Powerfleet, Inc.

As disclosed in Note 24 to our consolidated financial statements contained in Item 1 of Part I of this Quarterly Report on Form 10-Q, on February 5, 2026, we, together with MiX Telematics, I.D. Systems and Canadian SPV, each a wholly owned subsidiary of our company, entered into the New Facilities Agreement with RMB, pursuant to which RMB has agreed to provide us and MiX Telematics with the New RMB Facilities, composed of New RMB Facility A in the aggregate principal amount of $10 million and New RMB Facility B in the aggregate principal amount of 180,000,000.

The proceeds of the New RMB Facilities may be used by the RMB Borrowers for general corporate purposes only.

Our obligations under the New RMB Facilities are guaranteed, on a joint and several basis, by the RMB Guarantors. The New RMB Facilities are secured by second priority security interests over the entire share capital of I.D. Systems, Canadian SPV and MS2000. We are required to cause MS2000 to accede as an additional guarantor within 60 days after the closing date, subject to the terms of the New Facilities Agreement.

The New RMB Facilities will mature one year from closing. Loans made under the New RMB Facilities may be voluntarily prepaid, in whole or in part, without penalty or premium, at any time upon prior written notice. In addition, the New Facilities Agreement provides for certain customary mandatory prepayment requirements.

We are required to pay a non-refundable upfront fee in the amount of $0.1 million. In addition, we are required to pay a commitment fee on the undrawn portion of each New RMB Facility during the availability period, calculated at a rate equal to (i) 35% per annum of the applicable margin if utilization is less than 50% of the relevant New RMB Facility, (ii) 20% per annum of the applicable margin if utilization is equal to or greater than 50% of New RMB Facility A, and (iii) 26% per annum of the applicable margin if utilization is equal to or greater than 50% of New RMB Facility B.

New RMB Facility A bears interest at 2.50% per annum (provided no event of default is continuing), plus the three-month SOFR reference rate (or, if unavailable, an interpolated, historic or interpolated historic SOFR rate, or, if none of the foregoing are available, the three-month Treasury bill rate). New RMB Facility B bears interest at 1.95% per annum (provided no event of default is continuing), plus the South African rand overnight index average. Interest is payable quarterly in arrears.

The New Facilities Agreement contains certain customary affirmative and negative covenants, including financial covenants with respect to (a) the ratio of our consolidated total net borrowings to consolidated EBITDA, which must be less than (i) 3.00 at March 31, 2026, and (ii) 2.75 at each measurement date thereafter from and including June 30, 2026, and (b) the ratio of our consolidated EBITDA to consolidated total finance costs, which must exceed (i) 3.00 from and including March 31, 2026 to, but excluding, September 29, 2026 and (ii) 3.50 thereafter. The New Facilities Agreement also includes an equity cure right, subject to customary timing, frequency and use limitations.