AGREEMENT AND PLAN OF MERGER BY AND AMONG POWERFLEET, INC., POWERFLEET ISRAEL HOLDING COMPANY LTD., I.D. SYSTEMS, INC., POINTER TELOCATION LTD. and POWERFLEET ISRAEL ACQUISITION COMPANY LTD. MARCH 13, 2019Merger Agreement • March 15th, 2019 • Pointer Telocation LTD • Radio & tv broadcasting & communications equipment • 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.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 11th, 2014 • Pointer Telocation LTD • Radio & tv broadcasting & communications equipment
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").
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 15th, 2019 • Pointer Telocation LTD • Radio & tv broadcasting & communications equipment • 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).
Subscription AgreementSubscription Agreement • March 19th, 2013 • Pointer Telocation LTD • Radio & tv broadcasting & communications equipment
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
THIS AGREEMENT, made and entered into as of this 25 day of April, 2004 by and among Nexus Telocation Systems Ltd. a public company incorporated under the laws of the State of Israel whose registration number with the Registrar of Companies is 52-004147-6 (the “Buyer”), and shareholders of Pointer (Eden Telecom Group SP.) Ltd., a private company incorporated under the laws of the State of Israel whose registration number with the Registrar of Companies is 51-176783-2 (the “Company”), as listed in Annex A (collectively the “Sellers”). All references to the term “Sellers” shall include each of the Sellers, severally and not jointly.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
This Registration Rights Agreement (the “Agreement”) made as of the 15th day of November 2004, by and among Nexus Telocation Systems Ltd., (hereinafter “Nexus” or “Company ” ), a company organized under the laws of the State of Israel, with offices at 1 Korazin Street, Givatayim, Israel, Gandyr Investments 2004 Ltd. a company organized under the laws of the State of Israel, with offices at 85 Medinat Hayehudim Street, Herzeliya (“Gandyr”), Govli Ltd. a company organized under the laws of the State of Israel, with offices at 31 Halechi Street, Bnei Brak and Sulam Financial Holdings Ltd. a company organized under the laws of the State of Israel, with offices at 85 Medinat Hayehudim Street, Herzeliya (“Sulam” and jointly with Gandyr and Govli “Purchasers” and each of them “Purchaser”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 27th, 2014 • Pointer Telocation LTD • Radio & tv broadcasting & communications equipment
Jacitara, Josué, Roseli, Therezinha, Cyro and Buonny are hereinafter jointly referred to as “Seller’s Officers and Quotaholders”; and
MANUFACTURING AND PURCHASE AGREEMENT Between and NEXUS TELOCATION SYSTEMS LTD., NEXUSDATA (1993) LTD. and NEXUSDATA, INC. (“NEXUS”)Manufacturing Agreement • June 30th, 2003 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
NEXUS agrees to order from AMS, and AMS agrees to manufacture and supply to NEXUS over a thirty-six month period not less than $36 million of products developed by NEXUS for vehicle location and automated meter reading and described on attached Appendices 1 and 2, as updated in writing by the parties from time to time (the “Products”) all in accordance with NEXUS’s Specifications and Quality Requirements, and AMS shall deliver the finished Products exclusively to Nexus and to the NEXUS Customers in accordance with the terms of this Agreement, all the foregoing subject to the terms and conditions set out herein. The purchasing of customized items, components, manufacture, sale and purchase of the finished Products will be governed by the terms and conditions of this Agreement. Unless otherwise agreed to by the Parties, AMS will provide all manufacturing technology, equipment, labor, materials and facilities necessary to perform its obligations hereunder.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
This Share Purchase Agreement (this “Agreement”) is made and entered into effective as of November 16, 2004 by and between Nexus Telocation Systems Ltd., (hereinafter “Nexus”), a company organized under the laws of the State of Israel, with offices at 1 Korazin Street, Givatayim, Israel, and Egged Holdings Ltd. , a company organized under the laws of the State of Israel, with offices at 142 Menachem Begin St. Tel Aviv Israel (hereinafter the “Purchaser”) (each a “Party” and, together, the “Parties”).
ENGLISH SUMMARY OF THE LEASE AGREEMENT (ORIGINAL LANGUAGE – HEBREW) BY AND BETWEEN POINTER (EDEN TELECOM GROUP) LTD. AND MENASHEH MASHIACH, TZION MASHIACH AND ELIAHU MASHIACH Dated July 24, 2002 (the “Agreement”)Lease Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
Term: Premises: Landlord: Tenant: Lease Payments (Monthly): Term Extensions: Termination Provisions: July 14, 2002 - July 13, 2005 ("Term"). The Term may be shortened by the Tenant (as defined below) upon six months written notice. 51 Ben-Tzion Galis St., First Floor, Petach Tikvah, Israel, at Block 6354, Plot 58 (the "Property") Menasheh Mashiach, Tzion Mashiach and Eliahu Mashiach (together, the "Landlord"). Pointer (Eden Telecom Group) Ltd. An amount in NIS equal to $4,250. The Tenant shall have the right to extend the rental period for an additional four-year period ("Extended Term"), upon six months written notice prior to the end of the Term. The Extended Term may not be shortened. Both parties shall have the right to terminate the Agreement by giving six months advanced notice.
To: March 12, 2003Manufacturing Agreement • June 30th, 2003 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
In connection with the Manufacturing and Purchase Agreement entered into between AMS Electronics Ltd. (“AMS”), Nexus Telocation Systems Ltd. (“Nexus Telocation”) and Nexus Data Inc. and Nexus Data (1993) Ltd. (collectively, “Nexus Data”), dated January 15, 2002 (the “Original Manufacturing Agreement”; capitalized terms used herein and not specifically otherwise defined shall have the meaning ascribed to them in the Original Manufacturing Agreement); and , and further to our correspondence to this matter we would like to put in writing our understanding regarding the changes and amendments to the Original Manufacturing Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • December 8th, 2011 • Pointer Telocation LTD • Radio & tv broadcasting & communications equipment
This confirms the agreement by and among the undersigned that the Statement on Amendment No. 12 to Schedule 13D (the "Statement"), filed on or about this date with respect to the beneficial ownership by the undersigned of the Ordinary Shares, NIS 3.00 par value per share (the “Ordinary Shares”), of Pointer Telocation Ltd., is being filed on behalf of each of the undersigned.
ENGLISH SUMMARY OF THE MANAGEMENT AGREEMENT (ORIGINAL LANGUAGE – HEBREW) BY AND AMONG POINTER (EDEN TELECOM GROUP) LTD. GANDYR INVESTMENTS LTD. GOVLI LTD. SULAM FINANCIAL HOLDINGS LTD. AND EGGED HOLDINGS LTD. Dated November 16, 2004 (the “Agreement”)Management Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
Description: Services: Effective Date: Term: Consideration (annual): Termination Provisions: Management Agreement pursuant to which Egged Holdings Ltd., Gandyr Investments Ltd., Govli Ltd., Sulam Financial Holdings Ltd. and Egged Holdings Ltd. (together, the "Investors") shall provide certain management services to Pointer (Eden Telecom Group) Ltd. ("Pointer"). The services to be provided by the Investors include: assisting Pointer in raising capital, participating in management meetings, consulting Pointer with respect to its long term and short term business plan, advancing and developing Pointer's business and assisting Pointer in its negotiations with potential investors. Commencing 24 months after the consummation of the transaction pursuant to which Pointer shall purchase certain activities and assets of Shagrir Towing Services Ltd. and its subsidiary, Shagrir (1985) Ltd., that is, March 1, 2007. Unspecified.
SHARE PURCHASE AGREEMENT Entered into in Herzeliya on December 5, 2011Share Purchase Agreement • December 8th, 2011 • Pointer Telocation LTD • Radio & tv broadcasting & communications equipment
The undersigned, D.B.S.I Investments Ltd. (the “Purchaser”) hereby approaches you further to a Share Purchase Agreement, for purchase of shares outside the market, entered into between the Purchaser and Zvi Fried, pursuant to which Zvi Fried shall sell to the Purchaser 22,951 Ordinary Shares, par value NIS 3.00 each (the “Purchased Shares”) of Pointer Telocation Ltd. (“Pointer”) at a price per share of $4.00.
ENGLISH SUMMARY OF THE OPERATIONS PURCHASE AGREEMENT (ORIGINAL LANGUAGE- HEBREW) BY AND AMONG SHAGRIR SYSTEMS LTD. AND AND SHIMON BARZILAY Dated October 11, 2011 (the "Agreement")* *As amended by an amendment dated January 1, 2012Operations Purchase Agreement • March 29th, 2012 • Pointer Telocation LTD • Radio & tv broadcasting & communications equipment
Description: Purchase Agreement pursuant to which Shagrir Systems Ltd. (the "Purchaser") will purchase the operations and property of K.S. Operation Centers for Vehicles Ltd. ("KS") and Shimon Barzilay (the "Owner" and together with KS, the "Sellers"). The Sellers own and operate bodywork garages. Consideration: NIS 12,000,000 (the "Consideration"). At closing, NIS 9,000,000 shall be paid to KS, and NIS 3,000,000 shall be paid directly to the Owner in consideration for goodwill. Commercial Terms The Purchaser shall acquire the Sellers' three (3) garages, including fixed assets, intellectual property, goodwill, agreements, inventory, materials, and applicable licenses and permits, and shall assume substantially all of the liabilities of KS (collectively, the "Assets"). The Purchaser shall also obtain the right to repayment of loans extended to certain KS employees in an aggregate amount of NIS 104,189.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 27th, 2017 • Pointer Telocation LTD • Radio & tv broadcasting & communications equipment
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, each of the Parties hereby agrees as follows:
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 30th, 2003 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
This Share Purchase Agreement (this “Agreement”) is made and entered into effective as of March 13, 2003 by and between Nexus Telocation Systems Ltd. (hereinafter “Nexus”), a company organized under the laws of the State of Israel, with offices at 1 Korazin Street, Givatayim, Israel, and each of the persons and entities whose names and addresses are set forth in Exhibit A attached hereto and who are signatories hereto (each of them, a “Purchaser”, and, severally and not jointly, the “Purchasers”). Additional purchasers may join this Share Purchase Agreement during a period of six (6) months following the Closing (as defined below) subject to the approval of the Lead Purchaser (as defined below) by executing a joinder letter in the form attached hereto as Exhibit B (each an “Additional Purchaser” and collectively, the “Additional Purchasers”) and upon execution thereof each Additional Purchaser shall be deemed a “Purchaser” hereunder; and the names and details of the Additional Purchase
ENGLISH SUMMARY OF THE ASSET PURCHASE AGREEMENT (ORIGINAL LANGUAGE – HEBREW) BY AND AMONG SHAGRIR TOWING SERVICES LTD., SHAGRIR (1985) LTD. AND POINTER (EDEN TELECOM GROUP) LTD. Dated January 3, 2005 (the “Agreement”)Asset Purchase Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
Description: Activities and Assets Purchased by Pointer: Consideration: NIS 40 Million Loan Security on the NIS 40 Million Loan Warrant to Purchase 25,000,000 Ordinary Shares of Nexus Telocation Systems Ltd. ("Nexus") Asset Purchase Agreement pursuant to which Pointer (Eden Telecom Group) Ltd. ("Pointer") shall purchase certain activities and assets of Shagrir Towing Services Ltd. and its subsidiary, Shagrir (1985) Ltd. (together, "Shagrir"). (i) The goodwill of Shagrir in the field of mobile automobile repair, towing and replacement vehicle services, including intellectual property; and (ii) Certain fixed and quick assets of Shagrir, including NIS 10 million in cash. Approximately NIS 200 million. At the closing, Shagrir shall make available to Pointer a NIS 40 million loan, repayable in twenty quarterly installments commencing February 28, 2006 and with interest payable at a rate of 6.5% per annum. As
ENGLISH SUMMARY OF THE LEASE AGREEMENT (ORIGINAL LANGUAGE – HEBREW) BY AND BETWEEN DELEK REAL ESTATE LTD. AND SHAGRIR (1985) LTD. February 23, 1998 (as amended on March 5, 2003) (the “Agreement”)Lease Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
Extended Term: Premises: Landlord: Tenant: Lease Payments (Monthly): Termination Provisions: April 1, 2005 - March 31, 2007 ("Term"). 9 Bet Lechem Rd, Jerusalem, Israel, at Block 30188, Plot 15 (the "Property") Delek Real Estate Ltd. (the "Landlord"). Shagrir (1985) Ltd. An amount in NIS equal to $2,800. Landlord shall have the right to terminate the Agreement by giving six months advanced notice, subject to certain conditions.
AGREEMENT Made and executed in Tel Aviv on the 16th day of July 2007Agreement • September 24th, 2007 • Pointer Telocation LTD • Radio & tv broadcasting & communications equipment
WHEREAS Cellocator and Matan develop, produce, provide technical support for, market and sell hardware and software for communications and tracking of vehicles, for vehicle security, for the management of fleets of vehicles and for the assessment of vehicles (hereinafter: “the Activity”) and they have a good reputation in their field of business; and
Share Purchase Agreement Entered into on the 27th of March, 2013Share Purchase Agreement • March 28th, 2013 • Pointer Telocation LTD • Radio & tv broadcasting & communications equipment
WHEREAS, the Seller is the owner of 160,000 ordinary shares, par value of 3.00 NIS each (the "Shares") of Pointer Telocation Ltd. Reg. 520041476 ("Pointer"); and
ENGLISH SUMMARY OF THE ASSIGNMENT AGREEMENTS (ORIGINAL LANGUAGE – HEBREW) BY AND AMONG SHAGRIR TOWING SERVICES LTD., SHAGRIR (1985) LTD. POINTER (EDEN TELECOM GROUP) LTD. AND CERTAIN ISRAELI INSURANCE COMPANIES Dated January/February 2005Assignment Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
Description: Assigned Agreements: Assignment Agreements pursuant to which Shagrir Towing Services Ltd., and its subsidiary, Shagrir (1985) Ltd., (together, "Shagrir") shall assign to Pointer and Pointer shall assume all of Shagrir's rights and obligations under the Assigned Agreements (as defined below). (i) Agreement by and between Shagrir and The Israel Phoenix Insurance Company Ltd., dated October 6, 1997, as amended. (ii) Agreement by and between Shagrir and Clal Insurance Company Ltd., dated December 10, 1989, as amended; (iii) Agreement by and between Shagrir and Harel Insurance Company Ltd., dated July 19, 1988, as amended; (iv) Agreement by and between Shagrir and Eliahu Insurance Company Ltd., dated October 27, 1992, as amended; (v) Agreement by and between Shagrir and Hachsharat Hayeshuv Insurance Company Ltd., dated March 12, 1989, as amended; and (vi) Agreement by and between Shagrir and Menorah Insurance Company Ltd., dated December 1
INVESTMENT AND TRANSACTION AGREEMENT BY AND AMONG I.D. SYSTEMS, INC., POWERFLEET, INC., POWERFLEET US ACQUISITION INC. and THE INVESTORS NAMED HEREIN MARCH 13, 2019Investment and Transaction Agreement • March 15th, 2019 • Pointer Telocation LTD • Radio & tv broadcasting & communications equipment • Delaware
THIS INVESTMENT AND TRANSACTION AGREEMENT (this “Agreement”), dated as of March 13, 2019, is entered into 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 (“Merger Sub”) and the investors set forth on Schedule I, affixed hereto, as such Schedule may be amended from time to time in accordance with the terms of this Agreement (each an “Investor” and collectively, the “Investors”). Capitalized terms used in this Agreement and not otherwise defined above or in the text below have the meanings given to them in Section 12.15.
Offer to Acquire NexusData Inc.Offer to Acquire • June 30th, 2003 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
The purpose of this agreement is to outline the principals of an agreement between Nexus Telocation Systems Ltd. (“Nexus”) and STORM International represented by Shlomo Nimrodi or any new entity, which shall be established for this purpose (the “Investor”) to acquire NexusData Inc. (“ND” or the “Company”).
Management Services AgreementManagement Services Agreement • June 30th, 2004 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
This Management Services Agreement (this “Agreement”) is made and entered into effective as of April 6, 2003 by and between Nexus Telocation Systems Ltd. (“Nexus”) with offices at 1 Korazin Street, Givatayim, Israel and DBSI Investments Ltd. with its offices at 85 Medinat Hayehudim Street, Herzelia, Israel (“DBSI”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 16th, 2012 • Pointer Telocation LTD • Radio & tv broadcasting & communications equipment • New York
This Stock Purchase Agreement (the “Agreement”), dated as of April 11, 2012, is by and between LB I Group Inc., a corporation incorporated under the laws of the State of Delaware (“Seller”) and D.B.S.I. Investments Ltd., a private company incorporated under the laws of the State of Israel (“Buyer”).
JOINT FILING AGREEMENTJoint Filing Agreement • August 7th, 2012 • Pointer Telocation LTD • Radio & tv broadcasting & communications equipment
This confirms the agreement by and among the undersigned that the amended Statement on Schedule 13D (including any subsequent amendments thereto) with respect to the beneficial ownership by the undersigned of the Ordinary Shares, NIS 3.00 par value per share (the “Ordinary Shares”), of Pointer Telocation Ltd., is being filed on behalf of each of the undersigned.
ENGLISH SUMMARY OF THE LOAN AGREEMENT (ORIGINAL LANGUAGE – HEBREW) BY AND BETWEEN POINTER (EDEN TELECOM GROUP) LTD. AND NEXUS TELOCATION SYSTEMS LTD. Dated November 16, 2004 (the “Agreement”)Loan Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
Description: Loan Amount: Term and Interest: Loan Agreement pursuant to which Nexus Telocation Systems Ltd. shall loan Pointer (Eden Telecom Group) Ltd. ("Pointer") NIS 3,916,536 in connection with certain infrastructure and equipment expenses. NIS 3,916,536. Interest repayments and repayments of the principal shall be repaid on a pro rata basis with the loans of Pointer with its other shareholders, following the repayment of the $2 million convertible loan made from Egged Holdings Ltd. to Pointer in connection the purchase by Pointer of certain activities and assets of Shagrir Towing Services Ltd. and its subsidiary, Shagrir (1985) Ltd.. Interest under the loan shall be payable at a rate of 4% per year, commencing February 28, 2005.
1st AMENDMENT TO THE SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 27th, 2014 • Pointer Telocation LTD • Radio & tv broadcasting & communications equipment
SHAREHOLDERS AGREEMENTShareholder Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
This Agreement is made as of November 16, 2004 by and between DBSI Investments Ltd. (“DBSI”), having an address at 85 Medinat Hayehudim Street, Herzeliya, and Egged Holdings Ltd. (“Egged”), having an address at 142 Menachem Begin Street, Tel Aviv. Each, a “Party” and together “Parties”.
ENGLISH SUMMARY OF THE LOAN AGREEMENT (ORIGINAL LANGUAGE – HEBREW) BY AND AMONG POINTER (EDEN TELECOM GROUP) LTD. NEXUS TELOCATION SYSTEMS LTD. GANDYR INVESTMENTS LTD. GOVLI LTD. SULAM FINANCIAL HOLDINGS LTD. AND EGGED HOLDINGS LTD. Dated November 16,...Loan Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
Description: Loan Amount: Term and Interest: Loan Agreement pursuant to which Nexus Telocation Systems Ltd. ("Nexus"), Egged Holdings Ltd., Gandyr Investments Ltd., Govli Ltd. and Sulam Financial Holdings Ltd. (together, the "Lenders") loaned Pointer (Eden Telecom Group) Ltd. ("Pointer") NIS 10 million in connection with the purchase by Pointer of certain activities and assets of Shagrir Towing Services Ltd. and its subsidiary, Shagrir (1985) Ltd. NIS 10 million (of which NIS 5 million was loaned by Nexus). Interest repayments and repayments of the principal shall commence on August 28, 2005. Interest under the loan shall be payable at a rate of 6.5% per year.
ENGLISH SUMMARY OF THE CONVERTIBLE LOAN AGREEMENT (ORIGINAL LANGUAGE – HEBREW) BY AND AMONG NEXUS TELOCATION SYSTEMS LTD. POINTER (EDEN TELECOM GROUP) LTD. AND EGGED HOLDINGS LTD. Dated November 16, 2004 (the “Agreement”)Convertible Loan Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
Description: Availability: Term and Interest: Conversion: Convertible Loan Agreement pursuant to which Egged Holdings Ltd. ("Egged") shall loan Pointer (Eden Telecom Group) Ltd. ("Pointer") $2 million ("First Loan"), convertible into shares of Pointer and/or Nexus Telocation Systems Ltd. ("Nexus") and NIS 7,275,000 ("Second Loan") convertible into shares of Pointer and/or Nexus. The First Loan shall be made available to Pointer at the consummation of the Agreement. The Second Loan shall be made available to Pointer on February 28, 2005 (that is, upon the consummation of the transaction pursuant to which Pointer shall purchase certain activities and assets of Shagrir Towing Services Ltd. and its subsidiary, Shagrir (1985) Ltd. ("Shagrir Deal")). Interest on the First Loan shall be at the rate of LIBOR (3-month) plus 3.5% compounded annually and accrued daily.
ENGLISH SUMMARY OF THE LETTER AGREEMENT (ORIGINAL LANGUAGE – HEBREW) BY AND BETWEEN POINTER (EDEN TELECOM GROUP) LTD. AND BANK HAPOALIM LTD. Dated November 16, 2004 (the “Agreement”)Credit Line Agreement • June 30th, 2005 • Nexus Telocation Systems LTD • Radio & tv broadcasting & communications equipment
Description: Credit Line Amount Term and Interest: Security Letter Agreement pursuant to which Bank Hapoalim Ltd. (the "Bank") shall provide Pointer (Eden Telecom Group) Ltd. ("Pointer") with an NIS 70 million credit line until March 1, 2013 and an NIS 30 million credit line until March 31, 2007, in connection with the purchase by Pointer of certain activities and assets of Shagrir Towing Services Ltd. and its subsidiary, Shagrir (1985) Ltd (the "Shagrir Deal"). NIS 100 million (in total). The sums drawn down shall be repaid quarterly from June 30, 2006 at a rate of NIS 1,250,000 per quarter. The interest on the principal sum will be prime +0.5% with respect to the NIS 30 million credit line, and with respect to the NIS 70 million credit line, interest of 7.39% on NIS 35 million and 5.5% and linkage to the Israeli CPI on the remaining NIS 35 million. The interest shall be payable quarterly from June 30, 2005. As
SHARE PURCHASE AGREEMENT Entered into in Herzeliya on November 22, 2011Share Purchase Agreement • December 8th, 2011 • Pointer Telocation LTD • Radio & tv broadcasting & communications equipment
The undersigned, D.B.S.I Investments Ltd. (the “Purchaser”) hereby approaches you further to a Share Purchase Agreement, for purchase of shares outside the market, entered into between the Purchaser and Daniel Stern, pursuant to which Daniel Stern shall sell to the Purchaser 33,150 Ordinary Shares, par value NIS 3.00 each (the “Purchased Shares”) of Pointer Telocation Ltd. (“Pointer”) at a price per share of $4.00.
