Exhibit 4.1


 








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

        THIS
        PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO JUNE 30, 2016. VOID AFTER 5:00 P.M., EASTERN TIME, JUNE 30, 2021.

        YAII-1

        COMMON
        STOCK PURCHASE WARRANT


 






        For
        the Purchase of 66,000 Shares of Common Stock

        of

        MICRONET
        ENERTEC TECHNOLOGIES, INC.





        1.                 
         Purchase Warrant.
        THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of YA II PN, LTD. (“Holder”
        or “YA II”), as registered owner of this Purchase Warrant, to Micronet Enertec Technologies, Inc., a Delaware
        corporation (the “Company”),
        Holder is entitled, at any time or from time to time from June 30, 2016 (the “Commencement
        Date”), and at or before 5:00 p.m., Eastern time, June 30, 2021 (the ”Expiration
        Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 66,000 shares of
        common stock of the Company, par value $0.001 per share (the “Shares”),
        subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized
        by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with
        the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate
        the Purchase Warrant. This Purchase Warrant is initially exercisable at $4.30 per Share; provided,
        however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase
        Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as
        therein specified. The term “Exercise
        Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context.

        2.                 
         Exercise.




    

     

    





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

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





        X
        = Y(A-B) / A

         

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

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

        A=The
        fair market value of one Share; and

        B=The
        Exercise Price.





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

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

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

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

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

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




    

     

    




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

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

        4.    
        Registration
        Rights.

        4.1    
        Demand Registration.

        4.1.1     
        Grant of Right.
        The Company, upon written demand (a “Demand
        Notice”) of the Holder(s) of at least 51% of the Purchase Warrants and/or the underlying Shares (“Majority
        Holders”), agrees to register, on one occasion, all or any portion of the Shares underlying the Purchase Warrants
        (collectively, the “Registrable
        Securities”). On such occasion, the Company will file a registration statement with the Commission covering the
        Registrable Securities within sixty (60) days after receipt of a Demand Notice and use its reasonable best efforts to have the
        registration statement declared effective promptly thereafter,




     

    





        subject
        to compliance with review by the Commission; provided,
        however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration
        statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 4.2 hereof and either:
        (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement
        relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement
        has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any
        time during a period of four (4) years beginning one (1) year after the Commencement Date. The Company covenants and agrees to
        give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants
        and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

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

        4.2     
        “Piggy-Back”
        Registration.

        4.2.1     
        Grant of Right.
        In addition to the demand right of registration described in Section 4.1 hereof, the Holder shall have the right, for a period
        of no more than seven (7) years from the date of effectiveness of the registration statement in accordance with FINRA Rule 5110(f)(2)(H)(v),
        to include the Registrable Securities as part of any other registration of securities filed by the Company (other than in connection
        with a transaction contemplated by Rule 145 (a) promulgated under the Securities Act or pursuant to Form S-8 or any equivalent
        form); provided, however,
        that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s)
        thereof shall, in its reasonable discretion, impose a limitation on the number of shares of Common Stock which may be included
        in the registration




    

     

    




    	
        statement
        because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate
        public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of
        the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit.
        Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion
        to the number of Registrable Securities sought to be included by such Holders; provided,
        however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding
        securities, the holders of which are not entitled to inclusion of such securities in such registration statement or are not entitled
        to pro rata inclusion with the Registrable Securities.

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

        4.3    
        General Terms.

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




     

    





        Section
        5.2 of the SEDA pursuant to which the Holder has agreed to indemnify the Company.

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

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

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








    

     

    





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

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

        5.                 
         New Purchase
        Warrants to be Issued.

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

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

        6.                 
         Adjustments.

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

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




    

     

    





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

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

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

        6.2     
        Substitute
        Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company
        with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in
        any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction
        or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase
        Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant)
        to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable
        upon such consolidation or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which such
        Purchase Warrant might have been exercised immediately prior to such consolidation, share




    

     

    





        reconstruction
        or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to
        the adjustments provided for in this Section 6. The above provision of this Section shall similarly apply to successive consolidations
        or share reconstructions or amalgamations.

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

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

        8.                 
         Certain Notice
        Requirements.

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

        8.2              
         Events Requiring
        Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following
        events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend
        or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings,
        as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer
        to all the holders of its Shares any




    

     

    




    	
        additional
        shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company,
        or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other
        than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property,
        assets and business shall be proposed.

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

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

        If
        to the Holder:

        YA
        II PN LTD.

        1012
        Springfield Avenue

        Mountainside,
        NJ 07093

        Telephone:
        201-985-8300

        Email:
        mangelo@yorkvilleadvisors.com

        Attn:
        Mark Angelo

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

        David
        Gonzalez, Esq.

        1012
        Springfield Avenue

        Mountainside,
        NJ 07093

        Email:
        dgonzalez@yorkvilleadvisors.com

         

        If
        to the Company:

        Micronet
        Enertec Technologies, Inc.

        28
        West Grand avenue Montvale , New Jersey 07645

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

        Attention:
        David Lucatz, President and Chief Executive Officer

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

        Zysman
        Aharoni Gayer and Sullivan & Worcester LLP

        1663
        Broadway

        New
        York New York 10019

        Attn:
        Oded Har Even, esq.

        Fax
        No.: (212) 660 - 5002 email: ohareven@zag-sw.com




     

    





         

         

        9.    
        Miscellaneous.

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

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

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

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

        9.5              
         Governing
        Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced
        in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof to the extent
        that the general application of the laws of another jurisdiction would be required thereby. The Company hereby agrees that any
        action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced
        in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York,
        and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to
        such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the
        Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid,
        addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal
        and binding upon the Company in any action, proceeding or




    

     

    





        claim.
        The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other
        party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection
        with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders
        and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to
        trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

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

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

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

        [Signature
        Page Follows]




    

     

    




    	IN WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the day of June 30, 2016.


 


 


	 	MICRONET ENERTEC TECHNOLOGIES, INC




	 	 
	 		/s/ David Lucatz
	 	Name:

Title:	David Lucatz



President and Chief Executive Officer



 











 



    	 



     

    




    	[Form to be used to exercise Purchase Warrant]
	
	Date:
    20
	
         

        The
        undersigned hereby elects irrevocably to exercise the Purchase Warrant for

        shares
        of common stock, par value $0.001 per share (the “Shares”),
        of Micronet

        Enertec
        Technologies, Inc., a Delaware corporation (the “Company”),
        and hereby makes

        payment
        of $ (at the rate of $ per Share) in payment of the Exercise Price

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

	or
	
        The
        undersigned hereby elects irrevocably to convert its right to purchase________________

        Shares
        of the Company under the Purchase Warrant for Shares, as determined in

        accordance
        with the following formula:

	
        Y(A-B)

        A

        The
        number of Shares to be issued to Holder;

        The
        number of Shares for which the Purchase Warrant is being

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

	
        X
        =

        X
        = Y=

        A=

        B
        =

	
        Where,

        exercised;

        and

	
        The
        Exercise Price which is equal to $ per share

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

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

	Signature



     

    




    	
        INSTRUCTIONS
        FOR REGISTRATION OF SECURITIES

        Name:_____________________________________________

        (Print
        in Block Letters)

        Address:

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



     

    




    	[Form to be used to assign Purchase Warrant]
	
        ASSIGNMENT

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

	
        FOR
        VALUE RECEIVED,________________________does hereby sell, assign and transfer unto the

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

	Dated:____________,20
	Signature
	NOTICE: The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever.