.
The parties further agree that any action between them shall be heard in New York County, New York, and expressly consent to the
jurisdiction and venue of the Supreme Court of New York, sitting in New York County, New York and the United States District Court
of the Southern District of New York, sitting in New York, New York, for the adjudication of any civil action asserted pursuant
to this paragraph.


 






    	 	- 24 -	 



     

    

 


Article XI. Assignment;
Termination


 


Section 11.01Assignment.
Neither this Agreement nor any rights of the parties hereto may be assigned to any other Person.


 


Section 11.02Termination.


 


		(a)	Unless
                                         earlier terminated as provided hereunder, this Agreement shall terminate automatically
                                         on the earliest of (i) the first day of the month next following the 36-month anniversary
                                         of the date hereof or (ii) the date on which the Investor shall have made payment of
                                         Advances pursuant to this Agreement in the aggregate amount of the Commitment Amount.



 


		(b)	The
                                         Company may terminate this Agreement effective upon fifteen Trading Days’ prior
                                         written notice to the Investor; provided that (i) there are no outstanding Advance Notices,
                                         the Common Stock under which have yet to be issued, and (ii) the Company has paid all
                                         amounts owed to the Investor pursuant to this Agreement. This Agreement may be terminated
                                         at any time by the mutual written consent of the parties, effective as of the date of
                                         such mutual written consent unless otherwise provided in such written consent.



 


		(c)	Nothing
                                         in this Section 11.02 shall be deemed to release the Company or the Investor from any
                                         liability for any breach under this Agreement, or to impair the rights of the Company
                                         and the Investor to compel specific performance by the other party of its obligations
                                         under this Agreement. The indemnification provisions contained in Article V shall survive
                                         termination hereunder.



 






    	 	- 25 -	 



     

    

 


Article XII. Notices


 


Any notices, consents, waivers,
or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed
to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or e-mail if sent
on a business day, or, if not sent on a business day, on the immediately following business day, provided a copy is mailed by
U.S. certified mail, return receipt requested or overnight carrier; (iii) 7 days after being sent by U.S. or Israeli certified
mail, return receipt requested, or (iv) 1 day after deposit with a nationally recognized overnight delivery service, in each case
properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications (except for Advance
Notices which shall be delivered in accordance with Section 2.01(b) hereof) shall be:


 


	If to the Company,
    to:	Micronet
Enertec Technologies, Inc. 

        Attention: David Lucatz

	 	28 West
Grand Avenue, Suite 3 

        Montvale, NL 07645

	 	Telephone:201-225-0190 

        Email: david@micronet-enertec.com

	 	 
	With
a copy to (which shall not 

Constitute notice or delivery of process) to:
	Zysman,
Aharoni, Gayer and Sullivan & Worcester LLP

	 	1633 Broadway 

        New York, NY 10019 

        Attention: Oded Har-Even, Esq. 

        Telephone: (212) 660-5002 

        Email: ohareven@zag-sw.com

	 	 
	If
to the Investor(s):
	YA II PN, Ltd.
	 	1012 Springfield Avenue
	 	Mountainside, NJ 07092
	 	Attention:Mark Angelo
	 	Portfolio Manager
	 	Telephone:(201) 985-8300
	 	Email:mangelo@yorkvilleadvisors.com 

	 	 
	With
a Copy (which shall not 

Constitute notice or delivery of process) to:
	 
	 	David Gonzalez, Esq.

        1012 Springfield Avenue

	 	Mountainside, NJ 07092
	 	Telephone:(201) 985-8300
	 	Email: legal@yorkvilleadvisors.com


 


Either may change its information contained in this
Article XII by delivering notice to the other party as set forth herein.


 






    	 	- 26 -	 



     

    

 


Article XIII. Miscellaneous


 


Section 13.01Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party. Facsimile or other
electronically scanned and delivered signatures, including by e-mail attachment, shall be deemed originals for all purposes of
this Agreement.


 


Section 13.02Entire Agreement;
Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their
respective affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement, and
the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and
therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation,
warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other
than by an instrument in writing signed by the party to be charged with enforcement.


 


Section 13.03Reporting Entity
for the Common Stock. The reporting entity relied upon for the determination of the trading price or trading volume of the
Common Stock on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto. The
written mutual consent of the Investor and the Company shall be required to employ any other reporting entity.


 


Section 13.04Commitment Fee.
The Company shall pay a commitment fee to YA Global II SPV, Ltd. as designee of the Investor the sum of $100,000 which shall be
due and payable on the date hereof in cash.


 


Section 13.05Initial Advance
Fee. In consideration of the Investor granting the Company the right to deliver the Initial Advance Notice for an amount up
to $400,000 regardless of the Maximum Advance Amount at such time, the Company undertakes to pay to the Investor an amount equal
to 22% of the final amount paid to the Company in respect of the Initial Advance Notice (the “Initial Advance Commitment
Fee”), which shall be due and payable on the date 120 days after the Closing Date in respect of the Initial Advance
Notice. The Initial Advance Commitment Fee shall be discharged, at the discretion of the Company, in cash, or by the issuance
of such number of shares of Common Stock (the “Initial Advance Fee Shares”) as is equal to the Initial Advance
Commitment Fee divided by the purchase price for the Shares issued in respect of the Initial Advance Notice, provided however,
the Initial Advance Commitment Fee shall be forgiven if the closing price of the Common Stock on the date 120 days after the Closing
Date in respect of the Initial Advance Notice is greater than or equal to the Purchase Price for the Shares issued in respect
of the Initial Advance Notice.


 


Section 13.06Brokerage.
Each of the parties hereto represents that it has had no dealings in connection with this transaction with any finder or broker
who will demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor, on the other
hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any person claiming brokerage
commissions or finder’s fees on account of services purported to have been rendered on behalf of the indemnifying party
in connection with this Agreement or the transactions contemplated hereby.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






    	 	- 27 -	 



     

    

 




IN WITNESS WHEREOF, the
parties hereto have caused this Standby Equity Distribution Agreement to be executed by the undersigned, thereunto duly authorized,
as of the date first set forth above.


 





	 	COMPANY:
	 	 
	 	Micronet
    Enertec Technologies, Inc.
	 	 	 
	 	By:	/s/ David Lucatz
	 	Name:
	David Lucatz
	 	Title:	 Chairman
    President and CEO
	 	 	 
	 	By:	/s/ Tali Dinar
	 	Name:	Tali Dinar
	 	Title:	CFO of Enertec Electronic Ltd
	 	 	 
	 	 	 
	 	INVESTOR:
	 	 
	 	YA
    II PN, Ltd.
	 	 	 
	 	By:	Yorkville
    Advisors Global, LP
	 	Its:	Investment
    Manager
	 	 	 

        By:
        Yorkville Advisors Global, LLC

        Its:
        General Partner

         

	 	By:	/s/
    David Gonzalez
	 	Name:	David Gonzalez
	 	Title:	Managing Member and General Council




 




    	 	- 28 -	 



     

    

 


EXHIBIT
A

ADVANCE NOTICE


 


MICRONET
ENERTEC TECHNOLOGIES, INC.


 


Dated:
______________Advance Notice Number: __


 


The
undersigned, _______________________ hereby certifies, with respect to the sale of Common Stock of MICRONET ENERTEC TECHNOLOGIES,
INC. (the “Company”) issuable in connection with this Advance Notice, delivered pursuant to that certain Standby
Equity Distribution Agreement, dated as of _______, 2016 (the “Agreement”), as follows:


 


1.The
undersigned is the duly elected ______________ of the Company.


 


2.There
are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file
a post-effective amendment to the Registration Statement.


 


3.
The Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied
in all material respects with all obligations and conditions contained in this Agreement on or prior to the Advance Notice Date,
and shall continue to perform in all material respects all covenants and agreements to be performed by the Company through the
applicable Advance Date. All conditions to the delivery of this Advance Notice are satisfied as of the date hereof.


 


4.The
undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required
to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities
Exchange Act of 1934). All SEC Filings have been reviewed and approved for release by the Company’s attorneys and, if containing
financial information, the Company’s independent certified public accountants. None of the SEC Filings contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading.


 


5.The
Advance requested is _____________________.


 


6.The
Minimum Acceptable Price with respect to this Advance Notice is _________ (if left blank then no Minimum Acceptable Price will
be applicable to this Advance).


 


7.4.99%
of the outstanding Common Stock of the Company as of the date hereof is ___________.


 


The
undersigned has executed this Advance Notice as of the date first set forth above.


 


MICRONET
ENERTEC TECHNOLOGIES, INC.


 


By:   _________________________________


 


 





Please
deliver this Advance Notice by email with a follow up phone call to:


Email:
Trading@yorkvilleadvisors.com


Attention:
Trading Department and Compliance Officer


Confirmation
Telephone Number: (201) 985-8300.


 




     

     

    

 


EXHIBIT
B


FORM
OF SETTLEMENT DOCUMENT


VIA
EMAIL


 


MICRONET
ENERTEC TECHNOLOGIES, INC.


Attn:



Email:


 


	 	Below
    please find the settlement information with respect to the Advance Notice Date of:	 
	1.	Amount
    of Advance Notice	 
	2.	Minimum
    Acceptable Price for this Advance (if any)	 
	3.	Number
    of Excluded Days (if any)	 
	4.	Adjusted
    Advance Amount (after taking into account any adjustments pursuant to Section 2.01):	 
	5.	Market
    Price	 
	6.	Purchase
    Price (Market Price x 98.5%) per share	 
	7.	Number
    of Shares due to Investor	 
	

                                                                                

                                                                                 

                                                                                If
                                         there were any Excluded Days then add the following (see Section 2.01(d)): 

                                                                                 

	8.	Number
    of Shares Sold by Investor on Excluded Days	 
	9.	Additional
    Amount to be paid by Investor (Shares in number 8 x MAP)	 
	10.	Total
    Amount to be paid to Company (Adjusted Advance Amount + Additional Amount):	 
	11.	Total
    Shares to be issued to Investor (Shares due to Investor + Additional Shares):	 



 


Please issue the number of Shares due to the Investor to the account of the Investor as follows:


 


Investor’s
DTC participant #:


 


ACCOUNT
NAME: 


ACCOUNT
NUMBER:


ADDRESS:


CITY:


COUNTRY:


Contact
person:


Number
and/or email: 


Sincerely,



YA
II PN, LTD. 


 


Approved
By MICRONET ENERTEC TECHNOLOGIES, INC.:


 


__________________________________


Name: