EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into as of the ___th day of January, 2002 (the "Effective Date") between I.D. Systems, Inc., a Delaware corporation (the "Company"), and...Registration Rights Agreement • February 5th, 2002 • Id Systems Inc • Delaware
WARRANTWarrant Agreement • February 5th, 2002 • Id Systems Inc • Texas
SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (the "Agreement") is made as of this day of January, 2002, by and among I.D. SYSTEMS, INC., a Delaware corporation (the "Company"), and ___________________________ (the "Investor"). W I T N E S S E T...Subscription Agreement • February 5th, 2002 • Id Systems Inc • Delaware
AND [TRUSTEE], Trustee INDENTURE Dated as of [—], 20__ Debt SecuritiesIndenture • May 12th, 2017 • Id Systems 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;
EXHIBIT 10.4 STANDARD FORM OF OFFICE LEASE THE REAL ESTATE BOARD OF NEW YORK, INC. AGREEMENT OF LEASE, made as of this 30th day of September, 1997, between Tov LLC party of the first part, hereinafter referred to as OWNER, and I.D. Systems, Inc. (a...Office Lease • April 23rd, 1999 • Id Systems Inc • New York
EXHIBIT 1.1 2,000,000 SHARES OF COMMON STOCK I.D. SYSTEMS, INC. UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • April 23rd, 1999 • Id Systems Inc • New York
Exhibit 4.4 LOAN AGREEMENT Wachovia Bank, National Association 190 River Road Summit, New Jersey 07901 (Hereinafter referred to as the "Bank") I.D. Systems, Inc. One University Plaza Hackensack, New Jersey 07601 (Individually and collectively...Loan Agreement • March 7th, 2006 • Id Systems Inc • Services-business services, nec
UNDERWRITING AGREEMENTUnderwriting Agreement • July 12th, 2017 • Id Systems Inc • Communications equipment, nec • New York
ANDRepresentative's Warrant Agreement • June 28th, 1999 • Id Systems Inc • New York
Exhibit 10.5 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT dated as of June 1, 1999, between I.D. Systems, Inc. a Delaware corporation (the "COMPANY"), and Michael L. Ehrman ("EMPLOYEE"). W I T N E S S E T H : WHEREAS, Employee has been employed...Employment Agreement • June 8th, 1999 • Id Systems Inc • New York
Exhibit 10.9 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT dated as of _______ ___, 1999, between I.D. SYSTEMS, INC., a Delaware corporation with its principal office located at 90 WILLIAM STREET, SUITE 402, NEW YORK, NEW YORK 10038 (the...Indemnification Agreement • June 8th, 1999 • Id Systems Inc • New York
RIGHTS AGREEMENT I.D. SYSTEMS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, As Rights Agent Dated as of July 1, 2009Rights Agreement • July 8th, 2009 • Id Systems Inc • Communications equipment, nec • Delaware
Until the close of business on the earlier of (i) the tenth day after the first date of a public announcement that a person (other than an Exempted Entity (as defined below) or Grandfathered Stockholder (as defined below)) or group of affiliated or associated persons becomes an Acquiring Person (as defined below) or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the date of commencement of, or the first public announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in a person (other than an Exempted Entity) or group of affiliated or associated persons becoming an Acquiring Person (the earlier of such dates being herein referred to as the “Distribution Date”), the Rights will be evidenced by the shares of Common Stock represented by certificates for Common Stoc
I.D. SYSTEMS, INC. and _______________________________, as Trustee INDENTURE Dated as of ___________, 20__ Providing for the Issuance of Debt Securities CROSS-REFERENCE TABLE*Indenture • April 1st, 2013 • Id Systems Inc • Communications equipment, nec • New York
THIS INDENTURE, between I.D. Systems, Inc., a Delaware corporation (hereinafter called the “Company”) having its principal office at 123 Tice Boulevard, Woodcliff Lake, New Jersey 07677, and, [ ], a [ ] as trustee (hereinafter called the “Trustee”), is made and entered into as of this [ ] day of [ ], 20[ ].
SECURITY AGREEMENT January 2, 2003 I.D. Systems, Inc. One University Plaza Hackensack, New Jersey 07601 (Individually and collectively "Debtor") Wachovia Bank, National Association 190 River Road Summit, New Jersey 07901 (Hereinafter referred to as...Security Agreement • March 7th, 2006 • Id Systems Inc • Services-business services, nec
For value received and to secure payment and performance of any and all obligations of Debtor (also referred to herein as "Borrower") to Bank however created, arising or evidenced, whether direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, and whether or not evidenced by a Loan Document, including swap agreements (as defined in 11 U.S.C. ss 101), future advances, and all costs and expenses incurred by Bank to obtain, preserve, perfect and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest (collectively, "Obligations"), Debtor hereby grants to Bank a continuing security interest in and lien upon the following described property, whether now owned or hereafter acquired, and any additions, replacements, accessions, or substitutions thereof and all cash and non-cash proceeds and products thereof (collectively, "Collateral"):
Exhibit 4.9 Wachovia Bank, N.A. Business Banking NJ1927 95 Route 17 South 2nd Floor Paramus, NJ 07652 Fax 201 226-2999 January 25, 2006 [WACHOVIA LOGO OMITTED] [WACHOVIA LOGO OMITTED] Mr. Ned Mavrommatis, CFO I D Systems Inc One University Plaza...Loan Agreement • March 7th, 2006 • Id Systems Inc • Services-business services, nec
SEVERANCE AGREEMENTSeverance Agreement • August 21st, 2018 • Id Systems Inc • Communications equipment, nec • New Jersey
This SEVERANCE AGREEMENT (the “Agreement”) is made this 20th day of August, 2018, by and between I.D. Systems, Inc., a Delaware corporation (the “Company”) and Chris Wolfe (“Executive”).
2,750,000 SHARES COMMON STOCK UNDERWRITING AGREEMENT MARCH 9, 2006Underwriting Agreement • March 10th, 2006 • Id Systems Inc • Services-business services, nec • New York
The Company (i) has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-131489) and (ii) has prepared, and will file with the Commission promptly after execution and delivery of this Agreement in accordance with Rule 424(b) and Rule 430A under the Securities Act (as defined below), a prospectus relating to the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and any information incorporated by reference therein or deemed to be a part thereof (pursuant to Rule 430A under the Securities Act or otherwise) is called the “Registration Statement.” If any registration statement is filed pursuant to Rule 462(b) under the Securities Act, the term “Re
AGREEMENT AND PLAN OF MERGER BY AND AMONG POWERFLEET, INC., POWERFLEET ISRAEL HOLDING COMPANY LTD., POINTER TELOCATION LTD. and POWERFLEET ISRAEL ACQUISITION COMPANY LTD. MARCH 13, 2019Merger Agreement • March 15th, 2019 • Id Systems Inc • Communications equipment, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 13, 2019, is entered into by and among PowerFleet, Inc., a Delaware corporation (“Parent”), Powerfleet Israel Holding Company Ltd., a private company limited by shares formed under the laws of the State of Israel and a wholly-owned subsidiary of Parent (“Holdco”), Powerfleet Israel Acquisition Company Ltd., a private company limited by shares formed under the laws of the State of Israel and a wholly-owned subsidiary of Holdco (“Merger Sub”), I.D. Systems, Inc., a Delaware corporation (“Infiniti”), and Pointer Telocation Ltd., a public company limited by shares formed under the laws of the State of Israel (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.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 15th, 2019 • Id Systems Inc • Communications equipment, nec • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of March 13, 2019, is entered into by and among DBSI Investments Ltd., an Israeli company (“Shareholder”), in its capacity as a shareholder of Pointer Telocation Ltd., a public company limited by shares formed under the laws of the State of Israel (the “Company”), the Company, I.D. Systems, Inc., a Delaware corporation (“Infiniti”) and ABRY Senior Equity V, L.P., a Delaware limited partnership, and ABRY Senior Equity Co-Investment Fund V, L.P., a Delaware limited partnership (collectively, “Audi”). Shareholder, the Company, Infiniti and Audi are referred to herein together as the “Parties” and each as a “Party.” Capitalized terms used herein but not otherwise defined herein have the meanings assigned to such terms in the Merger Agreement (as defined below).
INDEMNITY AGREEMENTIndemnification Agreement • September 13th, 2018 • Id Systems Inc • Communications equipment, nec • Delaware
WHEREAS, Section 145(e) of the General Corporation Law of the State of Delaware (the “DGCL”), the Restated Certificate of Incorporation, as amended, of the Corporation (the “Certification of Incorporation”) and the Restated By-Laws, as amended, of the Corporation (the “Bylaws”) require the Corporation to pay all expenses, including attorney’s fees of directors and officers of the Corporation, including the Indemnified Party, incurred in defending any civil, criminal, administrative or investigative action, suit, proceeding, investigation, inquiry or hearing (“Proceeding”) in advance of the final disposition of such Proceeding;
Dated 19 August, 2019 Credit AgreementCredit Agreement • August 23rd, 2019 • Id Systems Inc • Communications equipment, nec
AMENDMENT NO. 2 TO THEInvestment and Transaction Agreement • June 27th, 2019 • Id Systems Inc • Communications equipment, nec • Delaware
This AMENDMENT NO. 2 (this “Amendment No. 2”), dated as of June 27, 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 as may be further amended, supplemented or modified from time to time in accordance with the terms of the Investment Agreement, 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 the Investment Agreement.
AMENDMENT NO. 3 TO THEInvestment and Transaction Agreement • October 3rd, 2019 • Id Systems 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
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 15th, 2019 • Id Systems Inc • Communications equipment, nec • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of March 13, 2019, is entered into by and among each of the undersigned stockholders (collectively, “Stockholder”), in their capacities as stockholders of I.D. Systems, Inc., a Delaware corporation (the “Company”), the Company, ABRY Senior Equity V, L.P., a Delaware limited partnership, and ABRY Senior Equity Co-Investment Fund V, L.P., a Delaware limited partnership (collectively, “Audi”), and Pointer Telocation Ltd., a public company limited by shares formed under the laws of the State of Israel (“Porsche”). Stockholder, the Company, Audi and Porsche are referred to herein together as the “Parties” and each as a “Party.” Capitalized terms used herein but not otherwise defined herein have the meanings assigned to such terms in the Investment Agreement (as defined below).
Exhibit 10.9 On November 4, 1999, the Company entered into a lease, as tenant, with Venture Hackensack Holding, Inc., as landlord, for approximately 22,500 square feet of office space located at One University Plaza, Hackensack, New Jersey. The lease...Lease Agreement • April 24th, 2000 • Id Systems Inc
PURCHASE AGREEMENTPurchase Agreement • August 23rd, 2011 • Id Systems Inc • Communications equipment, nec • New Jersey
These Disclosure Schedules are made and given by I.D. Systems, Inc., a Delaware corporation (the “Company”), pursuant to Article IV of that certain Purchase Agreement (the “Agreement”), dated as of August 22, 2011, by and between the Company and Avis Budget Group, Inc., a Delaware corporation (“Avis”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed thereto in the Agreement.
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • November 14th, 2013 • Id Systems Inc • Communications equipment, nec • New Jersey
THIS SEPARATION AND GENERAL RELEASE AGREEMENT (this “Agreement”) is entered into between Darryl Miller, an individual with an address at 7625 Blackhall, The Colony, Texas 75056 (“Employee”), and I.D. Systems, Inc., with a headquarters address 123 Tice Boulevard, Suite 101, Woodcliff Lake, NJ 07677 (“Company” and, together with its parent, divisions, affiliates, and subsidiaries and their respective officers, directors, employees, shareholders, members, partners, plan administrators, attorneys, and agents, as well as any predecessors, future successors or assigns or estates of any of the foregoing, the “Released Parties”).
RECITALSMaster Equipment Purchase Agreement • June 8th, 1999 • Id Systems Inc • Tennessee
STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • July 22nd, 2014 • Id Systems Inc • Communications equipment, nec • Delaware
THIS STOCK OPTION GRANT AGREEMENT (the “Grant Agreement”) is made and entered into by and between I.D. Systems, Inc., a Delaware Corporation (the “Company”) and the following individual:
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 19th, 2018 • Id Systems Inc • Communications equipment, nec • New York
This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this “Amendment”) is effective as of August 1, 2018, by and among I.D. Systems, Inc., a Delaware corporation (“IDSY”), Keytroller, LLC, a Delaware limited liability company (the “Purchaser”), Sparkey, LLC, a Florida limited liability company (f/k/a Keytroller, LLC) (the “Seller”) and the Principals.
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • December 19th, 2016 • Id Systems Inc • Communications equipment, nec • New Jersey
This Separation and General Release Agreement (the “Agreement”) is entered into between Norman Ellis with an address at 3061 Silent Wind Way, Henderson, NV 89052 (the “Employee”) and I.D. Systems, Inc. (“ID Systems”), together with its parent, divisions, affiliates, and subsidiaries and their respective officers, directors, employees, shareholders, members, partners, plan administrators, attorneys, and agents, as well as any predecessors, future successors or assigns or estates of any of the foregoing with an address at 123 Tice Boulevard, Woodcliff Lake, NJ 07677 (the “Released Parties”).
LOAN AND SECURITY AGREEMENT Dated as of December 18, 2015 among Siena Lending Group LLC, as Lender, I.D. Systems, Inc. and Asset Intelligence, llc, as Borrowers, and THE OTHER LOAN PARTY OBLIGORS HERETO FROM TIME TO TIME as Loan Party ObligorsLoan and Security Agreement • December 23rd, 2015 • Id Systems Inc • Communications equipment, nec • New York
This Loan and Security Agreement (as it may be amended, restated or otherwise modified from time to time, this “Agreement”) is entered into on December 18, 2015 among (1) SIENA LENDING GROUP LLC, together with its successors and assigns (“Lender”), (2) I.D. SYSTEMS, INC., a Delaware corporation, and ASSET INTELLIGENCE, LLC, a Delaware limited liability company (collectively and individually, and jointly and severally, “Borrower” or “Borrowers”), and (3) the other Loan Party Obligors party hereto from time to time, as Loan Party Obligors (as defined herein). The Schedules and Exhibits to this Agreement are an integral part of this Agreement and are incorporated herein by reference. Terms used, but not defined elsewhere, in this Agreement are defined in Schedule B.
AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • August 14th, 2013 • Id Systems Inc • Communications equipment, nec • New Jersey
THIS AMENDMENT TO SEVERANCE AGREEMENT (“Amendment”) is made as of the 20th day of June, 2013, by and between I.D. Systems, Inc., a Delaware corporation (the “Company”), and Kenneth Ehrman (“Executive”).
ASSET PURCHASE AGREEMENT BY AND AMONG I.D. SYSTEMS, INC.,Asset Purchase Agreement • July 12th, 2017 • Id Systems Inc • Communications equipment, nec • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 11, 2017, is made by and among I.D. Systems, Inc., a Delaware corporation (“IDSY”), Keytroller, LLC, a Delaware limited liability company (the “Purchaser”), Keytroller, LLC, a Florida limited liability company (the “Seller”), and the Principals (as defined below).
TICE BUILDING OFFICE LEASE AGREEMENT BY AND BETWEEN IPC NEW YORK PROPERTIES, LLC, A DELAWARE LIMITED LIABILITY COMPANY (AS “LANDLORD”) AND I.D. SYSTEMS, INC., A DELAWARE CORPORATION (AS “TENANT”) DATED: MAY 10, 2010Office Lease Agreement • May 17th, 2010 • Id Systems Inc • Communications equipment, nec
THIS OFFICE LEASE AGREEMENT (“Lease”) is entered into and made this 10th day of MAY 2010, by and between IPC NEW YORK PROPERTIES, LLC, a Delaware limited liability company (“Landlord”), and I.D. SYSTEMS, INC., a Delaware corporation (“Tenant”).
