POWERFLEET, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [—], 20__ Debt SecuritiesIndenture • November 14th, 2019 • PowerFleet, Inc. • Communications equipment, nec • New York
Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2019 • PowerFleet, Inc. • Communications equipment, nec
This Agreement is made pursuant to the Investment and Transaction Agreement, dated as of March 13, 2019, by and among the Company, the Investors and the other parties signatory thereto (the “Investment Agreement”).
PowerFleet, Inc. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 14th, 2020 • PowerFleet, Inc. • Communications equipment, nec • New York
PowerFleet, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity LLC (“Canaccord”), as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2021 • PowerFleet, Inc. • Communications equipment, nec • New York
PowerFleet, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell (the “Offering”) to the several underwriters (the “Underwriters”) named in Schedule I hereto, for whom Canaccord Genuity LLC is acting as representative (the “Representative”), an aggregate of 3,850,000 shares (the “Underwritten Shares”) of the Company’s common stock, par value $0.01 (the “Common Stock”). The Company has also granted the Underwriters the option to purchase an aggregate of up to 577,500 additional shares of Common Stock (the “Additional Shares”) in the Offering. To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean the singular as the context requires.
SEVERANCE AGREEMENTSeverance Agreement • January 5th, 2022 • PowerFleet, Inc. • Communications equipment, nec • New Jersey
This SEVERANCE AGREEMENT (the “Agreement”) is made and entered into, effective as of January 5, 2022, by and between PowerFleet, Inc., a Delaware corporation (the “Company”) and Steve Towe (“Executive”).
FACILITIES Agreement Dated 7 MARCH, 2024 USD85,000,000 TERM Loan Facilities for POWERFLEET, Inc arranged by FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (as mandated lead arranger) CONTENTSFacilities Agreement • March 12th, 2024 • PowerFleet, Inc. • Communications equipment, nec
POWERFLEET, INC. STOCK OPTION INDUCEMENT AWARD AGREEMENTStock Option Inducement Award Agreement • August 10th, 2023 • PowerFleet, Inc. • Communications equipment, nec • Delaware
THIS STOCK OPTION INDUCEMENT AWARD AGREEMENT (the “Grant Agreement”) is made and entered into by and between PowerFleet, Inc., a Delaware Corporation (the “Company”) and the following individual:
Dated 19 August, 2019, as amended and restated on 18 March, 2024 Amended and Restated Credit Agreement between Powerfleet Israel Ltd. and Pointer Telocation Ltd. as Borrowers Bank Hapoalim B.M. as LenderCredit Agreement • March 22nd, 2024 • PowerFleet, Inc. • Communications equipment, nec
SUBSCRIPTION AGREEMENTSubscription Agreement • September 18th, 2024 • Powerfleet, Inc. • Communications equipment, nec • New York
THIS SUBSCRIPTION AGREEMENT, dated September 18, 2024 (this “Agreement”), is being entered into by and between Powerfleet, Inc., a Delaware corporation (the “Company”), and the purchasers whose name and address is set forth on the signature page hereof (each, a “Purchaser” and collectively, the “Purchasers”), in connection with the Transaction (as defined below) pursuant to the Share Purchase Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”) by and among the Company, Powerfleet Canada Holdings Inc. (“Powerfleet SPV”), Golden Eagle Topco LP, and the persons that are party thereto under the heading “Other Sellers” (the “Other Sellers”) pursuant to which the Company will directly acquire all of the issued and outstanding shares of common stock of Golden Eagle Holdings, Inc. and indirectly acquire, through Powerfleet SPV, all of the issued and outstanding common shares in the capital of Golden Eagle
AMENDMENT NO. 3 TO THEInvestment and Transaction Agreement • October 3rd, 2019 • PowerFleet, Inc. • Communications equipment, nec • Delaware
This AMENDMENT NO. 3 (this “Amendment No. 3”), dated as of October 3, 2019, to that certain Investment and Transaction Agreement, dated as of March 13, 2019 (as subsequently amended by that certain Amendment No. 1, dated as of May 16, 2019, and that certain Amendment No. 2, dated as of June 27, 2019, and as may be further amended, supplemented or modified from time to time in accordance with the terms thereof, the “Investment Agreement”), by and among I.D. Systems, Inc., a Delaware corporation (the “Company”), PowerFleet, Inc., a Delaware corporation and, as of the date hereof, a wholly-owned subsidiary of the Company (“Parent”), PowerFleet US Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of Parent, and the investors set forth on Schedule I, annexed thereto, as such Schedule may be amended from time to time in accordance with the terms of the Investment Agreement. Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in
Facility AgreementFacility Agreement • October 2nd, 2024 • Powerfleet, Inc. • Communications equipment, nec
SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 18th, 2024 • Powerfleet, Inc. • Communications equipment, nec • Ontario
Share Purchase Agreement dated September 18, 2024 among Golden Eagle Topco, LP, a limited partnership formed under the laws of the Province of Ontario (“Golden Eagle LP”), the Persons that are party hereto under the heading “Other Sellers” (the “Other Sellers”, together with Golden Eagle LP, the “Sellers”), Powerfleet, Inc., a corporation formed under the laws of the state of Delaware (“Powerfleet”) and Powerfleet Canada Holdings Inc., a corporation formed under the laws of the Province of Ontario (“Canadian SPV” and, together with Powerfleet, the “Purchaser Entities”);
AMENDING AGREEMENT NO. 1 (SHARE PURCHASE AGREEMENT)Share Purchase Agreement • October 2nd, 2024 • Powerfleet, Inc. • Communications equipment, nec • Ontario
THIS AMENDING AGREEMENT NO. 1 (SHARE PURCHASE AGREEMENT) (this “Amending Agreement”) is made effective as of the 1st day of October, 2024 (the “Effective Date”).
TERMINATION OF EMPLOYMENT BY MUTUAL CONSENTTermination of Employment by Mutual Consent • December 12th, 2019 • PowerFleet, Inc. • Communications equipment, nec
This Termination of Employment by Mutual Consent Agreement (this “Agreement”) is made on December 11, 2019 by and among Mr. David Mahlab, ID number 054141064 (the “Executive”), Pointer Telocation Ltd. (“Pointer”) and its ultimate parent company PowerFleet, Inc. (“PowerFleet”, and collectively with Pointer and all subsidiaries and parent companies of such entities, the “Group”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 24th, 2019 • PowerFleet, Inc. • Delaware
This INDEMNIFICATION AGREEMENT, is made and entered into, effective as of [●], 2019, by and between PowerFleet, Inc., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”).
AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • September 15th, 2023 • PowerFleet, Inc. • Communications equipment, nec
THIS AMENDMENT TO SEVERANCE AGREEMENT (this “Amendment”) is made and entered into effective as of September 11, 2023 (the “Amendment Effective Date”), by and between PowerFleet, Inc., a Delaware corporation (the “Company”), and Steve Towe (“Executive” and, together with the Company, the “Parties”).
Amendment to the Credit AgreementCredit Agreement • November 10th, 2021 • PowerFleet, Inc. • Communications equipment, nec
This Amendment to the Credit Agreement, as defined below (the “Amendment”) is made and entered into as of 7 January 2020, by and among, Powerfleet Israel Holding Company Ltd., Pointer Telocation Ltd. (the “Borrowers”) and Bank Hapoalim B.M. (the “Lender”).
Translated from Hebrew] PERSONAL EMPLOYMENT AGREEMENT Entered into and executed in Rosh HaAyin on 28 of September 2022Personal Employment Agreement • November 8th, 2022 • PowerFleet, Inc. • Communications equipment, nec
WHEREAS The Company wishes to employ the Employee in the Position of Chief Operations Officer of PowerFleet (hereinafter: the “Position”);
Amendment No. 3 to the Credit AgreementCredit Agreement • November 3rd, 2022 • PowerFleet, Inc. • Communications equipment, nec
This Amendment to the Credit Agreement, as defined below (the “Amendment”) is made and entered into as of October 31, 2022, by and among, Powerfleet Israel Ltd. (registration no. 51-598400-3), Pointer Telocation Ltd. (registration no. 52-004147-6) (collectively, the “Borrowers”) and Bank Hapoalim B.M. (the “Lender”).
AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • June 1st, 2020 • PowerFleet, Inc. • Communications equipment, nec
THIS AMENDMENT TO SEVERANCE AGREEMENT (this “Amendment”) is made and entered into effective as of May 28, 2020 (the “Amendment Effective Date”), by and between PowerFleet, Inc., a Delaware corporation (the “Company”), and Chris Wolfe (“Executive” and, together with the Company, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 2nd, 2024 • Powerfleet, Inc. • Communications equipment, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 1, 2024 (the “Agreement Date”), by and between Powerfleet, Inc., a Delaware corporation (the “Company”), and Ontario Teachers’ Pension Plan Board (the “Investor”).
PREFERRED STOCK REDEMPTION RIGHT AGREEMENTPreferred Stock Redemption Right Agreement • June 11th, 2021 • PowerFleet, Inc. • Communications equipment, nec • Delaware
This PREFERRED STOCK REDEMPTION RIGHT AGREEMENT (this “Agreement”) is entered into as of June 9, 2021 (the “Execution Date”), by and among PowerFleet, Inc., a Delaware corporation (the “Corporation”), on the one hand, and ABRY Senior Equity V, L.P., a Delaware limited partnership (“ASE”), ABRY Senior Equity Co-Investment Fund V, L.P., a Delaware limited partnership (“ASECF”), and ABRY Investment Partnership, L.P., a Delaware limited partnership (“AIP” and, collectively with ASE and ASECF, the “Investors” and each of them, an “Investor”), on the other hand. The Corporation and Investors may be collectively referred to herein as the “Parties” and each may be referred to individually as a “Party.” Capitalized terms used in this Agreement and not otherwise defined above or in the text below have the meanings given to them in Section 22.
AMENDMENT NO. 4 TO THEInvestment and Transaction Agreement • May 14th, 2020 • PowerFleet, Inc. • Communications equipment, nec • Delaware
This AMENDMENT NO. 4 (this “Amendment No. 4”), dated as of May 13, 2020, to that certain Investment and Transaction Agreement, dated as of March 13, 2019 (as subsequently amended by that certain Amendment No. 1, dated as of May 16, 2019, that certain Amendment No. 2, dated as of June 27, 2019, and that certain Amendment No. 3, dated as of October 3, 2019, and as may be further amended, supplemented or modified from time to time in accordance with the terms thereof, the “Investment Agreement”), by and among I.D. Systems, Inc., a Delaware corporation (the “Company”), PowerFleet, Inc., a Delaware corporation (“Parent”), and the investors set forth on Schedule I, annexed thereto, as such Schedule may be amended from time to time in accordance with the terms of the Investment Agreement. Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Investment Agreement.
Powerfleet, Inc. EMPLOYEE COVENANTS AGREEMENTEmployee Covenants Agreement • May 9th, 2024 • Powerfleet, Inc. • Communications equipment, nec
THIS AGREEMENT is made and entered into this 11th day of November 2022 by and between POWERFLEET, INC. (“Powerfleet, Inc.”) and David Wilson (“Employee”).
IMPLEMENTATION AGREEMENT BY AND AMONG POWERFLEET, INC., MAIN STREET 2000 PROPRIETARY LIMITED, and MIX TELEMATICS LIMITED OCTOBER 10, 2023Implementation Agreement • October 10th, 2023 • PowerFleet, Inc. • Communications equipment, nec • Delaware
THIS IMPLEMENTATION AGREEMENT (this “Agreement”), dated as of October 10, 2023, is entered into by and among PowerFleet, Inc., a Delaware corporation (“Parent”), Main Street 2000 Proprietary Limited, a private company incorporated in the Republic of South Africa and a wholly-owned subsidiary of Parent (“Merger Sub”), and MiX Telematics Limited, a public company incorporated under the laws of the Republic of South Africa (the “Company”). Capitalized terms used in this Agreement and not otherwise defined above or in the text below have the meanings given to them in Section 1.01.
Amendment No. 2 to the Credit AgreementCredit Agreement • August 25th, 2021 • PowerFleet, Inc. • Communications equipment, nec
This Amendment to the Credit Agreement, as defined below (the “Amendment”) is made and entered into as of August 1, 2021, by and among, Powerfleet Israel Ltd. (registration no. 51-598400-3), Pointer Telocation Ltd. (registration no. 52-004147-6) (collectively, the “Borrowers”) and Bank Hapoalim B.M. (the “Lender”).
AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • June 1st, 2020 • PowerFleet, Inc. • Communications equipment, nec
THIS AMENDMENT TO SEVERANCE AGREEMENT (this “Amendment”) is made and entered into effective as of May 28, 2020 (the “Amendment Effective Date”), by and between PowerFleet, Inc., a Delaware corporation (the “Company”), and Ned Mavrommatis (“Executive” and, together with the Company, the “Parties”).
