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.
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).
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.
