SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 21549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. ___) ^*

Micronet Enertec Technologies, Inc.

(Name of Issuer)

Common Stock, $.001 par value per share

(Title of Class of Securities)

595117102

(CUSIP Number)

BNN Technology PLC

First Floor, Mallory House, Goostrey Way

Knutsford, Cheshire WA16 7GY

United Kingdom

with a copy to:

Richard Anslow, Esq.

Jonathan Deblinger, Esq.

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, NY 10105

(212) 370-1300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 21, 2018

(Date of Event which Requires Filing

of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐ .

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This statement relates to shares of common stock, $0.001 par value per share (the “ Shares ”), of Micronet Enertec Technologies, Inc., a Delaware corporation (the “ Issuer ”). The address of the principal executive offices of the Issuer is 28 West Grand Avenue, Suite 3, Montvale, New Jersey 07645.

The Shares owned by the Reporting Person were purchased with working capital in a private purchase from D.L. Capital Ltd., a private company organized under the laws of Israel. The aggregate purchase price for the 1,363,000 Shares acquired by the Reporting Person is approximately $2,145,000.

The Reporting Person has no present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.

Following its purchase of the 1,363,000 Shares, on July 1, 2018, the Reporting Person and the Issuer executed a Letter of Intent, which amongst other transactions include:

(i)    a proposal to merge subsidiaries of the Issuer with the Reporting Person, as well as a second unrelated entity, which is a transaction technology platform (collectively, the “ Acquisitions ”);

(ii)   a cash tender offer (the “ Tender Offer ”) of up to an additional 35.2% of the issued and outstanding Shares of the Company at a price per share of at least $1.65; and

(iii)  a spin-off of the current business of the Issuer (the “ Spin Off ” and together with the Acquisitions and the Tender Offer, the “ Transactions ”).

The Reporting Person believes the Transactions are the best way to maximize stockholder value of the Issuer. The Transactions are subject to, amongst other requirements, (i) due diligence by the Reporting Person and the Issuer, (ii) negotiation of definitive agreements (including with a third party), (iii) customary closing conditions and (iv) Issuer board and stockholder approval. The full text of the Letter of Intent is attached hereto as Exhibit 99.2 and is incorporated herein by reference. On July 2, 2018, the Issuer and the Reporting Person issued a joint press release announcing that they had entered into the Letter of Intent. The full text of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

The Reporting Person intends to communicate with the Issuer’s management, Board and other stockholders about the Transactions. To the extent the Transactions are not consummated, the Reporting Person reserves all rights to protect its investment, including, without limitation, making other proposals concerning the Issuer’s business operations, strategic direction, governance, Board composition, strategic alternatives and extraordinary corporate transactions, purchasing additional Shares, selling some or all of its Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing its intention with respect to any and all matters referred to in Item 4.

As of the close of business on June 21, 2018, the Reporting Person beneficially owned 1,363,000 Shares, constituting approximately 14.89% of the Shares outstanding.

(b)

The information set forth under Item 4 is hereby incorporated herein by reference.

On June 21, 2018, the Reporting Person entered into a Stock Purchase Agreement with D.L. Capital Ltd., with respect to the purchase of the Shares from D.L. Capital Ltd. A copy of the Stock Purchase Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On July 1, 2018, the Reporting Person and the Issuer entered into a non-binding Letter of Intent (“ Letter of Intent ”) consistent with the terms of the Transactions. A copy of the Letter of Intent is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person, with respect to the securities of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

SCHEDULE B

Transactions in Securities of the Issuer During the Past Sixty Days

Exhibit 99.1

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “ Agreement ”), dated June 21, 2018, is made by and between D.L. Capital Ltd., a private company organized under the laws of Israel (the “ Seller ”), and BNN Technology PLC, a private limited company organized under the laws of the United Kingdom (“ BNN ” or the “ Buyer ”). Buyer and Seller are sometimes hereinafter collectively referred to as the “ Parties ”.

WHEREAS , Seller is the legal and beneficial owner of an aggregate of 2,597,200 shares (the “ Seller Shares ”) of common stock, par value $0.001 per share (“ Common Stock ”), of Micronet Enertec Technologies, Inc., a Delaware corporation (the “ Company ”), equal to approximately 29.84% of the issued and outstanding shares of common stock of the Company as of the date hereof;

WHEREAS , Seller desires to transfer and sell to Buyer all rights, title and interests in and to 1,363,000 of the Seller Shares, equal to approximately 14.89% of the issued and outstanding shares of Common Stock as of the date hereof (the “ Purchased Shares ”), and Buyer desires to purchase all such rights, title and interests in and to the Purchased Shares, on the terms and subject to the conditions set forth in this Agreement;

NOW THEREFORE , in consideration of the foregoing premises, the mutual promises, agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1.            Purchase and Sale.

(a)            Purchase and Sale . Subject to the terms and conditions of this Agreement, and upon the representations, warranties and covenants herein made, Seller shall transfer, sell and assign to Buyer, and Buyer shall purchase from Seller, all of the Purchased Shares for a price per share of US$1.65, or US$2,248,950 in the aggregate (the “ Purchase Price ”), free and clear of all liens, agreements, security interests, claims, charges and encumbrances of any kind and nature (“ Encumbrances ”).

(b)            Closing . The closing of the purchase of the Purchased Shares by Buyer shall occur on the date hereof or such other date and time as agreed between the Parties, and is subject to the satisfaction or waiver of the conditions set forth in Sections 4(a) and 4(b) hereof (the “ Closing ”).

(c)            Payment; Closing Deliveries . At the Closing, in consideration of its acquisition of the Purchased Shares from Seller, Buyer hereby agrees to deliver to Seller the Purchase Price by wire transfer of immediately available funds to an account or accounts designated in writing by Seller, less the amount of $US157,426 to be wired to an account designated in writing by Sunrise Securities LLC (“Sunrise”) for services rendered by Sunrise to the Seller. Seller shall deliver to Buyer the certificates representing the Purchased Shares, duly endorsed for transfer by Seller, or evidence that such Purchased Shares purchased by Buyer are credited to book-entry accounts maintained by the Transfer Agent of the Company.

2.             Representations and Warranties of Seller . Seller hereby represents and warrants to Buyer, which representations and warranties shall survive the Closing, the following:

(a)           Seller is a corporation duly organized, validly existing and in good standing (or the equivalent thereof) under the laws of the State of Israel. All action on the part of Seller and its officers, directors and stockholders necessary for the execution and delivery of this Agreement, and the performance and consummation of the transactions contemplated hereby, has been taken. Seller has all requisite power and authority to execute, deliver and perform under this Agreement and any other agreements, certificates and instruments that may be required to be executed by Seller in connection with or pursuant to this Agreement. Assuming the due authorization, execution and delivery by Buyer at the Closing, this Agreement will constitute a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(b)           Seller is the sole beneficial and record owner of the Purchased Shares, free and clear of all Encumbrances, and no third party holds any right or interest (beneficial or otherwise) in the Purchased Shares. The Purchased Shares have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”) and are therefore subject to restrictions, directly or indirectly, with respect to their transferability. Seller has full power and authority to enter into and consummate this Agreement and sell the Purchased Shares, the consent of no other party or entity is necessary for the consummation of the transactions contemplated herein. Seller is not party to any agreements or understandings with respect to the, direct or indirect, voting or disposition of the Purchased Shares.

(c)           Neither the execution and delivery of this Agreement, nor the performance or consummation of the transactions contemplated hereby by Seller, will conflict with, result in the breach of, require notice, consent or constitute a default under or accelerate performance provided by the terms of: (i) any law, rule or regulation of any government or governmental or regulatory agency, or any judgment, order writ, decree, permit or license of any court or governmental or regulatory agency to which Seller may be subject; (ii) any contract, agreement, commitment or instrument to which Seller is a party or by which any of its assets is bound; or (iii) Seller’s constituent documents or other governing instruments (or constitute an event which, with the passage of time or action by a third party, would result in any of the foregoing). The execution and delivery of this Agreement by Seller and the performance and consummation of the transactions contemplated hereby do not require any registration, filing, qualification, consent or approval under any such law, rule, regulation, judgment, order, writ, decree, permit or license to which Seller may be subject.

(d)           Seller understands that the Purchased Shares may appreciate in value after the execution of this Agreement and Seller confirms it has received or has had full access to all the information it considers necessary or appropriate to make an informed decision to sell the Purchased Shares.

(e)           No governmental, administrative or other third party consents or approvals are required in order for Seller to convey, transfer and assign to and vest in Buyer good and marketable right, title and interest in the Purchased Shares, free and clear of all Encumbrances.

(f)            There is no action, suit, investigation or proceeding pending or, to the knowledge of Seller, threatened against or affecting Seller or the Purchased Shares which: (i) seeks to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) questions the validity or legality of any such transactions or seeks to recover damages or to obtain other relief in connection with any such transactions.

(g)           Seller understands that Seller (and not Buyer) shall be responsible for any and all tax liabilities of Seller that may arise as a result of the transactions contemplated by this Agreement.

(h)           Seller is aware of the business affairs and financial condition of the Company and is not relying on any representation of Buyer or its affiliates or any other party as to the Company, its business or its financial condition in connection with the sale and transfer of any of the Purchased Shares.

3.             Representations and Warranties of Buyer . Buyer hereby represents and warrants to Seller, which representations and warranties shall survive the Closing, the following:

(a)           Buyer is a private limited company duly organized, validly existing and in good standing (or the equivalent thereof) under the laws of the United Kingdom. All action on the part of Buyer and its officers, directors and stockholders necessary for the execution and delivery of this Agreement, and the performance and consummation of the transactions contemplated hereby, has been taken. Buyer has all requisite power and authority to execute, deliver and perform under this Agreement and any other agreements, certificates and instruments that may be required to be executed by Buyer in connection with or pursuant to this Agreement. Assuming the due authorization, execution and delivery by Seller at the Closing, this Agreement will constitute a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(b)           Neither the execution and delivery of this Agreement, nor the performance or consummation of the transactions contemplated hereby by Buyer, will conflict with, result in the breach of, require notice, consent or constitute a default under or accelerate performance provided by the terms of: (i) any law, rule or regulation of any government or governmental or regulatory agency, or any judgment, order writ, decree, permit or license of any court or governmental or regulatory agency to which Buyer may be subject; (ii) any contract, agreement, commitment or instrument to which Buyer is a party or by which any of its assets is bound; or (iii) Buyer’s constituent documents or other governing instruments (or constitute an event which, with the passage of time or action by a third party, would result in any of the foregoing). The execution and delivery of this Agreement by Buyer and the performance and consummation of the transactions contemplated hereby do not require any registration, filing, qualification, consent or approval under any such law, rule, regulation, judgment, order, writ, decree, permit or license to which Buyer may be subject.

(c)           At the time Buyer was offered the Purchased Shares, Buyer was, and on the date of Closing, Buyer is an “accredited investor” as defined by Rule 501 under the Securities Act.

(d)          Buyer is acquiring the Purchased Shares for its own account and not with a view to the distribution thereof, nor with any present intention of distributing the same, in violation of the Securities Act, and the rules and regulations promulgated thereunder, or any applicable state securities or “blue sky” laws, rules and regulations. Buyer understands that the Purchased Shares are being offered and will be sold pursuant to an exemption from registration contained in the Securities Act based in part upon Buyer’s representations contained in this Agreement, including, without limitation, that Buyer is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Buyer does not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Purchased Shares.

(e)           Buyer confirms it has received or been given access to publicly available documents and information regarding the Company, its business, prospects, investors, officers, directors or any other matter which it considers necessary or appropriate to make an informed investment decision with respect to any of the Purchased Shares to be purchased by it under this Agreement. In determining whether to make this investment, Buyer has relied solely on Buyer’s own knowledge and understanding of the Company and its business and prospects based upon Buyer’s own due diligence investigation and the information furnished by Seller. Buyer understands that no person or entity (including, without limitation, Seller, the Company or its officers or directors) has been authorized to provide any information not otherwise publicly available and Buyer has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects. Buyer understands that the Company is a reporting company under the Securities and Exchange Act of 1934, as amended, and has filed reports on EDGAR required thereunder and that Buyer has reviewed such reports as it deems necessary. Buyer understands the risks associated with purchasing the Purchased Shares and Buyer affirmatively acknowledges and agrees that it has received the necessary or appropriate information to make an informed investment decision regarding the Purchased Shares.

(f)            Buyer has substantial experience in evaluating and investing in transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Buyer is able to bear the economic risks of an investment in the Purchased Shares and to afford a complete loss of Buyer’s investment in the Purchased Shares.

(g)           Buyer acknowledges that the Purchased Shares are “restricted securities” and therefore must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. Buyer is aware that the Purchased Shares will bear a customary restrictive legend evidencing the restricted nature of the Purchased Shares.

(h)           The execution, delivery and performance of this Agreement by Buyer will not conflict with or result in the breach of any term or provision of, or violate or constitute a default under, any material agreement to which Buyer is a party or by which Buyer is in any way bound or obligated.

(i)            Buyer has carefully considered and has discussed with Buyer’s professional legal, tax, accounting and financial advisors, to the extent Buyer has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for Buyer’s particular tax and financial situation and has determined that this investment and the transactions contemplated by this Agreement are a suitable investment for Buyer. Buyer relies solely on such advisors and not on any statements or representations of Seller or any of its agents. Buyer understands that Buyer (and not Seller) shall be responsible for Buyer’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

(j)            Buyer confirms that prior to purchasing the Purchased Shares it has no direct or indirect ownership in the Company.

4.             Conditions to Closing.

(a)            Conditions Precedent to Buyer’s Obligations . The obligations of Buyer to buy the Purchased Securities and otherwise to consummate the transactions contemplated by this Agreement at the Closing shall be subject to the satisfaction on or prior to the Closing of the following conditions precedent, any one or more of which may be waived by the Buyer:

(i)         Representations and Warranties . The representations and warranties by Seller in Section 2 hereof shall be true and accurate in all respects as of the date hereof and as of the date of the Closing.

(ii)        Performance . Seller shall have performed and complied with all agreements, covenants and conditions contained herein required to be performed or complied with by it prior to or at the Closing.

(iii)       Consents . Seller shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or required by it for the consummation of the purchase and sale of the Purchased Shares.

(b)            Conditions Precedent to Seller’s Obligations . The obligations of Seller to sell the Purchased Securities and otherwise to consummate the transactions contemplated by this Agreement at the Closing shall be subject to the satisfaction on or prior to the Closing of the following conditions precedent, any one or more of which may be waived by Seller:

(i)         Representations and Warranties . The representations and warranties by Buyer in Section 3 hereof shall be true and accurate in all respects as of the date hereof and as of the date of the Closing.

(ii)        Performance . Buyer shall have performed and complied with all agreements, covenants and conditions contained herein required to be performed or complied with by it prior to or at the Closing.

(iii)       Consents . Buyer shall have obtained any and all consents, permits, approvals, registrations and waivers that shall be necessary or required by it for the consummation of the purchase and sale of the Purchased Shares.

5.              Post Closing Matters.

(a)           The Seller has been informed that immediately following the purchase of the 1,363,000 shares, the Buyer will make a proposal to the Board of the Company containing various actions that will require future Board and shareholder approval. Such actions, which are expected to take place within 90 days would include:

(i)       a proposal to merge subsidiaries of the Company with the Buyer, as well as a second entity, a British Virgin Islands company, in a reverse merger with the Company remaining as the parent company. Concurrently the Buyer will obtain additional capital:

(ii)      a cash tender offer for an additional 35.2% of the issued and outstanding shares of the Company at a price of $1.65 per share, the price to be paid to Seller, conditioned on the approval of Company’s Board to permit Buyer to exceed the 15 percent ownership limits under Section 203 of the Delaware law ; and

(iii)     the dividending of the current business of the Company promptly after the reverse merger to the pre-reverse merger shareholders of the Company who do not participate in the tender offer and who wish to retain such investment.

6.              Indemnification.

(a)           In connection with the sale of the Purchased Shares, the Buyer hereby agrees to indemnify and hold harmless Seller and its controlling person (collectively the “Indemnified Persons”), from and against any and all claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any of the Indemnified Persons (including the reasonable fees and expenses of counsel), (collectively a “Claim”), which are directly related to or arise out of (i) any actions taken or omitted to be taken by the Buyer in connection with the Buyer’s purchase of the Purchased Shares, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with the Buyer’s purchase of the Purchased Shares, and Buyer shall reimburse any Indemnified Person for all reasonable expenses (including the reasonable fees and expenses of counsel) incurred by such Indemnified Person in connection with investigating, preparing or defending any such claim, action, suit or proceeding in which any Indemnified Person is a party. The Buyer will not, however, be responsible for any Claim, which is finally judicially determined to have resulted from the gross negligence or willful misconduct of any person seeking indemnification for such Claim, including any of the Indemnified Persons. The Buyer further agrees that no Indemnified Person shall have any liability to the Buyer for or in connection with the sale of the Purchased Shares except for any Claim incurred by the Buyer as a result of such Indemnified Person’s gross negligence or willful misconduct.

(i)       The Buyer further agrees that it will not, without the prior written consent of Seller, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such Claim), unless such settlement, compromise or consent includes an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim.

(ii)       Promptly upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to which indemnification is being sought hereunder, such Indemnified Person shall notify the Buyer in writing of such complaint or of such assertion or institution, but failure to so notify the Company shall not relieve the Buyer from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Buyer so elects or is requested by such Indemnified Person, the Buyer will assume the defense of such Claim, including the employment of counsel reasonably satisfactory to such Indemnified Person and the payment of the fees and expenses of such counsel. In the event, however, that legal counsel to such Indemnified Person reasonably determines that having common counsel would present such counsel with a conflict of interest or if the defendant in, or target of, any such Claim, includes an Indemnified Person and the Buyer, and legal counsel to such Indemnified Person reasonably concludes that there may be legal defenses available to it or other Indemnified Persons different from or in addition to those available to the Buyer, then such Indemnified Person may employ its own separate counsel to represent or defend him, her or it in any such Claim and the Buyer shall pay the reasonable fees and expenses of such counsel. Notwithstanding anything herein to the contrary, if the Buyer fails timely or diligently to defend, contest, or otherwise protect against any Claim, the relevant Indemnified Party shall have the right, but not the obligation, to defend, contest, compromise, settle, assert cross-claims, or counterclaims or otherwise protect against the same, and shall be fully indemnified by the Buyer therefor, including without limitation, for the reasonable fees and expenses of its counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof. In addition, with respect to any Claim in which the Buyer assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense.

(iii)       The Buyer’s indemnity, reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and shall in no way limit or otherwise adversely affect any rights that any Indemnified Party may have at law or at equity and (b) shall be effective whether or not the Buyer is at fault in any way.

7.              Miscellaneous.

(a)            Entire Agreement . This Agreement contains the entire understanding of the Parties with respect to the subject matter of this Agreement and supersedes all previous or contemporaneous verbal and written agreements, promises or understandings between the Parties with respect to the subject matter hereof.

(b)            Notices . All notices, requests, demands and other communications provided in connection with this Agreement shall be in writing and shall be deemed to have been duly given at the time when hand delivered, delivered by express courier, or sent by facsimile or email transmission (with receipt confirmed by the sender’s transmitting device) in accordance with the contact information provided below or such other contact information as the Parties may have duly provided by notice.

If to the Seller:

D.L. Capital Ltd.

[XXX]

[XXX]

[XXX]

Attention: David Lucatz

Email: david@dl-capital.com

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

Carter Ledyard & Milburn LLP

Two Wall Street

New York, New York 10005

Fax Number: (212)732-3232

Attention: Steven J. Glusband

Email: Glusband@clm.com

If to the Buyer:

BNN Technology PLC

First Floor, Mallory House, Goostrey Way

Knutsford, Cheshire WA16 7GY

United Kingdom

Attention: Darren C. Mercer

Email: Darren.Mercer@bnntechnology.com

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

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105

Fax Number: (212) 370-7889

Attention: Richard I. Anslow, Jonathan H. Deblinger

Email: ranslow@egsllp.com , jdeblinger@egsllp.com

(c)            Amendment and Waiver . This Agreement may be amended only by a written agreement executed by each of the Parties hereto. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of such right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein.

(d)            Survival of Agreements . All agreements, covenants, representations and warranties contained herein or made in writing in connection with the transactions contemplated hereby shall survive the execution and delivery of this Agreement and the Closing.

(e)            Governing Law . This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the conflicts of laws principals thereof.

(f)             Severability . If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the Parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement.

(g)            Expenses . All fees, costs and expenses related to the transactions contemplated by this Agreement and the other agreements contemplated hereby will be paid by the Party incurring such fees, costs and expenses.

(h)            Successors and Assigns . The provisions of this Agreement shall be binding upon and inure to the benefit of Parties and their respective successors and assigns. No Party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement without the consent of the other Party.

(i)             Further Assurances . The Parties agree to execute, acknowledge and deliver such further assignments, conveyances, instruments and documents, and shall take such other action as may be reasonably necessary to evidence and effectuate the transactions contemplated by this Agreement.

(j)             Execution and Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Such counterparts may be delivered by facsimile or other electronic transmission, which shall not impair the validity thereof.

(k)            Headings . The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.

[ Signature Page Follows ]

IN WITNESS WHEREOF , the undersigned have duly executed this Agreement as of the date first written above.

Exhibit 99.2

BNN Technology plc
First Floor Mallory House
Goostrey Way
Knutsford

Cheshire, WA16 7GY

July 2, 2018

Micronet Enertec Technologies, Inc.

28 West Grand Avenue, Suite 3

Montvale, New Jersey 07645

Gentlemen:

As you know, on June 21, 2018, BNN Technology PLC (the “ Company ” or “ BNN ”) purchased 1,363,000 shares of Micronet Enertec Technologies (including its subsidiaries and affiliates, “ Micronet ”) common stock from D.L. Capital Ltd, an entity controlled by David Lucatz, Micronet’s Chairman, Chief Executive Officer and President. This Letter of Intent (“ Letter of Intent ”) outlines the general terms and conditions pursuant to which BNN, or any of its affiliates, proposes to sell certain to-be-identified assets to Micronet as set forth in the proposed terms and conditions in Exhibit A hereto (the “ Proposed Transaction ”). This proposal is subject to the terms and conditions of this Letter of Intent, including the negotiation and execution of a mutually acceptable definitive agreement governing the Proposed Transaction (the “ Definitive Agreement ”).

This Letter of Intent is intended to express only a mutual indication of interest in the Proposed Transaction and does not represent any legally binding commitment or obligation on the part of the parties with respect to the Proposed Transaction, except with respect to following items “Items” set forth in Exhibit A: Governing Law & Jurisdiction , Exclusivity and Termination , Confirmatory Due Diligence , Confidentiality , Transaction Costs , and no party hereto will assert otherwise. Any such agreement by the parties shall only be provided for in a Definitive Agreement mutually agreed upon and executed by the parties.

As provided in Exhibit A, BNN is proposing to, amongst certain other terms and conditions to:

BNN TECHNOLOGY PLC
First Floor Mallory House
Goostrey Way
Knutsford

Cheshire, WA16 7GY
- PRIVILEGED AND CONFIDENTIAL -

TERM SHEET & ASSET SALE PROPOSAL FOR

MICRONET ENERTEC, INC.

This Letter of Intent may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered will be deemed to be an original and all of which counterparts taken together will constitute but one and the same instrument.

This Letter of Intent, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, will be governed by and construed under and in accordance with the laws of the State of New York, without regard to conflicts of law principles that would result in the application of any law other than the laws of the State of New York. Each party to this Letter of Intent hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court, or if such court does not have jurisdiction, any New York State court, in either case sitting in New York, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Letter of Intent or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such court, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(Signature Page and Exhibit A Follows)

BNN TECHNOLOGY PLC
First Floor Mallory House
Goostrey Way
Knutsford

Cheshire, WA16 7GY

- PRIVILEGED AND CONFIDENTIAL -

Please acknowledge your acceptance of and agreement to the foregoing by signing and returning to the undersigned as soon as possible a counterpart of this Letter of Intent.

ACCEPTED AND AGREED TO AS OF

July 2, 2018

(Exhibit A Follows)

BNN TECHNOLOGY PLC
First Floor Mallory House
Goostrey Way
Knutsford

Cheshire, WA16 7GY
- PRIVILEGED AND CONFIDENTIAL -

TERM SHEET & ASSET SALE PROPOSAL FOR

MICRONET ENERTEC, INC.

BNN TECHNOLOGY PLC
First Floor Mallory House
Goostrey Way
Knutsford

Cheshire, WA16 7GY

- PRIVILEGED AND CONFIDENTIAL -

TERM SHEET & ASSET SALE PROPOSAL FOR

MICRONET ENERTEC, INC.

BNN TECHNOLOGY PLC
First Floor Mallory House
Goostrey Way
Knutsford

Cheshire, WA16 7GY

- PRIVILEGED AND CONFIDENTIAL -

TERM SHEET & ASSET SALE PROPOSAL FOR

MICRONET ENERTEC, INC.

BNN TECHNOLOGY PLC
First Floor Mallory House
Goostrey Way
Knutsford

Cheshire, WA16 7GY

- PRIVILEGED AND CONFIDENTIAL -