Exhibit 10.1

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 Lender

Table of Contents

This Amended and Restated Credit Agreement (the “Agreement”) is dated 18 March, 2024

Between:

(jointly and severally)

(Pointer and Pointer HoldCo, collectively, the “Borrowers”, and each of them, the “Borrower”)

It is agreed as follows:

In this Agreement:

“Affiliate” means in relation to any person, any person which controls, is controlled by, or under common control with such person.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the relevant member of the Group from time to time concerning or relating to bribery or corruption.

“Authorisation” means an authorisation, consent, approval, resolution, licence or exemption, filing, notarisation or registration (including, for the avoidance of doubt, any Governmental Authorisation and any approval or consent of any stock exchange).

“Availability Period” means:

With respect to Facilities C and D, if the Lender shall agree (at its discretion) to Pointer’s written request to extend the Facility C Final Maturity Date or the Facility D Final Maturity Date, or to extend to Pointer, on or about the Facility C Final Maturity Date, or the Facility D Final Maturity Date, as applicable, a revolved Facility C or Facility D, such extensions shall be made under the applicable Standard Form Documents, and any such agreed new maturity date shall be considered the Facility C final Maturiy Date or the Facility D Final Maturity Date, as applicable, for purpose of this Agreement and any other Finance Document

“Available Facility under Facility C” means, in respect of Facility C, the amount of the Facility pursuant to Clause ‎2.1(c), minus the amounts of any Utilisation thereunder, calculated pursuant to Clause ‎6.5.

“Available Facility under Facility D” means, in respect of Facility D, the amount of the Facility pursuant to Clause 2.1(d), minus the amounts of any (outstanding) Utilisation thereunder (not already repaid by the Borrower), calculated pursuant to Clause 6.5.

“Business Day” means a day (other than a Friday or a Saturday or a Sunday) on which banks are open for general business in Israel.

“Collateral Agent” means Bank Hapoalim B.M., in its capacity as collateral agent, or any successor or other collateral or security agent appointed in accordance with the provisions of the relevant Security Document.

“Commitment” means, the amount of Facility C pursuant to Clause ‎2.1(c) and the amount of Facility D pursuant to Clause ‎2.1(d), to the extent not cancelled, reduced or transferred by it under this Agreement.

“Companies Law” means the Israeli Companies Law 5759-1999, as amended from time to time and all regulations promulgated thereunder.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 3 (Form of Compliance Certificate).

“Default” means an Event of Default or any event or circumstance specified in Clause ‎20 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Default Interest” means the interest calculated pursuant to Clause ‎9.4.

“Distribution” with respect to any entity incorporated in Israel, shall have the meaning ascribed to it under the Companies Law.

“Distribution Compliance Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Distribution Compliance Certificate).

“Event of Default” means any event or circumstance specified as such in Clause ‎22 (Events of Default) (save for Clause ‎22.19 (Acceleration)).

“Facilities” means the Term Loan Facilities, Facility C and Facility D (in each case, as shall revolve from time to time), and “Facility” shall mean any of them.

Facility A” means the amortizing term loan facility made available under this Agreement as described in Clause ‎2.1(a).

“Facility B” means the term loan facility made available under this Agreement as described in Clause ‎2.1(b).

“Facility C” means the revolving facility made available under this Agreement as described in Clause ‎2.1(c).

“Facility D” means the revolving facility made available under this Agreement as described in Clause ‎2.1(d) ‎2.1(c).

“Finance Document” means this Agreement, the Security Documents, the Parent Undertaking Letter, the Parent Subordination Undertaking, the Initial Utilisation Request, any Standard Form Document, any certificate required to be provided under this Agreement and any other document designated as such by the Lender and the Borrowers.

“Financial Indebtedness” means any indebtedness for or in respect of:

“Financial Year” means the annual accounting period of the Borrowers ending 31 December each year.

“Free and Clear” means free and clear of any Security, claim or any other right of third parties (other than: (a) any Transaction Securities, or (b) any pledge, preferential right of payment or mandatory right of set off created or arising by operation of law that cannot be waived).

“GAAP” means generally accepted accounting principles in the United States, as in effect from time to time.

“Governmental Authority” means any (i) nation or government, any federal, state, province, city, town, municipality, county, local or other political subdivision thereof or thereto and any department, commission, board, bureau, instrumentality, agency or merger control authority, (ii) federal, state, provincial, court or tribunal, (iii) self-regulatory organization (including any national securities exchange), or (iv) other governmental, quasi-governmental, supranational or regulatory entity created or empowered under a statute (or rule, regulation or ordinance promulgated thereunder) or at the direction of any governmental authority, including those set forth in clauses (i), (ii) or (iii) of this definition, and that is empowered thereunder or thereby to exercise executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Governmental Authorisation” means any license, approval, clearance, permit, certificate, waiver, amendment, consent, exemption, variance, expiration and termination of any waiting period requirements, other actions by, and any notice, filing, registration, qualification, declaration and designation with, and other authorizations and approvals issued by or obtained from a Governmental Authority.

“Group” means each of the Borrowers and any of their subsidiaries, as applicable from time to time, and “member of the Group” shall be construed accordingly.

“Independent Auditor” means an external independent auditor appointed by the Borrowers, for the purposes of Clause ‎21.19(c)(iii), with the Lender’s prior written consent, which shall be associated with one of the “Big 4” international auditing firms, or another reputable national auditing firm consented to by the Lender in advance (which consent shall not be unreasonably withheld).

“Initial Utilisation Request” means the utilisation request to be delivered and completed by Pointer HoldCo prior to the Refinance Closing Date pursuant to Clause ‎4.1 below requesting the Utilisation of each of the Term Loan Facilities, substantially in the relevant form set out in Schedule 1 (Form of Initial Utilisation Request) (or in such other form as may be agreed by the Lender).

“Interest Payment Date” means the last day of each Interest Period.

“Interest Period” means in relation to any Loan under any Facility, each period determined in accordance with Clause ‎10 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause ‎9.4 (Default Interest).

“Lender” means:

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“Loan” means the Term Loans and any loan made or to be made under any of the other Facilities or the principal amount outstanding for the time being of that loan.

“Material Adverse Effect” means a change, effect, event or circumstances or development, which, at the reasonable discretion of the Lender has or is reasonably likely to have, individually or in the aggregate, a material adverse effect on either:

“Material Subsidiary” means any Subsidiary of Pointer which, whether existing now or later established or purchased:

Compliance with the conditions set out in paragraph (b) above shall be determined by reference to the most recent Compliance Certificate supplied by Pointer or the latest audited financial statements of the Subsidiary (consolidated in the case of a Subsidiary which itself has Subsidiaries) and the latest audited consolidated financial statements of the Group. However, if a Subsidiary has been acquired since the date at which the latest audited consolidated financial statements of the Group were prepared, the financial statements shall be deemed to be adjusted in order to take into account the acquisition of the Subsidiary. For the avoidance of doubt, any Subsidiary which has been designated as a Material Subsidiary shall remain to be designated as such up until the Term Loans Final Maturity Date.

“Money Laundering Laws” shall have the meaning ascribed to it in Clause ‎18.20.

“New Lender” has the meaning given to that term in Clause ‎23 (Changes to the Lender).

“NIS” means New Israel Shekels, being the lawful currency of the State of Israel or any successor currency.

“Original Financial Statements” means the audited financial statements of the Borrowers for the period ending on 31 December 2022.

“Parent” means PowerFleet Inc., a corporation duly incorporated under the laws of the State of Delaware, whose principal place of business is at 123 Tice Blvd. Woodcliff Lake NJ 07677.

“Parent Subordination Undertaking” means a subordination undertaking executed by Pointer HoldCo and Parent (and any of its Affiliates acceding to such agreement, if applicable) on October 3, 2019, attached as Schedule 2 (Subordination Undertaking), in connection with any Subordinated Shareholder Loan.

“Parent Undertaking Letter” shall have the meaning ascribed to it in Clause ‎17.3.

“Party” means a party to this Agreement.

“Perfection Requirements” means the making or the procuring of the appropriate registrations, filing, endorsements, notarisation, stampings or notifications of the Security Documents or the Transaction Securities and any other actions or steps, necessary in any jurisdiction or under any laws or regulations in order to create or perfect any Security or the Transaction Securities or to achieve the relevant priority expressed therein.

“Pointer Argentina” means Pointer Argentina S.A.

“Powerfleet Group” means the Parent, PowerFleet US, the Investor, the Group and any of their affiliates from time to time.

“PowerFleet US” means, I.D. Systems, Inc., a Nasdaq-listed corporation duly incorporated under the laws of the State of Delaware, whose principal place of business is at 123 Tice Boulevard, Woodcliff Lake, NJ.

“Pointer Brazil” means Pointer do Brasil Comercial Ltda., a wholly owned Subsidiary of Pointer as of the date hereof.

“Pointer Brazil Tax Proceeding” means the tax deficiency notice received by Pointer on August 6, 2015 against Pointer Brazil, pursuant to which Pointer Brazil is required to pay an aggregate amount of approximately US $14,000,000 as of December 31, 2018 (and any proceedings relating to such notice).

“Pointer Charged Account” means account number 614100 at Bank Hapoalim B.M., Branch no. 600, in the name of Pointer; and account number 543203 at Bank Hapoalim B.M., Branch no. 600, in the name of Pointer, and account number 549988 at Bank Hapoalim B.M., Branch no. 600, in the name of Pointer; and any substitute bank account held with Bank Hapoalim B.M. in the name of Pointer which shall be pledged under the Security Documents.

“Pointer HoldCo Charged Account” means account number 458281 at Bank Hapoalim B.M., Branch no. 600, in the name of Pointer HoldCo; and any substitute bank account held with Bank Hapoalim B.M. in the name of Pointer Holdco which shall be pledged under the Security Documents.

“Pointer Shares” means 100% (on a fully diluted basis) of the ordinary shares of Pointer held by Pointer HoldCo on or about the Refinance Closing Date.

“Pointer South Africa” means Pointer South Africa (PTY) Ltd.

“Quarter” means a period commencing on January 1 and ending on the following March 31, commencing on April 1 and ending on the following June 30, commencing on July 1 and ending on the following September 30, or commencing on October 1 and ending on the following December 31, all-inclusive and in accordance with the Gregorian calendar.

“Refinance Closing Date” March 18 2024.

“Repayment Instalment” means an instalment in which the Loans under Facility A are to be repaid, as determined in Clause ‎7.1(a)(i).

“Repeating Representations” means each of the representations set out in Clause ‎18.1 (Status) to Clause ‎18.6 (Governing law and enforcement), Clause ‎18.10 (Pari passu ranking), Clause ‎18.13 (Good title to assets) and Clause ‎18.14 (Legal and beneficial ownership).

“Reporting Date” means 31 March, 30 June, 30 September and 31 December of each year and such other dates, if any, on which a quarterly or annual period for which the Borrower publishes consolidated financial statements ends.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any country or territory-wide Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Lebanon, Iraq and Syria).

“Sanctioned Person” means, at any time, any person: (a) listed on any Sanctions-related list of designated Persons maintained by a Sanctions Authority; or (b) operating, organised, or resident in or under the laws of a Sanctioned Country; (c) owned or controlled by any such person or persons described in the foregoing paragraphs (a) or (b); or (d) otherwise the target of any Sanctions.

“Sanctions” means any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by a Sanctions Authority.

“Sanctions Authority” means any of (a) the U.S. government, including the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) Israel, (c) the United Nations Security Council, (d) the European Union, or (e) Her Majesty’s Treasury of the United Kingdom.

“Secured Obligations” means all present and future obligations and liabilities (whether actual or contingent, whether owed jointly or severally or in any capacity whatsoever), of the Borrowers to the Lender under the Finance Documents and under any other agreements, undertakings and documents, with respect to any banking services of any type, whether relating to the financing under the Finance Documents or not (including, without limitation, principal, interest, commissions, bank and other costs and expenses of any kind whatsoever), together with all costs, charges and expenses (including legal fees) incurred by the Lender, in connection with the protection, preservation or enforcement of its rights under any such document.

“Securities Law” means the Israeli Securities Law, 5728-1968, including the regulations promulgated thereunder.

“Security” or “Security Interest” means a mortgage, charge, pledge, lien (including Kizuz and Ikavon), assignment, encumbrance or transfer for security purposes, retention of title arrangement or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Documents” means:

together with any other document entered into by any Borrowers creating or expressed to create any Security Interest over all or any part of its assets in respect of the obligations of any of the Borrowers under any of the Finance Documents.

“Standard Form Document” means all standard forms, agreements or other documents required by any Lender in order to provide its part of the Facilities, including applications to open accounts and including customary letters of undertaking and other standard documents governing Facility C and Facility D (including the issue of any Documentary Credit, revolving debitory account facility or any other facility thereunder).

“Subordinated Shareholder Lender” means any Powerfleet Group Company, as the provider of, or if applicable, the assignee of the benefit of, any Subordinated Shareholder Loan.

“Subordinated Shareholder Loan” means Financial Indebtedness of any of the Borrowers to any Powerfleet Group Company in respect of unsecured subordinated shareholder loans (including capital notes) made available to any of the Borrowers by such Powerfleet Group Company pursuant to a loan agreement that is subject to the subordination undertaking attached as Schedule 2 (Subordination Undertaking), (or otherwise subordinated to the Facilities to the satisfaction of the Lender).

“Subordinated Parent Loan” means the Subordinated Shareholders Loan granted by the Parent to Pointer HoldCo pursuant to the Original Agreement, if applicable.

“Tax” means any tax, levy, impost, duty, fees and other compulsory payments, or other charge or withholding of a similar nature of any kind or category, including on account of income, capital gain, or profits, value added tax, deductions and withholdings which are by their nature or are payable on account of tax, levy, impost, duty, fees and other compulsory payments as aforesaid (including stamp tax to the extent applicable, any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Term Loan Facilities” means Facility A and Facility B.

“Transactions” means the Merger Transaction and the Investment Transaction.

“Transaction Securities” means the assets and rights subject to Security Interest under the Security Documents, and as listed in Clause ‎17 (Transaction Securities).

“Unpaid Sum” means any sum due and payable but unpaid by the Borrowers under the Finance Documents.

“Utilisation” means: (i) with respect to the Term Loans Facilities - a Loan, (ii) with respect to Facility C– any advance or drawing under any revolving debitory account facility (Hahad), issuance of a bank guarantee or any documentary credit provided by the Lender under Facility C, and entry into any derivative transaction where the counterparty is a Lender or creation of any other Financial Indebtedness in connection with any banking services provided by the Lender under Facility C, and (iii) with respect to Facility D - any advance or drawing under any debitory account facility (Hahad) in foreign currency.

“Utilisation Date” means the date any Utilisation is made (or is to be made).

“US $” and “USD” means United States Dollars, being the lawful currency of the United States of America or any successor currency.

“USD Exchange Rate” means the USD to NIS representative exchange rate as published by the Bank of Israel, or if such rate is not available – the substitute exchange rate used by Bank Hapoalim B.M.

“VAT” means value added tax as provided for in the Israeli Value Added Tax Law 5736-1975 and any other tax of a similar nature in any relevant jurisdiction.

The above rules will only apply to the last month of any period;

Subject to the terms of this Agreement, the Lender shall make available the following Facilities to:

Pointer HoldCo, a term loan facility denominated in NIS in an aggregate amount being the equivalent of USD 10,000,000 (“Facility B”) calculated using the applicable USD Exchange Rate known immediately prior to the Refinance Closing Date, to be made available to Pointer HoldCo pursuant to Clause ‎5.2; Provided, however, that in any case, the aggregate NIS amount of Facilty A and Facility B will not exceed NIS 114,000,000.

The applicable Borrower shall apply all amounts borrowed by it under the Facilities, as follows:

The Lender is not bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

The obligations of the Lender to comply with the Initial Utilisation Requests at the Refinance Closing Date, to extend the availability period of Facilities C and D , are subject to (i) the Lender having received all of the documents and other evidence listed in Schedule 1 to the amendment and restatement agreement dated as of the date hereof in the form and substance satisfactory to the Lender on or prior to the date hereof, and (ii) the satisfaction of all the other conditions precedent set forth in such Schedule by the time thereunder.

Subject to Clause ‎4.1 (Initial conditions precedent), the Lender will only be obliged to comply with Clause ‎5.3 in relation to the Loans under the Term Loan Facilities, on the date of the Initial Utilisation Requests and on the Refinance Closing Date if:

The obligations of the Lender to comply with any Utilisation Request under Facility C and Facility D after the Refinance Closing Date, are subject to the conditions precedent that:

The Commitments under the Term Facilities which, at that time, are unutilised shall be immediately cancelled at the end of the applicable Availability Period.

If the conditions set out in Clauses ‎4.1, ‎4.2 and ‎4.3, and Clause ‎6.1‎ and in the applicable Standard Form Documents have been met, the Lender shall make the requested type of Utilisation under Facility C and Facility D available by the applicable Utilisation Date.

in each case, as determined by the Lender in accordance with the applicable Standard Form Documents.

In this Clause ‎7.1‎(a)‎(i), the “Facility A Principal Amount” shall be reduced immediately after any prepayment pursuant to Clause ‎8 (Prepayment and Cancellation) below.

Details of the payments and the repayment dates of the Term Loans and the Interest thereon, shall be set out in a repayment schedule which will be delivered to Pointer Holdco by the Bank shortly after the Utilisation Date of the Term Loans. Such repayment schedule shall constitute an integral part of this Agreement.

The relevant Borrower may not reborrow any part of the Term Loan Facilities which is repaid or prepaid but may reborrow at any time prior to the end of the applicable Availability Period any part of Utilisations under Facility C and Facility D, which is repaid or prepaid.

Following the Refinance Closing Date, Pointer may, if it gives the Lender not less than seven (7) Business Days’ prior notice, cancel the whole or any part (but, if in part, being a minimum amount of NIS 1,000,000( of the Available Facility under Facility C or D, provided that it first demonstrates to the satisfaction of the Lender, that no Default is continuing, and the cancellation will not result in the occurrence of a Default and all relevant conditions under the applicable Standard Form Documents have been met.

Pointer HoldCo may, if it gives the Lender not less than three (3) Business Day prior notice (and subject to such notice being received by the Lender by no later than 12:00 PM, three (3) Business Days prior to the prepayment date set out in the prepayment notice) cancel and terminate such prepayment notice.

Prepayment of Loans under the Term Loan Facilities shall not be subject to any prepayment premium but will be subject to such other payments, as set out in Schedule ‎8.3.

In case Pointer HoldCo is required, pursuant to Clause ‎21.12(b) to apply any remaining amounts of a Pointer Distribution (as defined in Clause ‎21.12 (Pointer Distribution proceeds)) towards prepayment of Loans under the Term Loan Facilities, then such prepayment shall firstly be applied towards prepayment of the Loan under Facility B, and then towards prepayment of the Loan under Facility A.

Prepayments made pursuant to this Agreement shall be applied between the Facilities as follows:

The rate of interest on each Loan under the Facilities for each Interest Period is as follows:

With respect to any Utilisation under a debitory account facility (Hahad) under Facility D – the applicable interest as shall be set out in the relevant Standard Form Documents.

If, during two consecutive Quarters, Pointer Holdco’s Net Debt to EBITDA (as defined in Clause ‎20.1(a) below) ratio is equal to or exceeds 3.5, based on its consolidated financial statements, then from the end of the period of the financial statements for the second relevant Quarter showing such ratio, until the end of the period of the financial statements for the quarter where such ratio does not exceed 3.5, the margin on each Loan under any of the Term Loan Facilities and the margin on any Utilisation under a revolving debitory account facility (Hahad) under Facility C and the debitory account facility (Hahad) under Facility D shall increase by 0.5% per annum.

Interest on account of any outstanding amount under a revolving debitory account facility (Hahad) drawn under Facility C and the debitory account facility (Hahad) Facility D, as applicable, shall be payable on such dates as will be determined under the applicable Standard Form Documents.

It is hereby clarified, that with respect to any revolving debitory account facility (Hahad) under Facility C, notwithstanding Clause ‎6.5(a)(ii), a non utilisation fee shall be payable by Pointer at the rate specified in this Clause ‎11.2 (and without duplication) with respect to any unutilized and uncancelled amount of such revolving debitory account facility (Hahad).

The accrued fee as per Clause ‎11.2‎(a) above is payable on the beginning of each Quarter.

The Borrowers shall pay to the Lender a non-refundable one-time complex transaction fee in an amount equal to 0.25% of the Facilities A and B payable no later than five (5) days following the date hereof, in light of the Lender’s special specific examinations in connection with the entry into the financing contemplated hereunder, which involve specific examination with respect to the collateral and the financial covenants set out hereunder and include non-standard documentation.

The Borrowers shall pay to the Collateral Agent, an annual collateral agency payment of NIS 10,000, in connection with the registration of the pledged Pointer Shares on its name under the applicable Securities Documents and its other roles thereunder, such payment to be paid at a date not later than 30 days following the Refinance Closing Date and on each anniversary of such date, up until the Term Loans Final Maturity Date.

Pointer shall, in respect of each bank guarantee which it requests to be issued or renewed under Facility C, pay to the Lender, a fee to be determined by the Bank, except that for any such guarantees effective for up to 12 months shall be at the following rate per annum of the maximum actual and contingent liabilities under such bank guarantee, as follows:

In addition to the fees set forth above, the Borrowers shall pay the Lender all other commissions, fees and expenses in connection with the banking transactions performed in connection with the Facilities and the Finance Documents, in the amounts, on the dates and in the manner set forth in the price list (Taarifon) for large enterprises published by the Lender from time to time.

All fees and commissions payable under the Finance Documents are non-refundable (except for part of the bank guarantees fees, which shall be refundable in case of cancellation of the guarantee, as set out under the Standard Form Documents).

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

“Tax Payment” means either the amount withheld by Borrower from payment made to the Lender under Clause ‎12.6 (Tax Gross Up) or a payment under Clause ‎12.7 (Tax Indemnity).

to the extent a loss, liability or cost:

“FATCA” means: (i) sections 1471 to 1474 of the US Internal Revenue Code of 1986 (the “Code”) or any associated regulations; (ii) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (i) above; or (iii) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (i) or (ii) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

“FATCA Application Date” means: (i) in relation to a “withholdable payment” described in section 1473 (1) (A) (i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; (ii) in relation to a “withholdable payment” described in section 1473 (1) (A) (ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or (iii) in relation to a “passthru payment” described in section 1471 (d) (7) of the Code not falling within paragraphs (i) or (ii) above, 1 January 2019, or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

which the Lender notified in writing that was incurred or suffered by the Lender or any of its Affiliates to the extent that it is attributed to the Lender having entered into its Commitment or funding or performing its obligations under any Finance Document.

The Borrowers shall pay promptly following a demand in writing from the Lender:

The Borrowers shall, within three (3) Business Days of demand, pay the Lender the amount of all costs and expenses (including documented legal fees) incurred by it in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

“Related Rights” means, in relation to any of the Pointer Shares, all Distributions, all (cash and non-cash) dividends or other moneys paid or payable in relation thereto (including all liquidation proceeds, redemption proceeds and repaid capital in case of a capital reduction), all rights for repayment of any shareholders’ loans and any other rights relating to such loans, all rights of Pointer HoldCo to receive any fees (management, consulting, finder’s, success, or any other types of fees), commissions, salaries, remuneration or compensation, and any other payment relating to services, and all shares, warrants, securities, rights, moneys or property accruing or offered at any time in relation to any of the Pointer Shares by way of redemption, substitution, exchange, bonus, pursuant to option rights or otherwise.

The pledged Pointer Shares shall be registered as Security in the name of the Collateral Agent and held by such Collateral Agent, under an agreement in the form attached as a schedule to the deed of pledge.

Each Borrowers acknowledges and accepts that the Lender has entered into this Agreement in reliance on the representations set forth in this Clause 18.

The obligations expressed to be assumed by it in each Finance Document are legal, valid, binding and enforceable obligations, except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting enforcement of creditors’ rights generally under Israeli law, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies under Israeli law, and (iii) insofar as indemnification and contribution provisions may be limited by applicable Israeli law.

The entry into and performance by it of any Finance Document entered into by it or under which it has incurred any obligation and the transactions contemplated by the Finance Documents and the realisation of any of the Transaction Securities by the Lender or a Receiver do not (and will not conflict to a material extent) with:

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents entered into by it and its performance of the transactions contemplated by those Finance Documents.

All Authorisations required to enable it lawfully to enter into any Finance Documents being entered into by it or under which it incurs any obligations or to exercise its rights and comply with its obligations in the Finance Documents to which it is a party have been obtained or effected and are in full force and effect or will be obtained when required.

The choice of governing law of each of the Finance Documents will be recognised and enforced in Israel.

No:

has been taken or (to the best of its knowledge and belief) threatened in relation to it; and none of the circumstances described in Clause ‎22.7 (Insolvency) applies to it.

The Borrowers’ payment obligations under the Finance Documents rank at least pari passu with the claims of all their other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to Israeli companies generally.

In any proceedings in relation to the Finance Documents, it, or, to the best of its knowledge, any Material Subsidiary, will not be entitled to claim for itself or any of its material assets immunity from suit, execution, attachment or other legal process.

The Borrowers and any Material Subsidiary have good, valid and marketable title to, or valid leases or licences of, and all necessary Authorisations to use, the assets necessary to carry on its business as presently conducted.

All assets subject to a Transaction Security are legally and beneficially owned by the applicable Borrower, Free and Clear, except if otherwise permitted hereunder.

The Borrowers have not breached any law or regulation binding upon it to an extent which would have a Material Adverse Effect.

Neither the Borrowers nor any Material Subsidiary, nor (to the best of their knowledge) their directors or officers:

Its (and each of the Material Subsidiaries’) operations are and have been conducted in material compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes to which it is subject and the rules and regulations thereunder and any related or similar rules, regulations or guidelines (in each case, to the extent that compliance is required as a matter of law) to which it is subject that are issued, administered or enforced by any governmental agency which supervises a member of the Group (collectively, the “Money Laundering Laws”) and, to the best of its knowledge, no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving it (or each of the Material Subsidiaries) with respect to the Money Laundering Laws is pending or threatened. It further represents that no funds or other consideration that it contributes in connection with any transaction under this Agreement will have been derived from or related to any activity that is deemed criminal under Money Laundering Laws.

The Borrowers and the Material Subsidiaries have not made any loans, granted any credit or issued any guarantee or indemnity to or for the benefit of any person or otherwise voluntarily assumed any liability, whether actual or contingent, in respect of any obligation of any person, except as set forth in Schedule ‎18.21.

Except under any applicable law, no member of the Group is restricted from making any Distributions, dividend or other similar payment (in cash or in kind) on, or in respect of, any share capital by way of dividend, repayment of loans, redemption of capital or otherwise (except that Distributions made into Poiner Brazil, Pointer Argentina or Pointer South Africa shall not be cosider as such intra Group permitted Distributions).

in each case by reference to the facts and circumstances existing at the date the Repeating Representation is made or deemed to be made.

The undertakings in this Clause ‎19 (Information Undertakings) remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

Each Borrower shall supply to the Lender:

It is a condition precedent to the receipt of the Loans and to the continued provision of the banking services under the Finance Documents that Financial Statements be provided to the Lender pursuant to the terms set out hereunder, or pursuant to such other terms, inter alia as required in accordance with regulations of the Bank of Israel or of any other competent authority or in accordance with any law.

If, at Lender’s discretion, for purpose of providing certain banking services to any of the Borrowers, Lender shall be required, inter alia in accordance with regulations of the Bank of Israel or of any other competent authority or in accordance with any law, to receive such Borrower’s financial statements, the relevant Borrower shall deliver its financial statements to the Lender as a condition for any review by the Lender of Borrower’s request relating to such banking services.

In addition, the Borrowers shall supply to the Lender together with each of the financial statements delivered pursuant to Clause ‎19.1 (Financial statements), an annual report, in form satisfactory to the Lender, detailing the amounts and purpose of any Excluded Amounts paid by the Borrowers pursuant to Clauses ‎21.12(c)(i) or ‎(b) during the period commencing on the Refinance Closing Date, or on the date of the latest report that was delivered to the Lender, as applicable, and ending on the date of delivery of such report to the Lender.

The Borrowers shall supply to the Lender, or procure the supply to the Lender:

The Borrowers shall supply to the Lender, or procure the supply to the Lender:

The Borrowers shall promptly upon the request of the Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Lender (for itself or, in the case of transfer or assignment pursuant to Clause ‎23.1 (Assignments and transfers by the Lender) below, on behalf of any prospective new Lender) in order for the Lender (or any prospective new Lender) to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

“Current Payments” means, the cumulative amount of principal and interest payments of Loans under any of the Facilities payable during the relevant future 12 months period.

“Debt” means, without duplication the total indebtedness and obligations of the applicable Borrower, direct and indirect (including on account of any guarantees, charges and pledges in favour of any third party and under any indemnification undertaking by the applicable Borrower as Security for indebtedness and obligations of the types specified below incurred by any third party: (1) to banks and other financial institutions and (2) arising from debentures of any type, including bonds, notes and convertible notes and (3) on account of loans received from any direct or indirect shareholder or any of its Affiliates or from any third party or on account of amounts raised in any other way (but excluding Subordinated Shareholder Loans provided to the applicable Borrower, with respect to which subordination undertaking attached as Schedule 2 (Subordination Undertaking) was executed); and (4) on account of loans received from any third parties or on account of amounts raised in any other manner which are classified as incurring of indebtedness, or that their economic result is the incurrence of indebtedness; and (5) on account of amounts received as a result of selling or discounting receivables, accounts, bills or other financial assets, on terms which include recourse to the seller; and (6) on account of amounts raised under any other transactions and which are classified as Financial Indebtedness according to the applicable accounting principles.

“EBITDA” means, the net income of the applicable Borrower, before depreciation and amortization, financing expenses (save for such expenses classified as “Banking and other fees”), tax expenses (both current taxes and changes in deferred taxes), and excluding: (i) foreign currency translation losses and income, (ii) stock option and other equity-based compensation expenses, (iii) net loss and income from disposed or discontinued operations, provided, however, that the aggregate sum of such exclusions shall not exceed 10% of the EBITDA during the course of the applicable Reporting Date, and (iv) the Excluded Expenses, all - for a period of four consecutive Quarters immediately preceding the Reporting Date (including, for the avoidance of doubt, the Quarter ending on the Reporting Date).

“Equity” means, the equity of the applicable Borrower within the meaning thereof according to the applicable accounting principles, including Subordinated Shareholder Loans provided to the applicable Borrower, with respect to which the subordination undertakings attached as ‎Schedule 2 (Subordination Undertaking) were executed.

“Excluded Expenses” means, with respect to the EBITDA measured during any period that includes the first 12 months following the date hereof, any Exceptional Items which have been included in the applicable income statement for that period, up to an aggregate maximum amount of USD 500,000 (or its equivalent in any other currency or currencies).

“Exceptional Items” mean, with respect to the Excluded Expenses, any exceptional, one-off, non-recurring or extraordinary items, resulting from the merger of the Parent and Mix Telematics Limited (as permitted under the Finance Documents) and incurred during the 12 months period set out above.

“Net Debt” means, Debt net of: (1) cash and cash equivalents; (2) deposits with banks and financial institutions that are authorized by law to carry on financial activity provided, that none of those are subject to pledge, charge or other Security Interest of any third party (other than in favor of the Lender), or to a trust arrangement or to other restrictions on withdrawal.

“Working Capital” means, the sum of inventory and trade receivables (other than receivables that are subject to factoring, discounting, securitization, sale, or similar transactions), net of: (i) trade payables; and (ii) deferred revenues and customers advances (for the avoidance of doubt, all – to the extent classified as current assets or liabilities, as applicable).

It is agreed, that with respect to any Examination Date following the Refinance Closing Date, for purpose of calculating any of the financial covenants set out above, the following entities (which were excluded from the Securities created under the Security Documents) shall not be taken into account: Pointer do Brazil Commercial Ltd, registration No. 10.426.974/0001-95; Pointer South Africa (PTY) Ltd, registration No. 1997/007795/07; and Pointer Argentina S.A., registration No. 30-70195835-3.

The Equity Injection may be used for purpose of meeting any financial covenant set out in Clause ‎20.1(b) above for not more than five (5) times until the Term Loans Final Maturity Date.

The undertakings in this Clause ‎21 will remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

Each Borrower shall promptly:

The Borrowers shall (and shall ensure each Material Subsidiary will) comply in all material respects with all laws to which they may be subject.

The Borrowers shall not change their legal form or amend or modify its certificate of incorporation, by-laws or other organizational or governing documents in any way that would be materially adverse to the interests of the Lender.

The Borrowers shall not repurchase, cancel or redeem their shares or otherwise reduce its share capital or make payments in respect of any convertible or hybrid instrument otherwise than as permitted under this Agreement.

The Borrowers shall (and shall ensure each Material Subsidiary will) not create or permit to subsist any Security over any of their assets, except for:

provided, however, that the Security detailed in paragraph (a) and (c) above shall be granted by any of the Borrowers, or any Material Subsidiary, as applicable, in the ordinary course of its business.

The Borrowers shall (and shall ensure each Material Subsidiary will) not enter into any transaction whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any assets subject to the Transaction Securities or any other asset (including receivables), except for:

The Borrowers shall deliver to the Lender, prior to any such sale of a Disposed Asset, a written notice satisfactorily evidencing their compliance with the conditions set out above, including, inter alia, details of the proposed transaction, and pro forma financial statements giving effect to the transactions.

Subject to Clause ‎21.6, the Borrowers and the Material Subsidiaries shall not enter into any amalgamation, demerger, merger or corporate consolidation. Notwithstanding the foregoing or anything else herein to the contrary, nothing in this Clause ‎21.7 or elsewhere in this Agreement shall limit (a) the ability of a member of the Group (except for the Borrowers) to effect any amalgamation, demerger, merger or corporate consolidation if (i) the counterparty of such amalgamation, demerger, merger or corporate consolidation is another member of the Group, provided that if any of the assets involved in such transaction are pledged under the Finance Documents, a pledge will be created in favor of the Lender, to the Lender’s reasonable satisfaction, on similar terms (mutatis mutandis); or if (ii) the Borrowers repay in full and terminate the Facilities at any time prior to any such transaction (including the time immediately prior to the consummation thereof) by repayment in full (in accordance with Clause ‎8 (Prepayment and cancellation)),of all amounts of principal and interest due hereunder, including all outstanding Secured Amounts under the Finance Documents, cancellation in full of all Commitments under Facility C, Facility D, cancellation and return of any guarantee or documentary credit Utilised under Facility C (and Facility D, if applicable) and closing out of all derivative transactions thereunder, or (b) the ability of the Borrowers to enter into any transaction(s) for the sale for a disposal of Pointer Brazil, Pointer Argentina or Pointer South Africa (including by way of merger, but subject to the Indebtedness Exclusion).

The Borrower shall (and shall ensure each Material Subsidiary will) ensure that at all times any unsecured and unsubordinated claims of the Lender against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

so long as no Default would result after giving pro forma effect therefrom, and subject to any “Know Your Client” requirements applicable to the Lender, acquire a company or any shares or securities or a business or undertaking or any other assets (or, in each case, any interest in any of them) (“Acquisitions”) provided that the following conditions are met:

The Borrowers shall deliver to the Lender, prior to any such Acquisition, a written notice satisfactorily evidencing their compliance with the conditions set out above, including, inter alia, details of the proposed transaction, and management’s estimate of the pro forma effect of the transaction on the Borrowers’ most recently delivered financial statements.

Pointer HoldCo shall not make any Distribution or any payment, in cash or in kind, to any Powerfleet Group Company, except for the following (the “Permitted Distributions”):

The Borrowers shall (and shall ensure each Material Subsidiary will) not enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Powerfleet Group Company unless such transaction is consistent with any transfer pricing report prepared for the Group or any constituent company therein and is made in the ordinary course of business, on arms’ length terms and for market value. The foregoing undertaking shall not apply in relation to a transaction for the transfer, disposal or merger of Pointer Brazil, Pointer Argentina or Pointer South Africa (but subject to the Indebtedness Exclusion).

Each Borrower shall (and shall ensure that each Material Subsidiary will) maintain insurances on and in relation to its business and assets against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.

Each Borrower shall ensure that neither it nor any Material Subsidiary becomes a “Company in Violation” under section 362A of the Israeli Companies Law 5759-1999.

Each of the events or circumstances set out in Clause ‎22 is an Event of Default (save for Clause ‎22.19 (Acceleration).

The Borrower does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless:

Any obligation under Clause ‎20.1 (Financial covenants) is not complied with when tested and such non-compliance is not remedied within any applicable time periods.

If any Authorisation required under any law or regulation applicable to the Borrowers and necessary to enable the Borrowers to conduct their on-going business activities, as of the date hereof, or to lawfully perform their obligations under the Finance Documents (including in order to establish, protect and perfect each Transaction Security) and to ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document in any applicable jurisdiction, is breached or is cancelled or is adversely modified, in each case, in any material respect, without the prior consent of the Lender and which is not remedied within 20 Business Days from the earlier of (i) the Borrowers becoming aware of such breach, cancellation or adverse modification or (ii) the giving of notice by the Lender to the Borrowers in respect of such breach, cancellation or adverse modification.

Any one of the Borrowers is:

or any analogous procedure or step is taken in any jurisdiction.

The Borrowers or any other party repudiate a Finance Document or evidence an intention to repudiate a Finance Document.

Any event or circumstance exists or occurs which has or is reasonably likely to have a Material Adverse Effect.

The Group (taken as a whole) ceases to conduct the business carried on by it as at the date of this Agreement.

The auditors of any of the Borrowers:

Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced against any member of the Group or their assets which are reasonably likely to be adversely determined and, which if so determined, would have a Material Adverse Effect.

If:

If: (i) Pointer HoldCo ceases to hold (directly and solely) all means of control in Pointer, or ceases to effectively control Pointer; or (ii) if Pointer HoldCo’s share capital is not held directly and solely by the Parent or if the Parent ceases to effectively control Pointer HoldCo; or (iii) if Parent’s shares are, for any reason, not traded as a public company on any stock exchange in the United States, or any other exchange or market in Tel Aviv or London , as the case may be.

Notwithstanding the foregoing or anything else herein to the contrary, nothing in this Clause ‎22.17 or elsewhere in this Agreement shall prevent a change of control as contemplated by this Clause ‎22.17 if the Borrowers repay in full and terminate the Facilities at any time prior to any such transaction (including the time immediately prior to the consummation thereof) by repayment in full (in accordance with Clause ‎8 (Prepayment and cancellation)), of all amounts of principal and interest due hereunder, including all outstanding Secured Amounts under the Finance Documents, cancellation in full of all Commitments under Facility C and Facility D, cancellation and return of any guarantee or documentary credit Utilised under Facility C (and Facility D, if applicable) and closing out of all derivative transactions thereunder.

For the purposes of this Clause ‎22.17 “control” and “means of control” shall have the meaning ascribed to them in the Securities Law.

Notwithstanding anything to the contrary in this Clause ‎22, in the event that the Lender reasonably believes that a delay in acting pursuant to Clause ‎22.19 below due to the operation of any cure period specified under the Finance Documents would materially prejudice the ability of the Lender to receive payment in full of any amount then outstanding under the Finance Documents (including as a consequence of the realisation of the securities pledged thereunder), such that an immediate action is unavoidably required to preserve the Lender’s rights under the Finance Documents or to permit recovery, the Lender may, by written notice to the Borrowers, shorten or cancel any such cure period.

On and at any time after the occurrence of an Event of Default, so long as the Default is continuing, the Lender may:

(the “New Lender”).

If following any assignment as set out in Clause ‎23.1, there shall be more than one Lender hereunder, the Lenders shall enter, as a condition to such assignment, into an intercreditor agreement in connection with their participations in the Facilities. In such case, the Borrower shall agree to the appointment of the Lender as facility agent and security agent on behalf of the Lender, under terms to be agreed between the Lenders.

Assignments and transfer by the Borrower

The Borrowers may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents.