Exhibit
10.1





 


Amendment
No. 3 to the Credit Agreement


 


This
Amendment to the Credit Agreement, as defined below (the “Amendment”) is made and entered into as of October 31, 2022, by
and among, Powerfleet Israel Ltd. (registration no. 51-598400-3), Pointer Telocation Ltd. (registration no. 52-004147-6) (collectively,
the “Borrowers”) and Bank Hapoalim B.M. (the “Lender”).


 


	Whereas	On
    19 August, 2019 the Borrowers and the Lender entered into a credit agreement, as supplemented on October 3, 2019, and amended on
    January 7, 2020 and on August 1, 2021, and as may be amended, restated, varied, novated or supplemented from time to time (the “Credit
    Agreement”);
	 	 
	Whereas	the
    parties to the Credit Agreement mutually desire to make certain changes to the terms and conditions of the Credit Agreement, further
    as detailed in this Amendment.


 


Now
therefore, the parties hereto represent, warrant, covenant and agree as follows:


 


	1.	Facility
                                            D



 


		1.1.	On
                                            the date hereof, a new facility shall be extended to Pointer, in an amount of up to US $
                                            10,000,000 (“Facility D”).



 


		1.2.	Facility
                                            D shall be extended in a new account opened by Pointer with the Lender prior to the date
                                            hereof, account no. 549988, held with branch 600 of the Lender (the “New Account”).



 


		1.3.	As
                                            conditions precedent to the execution of the Amendment and to the extension of Facility D
                                            hereunder, Pointer shall:



 


		1.3.1.	Deliver
                                            to the Lender the following documents, duly executed:



 


		1.3.1.1.	All
                                            Standard Form Documents required by it in connection with the opening of the New Account,
                                            the extension and utilization of Facility D;



 


		1.3.1.2.	A
                                            first ranking fixed pledge and assignment by way of a pledge by Pointer over the New Account
                                            and all of its rights relating thereunder, in form and substance satisfactory to the Lender;



 


		1.3.1.3.	An
                                            amendment to the corporate guarantee provided by Pointer Holdco pursuant to Clause 17.2(a)
                                            of the Credit Agreement attached as “appendix A” to this Amendment, including
                                            Pointer Holdco’s resolution approving such amendment, and a notice to Pointer HoldCo
                                            with respect to such amendment.



 


		2.	Amendments



 


		2.1.	In
                                            the Table of Contents, Clause 6 shall be replaced by the following heading: “Utilisation
                                            - Facility C and Facility D”.



 


		2.2.	In
                                            Clause 1.1:



 


		2.2.1.	In
                                            the definition of “Availability Period”, a new paragraph (c) shall be added,
                                            as follows: “(c) With respect to Facility D, a period of one month, commencing on 31
                                            October 2022, which shall revolve for a period of one month each time (the “Revolving
                                            Date”), until, and including, 30 October 2023, unless the Borrowers delivered to the
                                            Lender a 7 days’ prior notice of their request not to renew the facility. Each revolved
                                            facility shall be subject to the terms and conditions set forth under Finance Documents,
                                            provided that the interest rates applicable with respect to Facility D shall be the applicable
                                            interest rates on each Revolving Date, as shall be notified to Pointer by the Lender at least
                                            14 days prior to the Revolving Date (provided that to the extent not notified otherwise by
                                            the Lender 14 days prior to the applicable Revolving Date, the applicable interest rates
                                            of such Revolving Date shall be the interest rates applicable to Facility D as of the preceding
                                            Revolving Date)”.



 


		2.2.2.	After
                                            the definition of “Available Facility under Facility C” a new definition shall
                                            be added, as follows:
	 	 	““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.”.









  






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		2.2.3.	In
                                            the definition of “Commitment”, the following shall be added after the words
                                            “pursuant to Clause 2.1(c): “and the amount of Facility D pursuant to Clause
                                            2.1(d)”



 


		2.2.4.	In
                                            the definition of “Facilities” the following shall be added after the words “Facility
                                            C”: “and Facility D”.



 


		2.2.5.	After
                                            the definition of “Facility C” a new definition shall be added, as follows: ““Facility
                                            D” means “the facility made available under this Agreement as described in Clause
                                            2.1(d).”



 


		2.2.6.	In
                                            the definition of “Pointer Charged Account” after the sentence “and account
                                            number 543203 at Bank Hapoalim B.M., Branch no. 600, in the name of Pointer”, the following
                                            shall be added: “and account number 549988 at Bank Hapoalim B.M., Branch no. 600, in
                                            the name of Pointer”.



 


		2.2.7.	In
                                            the definition of “Standard Form Documents” after the words “Facility C”
                                            the following shall be added: “and Facility D”.





 





		2.2.8.	The
                                            definition of “Utilisation”, shall be deleted and replaced by the following definition:
	 	 	 
	 	 	““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.”






 





		2.3.	In
                                            Clause 2.1, a new paragraph (d) shall be added, as follows: “(d) Pointer, a facility
                                            in an aggregate amount of US $10,000,000 (“Facility D”), to be calculated and
                                            made available to Pointer pursuant to Clause 6.5.”.
	 	 	 
	 	2.4.	In
                                            Clause 3.1 a new paragraph (c) shall be added, as follows: “(c) Amounts borrowed by
                                            Pointer under Facility D, shall be applied towards general corporate purposes, including
                                            working capital.
	 	 	 
	 	2.5.	In
                                            Clause 4.3, in each case (including the heading), after the words “Facility C”,
                                            the words “and Facility D” shall be added.
	 

                                                     
		 
	 	2.6.	Clause
                                            6 shall be amended as follows:



 


	 	2.6.1.	In
                                            the heading, after the words “Facility C”, the words “and Facility D”
                                            shall be added.
	 	 	 
	 	2.6.2.	In
                                            Clause 6.1(a), (b) and (c), in each case, after the words “Facility C”, the words
                                            “and Facility D” shall be added, and in paragraph (c)(ii) after the words “Facility
                                            C” the words “or Facility D, as applicable” shall be added.
	 	 	 
	 	2.6.3.	in
                                            Clause 6.2(a) after the word “USD” the following shall be added: “(and
                                            with respect to Facility D – only USD)”.
	 	 	 
	 	2.6.4.	In
                                            Clause 6.2(b) after the words “Facility C” the words “or Facility D, as
                                            applicable.” shall be added.
	 	 	 
	 	2.6.5.	In
                                            Clause 6.3, after the words “Facility C”, the words “and Facility D”
                                            shall be added.
	 	 	 
	 	2.6.6.	In
                                            Clause 6.4, a new paragraph (c) shall be added, as follows: “The type of credit available
                                            under Facility D shall be: debitory account facility (Hahad) in foreign currency”.
	 	 	 
	 	2.6.7.	In
                                            the heading of Clause 6.5, after the words “Facility C”, the words “and
                                            Facility D” shall be added.













 






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	 	2.7.	In
    Clause 6.5, a new paragraph (c) shall be added, as follows: “(c) The calculation of the Available Facility under Facility D,
    at any applicable calculation date, shall be made pursuant to the Standard Form Documents.”.
	 	 	 
	 	2.8.	In
    Clause 7.1(b) after the words “Facility C”, the words “and Facility D” shall be added.
	 	 	 
	 	2.9.	In
    Clause 7.3, after the words “Facility C”, the words “and Facility D” shall be added.
	 	 	 
	 	2.10.	In
    Clause 8.1(a)(ii), after the words “Facility C”, the words “and Facility D” shall be added.
	 	 	 
	 	2.11.	In
    Clause 9.1, a new paragraph (d) shall be added, 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.”.
	 	 	 
	 	2.12.	In
    Clause 9.2(b) after the words “under Facility C” the following shall be added: “and the debitory account facility
    (Hahad) under Facility D” .
	 	 	 
	 	2.13.	In
    Clause 9.3 after the words “under Facility C” the following shall be added: “and the debitory account facility
    (Hahad) under Facility D”.
	 	 	 
	 	2.14.	In
    Clause 10.2, in the heading, after the words “Facility C”, the words “and Facility D” shall be added, and
    in the following paragraph, after the words “Facility C”, the words “and the debitory account facility (Hahad)
    under Facility D” shall be added.
	 	 	 
	 	2.15.	In
    Clause 10.3(b), after the words “Facility C”, the words “and Facility D” shall be added.
	 	 	 
	 	2.16.	In
    Clause 11.2, in the heading, after the words “Facility C”, the words “and Facility D” shall be added, and
    a new paragraph (c) shall be added, as follows: “(c) In addition, Pointer shall pay to the Lender a non utilisation fee at
    the rate of 0.5% per annum with respect to any unutilized and uncancelled amount of Facility D. the amount of such fee shall be paid
    in USD (without double counting similar fee detailed in the Standard Form Documents related to Facility D). Such fee shall be payable
    in the beginning of each month.”.
	 	 	 
	 	2.17.	In
    Clause 11.6, a new paragraph shall be added as follows: “Without derogating from the aforesaid, it is agreed that the Borrowers
    shall pay the Lender an Handling Fee with respect to Facility D in accordance with the Lender’s price list (Taarifon), and
    subject to a 50% discount on the listed amount, in a total amount of NIS25,200 (without double counting similar fee detailed in the
    Standard Form Documents related to Facility D).”
	 	 	 
	 	2.18.	In
    Clause 17.2(a), after the words “Facility C”, the words “and Facility D” shall be added.
	 	 	 
	 	2.19.	In
    Clause 21.7, after the sentence “cancellation in full of all Commitments under Facility C” the words “and Facility
    D” shall be added, and after the words “any guarantee or documentary credit Utilised under Facility C” the words
    “and Facility D (if applicable)” shall be added.
	 	 	 
	 	2.20.	In
    Clause 22.17 after the sentence “cancellation in full of all Commitments under Facility C” the words “and Facility
    D” shall be added, and after the words “any guarantee or documentary credit Utilised under Facility C” the words
    “and Facility D (if applicable)” shall be added.
	 	 	 
	 	2.21.	Clause
    28.2(a) shall be deleted and replaced by the following:


 









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“The
address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for
any communication or document to be made or delivered under or in connection with the Finance Documents is:


 


in
the case of the Borrowers:


 


Pointer
Telocation Ltd. 


 


	 	Attention:	Mr.
  Joaquin Fong, Global Controller; Mr. Ilan Goldstein, CEO; Mr. Ilan Ofir, Head of Finance
	 	Telephone:	03-572-3111
	 	E-Mail:	JFong@powerfleet.com
  ; IlanG@pointer4u.co.il ; IlanO@pointer.com
	 	Address:	Rosh
  Ha’ Ayin 4809133




 


Powerfleet
Israel Ltd.


 


	 	Attention:	Mr.
  Joaquin Fong, Global Controller
	 	Telephone:	(201)
  678-7733
	 	E-Mail:	JFong@powerfleet.com
	 	Address:	Hamelacha
  14, Rosh HaAyin 4809133”




 


		2.22.	Clause
                                            28(b) shall be deleted and replaced by the following:



 


“in
the case of the Lender:


 


Bank
Hapoalim B.M.


 


		Attention:	Ms.
                                            Dorit Katz Levi (Client Relations Manager, Industry, Commerce and Hotels Sector at the Business
                                            Division); Mr. Shay Sasson (Head of Industry, Commerce and Hotels Sector at the Business
                                            Division)
		Telephone:	03-5674414;
                                            03-5675776
		E-Mail:	droit.katz@poalim.co.il
                                            ; shay.sasson@poalim.co.il
		Address:	23
                                            Menachem Begin Rd. Tel-Aviv, Israel”



 


or
any substitute address or fax number or department or officer as the Party may notify to the other Party by not less than ten (10) Business
Days’ notice.


 


		3.	Miscellaneous



 


		3.1.	Save
                                            to the extent expressly amended in the preceding paragraph of this Amendment, all other provisions
                                            of the Credit Agreement shall remain un-amended and continue to apply in full force and effect
                                            among the parties to the Credit Agreement, as amended hereby.



 


		3.2.	This
                                            Amendment shall be governed by the terms and conditions of the Credit Agreement.



 


		3.3.	Each
                                            capitalized term used in this Amendment and not explicitly defined otherwise herein, shall
                                            have the meaning ascribed thereto in the Credit Agreement.



 


[Signature
pages follow]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written.


 


The
Borrowers








 





	PowerFleet
                                            Israel Ltd.
	 
	 	 
	By: 	/s/ Yinon
    Gelman	 
	 	 	 
	By: 	/s/
    Ilan Goldstein	 


 





Attorney
Confirmation


 


I,
the undersigned, legal counsel of PowerFleet Israel Ltd. (the “Company”), hereby confirm that Yinon Gelman, Ilan Goldstein,
is duly authorized to sign this Amendment for and on behalf of the Company, and that his signature together with the printed name of
the Company is binding the Company for all purposes in relation to this Amendment.


 


Date:
November 2, 2022


 


	/s/
  Tamar Abergel, Adv.	




 




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	Pointer
                                            Telocation Ltd.
	
	 	 
	By: 	/s/ Yinon
    Gelman	 





 


Attorney
Confirmation


 


I,
the undersigned, legal counsel of Pointer Telocation Ltd. (the “Company”), hereby confirm that Yinon Gelman, is duly authorized
to sign this Amendment for and on behalf of the Company, and that his signature together with the printed name of the Company is binding
the Company for all purposes in relation to this Amendment.


 


Date:
November 2, 2022


 


	/s/
    Tamar Abergel, Adv.	 


 




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The
Lender


 


	Bank
                                            Hapoalim B.M.


	
	 	 
	By: 	/s/
    Dorit Katz	 
	 	 	 
	By: 	/s/
    Yonit Avishai	 



 




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