zk1414575.htm

As filed with the Securities and Exchange Commission on March 11, 2014 Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

POINTER TELOCATION LTD.

(Exact name of Registrant as specified in its charter)

Israel		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

14 Hamelacha Street Afek Industrial Park,

Rosh Haayin 48091, Israel

972-3-572-3111

(Address and telephone number of Registrant's principal executive offices)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

302-738-6680

(Name, address and telephone number of agent for service)

Copies of all Correspondence to:

ORLY TSIONI, ADV.

ERIC SPINDEL, ADV.

Yigal Arnon & Co.

1 Azrieli Center

Tel Aviv, 67021 Israel

Tel: (+972) 3-608-7851

Fax: (+972) 3-608-7713

STEVEN J. GLUSBAND, ESQ.

Carter Ledyard & Milburn LLP

2 Wall Street

New York, NY 10005

Tel: 212-238-8605

Fax: 212-732-3232

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a registration statement pursuant to General Instruction I.C. or a post effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Calculation of Registration Fee

Title of Each Class of Securities to be Registered		Amount to be Registered				Proposed Maximum Aggregate Price Per Unit				Proposed Maximum Aggregate Offering Price				Amount of Registration Fee
Ordinary Shares, par value NIS 3.00 per share			994,357	(1)			9.91	(2)			9,854,078	(2)		$	1,270

(1)

Pursuant to Rule 416 of the Securities Act of 1933, this registration statement also includes an indeterminate number of shares that may be issued to prevent dilution from stock splits, stock dividends or similar transactions that could affect the shares to be offered by selling shareholder.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act of 1933 on the basis of the average of the high and low prices, as reported on the NASDAQ Stock Market on March 7, 2014.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION

DATED MARCH 11, 2014

PROSPECTUS

Pointer Telocation Ltd.

994,357 Ordinary Shares

This prospectus relates to the resale, from time to time, by the selling securityholders named in this prospectus of up to 994,357 ordinary shares which we issued in connection with the recent Shagrir Transaction (see below under “Recent Developments” and “Selling Securityholders”).

The selling securityholders identified in this prospectus (which term as used herein includes their pledgees, donees, transferees or other successors-in-interest) may offer the ordinary shares from time to time as they may determine through public transactions or through other means and at varying prices as determined by the prevailing market price for shares or in negotiated transactions as described in the section entitled “Plan of Distribution”.

We will not receive any of the proceeds from sales of the ordinary shares made by the selling securityholders pursuant to this prospectus.

Our ordinary shares currently trade on the Nasdaq Capital Market under the symbol "PNTR". On March 10, 2014, the last reported sale price of our ordinary shares on the NASDAQ Stock Market was $10.16 per share.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 4 AND UNDER SIMILAR HEADINGS IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED HEREBY.

NONE OF THE U.S. SECURITIES AND EXCHANGE COMMISSION, THE ISRAELI SECURITIES AUTHORITY OR ANY STATE SECURITIES COMMISSION HAVE APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is , 2014

You should rely only on the information contained or incorporated by reference in this prospectus or any supplement. Neither we nor the selling securityholders have authorized anyone else to provide you with different information. The ordinary shares offered by this prospectus are being offered only in jurisdictions where the offer is permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of each document. Our business, financial condition, results of operations and prospects may have changed since that date.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	1
ABOUT POINTER TELOCATION LTD	2
RISK FACTORS	4
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS	4
CAPITALIZATION	5
USE OF PROCEEDS	5
MARKET FOR OUR ORDINARY SHARES	6
SELLING SECURITYHOLDERS	7
PLAN OF DISTRIBUTION	9
DESCRIPTION OF SHARE CAPITAL	10
FOREIGN EXCHANGE CONTROLS AND OTHER LIMITATIONS	12
TAXATION	12
OFFERING EXPENSES	14
LEGAL MATTERS	14
EXPERTS	14
ENFORCEABILITY OF CIVIL LIABILITIES AND AGENT FOR SERVICE OF PROCESS IN THE UNITED STATES	14
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION OF INFORMATION BY REFERENCE	15

ABOUT THIS PROSPECTUS

This prospectus is part of a shelf registration statement on Form F-3 that we filed with the Securities and Exchange Commission (the “SEC”). The selling securityholders may sell, at any time and from time to time, in one or more offerings, one or any combination of the securities described in this prospectus and any accompanying prospectus supplement. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement does not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits, as well as any accompanying prospectus supplement and any documents incorporated by reference herein or therein.

You should read this prospectus and any prospectus supplement together with any documents incorporated by reference and any additional information you may need to make your investment decision. You should also read and carefully consider the information in the documents we have referred you to in "Where You Can Find More Information; Incorporation of Information by Reference" below. Information incorporated by reference after the date of this prospectus is considered a part of this prospectus and may add, update or change information contained in this prospectus. The information in this prospectus, any accompanying prospectus supplement or any document incorporated by reference herein or therein by reference is accurate only as of the date contained on the cover of such documents. Neither the delivery of this prospectus nor any accompanying prospectus supplement, nor any sale made under this prospectus and any accompanying prospectus supplement will, under any circumstances, imply that the information in this prospectus or any accompanying prospectus supplement is correct as of any date after this prospectus or any accompanying prospectus supplement. Our business, financial condition and results of operations may have changed since that date. Any information in such subsequent filings that is inconsistent with this prospectus or any accompanying prospectus supplement will supersede the information in this prospectus or any accompanying prospectus supplement.

Unless we have indicated otherwise or the context otherwise requires, references in this prospectus and any supplement to this prospectus to "the Company," "we," "us" and "our" refer to Pointer Telocation Ltd., a company organized under the laws of the State of Israel, and its wholly owned subsidiaries. In this prospectus, unless otherwise specified or unless the context otherwise requires, all references to "$" or "dollars" are to U.S. dollars and all references to "NIS" are to New Israeli Shekels.

ABOUT POINTER TELOCATION LTD.

Our Business

We were incorporated under the laws of the State of Israel on July 17, 1991 under the name Nexus Telecommunication Systems Ltd. We changed our name to Nexus Telocation Systems Ltd. in January 1998 and to Pointer Telocation Ltd. in January 2006.

We are a leading provider of mobile resource management, or MRM products and services for the automotive and insurance industries. Through our Cellocator segment, we design, develop and produce leading MRM products, which include devices for asset tracking, fleet management and security products for sale to third party operators providing MRM services in Europe, Latin America and Israel, as well as to our Pointer segment. For the communication systems required in our products, we utilize either radio frequency or GPRS/GSM technologies. Through our Pointer segment, we act as an operator primarily in Israel, Argentina, Mexico, Brazil and Romania by bundling our products together with a range of services including stolen vehicle retrieval services and fleet management services, and also provide roadside assistance services and emergency home repair services and garage repair for sale to insurance companies, fleets and individual customers.

Our principal place of business is located at 14 Hamelacha Street Afek Industrial Park, Rosh Haayin, Israel, and our telephone number is 972-3-572-3111. Our Web site is www.pointer.com. Information on our website is not part of, nor incorporated by reference into, this prospectus.

Recent Developments.

Since January 1, 2013, the following material events have occurred:

Brazil transaction

On October 14, 2013, we acquired 51.2% of the issued share capital of Pointer do Brasil Comercial S.A. ("Pointer Brazil") from Bracco do Brasil Empreendimentos e Participações Ltda (“Bracco”). Following the completion of the transaction, we now hold 100% of the issued share capital of Pointer Brazil. In consideration for the acquired shares of Pointer Brazil, we paid approximately US$ 4.3 million in cash (using bank financing) to Bracco and also agreed to repay loans to Bracco and a local bank, over a period of eighteen months, in an aggregate amount of approximately US$ 1.2 million.

Shagrir Transaction

On January 15, 2014, we acquired the 45.5% interest in Shagrir Systems Ltd. ("Shagrir") that we did not previously own (the “Shagrir Transaction”). We now own 100% of the fully consolidated share capital of Shagrir. In consideration for the acquired interest in Shagrir: (i) we paid an aggregate of NIS 27 million using credit facilities from banking institutions and (ii) we issued 994,357 Ordinary Shares to Shagrir’s selling shareholders.

The shares were acquired pursuant to a share purchase agreement among Pointer and Gandyr Investments Ltd. , Gandyr Ltd. and Sullam Financial Holdings Ltd. relating to the purchase of an aggregate of 914,000 shares and a second share purchase agreement among Pointer, Micha Kraus, Ilan Goldstein and Yossi Regev relating to the purchase of an aggregate of 80,357 shares.

In accordance with the share purchase agreement, as long as Gandyr Investments Ltd. and Gandyr Ltd. together hold at least 9% of the issued share capital of Pointer, they are entitled to nominate one member to the Board of Directors of the Issuer. To date, they have not exercised this nomination right.

As part of the share purchase agreements, Pointer undertook to file with the Securities and Exchange Commission, within 60 days from the closing, a registration statement on Form F-3 registering the shares issued to the selling shareholders.

In addition, two selling shareholders, Gandyr Investments Ltd. and Gandyr Ltd., agreed that they will not, during the period ending four months after the closing, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any ordinary shares of the Issuer, or publicly disclose the intention to make any offer, sale, pledge or disposition or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the ordinary shares or such other securities of Issuer, subject to certain transfer exceptions.

Private Placement

On March 6, 2014, Pointer announced that it had received irrevocable commitments to purchase ordinary shares in a private placement to certain leading institutional companies in Israel. In total, Pointer received commitments to purchase approximately 1.13 million ordinary shares (the “Shares”) at US$9.25 per share for aggregate consideration of approximately $10.44 million in the offering. The offering closed on March 9, 2014.

RISK FACTORS

Investing in our securities involves significant risks. Please see the risk factors under the heading “Risk Factors” in our most recent Annual Report on Form 20-F on file with the SEC, as revised or supplemented by our reports filed with or furnished to the SEC since the filing of our most recent Annual Report on Form 20-F and incorporated by reference in this prospectus. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus and any prospectus supplement. The risks and uncertainties we have described are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities. The discussion of risks includes or refers to forward-looking statements; you should read the explanation of the qualifications and limitations on such forward-looking statements discussed elsewhere in this prospectus.

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

This prospectus, including the information incorporated by reference into this prospectus, contains, and any prospectus supplement may contain, forward-looking statements within the meaning of the federal securities laws. The use of the words “projects,” “expects,” “may,” “plans” or “intends,” or words of similar import, identifies a statement as “forward-looking.” The forward-looking statements included herein are based on current expectations that involve a number of risks and uncertainties. These forward-looking statements are based on the assumption that the Company will not lose a significant customer or customers or experience increased fluctuations of demand or rescheduling of purchase orders, that our markets will be maintained in a manner consistent with our historical experience, that our products will remain accepted within their respective markets and will not be replaced by new technology, that competitive conditions within our markets will not change materially or adversely, that we will retain key technical and management personnel, that our forecasts will accurately anticipate market demand, and that there will be no material adverse change in our operations or business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. In addition, our business and operations are subject to substantial risks which increase the uncertainty inherent in the forward-looking statements. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. Factors that could cause actual results to differ from our expectations or projections include the risks and uncertainties relating to our business described in this prospectus at “Risk Factors.” We caution you to carefully consider these risks and not to place undue reliance on our forward-looking statements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and we assume no responsibility for updating any forward-looking statements.

CAPITALIZATION

The following table sets forth our unaudited condensed consolidated balance sheet items as of December 31, 2013, in U.S. dollars on an actual basis.

	As of December 31, 2013 (US dollars, in thousands)
Cash and cash equivalents	3,430
Short-term bank credit and current maturities of long-term loans	10,624
Long-term loans from banks	9,301
Long-term loans from shareholders and others	1,320

SHAREHOLDERS’ EQUITY
Pointer Telocation Ltd. shareholders' equity:
Share capital
Ordinary shares of NIS 3 par value -
Authorized: 8,000,000 shares at December 31, 2013; Issued and outstanding: 5,565,558 shares at December 31, 2013	3,878
Additional paid-in capital	120,996
Accumlated other comprehensive income	1,876
Accumulated deficit	(89,220	)

Total Pointer Telocation Ltd. shareholders' equity	37,530

Non-controlling interest	5,529

Total shareholders’ equity	43,059

Total capitalization	60,874

USE OF PROCEEDS

All of the proceeds from the sale of any ordinary shares offered under this prospectus are for the account of the selling securityholders. Accordingly, we will not receive any proceeds from the sales of these securities.

We have agreed to bear all expenses relating to the registration of the securities registered pursuant to this prospectus.

MARKET FOR OUR ORDINARY SHARES

The table below sets forth the high and low prices of our ordinary shares, as reported by NASDAQ Capital Market during the indicated periods.

Period	High		Low
Last 6 calendar months
February 2014		10.34		9.00
January 2014		12.55		9.39
December 2013		11.84		6.86
November 2013		8.17		6.00
October 2013		6.00		5.40
September 2013		5.37		4.30
Financial quarters during the past two years
Fourth Quarter 2013		11.84		5.40
Third Quarter 2013		5.72		4.00
Second Quarter 2013		4.23		2.74
First Quarter 2013		2.91		2.36
Fourth Quarter 2012		3.10		2.40
Third Quarter 2012		2.77		2.30
Second Quarter 2012		3.05		2.32
First Quarter 2012		4.00		2.71
Five most recent full financial years
2013		11.84		2.36
2012		4.00		2.30
2011		6.42		3.20
2010		7.70		5.72
2009		7.00		2.73

On March 10, 2014, the last reported sale price of the ordinary shares was $10.16 on the NASDAQ Stock Market.

SELLING SECURITYHOLDERS

Beneficial ownership and other information.

In accordance with the registration rights we granted to the selling sharegholders as part of the Shagrir Transaction, we are registering 994,357 of our ordinary shares which are owned by the selling securityholders.

The term “selling securityholders” include (i) the entities identified in the table below (as such table may be amended from time to time by means of an amendment to the registration statement of which this prospectus forms a part or by a supplement to this prospectus) and (ii) any donees, pledgees, transferees or other successors-in-interest that acquires any of the ordinary shares covered by this prospectus after the date of this prospectus from the named selling securityholders as a gift, pledge, partnership distribution or other non-sale related transfer.

Except as described herein or in the documents incorporated by reference herein, we have no material relationships with the selling securityholders and have not had any material relationships with the selling securityholders in the past three years.

Nothing in this Registration Statement shall be construed as an admission that any selling securityholders are the beneficial owner of any of our securities, other than the securities held directly by such party, nor that any selling stockholder or other persons or entities constitute a "group", for purposes of Section 13(d) of the Exchange Act and the rules promulgated thereunder.

Except as set forth in the footnotes to the table, other than the ordinary shares covered by this prospectus and offered hereby, the selling securityholders do not beneficially own any of our ordinary shares or other securities and will not beneficially own any such securities after completion of the offering. Our registration of the securities covered by this prospectus does not necessarily mean that the selling securityholders will sell any or all of the securities. Information included in the table is based upon information provided by the selling securityholders.

The information in the table below is as of March 10, 2014 and is based solely upon information provided by the selling securityholders. The selling securityholders have each represented to us that they did not have an agreement or understanding, directly or indirectly, with any person to distribute the securities at the time it purchased the securities.

Names and Addresses	Securities Beneficially Owned Prior to Offering / Percentage of Class		Securities Being Offered		Securities Beneficially Owned Upon Completion of Offering / Percentage of Class6
Gandyr Investments Ltd.1 89 Medinat Heyedudim, Herzeliya, Israel		804,234/10.5%		804,234	0/ 0.0%
Gandyr Ltd.1 89 Medinat Heyedudim, Herzeliya, Israel		53,766/*		53,766	0/ 0.0%
Sullam Financial Holdings Ltd.2 85 Medinat Heyedudim, Herzeliya, Israel		56,000/*		56,000	0/ 0.0%
Micha Kraus3 Address: 49Kibutz Galuyot, Even Yehuda, Israel		66,057/*		66,057	0/ 0.0%
Ilan Goldstein4 Address:14 Margalit, Hod Hasharon, Israel		8,261/*		7,150	1,111/*
Yossi Regev5 Address: 7 Hacohanim, Hod Hasharon, Israel		15,148/*		7,150	7,998/*

Less than 1%

Based on information provided to us, Gandyr Investments Ltd. is wholly owned and controlled by Yudith Recanati. Gandyr Ltd. is wholly owned by Gandyr Investments. Yudith Recanati also directly owns 6,290 of our ordinary shares.

Based on information provided to us, Sullam Financial Holdings Ltd. is controlled by Lenny Recanati

Micha Kraus is former Chief Executive Officer of Shagrir and a current director of Shagrir, a wholly owned subsidiary of Pointer.

Ilan Goldstein is a manager of Shagrir.

Yossi Regev is a manager and the Chief Executive Officer of Shagrir.

Assuming all shares being registered hereunder are sold and based on 7,688,564 ordinary shares outstanding on the date hereof.

PLAN OF DISTRIBUTION

The selling securityholders may offer and sell, from time to time, some or all of the ordinary shares covered by this prospectus. As used herein, “selling securityholders” include donees, pledgees, transferees or other successors-in-interest selling securities received after the date of this prospectus from the named selling securityholders as a gift, pledge, partnership distribution or other non-sale related transfer. We have registered the ordinary shares covered by this prospectus for offer and sale so that those ordinary shares may be freely sold to the public by the selling securityholders. Registration of the ordinary shares covered by this prospectus does not mean, however, that those ordinary shares necessarily will be offered or sold.

We will not receive any proceeds from any sale by the selling securityholders of the securities. See "Use of Proceeds." We will bear all costs, expenses and fees in connection with the registration of the securities offered by this prospectus, other than brokerage commissions and similar selling expenses, if any, attributable to the sale of securities offered hereby which will be borne by the selling securityholders.

Sales of the securities offered hereby may be effected by the selling securityholders from time to time in one or more types of transactions (which may include block transactions) on the NASDAQ Stock Market at prevailing market prices, in the over-the-counter market, in negotiated transactions, through put or call options transactions relating to the shares offered hereby, through short sales of the shares offered hereby, or a combination of such methods of sale, at market prices prevailing at the time of sale, or at negotiated prices. Such transactions may or may not involve brokers or dealers. In effecting sales, brokers or dealers engaged by the selling securityholders may arrange for other brokers or dealers to participate. Broker-dealer transactions may include purchases of the ordinary shares by a broker-dealer as principal and resales of the ordinary shares by the broker-dealer for its account pursuant to this prospectus, ordinary brokerage transactions or transactions in which the broker-dealer solicits purchasers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling securityholders and/or the purchasers of the securities offered hereby for whom such broker-dealers may act as agents or to whom they sell as principal, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions). Any broker-dealers participating in the distribution of the ordinary shares covered by this prospectus may be deemed to be "underwriters" within the meaning of the Securities Act, and any commissions received by any of those broker-dealers may be deemed to be underwriting commissions under the Securities Act. The selling securityholders have advised us that they have not entered into any agreements, understandings or arrangements with any broker-dealers regarding the sale of the ordinary shares covered by this prospectus.

Upon our being notified by a selling securityholder that any material arrangement has been entered into with a broker-dealer for the sale of shares offered hereby through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing:

the name of the participating broker-dealer(s);

the number of ordinary shares involved;

the initial price at which such ordinary shares were sold;

the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable; and

other facts material to the transaction.

The selling securityholders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of the securities offered hereby or of securities convertible into or exchangeable for such securities in the course of hedging positions they assume with the selling securityholders. The selling securityholders may also enter into options or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealers or other financial institutions of the securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as amended or supplemented to reflect such transaction).

To the extent required, we will use our best efforts to file one or more supplements to this prospectus to describe any material information with respect to the plan of distribution not previously disclosed in this prospectus or any material change to such information.

DESCRIPTION OF SHARE CAPITAL

Our registered share capital consists of a single class of ordinary shares, par value NIS 3.00 per share. As of March 11, 2014, our authorized share capital consisted of 8,000,000 ordinary shares, and there were 7,688,564 of our ordinary shares issued and outstanding.

All our issued and outstanding ordinary shares are fully paid and non-assessable and are issued in registered form. Our ordinary shares do not have preemptive rights and there are no sinking fund provisions applicable to our ordinary shares.

The following summary description of our capital stock summarizes general terms and provisions that apply to the capital stock. Because this is only a summary, it does not contain all of the information that may be important to you. This summary is subject to and qualified in its entirety by reference to our memorandum of association and articles of association, as amended, each of which are on file with the SEC. See “Where You Can Find More Information.”

Corporate Powers. We were incorporated and registered under the laws of the State of Israel on July 17, 1991 under the registration number 52-004147-6. The legal and commercial name of our company is Pointer Telocation Ltd. The principal legislation under which we operate is the Israeli Companies Law, 5759-1999, as amended. Pursuant to our Articles of Association and Memorandum of Association we may engage in any business which is not prohibited by law in force in the State of Israel.

Rights to Own Securities. Our ordinary shares may be freely held and traded. The ownership or voting of ordinary shares by non-residents of Israel are not restricted in any way by our memorandum of association or articles of association or by the laws of the State of Israel, except, under certain circumstances, with respect to subjects of countries that are in a state of war with Israel.

Share Rights, Preferences and Restrictions. In the event of our liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of our ordinary shares in proportion to the nominal value of their respective holdings. This liquidation right may be affected by the grant of a preferential dividend or distribution right to the holder of a class of shares with preferential rights that may be authorized in the future. Dividends may be paid only out of profits, as defined in the Israeli Companies Law, 1999, or Companies Law. Our board of directors is authorized to declare dividends, although we anticipate that, for the foreseeable future, we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends for at least the next several years.

Holders of ordinary shares have one vote for each share held on all matters submitted to a vote of shareholders. Such voting rights may be affected by the grant of any special voting rights to the holders of a class of shares with preferential rights. The ordinary shares do not have cumulative voting rights in the election of directors. Thus, the holders of ordinary shares conferring more than 50% of the voting power have the power to elect all of the Company's directors, to the exclusion of the remaining shareholders.

Our shareholders do not have liability for capital calls of the Company, except for any unpaid sum in respect of shares held by a shareholder which is not, by the terms of allotment thereof or otherwise, payable at a fixed time. With regards to such unpaid sum, the shareholder shall pay the amount of every call so made upon him (and of each installment thereof if the same is payable in installments), to the person(s) and at the time(s) and place(s) designated by the Board of Directors.

We may redeem any of our own shares for such fair value as determined by a resolution of directors, as long as that such redemption is out of retained earnings and there is no reasonable concern that the redemption will keep the company from meeting its existing and expected obligations when they fall due.

Modification of Class Rights. The rights attached to any class (unlike otherwise provided by the terms of issue of such class), such as voting, rights to dividends and the like, may be varied with the consent in writing of, or sanction of a resolution passed by, the holders of a majority of the issued shares of that class at a separate general meeting of the holders of shares of such class.

Meetings of Shareholders.

An annual general meeting of our shareholders shall be held once in every calendar year, but in no event later than fifteen (15) months after the previous annual general meeting, at such time and at such place either within or without the State of Israel as may be determined by our board of directors.

Our board of directors may, whenever it thinks fit, convene a special general meeting at such time and place, within or without the State of Israel, as may be determined by the board of directors. Special general meetings may also be convened upon requisition in accordance with the Companies Law.

Each shareholder of record is entitled to receive prior notice of a meeting of shareholders delivered no less than 21 days prior to the date of such meeting (though there are instances pursuant to the Companies Law which may require advance notice of a meeting of shareholders of up to 35 days).

The quorum required for a general meeting of shareholders, according to our Articles of Association, consists of at least two shareholders present in person or by proxy and holding shares conferring in the aggregate the minimum amount of voting power of the Company required by the Companies Law to constitute a quorum at General Meetings (currently 25% of the voting rights). A meeting adjourned for lack of a quorum is generally adjourned to the same day in the next week, at the same time and place, or to any time and place as the chairman may determine with the consent of the holders of a majority of the voting power represented at the meeting in person or by proxy and voting on the question of adjournment. If at such reconvened meeting a quorum is not present within half an hour from the time appointed for holding the meeting, two shareholders present in person or by proxy will constitute a quorum, regardless of the number of shares represented.

The transfer agent and registrar for our ordinary shares is American Stock Transfer & Trust Company, 6201 15th Avenue, Brooklyn, NY 11219.

FOREIGN EXCHANGE CONTROLS AND OTHER LIMITATIONS

There are currently no Israeli currency control restrictions on remittances of dividends on our ordinary shares, proceeds from the sale of the shares or interest or other payments to non-residents of Israel, nor does the State of Israel restrict the ownership or voting of ordinary shares of Israeli entities by non-residents of Israel, except under certain circumstances, for shareholders who are subjects of countries that are, or have been, in a state of war with Israel.

TAXATION

The below discussion does not purport to be an official interpretation of the tax law provisions mentioned therein or to be a comprehensive description of all tax law provisions which might apply to our securities or to reflect the views of the relevant tax authorities, and it is not meant to replace professional advice in these matters. The below discussion is based on current, applicable tax law, which may be changed by future legislation or reforms.

Non-residents should obtain professional tax advice with respect to the tax consequences under the laws of their countries of residence of holding or selling our securities.

Israeli Capital Gains Tax

As of January 1, 2012, an individual is subject to a 25% tax rate on real capital gains derived from the sale of shares, as long as the individual is not a "substantial shareholder" (generally a shareholder who is the owner of 10% or more in the right to profits, right to nominate a director (or an officer), voting rights, right to receive assets upon liquidation, or right to instruct someone who holds any of the aforesaid rights regarding the manner in which he or she is to exercise such right(s), and all regardless of the source of such right) in the company issuing the shares.

A substantial shareholder individual will be subject to tax at a rate of 30% in respect of real capital gains derived from the sale of shares issued by the company in which he or she is a substantial shareholder. The determination of whether the individual is a substantial shareholder will be made on the date that the securities are sold. In addition, the individual will be deemed to be a substantial shareholder if at any time during the 12 months preceding this date he had been a substantial shareholder.

For gains derived from the sale of an asset acquired before January 1, 2012, and sold on or after such date, other rates of tax will apply depending upon the length of time for which the asset was held.

Non-Israeli residents are exempt from Israeli capital gains tax on any gains derived from the sale of shares in an Israeli corporation, provided such gains do not derive from a permanent establishment of such shareholders in Israel. However, non-Israeli resident corporations will not be entitled to such exemption if Israeli residents (i) have a controlling interest of more than 25% in such non-Israeli corporation, or (ii) are the beneficiaries of or are entitled to 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly.

In some instances where our shareholders may be liable to Israeli tax on the sale of their ordinary shares, the payment of the consideration may be subject to the withholding of Israeli tax at source.

Pursuant to the treaty between the Governments of the United States and Israel with respect to taxes on income, or the U.S.-Israel tax treaty, the sale, exchange or disposition of our ordinary shares by a person who qualifies as a resident of the United States under the treaty and who is entitled to claim the benefits afforded to him by the treaty, will generally not be subject to Israeli capital gains tax. This exemption shall not apply to a person who held, directly or indirectly, shares representing 10% or more of the voting power in our company during any part of the 12 month period preceding the sale, exchange or disposition, subject to certain conditions. A sale, exchange or disposition of our shares by a U.S. resident qualified under the treaty, who held, directly or indirectly, shares representing 10% or more of the voting power in our company at any time during the preceding 12 month period would be subject to Israeli tax, to the extent applicable; however, under the treaty, this U.S. resident would be permitted to claim a credit for these taxes against the U.S. income tax with respect to the sale, exchange or disposition, subject to the limitations in U.S. laws applicable to foreign tax credits. In addition, in the event that (1) the capital gains arising from the sale of our company's shares will be attributable to a permanent establishment of the shareholder located in Israel, or (2) the shareholder, being an individual, will be present in Israel for a period or periods aggregating 183 days or more during a taxable year, the aforesaid exemption shall not apply.

Israeli Tax on Dividend Income

Non-Israeli residents are subject to income tax on income accrued or derived from sources in Israel. These sources of income include passive income such as dividends, royalties and interest, as well as active income from services rendered in Israel. On distributions of dividends other than bonus shares, or stock dividends, to Israeli individuals and foreign resident individuals and corporations we would be required to withhold income tax at the rate of 25% (or 30% in the case that such person is a substantial shareholder at the time receiving the dividend or on any date in the 12 months preceding such date). If the income out of which the dividend is being paid is attributable to an Approved Enterprise under the Law for the Encouragement of Capital Investments, 1959, the rate is 15%. Under the 2013 Amendment, beginning in 2014, dividends paid out of income attributable to a Preferred Enterprise will be subject to a withholding tax rate of 20%. However, if such dividends are paid to an Israeli company, no tax is required to be withheld. A different rate may be provided for in a treaty between Israel and the shareholder’s country of residence. Under the U.S.-Israel tax treaty, if the income out of which the dividend is being paid is not attributable to an Approved Enterprise, then income tax with respect to shareholders that are U.S. corporations holding at least 10% of our voting power in the twelve-month period preceding the distribution of such dividends, is required to be withheld at the rate of 12.5%.

Residents of the United States will generally have taxes in Israel withheld at source. Such persons generally would be entitled to a credit or deduction for United States Federal income tax purposes for the amount of such taxes withheld, subject to limitations applicable to foreign tax credits.

OFFERING EXPENSES

We have incurred, or expect to incur, the following estimated expenses in connection with this prospectus:

Securities and Exchange Commission Registration Fee	$	1,270
Legal fees and expenses	$	12,500
Miscellaneous	$	5,000
Total	$	18,770

LEGAL MATTERS

Carter Ledyard & Milburn LLP, New York, New York, will be passing upon matters of United States law for us with respect to securities offered by this prospectus and any accompanying prospectus supplement. Yigal Arnon & Co., Tel Aviv, Israel will pass upon matters of Israeli law for us with respect to securities offered by this prospectus and any accompanying prospectus supplement.

EXPERTS

The consolidated financial statements incorporated in this prospectus by reference from our Annual Report on Form 20-F for the year ended December 31, 2012, as amended, have been audited by Kost Forer Gabbay & Kasierer, a member firm of Ernst & Young Global, Independent Registered Public Accounting Firm, as set forth in their reports thereon incorporated herein by reference, which as to the years 2010, 2011and 2012 are based in part on the reports of Grant Thornton Argentina S.C. and Baker Tilly Brasil, independent auditors. These consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of that firm as experts in accounting and auditing.

ENFORCEABILITY OF CIVIL LIABILITIES AND

AGENT FOR SERVICE OF PROCESS IN THE UNITED STATES

We are incorporated in Israel, most of our executive officers and directors and the Israeli experts named herein are nonresidents of the United States, and a substantial portion of the assets of such persons and of ours are located outside the United States. For further information regarding enforceability of civil liabilities against us and certain other persons, see the risk factor “Service and enforcement of legal process” under the heading "Risk Factors" in our Annual Report on Form 20-F for the year ended December 31, 2012, which is incorporated by reference herein.

WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION OF

INFORMATION BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file with it. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, except if it is superseded by information in this prospectus or by later information that we file with the SEC. Information that we file with the SEC after the date of this prospectus will automatically update and supersede the information contained or incorporated by reference in this prospectus. We incorporate by reference the documents listed below, and all amendments or supplements we may file to such documents, as well as any future filings we may make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934.

The following documents furnished or filed with the SEC are incorporated in this prospectus by reference:

Our Annual Report on Form 20-F for the fiscal year ended December 31, 2012, filed with the SEC on March 19, 2013 (the “2012 Form 2012”) as amended by Amendment No. 1 to the 2012 Form 20-F, filed with the SEC on October 30, 2013.

Our reports of foreign private issuer on Form 6-K furnished to the SEC on May 13, 2013, September 17, 2013, November 14, 2013 and February 27, 2014.

Any future reports on Form 6-K to the extent that we indicate they are incorporated by reference into this registration statement;

Any future annual reports on Form 20-F that we may file with the SEC under the Exchange Act, prior to the termination of any offering contemplated by the prospectus; and

The description of our securities contained in Item 1 of our Registration Statement on Form 8-A filed with the SEC on March 17, 1994 under the Exchange Act and any amendment or report filed for the purpose of updating that description.

We filed a registration statement on Form F-3 to register with the SEC the securities described in this prospectus. This prospectus is part of that registration statement. As permitted by SEC rules, this prospectus does not contain all of the information included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement and the exhibits and schedules for more information about us and our securities. The registration statement and exhibits and schedules are also available at the SEC's Public Reference Room or through its web site.

Certain statements in and portions of this prospectus update and replace information in the above listed documents incorporated by reference. Likewise, statements in or portions of a future document incorporated by reference in this prospectus may update and replace statements in and portions of this prospectus or the above listed documents.

We are an Israeli company and are a “foreign private issuer” as defined in Rule 3b-4 under the Securities Exchange Act of 1934, or Exchange Act. As a result, (i) our proxy solicitations are not subject to the disclosure and procedural requirements of Regulation 14A under the Exchange Act, (ii) transactions in our equity securities by our officers, directors and principal shareholders are exempt from Section 16 of the Exchange Act; and (iii) we are not required under the Exchange Act to file periodic reports and financial statements as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all the information that has been incorporated by reference in this prospectus but not delivered with this prospectus (and any exhibits specifically incorporated in such information), at no cost, upon written or oral request to us at the following address:

Pointer Telocation Ltd.

14 Hamelacha Street Afek Industrial Park,

Rosh Haayin 48091, Israel

Tel: 972-3-572-3111

Attn.: Zvi Fried

You may also obtain information about us by visiting our website at www.pointer.com. Information contained in our website is not part of this prospectus.

You should rely only on the information contained or incorporated in this prospectus or any supplement. We have not authorized anyone else to provide you with different information. You should not rely on any other representations. Our affairs may change after this prospectus or any supplement is distributed. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of those documents. You should read all information supplementing this prospectus.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 8. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Israeli Companies Law, 5759 - 1999, (the "Companies Law"), and the Israeli Securities Law 5728 – 1968 (the "Securities Law"), as were most recently amended, provide that a company may include in its articles of association provisions allowing it to:

1. partially or fully, exempt in advance, an office holder of the company from his or her responsibility for damages caused by the breach of his or her duty of care to the company, except for damages caused to the company due to any breach of such Office Holder's duty of care towards the company in a “distribution” (as defined in the Companies Law).

2. enter into a contract to insure the liability of an office holder of the company by reason of acts or omissions committed in his or her capacity as an office holder of the company with respect to the following:

(a) the breach of his or her duty of care to the company or any other person;

(b) the breach of his or her fiduciary duty to the company to the extent he acted in good faith and had a reasonable basis to believe that the act or omission would not prejudice the interests of the company; and

3. indemnify an office holder of the company for:

(a) monetary liabilities or obligations imposed upon, or actually incurred by, such officer holder in favor of other persons pursuant to a court judgment, including a compromise judgment or an arbitrator’s decision approved by a court, by reason of acts or omissions of such officer holder in his or her capacity as an office holder of the company;

(b) reasonable litigation expenses, including attorney’s fees, actually incurred by such office holder or imposed upon him or her by a court, in an action, suit or proceeding brought against him or her by or on behalf of us or by other persons, or in connection with a criminal action from which he or she was acquitted, or in connection with a criminal action which does not require criminal intent in which he was convicted, in each case by reason of acts or omissions of such officer holder in his or her capacity as an office holder; and

(c) reasonable litigation expenses, including attorneys’ fees, actually incurred by such office holder due to an investigation or a proceeding instituted against such office holder by an authority competent to administrate such an investigation or proceeding, and that was finalized without the filing of an indictment against such office holder and without any financial obligation imposed on such office holder in lieu of criminal proceedings, or that was finalized without the filing of an indictment against such office holder but with financial obligation imposed on such office holder in lieu of criminal proceedings of a crime which does not require proof of criminal intent, in each case by reason of acts of such officer holder in his or her capacity as an office holder of the company.

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The Companies Law provides that a company’s articles of association may provide for indemnification of an office holder post-factum and may also provide that a company may undertake to indemnify an office holder in advance, as described in:

sub-section 3(a) above, provided such undertaking is limited to and actually sets forth the types of occurrences, which, in the opinion of the company’s board of directors based on the current activity of the company, are, at the time such undertaking is provided, foreseeable, and to an amount and degree that the board of directors has determined is reasonable for such indemnification under the circumstances; and

sub-sections 3(b) and 3(c) above.

The Companies Law provides that a company may not indemnify or exempt the liabilities of an office holder or enter into an insurance contract which would provide coverage for the liability of an office holder with respect to the following:

a breach of his or her fiduciary duty, except to the extent described above;

a breach of his or her duty of care, if such breach was done intentionally, recklessly or with disregard of the circumstances of the breach or its consequences;

an act or omission done with the intent to unlawfully realize personal gain; or

a fine or monetary settlement imposed upon him.

The Companies Law adds that such clauses in a company's Articles of Association that contradict the clauses of the Companies Law regarding indemnification or exemption of, or insurance for liabilities for an office holder are void.

The Companies Law also states that accepting a company's undertaking for indemnification or exemption of the liabilities of an office holder, or entering into an insurance contract which would provide coverage for the liability of an office holder with respect to such office holder's breach of his or her fiduciary duty, is also void and amounts to that office holder's breach of his or her fiduciary duty towards the company.

Further, the Securities Law prohibits companies from exempting or indemnifying in advance or entering into a contract to insure the liability of an office holder of the company for (A) financial sanction pursuant to the provisions of Chapter H'3 of the Securities Law; (B) administrative infringements pursuant to the provisions of Chapter H'4 of the Securities Law or (C) infringements pursuant to the provisions of Chapter I'1 of the Securities Law.

However, an office holder, acting in the capacity of an office holder, could be exempted or indemnified by a company, and the company may enter into a contract to insure the liability of its office holders, for (A) expenses, including reasonable attorney's fees and litigation expenses pursuant to the mentioned Chapters of the Securities Law, and (B) payments to an injured party of infringement under Section 52ND(a)(1)(a) of the Securities Law.

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Under the Companies Law, the term "office holder" may include a director, managing director, general manager, chief executive officer, executive vice president, vice president, other managers directly subordinate to the managing director and any other person fulfilling or assuming any such position or responsibility without regard to such person’s title.

The grant of an exemption, an undertaking to indemnify or indemnification of, and procurement of insurance coverage for, an office holder of a company requires, pursuant to the Companies Law, the approval of our audit committee and board of directors, and, in certain circumstances, including if the office holder is a director, the approval of our shareholders.

Our Articles of Association have been amended to allow for indemnification of, and procurement of insurance coverage for our officers and directors to the maximum extent provided for by the Companies Law and the Securities Law. We have entered into an insurance contract for directors and officers in the total amount of $15 million.

Our Articles of Association also provide that any amendment to the Companies Law or to the Securities Law adversely affecting the Company's office holders' rights to be indemnified or insured according to Section 68 therein shall be prospective in effect, and shall not affect the Company's obligations or ability to insure or indemnify its office holders for any act or omission occurring prior to such amendment, unless otherwise provided by the Companies Law or the Securities Law.

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ITEM 9. EXHIBITS

See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this registration statement on Form F-3, which Exhibit Index is incorporated herein by reference.

ITEM 10. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or any decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided, that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or Rule 3-19 of Regulation S-X if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Form F-3.

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(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the Registrant is relying on Rule 430B:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) The undersigned Registrant hereby undertakes that:

(i) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(ii) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosh Haayin, Israel, on March 11, 2014.

	POINTER TELOCATION LTD.

	By:	/s/ David Mahlab
		David Mahlab
		Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, each director and officer whose signature appears below constitutes and appoints David Mahlab and Zvi Fried or either of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, to sign in any and all capacities any and all amendments or post-effective amendments to this Registration Statement on Form F-3 and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting such attorneys-in-fact and agents, and each of them, full power and authority to do all such other acts and execute all such other documents as they, or any of them, may deem necessary or desirable in connection with the foregoing, as fully as the undersigned might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/Yossi Ben Shalom Yossi Ben Shalom	Chairman of the Board of Directors	March 11, 2014
/s/ David Mahlab David Mahlab	President and Chief Executive Officer	March 11, 2014
/s/ Zvi Fried Zvi Fried	Chief Financial Officer (Principal Accounting Officer)	March 11, 2014
/s/ Barak Dotan Barak Dotan	Director	March 11, 2014
/s/ Alicia Rotbard Alicia Rotbard	Director	March 11, 2014
/s/ Nir Cohen Nir Cohen	Director	March 11, 2014
/s/ Zvi Rutenberg Zvi Rutenberg	Independent Director	March 11, 2014
/s/ Gil Oren Gil Oren	Independent Director	March 11, 2014
U.S. Authorized Representative: /s/ Puglisi & Associates By: Donald J. Puglisi Title: Managing Director March 11, 2014

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EXHIBIT INDEX

4.1*	Memorandum of Association.
4.2**	Amended Articles of Association, adopted August 26, 2003, as amended on May 24, 2004, February 1, 2005, and January 17, 2006.
4.3***	Amended and Restated Articles of Association of the Registrant.
5.1	Opinion of Yigal Arnon & Co.
10.1	Share Purchase Agreement dated as of January 13, 2014, between Pointer Telocation Ltd. and the selling shareholders listed therein
10.2	Share Purchase Agreement dated as of January 13, 2014, between Pointer Telocation Ltd. and the selling shareholders listed therein
23.1	Consent of Yigal Arnon & Co. (contained in their opinion constituting Exhibit 5.1).
23.2	Consent of Kost, Forer, Gabbay & Kasierer Certified Public Accountants (Israel).
23.3	Consent of Grant Thornton Argentina S.C. Certified Public Accountants (Argentina).
23.4	Consent of Baker Tilly Brasil, Registered Public Accountants (Brazil).
24	Power of Attorney (included on signature page hereof).

* Incorporated by reference to Exhibit 3.1 of Registrant’s Registration Statement on Form F-1, File No. 33-76576 filed with the Commission on June 10, 1994.

** Incorporated by reference to Exhibit 1.2 to Registrant’s Annual Report on Form 20-F, for the year ending December 31, 2008 filed with the Commission on March 31, 2009.

*** Incorporated by reference to Exhibit 1.2 to the Registrant's Annual Report on Form 20-F, for the year ending December 31, 2011, filed with the Commission on March 19, 2012.

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SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (the "Agreement"), is dated as of January 13, 2014, between Pointer Telocation Ltd. ("Pointer"), a public company, incorporated under the laws of the State of Israel, company number 520041476, and the sellers whose names are set forth in Schedule A hereunder (each a "Seller" and collectively the "Sellers").

R E C I T A L S

WHEREAS, Pointer and the Sellers are each shareholders of Shagrir Systems Ltd. ("Shagrir"), a private company, incorporated under the laws of the State of Israel, company number 511767832; and

WHEREAS, the Sellers wish to sell to Pointer 38,479 Ordinary Shares of Shagrir, par value NIS 1.00 each (the "Shagrir Shares"), constituting in the aggregate 41.8% of the issued share capital of Shagrir, on a fully diluted basis; and

WHEREAS, Pointer wishes to purchase from the Sellers all of their shares in Shagrir in consideration for the issuance of Ordinary Shares of Pointer, par value NIS 3.00 each, and cash consideration as more fully set forth herein.

NOW THEREFORE, Pointer and the Sellers, intending to be legally bound, agree to the terms set forth below:

Sale of Shagrir Shares Against the Shagrir Consideration.

Subject to and in accordance with the terms and conditions of this Agreement, in consideration for the sale by the Sellers of the Shagrir Shares in the amounts set forth opposite their names in Schedule A attached hereto, Pointer shall (i) issue to the Sellers, an aggregate of 914,000 Ordinary Shares of Pointer, par value NIS 3.00 each (the "Pointer Shares"); and (ii) pay an aggregate cash consideration of NIS 24,815,772 (the "Cash Consideration" and together with the Pointer Shares, the "Shagrir Consideration"). The specific amount of Pointer Shares to be issued to each Seller and the respective Cash Consideration amounts to be paid to each Seller is set forth in Schedule A attached hereto.

Closing.

2.1

Closing Date. Subject to the conditions set forth in Section ‎8 below, the consummation of the transaction contemplated hereby (hereinafter, the “Closing”) shall take place at the offices of Yigal Arnon & Co., 1 Azrieli Center, Round Building, 46th Floor, Tel Aviv, Israel, upon fulfillment of all conditions to Closing (“hereinafter, the Closing Date”). The Closing Date is anticipated to take place no later than March 31, 2014. Should the Closing not take place by March 31, 2014, this Agreement shall be cancelled and be null and void and no party shall have any claim against the other party in connection thereto.

2.2

Closing Deliveries.

The following instruments, agreements and documents shall be executed and delivered at the Closing and all such documents shall be deemed delivered simultaneously and all transactions contemplated hereby and thereby shall be deemed to take place simultaneously, and no such document shall be deemed delivered until all such transactions are completed and all such documents are delivered:

2.2.1

The following deliveries will be made by each Seller to Pointer at the Closing:

2.2.1.1

Resolution of the Board of Directors of each Seller, substantially in the form attached hereto as Exhibit ‎2.2.1.1, authorizing the sale and transfer of the respective Shagrir Shares in consideration for the applicable portion of the Shagrir Consideration;

2.2.1.2

A duly executed shares transfer deed regarding the sale and transfer of the Seller's portion of the Shagrir Shares, in the form attached hereto as Exhibit ‎2.2.1.2;

2.2.1.3

Notice of resignation of the directors appointed by the Sellers to the Board of Directors of Shagrir, in the form attached hereto as Exhibit ‎2.2.1.3.

2.2.1.4

Certificate of exemption of withholding tax at source, or providing for a specific percentage of withholding, in respect of the Shagrir Consideration. Should no certificate of exemption be provided, or a certificate providing for a specific percentage of withholding, Pointer shall withhold tax at source, to be deducted from the Cash Consideration, at the highest rate set by law.

2.2.1.5

a certificate executed by an officer of each of the Sellers in the form attached hereto as Exhibit 2.2.1.5 certifying that each of the representations and warranties of such Seller under this Agreement are true and accurate as of the Closing Date as if made on the Closing Date.

2.2.2

The following deliveries will be made by Pointer to the Sellers at the Closing:

2.2.2.1

Resolution of the Board of Directors of Pointer, substantially in the form attached hereto as Exhibit ‎2.2.2.1, authorizing the Shagrir Consideration;

2.2.2.2

Issuance of Share Certificates in respect of the Pointer Shares;

2.2.2.3

Transfer of the Cash Consideration to the bank accounts of the Sellers by way of immediately available funds wire transfer, per the details attached in Schedule A.

2.2.2.4

a certificate executed by an officer of Pointer in the form attached hereto as Exhibit 2.2.2.4 certifying that each of the representations and warranties of Pointer under this Agreement are true and accurate as of the Closing Date as if made on the Closing Date.

Representations and Warranties of Each Seller.

Each Seller makes the following representations and warranties to Pointer:

3.1

Shagrir Shares. The Shagrir Shares to be sold and transferred are free and clear of all liens, charges, restrictions, claims, encumbrances or any third party rights.

3.2

No Rights or Claims. As of the Closing no Seller shall have any rights in Shagrir (other than by virtue of their holdings of the Pointer Shares) and any and all such rights previously granted to the Seller shall be terminated. Each Seller hereby irrevocably waives, on its behalf and on behalf of any of its shareholders, directors and representatives, any right and/or claim and/or demand whatsoever against Shagrir.

3.3

Authority. Each Seller has full right and power to enter into and perform pursuant to this Agreement and sell and transfer to Pointer its portion of the Shagrir Shares, and this Agreement constitutes each Seller’s valid and legally binding obligation, enforceable in accordance with its terms. Each Seller is authorized and otherwise duly qualified to receive the Shagrir Consideration and to enter into this Agreement.

3.4

Purchase for Investment. The Seller is acquiring all of the Pointer Shares to be acquired by it hereunder for its own account for investment and without a view to the distribution or resale of such Pointer Shares, it being understood that this Section ‎3.4 shall not prevent the Seller from selling or otherwise disposing of any of the Pointer Shares, at its sole discretion, in any transaction which does not violate the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act").

3.5

U.S. Federal Securities Laws. The Seller understands that the Pointer Shares have not been registered under the Securities Act and that the issuance contemplated hereby is being made in reliance on an exemption from registration under the Securities Act for nonpublic offerings.

3.6

Purchaser Status. At the time such Seller was offered the Pointer Shares, it was, and is as of the date hereof, an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

3.7

Receipt of Information. It acknowledges that it and/or its representatives have had a reasonable opportunity to ask questions and receive answers from management of Pointer, or a person or persons acting on its behalf concerning the Pointer Shares, and all such questions have been answered to the full satisfaction of the Seller. Except for the representations regarding the Pointer Shares provided herein, each Seller is purchasing the Pointer Shares AS IS, has reached its own investment decision and waives any and all claims it may have against Pointer for nondisclosure of any information.

3.8

Investment Experience. Each Seller has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the receipt of the Pointer Shares pursuant to the terms of this Agreement and of protecting its interests in connection therewith. Such Seller is able to bear the economic risk of this transaction.

3.9

Restricted Securities. Each Seller understands that the Pointer Shares are restricted securities and agrees that if it decides to transfer any of such securities, it will not do so, directly or indirectly, except (i) to Pointer; (ii) pursuant to a registration statement under the Securities Act; (iii) pursuant to Rule 144 under the Securities Act; (iv) outside the United States in a transaction meeting the requirements of Regulation S under the Securities Act and in compliance with applicable local laws and regulations of the jurisdiction(s) in which such sale is made or (v) pursuant to another transaction that is exempt from registration under the Securities Act and applicable state securities laws and the Seller has provided a legal opinion reasonably satisfactory to Pointer, that such registration is not required under the Securities Act.

3.10

Legend on Shares. The Seller is aware that the certificate representing the Pointer Shares shall be stamped or otherwise imprinted on its face with a legend in the following form:

"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, MAY OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THE SHARES ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (D) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS OF THE JURISDICTION(S) IN WHICH SUCH SALE IS MADE OR (E) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION AFTER PROVIDING A LEGAL OPINION REASONABLY SATISFACTORY TO COUNSEL OF THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT."

Lock-up Agreement

4.1

Each of Gandyr Investments Ltd. and Gandyr Ltd. (together, the “Gandyr Sellers”) agree that they will not, during the period ending four months after the Closing (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any ordinary shares of Pointer (including without limitation, ordinary shares of Pointer which may be deemed to be beneficially owned by the Gandyr Sellers in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC")), or publicly disclose the intention to make any offer, sale, pledge or disposition or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the ordinary shares or such other securities of Pointer. Notwithstanding the above, nothing herein shall prevent the Gandyr Sellers from selling, during the Lock-Up Period, any of the Pointer Shares purchased by the Gandyr Sellers to (a) any company controlled by or under common control with the Gandyr Sellers, or (b) Mr. Joanthan Irroni, Ms. Ifat Dvir or companies under their control (together the "Gandyr Group"), provided that the Gandyr Sellers shall not sell to Mr. Irroni or Ms. Dvir more than 10% of the Pointer Shares purchased by the Gandyr Sellers under this Agreement and further provided that each of the Gandyr Group entities shall undertake to be bound by the provisions of this Agreement.

4.2

During the period ending 12 months after the Closing, in the event of a public underwritten offering, if DBSI Investments Ltd. executed a lock-up agreement in favor of the underwriter(s), each of the Gandyr Sellers agrees for as long as they, together with any affiliated entities, hold at least 5% of Pointer shares, to also execute a lock-up agreement in favor of the underwriter(s) in the same form and substance as executed by DBSI Investments Ltd. provided that (a) such lock-up period shall not exceed 180 days, and (b) that any exemption or release from such lock-up applicable to DBSI Investments Ltd. shall apply also to the Gandyr Sellers.

Representations and Warranties of Pointer.

Pointer makes the following representations and warranties to each of the Sellers:

5.1

Corporate Action. This Agreement has been duly authorized, executed and delivered by Pointer and constitutes the legal, valid and binding obligations of Pointer, enforceable against Pointer in accordance with its terms. The issuance and delivery of the Pointer Shares and the payment of the Cash Consideration have been duly authorized by all required corporate action on the part of Pointer and do not violate any applicable law or the provision of the Articles of Association of Pointer or any other constitutional documents thereof.

5.2

Documents. Pointer has filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended, including pursuant to Section 13(a) or 15(d) thereof, for the six months preceding the date hereof.

5.3

Filings, Consents and Approvals. Other than such notifications as may be required by Nasdaq, Pointer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by it of this Agreement, other than the filing with the United States Securities and Exchange Commission of the Registration Statement in accordance with the Section 6 herein.

5.4

Pointer Shares. The Pointer Shares when issued and against receipt of the Shagrir Shares, will be validly issued and will be free and clear of all liens, charges, restrictions, claims, encumbrances or third party rights.

5.5

Shagrir Shares. Except for the representations regarding the Shagrir Shares provided herein, Pointer is purchasing the Shagrir Shares AS IS and has reached its own investment decision and waives any and all claims it may have against the Sellers for nondisclosure of information.

Registration Rights.

6.1

F-3 Registration Statement. Pointer shall use its best efforts to prepare and file with the SEC, within 60 days of the date of Closing (such period to be extended if the Sellers have not provided all requested information in writing as set forth below), a registration statement on Form F-3 (the "Registration Statement") registering the Pointer Shares and will use its best efforts to have such Registration Statement declared effective by the Securities and Exchange Commission as soon as practicable. In the event that the Form F-3 is unavailable under the applicable eligibility standards, the Pointer shall use such other form as is available for such a registration.

It shall be a condition precedent to the obligations of Pointer to complete the Registration Statement pursuant to this Agreement with respect to the Pointer Shares of the Sellers that each Seller furnish to Pointer such information regarding itself, the Pointer Shares held by it and the intended method of disposition of the Pointer Shares held by it as shall be reasonably required to effect the effectiveness of the registration of such Pointer Shares and shall execute such documents in connection with such registration as Pointer may reasonably request. All information provided to the Company by the Buyer pursuant to this section shall be in writing, and such writing shall expressly acknowledge that the information is being provided for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto. The Sellers agree to cooperate with Pointer as reasonably requested by Pointer in connection with the preparation and filing of the Registration Statement hereunder, unless the Seller has notified the Company in writing of its election to exclude all of its Pointer Shares from such Registration Statement.

6.2

Pointer's Obligations. At such time as Pointer is obligated to file a Registration Statement with the SEC pursuant to this Agreement, Pointer shall, use its best efforts to effect the registration of the Pointer Shares and without derogation from its undertakings and obligations herein shall have the following obligations:

6.2.1

Pointer shall submit to the SEC, promptly after it learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff of the SEC has no further comments on a particular Registration Statement, as the case may be, and after receiving the approval of the Sellers pursuant to section 6.2.3 below, a request for acceleration of effectiveness of such Registration Statement to a time and date not later than 96 hours after the submission of such request. Pointer shall keep each Registration Statement effective at all times until the earlier of (i) the date as of which the Sellers may sell all of the Pointer Shares without restriction pursuant to Rule 144 (or successor thereto) promulgated under the 1933 Act or (ii) the date on which the Sellers shall have sold all the Pointer Shares (the "Registration Period"). Pointer shall ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) 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.

6.2.2

Pointer shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement.

6.2.3

Pointer shall permit Sellers to review and comment upon (i) a Registration Statement at least five (5) business days prior to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except for amendments and supplements relating to Annual Reports on Form 20-F, and Current Reports on Form 6-K and any similar or successor reports) if practicable prior to their filing with the SEC. Pointer shall not submit a request for acceleration of the effectiveness of a Registration Statement without the prior approval of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed.

6.2.4

Pointer shall notify the Sellers in writing of the happening of any event, as promptly as practicable after becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, nonpublic information), and, promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission. Pointer shall also promptly notify the Sellers in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to the Sellers promptly after the date of effectiveness), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of Pointer's reasonable determination that a post-effective amendment to a Registration Statement would be appropriate.

6.2.5

Pointer shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Pointer Shares for sale in any jurisdiction and, if such an order or suspension is issued, to use its best efforts to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Seller who holds Pointer Shares being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

6.2.6

Pointer shall hold in confidence and not make any disclosure of information concerning the Sellers provided to it unless (i) disclosure of such information is necessary to comply with federal or state securities laws or other applicable rules and regulations, (ii) the disclosure of such information is necessary or desirable to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. Pointer agrees that it shall, upon learning that disclosure of such information concerning the Seller is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Sellers and allow the Sellers, solely at the their expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

6.2.7

Pointer shall cooperate with the Sellers and, to the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Pointer Shares to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Seller may reasonably request.

6.2.8

Pointer shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with the registration hereunder.

6.2.9

Promptly after the Registration Statement (which covers the Pointer Shares) is ordered effective by the SEC, the Pointer shall deliver, and shall cause its legal counsel to deliver, to the transfer agent for such shares (with copies to the Seller whose shares are included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC.

6.2.10

Notwithstanding anything to the contrary herein, at any time after the Registration Statement has been declared effective by the SEC, Pointer may delay the disclosure of material non-public information concerning Pointer the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of Pointer and its counsel, in the best interest Pointer and, in the opinion of counsel to Pointer, otherwise required (a "Grace Period"); provided, that Pointer shall promptly (i) notify the Sellers in writing of the existence of a Grace Period in conformity with the provisions of this Section ‎6.2.10 (provided that in each notice Pointer will not disclose the content of such material non-public information to the Sellers) and the date on which the Grace Period will begin, and (ii) notify the Sellers in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall exceed ten (10) consecutive days and during any three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate of thirty (30) days and the first day of any Grace Period must be at least two (2) trading days after the last day of any prior Grace Period (each, an "Allowable Grace Period"). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Sellers receive the notice referred to in clause (i) and shall end on and include the later of the date the Sellers receive the notice referred to in clause (ii) and the date referred to in such notice. The provisions of Section 6.2.4 hereof shall not be applicable during the period of any Allowable Grace Period. Upon expiration of the Grace Period, Pointer shall again be bound by the first sentence of Section 6.2.4 with respect to the information giving rise thereto unless such material non-public information is no longer applicable.

6.2.11

All obligations under this Section 6 shall cease and be of no further effect on the earlier of such date that (i) each Seller may sell all of the Pointer Shares without restriction pursuant to Rule 144 (or successor thereto) under the 1933 Act or (ii) the date on which the Sellers shall have sold all the Pointer Shares.

6.3

Registration Expenses. Pointer shall be responsible for all registration expenses incurred in connection with the transactions described in this Section ‎6. Registration expenses include all expenses incident or ancillary to Pointer's performance of or compliance with this Agreement, including without limitation expenses incurred in connection with the preparation of a prospectus, filing and qualification fees, printers' and accountant fees but not including any legal fees incurred by the Sellers.

6.4

No Earlier Registration. Pointer undertakes to the Sellers that it shall not register for resale any other securities of Pointer purchased by any third parties or otherwise issued by it, prior to the filing date of the Registration Statement. For purposes of clarity, the Sellers acknowledge that Pointer may offer and sell securities under its existing shelf registration statements, on Form F-3, at any time.

6.5

Pointer Indemnity. Pointer hereby agrees to indemnify and hold harmless each Seller, and its directors, officers, employees and agents for such Seller and controlling persons (the “Indemnified Person”) (within the meaning of section 15 of the Securities Act or Section 20(a) of the Exchange Act of 1934, as amended (the “Exchange Act”)), from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees and disbursements) asserted against or incurred by any such Indemnified Person which shall be caused by (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages, liabilities and expenses shall be caused by any untrue statement or omission based upon information furnished in writing to Pointer by the Sellers or on the Sellers’ behalf for use therein. In no event shall the liability of Pointer hereunder be greater in amount than the dollar amount of the net proceeds received by the Seller upon the sale of the Pointer Shares giving rise to such indemnification obligation.

6.6

Seller Indemnity. Each Seller will indemnify and hold harmless Pointer, its directors, officers, employees, any underwriter for Pointer and each person, if any, who controls Pointer (within the meaning of section 15 of the Securities Act or Section 20(a) of the Exchange Act) or such underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with such Seller's consent) asserted against or incurred by Pointer, its directors, officers, employees, any such underwriter or any such controlling person which shall be caused by (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the prospectus (or any amendment or supplement thereto), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Seller will reimburse Pointer, its directors, officers, employees, any such underwriter and each such controlling person of Pointer or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Seller to Pointer for inclusion in the Registration Statement or such prospectus; provided, however, that the indemnity agreement contained in this Section ‎6.6 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of the Seller. In no event shall the liability of the Seller hereunder be greater in amount than the dollar amount of the net proceeds received by the Seller upon the sale of the Pointer Shares giving rise to such indemnification obligation.

Board of Directors.

The Gandyr Group shall be entitled to nominate one member to the Board of Directors of Pointer as long as they collectively hold at least 9% of the issued share capital of Pointer (the "Gandyr Director").

Should the Gandyr Group elect to exercise its right to nominate the Gandyr Director, Pointer shall promptly take all actions and adopt any resolution required in order to effectuate such nomination.

The Gandyr Group covenants to promptly notify Pointer in writing at such time that they own less than 9% of the issued share capital of Pointer.

Conditions to Closing.

8.1

The obligation of the Sellers to sell and transfer the Shagrir Shares to Pointer is subject to the fulfillment on or before the Closing, of the following conditions precedent:

8.1.1

The representations and warranties of Pointer contained in Section ‎5 shall be true and correct when made and shall be true and correct at the date of the Closing as though such representations and warranties had been made on and of the date of the Closing.

8.1.2

All deliverables to be provided to the Sellers by Pointer in accordance with Section ‎2.2.2 shall be provided in form satisfactory to Sellers.

8.2

The obligation of Pointer to provide the Shagrir Consideration to the Sellers are subject to the fulfillment on or before the Closing, of each of the following conditions precedent:

8.2.1

The representations and warranties of each of the Sellers contained in Section ‎3 shall be true and correct when made and shall be true and correct at the date of the Closing as though such representations and warranties had been made on and of the date of the Closing.

8.2.2

Pointer shall have received funding from banking institutions for payment of the Cash Consideration.

8.2.3

All deliverables to be provided to Pointer by the Sellers in accordance with Section ‎2.2.1 shall be provided in form satisfactory to Pointer.

Miscellaneous.

9.1

Entire Agreement. This Agreement constitutes the sole understanding of the parties with respect to the subject matter hereof and it supersedes any previous agreement among the parties with respect to such subject matter. No amendment, modification or alteration of the terms or provisions of this Agreement shall be binding unless the same shall be in writing and duly executed by Pointer and the Sellers. Furthermore, each party acknowledges that it has not been induced to enter into this Agreement by any representation or warranty other than the statements contained or referred to herein.

9.2

Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors of the parties hereto; provided, however, that this Agreement may not be assigned by any party without the prior written consent of the other party hereto, except for assignments by the Sellers to any corporate entity which controls, is controlled by, or is under common control with such Seller, in each case provided that such assignee agrees in writing with Pointer to be bound by the terms of this Agreement.

9.3

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.

9.4

Headings. The headings of the Sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.

9.5

No Waiver. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party hereto, will be deemed to constitute a waiver by the party taking any action of compliance with any representation, warranty or agreement contained herein. The waiver by any party hereto of any condition or of a breach of any other provision of this Agreement will not operate or be construed as a waiver of any other condition or subsequent breach. The waiver by any party of any of the conditions precedent to its obligations under the Agreement will not preclude it from seeking redress for breach of this Agreement other than with respect to the condition so waived.

9.6

No Broker. Each of the parties represents, as to itself, its subsidiaries and its affiliates, that no agent, broker, investment banker or other firm or person, is or shall be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with this Agreement.

9.7

Expenses. Each party shall bear the expenses incurred by it in connection with this Agreement.

9.8

Notices. Any notice, request, instruction or other document (each, a "notice") to be given hereunder by any party hereto to any other party hereto shall be in writing and delivered personally, sent by registered or certified mail, postage prepaid.

If to Pointer to:

14 Hamleacha Street

Park Afek, Rosh Ha'ayin

48091, Israel

Attn: Zvi Fried

e-mail: zvif@pointer.com

With a copy to:

Yigal Arnon & Co.,

1 Azrieli Center, Tel Aviv

67021, Israel

Attn. Orly Tsioni, Adv.

orly@arnon.co.il

If to the Sellers, as set forth in Schedule A attached hereto, with a copy to:

Gornitzky & Co.,

45 Rothschild Blvd, Tel Aviv

65784, Israel

Attn. Timor Belan, Adv.

timorb@gornitzky.co.il

9.9

Remedies; Severability. All remedies, either under this Agreement or by law or otherwise afforded to any of the parties, shall be cumulative and not alternative. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.

9.10

Governing Law. The Laws of the State of Israel shall govern the validity, performance and enforcement of this Agreement. The parties hereto irrevocably submit to the exclusive jurisdiction of the Courts of Tel-Aviv in respect of any dispute or matter arising out of or connected with this Agreement.

-Remainder of Page Left Blank-

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first above written.

POINTER TELOCATION LTD. By: _______________ Title: _______________ Name: _______________		GANDYR LTD. By: _______________ Title: _______________ Name: _______________
GANDYR INVESTMENTS LTD. By: _______________ Title: _______________ Name: _______________		SULAM FINANCIAL HOLDINGS LTD. By: _______________ Title: _______________ Name: _______________

SCHEDULE A

Name of Seller	Address	# of Shagrir Shares Transferred		# of Pointer Shares to be Issued		Cash Consideration in NIS		Bank Account Details
Gandyr Investments Ltd.	89 Medinat Heyedudim, Herzeliya e-mail: _____________		27,448		804,234		12,012,659
Gandyr Ltd.	89 Medinat Heyedudim, Herzeliya e-mail: _____________		1,835		53,766		803,091
Sulam Financial Holdings Ltd.	85 Medinat Heyedudim, Herzeliya e-mail: _____________		9,196		56,000		12,000,022
TOTAL			38,479		914,000		24,815,772

Exhibit ‎2.2.1.1

Board of Directors Resolutions of Each Seller

[Please provide]

Exhibit ‎2.2.1.2

SHARE TRANSFER DEED

The undersigned, Gandyr Investments Ltd., company number 510374341 (the "Transferor"), hereby transfers to Pointer Telocation Ltd., company number 520041476 (the "Transferee"), 27,448 Ordinary Shares, par value NIS 1.00 each, of Shagrir Systems Ltd., a private company incorporated under the laws of the State of Israel, company number 511767832, (the "Shares"), free and clear of all liens, charges, restrictions, claims, encumbrances or any third party rights, so that the Transferee shall hold the same in accordance with the terms upon which the Transferor held the Shares immediately prior to signature of this deed, and the Transferee agrees to receive the Shares upon the abovementioned terms.

In witness whereof we have hereunto set our hands this __________________, 2014.


Gandyr Investments Ltd.		Pointer Telocation Ltd.


Witness		Witness

SHARE TRANSFER DEED

The undersigned, Gandyr Ltd., company number 512915034 (the "Transferor"), hereby transfers to Pointer Telocation Ltd., company number 520041476 (the "Transferee"), 1,835 Ordinary Shares, par value NIS 1.00 each, of Shagrir Systems Ltd., a private company incorporated under the laws of the State of Israel, company number 511767832, (the "Shares"), free and clear of all liens, charges, restrictions, claims, encumbrances or any third party rights, so that the Transferee shall hold the same in accordance with the terms upon which the Transferor held the Shares immediately prior to signature of this deed, and the Transferee agrees to receive the Shares upon the abovementioned terms.

In witness whereof we have hereunto set our hands this __________________, 2014.


Gandyr Ltd		Pointer Telocation Ltd.


Witness		Witness

SHARE TRANSFER DEED

The undersigned, Sulam Financial Holdings Ltd., company number 510374291 (the "Transferor"), hereby transfers to Pointer Telocation Ltd., company number 520041476 (the "Transferee"), 9,196 Ordinary Shares, par value NIS 1.00 each, of Shagrir Systems Ltd., a private company incorporated under the laws of the State of Israel, company number 511767832, (the "Shares"), free and clear of all liens, charges, restrictions, claims, encumbrances or any third party rights, so that the Transferee shall hold the same in accordance with the terms upon which the Transferor held the Shares immediately prior to signature of this deed, and the Transferee agrees to receive the Shares upon the abovementioned terms.

In witness whereof we have hereunto set our hands this __________________, 2014.


Sulam Financial Holdings Ltd.		Pointer Telocation Ltd.


Witness		Witness

Exhibit ‎2.2.1.3

Form of Notice of Resignation

__________, 2014

To: Shagrir Systems Ltd.

Dear Sirs,

Re: Notice of Resignation from the Board of Directors

Notice is hereby given of my resignation, effective immediately, of my office as director in Shagrir Systems Ltd.

Sincerely,

[Name of Director]

Exhibit 2.2.1.5

Date: ____________

To:

Pointer Telocation Ltd.

Dear Sirs,

COMPLIANCE CERTIFICATE

In connection with the Share Purchase Agreement dated January __, 2014 (the "SPA") by and among Pointer Telocation Ltd. (“Pointer”) the undersigned, _____________ (the "Seller") and other sellers and pursuant to Section ‎2.2.1.5 thereto, the undersigned, the _____________ of the Seller, hereby confirms that:

The representations and warranties of the Seller set forth in Section 3 of the SPA were true, complete and correct as of the date of execution of the SPA and are true and correct as of the date hereof.

Further, the undersigned hereby declares that the Management Agreement entered into between the undersigned and Shagrir Systems Ltd., dated November 16, 2004, as amended, is hereby terminated and is null and void, and the undersigned is not entitled to any management fees.

____________________

[Name of Seller] Ltd.

Name:

Title:

Exhibit ‎2.2.2.1

Resolutions of the Board of Directors of Pointer

Exhibit ‎2.2.2.4

Date: ____________

To:

Gandyr Investments Ltd.

Gandyr Ltd.

Sulam Financial Holdings Ltd.

Dear Sirs,

COMPLIANCE CERTIFICATE

In connection with the Share Purchase Agreement dated January __, 2014 (the "SPA") by and among Pointer Telocation Ltd. (“Pointer”) Gandyr Investments Ltd., Gandyr Ltd. and Sulam Financial Holdings Ltd. (the "Sellers") and pursuant to Section ‎2.2.2.4 thereto, the undersigned, the Chief Executive Officer of Pointer, hereby confirms to the Sellers that:

The representations and warranties of Pointer set forth in Section ‎5 of the SPA were true, complete and correct as of the date of execution of the SPA and are true and correct as of the date hereof.

____________________

Pointer Telocation Ltd.

Name: David Mahlab

Title: Chief Executive Officer

POINTER TELOCATION LTD. By: _______________ Title: _______________ Name: _______________		MICHA KRAUS By: _______________ Title: _______________ Name: _______________
ILAN GOLDSTEIN By: _______________ Title: _______________ Name: _______________		YOSSI REGEV By: _______________ Title: _______________ Name: _______________

Name of Seller	Address	# of Shagrir Shares to be Transferred		# of Pointer Shares to be Issued		Cash Consideration in NIS
Micha Kraus			2,781		66,057		1,793,515
Ilan Goldstein			301		7,150		194,120
Yossi Regev			301		7,150		194,120
TOTAL			3,383		80,357		2,181,755


ESOP Management and Trust Company Ltd.		Pointer Telocation Ltd.

Tel Aviv, Israel	/s/ Kost, Forer, Gabbay & Kasierer
March 11, 2014	A Member of Ernst & Young Global