### SC 13E3 - SC 13E3
SC 13E3
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ny20068726x2_sc13e3.htm
SC 13E3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER
SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
KORE Group Holdings, Inc.
(Name of the Issuer)
KORE Group Holdings, Inc.
KONA Merger Sub Co
KONA Parent, L.P.
KONA Parent GP, LLC
Searchlight IV KOR, L.P.
Andrew Frey
ABRY Partners VII, L.P.
ABRY Partners VII Co-Investment Fund, L.P.
ABRY Investment Partnership, L.P.
ABRY Senior Equity IV, L.P.
ABRY Senior Equity IV Co-Investment Fund, L.P.
(Names of Persons Filing Statement)
Common Stock, $0.0001 par value
(Title of Class of Securities)
50066V305
(CUSIP Number of Class of Securities)
Jack W. Kennedy Jr.
Executive Vice President, Chief Legal Officer and Secretary
KORE Group Holdings, Inc.
1155 Perimeter Center West, 11th Floor
Atlanta, GA 30338
877-710-5673
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Persons Filing Statement)
With copies to
Coburn R. Beck,
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Steven A. Cohen
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Joshua Korff P.C.
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Paul Davis Fancher |
Wachtell, Lipton, Rosen & Katz |
Kirkland & Ellis LLP |
Troutman Pepper Locke LLP
600 Peachtree Street NE, Suite 3000
Atlanta, Georgia 30308
(404) 885-3000
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51 West 52nd Street
New York, NY 10019
(212) 403-1000
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601 Lexington Avenue
New York, NY 10022
(212) 446-4800
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This statement is filed in connection with (check the appropriate box):
a. |
☒
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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b. |
☐
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The filing of a registration statement under the Securities Act of 1933. |
c.
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☐
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A tender offer. |
d.
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☐
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒
Check the following box if the filing is a final amendment reporting the results of the transaction: ☐
INTRODUCTION
This Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Schedule 13E-3” or “Transaction Statement”), is being filed with the United States Securities and Exchange Commission (the
“SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the
“Filing Persons”): (i) KORE Group Holdings, Inc. (“KORE” or the “Company”), a Delaware corporation and the issuer of the common stock, par value $0.0001 per share (the “Shares”), that is subject to the Rule 13e-3 transaction, (ii) KONA Parent, L.P.,
a Delaware limited partnership (“Parent”), (iii) KONA Merger Sub Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), (iv) Searchlight IV KOR, L.P., a Delaware limited partnership and stockholder of the Company
(“Searchlight IV KOR”), (v) KONA Parent GP, LLC, a Delaware limited liability company and the general partner of Parent (“Parent GP”), (vi) Andrew Frey, the sole member of Parent GP, (vii) ABRY Partners VII, L.P., a Delaware limited partnership and
stockholder of the Company (“Abry Partners VII”), (viii) ABRY Partners VII Co-Investment Fund, L.P., a Delaware limited partnership and stockholder of the Company (“Abry Partners VII Co-Investment”), (ix) ABRY Investment Partnership, L.P., a Delaware
limited partnership and stockholder of the Company (“Abry Investment”), (x) ABRY Senior Equity IV, L.P., a Delaware limited partnership and stockholder of the Company (“Abry Senior Equity”) and (xi) ABRY Senior Equity IV Co-Investment Fund, L.P., a
Delaware limited partnership and stockholder of the Company (“Abry Senior Equity IV Co-Investment”). Parent, Merger Sub, Searchlight IV KOR, Parent GP, Andrew Frey, Abry Partners VII, Abry Partners VII Co-Investment, Abry Investment, Abry Senior
Equity and Abry Senior Equity IV Co-Investment are Filing Persons of this Transaction Statement because they are affiliates of the Company under the SEC rules governing “going-private” transactions.
On February 26, 2026, the Company entered into an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) with Parent and Merger Sub, pursuant to
which, subject to the terms and conditions thereof, Merger Sub will merge with and into the Company (the “Merger”) with the Company continuing as the surviving corporation and a subsidiary of Parent.
In connection with the Merger Agreement, Parent has obtained equity financing commitments from Searchlight Capital IV, L.P., Searchlight Capital IV PV-A, L.P., and Searchlight Capital IV PV-B, L.P. (together, the
“Guarantors”) in an aggregate amount of $175,000,000 to fund the transactions contemplated by the Merger Agreement (the “Equity Commitment Letter”). The consummation of the Merger is not subject to a financing condition. The Company is entitled to
specific performance, subject to the terms and conditions of the Merger Agreement and the Equity Commitment Letter, to require each Guarantor to fund its respective equity commitment and Parent to close the Merger, if, among other things, all closing
conditions are met. In addition, concurrently with the execution of the Merger Agreement, the Guarantors also entered into a limited guaranty with the Company (the “Limited Guaranty”) pursuant to which the Guarantors have provided a limited guaranty
with respect to the payment of their pro rata portion of certain payment obligations of Parent and Merger Sub that may be owed to the Company under the Merger Agreement up to the applicable aggregate amount set forth in the Limited Guaranty.
Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (other than
Shares that are (i) to be cancelled or converted in accordance with the Merger Agreement or (ii) held by any person who properly exercises appraisal rights under Delaware law (collectively, the “Excluded Shares”)) shall be converted into the right to
receive an amount in cash equal to $9.25 per share, without interest (the “Merger Consideration”), subject to any withholding of taxes required by applicable law.
Pursuant to the Merger Agreement, each restricted stock unit (“RSU”) outstanding immediately prior to the Effective Time will be automatically converted into a right to receive a cash-based award (a “Parent Equity Cash
Award”) in an amount equal to the product of (i) the number of Shares subject to such RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration. Each Parent Equity Cash Award will remain outstanding after the Effective
Time and will be subject to the same terms and conditions that applied to the corresponding RSU immediately prior to the Effective Time, including the applicable vesting schedule, acceleration (including double-trigger vesting protection) and
payment-timing provisions.
Pursuant to the Merger Agreement, long-term cash awards that are subject to performance-based vesting conditions and are outstanding immediately prior to the Effective Time (“Performance Cash Awards”) will remain
outstanding after the Effective Time and will continue to be eligible to vest and become payable upon achievement, through the end of the applicable performance period, of the performance-based vesting conditions applicable to such Performance Cash
Awards immediately prior to the Effective Time, subject to the same terms and conditions that applied to such Performance Cash Award prior to the Effective Time, including vesting schedule, acceleration (including double-trigger vesting protection)
and payment-timing provisions. Long-term cash awards that are subject only to service-based vesting conditions (or that were previously subject to performance-based vesting conditions with respect to which the performance period ended prior to the
Effective Time) and are outstanding immediately prior to the Effective Time (“Service Cash Awards”) will remain outstanding after the Effective Time and will continue to be eligible to vest and become payable upon satisfaction of the applicable
service-based vesting conditions in effect immediately prior to the Effective Time, subject to the same terms and conditions that applied to such Service Cash Award prior to the Effective Time, including vesting schedule, acceleration (including
double-trigger vesting protection) and payment-timing provisions.
Concurrently with the execution of the Merger Agreement, the Company entered into a Rollover, Voting and Support Agreement with Searchlight IV KOR, pursuant to which, among other things, Searchlight IV KOR has agreed to
vote (or cause to be voted) all of its shares of Company common stock in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement and to contribute all of such shares to
Parent immediately prior to the Effective Time. The Company also entered into (i) a Voting and Support Agreement with Cerberus Telecom Acquisition Holdings, LLC (“Cerberus”), pursuant to which, among other things, Cerberus has agreed to vote (or
cause to be voted) all of the shares of Company Common Stock held by it in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement; (ii) Voting and Support Agreements
with Abry Investment, Abry Senior Equity, and Abry Senior Equity IV Co-Investment (together, the “ABRY Support Entities”), and Rollover, Voting and Support Agreements with Abry Partners VII and Abry Partners VII Co-Investment (together, the “ABRY
Rollover Entities” and, together with the ABRY Support Entities, the “ABRY Entities”), pursuant to which, among other things, the ABRY Entities have agreed to vote (or cause to be voted) all of the shares of Company common stock held by the ABRY
Entities in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement and to contribute all shares of Company common stock held by the ABRY Rollover Entities to Parent
immediately prior to the Effective Time; (iii) a Rollover, Voting and Support Agreement with Dotmar Investments Limited, pursuant to which, among other things, Dotmar Investments Limited has agreed to vote (or cause to be voted) all of its shares of
Company common stock in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement and to contribute all of such shares to Parent immediately prior to the Effective Time
(“Dotmar Rollover Agreement”); (iv) a Rollover, Voting and Support Agreement with Richard Burston, pursuant to which, among other things, Richard Burston has agreed to vote (or cause to be voted) all of his shares of Company common stock in favor of
the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement and to contribute all of such shares to Parent immediately prior to the Effective Time (“Burston Rollover Agreement”); and
(v) a Rollover, Voting and Support Agreement with Terrdian Holdings Inc., pursuant to which, among other things, Terrdian Holdings Inc. has agreed to vote (or cause to be voted) all of its shares of Company common stock in favor of the adoption of
the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement and to contribute all of such shares to Parent immediately prior to the Effective Time (“Terrdian Rollover Agreement” and, together with
the Dotmar Rollover Agreement and the Burston Rollover Agreement, the “Additional Rollover Agreements”).
Concurrently with the filing of this Schedule 13E-3, the Company is filing with the SEC a preliminary proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, relating to a special meeting of the
stockholders of the Company (the “Special Meeting”) at which the stockholders of the Company will consider and vote upon, among other things, a proposal to adopt the Merger Agreement. The adoption of the Merger Agreement will require the affirmative
vote (in person or by proxy) of the holders of (a) a majority of the outstanding shares of Company common stock entitled to vote thereon and (b) a majority of votes cast by the Disinterested Stockholders (as defined in the Proxy Statement). A copy of
the Proxy Statement is attached hereto as Exhibit (a)(2)(i) and incorporated herein by reference. A copy of the Merger Agreement is attached hereto as Exhibit (d)(i) and is also included as Annex A to the Proxy Statement and incorporated herein by
reference.
The board of directors of the Company (the “Board”) formed a special committee of independent and disinterested members of the Board (the “Special Committee”) to, among other things, evaluate the Merger, and the Special
Committee has by unanimous vote (a) determined that the Merger Agreement, the related transaction documents and the transactions contemplated thereby, including the Merger, are fair, advisable and in the best interests of, the Company and its
stockholders (including the Disinterested Stockholders); (b) approved, adopted and declared advisable the Merger Agreement, the related transaction documents and the transactions contemplated thereby, including the Merger; (c) approved the execution
and delivery of the Merger Agreement, the related transaction documents, the performance by the Company of its covenants and other obligations contained therein, and the consummation of the Merger and the other transactions contemplated thereby upon
the terms and subject to the conditions contained therein, including approval and adoption of the Merger Agreement by the stockholders of the Company; (d) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders
of the Company at a meeting of the stockholders of the Company; and (e) recommended that the stockholders of the Company vote in favor of the adoption of the Merger Agreement in accordance with the DGCL.
The Board, acting upon the recommendation of the Special Committee, has by unanimous vote of those directors present at a special meeting of the Board held on February 26, 2026 (a) determined that the Merger Agreement
and the transactions contemplated thereby, including the Merger, are fair, advisable and in the best interests of, the Company and its stockholders (including the Disinterested Stockholders); (b) approved, adopted and declared advisable the Merger
Agreement and the transactions contemplated thereby, including the Merger; (c) approved the execution and delivery of the Merger Agreement, the performance by the Company of its covenants and other obligations contained herein, and the consummation
of the Merger and the other transactions contemplated hereby upon the terms and subject to the conditions contained therein, including approval and adoption of the Merger Agreement by the stockholders of the Company; (d) directed that the adoption of
the Merger Agreement be submitted to a vote of the stockholders of the Company at a meeting of the stockholders of the Company; and (e) recommended that the stockholders of the Company vote in favor of the adoption of the Merger Agreement in
accordance with the DGCL.
The Merger is subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including the approval and adoption of the Merger Agreement by the Company’s stockholders.
The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of
Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all appendices thereto, is incorporated in its entirety herein by reference, and the responses to each item in this
Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the appendices thereto.
As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion and/or amendment. This Schedule 13E-3 will be amended to reflect such completion or amendment of the Proxy Statement.
Capitalized terms used but not expressly defined in this Schedule 13E-3 shall have the respective meanings given to them in the Proxy Statement.
The information concerning the Company contained in, or incorporated by reference into this Schedule 13E-3 and the Proxy Statement was supplied by the Company. Similarly, all information concerning each other Filing
Person contained in, or incorporated by reference into this Schedule 13E-3 and the Proxy Statement was supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other
Filing Person.
Item 1. |
Summary Term Sheet
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The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
Item 2. |
Subject Company Information
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(a) Name and Address . The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“THE PARTIES TO THE MERGER”
(b) Securities . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“THE SPECIAL MEETING — Record Date and Stockholders Entitled to Vote”
“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Beneficial Ownership of Common Stock by Management, Directors and Holders of 5% or More of Common Stock”
“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Market Price of Shares and Dividends”
(c) Trading Market and Price . The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“SUMMARY TERM SHEET”
“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Market Price of Shares and Dividends”
(d) Dividends . The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Market Price of Shares and Dividends”
(e) Prior Public Offerings . The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Prior Public Offerings”
(f) Prior Stock Purchases . The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Certain Transactions in the Shares of Company Common Stock”
“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Past Contacts, Transactions, Negotiations and Agreements”
Item 3. |
Identity and Background of Filing Person
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(a)–(c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. KORE Group Holdings, Inc. is the subject company. The information set
forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“THE PARTIES TO THE MERGER”
“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY”
“WHERE YOU CAN FIND ADDITIONAL INFORMATION”
Item 4. |
Terms of the Transaction
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(a)(1) Tender Offers . Not Applicable.
(a)(2) Merger or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Recommendation of the Special Committee”
“SPECIAL FACTORS — Recommendation of the Board”
“SPECIAL FACTORS — Reasons for the Merger”
“SPECIAL FACTORS — Certain Financial Forecasts”
“SPECIAL FACTORS — Opinion of Rothschild & Co US Inc.”
“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”
“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities and Abry Entities for the Merger”
“SPECIAL FACTORS — Position of the Searchlight Entities and Abry Entities as to the Fairness of the Merger”
“SPECIAL FACTORS — Plans for the Company After the Merger”
“SPECIAL FACTORS — Certain Effects of the Merger”
“SPECIAL FACTORS — Effects on the Company if the Merger Is Not Consummated”
“SPECIAL FACTORS — Alternatives to the Merger”
“SPECIAL FACTORS — Financing of the Merger”
“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS — Material U.S. Federal Income Tax Consequences of the Merger”
“SPECIAL FACTORS — Regulatory Approvals in Connection with the Merger”
“SPECIAL FACTORS — Delisting and Deregistration of Company Common Stock”
“SPECIAL FACTORS — Accounting Treatment”
“THE SPECIAL MEETING — Vote Required”
“THE MERGER AGREEMENT”
“THE VOTING AND SUPPORT AND ROLLOVER AGREEMENTS”
“DELISTING AND DEREGISTRATION OF COMMON STOCK”
Annex A — Agreement and Plan of Merger
(c) Different Terms . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS — Plans for the Company After the Merger”
“SPECIAL FACTORS — Certain Effects of the Merger”
“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS — Financing of the Merger”
“THE MERGER AGREEMENT — Consideration To Be Received in the Merger”
“THE MERGER AGREEMENT — Treatment of Company Equity Awards and Cash Awards”
“THE VOTING AND SUPPORT AND ROLLOVER AGREEMENTS”
“PROPOSAL 2: ADVISORY COMPENSATION PROPOSAL”
Annex A — Agreement and Plan of Merger
Annex B — Voting and Support Agreement
Annex C — Rollover, Voting and Support Agreement
Annex D — Form of Abry Voting and Support Agreement
Annex E — Form of Abry Rollover, Voting and Support Agreement
The Additional Rollover Agreements are attached hereto as Exhibit (d)(vi) through and including Exhibit (d)(viii) and are each incorporated by reference herein.
(d) Appraisal Rights . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SPECIAL FACTORS — Appraisal Rights”
“THE SPECIAL MEETING — Appraisal Rights”
Annex A — Agreement and Plan of Merger
(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SPECIAL FACTORS — Recommendation of the Special Committee”
“SPECIAL FACTORS — Recommendation of the Board”
“SPECIAL FACTORS — Reasons for the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”
“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities and Abry Entities for the Merger”
“SPECIAL FACTORS — Position of the Searchlight Entities and Abry Entities as to the Fairness of the Merger”
“SPECIAL FACTORS — Provisions for Disinterested Stockholders”
(f) Eligibility for Listing or Trading . Not Applicable.
Item 5. |
Past Contacts, Transactions, Negotiations and Agreements
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(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS — Financing of the Merger”
“THE MERGER AGREEMENT”
“THE VOTING AND SUPPORT AND ROLLOVER AGREEMENTS”
“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Certain Transactions in the Shares of Company Common Stock”
“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Past Contacts, Transactions, Negotiations and Agreements”
“WHERE YOU CAN FIND ADDITIONAL INFORMATION”
Annex A — Agreement and Plan of Merger
Annex B — Voting and Support Agreement
Annex C — Rollover, Voting and Support Agreement
Annex D — Form of Abry Voting and Support Agreement
Annex E — Form of Abry Rollover, Voting and Support Agreement
The Additional Rollover Agreements are attached hereto as Exhibit (d)(vi) through and including Exhibit (d)(viii) and are each incorporated by reference herein.
(b) Significant Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Reasons for the Merger”
“SPECIAL FACTORS — Plans for the Company After the Merger”
“SPECIAL FACTORS — Certain Effects of the Merger”
“SPECIAL FACTORS — Financing of the Merger”
“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”
“THE MERGER AGREEMENT”
“THE MERGER AGREEMENT — Treatment of Company Equity Awards and Cash Awards”
“THE VOTING AND SUPPORT AND ROLLOVER AGREEMENTS”
“PROPOSAL 2: ADVISORY COMPENSATION PROPOSAL”
“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Past Contacts, Transactions, Negotiations and Agreements”
Annex A — Agreement and Plan of Merger
Annex B — Voting and Support Agreement
Annex C — Rollover, Voting and Support Agreement
Annex D — Form of Abry Voting and Support Agreement
Annex E — Form of Abry Rollover, Voting and Support Agreement
The Additional Rollover Agreements are attached hereto as Exhibit (d)(vi) through and including Exhibit (d)(viii) and are each incorporated by reference herein.
(c) Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”
“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Past Contacts, Transactions, Negotiations and Agreements”
(d) Conflicts of interest. Not Applicable.
(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Recommendation of the Special Committee”
“SPECIAL FACTORS — Recommendation of the Board”
“SPECIAL FACTORS — Reasons for the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”
“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities and Abry Entities for the Merger”
“SPECIAL FACTORS — Position of the Searchlight Entities and Abry Entities as to the Fairness of the Merger”
“SPECIAL FACTORS — Plans for the Company After the Merger”
“SPECIAL FACTORS — Certain Effects of the Merger”
“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS — Financing of the Merger”
“THE MERGER AGREEMENT”
“THE MERGER AGREEMENT — Treatment of Series A Preferred Stock”
“THE MERGER AGREEMENT — Treatment of Company Equity Awards and Cash Awards”
“THE MERGER AGREEMENT — Treatment of Company Warrants”
“THE VOTING AND SUPPORT AND ROLLOVER AGREEMENTS”
“PROPOSAL 2: ADVISORY COMPENSATION PROPOSAL”
“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Certain Transactions in the Shares of Company Common Stock”
“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Past Contacts, Transactions, Negotiations and Agreements”
“WHERE YOU CAN FIND ADDITIONAL INFORMATION”
Annex A — Agreement and Plan of Merger
Annex B — Voting and Support Agreement
Annex C — Rollover, Voting and Support Agreement
Annex D — Form of Abry Voting and Support Agreement
Annex E — Form of Abry Rollover, Voting and Support Agreement
The Additional Rollover Agreements are attached hereto as Exhibit (d)(vi) through and including Exhibit (d)(viii) and are each incorporated by reference herein.
Item 6. |
Purposes of the Transaction and Plans or Proposals
|
(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS — Recommendation of the Special Committee”
“SPECIAL FACTORS — Recommendation of the Board”
“SPECIAL FACTORS — Reasons for the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities and Abry Entities for the Merger”
“SPECIAL FACTORS — Plans for the Company After the Merger”
“SPECIAL FACTORS — Delisting and Deregistration of Company Common Stock”
“DELISTING AND DEREGISTRATION OF COMMON STOCK”
(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS — Plans for the Company After the Merger”
“SPECIAL FACTORS — Certain Effects of the Merger”
“SPECIAL FACTORS — Delisting and Deregistration of Company Common Stock”
“THE MERGER AGREEMENT”
“THE MERGER AGREEMENT — Consideration To Be Received in the Merger”
“DELISTING AND DEREGISTRATION OF COMMON STOCK”
Annex A — Agreement and Plan of Merger
(c)(1)–(8) Plans . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Recommendation of the Special Committee”
“SPECIAL FACTORS — Recommendation of the Board”
“SPECIAL FACTORS — Reasons for the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”
“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities and Abry Entities for the Merger”
“SPECIAL FACTORS — Position of the Searchlight Entities and Abry Entities as to the Fairness of the Merger”
“SPECIAL FACTORS — Plans for the Company After the Merger”
“SPECIAL FACTORS — Certain Effects of the Merger”
“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS — Financing of the Merger”
“SPECIAL FACTORS — Delisting and Deregistration of Company Common Stock”
“THE MERGER AGREEMENT”
“THE MERGER AGREEMENT — Parent Vote”
“THE MERGER AGREEMENT — Treatment of Series A Preferred Stock”
“THE MERGER AGREEMENT — Treatment of Company Equity Awards and Cash Awards”
“THE VOTING AND SUPPORT AND ROLLOVER AGREEMENTS”
“THE SPECIAL MEETING”
“PROPOSAL 2: ADVISORY COMPENSATION PROPOSAL”
“DELISTING AND DEREGISTRATION OF COMMON STOCK”
Annex A — Agreement and Plan of Merger
Annex B — Voting and Support Agreement
Annex C — Rollover, Voting and Support Agreement
Annex D — Form of Abry Voting and Support Agreement
Annex E — Form of Abry Rollover, Voting and Support Agreement
The Additional Rollover Agreements are attached hereto as Exhibit (d)(vi) through and including Exhibit (d)(viii) and are each incorporated by reference herein.
Item 7. |
Purposes, Alternatives, Reasons and Effects
|
(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Recommendation of the Special Committee”
“SPECIAL FACTORS — Recommendation of the Board”
“SPECIAL FACTORS — Reasons for the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”
“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities and Abry Entities for the Merger”
“SPECIAL FACTORS — Position of the Searchlight Entities and Abry Entities as to the Fairness of the Merger”
“SPECIAL FACTORS — Plans for the Company After the Merger”
“SPECIAL FACTORS — Certain Effects of the Merger”
(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Reasons for the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”
“SPECIAL FACTORS — Opinion of Rothschild & Co US Inc.”
“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities and Abry Entities for the Merger”
“SPECIAL FACTORS — Position of the Searchlight Entities and Abry Entities as to the Fairness of the Merger”
“SPECIAL FACTORS — Alternatives to the Merger”
(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Opinion of Rothschild & Co US Inc.”
“SPECIAL FACTORS — Reasons for the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”
“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities and Abry Entities for the Merger”
“SPECIAL FACTORS — Position of the Searchlight Entities and Abry Entities as to the Fairness of the Merger”
“SPECIAL FACTORS — Plans for the Company After the Merger”
“SPECIAL FACTORS — Certain Effects of the Merger”
“SPECIAL FACTORS — Alternatives to the Merger”
Annex I — Opinion of Rothschild & Co US Inc.
(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Recommendation of the Special Committee”
“SPECIAL FACTORS — Recommendation of the Board”
“SPECIAL FACTORS — Reasons for the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”
“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities and Abry Entities for the Merger”
“SPECIAL FACTORS — Position of the Searchlight Entities and Abry Entities as to the Fairness of the Merger”
“SPECIAL FACTORS — Plans for the Company After the Merger”
“SPECIAL FACTORS — Certain Effects of the Merger”
“SPECIAL FACTORS — Effects on the Company if the Merger Is Not Consummated”
“SPECIAL FACTORS — Alternatives to the Merger”
“SPECIAL FACTORS — Financing of the Merger”
“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS — Material U.S. Federal Income Tax Consequences of the Merger”
“SPECIAL FACTORS — Delisting and Deregistration of Company Common Stock”
“SPECIAL FACTORS — Accounting Treatment”
“THE MERGER AGREEMENT — Effects of the Merger”
“THE MERGER AGREEMENT — Directors and Officers of the Surviving Corporation”
“THE MERGER AGREEMENT — Consideration To Be Received in the Merger”
“THE MERGER AGREEMENT — Excluded Shares”
“THE MERGER AGREEMENT — Treatment of Series A Preferred Stock”
“THE MERGER AGREEMENT — Treatment of Company Equity Awards and Cash Awards”
“THE MERGER AGREEMENT — Treatment of Company Warrants”
“THE MERGER AGREEMENT — Payment for Securities; Surrender of Certificates”
“THE MERGER AGREEMENT — Dissenting Shares (Appraisal Rights)”
“THE MERGER AGREEMENT — Indemnification and Insurance”
“THE MERGER AGREEMENT — Employee Benefits Matters”
“THE MERGER AGREEMENT — Fees and Expenses”
“THE MERGER AGREEMENT — Withholding Taxes”
“PROPOSAL 2: ADVISORY COMPENSATION PROPOSAL”
“DELISTING AND DEREGISTRATION OF COMMON STOCK”
Annex A — Agreement and Plan of Merger
Item 8. |
Fairness of the Transaction
|
(a)–(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Recommendation of the Special Committee”
“SPECIAL FACTORS — Recommendation of the Board”
“SPECIAL FACTORS — Reasons for the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”
“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities and Abry Entities for the Merger”
“SPECIAL FACTORS — Position of the Searchlight Entities and Abry Entities as to the Fairness of the Merger”
“SPECIAL FACTORS — Opinion of Rothschild & Co US Inc.”
“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”
“THE MERGER AGREEMENT — Indemnification and Insurance”
Annex I — Opinion of Rothschild & Co US Inc.
The discussion materials prepared by Rothschild & Co US Inc. and provided to the Special Committee, dated April 9, 2025, July 29, 2025, September 30, 2025, October 19, 2025, November 4, 2025, November 14, 2025,
December 15, 2025, January 2, 2026, February 11, 2026, February 22, 2026 and February 26, 2026, are attached hereto as Exhibit (c)(ii) through and including Exhibit (c)(xii) and are each incorporated by reference herein.
(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Reasons for the Merger”
“THE MERGER AGREEMENT — Company Stockholder Meeting; Proxy Statement”
“THE MERGER AGREEMENT — Conditions of the Merger”
“THE SPECIAL MEETING — Record Date and Stockholders Entitled to Vote”
“THE SPECIAL MEETING — Quorum”
“THE SPECIAL MEETING — Vote Required”
“THE SPECIAL MEETING — Voting Procedures”
“THE SPECIAL MEETING — How Proxies Are Voted”
“THE SPECIAL MEETING — Revocation of Proxies”
Annex A — Agreement and Plan of Merger
(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Recommendation of the Special Committee”
“SPECIAL FACTORS — Recommendation of the Board”
“SPECIAL FACTORS — Reasons for the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”
“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities and Abry Entities for the Merger”
“SPECIAL FACTORS — Position of the Searchlight Entities and Abry Entities as to the Fairness of the Merger”
(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Recommendation of the Special Committee”
“SPECIAL FACTORS — Recommendation of the Board”
“SPECIAL FACTORS — Reasons for the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”
“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities and Abry Entities for the Merger”
“SPECIAL FACTORS — Position of the Searchlight Entities and Abry Entities as to the Fairness of the Merger”
(f) Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Recommendation of the Special Committee”
“SPECIAL FACTORS — Recommendation of the Board”
“SPECIAL FACTORS — Reasons for the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”
“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities and Abry Entities for the Merger”
“SPECIAL FACTORS — Position of the Searchlight Entities and Abry Entities as to the Fairness of the Merger”
“SPECIAL FACTORS — Alternatives to the Merger”
“THE MERGER AGREEMENT — No Solicitation; Change in Board Recommendation”
Annex A — Agreement and Plan of Merger
Item 9. |
Reports, Opinions, Appraisals and Negotiations
|
(a)–(c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents . The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference.
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Recommendation of the Special Committee”
“SPECIAL FACTORS — Recommendation of the Board”
“SPECIAL FACTORS — Reasons for the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”
“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities and Abry Entities for the Merger”
“SPECIAL FACTORS — Position of the Searchlight Entities and Abry Entities as to the Fairness of the Merger”
“SPECIAL FACTORS — Opinion of Rothschild & Co US Inc.”
“SPECIAL FACTORS – TD Cowen Preliminary and Illustrative Discussion Materials Provided to or on Behalf of Searchlight and/or Abry”
“WHERE YOU CAN FIND ADDITIONAL INFORMATION”
Annex I — Opinion of Rothschild & Co US Inc.
The discussion materials prepared by Rothschild & Co US Inc. and provided to the Special Committee, dated April 9, 2025, July 29, 2025, September 30, 2025, October 19, 2025, November 4, 2025, November 14, 2025,
December 15, 2025, January 2, 2026, February 11, 2026, February 22, 2026 and February 26, 2026, are attached hereto as Exhibit (c)(ii) through and including Exhibit (c)(xii) and are each incorporated by reference herein.
The preliminary and illustrative discussion materials of TD Securities (USA) LLC (“TD Cowen”) provided to or on behalf of Searchlight and/or Abry, dated August 2025, September 2025, October 2025, November 2025, December
2025 and January 2026, are attached hereto as Exhibit (c)(xiii) through and including Exhibit (c)(xxiii) and are each incorporated by reference herein.
The reports, opinions or appraisals referenced in this Item 9 are filed herewith or incorporated by reference herein and will be made available for inspection and copying at the principal executive offices of the Company
during its regular business hours by any interested holder of Shares or representative who has been designated in writing, and copies may be obtained by requesting them in writing from the Company at the email address provided under the caption “ Where You Can Find Additional Information ” in the proxy statement, which is incorporated herein by reference.
Item 10. |
Source and Amount of Funds or Other Consideration
|
(a)-(b) Source of Funds; Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS — Reasons for the Merger”
“SPECIAL FACTORS — Financing of the Merger”
“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”
“THE MERGER AGREEMENT — Closing and Effective Time of the Merger”
“THE MERGER AGREEMENT — Covenants Regarding Conduct of Business by the Company Pending the Closing”
“THE MERGER AGREEMENT — Conditions of the Merger”
Annex A — Agreement and Plan of Merger
(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SPECIAL FACTORS — Fees and Expenses”
“THE MERGER AGREEMENT — Termination of the Merger Agreement”
“THE MERGER AGREEMENT — Termination Fees”
“THE MERGER AGREEMENT — Fees and Expenses”
“THE SPECIAL MEETING — Solicitation of Proxies”
Annex A — Agreement and Plan of Merger
(d) Borrowed Funds .
“SPECIAL FACTORS — Financing of the Merger”
Item 11. |
Interest in Securities of the Subject Company
|
(a) Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”
“THE VOTING AND SUPPORT AND ROLLOVER AGREEMENTS”
“THE SPECIAL MEETING — Record Date and Stockholders Entitled to Vote”
“THE SPECIAL MEETING — Quorum”
“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY—Beneficial Ownership of Common Stock by Management, Directors and Holders of 5% or More of Common Stock”
Annex B — Voting and Support Agreement
Annex C — Rollover, Voting and Support Agreement
Annex D — Form of Abry Voting and Support Agreement
Annex E — Form of Abry Rollover, Voting and Support Agreement
The Additional Rollover Agreements are attached hereto as Exhibit (d)(vi) through and including Exhibit (d)(viii) and are each incorporated by reference herein.
(b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”
“THE MERGER AGREEMENT”
“THE VOTING AND SUPPORT AND ROLLOVER AGREEMENTS”
“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Certain Transactions in the Shares of the Company Common Stock”
Annex A — Agreement and Plan of Merger
Annex B — Voting and Support Agreement
Annex C — Rollover, Voting and Support Agreement
Annex D — Form of Abry Voting and Support Agreement
Annex E — Form of Abry Rollover, Voting and Support Agreement
The Additional Rollover Agreements are attached hereto as Exhibit (d)(vi) through and including Exhibit (d)(viii) and are each incorporated by reference herein.
Item 12. |
The Solicitation or Recommendation
|
(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Recommendation of the Special Committee”
“SPECIAL FACTORS — Recommendation of the Board”
“SPECIAL FACTORS — Reasons for the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”
“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities and Abry Entities for the Merger”
“SPECIAL FACTORS — Position of the Searchlight Entities and Abry Entities as to the Fairness of the Merger”
“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”
“THE MERGER AGREEMENT — Parent Vote”
“THE VOTING AND SUPPORT AND ROLLOVER AGREEMENTS”
“THE SPECIAL MEETING — Record Date and Stockholders Entitled to Vote”
“THE SPECIAL MEETING — Quorum”
“THE SPECIAL MEETING — Voting by Company Directors, Executive Officers and Principal Securityholders”
“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY—Beneficial Ownership of Common Stock by Management, Directors and Holders of 5% or More of Common Stock”
Annex B — Voting and Support Agreement
Annex C — Rollover, Voting and Support Agreement
Annex D — Form of Abry Voting and Support Agreement
Annex E — Form of Abry Rollover, Voting and Support Agreement
The Additional Rollover Agreements are attached hereto as Exhibit (d)(vi) through and including Exhibit (d)(viii) and are each incorporated by reference herein.
(e) Recommendation of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Recommendation of the Special Committee”
“SPECIAL FACTORS — Recommendation of the Board”
“SPECIAL FACTORS — Reasons for the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”
“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities and Abry Entities for the Merger”
“SPECIAL FACTORS — Position of the Searchlight Entities and Abry Entities as to the Fairness of the Merger”
Item 13. |
Financial Statements
|
(a) Financial Information. The audited financial statements set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025,
originally filed on March 31, 2026 (see pages 44 through 80 therein) are incorporated herein by reference. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS — Certain Financial Forecasts”
“SPECIAL FACTORS — Opinion of Rothschild & Co US Inc.”
“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Selected Historical Consolidated Financial Data”
“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Book Value per Share”
“WHERE YOU CAN FIND ADDITIONAL INFORMATION”
(b) Pro Forma Information . Not Applicable.
Item 14. |
Persons/Assets, Retained, Employed, Compensated or Used
|
(a)-(b) Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Recommendation of the Special Committee”
“SPECIAL FACTORS — Recommendation of the Board”
“SPECIAL FACTORS — Reasons for the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”
“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”
“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities and Abry Entities for the Merger”
“SPECIAL FACTORS — Position of the Searchlight Entities and Abry Entities as to the Fairness of the Merger”
“SPECIAL FACTORS — Fees and Expenses”
“THE MERGER AGREEMENT— Fees and Expenses”
“THE SPECIAL MEETING”
“THE SPECIAL MEETING — Solicitation of Proxies”
Item 15. |
Additional Information
|
(b) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS — Certain Effects of the Merger”
“THE MERGER AGREEMENT — Consideration To Be Received in the Merger”
“THE MERGER AGREEMENT — Treatment of Company Equity Awards and Cash Awards”
“PROPOSAL 2: ADVISORY COMPENSATION PROPOSAL”
Annex A — Agreement and Plan of Merger
(c) Other Material Information. The entirety of the Proxy Statement, including all appendices thereto, is incorporated herein by reference.
Item 16. |
Exhibits
|
The following exhibits are filed herewith:
Exhibit No.
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Description
|
|
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(a)(2)(i)
|
Preliminary Proxy Statement of KORE Group Holdings, Inc. (included in the Schedule 14A filed on April 14, 2026, and incorporated herein by reference) (the “Preliminary Proxy Statement”).
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|
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(a)(2)(ii)
|
Form of Proxy Card (included in the Preliminary Proxy Statement and incorporated herein by reference).
|
|
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(a)(2)(iii)
|
Letter to Stockholders (included in the Preliminary Proxy Statement and incorporated herein by reference).
|
|
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(a)(2)(iv)
|
Notice of Special Meeting of Stockholders (included in the Preliminary Proxy Statement and incorporated herein by reference).
|
|
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(a)(5)(i)
|
Press Release, dated February 27, 2026 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by KORE Group Holdings, Inc. with the Commission on February 27, 2026).
|
|
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(c)(i)
|
Opinion of Rothschild & Co US Inc., dated February 26, 2026 (included in the Preliminary Proxy Statement and incorporated herein by reference).
|
|
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(c)(ii)
|
Discussion materials prepared by Rothschild and Co US Inc., dated April 9, 2025, for the Special Committee of the Board of Directors of KORE Group Holdings, Inc.
|
|
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(c)(iii)
|
Discussion materials prepared by Rothschild and Co US Inc., dated July 29, 2025, for the Special Committee of the Board of Directors of KORE Group Holdings, Inc.
|
|
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(c)(iv)
|
Discussion materials prepared by Rothschild and Co US Inc., dated September 30, 2025, for the Special Committee of the Board of Directors of KORE Group Holdings, Inc.
|
|
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(c)(v)
|
Discussion materials prepared by Rothschild and Co US Inc., dated October 19, 2025, for the Special Committee of the Board of Directors of KORE Group Holdings, Inc.
|
|
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(c)(vi)
|
Discussion materials prepared by Rothschild and Co US Inc., dated November 4, 2025, for the Special Committee of the Board of Directors of KORE Group Holdings, Inc.
|
|
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(c)(vii)
|
Discussion materials prepared by Rothschild and Co US Inc., dated November 14, 2025, for the Special Committee of the Board of Directors of KORE Group Holdings, Inc.
|
|
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(c)(viii)
|
Discussion materials prepared by Rothschild and Co US Inc., dated December 15, 2025, for the Special Committee of the Board of Directors of KORE Group Holdings, Inc.
|
(c)(ix)
|
Discussion materials prepared by Rothschild and Co US Inc., dated January 2, 2026, for the Special Committee of the Board of Directors of KORE Group Holdings, Inc.
|
|
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(c)(x)
|
Discussion materials prepared by Rothschild and Co US Inc., dated February 11, 2026, for the Special Committee of the Board of Directors of KORE Group Holdings, Inc.
|
|
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(c)(xi)
|
Discussion materials prepared by Rothschild and Co US Inc., dated February 22, 2026, for the Special Committee of the Board of Directors of KORE Group Holdings, Inc.
|
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(c)(xii)
|
Discussion materials prepared by Rothschild and Co US Inc., dated February 26, 2026, for the Special Committee of the Board of Directors of KORE Group Holdings, Inc.
|
|
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(c)(xiii)
|
Discussion materials prepared by TD Securities (USA) LLC, dated August 2025, for ABRY Partners VII, L.P. and Searchlight IV KOR, L.P.
|
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(c)(xiv)
|
Discussion materials prepared by TD Securities (USA) LLC, dated September 2025, for ABRY Partners VII, L.P. and Searchlight IV KOR, L.P.
|
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(c)(xv)
|
Discussion materials prepared by TD Securities (USA) LLC, dated September 2025, for ABRY Partners VII, L.P.
|
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(c)(xvi)
|
Discussion materials prepared by TD Securities (USA) LLC, dated September 2025, for ABRY Partners VII, L.P.
|
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(c)(xvii)
|
Discussion materials prepared by TD Securities (USA) LLC, dated October 2025, for Searchlight IV KOR, L.P.
|
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(c)(xviii)
|
Discussion materials prepared by TD Securities (USA) LLC, dated October 2025, for ABRY Partners VII, L.P.
|
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(c)(xix)
|
Discussion materials prepared by TD Securities (USA) LLC, dated October 2025, for ABRY Partners VII, L.P. and Searchlight IV KOR, L.P.
|
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(c)(xx)
|
Discussion materials prepared by TD Securities (USA) LLC, dated November 2025, for ABRY Partners VII, L.P. and Searchlight IV KOR, L.P.
|
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(c)(xxi)
|
Discussion materials prepared by TD Securities (USA) LLC, dated December 2025, for ABRY Partners VII, L.P. and Searchlight IV KOR, L.P.
|
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(c)(xxii)
|
Discussion materials prepared by TD Securities (USA) LLC, dated January 2026, for ABRY Partners VII, L.P. and Searchlight IV KOR, L.P.
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(c)(xxiii)
|
Discussion materials prepared by TD Securities (USA) LLC, dated January 2026, for ABRY Partners VII, L.P. and Searchlight IV KOR, L.P.
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(d)(i)
|
Agreement and Plan of Merger, dated February 26, 2026, by and among KONA Parent, L.P., KONA Merger Sub Co. and KORE Group Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by C KORE
Group Holdings, Inc. with the Commission on February 27, 2026).
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(d)(ii)
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Voting and Support Agreement, dated February 26, 2026, by and between KORE Group Holdings, Inc., KONA Parent L.P., and Cerberus Telecom Acquisition Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K filed by KORE Group Holdings, Inc. with the Commission on February 27, 2026).
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(d)(iii)
|
Rollover, Voting and Support Agreement, dated February 26, 2026, by and between KORE Group Holdings, Inc., KONA Parent L.P., and Searchlight IV KOR, L.P. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K
filed by KORE Group Holdings, Inc. with the Commission on February 27, 2026).
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(d)(iv)
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Form of Voting and Support Agreement, dated February 26, 2026, by and between KORE Group Holdings, Inc., KONA Parent L.P., and each of ABRY Investment Partnership, L.P., ABRY Senior Equity IV, L.P., and ABRY Senior Equity IV
Co-Investment Fund, L.P. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by KORE Group Holdings, Inc. with the Commission on February 27, 2026).
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(d)(v)
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Form of Rollover, Voting and Support Agreement, dated February 26, 2026, by and between KORE Group Holdings, Inc., KONA Parent L.P., and each of ABRY Partners VII, L.P. and ABRY Partners VII Co-Investment Fund, L.P. (incorporated by
reference to Exhibit 10.4 to the Current Report on Form 8-K filed by KORE Group Holdings, Inc. with the Commission on February 27, 2026).
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(d)(vi)
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Rollover, Voting and Support Agreement, dated March 17, 2026, by and between KORE Group Holdings, Inc., KONA Parent L.P., and Dotmar Investments Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K
filed by KORE Group Holdings, Inc. with the Commission on March 20, 2026).
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(d)(vii)
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Rollover, Voting and Support Agreement, dated March 17, 2026, by and between KORE Group Holdings, Inc., KONA Parent L.P., and Richard Burston (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by KORE
Group Holdings, Inc. with the Commission on March 20, 2026).
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(d)(viii)
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Rollover, Voting and Support Agreement, dated March 17, 2026, by and between KORE Group Holdings, Inc., KONA Parent L.P., and Terrdian Holdings Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed
by KORE Group Holdings, Inc. with the Commission on March 20, 2026).
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(d)(ix)
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Investment Agreement, dated as of November 9, 2023, by and between KORE Group Holdings, Inc. and Searchlight IV KOR, L.P. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by KORE Group Holdings, Inc.
with the Commission on November 9, 2023).
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(d)(x)
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Amendment to Investment Agreement, dated as of December 13, 2023, by and between KORE Group Holdings, Inc. and Searchlight IV KOR, L.P. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by KORE Group
Holdings, Inc. with the Commission on December 13, 2023).
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(d)(xi)
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Amended and Restated Common Stock Purchase Warrant (Penny Warrant), dated as of December 13, 2023, issued by KORE Group Holdings, Inc. to Searchlight IV KOR, L.P. (incorporated by reference to Exhibit 4.2 to the Current Report on
Form 8-K filed by KORE Group Holdings, Inc. with the Commission on December 13, 2023).
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(d)(xii)
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Amended and Restated Investor Rights Agreement, dated as of November 15, 2023, by and among KORE Group Holdings, Inc., Searchlight IV KOR, L.P. and certain stockholders of KORE Group Holdings, Inc. (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed by KORE Group Holdings, Inc. with the Commission on November 16, 2023).
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(d)(xiii)
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Agreement by and between KORE Group Holdings, Inc. and Searchlight IV KOR, L.P., dated as of August 1, 2025 (incorporated by reference to Exhibit 9 to the Amendment No. 3 to Schedule 13D of Searchlight IV KOR, L.P. filed with the
Commission on August 5, 2025).
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(d)(xiv)
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Amendment to August 1 Agreement by and between KORE Group Holdings, Inc. and Searchlight IV KOR, L.P., dated as of November 25, 2025 (incorporated by reference to Exhibit 11 to the Amendment No. 7 to Schedule 13D of Searchlight IV
KOR, L.P. filed with the Commission on February 17, 2026).
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(d)(xv)
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Amendment No. 2 to August 1 Agreement by and between KORE Group Holdings, Inc. and Searchlight IV KOR, L.P., dated as of January 2, 2026 (incorporated by reference to Exhibit 12 to the Amendment No. 7 to Schedule 13D of Searchlight
IV KOR, L.P. filed with the Commission on February 17, 2026).
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(d)(xvi)
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Amendment No. 3 to August 1 Agreement by and between KORE Group Holdings, Inc. and Searchlight IV KOR, L.P., dated as of February 13, 2026 (incorporated by reference to Exhibit 13 to the Amendment No. 7 to Schedule 13D of Searchlight
IV KOR, L.P. filed with the Commission on February 17, 2026).
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(d)(xvii)
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Joint Bidding and Cost Sharing Agreement by and between Searchlight Capital Partners, L.P. and ABRY Partners VII, L.P., dated as of February 26, 2026 (incorporated by reference to Exhibit 16 to the Amendment No. 8 to Schedule 13D of
Searchlight IV KOR, L.P. filed with the Commission on March 2, 2026).
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(d)(xviii)
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Amended and Restated Agreement by and between KORE Group Holdings, Inc. and Searchlight IV KOR, L.P., dated as of February 26, 2026 (incorporated by reference to Exhibit 17 to the Amendment No. 8 to Schedule 13D of Searchlight IV
KOR, L.P. filed with the Commission on March 2, 2026).
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(d)(xix)
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Equity Commitment Letter, dated February 26, 2026, by and between KONA Parent, L.P., Searchlight Capital IV, L.P., Searchlight Capital IV PV-A, L.P., and Searchlight Capital IV PV-B, L.P.
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(d)(xx)
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Limited Guaranty, dated February 26, 2026, by and between KORE Group Holdings, Inc., Searchlight Capital IV, L.P., Searchlight Capital IV PV-A, L.P., and Searchlight Capital IV PV-B, L.P.
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(g)
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Not Applicable.
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107
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Filing Fee Table.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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KORE GROUP HOLDINGS, INC.
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By:
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/s/ Jack W. Kennedy Jr.
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Name:
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Jack W. Kennedy Jr.
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Title:
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Executive Vice President, Chief Legal Officer, and Secretary
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Date: April 14, 2026
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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KONA PARENT, L.P.
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By: KONA Parent GP, LLC, its general partner
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By: |
/s/ Andrew Frey
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Name:
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Andrew Frey
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Title:
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Authorized Person
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Date: April 14, 2026
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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KONA MERGER SUB CO
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By: |
/s/ Andrew Frey
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Name:
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Andrew Frey
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Title:
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Chief Executive Officer, Secretary
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Date: April 14, 2026
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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SEARCHLIGHT IV KOR, L.P.
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By: |
/s/ Andrew Frey
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Name:
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Andrew Frey
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Title:
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Authorized Person
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Date: April 14, 2026
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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KONA PARENT GP, LLC
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By: |
/s/ Andrew Frey
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Name:
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Andrew Frey
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Title:
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Authorized Person
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Date: April 14, 2026
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ANDREW FREY
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By:
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/s/ Andrew Frey
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Date: April 14, 2026
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ABRY PARTNERS VII, L.P.
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By: ABRY VII Capital Partners, L.P.
Its: General Partner
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By: ABRY VII Capital Investors LLC
Its: General Partner
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By: |
/s/ Robert MacInnis
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Name:
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Robert MacInnis
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Title:
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Authorized Signatory
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Date: April 14, 2026
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ABRY PARTNERS VII CO-INVESTMENT FUND, L.P.
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By: ABRY VII Co-Investment GP, LLC
Its: General Partner
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By: ABRY VII Capital Investors LLC
Its: General Partner
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By: |
/s/ Robert MacInnis
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Name:
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Robert MacInnis
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Title:
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Authorized Signatory
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Date: April 14, 2026
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ABRY INVESTMENT PARTNERSHIP, L.P.
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By: ABRY Investment GP, LLC
Its: General Partner
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By: |
/s/ Robert MacInnis
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Name:
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Robert MacInnis
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Title:
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Authorized Signatory
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Date: April 14, 2026
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ABRY SENIOR EQUITY IV, L.P.
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By: ABRY Senior Equity Investors IV, L.P.
Its: General Partner
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By: ABRY Senior Equity Holdings IV, LLC
Its: General Partner
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By: |
/s/ Robert MacInnis
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Name:
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Robert MacInnis
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Title:
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Authorized Signatory
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Date: April 14, 2026
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ABRY SENIOR EQUITY IV CO-INVESTMENT FUND, L.P.
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By: ABRY Senior Equity Co-Investment GP IV, LLC
Its: General Partner
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By: ASE Senior Equity Holdings IV, LLC
Its: General Partner
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By: |
/s/ Robert MacInnis
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Name:
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Robert MacInnis
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Title:
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Authorized Signatory
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Date: April 14, 2026
### EX-99.(C)(II) - EXHIBIT (C)(II)
EX-99.(C)(II)
2
ny20068726x2_excii.htm
EXHIBIT (C)(II)
Exhibit (c)(ii)
Project Kona: Special Committee discussion materials April 9, 2025 Exhibit
(c)(ii)
Contents Rothschild & Co qualifications Executive
summary Appendix 3 14 26
1 Rothschild & Co qualifications
Highly experienced team for Kona’s Special Committee Deep connectivity / digital
infrastructure expertise, significant Special Committee experience Involvement in Consolidated Communications’ Special Committee assignment Media & Telecom execution support Sector M&A knowledge and experience Special Committee
& public company advisory expertise Successful navigation of complex M&A situations Dominic Kenneally Associate, M&T Joined in 2023 Rickard Blecker Analyst, M&T Joined in 2023 Hailee Seehusen Analyst, M&T Joined in
2024 Senior Rothschild & Co leadership team Jonathan Herbst Partner Head of Media & Telecom 27+ years of experience Select experience: Evolve IP on its combination with ATSG Sale of Consolidated Communications Omnibus advisor
to Shentel INAP on multiple asset sales Blackstone acquisition of Phoenix Tower GTCR acquisition of Point Broadband Wren House acquisition of i3 Broadband Uniti in relation to Windstream’s restructuring Sale of Great Plains
Communications James Ben Partner Head of M&A 25+ years of experience Select complex, pubco M&A experience: John Swire & Sons acquisition of Swire Coca-Cola USA from Swire Pacific Sale of Consolidated Communications Sale of
Meridian Bioscience to SD Biosensor and SJL Partner Sale of Veoneer to Qualcomm and SSW Partners Coke Consolidated on multiple territory purchases from Coca-Cola Company Sale of Pep Boys to Icahn Enterprises David Dreyfus Director Media
& Telecom 10+ years of experience Select experience: Evolve IP on its combination with ATSG NaaS provider on contemplated capital raise Alaska Communications on its refinancing Sale of Consolidated Communications Sale of Ventus to
Digi International Wren House acquisition of i3 Broadband Printful on its preferred capital raise from Bregal Sagemount Sale of NewWave to Cable One Global sector support Warner Mandel Global Co-Head of TMT 30+ years of
experience Select experience: Wireless Logic on the acquisition of Webbing Telit take private by DBAY Advisors Montagu on its acquisition of CVC’s minority stake in Wireless Logic Anton Black Partner, TMT 20+ years of experience Capital
markets support Michael Speller Partner, Head of Debt Advisory 25+ years of experience Charles Huyghues-Despointes Director, Debt Advisory 12+ years of experience 1. ROTHSCHILD & CO QUALIFICATIONS 4
2023 - 2024 global M&A1 1 Rothschild & Co 618 2 Houlihan
Lokey 590 3 JP Morgan 587 4 Goldman Sachs 584 5 Morgan Stanley 508 6 Lazard 426 7 Jefferies 370 8 BofA Securities 359 9 UBS 326 10 Citi 298 Rothschild & Co’s leading global advisory practice The only bank to
combine the long-term approach and client-first values of the advisory-only model with the scale, experience and global reach of the largest universal banks Rothschild & Co’s guiding principles and differentiation Objective
Advice Independent family-controlled business with over 200 years of history Relationship Focused Consistent senior banker involvement and dedicated teams – high repeat business Creativity & Rigor Insightful and innovative to deliver
the best solutions Core Values Client-first Discretion & integrity Long-term perspective Ownership & banker stability Consistent advisory leadership globally Extensive global firm with seamless collaboration c.1,400 bankers
globally; c.250 in the U.S. and Canada 59 offices across 47 countries North American offices in New York, Boston, Los Angeles and Toronto Leading independent advisory firm and unique advisory model Leading independent advisor consistently
advising on more transactions than even the largest banks History and experience navigating complicated transactions balancing nuanced shareholder dynamics Experts across M&A / strategic advisory, debt & restructuring and equity
advisory Unbiased, advisory-only services with deep history providing bespoke, conflict-free advice Our pure advisory focus means we only have one client in any given transaction and our work remains impartial Credibility in complicated
situations Unparalleled global platform with deep relationships across the globe Long established global presence – 200+ year history The Banker Investment Banking Awards Independent Investment Bank of The Year 2023 The Banker Investment
Banking Awards Investment Bank of the Year for M&A 2023 Euromoney Awards for Excellence Western Europe’s Best Bank for Advisory 2024 Mergermarket European M&A Awards European Mid-Market M&A Financial Adviser of the
Year 2024 Source: Refinitiv Note: Announced deals by number from 1/1/2023 to 9/30/2024 1. ROTHSCHILD & CO QUALIFICATIONS 5
Why Rothschild & Co We believe Rothschild & Co is uniquely positioned to
assist Kona and its Special Committee Deep sector expertise across connectivity as well as digital infrastructure Rothschild & Co senior bankers have successfully sold telecom / connectivity companies for more than 20 years We understand
the near and long-term trends / risks / opportunities in the sector We have multiple recent engagements with relevant industry peers and deep buyer relationships to bring to bear Recent experience assisting boards of public telecom businesses
to evaluate simultaneous sale and capital raise paths Informed perspective on market valuation Involvement in multiple real-time situations gives us highly attuned insight into the public and private market valuations of similar businesses
across varying network types and maturity levels – Recent engagements in Connectivity include Montagu / Wireless Logic, DBAY / Telit, Digi / Ventus, among others Experience with value-add infrastructure as well PE funds focused on
connectivity / B2B services Active dialogue with multiple strategics in the sector on M&A / capital raising situations Extensive public company sell-side and Special Committee expertise Relevant sector examples: Consolidated
Communications, SureWest, Lumos, Hawaiian Telcom, Shentel, Alaska Communications, nTelos, Sprint Successfully leveraged sector knowledge and longstanding relationships with strategic / financial buyers to benefit clients Independent and
conflict free Free from actual or perceived conflict with Kona and Samoa or its portfolio entities Fair and balanced assessment of the Company’s situation No lending or advisory activity with the Company that could influence our advice /
independence Multi-disciplinary team Dedicated suite of senior leaders overseeing all steps of any transaction process with global strategic buyer access Debt Advisory team will assist in assessing the current capital structure and
availability of financing to support a competing proposal Highly relevant experience in dealing with Samoa as a take-private buyer Recently served as advisor to the Special Committee of Consolidated Communications on the Samoa / BCI offer to
take the company private Successfully guided Special Committee through its evaluation of Samoa’s proposal and strategic alternatives to the proposal Engaged in negotiations which resulted in a material increase in price per share (18%
increase to initial offer price) despite little strategic / negotiating leverage Strong parallels to Kona situation give Rothschild & Co unique perspectives to help the Special Committee navigate the situation 1. ROTHSCHILD & CO
QUALIFICATIONS 6
Extensive experience in global B2B services Highly relevant track-record in
managed network / connectivity and enterprise solutions Managed network / Connectivity Wireless Logic Acquisition of Webbing by Wireless Logic 2023 Echoes Solutions Disposal of Echoes Solutions to Moving Intelligence 2024 Qunifi Sole
financial advisor to Qunifi on its sales to Dstny 2022 INAP Network Joint lead advisor to company on sale to Unitas Global 2022 2021 Ventus Advisor to Ventus on its $347m sale to Digi International 2021 Service Express Advisor to
Service Express on its acquisition of Blue Chip Montagu Advisor to Montagu Private Equity in its acquisition of a minority stake in Wireless Logic from CVC 2021 Koch Equity Development Advisor to Koch Equity Development on its acquisition
of Transaction Network Services 2021 1nce Advisor on strategic options Current Telit Financial and Rule 3 Advisor to Telit on the £307m recommended all-cash offer by DBAY Advisors 2022/21 Onecom Advisor to Onecom on acquisition of the
Retail and Partner divisions of 9 Group Limited 2021 CEE Equity Adviser to CEE Equity on the sale of Invitech to 4iG 2021 CorpFlex Advisor to CorpFlex and its shareholders on sale to Claranet 2020 ECI Partners Advisor to ECI on its
investment in CSL Group 2020 Tele2 Sale of its German business to Tele2 Germany management 2020 2020 I Squared Capital Debt advice on its $2.15bn acquisition of GTT’s infrastructure business Buysse & Partners Advised ESAS on Sale
to Circet by Buysse & Partners 2020 2021 Inteliquent Advisor to Inteliquent on $1.1bn sale to Sinch Service Express / Pamlico Capital Sale of Service Express to Harvest Partners 2019 Enterprise solutions OVH Groupe Advisor on
IPO and various debt issuances 2025/24/21 Evolve IP Atos INAP Colocation Sole financial Sale of Atos’ Unified Joint lead advisor to advisor to Evolve IP Communications & company on sale to on its combination Collaboration Services
Evocative with ATSG 2024 2023 2022 GlobalInternet Advisor to GlobalInternet on disposal to Expereo and Apax Partners 2020 1. ROTHSCHILD & CO QUALIFICATIONS 7
Company R&Co role(s) Company overview R&Co value-add 2023: advisor on
Wireless Logic’s acquisition of Webbing 2021: advisor to Montagu Private Equity on its acquisition of CVC’s remaining minority equity stake and refinancing Largest independent IoT connectivity provider in Europe Conducted market check to
minority investor short-list with tailored marketing materials and detailed investor model to buy out CVC’s stake Prepared in-depth valuation analysis to support the Montagu IC’s decision- making in acquiring the CVC stake alongside
management Assisted with both equity recapitalization and debt refinancing 2022: joint lead advisor on the sale of INAP’s Network segment to Unitas Global (subsequently PacketFabric) 2022: sale of INAP’s Colocation segment to
Evocative 2020: advised INAP’s lenders on its restructuring Secure NaaS / infrastructure solution provider After working as financial advisor to INAP’s lenders during its restructuring, we executed a multi-year, multi-step process to sell
the company Included carve-out of multiple businesses, adding complexity of intercompany relationships and multi-product customers Managed multiple constituents – each with differing, and sometimes conflicting, objectives (4 transactions in
the last 5 years) 2022: advisor on Telit’s all-share acquisition of Thales’s cellular IoT business 2021: financial and Rule 3 advisor to Telit on DBAY Advisors’ recommended all-cash offer IoT provider offering modules, plans, software and
platforms Key strategic advisor across asset disposals, its take-private and its acquisition of Thales’ industrial and automotive cellular IoT business Helped the company evaluate strategic options during sustained share price downturn prior
to take-private Led diligence and negotiated with DBAY over 7 rounds, resulting in a 26% price increase from the initial proposal as DBAY built its insider stake 2021: advisor to Ventus Holdings on its $347m sale to Digi International ATM
and Gaming focused Wireless IoT connectivity provider Assisted founder-owner in developing impactful marketing materials, market story and value-prop as well as development of Ventus’ forecast model Successfully identified and positioned key
commercial diligence topics in advance of and during outreach 2020: advisor to Globalinternet on its sale to Expereo and Apax Partners 2018: advisor to Carlyle on its sale of Expereo to Apax Partners Global enterprise-focused network
aggregation Leveraged network and industry expertise to identify likely buyers and design highly competitive processes for respective sell-sides Explored interest from broad range of global carriers, asset-lite connectivity providers and
financial sponsors Highlighted Expereo’s unique business model, technology and go-to-market strategy to secure significant value uplift Established track record of successfully executing IoT / connectivity transactions 1. ROTHSCHILD & CO
QUALIFICATIONS 8
Comverse Technology $1.9bn merger with Verint Systems (Advisor to
parent) Advisor to the Board of Directors Leading advisor to Special Committees & public companies Reinsurance Group of America* Advisor to the Special Committee of Reinsurance Group of America Incorporated in the context of its
separation from MetLife Advisor to Special Committee Justice Holdings Ltd.* $7.5bn merger with Burger King Worldwide Holdings Advisor to Special Committee Cargill (Trustee of the Charitable Trust) $24.3bn split-off and distribution of
Cargill’s stake in Mosaic Advisor to trustee of Charitable Trust Sitronics (Special Committee) Advised Special Committee on tender offer by majority shareholder to minority shareholders for remaining 37% stake in $950mm transaction Advisor
to Special Committee Federal-Mogul Advisor to Special Committee of Federal-Mogul on $500mm rights issue Advisor to Special Committee Dana Advisor to the Special Committee on repurchase of Series A Preferred Stock from Centerbridge
Partners, LP for $472mm Advisor to Special Committee Olam Independent adviser to Independent Directors of Olam on $4.2bn cash offer of Olam by Breedens Investments Advisor to Independent Directors Verso Corporation Sale of Verso
Corporation to BillerudKorsnäs AB for c. $825mm equity value Advisor to Special Committee Edison Fairness opinion in to independent directors in connection with the public tender offer on Edison's share capital launched by EdF Advisor to
Independent Directors Adelphia Communications Corp.* Advisor to the Special Committee of Adelphia Communications Corp. in the context of its $17.6bn acquisition by Time Warner Inc. and Comcast Corp. Advisor to Special Committee Coca-Cola
Bottling Consolidated Co. Fairness Opinion in connection with distribution rights and assets in DL, MD, NC, PA, VA, & WV Advisor to Board / Related Party transaction *Transaction led by Rothschild banker while at predecessor
firm BAT $3.5bn delisting offer of Souza Cruz Advisor to minority shareholders of Target NCO Group* $1.2bn Special Committee role for the NCO Group going private proposal received from management and backed by One Equity Partners Advisor
to Special Committee Revlon, Inc.* Special Committee Advisor (withdrawn) on attempted take private by MacAndrews & Forbes Advisor to Special Committee Consolidated Communications Sale to Searchlight Capital and BCI
for $3.1bn Advisor to Special Committee Chesapeake Corp Advisor to the Special Committee of Chesapeake Corp. in the context of its $485m acquisition by Irving Place Capital and Oaktree Advisor to Special Committee* BWAY Spectrum Brands,
Inc.* Advisor to the Special Committee of BWAY in the context of its $915m acquisition by Madison Dearborn Capital Special Committee Advisor on $675mm combination with Russell Hobbs, Inc. Advisor to Special Committee* Advisor to Special
Committee Select Special Committee & BoD advisory mandates Panavision * Advisor to the Special Committee of Panavision on the acquisition of the remaining stock by MacAndrews & Forbes Holding Advisor to Special Committee GCR
International Shipping Corp. Possible going-private proposed by direct competitor Advisor to Special Committee* AMC Entertainment Going-private transaction initiated by controlling stockholder Advisor to Special
Committee* OSG Going-private transaction initiated by majority equity holder Advisor to Special Committee* Panavision * Advisor to the Special Committee of the Board of Directors of Panavision in two transactions involving the controlling
shareholder (MacAndres & Forbes) Advisor to Special Committee Tele-Communications, Inc.* Advisor to TCI on $69bn sale to AT&T Advisor to Special Committee Clearlake STG $7.7bn take-private acquisition of Dun &
Bradstreet ~$1.4bn acquisition of Avid Technology by STG 2025 2023 Note: 1. Pending transaction Cision Solera ~$2.7bn sale of Cision ~$6.5bn sale of Solera to Platinum Equity to Vista Equity Partners 2020 2019 Trusted advisor for
public company M&A Paramount Global Advisor to Paramount Global on its $28bn+ merger with Skydance Media1 Current Rio Tinto $2.7bn proposal for 49% of Turquoise Hill Resources Financial Advisor to Ro Tinto Apollo Global $7.1bn
acquisition of Tenneco 2023 Meridian Bioscience $1.5 billion all-cash sale to SDB Biosensor and SJL Partners 2022 Veoneer $4.5bn sale to Qualcomm 2022 Cornerstone / Clearlake Builders FirstSource $7.0bn merger with ~$5.2bn
acquisition of BMC Stock Holdings Cornerstone OnDemand 2021 2021 1. ROTHSCHILD & CO QUALIFICATIONS 9
Rothschild & Co’s leading Special Committee practice Rothschild & Co is
an active advisor to Special Committees and has significant experience in providing advice in connection with related party transactions We actively follow developments in Delaware law and understand the unique requirements that are placed on
Special Committee members and management when considering a related party transaction; we tailor our advice and the services we provide to ensure the needs of the Special Committee are met Rothschild & Co is the leading global independent
advisory firm We are never a counterparty to our clients, we do not lend or underwrite and sell only one product: our advice We align our interests with those of our clients and not to “structure” or “manage” around conflicts Our Special
Committee practice benefits from the relevant strengths of the firm as applied to a given situation We believe we would be uniquely positioned to advise the Special Committee of Kona The world’s premier independent equity advisor We have
historic knowledge of Kona and its comparables and can efficiently diligence the business and develop an independent point of view Rothschild & Co regularly renders fairness opinions as a core part of our advisory business including in
connection with related party transactions All fairness opinions rendered by Rothschild & Co must be approved by the Global Advisory Commitment Committee, which is composed of senior members of Rothschild & Co’s investment banking team
and legal department We are also experienced in rendering opinions in cross-border transactions where local market knowledge is required to develop a full context of a transaction Long established global presence – 200+ year history As a
leading global advisory firm, Rothschild & Co has extensive experience advising Special Committees on a wide array of situations Experienced Special Committee advisor Experienced fairness opinion provider Special Committee practice
expertise is built upon the substantive strengths of the firm Independent, impartial advice 1. ROTHSCHILD & CO QUALIFICATIONS 10
Case study: Sale of Consolidated Communications Exclusive financial advisor to
the Special Committee of the Board of Directors on the Searchlight / BCI offer to take the company private Transaction background Transaction highlights Shareholders received $4.70 per share in cash 18% premium to initial offer
price Implied enterprise value of approximately $3.1bn The transaction implied a 9.6x multiple on the Company’s LTM PF Adj. EBITDA as of June 30, 2023 The consideration corresponded to: A premium of approximately 70% to the unaffected
price (April 12, 2023) A premium of approximately 89% to the Company’s unaffected 1-month volume-weighted average share price (“VWAP”) A premium of approximately 33% to the Company’s unaffected 6-month VWAP The transaction closed in Q4
2024 In 2021, Searchlight Capital Partners (“Searchlight”) invested approximately $425m into Consolidated Communications (“Consolidated”, “CNSL” or the “Company”), obtaining a 34% stake in the Company’s common shares (in addition to preferred
equity) In April 2022, Searchlight made public its intentions to acquire the remaining publicly held shares and take the Company private On April 12, 2023, Searchlight, in conjunction with British Columbia Investment Management Corporation
(“BCI”), submitted a preliminary offer to take the Company private Offer price of $4.00 per share, a 45% premium to then current share price of $2.76 Upon receipt of the offer, the Company formed a Special Committee of the Board of Directors
(the “Special Committee”) to evaluate the Searchlight / BCI offer Rothschild & Co was subsequently retained by the Special Committee to advise it on evaluating the offer Rothschild & Co value-add Special Committee of Board of
Directors Sale to Searchlight Capital and BCI for $3.1bn 2024 “We are pleased to have reached this agreement with Searchlight and BCI, which delivers a significant and certain cash premium to our shareholders” Robert Currey Chairman of the
Board and Special Committee Chair “As we navigate this environment, we will have increased flexibility as a private company and Searchlight will continue to be an outstanding partner as we advance our transformation to a leading fiber-first
provider. We believe this continued partnership will create an outstanding outcome for the Company, our customers and our employees” Bob Udell President and CEO of Consolidated Communications Leveraged significant broadband sector and
company-specific knowledge to assess sector trends, Consolidated's positioning, growth trajectory and relative M&A benchmarks Guided the Special Committee through its evaluation of various strategic alternatives to the transaction,
including but not limited to a review of past and current business operations and financial conditions, review of Management's financial projections and assessment of alternative financing Engaged in negotiations which resulted in a material
increase in value per share (~18% increase over the initial offer price) Achieving a premium valuation for the Company and its shareholders Highest disclosed transaction multiple for an ILEC Assisted in securing FOR recommendations from ISS
and Glass Lewis and shareholder approval despite public opposition from dissident shareholders 11 1. ROTHSCHILD & CO QUALIFICATIONS
$2.76 $4.00 $4.20 $4.35 $4.50 $4.55 $4.65 $6.00 $5.25 $5.05 $4.80 $4.70 How
Rothschild & Co drove the process to a successful outcome for Consolidated Communications Prior to holding substantive discussions with Searchlight, R&Co engaged with the Special Committee and mgmt. to refine the business plan in light
of liquidity constraints Evaluated Company objectives, market dynamics, financing alternatives, gauged potential buyer interest and prepared detailed valuation to frame negotiations with Searchlight Acted as a negotiator with Searchlight
resulting in numerous price increases Supported management in negotiations with lenders for improved credit terms as the process unfolded Managed regular dialogue with activist shareholder Assisted management, the Special Committee and
CNSL’s PR advisor in preparing letters to shareholders to refute activist claims and drive voting behavior Drafted comprehensive materials and prepared the SC to present to ISS / Glass Lewis resulting in a FOR vote ISS and Glass Lewis
presentation materials1 Activist shareholders counterarguments1 Comprehensive six-month process Robust process to deliver CNSL an improved outcome Special 35+ Committee (“SC”) meetings 6 Total price increases Improvement ~18% in
equity value Premium to 70% unaffected price2 Alternative bidders 0 despite long and expressed interest, public process $4.70 April 12, Initial
offer Revised SC Revised SC Revised SC Revised SC Revised SC Agreed 2023 offer #1 counteroffer offer #2 counteroffer offer #3 counteroffer offer #4 counteroffer offer #5 counteroffer price Premium to unaffected
price2 45% 52% #1 58% #2 63% #3 65% #4 69% #5 70% Premium to unaffected EV2 6% 10% 16% 17% 17% 18% 18% R&Co value-add Notes: Schedule 14A prepared in Consolidated Communications process Unaffected date is April 12,
2023, the last trading day prior to public announcement of the Searchlight non-binding proposal 1. ROTHSCHILD & CO QUALIFICATIONS 12
$17.20 $20.00 $24.00 $25.00 $26.50 $27.00 Unaffected date Atlas proposal
July 9, 2021 July 11, 2021 August 6, August 21, 2021 2021 September 29, 2021 Billerud October 15, November 9-17, proposal #1 2021 2021 Billerud proposal #2 December 1, 2021 Billerud proposal #3 December 4, 2021 Final Billerud
proposal PR announces Special Committee On December 19, 2021, VERSO Corporation (“VERSO” or the “Company”) announced it had entered into a definitive agreement to be acquired by BillerudKorsnäs ABC (“Billerud”) for $27.00 per share The
transaction followed an unsolicited proposal from Atlas Holdings to acquire VERSO for $20.00 per share in cash (the “Atlas proposal”) Atlas was a 9% holder in VERSO with 2 appointees on the VERSO board of directors $27.00 acquisition price
represented a premium of: 57% to the unaffected price prior to the Atlas proposal 26% to the 30-day VWAP Rothschild & Co acted as exclusive financial advisor to the Special Committee 13D / PR Atlas NDA SC determined Atlas proposal
insufficient How Rothschild & Co drove the process to a successful outcome for VERSO Corporation Source: Proxy filings R&Co value-add Prior to engaging with buyers, assisted management and the Special Committee in formulating a
business plan that reflected the Company's prospects Provided the Special Committee with financial analysis that supported their deeming the Atlas proposal insufficient Provided the Special Committee with an informed assessment of the
prospects for Billerud to table on attractive offer Developed negotiation tactics to drive the process forward Acted as negotiator with Billerud and its advisors Provided a fairness opinion to the Special Committee and Board of
VERSO Transaction background Focused process to drive value for VERSO Six-month process during COVID travel ban Premium to unaffected 16% 40% 45% 54% 57% Atlas Proposal - 20% 25% 33% 35% SC sent letter to Billerud requesting a
revised proposal Billerud site visits 1. ROTHSCHILD & CO QUALIFICATIONS 13
2 Executive summary
Preliminary thoughts on Kona’s situation Samoa looks to have followed a playbook
with Kona similar to that used with CNSL (and other distressed public company situations) Rescue preferred investment with material common ownership Portable capital structure and blocking rights on new capital position for a high probability
take-private Deep integration with management to drive strategy in direction they desire post take-private Simply getting repaid on its preferred is a suboptimal outcome for Samoa Initial capital deployment below target size for a Samoa
investment ($153m on a $4bn fund) Significant time / attention invested in Kona business from Samoa team to date 13% per annum preferred coupon plus value of warrants only hits typical Samoa return targets at significant premium to current
stock price Long dated maturity (2033) with no ability to accelerate liquidity limits Samoa options outside of a take-private In December 2024, Samoa filed an amended Schedule 13D indicating it may seek to acquire all of Kona’s outstanding
shares; Samoa has a strong incentive to succeed in its effort to take Kona private Allows topping up investment to typical Samoa levels Ability to reposition Kona outside the eye of public markets Provides full control of outcome /
timing Unlocks ability to generate Samoa level returns However, Kona’s recent operational / financial improvements give it options Attractive business to short list of high-probability, motivated buyers Synergy potential unlocks value that
Samoa cannot capture Samoa does have certain structural advantages Samoa can roll the existing capital structure and require a third-party to refinance its preferred Preferred make-whole starting in November 2025 materially increases
obligation for third-party buyer In partnership with Amelia, they control ~37% of diluted common shares which creates a challenge to an alternate buyer obtaining >50% of the shareholder vote Key to driving to best outcome for Kona
shareholders is creating viability of alternatives Support that standalone business plan will generate greater risk adjusted value Near-term process to surface real alternative interest in the business inside of minimum return threshold
beginning in November 2025 Willingness to push Samoa to maximum “ability to pay” 3 2 1 4 5 6 2. EXECUTIVE SUMMARY 15
Nov ’24 5:1 reverse stock split Nov ’24 Completes restructuring plan Kona
historical trading performance Share price (~$2.30) and EV / NTM EBITDA multiple (~7.9x 2025E EBITDA) have stabilized post-restructuring, though market valuation remains slow to reflect operational improvements Sources: Company filings,
FactSet (as of April 8, 2025), press releases Notes: Fully diluted shares include outstanding shares, penny warrants issued to Samoa, RSUs and PSUs (except where anti-dilutive) Ownership percentage calculated on a fully diluted basis Kona
stock price and valuation multiple1 history since 2021 de-SPAC Stock price ($ actuals) EV / NTM EBITDA multiple (x) Select data points Nov ’23 Kona reports strategic investment from Samoa disclosing 12.0% ownership2 Dec ’24 Samoa files an
amended 13D indicating it may seek to acquire Kona Apr ’24 CEO transition Feb ’22 Announces acquisition of Business Mobility Partners & SIMON Mar ’23 Announces acquisition of Twilio’s IoT business unit Stock price Q / K filed Samoa
events Other events EV / NTM EBITDA Share price $2.27 3-month return 12% 3-year return (92%) Return since de-SPAC (95%) VWAP 10-day $2.35 30-day 2.42 90-day 2.26 52-week performance High $4.88 Low 1.10 Historical trading
multiples Current 7.9x 3-month 7.8x 6-month 7.5x 1-year 5.0x De-SPAC opening 15.2x $2.27 0.0x 2.0x 4.0x 6.0x 8.0x 7.9x 10.0x 12.0x 14.0x 6-month return 8% 16.0x 1-year return (32%) 2-year
return (63%) $0.00 $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 $35.00 $40.00 $45.00 Oct-21 Apr-22 Oct-22 Apr-23 Oct-23 Apr-24 Oct-24 Apr-25 2. EXECUTIVE SUMMARY 16
Ilustrative share
price $2.27 $2.62 $3.00 $5.00 $7.00 $9.00 $11.00 $13.00 $15.00 Implied premia to: Current (April 8, 2025) $2.27 - 15.4% 32.2% 120.3% 208.4% 296.5% 384.6% 472.7% 560.8% 1-month
VWAP $2.42 (6.2%) 8.3% 24.0% 106.6% 189.3% 271.9% 354.6% 437.2% 519.8% 3-month VWAP $2.26 0.3% 15.7% 32.5% 120.8% 209.2% 297.5% 385.8% 474.2% 562.5% 6-month
VWAP $3.00 (24.4%) (12.7%) (0.0%) 66.6% 133.3% 199.9% 266.6% 333.2% 399.9% 52-week high $4.88 (53.5%) (46.3%) (38.5%) 2.5% 43.4% 84.4% 125.4% 166.4% 207.4% 52-week
low $1.10 106.4% 138.2% 172.7% 354.5% 536.4% 718.2% 900.0% 1,081.8% 1,263.6% (x) Fully diluted shares outstanding 17 17 17 17 17 17 17 17 17 Implied equity value $39 $45 $51 $85 $119 $153 $187 $221 $255 (+) Value
of Samoa warrants $5 $6 $7 $12 $17 $22 $26 $31 $36 Equity value incl. warrants $44 $51 $58 $97 $136 $175 $213 $252 $291 25E EBITDA incl. 10% expense synergies $88 5.8x 5.9x 5.9x 6.4x 6.8x 7.3x 7.7x 8.2x 8.6x 25E
EBITDA incl. 20% expense synergies $111 4.6x 4.6x 4.7x 5.0x 5.4x 5.7x 6.1x 6.4x 6.8x (+) Net debt $285 $285 $285 $285 $285 $285 $285 $285 $285 (+) Preferred stock (at liquidation pref.)
3 $177 $177 $177 $177 $177 $177 $177 $177 $177 Implied enterprise value $506 $513 $521 $559 $598 $637 $676 $715 $754 Memo: implied EV premium Implied multiples: - 1.3% 2.8% 10.5% 18.1% 25.8% 33.5% 41.1% 48.8% EV /
Adj. EBITDA 24E $55 9.3x 9.4x 9.6x 10.3x 11.0x 11.7x 12.4x 13.1x 13.8x 25E $64 7.9x 8.0x 8.1x 8.7x 9.3x 9.9x 10.5x 11.1x 11.7x Memo: incremental make-whole after Nov. 2025 4 Memo: implied 2025E EV / EBITDA inclusive of
make-whole $93 9.3x $92 9.4x $91 9.5x $86 10.0x $81 10.6x $77 11.1x $72 11.6x $67 12.1x $62 12.7x Synergized EV / Adj. EBITDA Current Unaffected 2 Kona’s valuation at various stock prices 10x valuation (at current preferred
liability) implies approximately $9 per share Sources: Company filings, FactSet (as of April 8, 2025), Wall Street research Notes: 1. Transaction assumed to occur prior to 11/15/25 with current capital structure Unaffected date as of
12/14/2023, the date prior to Samoa’s initial 13D filing Liquidation preference inclusive of accumulated PIK interest (as of 9/30/2024) and 102 call premium Incremental value vs. 9/30/24 preferred balance Implied valuation at various
prices1 2. EXECUTIVE SUMMARY 17
Alternative strategies for Kona to consider There are multiple potential paths to
enable the Special Committee to explore alternative interest while balancing opportunity and risk Rationale Considerations Launch formal process without offer Wait for offer, launch sale process Wait for offer, negotiate with Samoa,
go-shop Wait for offer, negotiate with Samoa, go-shop, consent solicitation Evaluate market interest with time to reach alternative deal inside of make-whole window Alternative transaction difficult without Samoa / Amelia support Bidders
may be reluctant to engage prior to establishment of a price target through a Samoa offer Provides opportunity to test market after locking in Samoa Potential to use threat of go-shop to spur Samoa to increase its proposal Limited ways to
create leverage with Samoa Go-shops have historically had a limited ability to generate additional offers Provides higher degree of competitive tension Known capital structure makes proposals easier to compare Opens the process up to a
larger pool of new bidders Samoa’s response to both a go-shop and consent solicitation would likely be negative More constructive debt market / pricing today makes consent solicitation less of a priority Opportunity to create competitive
tension for Samoa and capture additional valuation upside Established price target for alternative bidders Length of process – needs to be quick as make-whole for Samoa comes into effect November 2025 Dependent on Samoa desire to submit an
offer early; they are advantaged the longer they wait 2. EXECUTIVE SUMMARY 18
Illustrative action plan – Immediate sale process Key action items and
illustrative timing to ensure an efficient sale exploration and / or Samoa engagement Estimated timing (weeks) Topic Objective Rothschild & Co action items 1 2 3 4 Step 1 Initial information gathering / banker diligence Provide
advisors with all necessary information to prepare for a potential sale process and / or evaluate any proposal received from Samoa Provide initial information request list, hold initial call / meeting with Kona management
(“Management”) Initial call with Samoa to open line of communication to further understand objectives Step 2 Management Plan review Obtain Kona’s current Management Plan Assess whether the plan represents a basis upon which to evaluate the
value of Kona and to use for sale process Review business plan with management; provide outside-in assessment on the feasibility of the Management Plan and share other key learnings with the Special Committee Use Rothschild & Co’s
knowledge of the connectivity industry to ensure the Special Committee has context on the Management Plan and is comfortable the plan is a reasonable basis to value and market the Company Step 3 Document preparation Ensure all materials are
in place to support efficient outreach and due diligence Finalize marketing materials and financial model Prepare initial diligence materials, data-pack and preliminary financing read (for sponsors) Coordinate internal ownership of document
updates and review process Step 4 Determine scope of sale process Establish calling list / buyer outreach Align on process framework Formalize buyer / contact list Prepare outreach script 2. EXECUTIVE SUMMARY 19
Launching an immediate sale process – Key considerations Decide whether to go
broad or only to a targeted buyer list focused on high-likelihood strategic buyers (greater depth → longer timeline) Explore subset of sponsors, though interest likely to be limited due to process dynamics with Samoa Scope
of outreach Short-form investor presentation / teaser deck + public information package + financial model KPI data-pack and preliminary financing assessment (for sponsors) Preparation timeline Drive streamlined process that provides value
indications within 4-6 weeks and sign within 2-3 months Targeting a close ahead of Nov-25 minimum return threshold implies a signed transaction by late July; earlier preferred to maintain flexibility □ Given typical public company timelines
(~3 months to close), immediate process launch likely necessary Buyer engagement / deal certainty Consent solicitation unlikely to improve the process outcome Utilize Rothschild & Co’s Debt Advisory team to receive leverage reads from
credible lenders to expedite process end-game Debt consent solicitation Samoa’s participation a Samoa elects to participate in sale process: placed on same timeline as other bidders b Samoa elects to stay on the sideline: ability to use
competing proposal to push Samoa up, or alternatively, let Samoa engage as part of go-shop process if alternative transaction is reached; Samoa can still elect to submit a proposal letter Evaluate timing of publicly announcing the exploration
of strategic alternatives – public announcement will pull interested parties forward □ Impetus to achieve transaction ahead of November make-whole warrants the catalyst a public announcement will provide Engage with insider shareholders to
understand key objectives / support level for alternative transaction Messaging Materials for outreach Timeline Prepare marketing materials in conjunction with alternatives assessment (3-4 weeks to finalize) Start NDA process in the
interim (2-3-week process to conduct outreach / negotiate and sign NDAs) □ Include anti-teaming language in NDAs to preserve competitive tension Need to address head-on buyer concerns about being a stalking horse bid for Samoa □ Frame Samoa
as a motivated but not guaranteed buyer Communicate that any insider proposal will be reviewed under the same criteria and timeline as third-party bids Convey relatively level financing playing field Amelia impact on process Third-party
interest may hinge on Amelia’s intentions — sale of full stake vs. retained ownership / roll 2. EXECUTIVE SUMMARY 20
Potential strategic buyers Rationale Potential counterparties Expands footprint
to North America Cross-sell opportunity into existing customer base Enhances enterprise offerings Global carriers IoT connectivity Expands geographic presence Cross-sell opportunity into existing customer base Expands vertical
expertise Significant synergy opportunity bringing customers on network Protection against losses for legacy revenue streams Enhances enterprise offerings North American wireless carriers Expands and / or converges wireless / fixed line
offering Protection against losses for legacy revenue streams Managed network Multiple strategic buyer categories that could be worth considering in a sale process Category Key buyer criteria 1 Capacity to complete a $600m+
acquisition 2 Familiarity and historic participation in the IoT / connectivity / networking space 3 Potential synergies 2. EXECUTIVE SUMMARY 21
Potential strategic buyers (cont’d) Select strategic acquiror company
perspectives Strategic buyer EV EV / EBITDA1 Rationale Financial capacity IoT connectivity $1.0bn 10.0x Rapidly expands Solutions segment revenue contribution for Digi Digi has been on a multi-year effort to add recurring revenues;
last large deal was in 2021 n.a. n.a. Opportunity to expand US footprint and establish regional enterprise relationships n.a. n.a. Recapitalized by former RacoWireless CEO with desire to consolidate IoT connectivity providers Diversifies
Kajeet’s concentrated education end-market exposure
Financial sponsors Potential financial buyers Sizable group of mid-to-large-cap
sponsors 1 Capacity to complete a $600m+ acquisition 2 Familiarity and historic participation in the IoT / connectivity / networking / IT services space Key buyer criteria 2. EXECUTIVE SUMMARY 23
Third-party viable bids – not supported by Samoa Immediate sale process –
Potential outcomes & follow-on paths Four likely paths following a formal process launch No third-party viable interest / bids and Samoa does not participate in the sale process Third-party viable bids – supported by Samoa Begin
negotiations with Samoa or decide to remain standalone Samoa most likely path forward Weakened negotiating leverage Confirm third-party bidder interest in pursuing a transaction despite insider opposition Determine risk allocation between
buyer and seller May require no-vote fee to buyer Finalize sale with third-party buyer Strong validation of Company value Clean path to transaction realization Eliminates make-whole risk Eliminates risk of semi-blocking position held by
Samoa and Amelia jointly Evaluate business plan / standalone value Engage with Samoa to negotiate take-private terms Evaluate capital structure alternatives Pursue transaction Enter into agreement and solicit shareholder vote Prepare for
implications of a failed vote Proceed with final negotiations and Special Committee / board approval of preferred bidder Diligence / definitive agreement drafting Negotiate with Samoa whether to redeem or roll preferred Frame Samoa’s
position as unattractive unless exit achieved to induce an offer Use third-party bid to establish valuation floor Test Samoa and Amelia’s group resolve Test Samoa and Amelia’s desire to participate with third-party Samoa submits and is
most viable bid Samoa provides compelling proposal that maximizes shareholder value Increases certainty of closing Requires process protections to ensure fairness Support board in reviewing offer through Special Committee Continue running
process to maintain competitive tension Consider go-shop provision to validate outcome post-signing 2 3 Outcome Implications How to create leverage Next steps 1 4 Ensure proposal reflects value created by standalone plan Stress
uncertain path to Samoa liquidity until 2033, making an exit now the only viable value realization 2. EXECUTIVE SUMMARY 24
Follow-on path – Proposal evaluation Rothschild & Co would assist the Special
Committee in a multi-step process to establish an informed view of a potential proposal from Samoa and / or a third-party On a preliminary basis, Rothschild & Co would evaluate the following: What valuation range does the management plan
yield for Kona as a standalone public company? What impact do upside / downside risks have on achievability of management’s plan and value? How does the proposal compare to standalone value for Kona? What are the risks to standalone value
compared to the proposal? What is the availability of either incremental or better priced capital to support growth objectives? What is the impact on value? What does management’s plan indicate potential buyer could pay? How might a
prospective buyer’s plan differ from management’s plan and what potential value does that yield? In the event of an insider proposal, what is a likely point of indifference where the insider may prefer status quo? Assess standalone intrinsic
Kona value Standalone value comparison to proposal Determine view of potential C incremental value potential buyer could pay A B Potential buyer price sensitivity analysis LBO of management’s plan Private vs. public company outlook
(less applicable; many analysts have discontinued coverage) Model differences Cost savings Review of regulatory approvals and timing Valuation analysis Preparation of traditional methodologies Value ranges implied by analysis Review by
Rothschild & Co Fairness Committee Capital structure / liquidity analysis □ Impact of future refinancings / need for capital Due diligence / business review with management* Multi-year outlook Comparison to historical results
/ performance Assessment of Management’s long-term plan for the business * Benchmarking vs. peers Upside / downside scenarios Key workstreams *Previously completed in advance of the sale process 2. EXECUTIVE SUMMARY 25
Appendix
Illustrative offer price $7.00 $7.00 Shares to purchase 17 17 (% of
FDSO) 100% 100% Gross equity ($m) $119 17 $119 17 (+) Value of warrants 177 258 (+) Financing fees (+) Redemption of pref 3 52 5 2 Illustrative sponsor investment requirement – Pre and post 11/15/25 Scenario: Leverage /
FCF Debt Leverage Avg. cost Cash interest LFCF (’26E)1 1. LFCF reflects net income adjusted for non-cash D&A and capital expenditures, assuming 5.0x leverage and interest rate of SOFR + 500-550 (+) Deleveraging equity 31 31 Total
equity ($m) $332 $430 (+) Total debt $273 $273 (-) Cash (18) (18) Illustrative EV ($m) $587 $685 Implied EV / Adj. 2025E EBITDA 9.1x 10.6x Sources: Company filings, Wall Street research Notes: 2. Assumes 2% financing fees 3.
Includes redemption of $153m Samoa preferred, accrued PIK interest and incremental make-whole following November 15, 2025 New sponsor, full refinancing (current) $273m 5.0x 9.57% $26m $48m New sponsor, full refinancing (YE
2025) $273m 5.0x 9.57% $26m $48m Includes redemption of Samoa preferred at 102 call + ~$21m in accrued PIK interest Includes redemption of Samoa preferred at 101 call + ~$25m in accrued PIK interest + ~$57m incremental
make-whole APPENDIX 27
Premiums paid analysis Typical takeover premiums in the range of 30%–45% Implied
Kona share price based on share price premium 1-day $2.73 $3.31 $3.01 $3.59 Implied Kona share price based on $2.27 current price: $4.49 Sources: FactSet (as of April 8, 2025), Refinitv Note: Includes transactions since 2017 with EV
values greater than $250m, excludes target businesses in financial services, real estate, energy, biotechnology and pharmaceutical sectors 20.1% 32.5% 46.0% 58.4% 97.6% 25th percentile Median Mean 75th percentile 90th
Percentile Chart Title Implied Kona share price based on share price premium 1-month Implied Kona share price based on $2.27 current price:
$2.84 $3.11 $3.60 $4.13 24.9% 36.9% 43.7% 58.5% 82.0% 25th percentile Median Mean 75th percentile 90th Percentile Chart Title $3.26 APPENDIX 28
$25m White Horse senior secured revolver – S+650 11/15/2028 $185m White Horse
senior secured term loan 184 94.1 S+650 11/15/2028 $120m Convertible backstop notes 120 5.50% 9/30/2028 Total debt $304 $153m Series A-1 preferred 1 177 13.0% 11/15/2033 Total debt and preferred $481 Cash and cash
equivalents (18) Net debt incl. preferred $462 Market capitalization (based on $2.27 stock price) 44 Total capitalization $506 Credit statistics Gross leverage 5.7x Gross leverage (including preferred stock) 9.1x Net
leverage 5.4x Net leverage (including preferred stock) 8.7x Sep-24 Price Interest rate Maturity LTM adj. EBITDA $53 Existing capital structure overview and observations As of 9/30/24 | Pricing as of 4/8/25 Capitalization overview
($m) Capital structure observations Sources: Bloomberg, company filings, S&P Note: 1. 102 call, ~$21m accrued PIK Liquidity analysis $25m SeniorSecured RCF $25 - Amount outstanding – Facility available $25 + Cash and cash
equivalents 18 Total liquidity $43 1 Samoa is a permitted holder under the existing term loan and bonds, allowing it to acquire the Company without refinancing the current capital structure 2 Current market offers better terms
(S+500-550bps vs. S+650bps); strong equity backing favors new sponsor 3 Competitive, covenant-lite financing likely attainable; ~5x EBITDA coverage possible APPENDIX 29
55% 36% 9% Active Passive Individual Kona shareholder base Sources:
Bloomberg, company filings, FactSet (as of 4/8/2025) Shareholder base overview Samoa, Amelia and Cook collectively own ~44% of Kona’s diluted shares outstanding HS to re flash Overview of institutional shareholders Investor
details Holding Name Type %SO %SO 12m chg. Top 10 holders Amelia Active 24.8 -1.2 Samoa Active 12.4 -1.6 Corient Private Wealth LLC Passive 10.8 +9.7 Koch Industries, Inc. (Investment Management) Active 10.2 -0.5 SB
Investment Advisers (UK) Ltd. Active 9.8 +11.2 Cook Active 7.1 -0.3 Twilio, Inc. Passive 5.1 -0.2 Jarman Terence James Individual 5.1 -0.2 Marathon Asset Management LP Active 1.8 +1.7 Liberty Mutual Insurance Co. (Investment
Portfolio) Passive 1.6 -0.1 Total top 10 holders 88.7 +18.5 APPENDIX 30
Disclaimer This presentation was prepared exclusively by Rothschild & Co US
Inc. (“Rothschild & Co”) on a confidential basis. Rothschild & Co has not assumed any responsibility for independent verification of any of the information contained herein and Rothschild & Co has relied on such information being
complete and accurate in all material respects. Accordingly, no representation or warranty, express or implied, can be made or is made by Rothschild & Co as to the accuracy or completeness of any such information. Except where otherwise
indicated, this presentation speaks as of the date hereof and is necessarily based upon the information available to Rothschild & Co and financial, stock market and other conditions and circumstances existing and disclosed to Rothschild
& Co as of the date hereof, all of which are subject to change. Rothschild & Co does not have any obligation to update, bring-down, review or reaffirm this presentation. Under no circumstances should the delivery of this presentation
imply that any information or analyses included in this presentation would be the same if made as of any other date. Nothing contained in this presentation is, or shall be relied upon as, a promise or representation as to the past, present or
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recipient acknowledges that it is not relying on Rothschild & Co for legal, tax or accounting advice, and that the recipient should receive separate and qualified legal, tax and accounting advice in connection with any transaction or course
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### EX-99.(C)(III) - EXHIBIT (C)(III)
EX-99.(C)(III)
3
ny20068726x2_exciii.htm
EXHIBIT (C)(III)
Exhibit (c)(iii)
Project Kona Special Committee materials July 29, 2025 DRAFT All numbers and
references herein are highly preliminary and subject to material refinement Exhibit (c)(iii)
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Disclaimer 1. Section name This presentation was prepared by Rothschild & Co US Inc. (“Rothschild & Co”) on a confidential basis for the benefit and internal use of the Special Committee (the “Special Committee”) of the Board
of Directors of KORE Group Holdings, Inc. (the “Company” or “Kona”) in the context of the Special Committee’s consideration of the matters described herein. In creating this presentation, Rothschild & Co has relied upon information that is
publicly available or which was provided to Rothschild & Co by or on behalf of the Company’s management, including, without limitation, management operating and financial forecasts or projections. Such information involves numerous
significant assumptions and subjective determinations that may or may not be correct. Rothschild & Co has not assumed any responsibility for independent verification of any of such information contained herein, including, but not limited
to, any forecasts or projections set forth herein, and Rothschild & Co has relied on such information being complete and accurate in all material respects. Accordingly, no representation or warranty, express or implied, can be made or is
made by Rothschild & Co as to the accuracy or completeness of any such information or the achievability of any such forecasts or projections. Except where otherwise indicated, this presentation speaks as of the date hereof and is
necessarily based upon the information available to Rothschild & Co and financial, stock market and other conditions and circumstances existing and disclosed to Rothschild & Co as of the date hereof, all of which are subject to change.
Rothschild & Co does not have any obligation to update, bring-down, review or reaffirm this presentation. Under no circumstances should the delivery of this presentation imply that any information or analyses included in this presentation
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PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Contents Situation overview Management LTP Preliminary valuation perspectives Appendices 4 9 12 22
1 Situation overview
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Situation overview In December 2024, Samoa filed an amended Schedule 13D indicating it intends to evaluate further investment in or a full acquisition of Kona In May 2025, Rothschild & Co (“R&Co”) began assisting the Special
Committee of the Board of Kona ("Special Committee") in its consideration of Kona’s strategic alternatives For the purposes of evaluating Kona’s business and performing preliminary valuation analysis, the Special Committee instructed R&Co
to use the LTP R&Co has relied on the LTP for the analyses presented on the subsequent pages of these materials. While certain sensitivity analyses have been performed to assess the impact of changes to key assumptions, these analyses do
not fully reflect the broader implications of sustained underperformance relative to the LTP, including potential effects on liquidity or enterprise valuation Focused on Kona’s operating performance, process dynamics and tactics, Samoa’s
competitive position and strategic alternatives 3 During June and July, R&Co and the Special Committee were provided access to Kona’s internal operating and financial information and to Kona’s Management team for the purposes of reviewing
information regarding Kona, its recent performance and its outlook including Management’s long-term plan (“LTP”) 1 2 6 Assumptions for the LTP were based on Management’s current view of business conditions and outlook as of July 2025 The
LTP has been reviewed and analyzed by, and discussed with, R&Co and the Special Committee 5 In evaluating the LTP, R&Co has observed the following: Following the Company’s recent business improvement initiatives, right-sizing actions
and leadership transition, Management expects improved top-line growth and margin expansion The LTP reflects gross margin improvement driven by sales mix and vendor savings and modest growth in operating expenses, delivering operating leverage
and improved profitability long-term The LTP assumes no material changes to the Company’s capital structure or incremental external capital required to fund operations or growth initiatives over the plan period Situation overview 1 4 5
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CHANGE Dec ’24 Samoa files an amended 13D indicating it may seek to further invest in or acquire Kona Mar ’23 Announces acquisition of Twilio’s IoT business
unit - 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x - $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 $35.00 $40.00 $45.00 Oct-21 Mar-22 Aug-22 Jan-23 Jun-23 Nov-23 Apr-24 Sep-24 Feb-25 Jul-25 Jun ’24 1:5 reverse stock split Nov ’24 Completes
operational restructuring plan Dec ’24 NYSE accepts plan to regain compliance with listing standards Nov ’23 Kona reports strategic investment from Samoa disclosing 12.0% ownership2 Apr ’24 CEO transition Feb ’22 Announces acquisition
of Business Mobility Partners & SIMON Kona historical trading performance Share price and EV / NTM Adj. EBITDA multiple have declined following the de-SPAC, although business shows signs of stabilization amidst operational
improvements Sources: Company filings, FactSet (as of July 25, 2025), press releases Notes: FDSO includes 17.3m common shares and 2.4m warrants issued to Samoa as of June 18, 2025 and 2.0m RSUs as of July 8, 2025, per Kona
Management Ownership percentage calculated including the 2.4m warrants issued to Samoa Inclusive of intraday price movements over the past 52 weeks Stock price ($ actuals) Historical NTM trading multiple (x) Kona stock price and NTM Adj.
EBITDA multiple since 2021 de-SPAC1 Select data points Stock price EV / NTM Adj. EBITDA Samoa events Other events Q / K file d Share price (July 25, 2025) $2.50 3-month return (2%) 6-month return 7% 16.0x 1-year return (19%) 2-year
return (60%) 14.0x 3-year return (81%) Return since de-SPAC (95%) Situation overview 1 $2.50 6 7.6x VWAP 1-month $2.59 3-month 2.52 6-month 2.47 52-week performance3 High $4.88 Low 1.10 Historical EV / NTM Adj. EBITDA
multiples Current 7.6x 3-month 7.7x 6-month 7.5x 1-year 7.2x Since de-SPAC 8.1x
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CHANGE - 2.0x 4.0x 6.0x 8.0x - Nov-24 Dec-24 Jan-25 Feb-25 Mar-25 Sources: Company filings, FactSet (as of July 25, 2025), press releases Notes: $1.00 $3.00 $4.00 Apr-25 May-25 Jun-25 Jul-25 Kona historical trading performance
(cont’d) Share price increased 70% in the following 1 month after Samoa’s amended 13D filing, and 110% since the filing 7.6x $1.19 Situation overview 1 7 $2.50 $3.22 Dec ’24 Samoa files an amended 13D indicating it may seek to
further invest in or acquire Kona $2.00 Stock price ($ actuals) Historical NTM trading multiple (x) Dec ’24 NYSE accepts plan to regain compliance with listing standards Unaffected date as of December 17, 2024, the day prior to Samoa’s
amended 13D filing FDSO includes 17.3m common shares and 2.4m warrants issued to Samoa as of June 18, 2025 and 2.0m RSUs as of July 8, 2025, per Kona Management Inclusive of all intraday price movements following the filing of Samoa’s amended
13D Kona stock price and NTM Adj. EBITDA multiple since 1 month prior to Samoa’s amended 13D filing1,2 Select data points Stock price EV / NTM Adj. EBITDA Samoa events Other events Q / K filed Share price 1 day prior to 13D $1.19 1 month
prior 13D (40%) 1 day after 13D (2%) 1 week after 13D 58% 1 month after 13D 70% 3 months after 13D 113% Return since 13D 110% VWAP 1 month after 13D $3.27 3 month after 13D 3.17 6 month after 13D 3.13 Share performance3 High
after 13D $4.88
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CHANGE Ilustrative share price ($) $2.50 $1.19 $3.00 $5.00 $7.00 $9.00 $11.00 $13.00 $15.00 Implied premia to: Current (July 25, 2025) $2.50 - (52.4%) 20.0% 100.0% 180.0% 260.0% 340.0% 420.0% 500.0% 1-month VWAP
$2.59 (3.3%) (54.0%) 16.0% 93.3% 170.7% 248.0% 325.3% 402.7% 480.0% 3-month VWAP $2.52 (0.9%) (52.8%) 18.9% 98.2% 177.5% 256.8% 336.1% 415.3% 494.6% 6-month VWAP
$2.47 1.0% (51.9%) 21.2% 102.1% 182.9% 263.7% 344.6% 425.4% 506.2% 52-week high $4.88 (48.8%) (75.6%) (38.5%) 2.5% 43.4% 84.4% 125.4% 166.4% 207.4% 52-week low
$1.10 127.3% 8.2% 172.7% 354.5% 536.4% 718.2% 900.0% 1,081.8% 1,263.6% (x) Fully diluted shares outstanding (m)3 19 19 19 19 19 19 19 19 19 Implied equity value $48 $23 $58 $96 $135 $173 $212 $250 $289 (+) Value of
Samoa warrants $6 $3 $7 $12 $17 $22 $26 $31 $36 Equity value incl. warrants $54 $26 $65 $108 $151 $195 $238 $281 $325 (+) Net debt4 $283 $283 $283 $283 $283 $283 $283 $283 $283 (+) Preferred stock (at liquidation
pref.)5 186 186 186 186 186 186 186 186 186 Implied enterprise value $523 $495 $534 $577 $621 $664 $707 $751 $794 Memo: implied EV premium Implied multiples: - (5.4%) 2.1% 10.3% 18.6% 26.9% 35.2% 43.5% 51.7% EV /
Adj. EBITDA LTM (March 31, 2025) $53 9.9x 9.4x 10.1x 10.9x 11.7x 12.6x 13.4x 14.2x 15.0x 25E $63 8.4x 7.9x 8.5x 9.2x 9.9x 10.6x 11.3x 12.0x 12.7x 26E $67 7.8x 7.4x 8.0x 8.6x 9.3x 9.9x 10.6x 11.2x 11.9x Memo:
incremental make-whole to Nov. 2025 ($275m) 6 $83 $86 $82 $77 $72 $67 $62 $58 $53 Memo: implied EV / 2025E EBITDA inclusive of make-whole 9.7x 9.3x 9.8x 10.4x 11.1x 11.7x 12.3x 12.9x 13.5x $m, unless noted Current
Unaffected2 Kona’s valuation at various stock prices Sources: Company filings, FactSet (as of July 25, 2025), Kona Management, LTP Notes: Transaction assumed to occur prior to November 15, 2025 with current capital structure Unaffected
date as of December 17, 2024, day prior to Samoa’s amended 13D filing FDSO includes 17.3m common shares as of June 18, 2025 and 2.0m RSUs as of July 8, 2025, per Kona Management Net debt of $283m as of March 31, 2025 Liquidation preference
inclusive of accumulated PIK interest (as of July 25, 2025) Incremental value calculated vs. July 25, 2025 preferred balance and value of Samoa warrants Implied valuation at various prices1 8 Situation overview 41
2 Management LTP
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CHANGE 53.6% 54.5% 55.1% 55.5% 55.7% 2025E 2026E 2027E 2028E 2029E $0.92 $0.87 $0.85 $0.83 $0.82 2025E 2026E 2027E 2028E 2029E 21.4 24.0 26.9 30.1 33.8 2025E 2026E 2027E Sources: Kona Management,
LTP Notes: 2028E 2029E b LTP: review of key plan assumptions 1. Core IoT Connectivity revenue recategorized to include Connectivity, SuperSIM / Carrier+ and SIMs. 2. 2025E includes segments designated by Kona Management as non-core
(incl. CEaaS, PaaS and Vital); 2026E incl. $0.7m of CEaaS revenue ARPU = (IoT Connectivity Revenue / 12) / Average IoT Connectivity Connections. IoT Connectivity includes SIM, SuperSIM / Carrier+, CEaaS, PaaS and Vital Selected KPIs
(Management LTP) Key assumptions a Core IoT Connectivity1 revenue is forecast to grow 2.9% in 2025, reflecting a transitional year with strategic focus on continued improvements to operational efficiency Growth accelerates to 8.3%, 10.4%,
9.7% and 9.7% in 2026 to 2029, respectively, reflecting a return to industry growth rates Hardware revenue is held approximately flat throughout the forecast period, as Management prioritizes higher-margin opportunities that support recurring
Connectivity revenue c Gross margin is forecast to improve, with modest improvements in Connectivity (+1% in 2026) and SuperSIM / Carrier+ (+1% in 2026, +1.5% in 2027 and up +0.5% in 2028), reflecting improved vendor pricing with carriers due
to higher volumes, while accounting for customer re-rates d Operating expenses are forecast to grow 2–3% annually, with the anticipated realization of efficiency gains expected to offset the impact of higher revenue Management believes
additional cost levers are available should revenue fall short of expectations 28 10 EoP total connections (m) ARPU2 Gross margin % YoY growth (%) YoY growth (%) YoY improvement (bps) 9.1% 11.9% 12.3% 11.6% 12.3% (9.5%) (5.2%) (1.9%)
(2.0%) (2.0%) (28) 88 60 41 Management LTP 2
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CHANGE Summary of LTP Sources: Kona Management, LTP Notes: 1. Other tax deductible expenses include integration-related costs and other one-time items Average Connections and ARPU based on IoT Connectivity include SuperSIM / Carrier+,
SIMs, CEaaS, PaaS and Vital offerings ARPU = (IoT Connectivity Revenue / 12) / Average IoT Connectivity Connections. IoT Connectivity includes SIM, SuperSIM / Carrier+, CEaaS, PaaS and Vital 11 Management LTP 2 CAGR $m, unless noted
2022A 2023A 2024A 2025E 2026E 2027E 2028E 2029E '22-'25 '25-'29 Connectivity $158 $161 $166 Super SIM / Carrier+ - 21 40 SIMs 4 4 6 Total IoT Connectivity 163 186 212 Total IoT Solutions 79 62 50 Non-core 26 28 25 $162 $170 $186 $203
$222 48 58 66 74 82 8 8 8 9 9 218 236 260 285 313 59 59 58 59 60 14 1 - - - 1% 8% n.m. 14% 20% 5% 10% 10% (10%) 1% (19%) (100%) Revenue $268 $277 $286 % growth 8% 3% 3% $290 $295 $318 $344 $373 3% 7% 1% 2% 8% 8% 8% Gross profit
$137 $146 $154 % margin 51% 53% 54% $155 $161 $175 $191 $208 4% 8% 54% 54% 55% 55% 56% Adj. EBITDA $63 $56 $53 % margin 23% 20% 19% $63 $67 $78 $90 $103 (0%) 13% 22% 23% 24% 26% 28% (-) One-time items1 (-) Stock-based compensation (tax
deductible) (-) Tax D&A ($15) ($2) ($2) - - (1) (2) (3) (4) (4) (36) (35) (23) (22) (22) EBIT % margin $10 $28 $49 $63 $77 66% 4% 9% 15% 18% 21% Memo: Average connections (m)2 18.7 ARPU2,3 $1.01 CapEx (13) 20.5 22.7 25.5 28.5
31.9 12% $0.92 $0.87 $0.85 $0.83 $0.82 (3%) (10) (10) (9) (10) (10) (0%)
3 Preliminary valuation perspectives
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Overview of preliminary valuation methodologies and other references Preliminary valuation perspectives 3 Selected public company analysis Selected publicly-traded companies in the IoT Solutions sector Selected precedent
acquisition transactions in the IoT Solutions sector Selected precedent transactions analysis Analysis of LTP as approved by the Special Committee Valuation date as of December 31, 2025 Terminal multiple range of 8.0x – 10.0x Weighted
average cost of capital (WACC) of 13.0 – 17.0% Illustrative discounted cash flow analysis Other references Premia paid analysis Analysis of observed premia to unaffected stock price in all-cash going private transactions and
acquisitions □ Going-private transactions include U.S. targets with transaction enterprise values above $250m since 2017 Other metrics Kona 52-week stock trading range Equity research analysts stock price targets 13
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CHANGE WACC 8.0x 8.5x 9.0x 9.5x 10.0x 8.0x 8.5x 9.0x 9.5x 10.0x 8.0x 8.5x 9.0x 9.5x 10.0x 13.0% $707 $742 $776 $810 $845 78% 79% 80% 81% 81% $7.76 $9.54 $11.33 $13.11 $14.89 14.0% 686 719 752 785 818 77% 78% 79% 80% 81% 6.63 8.35 10.07 11.79 13.52 15.0% 665 697 729 761 793 77% 78% 79% 80% 81% 5.54 7.21 8.87 10.53 12.20 16.0% 645 676 706 737 768 77% 78% 79% 80% 80% 4.51 6.11 7.72 9.32 10.93 17.0% 625 655 685 715 745 76% 78% 78% 79% 80% 3.51 5.06 6.61 8.16 9.71 Implied
share price at terminal multiple of 6 Enterprise value ($m) at terminal multiple of 6 PV of terminal value as % of EV at terminal multiple of 6 Illustrative discounted cash flow analysis 14 Sources: Company filings, Kona Management,
LTP Notes: Unlevered cash flow line items based on LTP 2029E revenue growth rate applied to terminal revenue and Adj. EBITDA margin held flat Per Kona Management, other tax deductible expenses include acquisition costs, integration-related
costs and other one-time items 40% of SBC is tax-deductible per Kona Management. SBC treated as cash expense 25% tax rate per LTP Valuation date assumed as of December 31, 2025. FDSO includes 17.3m common shares and 2.4m warrants issued to
Samoa as of June 18, 2025 and 2.0m RSUs as of July 8, 2025, preferred stock valued at liquidation value of 1.8x MOIC ($275m), senior secured note valued at principal balance as of March 31, 2025 ($188m), backstop notes valued at principal value
as of March 31, 2025 ($120m), cash balance as of March 31, 2025 ($20m), all per Kona Management and company filings 2 Projected cash flows1 $m 2026E 2027E 2028E 2029E Terminal period Total revenue $295 $318 $344 $373 $405 % growth 1.9%
7.6% 8.3% 8.4% 8.4% Adj. EBITDA $67 $78 $90 $103 $112 % margin 22.7% 24.4% 26.1% 27.7% (-) One-time items 3 (2) (2) - - (-) Stock-based compensation (tax deductible)4 (2) (3) (4) (4) (-) Tax D&A (35) (23) (22) (22) 27.7% -
(4) (10) EBIT $28 $49 $63 $77 $98 (-) Tax at 25% rate 5 (7) (12) (16) (19) (24) NOPAT $21 $37 $48 $58 $73 (+) Tax D&A 35 23 22 22 (-) Stock-based compensation (non-tax deductible)4 (3) (5) (6) (6) (-) CapEx (10) (9) (10)
(10) (+/-) Source / (use) of NWC (0) (1) (1) (1) 10 (6) (10) (1) Unlevered FCF $43 $45 $53 $62 $66 Preliminary valuation perspectives 3
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CHANGE $5.01 $7.22 $8.02 $3.49 $10.98 $10.37 $9.26 $11.38 Illustrative discounted cash flow analysis sensitivity DCF sensitivity to various operating assumptions 15 Implied per-share midpoint DCF range1 LTP
assumption Item Sources: Company filings, Kona Management, LTP Notes: Sensitivity analyses vs. LTP. Valuation date assumed as of December 31, 2025. FDSO includes 17.3m common shares and 2.4m warrants issued to Samoa as of June 18, 2025 and
2.0m RSUs as of July 8, 2025 per Kona Management. Assumes WACC of 15.0% and terminal multiple midpoint of 9.0x 2025E to 2029E CAGR 53.6% represents 2025E LTP gross margin and 56.7% represents 2029E LTP gross margin +1% Represents 2026E
margin Sensitivity range Avg. connections (% CAGR)2 Average connections reach 31.9m by 2029 2025-2029 CAGR of 12% 9% 13% 12% IoT Solutions (% CAGR) IoT Solutions has ~1% CAGR across 2025 to 2029 (5%) 5% 1% Gross margin (%
+/-) Gross margin increases from 53.6% in 2025 to 55.7% in 2029 53.6%3 56.7%3 55.7% Adj. EBITDA margin increases from 21.6% in 2025 to 27.7% in 2029 Terminal Adj. EBITDA margin 22.7%4 30% 27.7% TMM Base DCF midpoint:
$8.87 Preliminary valuation perspectives 3
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CHANGE $m, unless noted1, 2 price ($) high cap value 2025E 2026E 2025E 2026E 2025E 2026E 2025E 2026E Kona LTP $2.50 51.2% $54 $523 1.8x 1.8x 8.4x 7.8x 1.4% 1.9% 21.6% 22.7% Kona
consensus $2.50 51.2% $54 $523 1.8x 1.7x 8.1x 7.2x 2.6% 6.7% 22.0% 23.3% IoT Solutions Digi $33.54 90.5% $1,298 $1,343 3.1x 3.0x 12.8x 12.3x 1.0% 3.6% 24.5% 24.7% Powerfleet
3 4.57 52.5% 617 842 2.0x 1.8x 8.7x 6.6x 14.1% 11.7% 23.3% 27.8% Ituran 40.70 89.6% 810 762 2.2x 2.1x 7.7x 7.3x 4.4% 5.7% 28.1% 28.2% Mean 2.4x 2.3x 9.8x 8.7x 6.5% 7.0% 25.3% 26.9% Median 2.2x 2.1x 8.7x 7.3x 4.4% 5.7% 24.5% 27.8% Share %52w Market Enterprise EV
/ Revenue EV / Adj. EBITDA Revenue growth Adj. EBITDA margin Selected public company analysis Sources: Company filings, FactSet (as of July 25, 2025), Kona Management, LTP Notes: Metrics based on median consensus estimate Digi and
Powerfleet financials calendarized to Kona’s fiscal year ending December 31 Powerfleet pro-forma financials include the acquisition of MiX Telematics in October 2023 and Fleet Complete in September 2024 16 Preliminary valuation
perspectives 3
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CHANGE - 4.0x 8.0x 12.0x 16.0x 20.0x Jul-15 Jul-17 Jul-19 Jul-21 Jul-23 Jul-25 Selected public company analysis: valuation over time EV / NTM EBITDA (L10Y) 17 Sources: Company filings, FactSet (as of July 25, 2025), Kona
Management Note: 1. Kona since 2021 de-SPAC Kona1 IoT Solutions Preliminary valuation perspectives 3 Average EV / NTM Adj. EBITDA since July 2015 10yr 5yr 4yr 3yr 2yr 1yr Kona1 n.a n.a. 8.1x 7.2x 7.0x 7.2x IoT
Solutions Digi 10.0x 12.1x 12.4x 12.6x 11.4x 11.7x Powerfleet 15.4x 12.8x 12.0x 10.7x 10.2x 8.6x 9.0x 7.6x Ituran 6.8x 5.6x 5.4x 5.2x 5.3x 6.0x Mean 10.7x 10.2x 9.9x 9.5x 9.0x 8.8x
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CHANGE Target Acquiror EV
($m)3 $200 $52 $126 $1,246 $375 $1,134 $86 $137 $1,034 Date Sep-24 Sep-24 Oct-23 Aug-22 May-21 Apr-21 Apr-19 Mar-19 Jan-19 7.8x 2.1x 17.7x 8.0x 18.7x 6.8x 3.9x 40.9x 9.2x 22.9x 16.2x 10.0x 12.7x Selected
precedent transactions Sources: Company filings, press releases Notes: Calculated using reported synergies where available Acquisition completed under the name I.D. Systems (rebranded as Powerfleet on October 3, 2019) 3. Shown in US$m,
converted at announcement date EV / LTM Adj. EBITDA multiples of select IoT Solutions sector transactions since 2019 18 (Telematics) 2 Value of synergies 15.7x 12.7x 8.9x 7.9x Gross mean: 15.7x Gross median: 12.7x Synergized mean:
8.91 Synergized median: 7.9x1 Preliminary valuation perspectives 3
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Illustrative PV of Kona future share value Share price sensitivity at trading multiple between 8 – 12x and cost of equity of 15 – 20% Sources: Bloomberg, company filings, FactSet (as of July 25, 2025), Kona Management, LTP Notes: 1.
Illustrative share prices based on FDSO including 17.3m common shares as of June 18, 2025 and 2.0m RSUs as of July 8, 2025, per Kona Management 2. Assumes current capital structure (as of March 31, 2025) and cost of equity 15 - 20% Accounts
for total capital returned to Samoa includes preferred stock (valued at liquidation preference inclusive of accumulated PIK interest), value of warrants and incremental amount to minimum MOIC (where applicable) Cost of equity held at
17.5% NPV of future share value1,2,3 9.0x 8.0x EV / NTM Adj. EBITDA4: 11.0x 10.0x 12.0x 19 Preliminary valuation
perspectives 3 n.m. $1.99 $4.98 $6.95 $2.20 $5.19 $8.72 $10.66 $5.37 $8.43 $12.12 $13.77 $8.59 $11.65 $15.14 $16.67 $2.50 $11.81 $14.86 $18.00 $19.50 - $5.00 $10.00 $15.00 $20.00 Current 2025E 2026E 2027E 2028E Ke 8.0x 9.0x 10.0x 11.0x 12.0x 15.0% n.m. $2.22 $5.42 $8.67 $11.92 17.5% n.m. 2.20 5.37 8.59 11.81 20.0% n.m. 2.18 5.32 8.51 11.70 Ke 8.0x 9.0x 10.0x 11.0x 12.0x 15.0% $2.05 $5.35 $8.70 $12.02 $15.33 17.5% 1.99 5.19 8.43 11.65 14.86 20.0% 1.93 5.04 8.18 11.30 14.42 Ke 8.0x 9.0x 10.0x 11.0x 12.0x 15.0% $5.24 $9.19 $12.77 $15.95 $18.97 17.5% 4.98 8.72 12.12 15.14 18.00 20.0% 4.73 8.28 11.51 14.38 17.11 Ke 8.0x 9.0x 10.0x 11.0x 12.0x 15.0% $7.48 $11.48 $14.83 $17.95 $21.00 17.5% 6.95 10.66 13.77 16.67 19.50 20.0% 6.47 9.92 12.81 15.51 18.14 Implied
PV of '25E share price at illustrative trading multiple of Implied PV of '26E share price at illustrative trading multiple of Implied PV of '27E share price at illustrative trading multiple of Implied PV of '28E share price at illustrative
trading multiple of
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Illustrative PV of Kona future share value (cont’d) 2025-2029 Revenue CAGR sensitivity from 3 to 8% for 2026E, 2027E and 2028E Assumptions1,2 2026E1,2 Summary assumptions: 1 EBITDA margins consistent with prior scenario 2 Cost
of equity held at 17.5% (midpoint of sensitivity range) 3 Exit multiple range of 8 – 12x NTM adj. EBITDA 4 LTP assumes revenue CAGR of 7% Sources: Bloomberg, company filings, FactSet (as of July 25, 2025), LTP, Kona Management Notes: 1.
Illustrative share prices based on FDSO including 17.3m common shares as of June 18, 2025 and 2.0m RSUs as of July 8, 2025, per Kona Management 2. Accounts for total capital returned to Samoa includes preferred stock (valued at liquidation
preference inclusive of accumulated PIK interest), value of warrants and incremental amount to minimum MOIC (where applicable) 2027E1,2 2028E1,2 20 Preliminary valuation perspectives 3 Revenue Implied PV of '26E share price at
illustrative trading multiple of CAGR
('25-'29) 8.0x 9.0x 10.0x 11.0x 12.0x 3% $0.42 $3.28 $6.30 $9.29 $12.29 4% 0.86 3.81 6.90 9.96 13.01 5% 1.31 4.36 7.50 10.63 13.74 6% 1.75 4.91 8.12 11.30 14.48 7% 1.99 5.19 8.43 11.65 14.86 8% 2.44 5.75 9.06 12.34 15.61 Revenue Implied
PV of '27E share price at illustrative trading multiple of CAGR
('25-'29) 8.0x 9.0x 10.0x 11.0x 12.0x 3% $1.91 $5.82 $8.95 $11.90 $14.62 4% 2.95 6.63 9.83 12.87 15.56 5% 3.80 7.45 10.73 13.77 16.52 6% 4.59 8.29 11.64 14.67 17.50 7% 4.98 8.72 12.12 15.14 18.00 8% 5.73 9.58 13.06 16.06 19.01 Revenue Implied
PV of '28E share price at illustrative trading multiple of CAGR
('25-'29) 8.0x 9.0x 10.0x 11.0x 12.0x 3% $2.97 $7.23 $10.07 $12.64 $15.13 4% 4.38 8.18 11.09 13.75 16.33 5% 5.48 9.15 12.13 14.89 17.57 6% 6.46 10.15 13.21 16.06 18.84 7% 6.95 10.66 13.77 16.67 19.50 8% 7.89 11.69 14.89 17.90 20.83
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Share price premium 1-day 19.5% 31.8% 44.8% 54.1% 94.4% 25th percentile Median Mean 75th percentile 90th percentile Premiums paid analysis Share price premium 1-month Source: Refinitiv Note: Analysis includes 152
going-private transactions since 2017 with EV values greater than $250m, excludes target businesses in financial services, real estate, energy, biotechnology and pharmaceutical sectors 21 23.2% 37.0% 42.7% 57.1% 81.1% 25th
percentile Median Mean 75th percentile 90th percentile Preliminary valuation perspectives 3
Appendices
Appendix A Additional valuation support
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE 4% 9% 1% 1% 5% 27% 18% n.a. 24% 19% 7% 4% 2% 1% 3% 8% 1% 12% 5% 6% 48% 52% 73% 60% 54% 8% 24% n.a. 9% (8%) 24 Selected public company analysis: operational benchmarking Historical financials1 2022A –
2024A 2022A – 2024A 2024A 2022A – 2024A 2024A 2024A 3% | 4% 6% | 6% 56% | 58% 9% | 14% 24% | 23% 2% | 3% Gross profit CAGR Gross profit margin Adj. EBITDA CAGR Adj. EBITDA margin CapEx % of sales Revenue CAGR Solutions
only 2 Sources: Company filings, Kona Management Notes: Digi and Powerfleet financials calendarized to Kona’s fiscal year ending December 31 Pro-forma for MiX Telematics (acquired October 2023) excluding Fleet Complete (acquired September
2024) Additional valuation support A
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Additional reference points: acquired IoT providers Historical financials1 Sources: Company filings, press releases Notes: Calendarized to Kona’s fiscal year ending December 31; margins and CapEx % sales based on final year of
public reporting EV / adj. LTM EBITDA Filed for Ch. 11 bankruptcy in June 2024 (2021A – 2023A) Acquired by Powerfleet in October 2023 for 3.9x2 (2021A – 2024A) Acquired by GI Partners in September 2021 for 22.9x2 (2018A – 2020A) Revenue
CAGR CapEx % of sales Additional valuation support A 25 7% 1% (2%) %) Gross profit CAGR Gross profit margin Adj. EBITDA CAGR Adj. EBITDA Margin 5% 3% (6%) 63% 68% 37% (11%) (2 (25%) 20% 35% 6% 14% 12% 4%
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE 5% 13% 8% 3% 5% 2% n.a. 58% n.a. 62% 56% 54% 7% 42% n.a. 4% 17% 12% 28% 23% n.a. 25% 22% 22% n.a. 7% n.a. 1% 3% 4% Kona Consensus LTP 26 Sources: Company filings, FactSet (as of July 25, 2025), Kona
Management, LTP, Wall Street research Notes: 1. Digi and Powerfleet financials calendarized to Kona’s fiscal year ending December 31 2. Pro-forma for MiX Telematics (acquired October 2023) and Fleet Complete (acquired September
2024) Additional valuation support A Selected public company analysis: operational benchmarking Forward financials1 2024A – 2026E 2025E 2024A – 2026E 2025E 2025E Gross profit margin Adj. EBITDA CAGR Adj. EBITDA margin CapEx % of
sales Revenue CAGR 7% | 7% 60% | 60% 7% | 18% 25% | 25% 4% | 4% 2 Solutions only
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE - 57% 43% - - -
Appendix B Other supporting materials
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Mar-25 Interest rate Maturity Net leverage $25m WhiteHorse senior secured revolver – 2.6x $185m WhiteHorse senior secured term loan1 $120m Convertible backstop notes 183 120 S+650 S+650
5.50% 11/15/2028 11/15/2028 9/30/2028 Total debt 4.6x $153m Series A-1 preferred2 $303 186 13.0% 11/15/2033 Credit metrics Gross leverage Gross leverage (including preferred equity) 1st lien net leverage5 Net leverage Net leverage
(including preferred equity) 5.0x 8.0x 2.6x 4.6x 7.7x Total debt and preferred $489 7.7x Cash and cash equivalents (20) Net debt incl. preferred $469 Market capitalization (based on $2.50 stock price)3 54 Total capitalization
$523 LTM Credit Agreement EBITDA4 $61 Existing capital structure overview Balance sheet as of March 31, 2025 Capitalization overview ($m) Sources: Company filings, FactSet (as of July 25, 2025), Kona Management Notes: Term loan has a 1%
prepayment premium prior to November 9, 2025 Valued at liquidation preference inclusive of accumulated PIK interest (as of July 25, 2025) FDSO includes 17.3m common shares and 2.4m warrants issued to Samoa as of June 18, 2025 and 2.0m RSUs as
of July 8, 2025, per Kona Management Q1 2025 LTM Credit Agreement EBITDA per Kona Management inclusive of pro-forma adjustments Includes senior secured term loan and revolver Other supporting materials B 29 Liquidation value increases to
$275m (1.8x par) following November 15, 2025 Liquidity analysis $25m Senior Secured RCF $25 (-) Amount outstanding – Facility available $25 (+) Cash and cash equivalents 20 Total liquidity $45
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Amelia 25% Samoa 12% Individual 7% Active 22% Passive 20% Overview of top 10 shareholders Investor details Holding Shareholder Type % BSO incl. Samoa warrants1 % BSO Amelia Active 25% 28% Samoa Active 12% - Corient
Private Wealth LLC Passive 11% 12% Koch Industries (Investment Management) Active 10% 12% Cerberus Active 7% 8% Twilio, Inc Passive 5% 6% Terrdian CCPC 2 Individual 5% 6% Goldman Sachs & Co LLC (Private Banking) Active 5% 5% Dotmar
Investments Ltd Passive 4% 5% Jared Deith3 Individual 2% 3% Top 10 shareholders 86% 84% % of BSO (incl. Samoa warrants)1 Kona shareholder base Samoa and Amelia collectively own ~37% of Kona’s basic shares outstanding, assuming
Samoa chooses to exercise its warrants1 Sources: Bloomberg, company filings, Kona Management Notes: 1. 17.3m common shares outstanding and 2.4m warrants issued to Samoa, per Kona Management Terence Jarman, former Chairman of Kona, is
President of Terrdian CCPC Jared Deith is the current CRO at Kona Other supporting materials B Upon exercise of the Samoa warrants, Amelia and Samoa collectively hold ~37% of basic shares outstanding 30
### EX-99.(C)(IV) - EXHIBIT (C)(IV)
EX-99.(C)(IV)
4
ny20068726x2_exciv.htm
EXHIBIT (C)(IV)
Exhibit (c)(iv)
DRAFT All numbers and references herein are highly preliminary and subject to
material refinement Project Kona | 2025 Model Update September 2025 Exhibit (c)(iv)
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE 2025E – 8+4 Management model update Comparison of 5+7 and 8+4 2025 Management models ($m) Notes: T-Mobile commissions of $8.9m in the 5+7 have been reallocated from COGS to SG&A which now aligns with company filings Excludes
capitalized R&D 5+7 TMO commission 5+7 (adjusted) 8+4 Difference reclassification1 Connectivity Revenue $225.7 $225.7 $226.3 $0.7 Solutions Revenue 64.3 64.3 63.7 (0.7) Revenue $290.0 $290.0 $290.0 ($0.0) Connectivity
Gross Profit $136.8 $136.8 $137.2 $0.4 Solutions Gross Profit 18.5 8.9 27.4 24.4 (3.0) Total Gross Profit $155.4 $164.3 $161.6 ($2.6) % margin 53.6% 56.6% 55.7% (0.9%) OpEx2 $93.4 $8.9 $102.3 $102.3 $0.0 Other Income
/ (Expense) $0.7 $0.7 $4.7 $4.0 Adj. EBITDA $62.7 $62.7 $64.0 $1.4 % margin 21.6% 21.6% 22.1% 0.5% Memo: Integration and One-Time Items (15.4) (15.4) (18.9) (3.6) Labor CapEx (7.4) (7.4) (6.9) 0.5 Cash Bonus (STI /
LTI) (6.4) (6.4) (5.8) 0.6 2
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE 2 Disclaimer This presentation was prepared exclusively by Rothschild & Co US Inc. (“Rothschild & Co”) on a confidential basis. Rothschild & Co has not assumed any responsibility for independent verification of any of the
information contained herein and Rothschild & Co has relied on such information being complete and accurate in all material respects. Accordingly, no representation or warranty, express or implied, can be made or is made by Rothschild &
Co as to the accuracy or completeness of any such information. Except where otherwise indicated, this presentation speaks as of the date hereof and is necessarily based upon the information available to Rothschild & Co and financial, stock
market and other conditions and circumstances existing and disclosed to Rothschild & Co as of the date hereof, all of which are subject to change. Rothschild & Co does not have any obligation to update, bring-down, review or reaffirm
this presentation. Under no circumstances should the delivery of this presentation imply that any information or analyses included in this presentation would be the same if made as of any other date. Nothing contained in this presentation is,
or shall be relied upon as, a promise or representation as to the past, present or future. This presentation provides summary information only and is being delivered solely for informational purposes. Rothschild & Co does not provide
legal, tax or accounting advice of any kind. By receipt of this presentation, the recipient acknowledges that it is not relying on Rothschild & Co for legal, tax or accounting advice, and that the recipient should receive separate and
qualified legal, tax and accounting advice in connection with any transaction or course of conduct. Nothing contained herein shall be deemed to be a recommendation from Rothschild & Co to any party to enter into any transaction or to take
any course of action. This presentation is not intended to provide a basis for evaluating any transaction or other matter. This presentation is confidential and may not be copied by, or disclosed or made available to, any person without the
prior written consent of Rothschild & Co. Rothschild & Co shall not have any liability, whether direct or indirect, in contract or tort or otherwise, to any person in connection with this presentation.
### EX-99.(C)(V) - EXHIBIT (C)(V)
EX-99.(C)(V)
5
ny20068726x2_excv.htm
EXHIBIT (C)(V)
Exhibit (c)(v)
DRAFT All numbers and references herein are highly preliminary and subject to
material refinement Project Kona | Management LTP Update October 2025 Exhibit (c)(v)
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE 5+7 vs. 9+3 Management LTP Comparison of prior Management LTP and updated model ($m) Comparison Year Prior LTP (5+7) 2025E 2026E 2027E 2028E 2029E Updated Model (9+3) Difference (9+3 -
5+7) 2025E 2026E 2027E 2028E 2029E 2025E 2026E 2027E 2028E 2029E Connectivity revenue $225.7 $236.6 $260.2 $285.5 $313.2 $225.8 $238.7 $260.2 $285.5 $313.2 $0.1 $2.1 - - - % growth -
YoY 4.8% 10.0% 9.7% 9.7% 5.7% 9.0% 9.7% 9.7% 91bps (99bps) - - Solutions revenue 64.3 58.9 57.9 58.9 60.0 64.2 56.8 57.9 58.9 60.0 ($0.1) ($2.1) - - - % growth -
YoY (8.4%) (1.8%) 1.7% 2.0% (11.6%) 1.9% 1.7% 2.0% (320bps) 372bps - - Total Revenue $290.0 $295.5 $318.1 $344.3 $373.2 $290.0 $295.5 $318.1 $344.3 $373.2 - - - - - % growth -
YoY 1.9% 7.6% 8.3% 8.4% 1.9% 7.6% 8.3% 8.4% - - - - Connectivity Gross Profit $136.8 $143.0 $157.7 $173.3 $190.1 $135.1 $145.1 $157.7 $173.3 $190.1 ($1.7) $2.1 - - - % connectivity
revenue 60.6% 60.4% 60.6% 60.7% 60.7% 59.8% 60.8% 60.6% 60.7% 60.7% (79bps) 36bps - - - Solutions Gross Profit 26.1 23.4 22.3 22.3 22.3 25.0 21.2 22.3 22.3 22.3 (1.1) (2.1) - - - % solutions
revenue 40.6% 39.7% 38.6% 37.9% 37.2% 38.9% 37.4% 38.6% 37.9% 37.2% (167bps) (228bps) - - - Gross profit $162.9 $166.3 $180.0 $195.6 $212.4 $160.1 $166.3 $180.0 $195.6 $212.4 ($2.8) - - - - %
margin 56.2% 56.3% 56.6% 56.8% 56.9% 55.2% 56.3% 56.6% 56.8% 56.9% (98bps) - - - - SG&A ($100.9) ($103.3) ($106.4) ($109.6) ($113.0) ($101.9) ($103.9) ($106.4) ($109.6) ($113.0) ($1.0) ($0.6) - - - %
revenue 34.8% 35.0% 33.4% 31.8% 30.3% 35.1% 35.2% 33.4% 31.8% 30.3% 35bps 21bps - - - Total TSA & Royalty income $0.7 $0.9 $0.8 $0.8 $0.9 $4.7 $0.7 $0.8 $0.8 $0.9 $4.0 ($0.2) - - - Adjusted
EBITDA $62.7 $64.0 $74.4 $86.9 $100.3 $62.8 $63.1 $74.4 $86.9 $100.3 $0.2 ($0.8) - - - % margin 21.6% 21.6% 23.4% 25.2% 26.9% 21.7% 21.4% 23.4% 25.2% 26.9% 6bps (28bps) - - - Labor
CapEx ($7.4) ($7.7) ($7.3) ($7.5) ($7.8) ($7.2) ($6.9) ($7.3) ($7.5) ($7.8) $0.3 $0.8 - - - PP&E CapEx (2.9) (2.5) (2.1) (2.3) (2.5) (2.9) (2.5) (2.1) (2.3) (2.5) - - - - - CapEx and Cap
Labor ($10.3) ($10.2) ($9.4) ($9.8) ($10.2) ($10.1) ($9.4) ($9.4) ($9.8) ($10.2) $0.3 $0.8 - - - % revenue 3.6% 3.5% 3.0% 2.8% 2.7% 3.5% 3.2% 3.0% 2.8% 2.7% (10bps) (28bps) - - - Adj. EBITDA -
CapEx $52.3 $53.8 $65.0 $77.1 $90.1 $52.8 $53.8 $65.0 $77.1 $90.1 $0.5 - - - - % margin 18.0% 18.2% 20.4% 22.4% 24.1% 18.2% 18.2% 20.4% 22.4% 24.1% 16bps - - - - Memo: Cash Bonus (STI and
LTI) $6.4 $6.8 $7.0 $7.8 $8.7 $5.6 $6.8 $7.0 $7.8 $8.7 ($0.7) - - - - Integration-Acquisition related (15.4) (2.0) (2.0) - - (18.8) (2.0) (2.0) - - (3.4) - - - - 2
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE 2 Disclaimer This presentation was prepared exclusively by Rothschild & Co US Inc. (“Rothschild & Co”) on a confidential basis. Rothschild & Co has not assumed any responsibility for independent verification of any of the
information contained herein and Rothschild & Co has relied on such information being complete and accurate in all material respects. Accordingly, no representation or warranty, express or implied, can be made or is made by Rothschild &
Co as to the accuracy or completeness of any such information. Except where otherwise indicated, this presentation speaks as of the date hereof and is necessarily based upon the information available to Rothschild & Co and financial, stock
market and other conditions and circumstances existing and disclosed to Rothschild & Co as of the date hereof, all of which are subject to change. Rothschild & Co does not have any obligation to update, bring-down, review or reaffirm
this presentation. Under no circumstances should the delivery of this presentation imply that any information or analyses included in this presentation would be the same if made as of any other date. Nothing contained in this presentation is,
or shall be relied upon as, a promise or representation as to the past, present or future. This presentation provides summary information only and is being delivered solely for informational purposes. Rothschild & Co does not provide
legal, tax or accounting advice of any kind. By receipt of this presentation, the recipient acknowledges that it is not relying on Rothschild & Co for legal, tax or accounting advice, and that the recipient should receive separate and
qualified legal, tax and accounting advice in connection with any transaction or course of conduct. Nothing contained herein shall be deemed to be a recommendation from Rothschild & Co to any party to enter into any transaction or to take
any course of action. This presentation is not intended to provide a basis for evaluating any transaction or other matter. This presentation is confidential and may not be copied by, or disclosed or made available to, any person without the
prior written consent of Rothschild & Co. Rothschild & Co shall not have any liability, whether direct or indirect, in contract or tort or otherwise, to any person in connection with this presentation.
### EX-99.(C)(VI) - EXHIBIT (C)(VI)
EX-99.(C)(VI)
6
ny20068726x2_excvi.htm
EXHIBIT (C)(VI)
Exhibit (c)(vi)
Project Kona Special Committee materials November 4, 2025 DRAFT All numbers
and references herein are highly preliminary and subject to material refinement Exhibit (c)(vi)
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Disclaimer 1. Section name This presentation was prepared by Rothschild & Co US Inc. (“Rothschild & Co”) on a confidential basis for the benefit and internal use of the Special Committee (the “Special Committee”) of the Board
of Directors of KORE Group Holdings, Inc. (the “Company” or “Kona”) in the context of the Special Committee’s consideration of the matters described herein. In creating this presentation, Rothschild & Co has relied upon information that is
publicly available or which was provided to Rothschild & Co by or on behalf of the Company’s management, including, without limitation, management operating and financial forecasts or projections. Such information involves numerous
significant assumptions and subjective determinations that may or may not be correct. Rothschild & Co has not assumed any responsibility for independent verification of any of such information contained herein, including, but not limited
to, any forecasts or projections set forth herein, and Rothschild & Co has relied on such information being complete and accurate in all material respects. Accordingly, no representation or warranty, express or implied, can be made or is
made by Rothschild & Co as to the accuracy or completeness of any such information or the achievability of any such forecasts or projections. Except where otherwise indicated, this presentation speaks as of the date hereof and is
necessarily based upon the information available to Rothschild & Co and financial, stock market and other conditions and circumstances existing and disclosed to Rothschild & Co as of the date hereof, all of which are subject to change.
Rothschild & Co does not have any obligation to update, bring-down, review or reaffirm this presentation. Under no circumstances should the delivery of this presentation imply that any information or analyses included in this presentation
would be the same if made as of any other date. Nothing contained in this presentation is, or shall be relied upon as, a promise or representation as to the past, present or future. Nothing contained herein shall be deemed to be a
recommendation from Rothschild & Co to any party, including without limitation, any security holder of the Company, to enter into any transaction or to take any course of action. By accepting these materials, the Special Committee
acknowledges that Rothschild & Co is not in the business of providing (and the Special Committee is not relying on Rothschild & Co for) legal, tax or accounting advice, and the Special Committee should receive (and rely on) separate and
qualified legal, tax and accounting advice. These materials do not constitute an offer or solicitation to sell or purchase any securities. Rothschild & Co is not acting in any capacity as a fiduciary or agent of the Special Committee, the
Board of Directors of the Company, the Company or the Company’s security holders. In the ordinary course of their asset management, merchant banking and other business activities, affiliates of Rothschild & Co may at any time hold long or
short positions, and may trade or otherwise effect transactions, for their own accounts or the accounts of their clients in equity, debt or other securities (or related derivative securities) or financial instruments of the Company or any of
its affiliates or any other company that may be involved in any transaction. This presentation is confidential and was not prepared with a view to public disclosure or filing thereof under state or federal securities laws or otherwise. This
presentation may not be copied by, or disclosed or made available to, any person without the prior written consent of Rothschild & Co. This presentation was not prepared for use by readers not as familiar with the business and affairs of
the Company as the Special Committee, and accordingly, Rothschild & Co does not take any responsibility for the accuracy or completeness of any material if used by persons other than the Special Committee. Rothschild & Co shall not
have any liability, whether direct or indirect, in contract or tort or otherwise, to any person in connection with this presentation. 2
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Kona’s valuation at various stock prices Sources: Company filings, FactSet (as of November 3, 2025), Kona Management, 9+3 LTP Notes: Transaction assumed to occur after November 15, 2025 with current capital structure Unaffected date
as of December 18, 2024, day prior to Samoa’s initial amended 13D filing FDSO includes 17.5m common shares and 1.6m RSUs as of October 6, 2025, per Kona Management Net debt of $282m as of September 30, 2025 Inclusive of preferred equity
redeemed at 1.8x minimum return inclusive of accumulated PIK interest and value of 2.4m warrants Additional payment in the event of a change of control comprised of the remaining coupons to maturity and accrued interest on the $120m in
backstop notes, as of November 16, 2025 Implied valuation at various prices1 8 Ilustrative share price ($) $3.98 $1.17 $5.00 $6.00 $7.00 $8.00 $9.00 $10.00 Implied premia to: Current (November 3,
2025) $3.98 - (71%) 26% 51% 76% 101% 126% 151% Unaffected $1.17 240% - 327% 413% 498% 584% 669% 755% 1-month VWAP $3.29 21% (64%) 52% 82% 113% 143% 173% 204% 3-month
VWAP $2.86 39% (59%) 75% 110% 144% 179% 214% 249% 6-month VWAP $2.71 47% (57%) 85% 122% 158% 195% 232% 269% 52-week high $4.88 (18%) (76%) 2% 23% 43% 64% 84% 105% 52-week
low $1.10 262% 6% 355% 445% 536% 627% 718% 809% (x) Fully diluted shares outstanding (m)3 19 19 19 19 19 19 19 19 Implied equity value (excl. Samoa warrants) $76 $22 $96 $115 $134 $153 $172 $191 (+) Net
debt4 $282 $282 $282 $282 $282 $282 $282 $282 (+) Returned capital to Samoa5 275 275 275 275 275 275 275 275 Implied enterprise value $633 $580 $653 $672 $691 $710 $729 $749 Memo: implied EV
premium - (8.5%) 3.1% 6.1% 9.1% 12.1% 15.2% 18.2% Memo: mandatory redemption of backstop notes 6 $20 $20 $20 $20 $20 $20 $20 $20 Implied multiples: EV / Adj. EBITDA LTM (September 30,
2025) $60 10.6x 9.7x 10.9x 11.3x 11.6x 11.9x 12.2x 12.5x 25E $63 10.1x 9.2x 10.4x 10.7x 11.0x 11.3x 11.6x 11.9x 26E $63 10.0x 9.2x 10.3x 10.6x 10.9x 11.3x 11.6x 11.9x $m, unless noted 2 Current Unaffected
Initial offer
### EX-99.(C)(VII) - EXHIBIT (C)(VII)
EX-99.(C)(VII)
7
ny20068726x2_excvii.htm
EXHIBIT (C)(VII)
Exhibit (c)(vii)
Project Kona Updated valuation materials November 2025 DRAFT All numbers and
references herein are highly preliminary and subject to material refinement Exhibit (c)(vii)
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Disclaimer 1. Section name This presentation was prepared by Rothschild & Co US Inc. (“Rothschild & Co”) on a confidential basis for the benefit and internal use of the Special Committee (the “Special Committee”) of the Board
of Directors of KORE Group Holdings, Inc. (the “Company” or “Kona”) in the context of the Special Committee’s consideration of the matters described herein. In creating this presentation, Rothschild & Co has relied upon information that is
publicly available or which was provided to Rothschild & Co by or on behalf of the Company’s management, including, without limitation, management operating and financial forecasts or projections. Such information involves numerous
significant assumptions and subjective determinations that may or may not be correct. Rothschild & Co has not assumed any responsibility for independent verification of any of such information contained herein, including, but not limited
to, any forecasts or projections set forth herein, and Rothschild & Co has relied on such information being complete and accurate in all material respects. Accordingly, no representation or warranty, express or implied, can be made or is
made by Rothschild & Co as to the accuracy or completeness of any such information or the achievability of any such forecasts or projections. Except where otherwise indicated, this presentation speaks as of the date hereof and is
necessarily based upon the information available to Rothschild & Co and financial, stock market and other conditions and circumstances existing and disclosed to Rothschild & Co as of the date hereof, all of which are subject to change.
Rothschild & Co does not have any obligation to update, bring-down, review or reaffirm this presentation. Under no circumstances should the delivery of this presentation imply that any information or analyses included in this presentation
would be the same if made as of any other date. Nothing contained in this presentation is, or shall be relied upon as, a promise or representation as to the past, present or future. Nothing contained herein shall be deemed to be a
recommendation from Rothschild & Co to any party, including without limitation, any security holder of the Company, to enter into any transaction or to take any course of action. By accepting these materials, the Special Committee
acknowledges that Rothschild & Co is not in the business of providing (and the Special Committee is not relying on Rothschild & Co for) legal, tax or accounting advice, and the Special Committee should receive (and rely on) separate and
qualified legal, tax and accounting advice. These materials do not constitute an offer or solicitation to sell or purchase any securities. Rothschild & Co is not acting in any capacity as a fiduciary or agent of the Special Committee, the
Board of Directors of the Company, the Company or the Company’s security holders. In the ordinary course of their asset management, merchant banking and other business activities, affiliates of Rothschild & Co may at any time hold long or
short positions, and may trade or otherwise effect transactions, for their own accounts or the accounts of their clients in equity, debt or other securities (or related derivative securities) or financial instruments of the Company or any of
its affiliates or any other company that may be involved in any transaction. This presentation is confidential and was not prepared with a view to public disclosure or filing thereof under state or federal securities laws or otherwise. This
presentation may not be copied by, or disclosed or made available to, any person without the prior written consent of Rothschild & Co. This presentation was not prepared for use by readers not as familiar with the business and affairs of
the Company as the Special Committee, and accordingly, Rothschild & Co does not take any responsibility for the accuracy or completeness of any material if used by persons other than the Special Committee. Rothschild & Co shall not
have any liability, whether direct or indirect, in contract or tort or otherwise, to any person in connection with this presentation. 2
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Contents Situation overview Management LTP Preliminary valuation perspectives Appendices 4 8 11 20
1 Situation overview
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE - - Sep-21 Feb-22 Jul-22 Dec-22 May-23 Oct-23 Mar-24 Aug-24 Jan-25 Jun-25 Nov-25 $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 $35.00 $40.00 6-month return 70% 1-year return 127% 2-year return 64% 3-year
return (75%) Return since de-SPAC (92%) VWAP 1-month $4.43 3-month 4.18 6-month 3.96 52-week performance 3 High $4.88 Low 1.10 Historical EV / NTM Adj. EBITDA multiples Current 7.9x 3-month 7.6x 6-month 7.3x 1-year
7.1x Since de-SPAC 7.7x Dec ’24 Samoa files an amended 13D indicating it may seek to further invest in or acquire Kona Mar ’23 Announces acquisition of Twilio’s IoT business unit Jun ’24 1:5 reverse stock split Nov ’24 Completes
operational restructuring plan Nov ’23 Kona reports strategic investment from Samoa disclosing 12.0% ownership2 Apr ’24 CEO transition Feb ’22 Announces acquisition of Business Mobility Partners & SIMON Stock price EV / NTM Adj.
EBITDA Samoa events Other events Q / K filed Share price (November 13, 2025) $3.93 $45.00 3-month return 65% Kona historical trading performance Share price and EV / NTM Adj. EBITDA multiple have declined following the de-SPAC,
although business shows signs of stabilization amidst operational improvements Sources: Company filings, FactSet (as of November 13, 2025), press releases Notes: FDSO includes 17.5m common shares,1.6m RSUs and 2.4m warrants issued to Samoa
as of October 6, 2025, per Kona Management Ownership percentage calculated including the 2.4m warrants issued to Samoa Inclusive of intraday price movements over the past 52 weeks Kona stock price and NTM Adj. EBITDA multiple since 2021
de-SPAC1 Select data points Stock price ($ actuals) Historical NTM trading multiple (x) Situation overview 1 16.0x 14.0x 12.0x 10.0x 8.0x 7.9x 6.0x 4.0x 2.0x $3.93 Dec ’24 NYSE accepts plan to regain compliance with listing
standards Nov ’25 Amended 13D filing indicating Samoa / Amelia proposal to acquire outstanding shares for $5.00 per share cash consideration 5
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE - 2.0x 4.0x 6.0x 8.0x - Nov-24 Dec-24 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Sources: Company filings, FactSet (as of November 13, 2025), press releases Notes: $1.00 $2.00 $3.00 $4.00 Aug-25 Sep-25 Oct-25
Nov-25 Share price 1 day prior to 13D $1.17 1 month prior 13D (36%) 1 day after 13D 7% 1 week after 13D 62% 1 month after 13D 73% 3 months after 13D 111% Return since 13D 236% VWAP 1 month after 13D $3.30 3 month after
13D 3.20 6 month after 13D 3.15 Share performance3 High after 13D $4.88 Kona historical trading performance (cont’d) Share price increased 70% in the following 1 month after Samoa’s amended 13D filing, and 236% since the
filing 7.9x $1.17 Situation overview 1 $3.93 $3.22 Dec ’24 Samoa files an amended 13D indicating it may seek to further invest in or acquire Kona Stock price ($ actuals) Historical NTM trading multiple (x) Dec ’24 NYSE accepts plan
to regain compliance with listing standards Unaffected date as of December 18, 2024, the day prior to Samoa’s amended 13D filing FDSO includes 17.5m common shares,1.6m RSUs and 2.4m warrants issued to Samoa as of October 6, 2025, per Kona
Management Inclusive of all intraday price movements following the filing of Samoa’s amended 13D Kona stock price and NTM Adj. EBITDA multiple since 1 month prior to Samoa’s amended 13D filing1,2 Select data points Stock price EV / NTM Adj.
EBITDA Samoa events Other events Q / K filed Nov ’25 Amended 13D filing indicating Samoa/Amelia proposal to acquire outstanding shares for $5.00 per share cash consideration 6
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Kona’s valuation at various stock prices Sources: Company filings, FactSet (as of November 13, 2025), Kona Management, LTP Notes: Transaction assumed to occur after November 15, 2025 with current capital structure. Samoa and WL 5.
offers are both non-binding offers Unaffected date as of December 18, 2024, day prior to Samoa’s initial amended 13D filing 6. FDSO includes 17.5m common shares and 1.6m RSUs as of October 6, 2025, per Kona Management Net debt of $282m as of
September 30, 2025 Inclusive of preferred equity redeemed at 1.8x minimum return inclusive of accumulated PIK interest and value of 2.4m warrants Additional payment in the event of a change of control comprised of the remaining coupons to
maturity 7 and accrued interest on the $120m in backstop notes, as of November 16, 2025 Implied valuation at various prices1 Situation overview 1 Ilustrative share price ($) $3.93 $1.17 $5.00 $6.00 $7.00 $8.00 $9.00 $10.00 Implied
premia to: Current (November 13, 2025) $3.93 - (70%) 27% 53% 78% 104% 129% 154% Unaffected $1.17 236% - 327% 413% 498% 584% 669% 755% 1-month VWAP $4.43 (11%) (74%) 13% 35% 58% 81% 103% 126% 3-month
VWAP $4.18 (6%) (72%) 20% 43% 67% 91% 115% 139% 6-month VWAP $3.96 (1%) (70%) 26% 52% 77% 102% 128% 153% 52-week high $4.88 (19%) (76%) 2% 23% 43% 64% 84% 105% 52-week
low $1.10 257% 6% 355% 445% 536% 627% 718% 809% (x) Fully diluted shares outstanding (m)3 19 19 19 19 19 19 19 19 Implied equity value (excl. Samoa warrants) $75 $22 $96 $115 $134 $153 $172 $191 (+) Net
debt4 $282 $282 $282 $282 $282 $282 $282 $282 (+) Returned capital to Samoa5 275 275 275 275 275 275 275 275 Implied enterprise value $632 $580 $653 $672 $691 $710 $729 $749 Memo: implied EV premium Memo: mandatory
redemption of backstop notes 6 - $20 (8.3%) $20 3.2% $20 6.3% $20 9.3% $20 12.3% $20 15.3% $20 18.4% $20 Implied multiples: EV / Adj. EBITDA LTM (September 30,
2025) $60 10.6x 9.7x 10.9x 11.3x 11.6x 11.9x 12.2x 12.5x 25E $63 10.1x 9.2x 10.4x 10.7x 11.0x 11.3x 11.6x 11.9x 26E $63 10.0x 9.2x 10.3x 10.6x 10.9x 11.3x 11.6x 11.9x $m, unless noted Current Unaffected Samoa
offer WL offer
2 Management LTP
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE b LTP: review of key plan assumptions 1. CaaS ARPU is calculated as the weighted average monthly revenue over the period 2025E 2026E 2027E Sources: Kona Management, LTP Note: Selected KPIs (Management LTP) Key assumptions a
CaaS Connectivity1 revenue is forecast to decline (1.1%) in 2025, reflecting a transitional year with strategic focus on continued improvements to operational efficiency Growth accelerates to 8.3%, 10.9%, 9.8% and 9.9% in 2026 to 2029,
respectively, reflecting a return to industry growth rates Solutions revenue is held approximately flat throughout the forecast period, as Management prioritizes higher-margin opportunities that support recurring Connectivity revenue c Gross
margin is forecast to improve, reflecting improved vendor pricing with carriers due to higher volumes, while accounting for customer re-rates d Operating expenses are forecast to grow ~2–3% annually, with the anticipated realization of
efficiency gains expected to offset the impact of higher revenue Management believes additional cost levers are available should revenue fall short of expectations Average CaaS connections (m) CaaS ARPU1 Gross margin % YoY growth (%) YoY
growth (%) YoY improvement (bps) Management
LTP 2 (111bps) 109bps 31bps 22bps 11bps 55.2% 56.3% 56.6% 56.8% 56.9% 2025E 2026E 2027E 2028E 2029E (9.1%) (0.4%) 0.6% (2.0%) (2.0%) $0.89 $0.88 $0.89 $0.87 $0.86 2025E 2026E 2027E 2028E 2029E 8.7% 8.7% 10.2% 12.0% 12.1% 19.8 21.5 23.7 26.6 29.8 2028E 2029E 9
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Summary of LTP Sources: Kona Management, LTP Notes: 1. Other tax deductible expenses include integration-related costs and other one-time items Average CaaS Connections and ARPU based on CaaS, SuperSIM and Carrier+ revenue
and average monthly connections CaaS ARPU is calculated as the weighted average monthly revenue over the period CAGR $m, unless noted 2023A 2024A 2025E 2026E 2027E 2028E 2029E '23-'25 '25-'29 Total IoT Connectivity 204 228 Total IoT
Solutions 73 58 226 239 260 285 313 64 57 58 59 60 5% 9% (6%) (2%) Revenue $277 $286 % growth 14% 3% $290 $295 $318 $344 $373 2% 7% 1% 2% 8% 8% 8% Gross profit $149 $161 % margin 54% 56% $160 $166 $180 $196 $212 4% 7% 55% 56% 57%
57% 57% Adj. EBITDA $56 $53 % margin 20% 19% $63 $63 $74 $87 $100 6% 12% 22% 21% 23% 25% 27% (-) One-time items1 ($18) ($19) (-) Stock-based compensation (tax deductible (4) (4) (-) Tax D&A (58) (56) ($19) ($2) ($2) - - (1) (2) (3)
(4) (4) (41) (35) (23) (22) (22) EBIT % margin $3 $25 $46 $60 $74 130% 1% 8% 14% 18% 20% Memo: Average CaaS connections (m)2 18.2 CaaS ARPU2,3 $0.98 CapEx $13 19.8 21.5 23.7 26.6 29.8 11% $0.89 $0.88 $0.89 $0.87 $0.86 (1%) $10 $9 $9
$10 $10 0% Management LTP 2 10
3 Preliminary valuation perspectives
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Illustrative discounted cash flow analysis Projected cash flows1 Sources: Company filings, Kona Management, LTP Notes: Unlevered cash flow line items based on LTP 2029E revenue growth rate applied to terminal revenue and Adj.
EBITDA margin held flat Per Kona Management, other tax-deductible expenses include integration-related costs and other one-time items 40% of SBC is tax-deductible per Kona Management. SBC treated as cash expense 25% tax rate per
LTP Valuation date assumed as of December 31, 2025. FDSO includes 17.5m common shares, 1.6m RSUs and 2.4m warrants issued to Samoa as of October 6, 2025, preferred stock valued at liquidation value of 1.8x MOIC ($275m), senior secured note
valued at principal balance ($182m), backstop notes valued at principal value ($120m), cash balance ($20m), all as of September 30, 2025, per Kona Management and company filings Enterprise value ($m) at terminal multiple of 6 PV of terminal
value as % of EV at terminal multiple of 6 Implied share price at terminal multiple of 6 2 $m 2026E 2027E 2028E 2029E Terminal period Total revenue $295 $318 $344 $373 $405 % growth 1.9% 7.6% 8.3% 8.4% 8.4% Adj.
EBITDA $63 $74 $87 $100 $109 % margin 21.4% 23.4% 25.2% 26.9% 26.9% (-) One-time items3 (2) (2) - - - (-) Stock-based compensation (tax deductible)4 (2) (3) (4) (4) (4) (-) Tax
D&A (35) (23) (22) (22) (10) EBIT $25 $46 $60 $74 $94 (-) Tax at 25% rate 5 (6) (11) (15) (18) (20) NOPAT $19 $35 $46 $56 $74 (+) Tax D&A 35 23 22 22 10 (-) Stock-based compensation (non-tax
deductible)4 (3) (5) (6) (6) (6) (-) CapEx (9) (9) (10) (10) (10) (+/-) Source / (use) of NWC (0) (2) (2) (2) (2) Unlevered
FCF $41 $41 $50 $59 $65 WACC 8.0x 8.5x 9.0x 9.5x 10.0x 8.0x 8.5x 9.0x 9.5x 10.0x 8.0x 8.5x 9.0x 9.5x 10.0x 13.0% $682 $715 $748 $782 $815 78% 79% 80% 81% 82% $6.51 $8.25 $9.99 $11.74 $13.48 14.0% 661 693 725 757 789 78% 79% 80% 81% 82% 5.40 7.09 8.77 10.45 12.14 15.0% 640 672 703 734 765 78% 79% 80% 80% 81% 4.35 5.97 7.60 9.22 10.85 16.0% 621 651 681 711 741 77% 78% 79% 80% 81% 3.34 4.91 6.48 8.05 9.62 17.0% 603 632 661 690 719 77% 78% 79% 80% 81% 2.37 3.88 5.40 6.92 8.43 Preliminary
valuation perspectives 3 12
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE $5.06 $6.57 $6.92 $1.60 $11.04 $10.01 $7.99 $11.01 Illustrative discounted cash flow analysis sensitivity DCF sensitivity to various operating assumptions Implied per-share midpoint DCF range1 LTP assumption Item Sources:
Company filings, Kona Management, LTP Notes: Sensitivity analyses vs. LTP. Valuation date assumed as of December 31, 2025. FDSO includes 17.5m common shares, 1.6m RSUs and 2.4m warrants issued to Samoa as of October 6, 2025 per Kona
Management. Assumes WACC of 15.0% and terminal multiple midpoint of 9.0x 2025E to 2029E CAGR 55.2% represents 2025E LTP gross margin and 57.9% represents 2029E LTP gross margin +1% Represents 2026E margin Sensitivity range Avg. CaaS
connections (% CAGR)2 Average CaaS connections reach 29.8m by 2029 2025-2029 CAGR of 11% 9% 13% 11% Solutions (% CAGR) IoT Solutions has (2%) CAGR across 2025 to 2029 (5%) 5% (2%) Gross margin (% +/-) Gross margin increases from
55.2% in 2025 to 56.9% in 2029 55.2%3 57.9%3 56.9% Adj. EBITDA margin increases from 21.7% in 2025 to 26.9% in 2029 Terminal Adj. EBITDA margin 21.4%4 30% 26.9% TMM Base DCF midpoint: $7.60 Preliminary valuation perspectives 3 13
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Selected public company analysis Sources: Company filings, FactSet (as of November 13, 2025), Kona Management, LTP Notes: Metrics based on median consensus estimate Digi and Powerfleet financials calendarized to Kona’s fiscal year
ending December 31 Preferred stock valued at liquidation value of 1.8x MOIC ($275m) assumed after November 15, 2025 Powerfleet pro-forma financials include the acquisition of MiX Telematics in October 2023 and Fleet Complete in September
2024 Share %52w Market Enterprise EV / Revenue EV / Adj. EBITDA Revenue growth Adj. EBITDA margin $m, unless noted1, 2 price ($) high cap value 2025E 2026E 2025E 2026E 2025E 2026E 2025E 2026E 3 Kona
LTP $3.93 80.5% $75 $632 2.2x 2.1x 10.1x 10.0x 1.4% 1.9% 21.7% 21.4% Kona consensus3 $3.93 80.5% $75 $632 2.2x 2.1x 10.3x 8.9x (0.9%) 7.7% 21.7% 23.4% IoT
Solutions Digi $38.53 86.0% $1,495 $1,633 3.7x 3.3x 14.4x 12.6x 4.0% 10.2% 25.5% 26.6% Powerfleet
4 4.99 57.3% 679 922 2.2x 2.0x 10.0x 7.8x 16.2% 11.7% 21.8% 25.1% Ituran 37.03 81.5% 737 689 2.0x 1.9x 7.5x 6.9x 1.9% 5.7% 26.8% 27.7% Mean 2.6x 2.4x 10.7x 9.1x 7.3% 9.2% 24.7% 26.5% Median 2.2x 2.0x 10.0x 7.8x 4.0% 10.2% 25.5% 26.6% Preliminary
valuation perspectives 3 14
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE 10yr 5yr 4yr 3yr 2yr 1yr Kona1 n.a n.a. 7.7x 7.0x 7.0x 7.1x IoT
Solutions Digi 10.1x 12.3x 12.5x 12.4x 11.6x 12.2x Powerfleet 14.4x 12.4x 11.4x 10.2x 9.6x 8.3x Ituran 6.9x 5.8x 5.6x 5.5x 5.7x 6.5x Mean 10.3x 10.2x 9.8x 9.4x 8.9x 9.0x Average EV / NTM Adj. EBITDA since July 2015
- 4.0x 8.0x 12.0x 16.0x 20.0x Nov-15 Nov-17 Nov-19 Nov-21 Nov-23 Nov-25 Selected public company analysis: valuation over time EV / NTM EBITDA (L10Y) Sources: Company filings, FactSet (as of November 13, 2025), Kona
Management Note: 1. Kona since 2021 de-SPAC Kona1 IoT Solutions 9.0x 7.9x Preliminary valuation perspectives 3 15
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Target Acquiror EV
($m)3 $200 $52 $126 $1,246 $375 $1,134 $86 $137 $1,034 Date Sep-24 Sep-24 Oct-23 Aug-22 May-21 Apr-21 Apr-19 Mar-19 Jan-19 7.8x 2.1x 17.7x 8.0x 18.7x 6.8x 3.9x 40.9x 9.2x 22.9x 16.2x 10.0x 12.7x Selected
precedent transactions Sources: Company filings, press releases Notes: Calculated using reported synergies where available Acquisition completed under the name I.D. Systems (rebranded as Powerfleet on October 3, 2019) 3. Shown in US$m,
converted at announcement date EV / LTM Adj. EBITDA multiples of select IoT Solutions sector transactions since 2019 (Telematics) 2 Value of synergies 15.7x 12.7x 8.9x 7.9x Gross mean: 15.7x Gross median: 12.7x Synergized mean: 8.91
Synergized median: 7.9x1 Preliminary valuation perspectives 3 16
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Ke 8.0x 9.0x 10.0x 11.0x 12.0x 15.0% n.m. $0.62 $3.77 $6.98 $10.21 17.5% n.m. 0.62 3.76 6.96 10.18 20.0% n.m. 0.62 3.75 6.94 10.15 Ke 8.0x 9.0x 10.0x 11.0x 12.0x 15.0% $1.10 $4.27 $7.70 $11.06 $14.40 17.5% 1.08 4.17 7.52 10.79 14.05 20.0% 1.05 4.07 7.34 10.54 13.72 Ke 8.0x 9.0x 10.0x 11.0x 12.0x 15.0% $4.14 $8.22 $12.03 $15.43 $18.51 17.5% 3.96 7.85 11.49 14.74 17.68 20.0% 3.78 7.51 10.99 14.09 16.90 Ke 8.0x 9.0x 10.0x 11.0x 12.0x 15.0% $6.36 $10.71 $14.36 $17.59 $20.72 17.5% 5.94 10.01 13.42 16.45 19.37 20.0% 5.56 9.37 12.56 15.40 18.13 Implied
PV of '25E share price at illustrative trading multiple of Implied PV of '26E share price at illustrative trading multiple of Implied PV of '27E share price at illustrative trading multiple of Implied PV of '28E share price at illustrative
trading multiple of Illustrative PV of Kona future share value Share price sensitivity at trading multiple between 8 – 12x and cost of equity of 15 – 20% Sources: Bloomberg, company filings, FactSet (as of November 13, 2025), Kona
Management, LTP Notes: Illustrative share prices based on FDSO including 17.5m common shares and 1.6m RSUs as of October 6, 2025, per Kona Management Assumes current capital structure (as of September 30, 2025) and cost of equity 15 -
20% Accounts for total capital returned to Samoa includes preferred stock (valued at liquidation preference inclusive of accumulated PIK interest), value of warrants and incremental amount to minimum MOIC (where applicable) Cost of equity
held at 17.5% NPV of future share value1,2,3 9.0x 8.0x EV / NTM Adj. EBITDA4: 11.0x 10.0x 12.0x Preliminary valuation
perspectives 3 17 $1.08 $3.96 $5.94 $0.62 n.m. $4.17 $7.85 $10.01 $3.76 $7.52 $11.49 $13.42 $6.96 $10.79 $14.74 $16.45 $3.93 $10.18 $14.05 $17.68 $19.37 - $5.00 $10.00 $15.00 $20.00 Current 2025E 2026E 2027E 2028E
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Illustrative PV of Kona future share value (cont’d) 2025-2029 Revenue CAGR sensitivity from 3 to 8% for 2026E, 2027E and 2028E Assumptions1,2 2026E1,2 Summary assumptions: 1 EBITDA margins consistent with prior scenario 2 Cost
of equity held at 17.5% (midpoint of sensitivity range) 3 Exit multiple range of 8 – 12x NTM adj. EBITDA 4 LTP assumes revenue CAGR of 7% Sources: Bloomberg, company filings, FactSet (as of November 13, 2025), LTP, Kona
Management Notes: 1. Illustrative share prices based on FDSO including 17.5m common shares and 1.6m RSUs as of October 6, 2025, per Kona Management 2. Accounts for total capital returned to Samoa includes preferred stock (valued at
liquidation preference inclusive of accumulated PIK interest), value of warrants and incremental amount to minimum MOIC (where applicable) 2027E1,2 2028E1,2 Preliminary valuation perspectives 3 Revenue Implied PV of '26E share price at
illustrative trading multiple of CAGR
('25-'29) 8.0x 9.0x 10.0x 11.0x 12.0x 3% $0.00 $2.69 $5.88 $8.98 $12.07 4% 0.05 2.93 6.16 9.30 12.42 5% 0.36 3.30 6.57 9.75 12.92 6% 0.84 3.87 7.19 10.44 13.67 7% 1.08 4.17 7.52 10.79 14.05 8% 1.79 5.03 8.47 11.84 15.19 Revenue Implied
PV of '27E share price at illustrative trading multiple of CAGR
('25-'29) 8.0x 9.0x 10.0x 11.0x 12.0x 3% $0.00 $5.34 $8.80 $11.90 $14.80 4% 0.43 5.83 9.36 12.52 15.41 5% 2.08 6.48 10.06 13.29 16.16 6% 3.42 7.39 11.00 14.26 17.16 7% 3.96 7.85 11.49 14.74 17.68 8% 5.33 9.21 12.94 16.15 19.21 Revenue Implied
PV of '28E share price at illustrative trading multiple of CAGR
('25-'29) 8.0x 9.0x 10.0x 11.0x 12.0x 3% $0.00 $6.61 $9.77 $12.43 $14.99 4% 0.69 7.43 10.71 13.49 16.15 5% 3.33 8.36 11.73 14.61 17.38 6% 5.23 9.45 12.84 15.82 18.68 7% 5.94 10.01 13.42 16.45 19.37 8% 7.73 11.65 15.16 18.33 21.41 18
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE 22.3% 36.4% 42.1% 56.2% 81.1% 25th percentile Median Mean 75th percentile 90th percentile 20.2% 32.4% 44.3% 53.4% 94.4% 25th percentile Median Mean 75th percentile 90th percentile Share price premium 1-day Premiums
paid analysis Share price premium 1-month Source: Refinitiv Note: Analysis includes 172 going-private transactions since 2017 with EV values greater than $250m, excludes target businesses in financial services, real estate, energy,
biotechnology and pharmaceutical sectors Preliminary valuation perspectives 3 19
Appendices
Appendix A Additional valuation support
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE 4% 9% 1% 1% 5% 27% 18% n.a. 24% 19% 7% 4% 2% 1% 3% 8% 1% 12% 5% 6% 48% 52% 73% 60% 54% 8% 24% n.a. 9% (8%) Selected public company analysis: operational benchmarking Historical financials1 2022A – 2024A
2022A – 2024A 2024A 2022A – 2024A 2024A 2024A 3% | 4% 6% | 6% 56% | 58% 9% | 14% 24% | 23% 2% | 3% Gross profit CAGR Gross profit margin Adj. EBITDA CAGR Adj. EBITDA margin CapEx % of sales Revenue CAGR Solutions only 2 Sources:
Company filings, Kona Management Notes: Digi and Powerfleet financials calendarized to Kona’s fiscal year ending December 31 Pro-forma for MiX Telematics (acquired October 2023) excluding Fleet Complete (acquired September 2024) Additional
valuation support A 22
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Additional reference points: acquired IoT providers Historical financials1 Sources: Company filings, press releases Notes: Calendarized to Kona’s fiscal year ending December 31; margins and CapEx % sales based on final year of
public reporting EV / adj. LTM EBITDA Filed for Ch. 11 bankruptcy in June 2024 (2021A – 2023A) Acquired by Powerfleet in October 2023 for 3.9x2 (2021A – 2024A) Acquired by GI Partners in September 2021 for 22.9x2 (2018A – 2020A) Revenue
CAGR CapEx % of sales Additional valuation support A 7% 1% (2%) %) Gross profit CAGR Gross profit margin Adj. EBITDA CAGR Adj. EBITDA Margin 5% 3% (6%) 63% 68% 37% (11%) (2 (25%) 20% 35% 6% 14% 12% 4% 23
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE n.a. 6% n.a. 1% 3% 3% 28% 22% n.a. 26% 22% 22% 7% 37% n.a. 14% 17% 9% n.a. 56% n.a. 63% 56% 55% 5% 14% 19% 8% 5% 2% Kona Consensus LTP Sources: Company filings, FactSet (as of November 13, 2025), Kona
Management, LTP, Wall Street research Notes: 1. Digi and Powerfleet financials calendarized to Kona’s fiscal year ending December 31 2. Pro-forma for MiX Telematics (acquired October 2023) and Fleet Complete (acquired
September 2024) Additional valuation support A Selected public company analysis: operational benchmarking Forward financials1 2024A – 2026E 2025E 2024A – 2026E 2025E 2025E Gross profit margin Adj. EBITDA CAGR Adj. EBITDA margin CapEx
% of sales Revenue CAGR 11% | 11% 59% | 59% 14% | 19% 26% | 25% 3% | 3% 2 Solutions only 24
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE 3% 18% 23% 27% 22% 6%
Appendix B Other supporting materials
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Sep-25 Interest rate Maturity Net leverage $25m WhiteHorse senior secured revolver $185m WhiteHorse senior secured term loan $120m Convertible backstop notes - 182 120 S+650 S+650 5.50% Nov-28 Nov-28
Sep-28 2.6x 4.8x 9.2x 2.6x 4.5x 8.9x Existing capital structure overview Balance sheet as of September 30, 2025 Capitalization overview ($m) Sources: Company filings, FactSet (as of November 13, 2025), Kona Management Notes: 1.
Valued at liquidation preference inclusive of accumulated PIK interest (as of anticipated close of December 31, 2025) FDSO includes 17.5m common shares,1.6m RSUs and 2.4m warrants issued to Samoa as of October 6, 2025, per Kona Management Q3
2025 LTM Credit Agreement EBITDA per Kona Management inclusive of pro-forma adjustments Includes senior secured term loan and revolver Other supporting materials B $25m Senior Secured RCF $25 (-) Amount outstanding – Facility available
$25 (+) Cash and cash equivalents 20 Total liquidity $45 Gross leverage Gross leverage (including preferred equity) 1st lien net leverage4 Net leverage Net leverage (including preferred equity) Total debt $302 4.5x $153m Series A-1
preferred1 275 13.0% Nov-33 Total debt and preferred $577 8.9x Cash and cash equivalents (20) Net debt incl. preferred $557 Market capitalization (based on $3.93 stock price)2 75 Total capitalization $632 LTM Credit Agreement EBITDA3
$63 Credit metrics Liquidity analysis 27
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE 24% 12% Kona shareholder base Samoa and Amelia collectively own ~36% of Kona’s basic shares outstanding, assuming Samoa chooses to exercise its warrants1 1. 17.5m common shares outstanding and 2.4m warrants issued to Samoa as of
October 6, 2025, per Kona Management Terence Jarman, former Chairman of Kona, is President of Terrdian CCPC Jared Deith is the current CRO at Kona Overview of top 10 shareholders % of BSO (incl. Samoa warrants)1 Investor
details Holding Shareholder Type % BSO incl. Samoa warrants1 % BSO Amelia Active 24% 28% Samoa Active 12% - Corient Private Wealth LLC Passive 11% 12% Koch Industries (Investment Management) Active 10% 11% Cerberus Active 8%
9% Twilio, Inc Passive 5% 6% Terrdian CCPC 2 Individual 5% 6% Other supporting materials B Individual 7% Active 22% Passive 20% Samoa Amelia Upon exercise of the Samoa warrants, Goldman Sachs & Co LLC (Private
Banking) Active 4% 5% Amelia and Samoa collectively hold ~36% of basic shares outstanding Dotmar Investments Ltd Passive 4% 5% Jared Deith 3 Individual 2% 3% Top 10 shareholders 86% 84% Sources: Bloomberg, company filings, Kona
Management Notes: 28
### EX-99.(C)(VIII) - EXHIBIT (C)(VIII)
EX-99.(C)(VIII)
8
ny20068726x2_excviii.htm
EXHIBIT (C)(VIII)
Exhibit (c)(viii)
Project Kona Updated valuation materials December 15, 2025 DRAFT All numbers
and references herein are highly preliminary and subject to material refinement Exhibit (c)(viii)
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Disclaimer 1. Section name This presentation was prepared by Rothschild & Co US Inc. (“Rothschild & Co”) on a confidential basis for the benefit and internal use of the Special Committee (the “Special Committee”) of the Board
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PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Contents Situation overview Preliminary valuation perspectives Supplemental analyses Appendix 4 8 15 21
1 Situation overview
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Share price (December 12, 2025) $4.50 Premium to unaffected price 285% 3-month return 109% 6-month return 83% 1-year return 266% 2-year return 70% 3-year return (55%) Return since
de-SPAC (91%) VWAP 1-month $4.20 3-month 4.25 6-month 4.06 52-week performance3 High $4.88 Low 1.10 Historical EV / NTM Adj. EBITDA multiples Current 9.1x 3-month 8.8x 6-month 7.9x 1-year 7.5x Since de-SPAC
7.7x - 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x - $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 $35.00 $40.00 $45.00 Sep-21 Feb-22 Jul-22 Dec-22 May-23 Oct-23 Mar-24 Aug-24 Jan-25 Jun-25 Nov-25 Dec ’24 Samoa files an
amended 13D indicating it may seek to further invest in or acquire Kona Mar ’23 Announces acquisition of Twilio’s IoT business unit Jun ’24 1:5 reverse stock split Nov ’24 Completes operational restructuring plan Nov ’23 Kona reports
strategic investment from Samoa disclosing 12.0% ownership2 Apr ’24 CEO transition Feb ’22 Announces acquisition of Business Mobility Partners & SIMON Kona historical trading performance Since the Samoa / Amelia offer, shares have
settled between $4.20 to $4.50 per share Sources: Company filings, FactSet (as of December 12, 2025), press releases Notes: FDSO includes 17.5m common shares,1.6m RSUs and 2.4m warrants issued to Samoa as of October 6, 2025, per Kona
Management Ownership percentage calculated including the 2.4m warrants issued to Samoa Inclusive of intraday price movements over the past 52 weeks Stock price ($ actuals) Historical NTM trading multiple (x) Select data points Q / K
filed Kona stock price and NTM Adj. EBITDA multiple since 2021 de-SPAC1 Stock price EV / NTM Adj. EBITDA Samoa events Other events Situation overview 1 $4.50 9.1x Dec ’24 NYSE accepts plan to regain compliance with
listing standards Nov ’25 Amended 13D filing indicating Samoa / Amelia proposal to acquire outstanding shares for $5.00 per share cash consideration 5
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Consensus median4 $71 Memo: LTP 2026E Adj. EBITDA $63 EV / 2026E Adj. EBITDA TD Cowen 9.5x ROTH 8.5x Consensus median5 9.1x Memo: LTP 10.2x Share price 1 day prior to 13D $1.17 1 day after 13D 7% 1 week after 13D 62% 1
month after 13D 73% 3 months after 13D 111% Return since 13D 285% VWAP 1 month after 13D $3.30 3 month after 13D 3.20 6 month after 13D 3.15 Share performance3 High after 13D $4.88 Broker coverage ($m) TD Cowen 2026E Adj. EBITDA
$68 ROTH 2026E Adj. EBITDA $75 - 2.0x 4.0x 6.0x 8.0x - Nov-24 Jan-25 Mar-25 May-25 Sources: Company filings, FactSet (as of December 12, 2025), press releases Notes: $1.00 $2.00 $3.00 $4.00 Jul-25 Sep-25 Nov-25 Kona historical
trading performance (cont’d) Share price increased 73% in the following 1 month after Samoa’s amended 13D filing, and 285% since the filing 9.1x $1.17 Kona stock price and NTM Adj. EBITDA multiple since 1 month prior to Samoa’s amended 13D
filing1,2 Select data points Situation overview 1 $4.50 $3.22 Dec ’24 Samoa files an amended 13D indicating it may seek to further invest in or acquire Kona Historical NTM trading multiple (x) Dec ’24 NYSE accepts plan to regain
compliance with listing standards Unaffected date as of December 18, 2024, the day prior to Samoa’s amended 13D filing FDSO includes 17.5m common shares,1.6m RSUs and 2.4m warrants issued to Samoa as of October 6, 2025, per Kona
Management Inclusive of all intraday price movements following the filing of Samoa’s amended 13D NTM Adj. EBITDA based on broker estimates per FactSet (as of December 12, 2025) EV / NTM Adj. EBITDA based on broker estimates per FactSet (as
of December 12, 2025) Nov ’25 Amended 13D filing indicating Samoa/Amelia proposal to acquire outstanding shares for $5.00 per share cash consideration 6 Q / K filed Stock price EV / NTM Adj. EBITDA Samoa events Other events Stock price ($
actuals)
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Kona’s valuation at various stock prices Sources: Company filings, FactSet (as of December 12, 2025), Kona Management, LTP Notes: Unaffected date as of December 18, 2024, day prior to Samoa’s initial amended 13D filing Samoa /
Amelia proposal is a non-binding offer received November 3, 2025 FDSO includes 17.5m common shares and 1.6m RSUs as of October 6, 2025, per Kona Management Net debt of $281m as of November 30, 2025 Inclusive of preferred equity redeemed at
1.8x minimum return inclusive of accumulated PIK interest and value of 2.4m warrants Additional payment in the event of a change of control comprised of the remaining coupons to maturity 7 and accrued interest on the $120m in backstop notes,
as of November 30, 2025 Implied valuation at various prices Situation overview 1 3rd-party indication $m, unless noted Ilustrative share price ($) $4.50 $1.17 $5.00 $6.00 $7.00 $8.00 $9.00 $10.00 Implied premia to: Current
(December 12, 2025) $4.50 - (74%) 11% 33% 56% 78% 100% 122% Unaffected $1.17 285% - 327% 413% 498% 584% 669% 755% 1-month VWAP $4.20 7% (72%) 19% 43% 67% 90% 114% 138% 3-month
VWAP $4.25 6% (72%) 18% 41% 65% 88% 112% 135% 6-month VWAP $4.06 11% (71%) 23% 48% 73% 97% 122% 146% 52-week high $4.88 (8%) (76%) 2% 23% 43% 64% 84% 105% 52-week
low $1.10 309% 6% 355% 445% 536% 627% 718% 809% (x) Fully diluted shares outstanding (m)3 19 19 19 19 19 19 19 19 Implied equity value (excl. Samoa warrants) $86 $22 $96 $115 $134 $153 $172 $191 Memo: value of Samoa
warrants $11 $3 $12 $14 $19 $22 $24 (+) Net debt4 $281 $281 $281 $281 $281 $281 $281 $281 (+) Returned capital to Samoa5 275 275 275 275 275 275 275 275 Implied enterprise
value $642 $579 $652 $671 $690 $709 $728 $747 Memo: implied EV premium Memo: mandatory redemption of backstop notes 6 - $20 (9.9%) $20 1.5% $20 4.5% $20 7.4% $20 10.4% $20 13.4% $20 16.4% $20 Implied multiples: EV /
Adj. EBITDA LTM (November 30,
2025) $62 10.4x 9.4x 10.6x 10.9x 11.2x 11.5x 11.8x 12.1x 25E $63 10.2x 9.2x 10.4x 10.7x 11.0x 11.3x 11.6x 11.9x 26E $63 10.2x 9.2x 10.3x 10.6x 10.9x 11.2x 11.5x 11.8x Current Samoa/Amelia Unaffected1 proposal 2
2 Preliminary valuation perspectives
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Summary of LTP1 Sources: Kona Management, LTP Notes: Based on Management LTP reflecting 9+3 forecast received October 12, 2025 and approved by Special Committee Other tax deductible expenses include integration-related costs and
other one-time items Average CaaS Connections and ARPU based on CaaS, SuperSIM and Carrier+ revenue and average monthly connections CaaS ARPU is calculated as the weighted average monthly revenue over the period Inclusive of CapEx and
capitalized labor 9 Preliminary valuation perspectives 2 $m, unless noted 2023A 2024A 2025E 2026E 2027E 2028E 2029E '23-'25 '25-'29 Total IoT Connectivity $204 $228 Total IoT Solutions 73 58 $226 $239 $260 $285 $313 64 57 58 59 60 5%
9% (6%) (2%) Revenue $277 $286 % growth 14% 3% $290 $295 $318 $344 $373 2% 7% 1% 2% 8% 8% 8% Gross profit $149 $161 % margin 54% 56% $160 $166 $180 $196 $212 4% 7% 55% 56% 57% 57% 57% Adj. EBITDA $56 $53 % margin 20% 19% $63 $63 $74
$87 $100 6% 12% 22% 21% 23% 25% 27% (-) One-time items2 ($18) ($19) (-) Stock-based compensation (tax deductible) (4) (4) (-) Tax D&A (58) (56) ($19) ($2) ($2) - - (1) (2) (3) (4) (4) (41) (35) (23) (22) (22) EBIT % margin $3 $25
$46 $60 $74 130% 1% 8% 14% 18% 20% Memo: Average CaaS connections (m)3 18.2 CaaS ARPU3,4 $0.98 CapEx5 $13 19.8 21.5 23.7 26.6 29.8 11% $0.89 $0.88 $0.89 $0.87 $0.86 (1%) $10 $9 $9 $10 $10 0% CAGR
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Illustrative discounted cash flow analysis Projected cash flows1 Sources: Company filings, Kona Management, LTP Notes: Unlevered cash flow line items based on LTP 2029E revenue growth rate applied to terminal revenue and Adj.
EBITDA margin held flat Per Kona Management, other tax-deductible expenses include integration-related costs and other one-time items 40% of SBC is tax-deductible per Kona Management. SBC treated as cash expense 25% tax rate per
LTP Valuation date assumed as of December 31, 2025. FDSO includes 17.5m common shares, 1.6m RSUs and 2.4m warrants issued to Samoa as of October 6, 2025, preferred stock valued at liquidation value of 1.8x MOIC ($275m), senior secured note
valued at principal balance ($182m), backstop notes valued at principal value ($120m), cash balance ($21m), all as of November 30, 2025, per Kona Management and company filings Enterprise value ($m) PV of terminal value as % of EV Implied
share price at terminal multiple of6 at terminal multiple of6 at terminal multiple of6 2 $m 2026E 2027E 2028E 2029E Terminal period Total revenue $295 $318 $344 $373 $405 % growth 1.9% 7.6% 8.3% 8.4% 8.4% Adj.
EBITDA $63 $74 $87 $100 $109 % margin 21.4% 23.4% 25.2% 26.9% 26.9% (-) One-time items3 (2) (2) - - - (-) Stock-based compensation (tax deductible)4 (2) (3) (4) (4) (4) (-) Tax
D&A (35) (23) (22) (22) (10) EBIT $25 $46 $60 $74 $94 (-) Tax at 25% rate5 (6) (11) (15) (18) (20) NOPAT $19 $35 $46 $56 $74 (+) Tax D&A 35 23 22 22 10 (-) Stock-based compensation (non-tax
deductible)4 (3) (5) (6) (6) (6) (-) CapEx (9) (9) (10) (10) (10) (+/-) Source / (use) of NWC (0) (2) (2) (2) (2) Unlevered FCF $41 $41 $50 $59 $65 Preliminary valuation
perspectives 2 10 WACC 8.0x 8.5x 9.0x 9.5x 10.0x 8.0x 8.5x 9.0x 9.5x 10.0x 8.0x 8.5x 9.0x 9.5x 10.0x 13.0% $682 $715 $748 $782 $815 78% 79% 80% 81% 82% $6.56 $8.30 $10.05 $11.79 $13.53 14.0% 661 693 725 757 789 78% 79% 80% 81% 82% 5.46 7.14 8.82 10.51 12.19 15.0% 640 672 703 734 765 78% 79% 80% 80% 81% 4.40 6.03 7.65 9.28 10.90 16.0% 621 651 681 711 741 77% 78% 79% 80% 81% 3.39 4.96 6.53 8.10 9.67 17.0% 603 632 661 690 719 77% 78% 79% 80% 81% 2.42 3.94 5.45 6.97 8.49
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE $5.11 $6.63 $6.98 $1.66 $11.09 $10.07 $8.05 $11.06 Illustrative discounted cash flow analysis sensitivity DCF sensitivity to various operating assumptions Implied per-share midpoint DCF range1 LTP assumption Item Sources:
Company filings, Kona Management, LTP Notes: Sensitivity analyses vs. LTP. Valuation date assumed as of December 31, 2025. FDSO includes 17.5m common shares, 1.6m RSUs and 2.4m warrants issued to Samoa as of October 6, 2025 per Kona
Management. Assumes WACC of 15.0% and terminal multiple midpoint of 9.0x 2025E to 2029E CAGR 55.2% represents 2025E LTP gross margin and 57.9% represents 2029E LTP gross margin +1% Represents 2026E management LTP EBITDA margin Sensitivity
range Avg. CaaS connections (% CAGR)2 Average CaaS connections reach 29.8m by 2029 2025-2029 CAGR of 11% 9% 13% 11% Solutions (% CAGR) IoT Solutions has (2%) CAGR across 2025 to 2029 (5%) 5% (2%) Gross margin (% +/-) Gross margin
increases from 55.2% in 2025 to 56.9% in 2029 55.2%3 57.9%3 56.9% Adj. EBITDA margin increases from 21.7% in 2025 to 26.9% in 2029 Terminal Adj. EBITDA margin 21.4%4 30% 26.9% TMM Base DCF midpoint: $7.65 Preliminary valuation
perspectives 2 11
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Kona LTP $2.50 51.2% $54 $523 1.8x 1.8x 8.4x 7.8x 1.4% 1.9% 21.6% 22.7% Kona consensus $2.50 51.2% $54 $523 1.8x 1.7x 8.1x 7.2x 2.6% 6.7% 22.0% 23.3% IoT
Solutions Digi $33.54 90.5% $1,298 $1,343 3.1x 3.0x 12.8x 12.3x 1.0% 3.6% 24.5% 24.7% Powerfleet
4 4.57 52.5% 617 842 2.0x 1.8x 8.7x 6.6x 14.1% 11.7% 23.3% 27.8% Ituran 40.70 89.6% 810 762 2.2x 2.1x 7.7x 7.3x 4.4% 5.7% 28.1% 28.2% Mean 2.4x 2.3x 9.8x 8.7x 6.5% 7.0% 25.3% 26.9% Median 2.2x 2.1x 8.7x 7.3x 4.4% 5.7% 24.5% 27.8% $m,
unless noted1, 2 Share price ($) %52w high Market cap Enterprise EV / Revenue EV / Adj. EBITDA Revenue growth Adj. EBITDA margin value 2025E 2026E 2025E 2026E 2025E 2026E 2025E 2026E Kona LTP
3 $4.50 92.2% $86 $642 2.2x 2.2x 10.2x 10.2x 1.4% 1.9% 21.7% 21.4% Kona consensus $4.50 92.2% $86 $642 2.3x 2.1x 10.5x 9.0x (0.9%) 7.7% 21.7% 23.4% IoT
Solutions Digi $45.51 94.8% $1,774 $1,912 4.3x 3.9x 16.9x 14.7x 4.1% 10.3% 25.5% 26.7% Powerfleet 4 5.28 60.6% 719 962 2.3x 2.0x 10.5x 8.1x 16.2% 11.7% 21.8% 25.2% Ituran 44.24 97.4% 880 796 2.2x 2.1x 8.3x 7.4x 6.7% 8.0% 26.8% 27.9% Mean 2.9x 2.7x 11.9x 10.1x 9.0% 10.0% 24.7% 26.6% Median 2.3x 2.1x 10.5x 8.1x 6.7% 10.3% 25.5% 26.7% $m,
unless noted1, 2 Share price ($) %52w high Market cap Enterprise value EV / Revenue 2025E 2026E EV / Adj. EBITDA 2025E 2026E Revenue growth 2025E 2026E Adj. EBITDA margin 2025E 2026E Select public company analysis (as of July 25,
2025) Selected public company analysis Sources: Company filings, FactSet (as of December 12, 2025), Kona Management, LTP Notes: Metrics based on median consensus estimate Digi and Powerfleet financials calendarized to Kona’s fiscal year
ending December 31 Preferred stock valued at liquidation value of 1.8x MOIC ($275m) Powerfleet pro-forma financials include the acquisition of MiX Telematics in October 2023 and Fleet Complete in September 2024 Preliminary valuation
perspectives 2 12
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE - 4.0x 8.0x 12.0x 16.0x 20.0x Dec-15 Dec-17 Dec-19 Dec-21 Dec-23 Dec-25 10yr 5yr 4yr 3yr 2yr 1yr Kona1 n.a n.a. 7.7x 7.1x 7.2x 7.5x IoT
Solutions Digi 10.1x 12.3x 12.6x 12.2x 11.6x 12.1x Powerfleet 14.9x 12.3x 11.2x 10.2x 9.5x 8.1x Ituran 6.9x 5.8x 5.5x 5.5x 5.7x 6.6x Mean 10.7x 10.2x 9.8x 9.4x 8.9x 8.9x Average EV / NTM Adj. EBITDA since July 2015
Selected public company analysis: valuation over time EV / NTM EBITDA (L10Y) Sources: Company filings, FactSet (as of December 12, 2025), Kona Management Note: 1. Kona since 2021 de-SPAC Kona1 IoT Solutions 10.2x 9.1x Preliminary
valuation perspectives 2 13 Current NTM trading multiple
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Target Acquiror EV
($m)3 $200 $52 $126 $1,246 $375 $1,134 $86 $137 $1,034 Date Sep-24 Sep-24 Oct-23 Aug-22 May-21 Apr-21 Apr-19 Mar-19 Jan-19 7.8x 2.1x 17.7x 8.0x 18.7x 6.8x 3.9x 40.9x 9.2x 22.9x 16.2x 10.0x 12.7x Selected
precedent transactions Sources: Company filings, press releases Notes: Calculated using reported synergies where available Acquisition completed under the name I.D. Systems (rebranded as Powerfleet on October 3, 2019) 3. Shown in US$m,
converted at announcement date EV / LTM Adj. EBITDA multiples of select IoT Solutions sector transactions since 2019 (Telematics) 2 Value of synergies 15.7x 12.7x 8.9x 7.9x Gross mean: 15.7x Gross median: 12.7x Synergized mean: 8.91
Synergized median: 7.9x1 Preliminary valuation perspectives 2 14
3 Supplemental analyses
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Illustrative PV of Kona future share value Share price sensitivity at trading multiple between 8 – 12x and cost of equity of 16 – 20% Sources: Bloomberg, company filings, FactSet (as of December 12, 2025), Kona Management,
LTP Notes: Illustrative share prices based on FDSO including 17.5m common shares and 1.6m RSUs as of October 6, 2025, per Kona Management Assumes current capital structure (as of November 30, 2025) and cost of equity 16 - 20% Accounts for
total capital returned to Samoa includes preferred stock (valued at liquidation preference inclusive of accumulated PIK interest), value of warrants and incremental amount to minimum MOIC (where applicable) Cost of equity held at 18.0% NPV of
future share value1,2,3 9.0x 8.0x EV / NTM Adj. EBITDA4: 11.0x 10.0x 12.0x Supplemental
analyses 3 16 Ke 8.0x 9.0x 10.0x 11.0x 12.0x 16.0% n.m. $0.68 $3.87 $7.11 $10.38 18.0% n.m. 0.68 3.86 7.11 10.37 20.0% n.m. 0.68 3.86 7.10 10.36 Ke 8.0x 9.0x 10.0x 11.0x 12.0x 16.0% $1.15 $4.33 $7.77 $11.13 $14.48 18.0% 1.13 4.25 7.63 10.93 14.22 20.0% 1.11 4.18 7.49 10.74 13.97 Ke 8.0x 9.0x 10.0x 11.0x 12.0x 16.0% $4.19 $8.22 $12.00 $15.37 $18.42 18.0% 4.04 7.94 11.58 14.84 17.79 20.0% 3.90 7.67 11.19 14.33 17.18 Ke 8.0x 9.0x 10.0x 11.0x 12.0x 16.0% $6.34 $10.60 $14.18 $17.36 $20.44 18.0% 6.02 10.06 13.46 16.48 19.40 20.0% 5.72 9.55 12.78 15.66 18.43 Implied
PV of '25E share price at illustrative trading multiple of Implied PV of '26E share price at illustrative trading multiple of Implied PV of '27E share price at illustrative trading multiple of Implied PV of '28E share price at illustrative
trading multiple of $1.13 $4.04 $6.02 $0.68 n.m. $4.25 $7.94 $10.06 $3.86 $7.63 $11.58 $13.46 $7.11 $10.93 $14.84 $16.48 $4.50 $10.37 $14.22 $17.79 $19.40 - $5.00 $10.00 $15.00 $20.00 $25.00 Current 2025E 2026E 2027E
2028E
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Illustrative PV of Kona future share value (cont’d) 2025-2029 Revenue CAGR sensitivity from 3 to 8% for 2026E, 2027E and 2028E Assumptions1,2 2026E1,2 Summary assumptions: 1 EBITDA margins consistent with prior scenario 2 Cost
of equity held at 18.0% (midpoint of sensitivity range) 3 Exit multiple range of 8 – 12x NTM adj. EBITDA 4 LTP assumes revenue CAGR of 7% Sources: Bloomberg, company filings, FactSet (as of December 12, 2025), LTP, Kona
Management Notes: 1. Illustrative share prices based on FDSO including 17.5m common shares and 1.6m RSUs as of October 6, 2025, per Kona Management 2. Accounts for total capital returned to Samoa includes preferred stock (valued at
liquidation preference inclusive of accumulated PIK interest), value of warrants and incremental amount to minimum MOIC (where applicable) 2027E1,2 2028E1,2 17 Supplemental analyses 3 Revenue Implied PV of '26E share price at
illustrative trading multiple of CAGR
('25-'29) 8.0x 9.0x 10.0x 11.0x 12.0x 3% $0.00 $2.76 $5.97 $9.10 $12.22 4% 0.09 3.01 6.26 9.42 12.57 5% 0.41 3.38 6.67 9.88 13.07 6% 0.89 3.96 7.30 10.58 13.83 7% 1.13 4.25 7.63 10.93 14.22 8% 1.85 5.12 8.58 11.99 15.37 Revenue Implied
PV of '27E share price at illustrative trading multiple of CAGR
('25-'29) 8.0x 9.0x 10.0x 11.0x 12.0x 3% $0.00 $5.42 $8.88 $11.99 $14.90 4% 0.73 5.91 9.44 12.61 15.51 5% 2.23 6.57 10.14 13.39 16.27 6% 3.51 7.47 11.09 14.36 17.27 7% 4.04 7.94 11.58 14.84 17.79 8% 5.41 9.30 13.04 16.26 19.33 Revenue Implied
PV of '28E share price at illustrative trading multiple of CAGR
('25-'29) 8.0x 9.0x 10.0x 11.0x 12.0x 3% $0.00 $6.67 $9.80 $12.46 $15.02 4% 1.17 7.49 10.75 13.52 16.18 5% 3.53 8.42 11.76 14.64 17.41 6% 5.32 9.50 12.88 15.85 18.72 7% 6.02 10.06 13.46 16.48 19.40 8% 7.78 11.70 15.19 18.37 21.44
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Illustrative Samoa perspective assessment1 Illustrative close date of December 31, 2025 and exit date of December 31, 2028 N Assumes 3-year investment post take-private transaction Delisting triggers mandatory redemption of the
$120m backstop notes, including ~$20m in accrued and remaining coupons through maturity Sources $m % of total Refinanced debt $302 42% Existing cash on balance sheet 21 3% Rollover of Samoa preferred to equity3 275 38% Rollover of
Amelia equity 24 3% New equity4 103 14% Total sources $724 100% Uses $m % of total Equity purchase price ($5.00 / share) $71 10% Refinancing of term loan 182 25% Mandatory redemption of backstop notes 140 19% Rollover of Samoa
preferred3 275 38% Rollover of Amelia equity 24 3% Transaction & financing fees5 12 2% Cash to balance sheet 20 3% Total uses $724 100% Sources: LTP, company filings, R&Co financing extrapolations otes: Assumes acquisition
by Samoa and Amelia with rollover of portable instruments2 including existing Amelia equity Overview Implied IRR on initial investment and new equity Represents return on new Samoa equity and initial preferred equity investment of $153m in
November 2023 Implied MoM on initial investment and new equity Represents return on new Samoa equity and initial preferred equity investment of $153m in November 2023 For returns math, rolled into transaction as equity; based on liquidation
preference as of December 31, 2025; reflects minimum 1.8x return, inclusive of accrued PIK interest and 2.4m warrants 10% of pro forma equity allocated to illustrative Management Incentive Plan in place of existing stock-based
compensation Transaction fees include illustrative estimated M&A fees and financing fee on new debt 18 Supplemental analyses 3 Exit Implied IRR at entry share price
of multiple $5.00 $6.00 $7.00 $8.00 $9.00 $10.00 $11.00 8.0x 18% 17% 15% 14% 13% 11% 10% 9.0x 22% 21% 19% 18% 17% 15% 14% 10.0x 26% 24% 23% 22% 20% 19% 18% 11.0x 29% 28% 26% 25% 24% 22% 21% 12.0x 32% 31% 29% 28% 27% 25% 24% Exit multiple $5.00 $6.00 $10.00 $11.00 2.1x 1.9x 1.5x 1.5x 2.4x 2.2x 1.8x 1.7x 2.7x 2.6x Implied
MoM at entry share price of $7.00 $8.00 $9.00 1.8x 1.7x 1.6x 2.1x 2.0x 1.9x 2.4x 2.3x 2.2x 2.0x 1.9x 8.0x 9.0x 10.0x 11.0x 12.0x 3.1x 3.4x 2.9x 3.2x 2.7x 3.0x 2.6x 2.8x 2.4x 2.7x 2.3x 2.5x 2.2x 2.4x
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Illustrative Samoa perspective assessment (cont’d) Levered free cash flow forecast Projected cash flows1 Sources: LTP, company filings, R&Co financing extrapolations Notes: Levered free cash flow line items based on
LTP Includes ~$3m of annual public company cost savings beginning in 2026E 3. Per Kona Management, other tax deductible expenses include integration-related costs and other one-time items Valuation date as of December 31, 2025 Assumes exit
at December 31, 2028 Assumes acquisition by Samoa and Amelia with rollover of existing Amelia equity □ Refinanced debt priced at SOFR + 650 $20m minimum cash All excess cash flows swept to pay down debt Tax rate of 25%, per Kona
Management Transaction fees of $12m including illustrative estimated M&A fees and financing fee on new debt Key assumptions 19 Supplemental analyses 3 $m 2025E 2026E 2027E 2028E Total revenue $290 $295 $318 $344 %
growth 2% 8% 8% Adj. EBITDA2 $63 $66 $77 $89 % margin 22% 22% 24% 26% (-) One-time items3 (2) (2) - (-) Tax D&A (35) (23) (22) EBIT $29 $52 $67 (-) Net interest expense (28) (25) (22) EBT $1 $27 $45 (-)
Cash taxes (4) (8) (10) (+) D&A 35 23 22 (-) CapEx (9) (9) (10) (+ / -) Change in NWC (0) (2) (2) Levered FCF $22 $31 $46 Credit metrics Gross debt $302 $279 $248 $203 Net debt 282 259 228 183 Gross
leverage 4.8x 4.3x 3.2x 2.3x Net leverage 4.5x 3.9x 3.0x 2.0x LFCF / net debt 0.1x 0.1x 0.2x Cumulative trx. debt paid down - 7% 18% 33%
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE 22.3% 36.4% 42.1% 56.2% 81.1% 25th percentile Median Mean 75th percentile 90th percentile 20.2% 32.4% 44.3% 53.4% 94.4% 25th percentile Median Mean 75th percentile 90th percentile Share price premium 1-day Premiums
paid analysis Share price premium 1-month Source: Refinitiv Note: Analysis includes 172 going-private transactions since 2017 with EV values greater than $250m, excludes target businesses in financial services, real estate, energy,
biotechnology and pharmaceutical sectors 20 Supplemental analyses 3
Appendix
Appendix A Other supporting materials
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Nov-25 Interest rate Maturity Net leverage - $25m WhiteHorse senior secured revolver $185m WhiteHorse senior secured term loan $120m Convertible backstop notes 182 120 S+650 S+650 5.50% Nov-28 Nov-28 Sep-28 Credit
metrics Gross leverage 4.8x Gross leverage (including preferred equity) 9.2x 1st lien net leverage 4 2.6x Net leverage 4.5x Net leverage (including preferred equity) 8.9x 2.6x Existing capital structure overview Balance sheet as of
November 30, 2025 Capitalization overview ($m) Sources: Company filings, FactSet (as of December 12, 2025), Kona Management Notes: 1. Valued at liquidation preference inclusive of accumulated PIK interest (as of anticipated close of
December 31, 2025) FDSO includes 17.5m common shares,1.6m RSUs and 2.4m warrants issued to Samoa as of October 6, 2025, per Kona Management Q3 2025 LTM Credit Agreement EBITDA per Kona Management inclusive of pro-forma adjustments Includes
senior secured term loan and revolver Other supporting materials A 23 Total debt $302 4.5x $153m Series A-1 preferred1 275 13.0% Nov-33 Total debt and preferred $577 8.9x Cash and cash equivalents (21) Net debt incl. preferred
$556 Market capitalization (based on $4.50 stock price) 2 86 Total capitalization $642 LTM Credit Agreement EBITDA 3 $63 Liquidity analysis $25m Senior Secured RCF (-) Amount outstanding $25 – Facility available $25 (+) Cash and cash
equivalents 21 Total liquidity $46
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Investor details Holding Shareholder Type % BSO % BSO incl. Samoa warrants1 Amelia Active 28% 24% Samoa Active - 12% Corient Private Wealth LLC Passive 12% 11% Koch Industries (Investment
Management) Active 11% 10% Cerberus Active 9% 8% Twilio, Inc Passive 6% 5% Individual 6% 5% Goldman Sachs & Co LLC (Private Banking) Active 5% 4% Dotmar Investments Ltd3 Individual 5% 4% Jared
Deith4 Individual 3% 2% Top 10 shareholders 84% 86% 2 Terrdian CCPC % of BSO (incl. Samoa warrants)1 Kona shareholder base Samoa and Amelia collectively own ~36% of Kona’s basic shares outstanding, assuming Samoa chooses to exercise
its warrants1 Sources: Bloomberg, company filings, Kona Management Notes: 1. 17.5m common shares outstanding and 2.4m warrants issued to Samoa as of October 6, 2025, per Kona Management Terence Jarman, former Chairman of Kona, is President
of Terrdian CCPC Richard Burston, co-founder and early investor of Kona, is Chairman of Dotmar Investments Jared Deith is the current CRO at Kona Overview of top 10 shareholders Other supporting materials A Upon exercise of the Samoa
warrants, Amelia and Samoa collectively hold ~36% of basic shares outstanding 24 Active 22% Amelia 24% Samoa 12% Passive 16% Individual 12%
### EX-99.(C)(IX) - EXHIBIT (C)(IX)
EX-99.(C)(IX)
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ny20068726x2_excix.htm
EXHIBIT (C)(IX)
Exhibit (c)(ix)
Project Kona Updated valuation materials January 1, 2026 DRAFT All numbers and
references herein are highly preliminary and subject to material refinement Exhibit (c)(ix)
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Disclaimer 1. Section name This presentation was prepared by Rothschild & Co US Inc. (“Rothschild & Co”) on a confidential basis for the benefit and internal use of the Special Committee (the “Special Committee”) of the Board
of Directors of KORE Group Holdings, Inc. (the “Company” or “Kona”) in the context of the Special Committee’s consideration of the matters described herein. In creating this presentation, Rothschild & Co has relied upon information that is
publicly available or which was provided to Rothschild & Co by or on behalf of the Company’s management, including, without limitation, management operating and financial forecasts or projections. Such information involves numerous
significant assumptions and subjective determinations that may or may not be correct. Rothschild & Co has not assumed any responsibility for independent verification of any of such information contained herein, including, but not limited
to, any forecasts or projections set forth herein, and Rothschild & Co has relied on such information being complete and accurate in all material respects. Accordingly, no representation or warranty, express or implied, can be made or is
made by Rothschild & Co as to the accuracy or completeness of any such information or the achievability of any such forecasts or projections. Except where otherwise indicated, this presentation speaks as of the date hereof and is
necessarily based upon the information available to Rothschild & Co and financial, stock market and other conditions and circumstances existing and disclosed to Rothschild & Co as of the date hereof, all of which are subject to change.
Rothschild & Co does not have any obligation to update, bring-down, review or reaffirm this presentation. Under no circumstances should the delivery of this presentation imply that any information or analyses included in this presentation
would be the same if made as of any other date. Nothing contained in this presentation is, or shall be relied upon as, a promise or representation as to the past, present or future. Nothing contained herein shall be deemed to be a
recommendation from Rothschild & Co to any party, including without limitation, any security holder of the Company, to enter into any transaction or to take any course of action. By accepting these materials, the Special Committee
acknowledges that Rothschild & Co is not in the business of providing (and the Special Committee is not relying on Rothschild & Co for) legal, tax or accounting advice, and the Special Committee should receive (and rely on) separate and
qualified legal, tax and accounting advice. These materials do not constitute an offer or solicitation to sell or purchase any securities. Rothschild & Co is not acting in any capacity as a fiduciary or agent of the Special Committee, the
Board of Directors of the Company, the Company or the Company’s security holders. In the ordinary course of their asset management, merchant banking and other business activities, affiliates of Rothschild & Co may at any time hold long or
short positions, and may trade or otherwise effect transactions, for their own accounts or the accounts of their clients in equity, debt or other securities (or related derivative securities) or financial instruments of the Company or any of
its affiliates or any other company that may be involved in any transaction. This presentation is confidential and was not prepared with a view to public disclosure or filing thereof under state or federal securities laws or otherwise. This
presentation may not be copied by, or disclosed or made available to, any person without the prior written consent of Rothschild & Co. This presentation was not prepared for use by readers not as familiar with the business and affairs of
the Company as the Special Committee, and accordingly, Rothschild & Co does not take any responsibility for the accuracy or completeness of any material if used by persons other than the Special Committee. Rothschild & Co shall not
have any liability, whether direct or indirect, in contract or tort or otherwise, to any person in connection with this presentation. 2
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Implied valuation at various prices $m, unless noted Current Unaffected 1st Samoa/Amelia 1 proposal 2 Ilustrative share price ($) $4.17 $1.17 $5.00 $8.75 $9.00 $9.25 $9.50 $9.75 Implied premia to: Current (December 30,
2025) $4.17 - (72%) 20% 110% 116% 122% 128% 134% Unaffected $1.17 256% - 327% 648% 669% 691% 712% 733% 1-month VWAP $4.30 (3%) (73%) 16% 103% 109% 115% 121% 127% 3-month
VWAP $4.33 (4%) (73%) 15% 102% 108% 113% 119% 125% 6-month VWAP $4.09 2% (71%) 22% 114% 120% 126% 132% 138% 52-week high $4.88 (15%) (76%) 2% 79% 84% 90% 95% 100% 52-week
low $1.66 151% (30%) 201% 427% 442% 457% 472% 487% (x) Fully diluted shares outstanding (m)3 19 19 19 19 19 19 19 19 Implied equity value (excl. Samoa warrants) $80 $22 $96 $167 $172 $177 $182 $186 Memo: value of
Samoa warrants $10 $3 $12 $21 $22 $22 $23 $23 Memo: equity purchase price (excl. shares owned by Amelia) $59 $17 $71 $125 $128 $132 $136 $139 (+) Net debt4 $281 $281 $281 $281 $281 $281 $281 $281 (+) Returned capital
to Samoa5 275 275 275 275 275 275 275 275 Implied enterprise value $636 $579 $652 $724 $728 $733 $738 $743 Memo: implied EV premium - (9.0%) 2.5% 13.8% 14.5% 15.3% 16.0% 16.8% Memo: mandatory redemption of backstop
notes 6 $20 $20 $20 $20 $20 $20 $20 $20 Implied multiples: EV / Adj. EBITDA LTM (November 30,
2025) $62 10.3x 9.4x 10.6x 11.8x 11.8x 11.9x 12.0x 12.1x 25E $63 10.1x 9.2x 10.4x 11.5x 11.6x 11.7x 11.7x 11.8x 26E $63 10.1x 9.2x 10.3x 11.5x 11.5x 11.6x 11.7x 11.8x Kona’s valuation at various stock
prices Sources: Company filings, FactSet (as of December 30, 2025), Kona Management, LTP Notes: Unaffected date as of December 18, 2024, day prior to Samoa’s initial amended 13D filing Samoa / Amelia proposal is a non-binding offer received
November 3, 2025 FDSO includes 17.5m common shares and 1.6m RSUs as of November 30, 2025, per Kona Management Net debt of $281m as of November 30, 2025 Inclusive of preferred equity redeemed at 1.8x minimum return inclusive of accumulated
PIK interest and value of 2.4m warrants Additional payment in the event of a change of control comprised of the remaining coupons to maturity and accrued interest on the $120m in backstop notes, as of December 31, 2025 3
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Illustrative discounted cash flow analysis Projected cash flows1 Sources: Company filings, Kona Management, LTP Notes: Unlevered cash flow line items based on LTP 2029E revenue growth rate applied to terminal revenue and Adj.
EBITDA margin held flat Per Kona Management, other tax-deductible expenses include integration-related costs and other one-time items 40% of SBC is tax-deductible per Kona Management. SBC treated as cash expense 25% tax rate per
LTP Valuation date assumed as of December 31, 2025. FDSO includes 17.5m common shares, 1.6m RSUs and 2.4m warrants issued to Samoa as of November 30, 2025, preferred stock valued at liquidation value of 1.8x MOIC ($275m), senior secured note
valued at principal balance ($182m), backstop notes valued at principal value ($120m), cash balance ($21m), all as of November 30, 2025, per Kona Management and company filings Enterprise value ($m) at terminal multiple of6 PV of terminal
value as % of EV at terminal multiple of6 Implied share price at terminal multiple of6 4 $m 2026E 2027E 2028E 2029E Terminal period2 Total revenue $295 $318 $344 $373 $405 % growth 1.9% 7.6% 8.3% 8.4% 8.4% Adj. EBITDA $63 $74 $87 $100
$109 25.2% 26.9% 26.9% - - - % margin (-) One-time items3 (-) Stock-based compensation (tax deductible) 4 (-) Tax D&A 21.4% (2) (2) (35) 23.4% (2) (3) (23) (4) (22) (4) (22) (4) (10) EBIT $25 $46 $60 $74 $94 (-)
Tax at 25% rate5 (6) (11) (15) (18) (20) NOPAT $19 $35 $46 $56 $74 (+) Tax D&A (-) Stock-based compensation (non-tax deductible)4 (-) CapEx (+/-) Source / (use) of
NWC 35 (3) (9) (0) 23 (5) (9) (2) 22 (6) (10) (2) 22 (6) (10) (2) 10 (6) (10) (2) Unlevered
FCF $41 $41 $50 $59 $65 WACC 8.0x 8.5x 9.0x 9.5x 10.0x 8.0x 8.5x 9.0x 9.5x 10.0x 8.0x 8.5x 9.0x 9.5x 10.0x 13.0% $682 $715 $748 $782 $815 78% 79% 80% 81% 82% $6.56 $8.30 $10.05 $11.79 $13.54 14.0% 661 693 725 757 789 78% 79% 80% 81% 82% 5.46 7.14 8.83 10.51 12.19 15.0% 640 672 703 734 765 78% 79% 80% 80% 81% 4.40 6.03 7.65 9.28 10.91 16.0% 621 651 681 711 741 77% 78% 79% 80% 81% 3.39 4.96 6.53 8.10 9.67 17.0% 603 632 661 690 719 77% 78% 79% 80% 81% 2.42 3.94 5.45 6.97 8.49
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Kona LTP $2.50 51.2% $54 $523 1.8x 1.8x 8.4x 7.8x 1.4% 1.9% 21.6% 22.7% Kona consensus $2.50 51.2% $54 $523 1.8x 1.7x 8.1x 7.2x 2.6% 6.7% 22.0% 23.3% IoT
Solutions Digi $33.54 90.5% $1,298 $1,343 3.1x 3.0x 12.8x 12.3x 1.0% 3.6% 24.5% 24.7% Powerfleet4 4.57 52.5% 617 842 2.0x 1.8x 8.7x 6.6x 14.1% 11.7% 23.3% 27.8% Ituran 40.70 89.6% 810 762 2.2x 2.1x 7.7x 7.3x 4.4% 5.7% 28.1% 28.2% Mean 2.4x 2.3x 9.8x 8.7x 6.5% 7.0% 25.3% 26.9% Median 2.2x 2.1x 8.7x 7.3x 4.4% 5.7% 24.5% 27.8% Share
price ($) %52w high Market cap Enterprise EV / Revenue EV / Adj. EBITDA Revenue growthAdj. EBITDA margin value 2025E 2026E 2025E 2026E 2025E 2026E 2025E 2026E $m, unless noted1, 2 Kona
LTP3 $4.17 85.5% $80 $636 2.2x 2.2x 10.1x 10.1x 1.4% 1.9% 21.7% 21.4% Kona consensus $4.17 85.5% $80 $636 2.2x 2.1x 10.4x 8.9x (0.9%) 7.7% 21.7% 23.4% IoT
Solutions Digi $44.15 92.0% $1,720 $1,858 4.2x 3.8x 16.4x 14.2x 4.1% 10.3% 25.5% 26.7% Powerfleet4 5.35 61.4% 729 972 2.3x 2.1x 10.6x 8.2x 16.2% 11.7% 21.8% 25.2% Ituran 42.40 93.3% 843 759 2.1x 2.0x 7.9x 7.0x 6.7% 8.0% 26.8% 27.9% Mean 2.9x 2.6x 11.6x 9.8x 9.0% 10.0% 24.7% 26.6% Median 2.3x 2.1x 10.6x 8.2x 6.7% 10.3% 25.5% 26.7% Share
price ($) %52w high Market cap Enterprise value EV / Revenue 2025E 2026E EV / Adj. EBITDA 2025E 2026E Revenue growthAdj. EBITDA margin 2025E 2026E 2025E 2026E $m, unless noted1, 2 Select public company analysis (as of July 25,
2025) Selected public company analysis Sources: Company filings, FactSet (as of December 30, 2025), Kona Management, LTP Notes: Metrics based on median consensus estimate Digi and Powerfleet financials calendarized to Kona’s fiscal year
ending December 31 Preferred stock valued at liquidation value of 1.8x MOIC ($275m) Powerfleet pro-forma financials include the acquisition of MiX Telematics in October 2023 and Fleet Complete in September 2024 5
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Target Acquiror EV
($m)3 $200 $52 $126 $1,246 $375 $1,134 $86 $137 $1,034 Date Sep-24 Sep-24 Oct-23 Aug-22 May-21 Apr-21 Apr-19 Mar-19 Jan-19 7.8x 2.1x 17.7x 8.0x 18.7x 6.8x 3.9x 40.9x 9.2x 22.9x 16.2x 10.0x 12.7x Selected
precedent transactions Sources: Company filings, press releases Notes: Calculated using reported synergies where available Acquisition completed under the name I.D. Systems (rebranded as Powerfleet on October 3, 2019) 3. Shown in US$m,
converted at announcement date EV / LTM Adj. EBITDA multiples of select IoT Solutions sector transactions since 2019 (Telematics) 2 Value of synergies 15.7x 12.7x 8.9x 7.9x Gross mean: 15.7x Gross median: 12.7x Synergized mean: 8.91
Synergized median: 7.9x1 6
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Illustrative Samoa perspective assessment1 Illustrative close date of December 31, 2025 and exit date of December 31, 2028 Sources: LTP, company filings, R&Co financing extrapolations Notes: Assumes 3-year investment post
take-private transaction Delisting triggers mandatory redemption of the $120m backstop notes, including ~$20m in accrued and remaining coupons through maturity Assumes acquisition by Samoa and Amelia with rollover of portable instruments2
including existing Amelia equity Overview Implied IRR on initial investment and new equity Implied MoM on initial investment and new equity Represents return on new Samoa equity and initial preferred equity investment of $153m in November
2023 Represents return on new Samoa equity and initial preferred equity investment of $153m in November 2023 For returns math, rolled into transaction as equity; based on liquidation preference as of December 31, 2025; reflects minimum 1.8x
return, inclusive of accrued PIK interest and 2.4m warrants 10% of pro forma equity allocated to illustrative Management Incentive Plan in place of existing stock-based compensation Transaction fees include illustrative estimated M&A fees
and financing fee on new debt 7 Exit Implied IRR at entry share price
of multiple $8.75 $9.00 $9.25 $9.50 $9.75 8.0x 13% 13% 12% 12% 12% 9.0x 17% 17% 16% 16% 16% 10.0x 21% 20% 20% 20% 19% 11.0x 24% 24% 23% 23% 23% 12.0x 27% 27% 26% 26% 26% Exit Implied MoM at entry share
price
of multiple $8.75 $9.00 $9.25 $9.50 $9.75 8.0x 1.7x 1.6x 1.6x 1.6x 1.6x 9.0x 1.9x 1.9x 1.9x 1.8x 1.8x 10.0x 2.2x 2.2x 2.1x 2.1x 2.1x 11.0x 2.5x 2.4x 2.4x 2.4x 2.3x 12.0x 2.7x 2.7x 2.6x 2.6x 2.6x Sources $m %
of total Refinanced debt $302 38% Existing cash on balance sheet 21 3% Rollover of Samoa preferred to equity3 275 35% Rollover of Amelia equity 42 5% New equity4 156 20% Total sources $796 100% Uses $m % of total Equity
purchase price ($8.75 / share) $125 16% Refinancing of term loan 182 23% Mandatory redemption of backstop notes 140 18% Rollover of Samoa preferred3 275 35% Rollover of Amelia equity 42 5% Transaction & financing
fees5 12 2% Cash to balance sheet 20 3% Total uses $796 100% IRR 20% MoM 2.0x
### EX-99.(C)(X) - EXHIBIT (C)(X)
EX-99.(C)(X)
10
ny20068726x2_excx.htm
EXHIBIT (C)(X)
Exhibit (c)(x)
Project Kona Process and valuation materials February 11, 2026 DRAFT All
numbers and references herein are highly preliminary and subject to material refinement Exhibit (c)(x)
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Disclaimer 1. Section name This presentation was prepared by Rothschild & Co US Inc. (“Rothschild & Co”) on a confidential basis for the benefit and internal use of the Special Committee (the “Special Committee”) of the Board
of Directors of KORE Group Holdings, Inc. (the “Company” or “Kona”) in the context of the Special Committee’s consideration of the matters described herein. In creating this presentation, Rothschild & Co has relied upon information that is
publicly available or which was provided to Rothschild & Co by or on behalf of the Company’s management, including, without limitation, management operating and financial forecasts or projections. Such information involves numerous
significant assumptions and subjective determinations that may or may not be correct. Rothschild & Co has not assumed any responsibility for independent verification of any of such information contained herein, including, but not limited
to, any forecasts or projections set forth herein, and Rothschild & Co has relied on such information being complete and accurate in all material respects. Accordingly, no representation or warranty, express or implied, can be made or is
made by Rothschild & Co as to the accuracy or completeness of any such information or the achievability of any such forecasts or projections. Except where otherwise indicated, this presentation speaks as of the date hereof and is
necessarily based upon the information available to Rothschild & Co and financial, stock market and other conditions and circumstances existing and disclosed to Rothschild & Co as of the date hereof, all of which are subject to change.
Rothschild & Co does not have any obligation to update, bring-down, review or reaffirm this presentation. Under no circumstances should the delivery of this presentation imply that any information or analyses included in this presentation
would be the same if made as of any other date. Nothing contained in this presentation is, or shall be relied upon as, a promise or representation as to the past, present or future. Nothing contained herein shall be deemed to be a
recommendation from Rothschild & Co to any party, including without limitation, any security holder of the Company, to enter into any transaction or to take any course of action. By accepting these materials, the Special Committee
acknowledges that Rothschild & Co is not in the business of providing (and the Special Committee is not relying on Rothschild & Co for) legal, tax or accounting advice, and the Special Committee should receive (and rely on) separate and
qualified legal, tax and accounting advice. These materials do not constitute an offer or solicitation to sell or purchase any securities. Rothschild & Co is not acting in any capacity as a fiduciary or agent of the Special Committee, the
Board of Directors of the Company, the Company or the Company’s security holders. In the ordinary course of their asset management, merchant banking and other business activities, affiliates of Rothschild & Co may at any time hold long or
short positions, and may trade or otherwise effect transactions, for their own accounts or the accounts of their clients in equity, debt or other securities (or related derivative securities) or financial instruments of the Company or any of
its affiliates or any other company that may be involved in any transaction. This presentation is confidential and was not prepared with a view to public disclosure or filing thereof under state or federal securities laws or otherwise. This
presentation may not be copied by, or disclosed or made available to, any person without the prior written consent of Rothschild & Co. This presentation was not prepared for use by readers not as familiar with the business and affairs of
the Company as the Special Committee, and accordingly, Rothschild & Co does not take any responsibility for the accuracy or completeness of any material if used by persons other than the Special Committee. Rothschild & Co shall not
have any liability, whether direct or indirect, in contract or tort or otherwise, to any person in connection with this presentation. 2
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Contents Executive summary Overview of Standalone LTP Preliminary valuation perspectives Appendix – Valuation supplement 4 12 15 19
1 Executive summary
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Rothschild & Co engagement 5 Rothschild & Co US Inc. (“Rothschild & Co” or “We”) has been engaged by the Special Committee (the “Special Committee”) of the Board of Directors of Kona (the “Company”) as financial advisor in
connection with advising the Special Committee with respect to a potential transaction (the “Transaction”) proposed by Samoa (together with its affiliated investment funds) and Amelia (collectively, referred herein as the “Samoa Group”) as
well as in evaluating potential strategic alternatives to the Transaction, and if requested by the Special Committee, rendering an opinion as to the fairness, from a financial point of view, of the consideration to be received by the Company’s
disinterested stockholders. To this end, these materials focus on the following: Review of Kona’s Standalone LTP Preliminary valuation analysis of Kona In connection with our engagement, Rothschild & Co has, among other things: At the
direction of the Special Committee, utilized financial forecasts for Kona, prepared and provided by Kona’s management team (“Management”) and confirmed and approved by Management and by the Special Committee on October 20, 2025 (the “Standalone
Long Term Plan” or “Standalone LTP”) Held discussions with the Special Committee regarding: The proposed Transaction; Past and current business operations and financial condition and prospects of Kona, including the Standalone LTP and the
financial implications thereof; Strategic alternatives available to the Company; and Certain other matters believed necessary or appropriate to our inquiry Held discussions with key members of Management on a regular basis over the course
of our engagement 1.1SITEUxAeTcIOuNtiOvVeEsRuVmIEmWary
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE In 2023, Samoa completed a $153m private placement investment consisting of 153k shares of Series A-1 Preferred Stock along with 2.4m warrants exercisable at $0.05 per share, convertible into 2.4m shares of common stock (reflecting
adjustment for 1:5 reverse stock split enacted in June 2024) On December 19, 2024, Samoa amended its 13D indicating it may seek to further invest in or evaluate a take-private of Kona In March 2025, the Company’s Board of Directors formed a
Special Committee of independent directors to evaluate strategic opportunities and subsequently retained Rothschild & Co in June 2025 to advise it on evaluating potential strategic alternatives In July 2025, at the direction of the Special
Committee, Rothschild & Co initiated a two-phase, targeted outreach to 22 potential strategic buyers (including the Samoa Group), of which 8 signed NDAs In October 2025, 7 parties received preliminary information on Kona and attended a
meeting with Management On November 3, 2025, Samoa, in consortium with Amelia1, submitted a preliminary offer of $5.00 per share to take the Company private, a 327% premium to the unaffected price of $1.172 On November 13, 2025, a third party
submitted a preliminary offer of $8.00 per share to take the Company private, a 584% premium to the unaffected price2 On December 12, 2025, the third party withdrew its offer Subsequent negotiations with the Samoa Group resulted in a final
proposal of $9.25 per share Engagement and process overview Transaction background Sources: Company filings, FactSet 2. Notes: 1. Amelia originally invested in November 2014, and currently holds 28% of basic shares outstanding
3. Unaffected price represents close price on the day prior to Samoa’s amended 13D on December 19, 2024 Initial SG offer announced on November 4, 2025 6 Special Committee (“SC”) meetings 40+ Bidding history ($ per share) 4 Total price
increases Premium to unaffected price2 691% 1.1SITEUxAeTcIOuNtiOvVeEsRuVmIEmWary $1.17 $5.00 $6.00 $8.00 $8.00 $8.75 $9.25 $10.00 $9.75 $9.50 Dec 18, 2024 Initial SG offer Revised SG Third party offer #1 offer SC
counter offer #1 Revised SG SC counter Revised SG offer #2 offer #2 offer #3 SC counter offer #3 Final SG proposal premium to price prior to the initial SG offer3 138%
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE 22 7 2 1 Parties Engaged Received Round I VDR Access Submitted IOI Samoa Group Final Proposal 1.1SITEUxAeTcIOuNtiOvVeEsRuVmIEmWary Buyer outreach overview 7 Process overview July 2025: Buyer outreach initiated with 14
parties contacted in an early outreach phase based on likelihood of interest in Kona / ability to transact September 2025: Buyer outreach continued with 7 additional parties contacted for a formal process October 2025: 7 total parties
received round I VDR access to conduct further diligence November 2025: Samoa filed its 13D indicating interest in acquiring outstanding shares for $5.00 per share cash consideration On November 13, 2025, a third party submitted a preliminary
offer of $8.00 per share Other parties declined to submit proposals for the Company On December 12, 2025, the third party withdrew its offer Negotiations with the Samoa Group resulted in a final proposal of $9.25 per share Process outcome
as of February 11, 2026
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Terms currently being negotiated $726m sale of Kona to the Samoa Group 8 Sources: FactSet (as of February 9, 2026), Samoa amended 13D dated January 5, 2026, draft Merger Agreement dated February 6, 2026 Notes: 1. Unaffected date as
of December 18, 2024, the day prior to Samoa’s 13D filing Initial SG offer announced on November 4, 2025 As of February 9, 2026 1 Executive summary Target Kona Acquiror Samoa Group Purchase price $9.25 per share Premium 691% premium
to the unaffected price of $1.171 138% premium to the $3.89 share price prior to the initial Samoa Group offer2 86% premium to current share price of $4.963 Form of consideration All cash Financing No financing contingency; transaction
funded via equity and debt funding Shareholder approval "Requisite Company Stockholder Approval," which consists of approval from a majority of the outstanding shares entitled to vote and a majority of votes cast by disinterested stockholders
at the Company Stockholders Meeting Conditions Requisite Company Stockholder Approval obtained Regulatory approvals obtained No government order enjoining or prohibiting closing Mutual bring-down conditions for satisfaction of each party’s
reps, warranties, and covenants No material adverse effect “No shop” Generally prevents the Company from soliciting or engaging in discussions concerning alternative offers, subject to exceptions If the Company determines an alternative
offer is superior, the Company can change its recommendation and/or terminate to pursue such offer Termination fee Kona to pay the Samoa Group a termination fee equal to [3.75]% of common equity value in the event of termination of the
agreement in order to enter into a transaction deemed a superior proposal
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Current The Samoa $4.88 2% 90% $4.47 11% 107% 1-month VWAP (January 9, 2025)4 4 3-month VWAP (November 12, 2025) Samoa Group proposed price per share $9.25 (02/09/2026): Group proposal: (x) Fully diluted shares outstanding1
19 Benchmark $4.96 $9.25 Implied Kona equity value (excl. Samoa warrants) $177 Unaffected (December 18, 2024) $1.17 324% 691% (+) WhiteHorse term loan2 $181 Close prior to initial SG offer (November 3, 2025) $3.89 28% 138% (+)
Backstop notes2 120 Current (February 9, 2026) $4.96 - 86% (+) Samoa preferred3 275 4 1-month VWAP after 13D (December 18, 2024) $3.30 50% 180% (-) Cash2 (27) 4 3-month VWAP after 13D (December 18,
2024) 4 $3.20 55% 189% Implied enterprise value $726 6-month VWAP after 13D (December 18, 2024) $3.15 57% 194% Metric ($m) Multiple (x) 4 6-month VWAP (August 14, 2025) $4.29 16% 116% Standalone LTP5 52-week high (February 2,
2026) $5.29 (6%) 75% EV / 2025A Adj. EBITDA $63 11.5x 52-week low (September 10, 2025) $2.00 148% 363% EV / 2026E Adj. EBITDA $63 11.5x EV / 2027E Adj. EBITDA $74 9.8x Consensus6 EV / 2025E Adj. EBITDA $61 11.8x EV / 2026E
Adj. EBITDA $71 10.2x Sources: Standalone LTP, company filings, press releases, FactSet (as of February 9, 2026) Notes: Current FDSO includes 17.5m common shares and 1.6m RSUs as of December 31, 2025, per Kona Management Balance sheet as
of December 31, 2025, as per Kona Management. WhiteHorse term loan and Backstop notes gross of discounts and deferred debt issuance costs 3. Preferred equity redeemed at 1.8x minimum return inclusive of accumulated PIK interest and value
of 2.4m warrants issued to Samoa Calendar day VWAP Projected metrics per Standalone LTP EV / Adj. EBITDAs based on broker consensus estimates per FactSet (as of February 9, 2026) Implied enterprise value ($m, except per-share
data) Implied premia 9 1 Executive summary Proposal overview 691% premium to the unaffected price of $1.17 and 138% premium to the $3.89 share price the day prior to the initial Samoa Group offer Implied multiples
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE - 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x - Sep-21 Jan-22 May-22 Sep-22 Jan-23 May-23 Sep-23 Jan-24 May-24 Sep-24 Jan-25 May-25
Sep-25 $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 $35.00 $40.00 $45.00 $50.00 Jan-26 1 Executive summary Dec ’24 Samoa files an amended 13D indicating it may seek to further invest in or acquire Kona Mar ’23 Announces acquisition
of Twilio’s IoT business unit Jun ’24 1:5 reverse stock split Nov ’24 Completes operational restructuring plan Nov ’23 Kona reports strategic investment from Samoa disclosing 12.0% ownership3 Apr ’24 CEO transition Feb ’22
Announces acquisition of Business Mobility Partners & SIMON Kona historical trading performance 691% premium to the unaffected price of $1.17 and 138% premium to the $3.89 share price prior to the initial Samoa Group offer Sources:
Company filings, FactSet (as of February 9, 2026), press releases Notes: Current FDSO includes 17.5m common shares and 1.6m RSUs as of December 31, 2025, per Kona Management. Preferred equity redeemed at 1.8x minimum return inclusive of
accumulated PIK interest and value of 2.4m warrants issued to Samoa following November 15, 2025 EV / NTM Adj. EBITDA based on broker consensus estimates per FactSet (as of February 9, 2026) Ownership percentage calculated including the 2.4m
warrants issued to Samoa Kona stock price and NTM Adj. EBITDA multiple since 2021 de-SPAC1 Stock price ($ actuals) Historical NTM trading multiple (x) Stock price EV / NTM Adj. EBITDA2 Samoa events Other events Q / K filed $4.96 9.0x Dec
’24 NYSE accepts plan to regain compliance with listing standards Nov ’25 Amended 13D filing indicating Samoa / Amelia proposal to acquire outstanding shares for $5.00 per share cash consideration 10 Feb-26
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE - 2.0x 4.0x 6.0x 8.0x - Nov-24 Feb-25 Sources: Company filings, FactSet (as of February 9, 2026), press releases Notes: $1.00 $2.00 $3.00 $4.00 $5.00 May-25 Aug-25 Nov-25 Feb-26 Kona historical trading performance
(cont’d) Share price increased 73% in the following 1 month after initial 13D filing, and 324% since the filing Kona stock price and NTM Adj. EBITDA multiple since 1 month prior to amended 13D filing1,2 9.0x $1.17 $4.96 $3.22 Dec ’24
Samoa files an amended 13D indicating it may seek to further invest in or acquire Kona Historical NTM trading multiple (x) Dec ’24 NYSE accepts plan to regain compliance with listing standards Unaffected date as of December 18, 2024, the
day prior to Samoa’s 13D filing Current FDSO includes 17.5m common shares and 1.6m RSUs as of December 31, 2025, per Kona Management. Preferred equity redeemed at 1.8x minimum return inclusive of accumulated PIK interest and value of 2.4m
warrants issued to Samoa following November 15, 2025 EV / NTM Adj. EBITDA based on broker consensus estimates per FactSet (as of February 9, 2026) Nov ’25 Amended 13D filing indicating Samoa/Amelia proposal to acquire outstanding shares for
$5.00 per share cash consideration 11 1 Executive summary Stock price ($ actuals) Stock price EV / NTM Adj. EBITDA3 Samoa events Other events Q / K filed
2 Overview of Standalone LTP
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE 8.5% 8.9% 10.2% 12.0% 12.1% 19.8 21.5 23.7 26.6 29.8 2025A 2026E 2027E 2028E Sources: Kona Management, Standalone LTP Note: 2029E 2bps (4bps) 31bps 22bps 11bps 56.3% 56.3%
56.6% 56.8% 56.9% 2025A 2026E 2027E 2028E 2029E (9.4%) (0.0%) 0.6% (2.0%) (2.0%) $0.88 $0.88 $0.89 $0.87 $0.86 2025A 2026E 2027E 2028E 2029E Management Standalone LTP: review of key plan assumptions 1. CaaS ARPU is
calculated as the weighted average monthly revenue per user over the period Selected KPIs (Standalone LTP) Key assumptions a CaaS Connectivity revenue growth is forecasted at 8.9%, 10.9%, 9.8% and 9.9% in 2026 to 2029, respectively,
reflecting a return to industry growth rates b Solutions revenue is held approximately flat throughout the forecast period, as Management prioritizes higher-margin opportunities that support recurring Connectivity revenue c Gross margin is
forecasted to improve, reflecting improved vendor pricing with carriers due to higher volumes, while accounting for customer re-rates d Operating expenses are forecasted to grow ~2-3% annually, with the anticipated realization of efficiency
gains Management believes additional cost levers are available should revenue fall short of expectations Average CaaS connections (m) CaaS ARPU1 Gross margin % YoY growth (%) YoY growth (%) YoY improvement (bps) Overview of Standalone
LTP 2 13
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Summary of Standalone LTP1 Sources: Company filings, Kona Management, Standalone LTP Notes: Based on the Standalone LTP. 2023A – 2025A financials per Kona Management Other tax deductible expenses include integration-related costs
and other one-time items 40% of stock-based compensation is tax deductible, per Kona management Average CaaS Connections and ARPU based on CaaS, SuperSIM and Carrier+ revenue per user and average monthly connections CaaS ARPU is calculated
as the weighted average monthly revenue per user over the period Inclusive of CapEx and capitalized labor 14 Overview of Standalone LTP 2 CAGR $m, unless noted 2023A 2024A 2025A 2026E 2027E 2028E 2029E '23-'25 '25-'29 Total IoT
Connectivity $204 $228 $225 Total IoT Solutions 73 58 61 $239 $260 $285 $313 57 58 59 60 5% 9% (8%) (0%) Revenue $277 $286 $286 % growth 14% 3% (0%) $295 $318 $344 $373 2% 7% 3% 8% 8% 8% Gross profit $149 $161 $161 % margin 54% 56%
56% $166 $180 $196 $212 4% 7% 56% 57% 57% 57% Adj. EBITDA $56 $53 $63 % margin 20% 19% 22% $63 $74 $87 $100 7% 12% 21% 23% 25% 27% (-) One-time items2 (-) Stock-based compensation (tax deductible)3 (-) Tax D&A ($2) ($2) - - (2)
(3) (4) (4) (24) (24) (23) (23) EBIT % margin $35 $45 $59 $73 12% 14% 17% 20% Memo: Average CaaS connections (m)4 CaaS ARPU4,5 CapEx6 21.5 23.7 26.6 29.8 11% $0.88 $0.89 $0.87 $0.86 (1%) $9 $9 $10 $10 1%
3 Preliminary valuation perspectives
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Overview of preliminary valuation methodologies and other references Selected public company analysis Selected publicly traded companies in the IoT Solutions sector Selected Adj. EBITDA multiples applied to Kona’s 2025A and 2026E
Adj. EBITDAs, based on Standalone LTP Selected precedent acquisition transactions in the IoT Solutions sector Analysis based on implied transaction enterprise value multiples of last twelve months (LTM) Adj. EBITDA Selected multiples applied
to Kona’s 2025A Adj. EBITDA as per Standalone LTP Selected precedent transactions analysis Analysis of Standalone LTP Valuation date as of December 31, 2025 Terminal multiple range of 8.0x – 10.0x Weighted average cost of capital (WACC)
range of 14.5 – 16.5% Illustrative discounted cash flow analysis Other references Premia paid analysis Analysis of observed premia to unaffected stock price and price prior to initial Samoa Group offer, in all-cash take- private
transactions and acquisitions □ Take-private transactions include U.S. targets with transaction enterprise values above $250m since 2017 Other metrics Kona 52-week stock trading range Equity research analysts stock price
targets 16 Preliminary valuation perspectives 3
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Methodology Current: $4.96 Samoa Group proposal: $9.25 Per-share value ($)1,2,4 Approx. implied EV2,4 Assumptions Core references Selected public company analysis EV / 2025A Adj. EBITDA $570 - 760m EV / 2025A Adj. EBITDA
multiple: 9.0x – 12.0x EV / 2026E Adj. EBITDA $510 - 630m EV / 2026E Adj. EBITDA multiple: 8.0x – 10.0x Selected precedent transactions EV / 2025A Adj. EBITDA $570 - 820m EV / 2025A Adj. EBITDA multiple: 9.0x – 13.0x Illustrative
discounted cash flow analysis $610 - 780m Terminal multiple range: 8.0 – 10.0x WACC range: 14.5 – 16.5% Valuation date as of December 31, 2025 Other references Premia paid analysis Precedent take- privates (1-day) $580 - 580m $640 -
670m 20 – 53% (25th and 75th percentile, respectively) premia to prior closing prices of $1.17 (unaffected) and $3.98 (initial SG offer)5 Precedent take-privates (30-day) $600 - 610m $610 - 630m 22 – 56% (25th and 75th percentile,
respectively) premia to close prices 30 days prior of $1.97 (unaffected) and $2.57 (initial SG offer)5 Other metrics 52-week high / low $590 - 650m 52-week trading high and low closing prices as of February 9, 2026 Analyst target prices
Unaffected3 $580 - 780m Represents low and high of analyst target prices as of December 18, 2024; 4 contributors6 Analyst target prices Current $650m Represents low and high of analyst target prices as of February 9, 2026; 2
contributors 1.10 n.m. 1.10 3.15 2.00 1.50 5.00 11.00 4.30 14.35 11.80 1.40 1.80 2.40 3.05 5.29 12.00 Preliminary valuation Preliminary valuation perspectives 3 Sources: Bloomberg (as of February 9, 2026), company filings,
FactSet (as of February 9, 2026), Kona Management, Kroll Cost of Capital Guide, Standalone LTP, U.S. Fed Notes: Rounded to nearest $0.05 except for 52-week high / low and analyst target prices 5. Per Kona Management, fully diluted shares
outstanding calculated including 17.5m common shares and 1.6m RSUs, net debt of $274m as of December 31, 2025, and $275m in preferred (valued at 1.8x 6. minimum return, inclusive of value of warrants). EV figures are rounded to the nearest
$10m 7. Unaffected date as of December 18, 2024, the day prior to Samoa’s 13D filing Excludes value impact of Kona's NOLs (~$2.6m of NOLs at year end 2025 with per-share value of ~$0.03) Unaffected date of December 18, 2024, and close prior
to initial SG offer announced on November 4, 2025 Includes final coverage reports from Deustche Bank (Aug-24) and Morgan Stanley (Dec-24) 2026E Adj. EBITDA multiple is based on Standalone LTP 17 4.78 6.11 3.09 3.94 Current trading implies
10.2x ’26E Adj. EBITDA7
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Illustrative discounted cash flow analysis sensitivity DCF sensitivity to various operating assumptions Implied per-share midpoint DCF range1 Standalone LTP assumption Item Sources: Company filings, Kona Management, Standalone
LTP Notes: 1. Sensitivity analyses vs. Standalone LTP. Valuation date assumed as of December 31, 2025. FDSO includes 17.5m common shares and 1.6m RSUs as of December 31, 2025, per Kona Management. Preferred equity redeemed at 1.8x minimum
return inclusive of accumulated PIK interest and value of 2.4m warrants issued to Samoa. Assumes WACC of 15.5% and terminal multiple midpoint of 9.0x 2. 2025A to 2029E CAGR 56.3% represents 2025A gross margin per Kona Management. 57.9%
represents 2029E Standalone LTP gross margin +1% 21.4% represents 2026E Standalone LTP Adj. EBITDA margin and 27.9% represents 2029E Standalone LTP Adj. EBITDA margin +1% Sensitivity range Avg. CaaS connections (% CAGR)2 Average CaaS
connections reach 29.8m by 2029 2025–2029 CAGR of 11% 9% 13% 11% Solutions (% CAGR)2 IoT Solutions has (0.3%) CAGR across 2025 to 2029 (5%) 5% (0.3%) Gross margin (% +/-) Gross margin increases from 56.3% in 2025 to 56.9% in
2029 56.3%3 57.9%3 56.9% Adj. EBITDA margin increases from 22.2% in 2025 to 26.9% in 2029 Terminal Adj. EBITDA margin 21.4%4 27.9%4 26.9% 18 Preliminary valuation
perspectives 3 $3.15 $5.08 $6.47 $1.45 $12.87 $10.39 $8.81 $8.42 TMM Base DCF midpoint: $7.35
4 Appendix – Valuation supplement
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE 3, 4 Kona Standalone LTP $4.96 93.8% $95 $644 10.2x 10.2x (0.0%) 3.3% 22.2% 21.4% 3, 4 Kona consensus $4.96 93.8% $95 $644 10.5x 9.0x (0.9%) 7.7% 21.7% 23.4% IoT
Solutions Digi $44.98 93.7% $1,768 $1,873 16.5x 14.1x 5.3% 14.0% 25.4% 26.1% Powerfleet 4.78 54.9% 662 904 9.3x 7.4x 22.0% 8.9% 22.1% 25.5% Ituran 47.21 98.6% 939 865 9.0x 8.0x 6.7% 8.0% 26.8% 27.9% Mean 11.6x 9.8x 11.3% 10.3% 24.8% 26.5% Median 9.3x 8.0x 6.7% 8.9% 25.4% 26.1% Share %52w Market Enterprise EV
/ Adj. EBITDA Revenue growth Adj. EBITDA margin $m, unless noted1, 2 price ($) high cap value 2025E 2026E 2025E 2026E 2025E 2026E Selected public company analysis Sources: Company filings, FactSet (as of February 9, 2026), Kona
Management, Standalone LTP Notes: Metrics based on median broker consensus estimate per FactSet (as of February 9, 2026), except Kona Standalone LTP Digi and Powerfleet financials calendarized to Kona’s fiscal year ending December
31 Preferred equity redeemed at 1.8x minimum return inclusive of accumulated PIK interest and value of 2.4m warrants issued to Samoa Kona Standalone LTP 2025 data reflects 2025 actuals per Kona Management; Kona consensus 2025 data reflects
broker consensus 20 A Appendix – Valuation supplement
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE A Appendix – Valuation supplement Target Acquiror EV
($m)3 $200 $52 $126 $1,246 $375 $1,134 $86 $137 $1,034 Date Sep-24 Sep-24 Oct-23 Aug-22 May-21 Apr-21 Apr-19 Mar-19 Jan-19 7.8x 2.1x 17.7x 8.0x 18.7x 6.8x 3.9x 40.9x 9.2x 22.9x 16.2x 10.0x 12.7x Selected
precedent transactions Sources: Company filings, press releases Notes: Calculated using reported synergies where available Acquisition completed under the name I.D. Systems (rebranded as Powerfleet on October 3, 2019) 3. Shown in US$m,
converted at announcement date EV / LTM Adj. EBITDA multiples of select IoT Solutions sector transactions since 2019 (Telematics) 2 Value of synergies 15.7x 12.7x 8.9x1 7.9x1 Gross mean: 15.7x Gross median: 12.7x Synergized mean: 8.91
Synergized median: 7.9x1 21
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE A Appendix – Valuation supplement Illustrative discounted cash flow analysis Projected cash flows1 $m 2026E 2027E 2028E 2029E Terminal period2 Total revenue $295 $318 $344 $373 $405 %
growth 3.3% 7.6% 8.3% 8.4% 8.4% Adj. EBITDA $63 $74 $87 $100 $109 % margin 21.4% 23.4% 25.2% 26.9% 26.9% (-) One-time items3 ($2) ($2) - - - (-) Stock-based compensation (tax deductible)4 (2) (3) (4) (4) (4) (-)
Tax D&A (24) (24) (23) (23) (10) EBIT $35 $45 $59 $73 $94 (-) Tax at 25% rate5 ($9) ($11) ($15) ($18) ($24) NOPAT $26 $34 $45 $55 $71 (+) Tax D&A $24 $24 $23 $23 $10 (-) Stock-based compensation (non-tax
deductible)4 (3) (5) (6) (6) (6) (-) CapEx (9) (9) (10) (10) (10) (+/-) Source / (use) of NWC (0) (2) (2) (2) (2) Unlevered FCF $39 $42 $50 $59 $62 Sources: Company filings, Kona Management, Standalone
LTP Notes: Unlevered cash flow line items based on Standalone LTP 2029E revenue growth rate applied to terminal revenue and Adj. EBITDA margin held flat Per Kona Management, other tax deductible expenses include integration-related costs
and other one-time items 40% of SBC is tax deductible per Kona Management. SBC treated as cash expense 25% tax rate per Standalone LTP and includes $0.2m p.a. estimated US R&D tax credits for 2026E to 2029E per Kona Management Valuation
date assumed as of December 31, 2025. FDSO includes 17.5m common shares, 1.6m RSUs as of December 31, 2025, preferred stock valued at liquidation value of 1.8x minimum return inclusive of accumulated PIK interest and value of 2.4m warrants
issued to Samoa ($275m), senior secured note valued at principal balance ($181m), backstop notes valued at principal value ($120m), cash balance ($27m), all as of December 31, 2025, per Kona Management Enterprise value ($m) PV of terminal
value as % of EV Implied share price at terminal multiple of6 at terminal multiple of6 at terminal multiple
of6 22 WACC 8.0x 8.5x 9.0x 9.5x 10.0x 8.0x 8.5x 9.0x 9.5x 10.0x 8.0x 8.5x 9.0x 9.5x 10.0x 14.5% $649 $680 $712 $743 $775 78% 79% 80% 81% 82% $5.19 $6.84 $8.50 $10.15 $11.80 15.0% 639 670 701 732 763 78% 79% 80% 81% 81% 4.66 6.29 7.92 9.54 11.17 15.5% 629 659 690 720 751 78% 79% 80% 81% 81% 4.15 5.75 7.35 8.95 10.54 16.0% 619 649 679 709 739 78% 79% 80% 80% 81% 3.65 5.22 6.79 8.36 9.93 16.5% 610 639 669 698 728 77% 78% 79% 80% 81% 3.16 4.70 6.25 7.79 9.34
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE Risk-free rate2 4.8% Levered beta 1.43 Equity risk premium3 6.8% Size premium4 3.0% Size premium 17.6% Cost of debt Cost of debt (pre-tax)5 9.6% Tax shield6 (2.4%) Cost of
equity Ituran 939 - - - - 25% 0.92 0.92 1.09 25th percentile 13% 1.04 1.01 Median 18% 1.17 1.11 Mean 18% 1.39 1.20 75th percentile 24% 1.63 1.35 Kona $959 $301
9 $27510 86%10 608%10 25% 0.13 n.m.11 n.m.11 23 Weighted average cost of capital (WACC) Sources: Company filings, Bloomberg, FactSet, Kroll Cost of Capital Guide, U.S. Federal Reserve Notes: Informed by the range of the peer
references as well as capital markets outlook Based on current yield on 20-year U.S. Treasury (as of February 9, 2026) Based on the average of Kroll’s Supply-side ERP methodology (6.3%) and Historical ERP methodology (7.4%) per Kroll’s Cost
of Capital Guide (as of December 31, 2025) Based on size premia analysis per Kroll’s Cost of Capital Guide (average of 9th and 10th decile, as of December 31, 2025) based on target capital structure of 20% gross debt / capital,
respectively Based on 600bps on latest 3-month SOFR (as of February 9, 2026) 25% tax rate per Kona Management Debt / capital and debt / equity interquartile range and mean exclude Ituran Based on peer mean 2-year adjusted historical beta
(weekly periodicity, regressed against S&P 500) per Bloomberg (as of February 9, 2026) Kona share price as of February 9, 2026; balance sheet as of December 31, 2025, per Kona Management; FDSO includes 17.5m common shares and 1.6m RSUs as
of December 31, 2025, per Kona Management Illustratively includes preferred stock as debt-like item. Preferred equity redeemed at 1.8x minimum return inclusive of accumulated PIK interest and value of 2.4m warrants issued to Samoa Not
meaningful as R-squared is 0.001 Implied WACC Selected public company beta analysis Gross debt / capital1 Gross debt / equity Pre-tax cost of
debt 1.00 1.20 1.30 1.00 1.20 1.30 1.00 1.20 1.30 10.0% 11.1% 9.6% 1.08 1.30 1.41 15.2% 16.7% 17.4% 14.4% 15.8% 16.4% 15.0% 17.6% 9.6% 1.13 1.36 1.47 15.6% 17.1% 17.9% 14.3% 15.6% 16.3% 20.0% 25.0% 9.6% 1.19 1.43 1.54 15.9% 17.6% 18.4% 14.2% 15.5% 16.1% 25.0% 33.3% 9.6% 1.25 1.50 1.63 16.4% 18.1% 18.9% 14.1% 15.4% 16.0% 30.0% 42.9% 9.6% 1.32 1.59 1.72 16.9% 18.7% 19.6% 14.0% 15.2% 15.9% Market Debt Pref. Debt
/ Debt / Tax Beta Cost of debt (post-tax) 7.2% Peer cap ($m) ($m) eq. ($m) cap7 equity 7 rate (%) Levered8 Unlevered Relevered Digi $1,768 $136 - 7% 8% 25% 1.17 1.11 1.32 Powerfleet 662 277 - 30% 42% 25% 2.08 1.58
1.88 A Appendix – Valuation supplement Implied levered beta given unlevered beta of Implied cost of equity given unlevered beta of Implied WACC given unlevered beta of
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE 20% 32% 44% 53% 94% 25th percentile Median Mean 75th percentile 90th percentile 22% 36% 42% 56% 81% 25th percentile Median Mean 75th percentile 90th percentile Premia paid analysis Share price premium 30-day Source:
Refinitiv Note: Analysis includes 172 take-private transactions since 2017 with EV values greater than $250m, excludes target businesses in financial services, real estate, energy, biotechnology and pharmaceutical sectors 24 A Appendix –
Valuation supplement $2.84 $2.61 $3.05 $3.71 $3.40 $3.94 Implied Kona share price based on: $1.97 30-day prior to unaffected: $2.40 $3.83 $2.57 30-day prior to initial Samoa Group offer: $3.09
$5.00 $1.40 $1.68 $1.54 $1.80 $2.27 $4.78 $5.74 $5.27 $6.11 $7.74 Implied Kona share price based on: $1.17 unaffected price: $3.98 close prior to initial Samoa Group offer: Share price premium 1-day
PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL
CHANGE – $20.00 $40.00 $60.00 - 20% 40% 60% 80% 100% Oct-21 Aug-22 Dec-25 Buy Hold Jun-23 Apr-24 Feb-25 Sell Share price Target price $5.00 $5.00 $12.00 $2.50 $3.00 $1.50 Discontinued coverage Analyst price
targets Analyst sentiment since 2021 de-SPAC1 Analyst price targets 1 2 Number of broker recommendations 4 4 2 $ / share Oct-21 Jul-22 Feb-24 Feb-25 Feb-26 Average target price $87.50 $50.50 $12.50 $7.25 $5.00 % Premium
2 118.8% 271.3% 129.4% 190.0% 0.8% Average target price over time1 Sources: FactSet (as of February 9, 2026), Wall Street research Notes: Target prices based on 100-day consensus window adjusted for 1:5 reverse stock split % Premium
based on date of the median broker consensus price at the time 3. Unaffected date as of December 18, 2024, the day prior to Samoa’s amended 13D filing Price target as of 11/13/25 Price target as of 11/13/25 Final coverage 12/13/24 Final
coverage 08/15/24 Current price target Price target as of unaffected date3 Price target as of final coverage 25 A Appendix – Valuation supplement Feb-26
### EX-99.(C)(XI) - EXHIBIT (C)(XI)
EX-99.(C)(XI)
11
ny20068726x2_excxi.htm
EXHIBIT (C)(XI)
Exhibit (c)(xi)
STRICTLY CONFIDENTIAL Project Kona Process and valuation materials February 22,
2026 Exhibit (c)(xi)
STRICTLY CONFIDENTIAL Disclaimer 1. Section name This presentation was prepared
by Rothschild & Co US Inc. (“Rothschild & Co”) on a confidential basis for the benefit and internal use of the Special Committee (the “Special Committee”) of the Board of Directors of KORE Group Holdings, Inc. (the “Company” or “Kona”)
in the context of the Special Committee’s consideration of the matters described herein. In creating this presentation, Rothschild & Co has relied upon information that is publicly available or which was provided to Rothschild & Co by
or on behalf of the Company’s management, including, without limitation, management operating and financial forecasts or projections. Such information involves numerous significant assumptions and subjective determinations that may or may not
be correct. Rothschild & Co has not assumed any responsibility for independent verification of any of such information contained herein, including, but not limited to, any forecasts or projections set forth herein, and Rothschild & Co
has relied on such information being complete and accurate in all material respects. Accordingly, no representation or warranty, express or implied, can be made or is made by Rothschild & Co as to the accuracy or completeness of any such
information or the achievability of any such forecasts or projections. Except where otherwise indicated, this presentation speaks as of the date hereof and is necessarily based upon the information available to Rothschild & Co and
financial, stock market and other conditions and circumstances existing and disclosed to Rothschild & Co as of the date hereof, all of which are subject to change. Rothschild & Co does not have any obligation to update, bring-down,
review or reaffirm this presentation. Under no circumstances should the delivery of this presentation imply that any information or analyses included in this presentation would be the same if made as of any other date. Nothing contained in this
presentation is, or shall be relied upon as, a promise or representation as to the past, present or future. Nothing contained herein shall be deemed to be a recommendation from Rothschild & Co to any party, including without limitation,
any security holder of the Company, to enter into any transaction or to take any course of action. By accepting these materials, the Special Committee acknowledges that Rothschild & Co is not in the business of providing (and the Special
Committee is not relying on Rothschild & Co for) legal, tax or accounting advice, and the Special Committee should receive (and rely on) separate and qualified legal, tax and accounting advice. These materials do not constitute an offer or
solicitation to sell or purchase any securities. Rothschild & Co is not acting in any capacity as a fiduciary or agent of the Special Committee, the Board of Directors of the Company, the Company or the Company’s security holders. In the
ordinary course of their asset management, merchant banking and other business activities, affiliates of Rothschild & Co may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own accounts or
the accounts of their clients in equity, debt or other securities (or related derivative securities) or financial instruments of the Company or any of its affiliates or any other company that may be involved in any transaction. This
presentation is confidential and was not prepared with a view to public disclosure or filing thereof under state or federal securities laws or otherwise. This presentation may not be copied by, or disclosed or made available to, any person
without the prior written consent of Rothschild & Co. This presentation was not prepared for use by readers not as familiar with the business and affairs of the Company as the Special Committee, and accordingly, Rothschild & Co does
not take any responsibility for the accuracy or completeness of any material if used by persons other than the Special Committee. Rothschild & Co shall not have any liability, whether direct or indirect, in contract or tort or otherwise,
to any person in connection with this presentation. 2
STRICTLY CONFIDENTIAL Contents Executive summary Overview of Standalone
LTP Preliminary valuation perspectives Appendix – Valuation supplement 4 12 15 19
1 Executive summary
STRICTLY CONFIDENTIAL Rothschild & Co engagement 5 Rothschild & Co US
Inc. (“Rothschild & Co” or “We”) has been engaged by the Special Committee (the “Special Committee”) of the Board of Directors of Kona (the “Company”) as financial advisor in connection with advising the Special Committee with respect to a
potential transaction (the “Transaction”) proposed by Samoa (together with its affiliated investment funds) and Amelia (collectively, with Samoa, referred herein as the “Samoa Group”) as well as in evaluating potential strategic alternatives to
the Transaction, and if requested by the Special Committee, rendering an opinion as to the fairness, from a financial point of view, of the consideration to be received by the Disinterested Stockholders (as defined in the Draft Merger
Agreement, dated February 20, 2026 (the “Agreement”). To this end, these materials focus on the following: Review of Kona’s Standalone LTP (as defined below) Valuation analysis of Kona In connection with our engagement, Rothschild & Co
has, among other things: At the direction of the Special Committee, utilized financial forecasts for Kona, prepared and provided by Kona’s management team (“Management”) and confirmed and approved for Rothschild & Co’s use by Management
and by the Special Committee on February 19, 2026 (the “Standalone Long Term Plan” or “Standalone LTP”) Held discussions with the Special Committee regarding: The Transaction; Past and current business operations and financial condition and
prospects of Kona, including the Standalone LTP and the financial implications thereof; Strategic alternatives available to the Company; and Certain other matters believed necessary or appropriate to our inquiry Held discussions with key
members of Management on a regular basis over the course of our engagement 1.1SITEUxAeTcIOuNtiOvVeEsRuVmIEmWary
STRICTLY
CONFIDENTIAL $1.17 $5.00 $8.00 $6.00 $7.50 $8.00 $8.75 $9.25 $10.00 $9.75 Dec 18, 2024 Initial SG offer Third party offer Revised SG offer #1 SC counter offer #1 Revised SG offer #2 SC counter offer #2 Revised SG offer
#3 Revised SG offer #4 Final SG proposal In 2023, Samoa completed a $153m private placement investment consisting of 153k shares of Series A-1 Preferred Stock along with 2.4m warrants exercisable at $0.05 per share, convertible into 2.4m
shares of common stock (reflecting adjustment for 1:5 reverse stock split enacted in June 2024) On December 19, 2024, Samoa amended its 13D indicating it may seek to further invest in or evaluate a take-private of Kona In March 2025, the
Company’s Board of Directors formed a Special Committee of independent directors to evaluate strategic opportunities and subsequently retained Rothschild & Co in June 2025 to advise it on evaluating potential strategic alternatives In July
2025, at the direction of the Special Committee, Rothschild & Co initiated a two-phase, targeted outreach to 22 potential strategic buyers (including the Samoa Group), of which 8 signed NDAs In October 2025, 7 parties received preliminary
information on Kona and attended a meeting with Management On November 3, 2025, Samoa, in consortium with Amelia1, submitted a preliminary offer of $5.00 per share to take the Company private, a 327% premium to the unaffected price of
$1.172 On November 13, 2025, a third party submitted a preliminary offer of $8.00 per share to take the Company private, a 584% premium to the unaffected price2 On December 12, 2025, the third party withdrew its offer Subsequent negotiations
with the Samoa Group resulted in a final proposal of $9.25 per share Engagement and process overview Transaction background Sources: Company filings, FactSet Notes: 1. Amelia originally invested in November 2014, and currently holds 28% of
basic shares outstanding Unaffected price represents close price on the day prior to Samoa’s amended 13D on December 19, 2024 Initial SG offer announced on November 4, 2025 6 Special Committee (“SC”) meetings 40+ Bidding history ($ per
share) 5 Total price increases Premium to unaffected price2 691% 1.1SITEUxAeTcIOuNtiOvVeEsRuVmIEmWary premium to price prior to the initial SG offer3 138%
STRICTLY CONFIDENTIAL 22 7 2 1 Parties Engaged Received Round I VDR
Access Submitted IOI Samoa Group Final Proposal 1.1SITEUxAeTcIOuNtiOvVeEsRuVmIEmWary Buyer outreach overview 7 Process overview July 2025: Buyer outreach initiated with 14 parties contacted in an early outreach phase based on likelihood
of interest in Kona / ability to transact September 2025: Buyer outreach continued with 7 additional parties contacted for a formal process October 2025: 7 total parties received round I VDR access to conduct further diligence November 2025:
Samoa filed its 13D indicating interest in acquiring outstanding shares for $5.00 per share cash consideration On November 13, 2025, a third party submitted a preliminary offer of $8.00 per share Other parties declined to submit proposals for
the Company On December 12, 2025, the third party withdrew its offer Negotiations with the Samoa Group resulted in a final proposal of $9.25 per share Process outcome as of February 11, 2026
STRICTLY CONFIDENTIAL Deal Terms overview (1 of 2) 8 Sources: FactSet (as of
February 20, 2026), Agreement, Samoa Group Proposal (as of February 20, 2026) (“Samoa Group proposal”) Notes: 1. Unaffected date as of December 18, 2024, the day prior to Samoa’s 13D filing Initial Samoa Group offer announced on November 4,
2025 As of February 20, 2026 $726m sale of Kona to the Samoa Group 1 Executive summary Target Kona Acquiror Samoa Group Purchase price $9.25 per share (“Merger Consideration”) Premium 691% premium to the unaffected price of
$1.171 138% premium to the $3.89 share price prior to the initial Samoa Group offer2 78% premium to current share price of $5.213 Form of consideration All cash Financing No financing contingency; transaction funded via equity provided by
Samoa pursuant to an equity commitment letter and debt pursuant to a debt commitment underwritten by [certain financial institutions] Shareholder approval "Requisite Company Stockholder Approval," which consists of approval from a majority of
the outstanding shares entitled to vote and a majority of votes cast by Disinterested Stockholders at the company stockholders meeting Conditions Requisite Company Stockholder Approval obtained Regulatory approvals obtained No government
order enjoining or prohibiting closing Mutual bring-down conditions for satisfaction of each party’s reps, warranties and covenants No material adverse effect on Kona “No shop” Generally, prevents the Company from soliciting or engaging in
discussions concerning alternative offers, subject to exceptions If the Company determines an alternative offer is superior, the Company can change its recommendation and/or terminate to pursue such offer Termination fee Kona to pay the
Samoa Group a termination fee equal to [3.75]% of common equity value in the event of termination of the agreement in order to enter into a transaction deemed a superior proposal Samoa Group to pay Kona a termination fee equal to [4.75]% of
common equity value in the event of termination of the agreement under specific circumstances, including failure to close due to failure to obtain financing, other breaches by Samoa Group, or Samoa Group’s failure to timely close while all
closing conditions are satisfied or waived
STRICTLY CONFIDENTIAL Implied premia Benchmark Current
(02/20/2026): $5.21 Merger Consideration: $9.25 Unaffected (December 18, 2024) $1.17 345% 691% Close prior to initial Samoa Group offer (November 3, 2025) $3.89 34% 138% Current (February 20, 2026) $5.21 - 78% 1-month VWAP after
13D (December 18, 2024)4 $3.30 58% 180% 3-month VWAP after 13D (December 18, 2024)4 $3.20 63% 189% 6-month VWAP after 13D (December 18, 2024)4 $3.15 65% 194% 1-month VWAP (January 22, 2026) 4 $4.95 5% 87% 3-month VWAP (November
21, 2025) 4 $4.62 13% 100% 6-month VWAP (August 20, 2025) 4 $4.33 20% 114% 52-week high (February 2, 2026) $5.29 (2%) 75% 52-week low (September 10, 2025) $2.00 161% 363% Sources: Standalone LTP, company filings, press releases,
FactSet (as of February 20, 2026), Management, Samoa Group proposal, Samoa 13D filings, Agreement Notes: Current FDSO includes 17.6m common shares and 1.5m RSUs as of February 16, 2026, per Management Balance sheet as of December 31, 2025,
as per Management. WhiteHorse term loan and Backstop notes gross of discounts and deferred debt issuance costs 3. Preferred equity redeemed at 1.8x minimum return inclusive of accumulated PIK interest and value of 2.4m warrants issued to
Samoa following November 15, 2025, per Management Calendar day VWAP Projected metrics per Standalone LTP EV / Adj. EBITDAs based on broker consensus estimates per FactSet (as of February 20, 2026) Deal Terms overview (2 of 2) Implied
enterprise value ($m, except per-share data) 9 1 Executive summary 691% premium to the unaffected price of $1.17 and 138% premium to the $3.89 share price the day prior to the initial Samoa Group offer Samoa Group proposed price per
share $9.25 (x) Fully diluted shares outstanding1 19 Implied Kona equity value (excl. Samoa warrants) $177 (+) WhiteHorse term loan2 $181 (+) Backstop notes2 120 (+) Samoa preferred3 275 (-) Cash2 (27) Implied enterprise
value $726 Implied multiples Metric ($m) Multiple (x) Standalone LTP5 EV / 2025A Adj. EBITDA $63 11.5x EV / 2026E Adj. EBITDA $63 11.5x EV / 2027E Adj. EBITDA $74 9.8x Consensus6 EV / 2025E Adj. EBITDA $61 11.8x EV / 2026E
Adj. EBITDA $71 10.2x
STRICTLY CONFIDENTIAL Dec ’24 NYSE accepts plan to regain compliance with listing
standards Dec ’24 Samoa files an amended 13D indicating it may seek to further invest in or acquire
Kona - 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 $35.00 $40.00 $45.00 $50.00 Jan-26 1 Executive summary Mar ’23 Announces acquisition of Twilio’s IoT business unit Jun ’24 1:5
reverse stock split Nov ’24 Completes operational restructuring plan Nov ’23 Kona reports strategic investment from Samoa disclosing 12.0% ownership3 Apr ’24 CEO transition Feb ’22 Announces acquisition of Business Mobility Partners
& SIMON Kona historical trading performance Merger Consideration represents a 691% premium to the unaffected price of $1.17 and 138% premium to the $3.89 share price prior to the initial Samoa Group offer Sources: Company filings,
FactSet (as of February 20, 2026), press releases, Samoa 13D filings, Samoa Group proposal, Agreement Notes: Current FDSO includes 17.6m common shares and 1.5m RSUs as of February 16, 2026, per Management. Preferred equity redeemed at 1.8x
minimum return inclusive of accumulated PIK interest and value of 2.4m warrants issued to Samoa following November 15, 2025, per Management EV / NTM Adj. EBITDA based on broker consensus estimates per FactSet (as of February 20,
2026) Ownership percentage calculated including the 2.4m warrants issued to Samoa, per Management Kona stock price and NTM Adj. EBITDA multiple since 2021 de-SPAC1 Stock price ($ actuals) Historical NTM trading multiple (x) Stock price EV
/ NTM Adj. EBITDA2 Samoa events Other events Q / K filed $5.21 9.1x Nov ’25 Amended 13D filing indicating Samoa / Amelia proposal to acquire outstanding shares for $5.00 per share cash consideration 10 - Sep-21 Jan-22 May-22 Sep-22
Jan-23 May-23 Sep-23 Jan-24 May-24 Sep-24 Jan-25 May-25 Sep-25 Feb-26
STRICTLY CONFIDENTIAL - 2.0x 4.0x 6.0x 8.0x - Nov-24 Feb-25
May-25 Sources: Company filings, FactSet (as of February 20, 2026), press releases, Management, Samoa 13D filings Notes: $1.00 $2.00 $3.00 $4.00 $5.00 Aug-25 Nov-25 Feb-26 Kona historical trading performance (cont’d) Share price
increased 73% in the following 1 month after initial 13D filing, and 345% since the filing Kona stock price and NTM Adj. EBITDA multiple since 1 month prior to amended 13D filing1,2 9.1x $1.17 $5.21 $3.22 Dec ’24 Samoa files an
amended 13D indicating it may seek to further invest in or acquire Kona Historical NTM trading multiple (x) Dec ’24 NYSE accepts plan to regain compliance with listing standards Unaffected date as of December 18, 2024, the day prior to
Samoa’s 13D filing Current FDSO includes 17.6m common shares and 1.5m RSUs as of February 16, 2026, per Management. Preferred equity redeemed at 1.8x minimum return inclusive of accumulated PIK interest and value of 2.4m warrants issued to
Samoa following November 15, 2025, per Management EV / NTM Adj. EBITDA based on broker consensus estimates per FactSet (as of February 20, 2026) Nov ’25 Amended 13D filing indicating Samoa/Amelia proposal to acquire outstanding shares for
$5.00 per share cash consideration 11 1 Executive summary Stock price ($ actuals) Stock price EV / NTM Adj. EBITDA3 Samoa events Other events Q / K filed
2 Overview of Standalone LTP
STRICTLY
CONFIDENTIAL 8.5% 8.9% 10.2% 12.0% 12.1% 19.8 21.5 23.7 26.6 29.8 2025A 2026E 2027E 2028E Sources: Management, Standalone LTP Note: 2029E 2bps (4bps) 31bps 22bps 11bps 56.3% 56.3%
56.6% 56.8% 56.9% 2025A 2026E 2027E 2028E 2029E (9.4%) (0.0%) 0.6% (2.0%) (2.0%) $0.88 $0.88 $0.89 $0.87 $0.86 2025A 2026E 2027E 2028E 2029E Standalone LTP: review of key plan assumptions 1. CaaS ARPU is calculated as
the weighted average monthly revenue per user over the period Selected KPIs (Standalone LTP) Key assumptions a CaaS Connectivity revenue growth is forecasted at 8.9%, 10.9%, 9.8% and 9.9% in 2026 to 2029, respectively, reflecting a return
to industry growth rates b Solutions revenue is held approximately flat throughout the forecast period, as Management prioritizes higher-margin opportunities that support recurring Connectivity revenue c Gross margin is forecasted to
improve, reflecting improved vendor pricing with carriers due to higher volumes, while accounting for customer re-rates d Operating expenses are forecasted to grow ~2-3% annually, with the anticipated realization of efficiency
gains Management believes additional cost levers are available should revenue fall short of expectations Average CaaS connections (m) CaaS ARPU1 Gross margin % YoY growth (%) YoY growth (%) YoY improvement (bps) Overview of Standalone
LTP 2 13
STRICTLY CONFIDENTIAL CAGR $m, unless noted 2023A 2024A 2025A 2026E 2027E
2028E 2029E '23-'25 '25-'29 Total IoT Connectivity $204 $228 $225 Total IoT Solutions 73 58 61 $239 $260 $285 $313 57 58 59 60 5% 9% (8%) (0%) Revenue $277 $286 $286 % growth 14% 3% (0%) $295 $318 $344 $373 2% 7% 3% 8% 8% 8% Gross
profit $149 $161 $161 % margin 54% 56% 56% $166 $180 $196 $212 4% 7% 56% 57% 57% 57% Adj. EBITDA $56 $53 $63 % margin 20% 19% 22% $63 $74 $87 $100 7% 12% 21% 23% 25% 27% (-) One-time items1 (-) Stock-based compensation (tax
deductible)2 (-) Tax D&A ($2) ($2) - - (2) (3) (4) (4) (24) (24) (23) (23) EBIT % margin $35 $45 $59 $73 12% 14% 17% 20% Memo: Average CaaS connections (m)3 CaaS ARPU3,4 CapEx5 21.5 23.7 26.6 29.8 11% $0.88 $0.89 $0.87 $0.86
(1%) $9 $9 $10 $10 1% Summary of Standalone LTP Sources: Company filings, Management, Standalone LTP Notes: Other tax deductible expenses include integration-related costs and other one-time items 40% of stock-based compensation is tax
deductible, per Management Average CaaS Connections and ARPU based on CaaS, SuperSIM and Carrier+ revenue per user and average monthly connections CaaS ARPU is calculated as the weighted average monthly revenue per user over the
period Inclusive of CapEx and capitalized labor 14 Overview of Standalone LTP 2
3 Preliminary valuation perspectives
STRICTLY CONFIDENTIAL Overview of valuation methodologies and other
references Selected public company analysis Selected publicly traded companies in the IoT Solutions sector Selected Adj. EBITDA multiples applied to Kona’s 2025A and 2026E Adj. EBITDAs, based on Management and Standalone LTP Selected
precedent acquisition transactions in the IoT Solutions sector Analysis based on implied transaction enterprise value multiples of last twelve months (LTM) Adj. EBITDA Selected multiples applied to Kona’s 2025A Adj. EBITDA as per
Management Selected precedent transactions analysis Analysis of Standalone LTP Valuation date as of December 31, 2025 Terminal multiple range of 8.0x – 10.0x Weighted average cost of capital (WACC) range of 14.5 – 16.5% Illustrative
discounted cash flow analysis Other references Premia paid analysis Analysis of observed premia to unaffected stock price and price prior to initial Samoa Group offer on November 4, 2025, in take-private transactions and acquisitions □
Take-private transactions include U.S. targets with transaction enterprise values above $250m since 2017 Other metrics Kona 52-week stock trading range Equity research analysts stock price targets 16 Preliminary valuation
perspectives 3 Sources: Standalone LTP, Wall Street research, public company filings, Management, Samoa 13D filings
STRICTLY CONFIDENTIAL Methodology Current: $5.21 Merger Consideration:
$9.25 Per-share value ($)1,2,4 Approx. implied EV2,4 Assumptions Core references Selected public company analysis EV / 2025A Adj. EBITDA $570 - 760m EV / 2025A Adj. EBITDA multiple: 9.0x – 12.0x EV / 2026E Adj. EBITDA $510 - 630m EV
/ 2026E Adj. EBITDA multiple: 8.0x – 10.0x Selected precedent transactions EV / 2025A Adj. EBITDA Illustrative discounted cash flow analysis Other references Premia paid analysis Precedent take- privates (1-day) $580 - 580m $640 -
670m 20 – 53% (25th and 75th percentile, respectively) premia to prior closing prices of $1.17 (unaffected) and $3.98 (initial SG offer)5 Precedent take-privates (30-day) $600 - 610m $610 - 630m 22 – 56% (25th and 75th percentile,
respectively) premia to close prices 30 days prior of $1.97 (unaffected) and $2.57 (initial SG offer)5 Other metrics 52-week high / low $590 - 650m 52-week trading high and low closing prices as of February 20, 2026 Analyst target prices
Unaffected3 $580 - 780m Represents low and high of analyst target prices as of December 18, 2024; 4 contributors6 Analyst target prices Current $650m Represents low and high of analyst target prices as of February 20, 2026; 2
contributors 1.10 n.m. 2.00 1.50 5.00 11.05 4.30 1.10 14.35 $570 - 820m EV / 2025A Adj. EBITDA multiple: 9.0x – 13.0x Terminal multiple range: 8.0 – 10.0x 3.15 11.80 $610 - 780m WACC range: 14.5 – 16.5% Valuation date as of
December 31, 2025 1.40 1.80 2.40 3.05 5.29 12.00 Assessment of valuation methodologies Preliminary valuation perspectives 3 Sources: Bloomberg (as of February 20, 2026), company filings, FactSet (as of February 20, 2026), Management,
Kroll Cost of Capital Guide, Standalone LTP, U.S. Fed, Management, Samoa Group proposal, Agreement Notes: Rounded to nearest $0.05 except for 52-week high / low and analyst target prices Per Management, fully diluted shares outstanding
calculated including 17.6m common shares and 1.5m RSUs as of February 16, 2026, net debt of $274m as of December 31, 2025 and $275m in preferred (valued at 1.8x minimum return, inclusive of value of warrants issued to Samoa following November
15, 2025). EV figures are rounded to the nearest $10m Unaffected date as of December 18, 2024, the day prior to Samoa’s 13D filing Excludes value impact of Kona's NOLs (~$2.6m of NOLs at year end 2025 with per-share value of ~$0.03, per
Management) Unaffected date of December 18, 2024, and close prior to initial SG offer announced on November 4, 2025 Includes final coverage reports from Deustche Bank (Aug-24) and Morgan Stanley (Dec-24) 2026E Adj. EBITDA multiple is based
on Standalone LTP 17 4.80 6.10 3.15 4.00 Current trading implies 10.3x ’26E Adj. EBITDA7
STRICTLY
CONFIDENTIAL $3.15 $5.08 $6.48 $1.45 $12.88 $10.40 $8.81 $8.42 Illustrative discounted cash flow analysis sensitivity DCF sensitivity to various operating assumptions Item Standalone LTP assumption Sensitivity range Implied per-share
midpoint DCF range1 Sources: Company filings, Management, Standalone LTP Notes: 1. Sensitivity analyses vs. Standalone LTP. Valuation date assumed as of December 31, 2025. FDSO includes 17.6m common shares and 1.5m RSUs as of February 16,
2026, per Management. Preferred equity redeemed at 1.8x minimum return inclusive of accumulated PIK interest and value of 4. 2.4m warrants issued to Samoa following November 15, 2025, per Management. Assumes WACC of 15.5% and terminal
multiple midpoint of 9.0x. Excludes value impact of Kona's NOLs (~$2.6m of NOLs at year end 2025 with per-share value of ~$0.03, per Management) 2025A to 2029E CAGR 56.3% represents 2025A gross margin per Management. 57.9% represents 2029E
Standalone LTP gross margin +1% 21.4% represents 2026E Standalone LTP Adj. EBITDA margin and 27.9% represents 2029E Standalone LTP Adj. EBITDA margin +1% Avg. CaaS connections (% CAGR)2 Average CaaS connections reach 29.8m by
2029 2025–2029 CAGR of 11% 9% 13% 11% Solutions (% CAGR)2 IoT Solutions has (0.3%) CAGR across 2025 to 2029 (5%) 5% (0.3%) Gross margin (% +/-) Gross margin increases from 56.3% in 2025 to 56.9% in 2029 56.3%3 57.9%3 56.9% Adj.
EBITDA margin increases from 22.2% in 2025 to 26.9% in 2029 Terminal Adj. EBITDA margin 21.4%4 27.9%4 26.9% 18 TMM Base DCF midpoint: $7.35 Preliminary valuation perspectives 3
4 Appendix – Valuation supplement
STRICTLY CONFIDENTIAL 3, 4 Kona Standalone
LTP $5.21 98.5% $100 $649 10.2x 10.3x (0.0%) 3.3% 22.2% 21.4% 3, 4 Kona consensus $5.21 98.5% $100 $649 10.6x 9.1x (0.9%) 7.7% 21.7% 23.4% IoT
Solutions Digi $50.20 97.0% $1,975 $2,081 18.3x 15.6x 5.3% 14.0% 25.4% 26.1% Ituran 48.76 98.1% 970 896 9.3x 8.3x 6.7% 8.0% 26.8% 27.9% Powerfleet 3.79 46.1% 523 765 7.9x 6.3x 22.2% 8.8% 22.0% 25.2% Mean 11.8x 10.1x 11.4% 10.2% 24.7% 26.4% Median 9.3x 8.3x 6.7% 8.8% 25.4% 26.1% Share %52w Market Enterprise EV
/ Adj. EBITDA Revenue growth Adj. EBITDA margin $m, unless noted1, 2 price ($) high cap value 2025E 2026E 2025E 2026E 2025E 2026E Selected public company analysis Sources: Public company filings, FactSet (as of February 20, 2026),
Management, Standalone LTP Notes: Metrics based on median broker consensus estimate per FactSet (as of February 20, 2026), except Kona Standalone LTP Digi and Powerfleet financials calendarized to Kona’s fiscal year ending December
31 Preferred equity redeemed at 1.8x minimum return inclusive of accumulated PIK interest and value of 2.4m warrants issued to Samoa following November 15, 2025, per Management Standalone LTP 2025 data reflects 2025 actuals per Management;
Kona consensus 2025 data reflects broker consensus 20 A Appendix – Valuation supplement
STRICTLY CONFIDENTIAL A Appendix – Valuation supplement Target Acquiror EV
($m)3 $200 $52 $126 $1,246 $375 $1,134 $86 $137 $1,034 Date Sep-24 Sep-24 Oct-23 Aug-22 May-21 Apr-21 Apr-19 Mar-19 Jan-19 7.8x 2.1x 17.7x 8.0x 18.7x 6.8x 3.9x 40.9x 9.2x 22.9x 16.2x 10.0x 12.7x Selected
precedent transactions Sources: Public company filings, press releases Notes: Calculated using reported synergies where available Acquisition completed under the name I.D. Systems (rebranded as Powerfleet on October 3, 2019) 3. Shown in
US$m, converted at announcement date EV / LTM Adj. EBITDA multiples of select IoT Solutions sector transactions since 2019 (Telematics) 2 Value of synergies 15.7x 12.7x 8.9x1 7.9x1 Gross mean: 15.7x Gross median: 12.7x Synergized
mean: 8.91 Synergized median: 7.9x1 21
STRICTLY CONFIDENTIAL A Appendix – Valuation supplement Illustrative discounted
cash flow analysis Projected cash flows1 $m 2026E 2027E 2028E 2029E Terminal period2 Total revenue $295 $318 $344 $373 $405 % growth 3.3% 7.6% 8.3% 8.4% 8.4% Adj. EBITDA $63 $74 $87 $100 $109 %
margin 21.4% 23.4% 25.2% 26.9% 26.9% (-) One-time items3 ($2) ($2) - - - (-) Stock-based compensation (tax deductible)4 (2) (3) (4) (4) (4) (-) Tax D&A (24) (24) (23) (23) (10) EBIT $35 $45 $59 $73 $94 (-) Tax
at 25% rate5 ($9) ($11) ($15) ($18) ($24) NOPAT $26 $34 $45 $55 $71 (+) Tax D&A $24 $24 $23 $23 $10 (-) Stock-based compensation (non-tax deductible)4 (3) (5) (6) (6) (6) (-) CapEx (9) (9) (10) (10) (10) (+/-)
Source / (use) of NWC (0) (2) (2) (2) (2) Unlevered FCF $39 $42 $50 $59 $62 Sources: Company filings, Management, Standalone LTP Notes: Unlevered cash flow line items based on Standalone LTP 2029E revenue growth rate applied to
terminal revenue and Adj. EBITDA margin held flat Per Management, other tax deductible expenses include integration-related costs and other one-time items 40% of SBC is tax deductible per Management. SBC treated as cash expense 25% tax rate
per Standalone LTP and includes $0.2m p.a. estimated US R&D tax credits for 2026E to 2029E per Management 6. Valuation date assumed as of December 31, 2025. FDSO includes 17.6m common shares, 1.5m RSUs as of February 16, 2026, preferred
stock valued at liquidation value of 1.8x minimum return inclusive of accumulated PIK interest and value of 2.4m warrants issued to Samoa following November 15, 2025 ($275m) per Management, senior secured note valued at principal balance
($181m), backstop notes valued at principal value ($120m), cash balance ($27m), all as of December 31, 2025, per Management. Excludes value impact of Kona's NOLs (~$2.6m of NOLs at year end 2025 with per-share value of ~$0.03, per
Management) 22 WACC 8.0x 8.5x 9.0x 9.5x 10.0x 8.0x 8.5x 9.0x 9.5x 10.0x 8.0x 8.5x 9.0x 9.5x 10.0x 14.5% $649 $680 $712 $743 $775 78% 79% 80% 81% 82% $5.19 $6.84 $8.50 $10.15 $11.81 15.0% 639 670 701 732 763 78% 79% 80% 81% 81% 4.67 6.29 7.92 9.54 11.17 15.5% 629 659 690 720 751 78% 79% 80% 81% 81% 4.15 5.75 7.35 8.95 10.55 16.0% 619 649 679 709 739 78% 79% 80% 80% 81% 3.65 5.22 6.79 8.36 9.94 16.5% 610 639 669 698 728 77% 78% 79% 80% 81% 3.16 4.71 6.25 7.79 9.34 Enterprise
value ($m) PV of terminal value as % of EV Implied share price at terminal multiple of6 at terminal multiple of6 at terminal multiple of6
STRICTLY CONFIDENTIAL Selected public company beta analysis Tax shield 6
(2.4%) Market Debt Pref. Debt / Debt / Tax Beta Cost of debt (post-tax) 7.3% Peer cap ($m) ($m) eq. ($m) cap7 equity 7 rate (%) Levered8 Unlevered Relevered Digi $1,975 $136 - 6% 7% 25% 1.16 1.11 1.31 Powerfleet
523 277 - 35% 53% 25% 2.12 1.52 1.80 Cost of equity Implied levered beta given unlevered beta of Implied cost of equity given unlevered beta of Implied WACC given unlevered beta of Ituran 970 - - - - 25% 0.92 0.92 1.09 25th
percentile 13% 1.04 1.01 Median 21% 1.16 1.11 Mean 21% 1.40 1.18 75th percentile 28% 1.64 1.31 Kona $100 9 $301 9 $27510 85%10 579%10 25% 0.13 n.m.11 n.m.11 23 Weighted average cost of capital (WACC) Sources: Company
filings, Bloomberg, FactSet, Kroll Cost of Capital Guide, U.S. Federal Reserve, Management Notes: Informed by the range of the peer references as well as capital markets outlook Based on current yield on 20-year U.S. Treasury (as of
February 20, 2026) Based on the average of Kroll’s Supply-side ERP methodology (6.3%) and Historical ERP methodology (7.4%) per Kroll’s Cost of Capital Guide (as of December 31, 2025) Based on size premia analysis per Kroll’s Cost of Capital
Guide (average of 9th and 10th decile, as of December 31, 2025) based on target capital structure of 20% gross debt / capital, respectively Based on 600bps on latest 3-month SOFR (as of February 20, 2026) 25% tax rate per Management Debt /
capital and debt / equity interquartile range and mean exclude Ituran Based on peer mean 2-year adjusted historical beta (weekly periodicity, regressed against S&P 500) per Bloomberg (as of February 20, 2026) Kona share price as of
February 20, 2026; balance sheet as of December 31, 2025, per Management; FDSO includes 17.6m common shares and 1.5m RSUs as of February 16, 2026, per Management Illustratively includes preferred stock as debt-like item. Preferred equity
redeemed at 1.8x minimum return inclusive of accumulated PIK interest and value of 2.4m warrants issued to Samoa following November 15, 2025, per Management Not meaningful as R-squared is 0.001 Implied WACC Gross debt / capital1 Gross
debt / equity Pre-tax cost of
debt 1.00 1.18 1.30 1.00 1.18 1.30 1.00 1.18 1.30 10.0% 11.1% 9.7% 1.08 1.28 1.41 15.2% 16.6% 17.4% 14.4% 15.6% 16.4% 15.0% 17.6% 9.7% 1.13 1.34 1.47 15.6% 17.0% 17.9% 14.3% 15.5% 16.3% 20.0% 25.0% 9.7% 1.19 1.40 1.54 15.9% 17.4% 18.4% 14.2% 15.4% 16.2% 25.0% 33.3% 9.7% 1.25 1.48 1.63 16.4% 17.9% 18.9% 14.1% 15.3% 16.0% 30.0% 42.9% 9.7% 1.32 1.56 1.72 16.9% 18.5% 19.6% 14.0% 15.1% 15.9% Risk-free
rate 2 4.8% Levered beta 1.40 Equity risk premium3 6.8% Size premium4 3.0% Size premium 17.4% Cost of debt Cost of debt (pre-tax) 5 9.7% A Appendix – Valuation supplement
STRICTLY CONFIDENTIAL 20% 32% 44% 53% 94% 25th
percentile Median Mean 75th percentile 90th percentile 22% 36% 42% 56% 81% 25th percentile Median Mean 75th percentile 90th percentile Premia paid analysis Share price premium 30-day1 Source: Refinitiv Notes: Analysis includes
172 take-private transactions since 2017 with EV values greater than $250m, excludes target businesses in financial services, real estate, energy, biotechnology and pharmaceutical sectors Unaffected date as of December 18, 2024, the day prior
to Samoa’s 13D filing Share price as of November 3, 2025, the day prior to the public announcement of the initial Samoa Group offer 24 A Appendix – Valuation supplement $2.84 $2.61 $3.05 $3.83 $3.71 $3.40 $3.94 $5.00 Implied Kona
share price based on: $1.97 30-day prior to unaffected2: $2.40 $2.57 30-day prior to initial Samoa Group offer3: $3.09 $1.40 $1.68 $1.54 $1.80 $2.27 $4.78 $5.74 $5.27 $6.11 $7.74 Implied Kona share price based on: $1.17
unaffected price2: $3.98 close prior to initial Samoa Group offer3: Share price premium 1-day1
STRICTLY CONFIDENTIAL $ / share Oct-21 Jul-22 Feb-24 Feb-25 Feb-26 Average
target price $87.50 $50.50 $12.50 $7.25 $5.00 % Premium 2 118.8% 271.3% 129.4% 197.1% (4.0%) – $20.00 $40.00 $60.00 - 20% 40% 60% 80% 100% Oct-21 Aug-22 Dec-25 Buy Hold Jun-23 Apr-24 Feb-25 Sell Share price Target
price $5.00 $5.00 $12.00 $2.50 $3.00 $1.50 Discontinued coverage Analyst price targets Analyst sentiment since 2021 de-SPAC1 Analyst price targets 1 2 Number of broker recommendations 4 4 2 Average target price over
time1 Sources: FactSet (as of February 20, 2026), Wall Street research Notes: Target prices based on 100-day consensus window adjusted for 1:5 reverse stock split % Premium based on date of the median broker consensus price at the time 3.
Unaffected date as of December 18, 2024, the day prior to Samoa’s amended 13D filing Price target as of 11/13/25 Price target as of 11/13/25 Final coverage 12/13/24 Final coverage 08/15/24 Current price target Price target as of
unaffected date3 Price target as of final coverage 25 A Appendix – Valuation supplement Feb-26
### EX-99.(C)(XII) - EXHIBIT (C)(XII)
EX-99.(C)(XII)
12
ny20068726x2_excxii.htm
EXHIBIT (C)(XII)
Exhibit (c)(xii)
STRICTLY CONFIDENTIAL Project Kona Fairness opinion analysis February 26,
2026 Exhibit (c)(xii)
STRICTLY CONFIDENTIAL Disclaimer 1. Section name This presentation was prepared
by Rothschild & Co US Inc. (“Rothschild & Co”) on a confidential basis for the benefit and internal use of the Special Committee (the “Special Committee”) of the Board of Directors of KORE Group Holdings, Inc. (the “Company” or “Kona”)
in the context of the Special Committee’s consideration of the matters described herein. In creating this presentation, Rothschild & Co has relied upon information that is publicly available or which was provided to Rothschild & Co by
or on behalf of the Company’s management, including, without limitation, management operating and financial forecasts or projections. Such information involves numerous significant assumptions and subjective determinations that may or may not
be correct. Rothschild & Co has not assumed any responsibility for independent verification of any of such information contained herein, including, but not limited to, any forecasts or projections set forth herein, and Rothschild & Co
has relied on such information being complete and accurate in all material respects. Accordingly, no representation or warranty, express or implied, can be made or is made by Rothschild & Co as to the accuracy or completeness of any such
information or the achievability of any such forecasts or projections. Except where otherwise indicated, this presentation speaks as of the date hereof and is necessarily based upon the information available to Rothschild & Co and
financial, stock market and other conditions and circumstances existing and disclosed to Rothschild & Co as of the date hereof, all of which are subject to change. Rothschild & Co does not have any obligation to update, bring-down,
review or reaffirm this presentation. Under no circumstances should the delivery of this presentation imply that any information or analyses included in this presentation would be the same if made as of any other date. Nothing contained in this
presentation is, or shall be relied upon as, a promise or representation as to the past, present or future. Nothing contained herein shall be deemed to be a recommendation from Rothschild & Co to any party, including without limitation,
any security holder of the Company, to enter into any transaction or to take any course of action. By accepting these materials, the Special Committee acknowledges that Rothschild & Co is not in the business of providing (and the Special
Committee is not relying on Rothschild & Co for) legal, tax or accounting advice, and the Special Committee should receive (and rely on) separate and qualified legal, tax and accounting advice. These materials do not constitute an offer or
solicitation to sell or purchase any securities. Rothschild & Co is not acting in any capacity as a fiduciary or agent of the Special Committee, the Board of Directors of the Company, the Company or the Company’s security holders. In the
ordinary course of their asset management, merchant banking and other business activities, affiliates of Rothschild & Co may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own accounts or
the accounts of their clients in equity, debt or other securities (or related derivative securities) or financial instruments of the Company or any of its affiliates or any other company that may be involved in any transaction. This
presentation is confidential and was not prepared with a view to public disclosure or filing thereof under state or federal securities laws or otherwise. This presentation may not be copied by, or disclosed or made available to, any person
without the prior written consent of Rothschild & Co. This presentation was not prepared for use by readers not as familiar with the business and affairs of the Company as the Special Committee, and accordingly, Rothschild & Co does
not take any responsibility for the accuracy or completeness of any material if used by persons other than the Special Committee. 2
STRICTLY CONFIDENTIAL Contents Executive summary Overview of Standalone
LTP Valuation perspectives Appendix – Valuation supplement 4 10 13 16
1 Executive summary
STRICTLY CONFIDENTIAL Rothschild & Co engagement 5 Rothschild & Co US
Inc. (“Rothschild & Co” or “We”) has been engaged by the Special Committee (the “Special Committee”) of the Board of Directors of Kona (the “Company”) as financial advisor in connection with advising the Special Committee with respect to a
potential transaction (the “Transaction”) proposed by Samoa (together with its affiliated investment funds) and Amelia (collectively, with Samoa, referred herein as the “Samoa Group”) as well as in evaluating potential strategic alternatives to
the Transaction, and if requested by the Special Committee, rendering an opinion to the Special Committee as to the fairness, from a financial point of view, to the Disinterested Stockholders (as defined in the Draft Merger Agreement, dated
February 26, 2026 (the “Agreement”)) of the consideration payable to the Disinterested Stockholders in the Transaction. To this end, these materials focus on the following: Review of Kona’s Standalone LTP (as defined below) Valuation
analysis of Kona In connection with our engagement, Rothschild & Co has, among other things: At the direction of the Special Committee, utilized financial forecasts for Kona, prepared and provided by Kona’s management team (“Management”)
and confirmed and approved for Rothschild & Co’s use by Management and by the Special Committee on February 19, 2026 (the “Standalone Long Term Plan” or “Standalone LTP”) Held discussions with the Special Committee regarding: The
Transaction; Past and current business operations and financial condition and prospects of Kona, including the Standalone LTP and the financial implications thereof; Strategic alternatives available to the Company; and Certain other matters
believed necessary or appropriate to our inquiry Held discussions with key members of Management on a regular basis over the course of our engagement 1.1SITEUxAeTcIOuNtiOvVeEsRuVmIEmWary
STRICTLY CONFIDENTIAL STRICTLY CONFIDENTIAL Deal Terms overview (1 of
2) 6 Sources: FactSet (as of February 25, 2026), Agreement Notes: 1. Unaffected date as of December 18, 2024, the day prior to Samoa’s 13D filing Initial Samoa Group offer announced on November 4, 2025 As of February 25, 2026 $726m sale
of Kona to the Samoa Group 1 Executive summary Target Kona Acquiror Samoa Group Purchase price $9.25 per share (“Merger Consideration”) Premium 691% premium to the unaffected price of $1.171 132% premium to the $3.98 share price prior
to the initial Samoa Group offer2 82% premium to current share price of $5.093 Form of consideration All cash Financing No financing contingency; transaction funded via equity provided by Samoa pursuant to an equity commitment letter and
debt pursuant to a debt commitment underwritten by certain financial institutions Shareholder approval "Requisite Company Stockholder Approval," which consists of approval from a majority of the outstanding shares entitled to vote and a
majority of votes cast by Disinterested Stockholders at the company stockholders meeting Conditions Requisite Company Stockholder Approval obtained Regulatory approvals obtained No government order enjoining or prohibiting closing Mutual
bring-down conditions for satisfaction of each party’s reps, warranties and covenants No material adverse effect on Kona “No shop” Generally, prevents the Company from soliciting or engaging in discussions concerning alternative offers,
subject to exceptions If the Company determines an alternative offer is superior, the Company can change its recommendation and/or terminate to pursue such offer Termination fee Kona to pay the Samoa Group a termination fee equal to $7.2m
in the event of termination of the agreement in order to enter into a transaction deemed a superior proposal Samoa Group to pay Kona a termination fee equal to $12m in the event of termination of the agreement under specific circumstances,
including failure to close due to failure to obtain financing or other breaches by Samoa Group, or Samoa Group’s failure to timely close while all closing conditions are satisfied or waived
STRICTLY CONFIDENTIAL 4 6-month VWAP (August 25,
2025) $4.34 17% 113% 52-week high (February 2, 2026) $5.29 (4%) 75% 52-week low (September 10, 2025) $2.00 155% 363% Sources: Standalone LTP, company filings, press releases, FactSet (as of February 25, 2026), Management, Samoa 13D
filings, Agreement Notes: Current FDSO includes 17.6m common shares and 1.5m RSUs as of February 25, 2026, per Management Balance sheet as of December 31, 2025, as per Management. WhiteHorse term loan and Backstop notes gross of discounts
and deferred debt issuance costs 3. Preferred equity redeemed at 1.8x minimum return inclusive of accumulated PIK interest and value of 2.4m warrants issued to Samoa following November 15, 2025, per Management Calendar day VWAP Projected
metrics per Standalone LTP EV / Adj. EBITDAs based on broker consensus estimates per FactSet (as of February 25, 2026) Deal Terms overview (2 of 2) Implied enterprise value ($m, except per-share data) Implied premia 7 1 Executive
summary 691% premium to the unaffected price of $1.17 and 132% premium to the $3.98 share price the day prior to the initial Samoa Group offer Implied multiples Metric ($m) Multiple (x) Standalone LTP5 EV / 2025A Adj.
EBITDA $63 11.5x EV / 2026E Adj. EBITDA $63 11.5x EV / 2027E Adj. EBITDA $74 9.8x Consensus6 EV / 2025E Adj. EBITDA $61 11.8x EV / 2026E Adj. EBITDA $71 10.2x 4 1-month VWAP (January 27, 2026) $4.99 2% 85% 4 3-month VWAP
(November 28, 2025) $4.67 9% 98% Samoa Group proposed price per share $9.25 Current (02/25/2026): The Samoa Group proposal: (x) Fully diluted shares outstanding1 19 Benchmark $5.09 $9.25 Implied Kona equity value (excl. Samoa
warrants) $177 Unaffected (December 18, 2024) $1.17 335% 691% (+) WhiteHorse term loan2 $181 Close prior to initial Samoa Group offer (November 3, 2025) $3.98 28% 132% (+) Backstop notes2 120 Current (February 25,
2026) $5.09 - 82% (+) Samoa preferred3 275 1-month VWAP after 13D (December 18, 2024)4 $3.30 54% 180% (-) Cash2 (27) 3-month VWAP after 13D (December 18, 2024)4 $3.20 59% 189% Implied enterprise value $726 6-month VWAP after
13D (December 18, 2024)4 $3.15 62% 194%
STRICTLY CONFIDENTIAL STRICTLY CONFIDENTIAL Dec ’24 Samoa files an amended 13D
indicating it may seek to further invest in or acquire Kona - 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 $35.00 $40.00 $45.00 $50.00 Jan-26 Dec ’24 NYSE accepts plan to regain
compliance with listing standards 1 Executive summary Mar ’23 Announces acquisition of Twilio’s IoT business unit Jun ’24 1:5 reverse stock split Nov ’24 Completes operational restructuring plan Nov ’23 Kona reports strategic
investment from Samoa disclosing 12.0% ownership3 Apr ’24 CEO transition Feb ’22 Announces acquisition of Business Mobility Partners & SIMON Kona historical trading performance Merger Consideration represents a 691% premium to the
unaffected price of $1.17 and 132% premium to the $3.98 share price prior to the initial Samoa Group offer Sources: Company filings, FactSet (as of February 25, 2026), press releases, Samoa 13D filings, Agreement Notes: Current FDSO
includes 17.6m common shares and 1.5m RSUs as of February 25, 2026, per Management. Preferred equity redeemed at 1.8x minimum return inclusive of accumulated PIK interest and value of 2.4m warrants issued to Samoa following November 15, 2025,
per Management EV / NTM Adj. EBITDA based on broker consensus estimates per FactSet (as of February 25, 2026) Ownership percentage calculated including the 2.4m warrants issued to Samoa, per Management Kona stock price and NTM Adj. EBITDA
multiple since 2021 de-SPAC1 Stock price ($ actuals) Historical NTM trading multiple (x) Stock price EV / NTM Adj. EBITDA2 Samoa events Other events Q / K filed $5.09 9.1x Nov ’25 Amended 13D filing indicating Samoa / Amelia proposal
to acquire outstanding shares for $5.00 per share cash consideration - Sep-21 Jan-22 May-22 Sep-22 Jan-23 May-23 Sep-23 Jan-24 May-24 Sep-24 Jan-25 May-25 Sep-25 Feb-26 8
STRICTLY CONFIDENTIAL STRICTLY CONFIDENTIAL - 2.0x 4.0x 6.0x 8.0x - Nov-24
Feb-25 May-25 Sources: Company filings, FactSet (as of February 25, 2026), press releases, Management, Samoa 13D filings Notes: $1.00 $2.00 $3.00 $4.00 $5.00 Aug-25 Nov-25 Feb-26 Kona historical trading performance (cont’d) Share
price increased 73% in the following 1 month after initial 13D filing, and 335% since the filing Kona stock price and NTM Adj. EBITDA multiple since 1 month prior to amended 13D filing1,2 9.1x $1.17 $5.09 $3.22 Dec ’24 Samoa files an
amended 13D indicating it may seek to further invest in or acquire Kona Historical NTM trading multiple (x) Dec ’24 NYSE accepts plan to regain compliance with listing standards Unaffected date as of December 18, 2024, the day prior to
Samoa’s 13D filing Current FDSO includes 17.6m common shares and 1.5m RSUs as of February 25, 2026, per Management. Preferred equity redeemed at 1.8x minimum return inclusive of accumulated PIK interest and value of 2.4m warrants issued to
Samoa following November 15, 2025, per Management EV / NTM Adj. EBITDA based on broker consensus estimates per FactSet (as of February 25, 2026) Nov ’25 Amended 13D filing indicating Samoa/Amelia proposal to acquire outstanding shares for
$5.00 per share cash consideration 9 1 Executive summary Stock price ($ actuals) Stock price EV / NTM Adj. EBITDA3 Samoa events Other events Q / K filed
2 Overview of Standalone LTP
STRICTLY CONFIDENTIAL STRICTLY
CONFIDENTIAL 8.5% 8.9% 10.2% 12.0% 12.1% 19.8 21.5 23.7 26.6 29.8 2025A 2026E 2027E 2028E Sources: Management, Standalone LTP Note: 2029E 2bps (4bps) 31bps 22bps 11bps 56.3% 56.3%
56.6% 56.8% 56.9% 2025A 2026E 2027E 2028E 2029E (9.4%) (0.0%) 0.6% (2.0%) (2.0%) $0.88 $0.88 $0.89 $0.87 $0.86 2025A 2026E 2027E 2028E 2029E Standalone LTP: review of key plan assumptions 1. CaaS ARPU is calculated as
the weighted average monthly revenue per user over the period Selected KPIs (Standalone LTP) Key assumptions a CaaS Connectivity revenue growth is forecasted at 8.9%, 10.9%, 9.8% and 9.9% in 2026 to 2029, respectively, reflecting a return
to industry growth rates b Solutions revenue is held approximately flat throughout the forecast period, as Management prioritizes higher-margin opportunities that support recurring Connectivity revenue c Gross margin is forecasted to
improve, reflecting improved vendor pricing with carriers due to higher volumes, while accounting for customer re-rates d Operating expenses are forecasted to grow ~2-3% annually, with the anticipated realization of efficiency
gains Management believes additional cost levers are available should revenue fall short of expectations Average CaaS connections (m) CaaS ARPU1 Gross margin % YoY growth (%) YoY growth (%) YoY improvement (bps) Overview of Standalone
LTP 2 11
STRICTLY CONFIDENTIAL STRICTLY CONFIDENTIAL CAGR $m, unless noted 2023A 2024A
2025A 2026E 2027E 2028E 2029E '23-'25 '25-'29 Total IoT Connectivity $204 $228 $225 Total IoT Solutions 73 58 61 $239 $260 $285 $313 57 58 59 60 5% 9% (8%) (0%) Revenue $277 $286 $286 % growth 14% 3% (0%) $295 $318 $344 $373 2%
7% 3% 8% 8% 8% Gross profit $149 $161 $161 % margin 54% 56% 56% $166 $180 $196 $212 4% 7% 56% 57% 57% 57% Adj. EBITDA $56 $53 $63 % margin 20% 19% 22% $63 $74 $87 $100 7% 12% 21% 23% 25% 27% (-) One-time items1 (-) Stock-based
compensation (tax deductible)2 (-) Tax D&A ($2) ($2) - - (2) (3) (4) (4) (24) (24) (23) (23) EBIT % margin $35 $45 $59 $73 12% 14% 17% 20% Memo: Average CaaS connections (m)3 CaaS ARPU3,4 CapEx5 21.5 23.7 26.6 29.8 11% $0.88
$0.89 $0.87 $0.86 (1%) $9 $9 $10 $10 1% Summary of Standalone LTP Sources: Company filings, Management, Standalone LTP Notes: Other tax deductible expenses include integration-related costs and other one-time items 40% of stock-based
compensation is tax deductible, per Management Average CaaS Connections and ARPU based on CaaS, SuperSIM and Carrier+ revenue per user and average monthly connections CaaS ARPU is calculated as the weighted average monthly revenue per user
over the period Inclusive of CapEx and capitalized labor 12 Overview of Standalone LTP 2
3 Valuation perspectives
STRICTLY CONFIDENTIAL STRICTLY CONFIDENTIAL Overview of valuation methodologies
and other references Selected public company analysis Selected publicly traded companies in the IoT Solutions sector Selected Adj. EBITDA multiples applied to Kona’s 2025A and 2026E Adj. EBITDAs, based on Management and Standalone
LTP Selected precedent acquisition transactions in the IoT Solutions sector Analysis based on implied transaction enterprise value multiples of last twelve months (LTM) Adj. EBITDA Selected multiples applied to Kona’s 2025A Adj. EBITDA as
per Management Selected precedent transactions analysis Analysis of Standalone LTP Valuation date as of December 31, 2025 Terminal multiple range of 8.0x – 10.0x Weighted average cost of capital (WACC) range of 14.5 – 16.5% Illustrative
discounted cash flow analysis Other references Premia paid analysis Analysis of observed premia to unaffected stock price and price prior to initial Samoa Group offer on November 4, 2025, in take-private transactions and acquisitions □
Take-private transactions include U.S. targets with transaction enterprise values above $250m since 2017 Other metrics Kona 52-week stock trading range Equity research analysts stock price targets 14 Sources: Standalone LTP, Wall Street
research, public company filings, Management, Samoa 13D filings Valuation perspectives 3
STRICTLY CONFIDENTIAL STRICTLY CONFIDENTIAL Methodology Current: $5.09 Merger
Consideration: $9.25 Per-share value ($)1,2,4 Approx. implied EV2,4 Assumptions Core references Selected public company analysis EV / 2025A Adj. EBITDA $570 - 760m EV / 2025A Adj. EBITDA multiple: 9.0x – 12.0x EV / 2026E Adj.
EBITDA $510 - 630m EV / 2026E Adj. EBITDA multiple: 8.0x – 10.0x Selected precedent transactions EV / 2025A Adj. EBITDA Illustrative discounted cash flow analysis Other references Premia paid analysis Precedent take- privates
(1-day) $580 - 580m $640 - 670m 20 – 53% (25th and 75th percentile, respectively) premia to prior closing prices of $1.17 (unaffected) and $3.98 (initial SG offer)5 Precedent take-privates (30-day) $600 - 610m $610 - 630m 22 – 56% (25th
and 75th percentile, respectively) premia to close prices 30 days prior of $1.97 (unaffected) and $2.57 (initial SG offer)5 Other metrics 52-week high / low $590 - 650m 52-week trading high and low closing prices as of February 25,
2026 Analyst target prices Unaffected3 $580 - 780m Represents low and high of analyst target prices as of December 18, 2024; 4 contributors6 Analyst target prices Current $650m Represents low and high of analyst target prices as of
February 25, 2026; 2 contributors 1.10 n.m. 2.00 1.50 5.00 11.05 4.30 1.10 14.35 $570 - 820m EV / 2025A Adj. EBITDA multiple: 9.0x – 13.0x Terminal multiple range: 8.0 – 10.0x 3.15 11.80 $610 - 780m WACC range: 14.5 –
16.5% Valuation date as of December 31, 2025 1.40 1.80 2.40 3.05 5.29 12.00 Assessment of valuation methodologies Sources: Bloomberg (as of February 25, 2026), company filings, FactSet (as of February 25, 2026), Management, Kroll Cost of
Capital Guide, Standalone LTP, U.S. Fed, Management, Agreement Notes: Rounded to nearest $0.05 except for 52-week high / low and analyst target prices Per Management, fully diluted shares outstanding calculated including 17.6m common shares
and 1.5m RSUs as of February 25, 2026, net debt of $274m as of December 31, 2025 and $275m in preferred (valued at 1.8x minimum return, inclusive of value of warrants issued to Samoa following November 15, 2025). EV figures are rounded to the
nearest $10m Unaffected date as of December 18, 2024, the day prior to Samoa’s 13D filing Excludes value impact of Kona's NOLs (~$2.6m of NOLs at year end 2025 with per-share value of ~$0.03, per Management) Unaffected date of December 18,
2024, and close prior to initial SG offer announced on November 4, 2025 Includes final coverage reports from Deustche Bank (Aug-24) and Morgan Stanley (Dec-24) 2026E Adj. EBITDA multiple is based on Standalone LTP 15 4.80 6.10 3.15
4.00 Current trading implies 10.2x ’26E Adj. EBITDA7 Valuation perspectives 3
4 Appendix – Valuation supplement
STRICTLY CONFIDENTIAL STRICTLY CONFIDENTIAL 3, 4 Kona Standalone
LTP $5.09 96.2% $97 $647 10.2x 10.2x (0.0%) 3.3% 22.2% 21.4% 3, 4 Kona consensus $5.09 96.2% $97 $647 10.5x 9.1x (0.9%) 7.7% 21.7% 23.4% IoT
Solutions Digi $49.91 96.4% $1,964 $2,069 18.2x 15.5x 5.3% 14.0% 25.4% 26.1% Ituran 47.49 95.5% 945 871 9.0x 8.1x 6.7% 8.0% 26.8% 27.9% Powerfleet 3.70 48.6% 511 753 7.7x 6.2x 22.2% 8.8% 22.0% 25.2% Mean 11.7x 9.9x 11.4% 10.2% 24.7% 26.4% Median 9.0x 8.1x 6.7% 8.8% 25.4% 26.1% Share %52w Market Enterprise EV
/ Adj. EBITDA Revenue growth Adj. EBITDA margin $m, unless noted1, 2 price ($) high cap value 2025E 2026E 2025E 2026E 2025E 2026E Selected public company analysis Sources: Public company filings, FactSet (as of February 25, 2026),
Management, Standalone LTP Notes: Metrics based on median broker consensus estimate per FactSet (as of February 25, 2026), except Kona Standalone LTP Digi and Powerfleet financials calendarized to Kona’s fiscal year ending December
31 Preferred equity redeemed at 1.8x minimum return inclusive of accumulated PIK interest and value of 2.4m warrants issued to Samoa following November 15, 2025, per Management Standalone LTP 2025 data reflects 2025 actuals per Management;
Kona consensus 2025 data reflects broker consensus 17 A Appendix – Valuation supplement
STRICTLY CONFIDENTIAL STRICTLY CONFIDENTIAL A Appendix – Valuation
supplement Target Acquiror EV
($m)3 $200 $52 $126 $1,246 $375 $1,134 $86 $137 $1,034 Date Sep-24 Sep-24 Oct-23 Aug-22 May-21 Apr-21 Apr-19 Mar-19 Jan-19 7.8x 2.1x 17.7x 8.0x 18.7x 6.8x 3.9x 40.9x 9.2x 22.9x 16.2x 10.0x 12.7x Selected
precedent transactions Sources: Public company filings, press releases Notes: Calculated using reported synergies where available Acquisition completed under the name I.D. Systems (rebranded as Powerfleet on October 3, 2019) 3. Shown in
US$m, converted at announcement date EV / LTM Adj. EBITDA multiples of select IoT Solutions sector transactions since 2019 (Telematics) 2 Value of synergies 15.7x 12.7x 8.9x1 7.9x1 Gross mean: 15.7x Gross median: 12.7x Synergized
mean: 8.91 Synergized median: 7.9x1 18
STRICTLY CONFIDENTIAL STRICTLY CONFIDENTIAL A Appendix – Valuation
supplement Illustrative discounted cash flow analysis Projected cash flows1 $m 2026E 2027E 2028E 2029E Terminal period2 Total revenue $295 $318 $344 $373 $405 % growth 3.3% 7.6% 8.3% 8.4% 8.4% Adj.
EBITDA $63 $74 $87 $100 $109 % margin 21.4% 23.4% 25.2% 26.9% 26.9% (-) One-time items3 ($2) ($2) - - - (-) Stock-based compensation (tax deductible)4 (2) (3) (4) (4) (4) (-) Tax
D&A (24) (24) (23) (23) (10) EBIT $35 $45 $59 $73 $94 (-) Tax at 25% rate5 ($9) ($11) ($15) ($18) ($24) NOPAT $26 $34 $45 $55 $71 (+) Tax D&A $24 $24 $23 $23 $10 (-) Stock-based compensation (non-tax
deductible)4 (3) (5) (6) (6) (6) (-) CapEx (9) (9) (10) (10) (10) (+/-) Source / (use) of NWC (0) (2) (2) (2) (2) Unlevered FCF $39 $42 $50 $59 $62 Sources: Company filings, Management, Standalone LTP Notes: Unlevered
cash flow line items based on Standalone LTP 2029E revenue growth rate applied to terminal revenue and Adj. EBITDA margin held flat Per Management, other tax deductible expenses include integration-related costs and other one-time items 40%
of SBC is tax deductible per Management. SBC treated as cash expense 25% tax rate per Standalone LTP and includes $0.2m p.a. estimated US R&D tax credits for 2026E to 2029E per Management 6. Valuation date assumed as of December 31, 2025.
FDSO includes 17.6m common shares, 1.5m RSUs as of February 25, 2026, preferred stock valued at liquidation value of 1.8x minimum return inclusive of accumulated PIK interest and value of 2.4m warrants issued to Samoa following November 15,
2025 ($275m) per Management, senior secured note valued at principal balance ($181m), backstop notes valued at principal value ($120m), cash balance ($27m), all as of December 31, 2025, per Management. Excludes value impact of Kona's NOLs
(~$2.6m of NOLs at year end 2025 with per-share value of ~$0.03, per
Management) 19 WACC 8.0x 8.5x 9.0x 9.5x 10.0x 8.0x 8.5x 9.0x 9.5x 10.0x 8.0x 8.5x 9.0x 9.5x 10.0x 14.5% $649 $680 $712 $743 $775 78% 79% 80% 81% 82% $5.19 $6.84 $8.50 $10.15 $11.81 15.0% 639 670 701 732 763 78% 79% 80% 81% 81% 4.67 6.29 7.92 9.54 11.17 15.5% 629 659 690 720 751 78% 79% 80% 81% 81% 4.15 5.75 7.35 8.95 10.55 16.0% 619 649 679 709 739 78% 79% 80% 80% 81% 3.65 5.22 6.79 8.36 9.94 16.5% 610 639 669 698 728 77% 78% 79% 80% 81% 3.16 4.71 6.25 7.79 9.34 Enterprise
value ($m) PV of terminal value as % of EV Implied share price at terminal multiple of6 at terminal multiple of6 at terminal multiple of6
STRICTLY CONFIDENTIAL STRICTLY
CONFIDENTIAL $3.15 $5.08 $6.48 $1.45 $12.88 $10.40 $8.81 $8.42 Illustrative discounted cash flow analysis sensitivity DCF sensitivity to various operating assumptions Item Standalone LTP assumption Sensitivity range Implied per-share
midpoint DCF range1 Sources: Company filings, Management, Standalone LTP Notes: 1. Sensitivity analyses vs. Standalone LTP. Valuation date assumed as of December 31, 2025. FDSO includes 17.6m common shares and 1.5m RSUs as of February 25,
2026, per Management. Preferred equity redeemed at 1.8x minimum return inclusive of accumulated PIK interest and value of 4. 2.4m warrants issued to Samoa following November 15, 2025, per Management. Assumes WACC of 15.5% and terminal
multiple midpoint of 9.0x. Excludes value impact of Kona's NOLs (~$2.6m of NOLs at year end 2025 with per-share value of ~$0.03, per Management) 2025A to 2029E CAGR 56.3% represents 2025A gross margin per Management. 57.9% represents 2029E
Standalone LTP gross margin +1% 21.4% represents 2026E Standalone LTP Adj. EBITDA margin and 27.9% represents 2029E Standalone LTP Adj. EBITDA margin +1% Avg. CaaS connections (% CAGR)2 Average CaaS connections reach 29.8m by
2029 2025–2029 CAGR of 11% 9% 13% 11% Solutions (% CAGR)2 IoT Solutions has (0.3%) CAGR across 2025 to 2029 (5%) 5% (0.3%) Gross margin (% +/-) Gross margin increases from 56.3% in 2025 to 56.9% in 2029 56.3%3 57.9%3 56.9% Adj.
EBITDA margin increases from 22.2% in 2025 to 26.9% in 2029 Terminal Adj. EBITDA margin 21.4%4 27.9%4 26.9% 20 TMM Base DCF midpoint: $7.35 A Appendix – Valuation supplement
STRICTLY CONFIDENTIAL STRICTLY CONFIDENTIAL Implied levered beta given unlevered
beta of Implied cost of equity given unlevered beta of Implied WACC given unlevered beta of Selected public company beta analysis Tax shield 6 (2.4%) Market Debt Pref. Debt / Debt / Tax Beta Cost of debt (post-tax) 7.3% Peer cap
($m) ($m) eq. ($m) cap7 equity7 rate (%) Levered8 Unlevered Relevered Digi $1,964 $136 - 6% 7% 25% 1.16 1.11 1.31 Powerfleet 511 277 - 35% 54% 25% 2.12 1.51 1.79 Ituran 945 - - - - 25% 0.92 0.92 1.09 25th
percentile 14% 1.04 1.01 Median 21% 1.16 1.11 Mean 21% 1.40 1.18 75th percentile 28% 1.64 1.31 Kona $97 9 $3019 $27510 86%10 592%10 25% 0.12 n.m.11 n.m.11 Cost of equity 21 Weighted average cost of capital
(WACC) Sources: Company filings, Bloomberg, FactSet (as of February 25, 2026), Kroll Cost of Capital Guide, U.S. Federal Reserve, Management Notes: Informed by the range of the peer references as well as capital markets outlook Based on
current yield on 20-year U.S. Treasury (as of February 25, 2026) Based on the average of Kroll’s Supply-side ERP methodology (6.3%) and Historical ERP methodology (7.4%) per Kroll’s Cost of Capital Guide (as of December 31, 2025) Based on
size premia analysis per Kroll’s Cost of Capital Guide (average of 9th and 10th decile, as of December 31, 2025) based on target capital structure of 20% gross debt / capital, respectively Based on 600bps on latest 3-month SOFR (as of
February 25, 2026) 25% tax rate per Management Debt / capital and debt / equity interquartile range and mean exclude Ituran Based on peer mean 2-year adjusted historical beta (weekly periodicity, regressed against S&P 500) per Bloomberg
(as of February 25, 2026) Kona share price as of February 25, 2026; balance sheet as of December 31, 2025, per Management; FDSO includes 17.6m common shares and 1.5m RSUs as of February 25, 2026, per Management Illustratively includes
preferred stock as debt-like item. Preferred equity redeemed at 1.8x minimum return inclusive of accumulated PIK interest and value of 2.4m warrants issued to Samoa following November 15, 2025, per Management Not meaningful as R-squared is
0.001 Implied WACC Gross debt / capital1 Gross debt / equity Pre-tax cost of
debt 1.00 1.18 1.30 1.00 1.18 1.30 1.00 1.18 1.30 10.0% 11.1% 9.7% 1.08 1.27 1.41 15.1% 16.4% 17.3% 14.3% 15.5% 16.3% 15.0% 17.6% 9.7% 1.13 1.33 1.47 15.4% 16.8% 17.7% 14.2% 15.3% 16.2% 20.0% 25.0% 9.7% 1.19 1.40 1.54 15.8% 17.2% 18.2% 14.1% 15.2% 16.0% 25.0% 33.3% 9.7% 1.25 1.47 1.63 16.2% 17.7% 18.8% 14.0% 15.1% 15.9% 30.0% 42.9% 9.7% 1.32 1.55 1.72 16.7% 18.3% 19.4% 13.9% 15.0% 15.8% Risk-free
rate 2 4.6% Levered beta 1.40 Equity risk premium3 6.8% Size premium4 3.0% Size premium 17.2% Cost of debt Cost of debt (pre-tax) 5 9.7% A Appendix – Valuation supplement
STRICTLY CONFIDENTIAL STRICTLY CONFIDENTIAL 20% 32% 44% 53% 94% 25th
percentile Median Mean 75th percentile 90th percentile 22% 36% 42% 56% 81% 25th percentile Median Mean 75th percentile 90th percentile Premia paid analysis Share price premium 30-day1 Source: Refinitiv Notes: Analysis includes
172 take-private transactions since 2017 with EV values greater than $250m, excludes target businesses in financial services, real estate, energy, biotechnology and pharmaceutical sectors Unaffected date as of December 18, 2024, the day prior
to Samoa’s 13D filing Share price as of November 3, 2025, the day prior to the public announcement of the initial Samoa Group offer 22 A Appendix – Valuation supplement $2.84 $2.61 $3.05 $3.83 $2.40 $2.57 30-day prior to initial Samoa
Group offer3: $3.09 $3.71 $3.40 $3.94 $5.00 Implied Kona share price based on: $1.97 30-day prior to unaffected2: $1.40 $1.68 $1.54 $1.80 $2.27 $4.78 $5.74 $5.27 $6.11 $7.74 Implied Kona share price based on: $1.17 unaffected
price2: $3.98 close prior to initial Samoa Group offer3: Share price premium 1-day1
STRICTLY CONFIDENTIAL STRICTLY CONFIDENTIAL $ /
share Oct-21 Jul-22 Feb-24 Feb-25 Feb-26 Average target price $87.50 $50.50 $12.50 $7.25 $5.00 % Premium
2 118.8% 271.3% 129.4% 197.7% (1.8%) – $20.00 $40.00 $60.00 - 20% 40% 60% 80% 100% Oct-21 Aug-22 Dec-25 Buy Hold Jun-23 Apr-24 Feb-25 Sell Share price Target price $5.00 $5.00 $12.00 $2.50 $3.00 $1.50 Discontinued
coverage Analyst price targets Analyst sentiment since 2021 de-SPAC1 Analyst price targets 1 2 Number of broker recommendations 4 4 2 Average target price over time1 Sources: FactSet (as of February 25, 2026), Wall Street
research Notes: Target prices based on 100-day consensus window adjusted for 1:5 reverse stock split % Premium based on date of the median broker consensus price at the time 3. Unaffected date as of December 18, 2024, the day prior to
Samoa’s amended 13D filing Price target as of 11/13/25 Price target as of 11/13/25 Final coverage 12/13/24 Final coverage 08/15/24 Current price target Price target as of unaffected date3 Price target as of final coverage 23 A Appendix
– Valuation supplement Feb-26
### EX-99.(C)(XIII) - EXHIBIT (C)(XIII)
EX-99.(C)(XIII)
13
ny20068726x2_excxiii.htm
EXHIBIT (C)(XIII)
Exhibit (c)(xiii)
Project King Discussion Materials August 2025 Exhibit (c)(xiii)
Illustrative Transaction Overview 2 Note: Balance sheet cash, Whitehorse term
loan, and Fortress convertible notes balances are as of Q1 2025. Includes the $150M strategic investment from Searchlight from November 15, 2023, KORE’s $2.9M purchase of 5M shares from Twilio from December 13, 2023, and the total amount of
the accrued interest due to Searchlight of $47.8M, as of December 31, 2025. Assumes $63.8M of 2025E EBITDA. Assumes $75.0M of pro forma EBITDA. Key Assumptions Assumes a ~67% premium, $4.00 / share take out price Assumes Searchlight, Abry,
Terence Jarman, Richard Burston, and Koch equity rollover (56.8%) Remaining 43.2% bought out with new equity Assumes rollover of Whitehorse debt ($182.7M) and Searchlight preferred equity, while Fortress convertible note ($120.0M) is taken
out at par Assumes pro forma EBITDA of ~$75M (current ~$65M), cash on balance sheet not used in transaction Sources & Uses New Equity $33.8 6.1% Fortress Converts $120.0 21.6% New Debt 120.0 21.6% Non-rolling
Equity 33.8 6.1% Searchlight Preferred Equity1 200.6 36.0% Searchlight Preferred Equity 1 200.6 36.0% Whitehorse Term Loan 182.7 32.8% Whitehorse Term Loan 182.7 32.8% Balance Sheet Cash 19.7 3.5% Balance Sheet
Cash 19.7 3.5% Total Sources $556.8 100.0% Total Uses $556.8 100.0% Current Senior Net Leverage2 4.4x Pro Forma Senior Net Leverage3 3.8x $ % of Total $ % of Total Sources Uses
Shares Outstanding Ownership Take-Private Pro-Forma Ownership Abry 4.9 24.8% 4.9 24.8% Searchlight 2.4 12.3% 2.4 12.3% TDJ
Company (Terence Jarman) 1.0 5.1% 1.0 5.1% Dotmar Investments (Richard Burston) 0.9 4.4% 0.9 4.4% Koch 2.0 10.2% 2.0 10.2% Cerberus 1.4 7.1% — — Twilio 1.0 5.1% — — Goldman Sachs Asset Management 0.9 4.8% — — Other
Investors 5.1 26.1% — — New Equity 8.4 43.2% Total Shares 19.6 100.0% 19.6 100.0% Current Balance Sheet Pro Forma Balance Sheet Cash Cash Existing Cash Balance $19.7 Existing Cash Balance $19.7 Pro-Forma
Cash $19.7 Pro-Forma Cash $19.7 Debt Debt Whitehorse Term Loan $182.7 Whitehorse Term Loan $182.7 Searchlight Preferred Equity 2 200.6 Searchlight Preferred Equity 2 200.6 Fortress Converts 120.0 New Debt 3 120.0 Total Debt /
Preferred $503.3 Total Debt / Preferred $503.3 Illustrative Take-Private Analysis 3 Assumes Searchlight purchases 100% of Cerberus, Twilio, Goldman Sachs, and Other Investors shares. Includes the $150M strategic investment from
Searchlight from November 15, 2023, KORE’s $2.9M purchase of 5M shares from Twilio from December 13, 2023, and the total amount of the accrued interest due to Searchlight of $47.8M, as of December 31, 2025. Assumes $120M of Fortress'
convertible note is purchased in full and replaced with new debt instrument. Pro Forma Ownership1
(-) Cash and Cash Equivalents1 (19.7) (19.7) (19.7) (19.7) (19.7) (+) Debt
and Preferred Equity 503.3 503.3 503.3 503.3 503.3 Implied Enterprise Value $552.1 $561.9 $571.7 $581.5 $591.3 Premium to: Current Share Price $2.40 45.8% 66.7% 87.5% 108.3% 129.2% Last 6-Months
VWAP $2.44 43.6% 64.1% 84.6% 105.1% 125.6% LTM VWAP $2.29 53.1% 74.9% 96.8% 118.7% 140.6% 52-Week High (One Day - 12/31/24) $3.22 8.7% 24.2% 39.8% 55.3% 70.8% Implied Multiples: EV / 2025E Revenue
($290.7M) 1.9x 1.9x 2.0x 2.0x 2.0x EV / 2025E EBITDA ($63.8M) 8.7x 8.8x 9.0x 9.1x 9.3x EV / 2026E Revenue ($304.3M) 1.8x 1.8x 1.9x 1.9x 1.9x EV / 2026E EBITDA ($69.9M) 7.9x 8.0x 8.2x 8.3x 8.5x Illustrative Analysis at
Various Prices 4 Source: TD Cowen research. 1. Preferred equity includes accrued PIK interest at 13% as of December 31, 2025. Illustrative Analysis at Various Multiples ($ in millions) Purchase Share Price Shares
Outstanding $3.50 19.6 $4.00 19.6 $4.50 19.6 $5.00 19.6 $5.50 19.6 Implied Equity Value $68.5 $78.3 $88.0 $97.8 $107.6
Illustrative Impact of Min MOIC 5 Implied Equity
Value $68.5 $78.3 $88.0 $97.8 $107.6 (-) Cash and Cash Equivalents (19.7) (19.7) (19.7) (19.7) (19.7) (+) Debt and Preferred Equity 1 503.3 503.3 503.3 503.3 503.3 Enterprise
Value $552.1 $561.9 $571.6 $581.4 $591.2 Diluted Shares Outstanding 19.6 19.6 19.6 19.6 19.6 Implied Share Price (Pre-Min MOIC) $3.50 $4.00 $4.50 $5.00 $5.50 Implied Share Price Affected by Min MOIC
2 ($0.08) $0.42 $0.92 $1.42 $1.92 Premium (%) NM 843.4% 388.9% 251.8% 186.2% Required Offer Price to Reach Equivalent Pre-Min MOIC Implied Share Price $7.08 $7.58 $8.08 $8.58 $9.08 Implied EV / 2025E EBITDA
($63.8M) 9.7x 9.9x 10.1x 10.2x 10.4x Source: TD Cowen research. Preferred equity includes accrued PIK interest at 13% as of December 31, 2025. Assumes incremental $70M impact related to min MOIC.
Company Share Price (USD) % of 52- Week High1 F.D.
Market Capitalization Enterprise Value Revenue Growth Gross Margin EBITDA Margin EV / Revenue EV / EBITDA Net Debt / P/E 2025E 2026E 2025E 2026E 2025E 2026E 2025E 2026E 2025E 2026E LTM EBITDA 2025E Itron,
Inc. $125.48 90% $5,746 $5,806 (2%) 6% 37% 37% 15% 16% 2.4x 2.3x 16.1x 14.6x 0.1x 20.7x Alarm.com Holdings, Inc. $54.41 78% $2,722 $2,806 6% 4% 66% 66% 20% 20% 2.8x 2.7x 14.4x 13.2x 0.2x 23.3x RingCentral,
Inc. $28.75 68% $2,603 $3,941 5% 5% 77% 77% 26% 27% 1.6x 1.5x 6.0x 5.5x 1.8x 6.8x Digi International Inc. $31.85 86% $1,191 $1,215 1% 3% 62% 62% 25% 25% 2.8x 2.8x 11.3x 10.9x 0.3x 15.5x Bandwidth
Inc. $13.37 58% $403 $815 1% 13% 59% 59% 12% 13% 1.1x 1.0x 9.2x 7.3x 4.8x 8.4x 8x8,
Inc. $1.93 55% $263 $575 (1%) 1% 70% 67% 12% 13% 0.8x 0.8x 6.8x 5.9x 3.4x 6.4x Mean 2% 5% 62% 62% 18% 19% 1.9x 1.8x 10.6x 9.6x 1.8x 10.1x Median 1% 5% 64% 64% 17% 18% 2.0x 1.9x 10.3x 9.1x 1.1x 8.4x King $2.40 75%1 $47 $516 3% 5% 56% 57% 22% 23% 1.8x 1.7x 8.1x 7.4x 5.3x NM (In
$ millions, unless otherwise noted) IoT & Comms Comps Public Comparable Companies 6 Source: S&P Capital IQ as of August 8, 2025. Note: Negative multiples are deemed "not meaningful" or "NM". 1. Based on a closing share price of
$3.22 as of December 31, 2024.
Premiums Paid Analysis – US Technology Transactions 7 Source: Refinitiv Eikon as
of August 10, 2025. Based on transaction announcement date and deal values of $100M to $5.0B. Includes majority acquisition transactions of companies in high technology, media and entertainment, and telecommunications. 30-Day represents 4 weeks
prior to the announcement day. Excludes stock consideration mergers (only acquisitions) and transactions with premiums of 150% cancelled, expired, dismissed, withdrawn or liquidated/out of business. Median Premiums Paid to
One-Day and 30-Day Prior Stock Price – 2015A to YTD 2025A Market clearing “control premium” for selected publicly traded technology companies in M&A transactions with $100M to $5.0B in deal
value 34.1% 22.2% 25.9% 26.8% 29.7% 46.0% 39.5% 37.7% 31.4% 42.9% 28.2% 28.0% 28.1% 36.8% 37.0% 33.9% 41.6% 49.3% 46.2% 41.3% 52.8% 0.0% 80.0% 70.0% 60.0% 50.0% 40.0% 30.0% 20.0% 10.0% Chart Title Mean One-Day
Premium 30-Day Premium 38.3% 42.5% Median 32.0% 38.6% 25th Percentile 18.7% 25.9% 75th Percentile 48.2% 54.0% 48.0% 65 89 20 16
Common Shareholder Value Deterioration 8 Source: Company Filings. Note: Cash
and cash equivalents, Whitehorse term loan, and Fortress convertible notes balances, as well as shares outstanding, are as of Q1 2025. 1. Includes a 2% prepayment penalty and accrued PIK interest at 13% as of March 31, 2025. ($ in
millions) 19.7 (182.7) (120.0) (185.9)1 Illustrative Acquisition Scenario & Minimum MOIC Impact Shift in Value Allocation Due to Minimum MOIC ($ in millions) Value to Lenders and Preferred Equity Holders Value to Common Equity
Holders $131.0 $47.2 $469.0 $552.8 $600.0 $600.0 Today 11/15/2025 ~$85M potential reduction in shareholder value due to minimum MOIC (~$4.30 / share) Transaction Assumptions Transaction Date EV / EBITDA Multiple
EBITDA Today 10.0x $60.0 11/15/2025 10.0x $60.0 Purchase Price (Enterprise Value) $600.0 $600.0 (-) Net Debt (469.0) (552.8) Value to Shareholders (Equity Value) $131.0 $47.2 (+) Cash and Cash Equivalents (-) Whitehorse Term
Loan (-) Fortress Converts (-) Searchlight Preferred Equity 19.7 (182.7) (120.0) (269.8) Shares Outstanding 19.6 19.6 Implied Share Price $6.70 $2.41
Appendix
(+) Cash and Cash Equivalents 19.7 19.7 19.7 19.7 19.7 (-) Debt and
Preferred Equity1 (503.3) (503.3) (503.3) (503.3) (503.3) Value to Shareholders (Equity Value) $58.8 $74.8 $90.8 $106.7 $122.7 Shares Outstanding Implied Share Price Premium
to: 19.6 $3.01 19.6 $3.82 19.6 $4.64 19.6 $5.45 19.6 $6.27 Current Share Price $2.40 25.3% 59.3% 93.3% 127.3% 161.3% Last 6-Months VWAP $2.44 23.4% 56.9% 90.3% 123.8% 157.2% LTM
VWAP $2.29 31.6% 67.2% 102.9% 138.6% 174.2% 52-Week High (One Day - 12/31/24) $3.22 (6.6%) 18.7% 44.1% 69.4% 94.7% Implied Multiples: EV / 2026E Revenue ($304.3M) 1.8x 1.8x 1.9x 1.9x 2.0x EV / 2026E EBITDA
($69.9M) 7.8x 8.0x 8.2x 8.4x 8.7x Additional Analysis at Various Prices 10 Source: TD Cowen research. 1. Preferred equity includes accrued PIK interest at 13% as of December 31, 2025. Additional Analysis at Various Multiples ($ in
millions) EBITDA Acquisition Multiple 2025E EBITDA 8.50x $63.8 8.75x $63.8 9.00x $63.8 9.25x $63.8 9.50x $63.8 Purchase Price (Enterprise Value) $542.5 $558.5 $574.4 $590.4 $606.3
Potential Buyers: Select Strategics 11 First Calls Other
Strategics Rationale IoT / Connectivity Complement existing IoT connectivity platforms, expanding geographic reach Strengthen subscription-based IoT revenue models Carriers Enhance enterprise IoT connectivity for private networks and
LPWAN Create new revenue streams in industrial, healthcare, and smart city applications Strengthen carrier B2B connectivity offerings Big Tech Immediate entry into enterprise IoT connectivity Integrate real-time IoT insights into broader
cloud and AI ecosystems Access to King's international connectivity platform and client base Semiconductor IoT Companies Combine IoT chipsets with managed connectivity solutions Enable end-to-end, secure IoT deployments for OEMs and
enterprises Expand current TAM into IoT (natural adjacent market) Industrial Tech Strengthen scalable IoT solutions for industrial equipment Enhance IoT connectivity for industrial automation and smart infrastructure
Potential Buyers: Select Sponsors 12 Select Sponsor Buyer Universe
Disclaimer These materials were prepared exclusively for the benefit and internal
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### EX-99.(C)(XIV) - EXHIBIT (C)(XIV)
EX-99.(C)(XIV)
14
ny20068726x2_excxiv.htm
EXHIBIT (C)(XIV)
Exhibit (c)(xiv)
Project King Discussion Materials September 2025 Exhibit (c)(xiv)
New Sponsor Equity $49.1 7.9% Purchase of Equity $35.1 5.6% Rollover
Equity 44.5 7.1% Rollover Equity 44.5 7.1% New Debt 300.0 48.2% Repay Term Loan 181.3 29.1% Rollover Preferred Equity (1) 199.6 32.1% Repay Convertible Notes 120.0 19.3% Cash on Balance Sheet 29.6 4.8% Rollover Preferred
Equity (1) 199.6 32.1% Fees & Expenses 12.6 2.0% Cash to Balance Sheet 29.6 4.8% Total Sources $622.7 100.0% Total Uses $622.7 100.0% 2025E Senior Net Leverage(2) 4.3x Sources & Uses $ % of Total $ % of Total
Sources Uses Proposed Transaction Overview 2 Note: Balance sheet cash, term loan, convertible notes, and preferred equity reflect 2025E year-end balances. Includes the $150M strategic investment from Searchlight from November 15, 2023,
KORE’s $2.9M purchase of 5M shares from Twilio from December 13, 2023, and the total amount of the accrued interest due to Searchlight as of December 31, 2025. Assumes $62.7M of 2025E adjusted EBITDA per management forecast. Key
Assumptions Assumes a $4.00/share take-private (~72% premium to current share price and ~77% premium to LTM VWAP) Searchlight, Abry, Terence Jarman, Richard Burston, and Koch equity rollover (55.9% of shares); remaining 44.1% bought out with
new equity Assumes rollover of Searchlight preferred ($199.6M) Whitehorse term loan ($181.3M) and Fortress converts ($120.0M) taken out at par $300M of new debt at SOFR+650 bps; total funded leverage of 4.8x with $29.6M cash balance at
close Implied EV / Adj. EBITDA entry multiple of 8.8x (based on $62.7M of 2025E EBITDA); implied enterprise value of $550.9M
Pro Forma Ownership 3 Pro Forma Ownership Shares
Outstanding Ownership Take-Private(1) Pro-Forma Ownership Abry 4.9 24.4% 4.9 24.4% Searchlight 2.4 12.1% 2.4 12.1% TDJ Company (Terence Jarman) 1.0 5.0% 1.0 5.0% Dotmar Investments (Richard
Burston) 0.9 4.3% 0.9 4.3% Koch 2.0 10.1% 2.0 10.1% Cerberus 1.4 7.0% — — Twilio 1.0 5.0% — — Goldman Sachs Asset Management 0.8 4.3% — — Other Investors / RSUs 5.5 27.8% — — New Equity 8.8 44.1% Total
Shares 19.9 100.0% 19.9 100.0% Source: Bloomberg. Note: Total shares excludes RSUs. 1. Assumed 11.1M shares roll.
Updated Management Forecast (Received 9/4) 4 Management Forecast TD Cowen Adj.
EBITDA reflects moderated growth assumptions applied to 2027 – 2029, relative to management's forecast Total IoT Connectivity $212 $218 $236 $260 $285 $313 10% Total IoT Solutions 50 59 59 58 59 60 1% Non-core
25 14 1 - - - n.m. Revenue $286 $290 $295 $318 $344 $373 7% % growth 1% 2% 8% 8% 8% IoT Connectivity gross profit $124 $130 $142 $158 $173 $190 10% IoT Solutions gross profit $12 $16 $16 $16 $16 $16 0% Non-core
gross profit $18 $10 $1 – – – n.m. Gross profit $154 $155 $159 $173 $189 $206 7% % margin 54% 54% 54% 54% 55% 55% OpEx before capitalization of R&D $111 $101 $104 $107 $111 $115 Less: Capitalization of
R&D (10) (7) (8) (7) (8) (8) OpEx Other income $101 - $93 $1 $96 $1 $100 $1 $103 $1 $107 $1 3% Management Adj. EBITDA % margin $53 19% $63 22% $64 22% $74 23% $87 25% $100 27% 12% TD Cowen Adj. EBITDA
(Downside Case) $53 $63 $64 $69 $74 $79 6% % margin 19% 22% 22% 22% 21% 21% '25-'29 CAGR All figures shown in US$m unless stated otherwise 2024A 2025E 2026E 2027E 2028E 2029E Source: Management estimates.
Returns Summary 5 Illustrative Returns - $4.00/share, 10.0x Exit Multiple Entry
Snapshot Offer Price per Share $4.00 Total Equity Invested (Rolled + New Sponsor Equity) $93.5 Exit Build (Management Forecast) Exit Build (TD Cowen Adjusted Forecast) 2029E EBITDA (Mgmt) $100.3 2029E EBITDA (TDC) $79.5 Exit
Multiple 10.0x Exit Multiple 10.0x Enterprise Value at Exit $1,002.9 Enterprise Value at Exit $794.5 Less: Debt / Preferred at Exit ($613.5) Less: Debt / Preferred at Exit ($613.5) Add: Cumulative Free Cash Flow
Generated $155.2 Add: Cumulative Free Cash Flow Generated $106.2 Equity Value at Exit $544.6 Equity Value at Exit $287.2 Sponsor Net Proceeds $451.1 Sponsor Net Proceeds $193.7 IRR 55.3% IRR 32.3% MOIC 5.8x MOIC 3.1x
MOIC / IRR by Acquisition Share Price and Exit Multiple Exit Multiple (2029E
EBITDA of $79.5M - TD Cowen Adj. Forecast) Implied Entry Multiple (1) Acq. Share Price 9.0x 10.0x 11.0x 12.0x 13.0x 8.5x $3.00 2.8x / 29.7% 3.9x / 40.7% 5.0x / 49.5% 6.1x / 57.0% 7.2x / 63.6% 8.8x $4.00 2.2x /
22.1% 3.1x / 32.3% 3.9x / 40.7% 4.8x / 47.7% 5.6x / 53.9% 9.1x $5.00 1.8x / 16.2% 2.5x / 26.0% 3.2x / 34.0% 3.9x / 40.7% 4.6x / 46.6% 9.4x $6.00 1.6x / 11.6% 2.1x / 21.0% 2.7x / 28.6% 3.3x / 35.0% 3.9x /
40.7% MOIC / IRR by Acquisition Share Price and Exit Multiple Exit Multiple (2029E EBITDA of $100.3M - Management Forecast) Implied Entry Multiple (1) Acq. Share Price 9.0x 10.0x 11.0x 12.0x 13.0x 8.5x $3.00 6.1x / 56.9% 7.4x /
65.1% 8.8x / 72.2% 10.2x / 78.5% 11.5x / 84.2% 8.8x $4.00 4.8x / 47.6% 5.8x / 55.3% 6.9x / 62.0% 8.0x / 67.9% 9.0x / 73.3% 9.1x $5.00 3.9x / 40.5% 4.8x / 47.9% 5.7x / 54.3% 6.5x / 59.9% 7.4x / 65.0% 9.4x $6.00 3.3x /
34.9% 4.1x / 41.9% 4.8x / 48.1% 5.6x / 53.5% 6.3x / 58.4% Entry / Exit Sensitivity (Management vs. TD Cowen Adjusted) 6 Management Case TD Cowen Adjusted Case 1. Assumes $62.7M of 2025E adjusted EBITDA per management forecast.
Illustrative Analysis at Various Prices 7 Illustrative Analysis at Various
Multiples ($ in millions) Source: S&P Capital IQ as of September 8, 2025. Reflects management estimates. Note: Balance sheet cash, term loan, convertible notes, and preferred equity reflect 2025E year-end balances. 1. Total shares
includes 2.4M shares related to Searchlight warrants and excludes RSUs. Share Price Shares Outstanding (1) $3.00 19.9 $3.50 19.9 $4.00 19.9 $4.50 19.9 $5.00 19.9 Implied Equity Value $59.7 $69.6 $79.6 $89.5 $99.5 (-) Cash and
Cash Equivalents (29.6) (29.6) (29.6) (29.6) (29.6) (+) Debt and Preferred Equity 500.9 500.9 500.9 500.9 500.9 Enterprise Value $531.0 $541.0 $550.9 $560.9 $570.8 Premium to: Current Share
Price $2.32 29.3% 50.9% 72.4% 94.0% 115.5% Last 6-Months VWAP $2.41 24.4% 45.1% 65.9% 86.6% 107.3% LTM VWAP $2.26 32.8% 54.9% 77.1% 99.2% 121.4% 52-Week High (One Day -
12/31/24) $3.22 (6.8%) 8.7% 24.2% 39.8% 55.3% Implied Multiples: EV / 2025E Revenue ($290.0M) 1.8x 1.9x 1.9x 1.9x 2.0x EV / 2025E EBITDA ($62.7M) 8.5x 8.6x 8.8x 9.0x 9.1x EV / 2026E Revenue
($295.5M) 1.8x 1.8x 1.9x 1.9x 1.9x EV / 2026E EBITDA ($64.0M) 8.3x 8.5x 8.6x 8.8x 8.9x
Levered FCF Walk – Management Case 8 Note: Balance sheet cash, term loan,
convertible notes, and preferred equity reflect 2025E year-end balances. Current share price as of September 8, 2025. Reflects management forecast and guidance, subject to further diligence. Capex includes labor and PP&E expenditures. TD
Cowen estimate, subject to further diligence. Total shares includes 2.4M shares related to Searchlight warrants and excludes RSUs. Includes the $150M strategic investment from Searchlight from November 15, 2023, KORE’s $2.9M purchase of 5M
shares from Twilio from December 13, 2023, and the total amount of the accrued interest due to Searchlight as of December 31, 2025. Implied Metrics EV / 2025E Revenue EV / 2026E Revenue EV / 2025E Adj. EBITDA EV / 2026E Adj.
EBITDA $290.0 $295.5 $62.7 $64.0 1.9x 1.9x 8.8x 8.6x Sources & Uses Sources x EBITDA New Sponsor Equity $49.1 8% Rollover Equity 44.5 7% New Debt 300.0 4.8x 48% Rollover Preferred Equity 199.6 32% Cash on Balance
Sheet 29.6 5% Total $622.7 100% 181.3 120.0 199.6 12.6 29.6 29% 19% 32% 2% 5% Total $622.7 100% Offer Structure Purchase Price Offer Price $4.00 Current Share Price $2.32 Premium to Current Share Price 72% Total
Shares(3) 19.898 Implied Equity Value $79.6 Less: Cash ($29.6) Add: Debt $301.3 Uses Add: Preferred (4) $199.6 Purchase of Equity $35.1 6% Implied Enterprise Value $550.9 Rollover Equity 44.5 7% Repay Term Loan Repay
Convertible Notes Rollover Preferred Equity(4) Fees & Expenses Cash to Balance Sheet Projected Levered Free Cash Flows $ in millions Historical Management
Forecast 2024A 2025E 2026E 2027E 2028E 2029E Revenue $286.1 $290.0 $295.5 $318.1 $344.3 $373.2 Adj. EBITDA $53.1 $62.7 $64.0 $74.4 $86.9 $100.3 Add: Eliminated Public Company Costs (1) 2.6 2.6 2.6 2.6 Less:
Integration-related Costs (1) (2.0) (2.0) - - Less: Cash Interest Expense, Net (28.5) (26.6) (25.8) (24.6) Less: Levered Cash Taxes - - - - Less: Capex (1) (10.2) (9.4) (9.8) (10.2) Less: (Increase) / Decrease in NWC
(2) (5.0) (5.0) (5.0) (5.0) Available Cash Flow $20.8 $34.0 $48.9 $63.0 Less: Mandatory Amortization (3.0) (3.0) (3.0) (3.0) Available Cash Flow After Mandatory Amortization $17.8 $31.0 $45.9 $60.0 Less: Excess Cash Flow
Sweep - - - - Levered Free Cash Flow, Post FCF Sweep $17.8 $31.0 $45.9 $60.0 Total Debt Outstanding $297.0 $294.0 $291.0 $288.0 Cumulative Debt Paydown 1.0% 2.0% 3.0% 4.0% Net Debt / EBITDA 3.9x 2.9x 1.9x 1.0x
Implied Metrics EV / 2025E Revenue EV / 2026E Revenue EV / 2025E Adj. EBITDA EV
/ 2026E Adj. EBITDA $290.0 $295.5 $62.7 $64.0 1.9x 1.9x 8.8x 8.6x Levered FCF Walk – TD Cowen Adjusted Case 9 Note: Balance sheet cash, term loan, convertible notes, and preferred equity reflect 2025E year-end balances. Current share
price as of September 8, 2025. Reflects management forecast and guidance, subject to further diligence. Capex includes labor and PP&E expenditures. TD Cowen estimate, subject to further diligence. Total shares includes 2.4M shares
related to Searchlight warrants and excludes RSUs. Includes the $150M strategic investment from Searchlight from November 15, 2023, KORE’s $2.9M purchase of 5M shares from Twilio from December 13, 2023, and the total amount of the accrued
interest due to Searchlight as of December 31, 2025. Sources & Uses Sources x EBITDA New Sponsor Equity $49.1 8% Rollover Equity 44.5 7% New Debt 300.0 4.8x 48% Rollover Preferred Equity 199.6 32% Cash on Balance
Sheet 29.6 5% Total $622.7 100% 181.3 120.0 199.6 12.6 29.6 29% 19% 32% 2% 5% Total $622.7 100% Offer Structure Purchase Price Offer Price $4.00 Current Share Price $2.32 Premium to Current Share Price 72% Total
Shares(3) 19.898 Implied Equity Value $79.6 Less: Cash ($29.6) Add: Debt $301.3 Uses Add: Preferred (4) $199.6 Purchase of Equity $35.1 6% Implied Enterprise Value $550.9 Rollover Equity 44.5 7% Repay Term Loan Repay
Convertible Notes Rollover Preferred Equity(4) Fees & Expenses Cash to Balance Sheet Projected Levered Free Cash Flows $ in millions Historical TD Cowen Adjusted
Forecast 2024A 2025E 2026E 2027E 2028E 2029E Revenue $286.1 $290.0 $295.5 $318.1 $344.3 $373.2 Adj. EBITDA $53.1 $62.7 $64.0 $68.8 $73.9 $79.5 Add: Eliminated Public Company Costs (1) 2.6 2.6 2.6 2.6 Less:
Integration-related Costs (2) (6.0) (4.0) (2.0) - Less: Cash Interest Expense, Net (28.5) (26.7) (26.1) (25.5) Less: Levered Cash Taxes - - - - Less: Capex (1) (10.2) (9.4) (9.8) (10.2) Less: (Increase) / Decrease in NWC
(2) (5.0) (5.0) (5.0) (5.0) Available Cash Flow $16.8 $26.2 $33.5 $41.3 Less: Mandatory Amortization (3.0) (3.0) (3.0) (3.0) Available Cash Flow After Mandatory Amortization $13.8 $23.2 $30.5 $38.3 Less: Excess Cash Flow
Sweep - - - - Levered Free Cash Flow, Post FCF Sweep $13.8 $23.2 $30.5 $38.3 Total Debt Outstanding $297.0 $294.0 $291.0 $288.0 Cumulative Debt Paydown 1.0% 2.0% 3.0% 4.0% Net Debt / EBITDA 4.0x 3.3x 2.6x 1.9x
Appendix
Public Company Costs Breakdown 11 Public Company Costs Vendor Expense
Type Estimated Annual Savings BDO Annual Public Company Audit $400,000 BDO Quarterly Reviews $151,800 E&Y Quarterly tax provisions $100,000 Source: Management estimates. Represents the approximate amount in 2025. Currently at
$310K. Assumes some nominal for private board and travel. Excludes D&O run-off. UHY Outsourced internal audit $175,000 Various Other finance services $100,000 Troutman Public Company Legal Costs $300,000 NYSE Stock Exchange
Fees $82,000 Board Comp - (2) $260,000 $600,000 (3) Willis Towers D&O Insurance Other savings, including headcount - $400,000 Total $2,568,800 (1)
Historical EBITDA Adjustments ($ in millions) 2022A 2023A 2024A Net
Loss ($106) ($167) ($146) Income tax benefit ($10) ($4) ($6) Interest expense, net 31 43 51 Depreciation and amortization 54 58 56 EBITDA ($31) ($70) ($45) Goodwill impairment loss $58 $78 $66 Loss on debt
extinguishment - 3 - Change in fair value of warrant liability (0) 6 (4) Transformation expenses 8 7 - Acquisition costs 1 2 - Integration-related restructuring costs 15 17 19 Stock-based compensation 10 11 8 Foreigh
currency (gain) loss 0 (0) 5 Other (1) 1 2 3 Adjusted EBITDA $63 $56 $53 12 1. Comprised of adjustments for certain indirect or non-income-based taxes.
Company Share Price (USD) % of 52- Week High F.D.
Market Capitalization Enterprise Value Revenue Growth Gross Margin EBITDA Margin EV / Revenue EV / EBITDA Net Debt / P/E 2025E 2026E 2025E 2026E 2025E 2026E 2025E 2026E 2025E 2026E LTM EBITDA 2025E Itron,
Inc. $120.12 86% $5,500 $5,561 (2%) 6% 37% 37% 15% 16% 2.3x 2.2x 15.4x 14.0x 0.1x 19.8x Alarm.com Holdings, Inc. $56.98 81% $2,852 $2,934 6% 4% 66% 67% 20% 21% 3.0x 2.8x 15.0x 13.8x 0.2x 24.1x RingCentral,
Inc. $32.44 77% $2,937 $4,275 5% 5% 77% 77% 26% 27% 1.7x 1.6x 6.5x 6.0x 1.8x 7.6x Digi International Inc. $34.60 93% $1,295 $1,317 3% 6% 63% 63% 25% 27% 3.0x 2.8x 12.1x 10.7x 0.3x 16.7x Bandwidth
Inc. $15.70 68% $473 $885 1% 14% 59% 59% 12% 13% 1.2x 1.0x 10.0x 7.9x 4.8x 9.8x 8x8,
Inc. $2.09 59% $285 $597 (1%) 1% 70% 67% 12% 13% 0.8x 0.8x 7.1x 6.2x 3.4x 6.9x Mean 2% 6% 62% 62% 18% 19% 2.0x 1.9x 11.0x 9.8x 1.8x 11.2x Median 2% 5% 65% 65% 17% 18% 2.0x 1.9x 11.0x 9.3x 1.1x 9.8x King $2.32 $46 $519 1% 2% 54% 54% 22% 22% 1.8x 1.8x 8.3x 8.1x 4.7x NM (In
$ millions, unless otherwise noted) IoT & Comms Comps 1 72% Public Comparable Companies 13 Source: S&P Capital IQ as of September 8, 2025. King financials reflect management estimates. Note: Negative multiples are deemed "not
meaningful" or "NM". 1. Based on a closing share price of $3.22 as of December 31, 2024.
Premiums Paid Analysis – US Technology Transactions 14 Source: Refinitiv Eikon
as of August 2025. Based on transaction announcement date and deal values of $100M to $5.0B. Includes majority acquisition transactions of companies in high technology, media and entertainment, and telecommunications. 30-Day represents 4 weeks
prior to the announcement day. Excludes stock consideration mergers (only acquisitions) and transactions with premiums of 150% cancelled, expired, dismissed, withdrawn or liquidated/out of business. Median Premiums Paid to
One-Day and 30-Day Prior Stock Price – 2015A to YTD 2025A Market clearing “control premium” for selected publicly traded technology companies in M&A transactions with $100M to $5.0B in deal
value 34.1% 22.2% 25.9% 26.8% 29.7% 46.0% 39.5% 37.7% 31.4% 42.9% 28.2% 28.0% 28.1% 36.8% 37.0% 33.9% 41.6% 49.3% 46.2% 41.3% 52.8% 0.0% 80.0% 70.0% 60.0% 50.0% 40.0% 30.0% 20.0% 10.0% Chart Title Mean One-Day
Premium 30-Day Premium 38.3% 42.5% Median 32.0% 38.6% 25th Percentile 18.7% 25.9% 75th Percentile 48.2% 54.0% 48.0% 65 89 20 16
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### EX-99.(C)(XV) - EXHIBIT (C)(XV)
EX-99.(C)(XV)
15
ny20068726x2_excxv.htm
EXHIBIT (C)(XV)
Exhibit (c)(xv)
Project King Discussion Materials September 2025 Exhibit (c)(v)
Abry Take-Private Returns Summary – Management Case Illustrative Returns -
$4.00/share, 12.0x Exit Multiple Abry Pro Forma Ownership Exit Build (Management Forecast) Abry Existing Ownership Shares (M) 4.851 Ownership (%) 24.4% 2029E EBITDA (Mgmt) Exit Multiple $100.3 12.0x Abry New Equity Ownership
(1) 4.390 22.1% Enterprise Value at Exit $1,203.5 Total Pro Forma Abry Ownership 9.241 46.4% Less: Debt / Preferred at Exit ($613.5) Returns Summary 3 1 2 3 Offer Price per Share for New Equity $4.00 Abry New Equity
Purchased $17.6 Equity Value at Exit $743.0 Abry Investment Since Inception (Excl. New Equity) $161.1 Abry Equity Value at Exit (Existing Ownership) $181.1 Total Abry Investment $178.6 Abry Equity Value at Exit (New
Equity) $163.9 Add: Cumulative Free Cash Flow Generated $152.9 Discount Dates 9/12/14 12/4/14 4/11/16 5/10/18 6/5/18 12/21/18 12/31/25 12/31/29 Abry Historical Equity Invested ($116.8) ($16.6) ($2.3) ($9.9) ($0.6) ($15.0) - Abry New Equity
- - - - - - ($17.6) $181.1 $163.9 Total Equity Returns ($116.8) ($16.6) ($2.3) ($9.9) ($0.6) ($15.0) ($17.6) $345.0 1 Existing Position Gross Proceeds IRR MOIC $181.1 0.8% 1.1x 2 New Equity Invested Gross Proceeds IRR MOIC $163.9
74.7% 9.3x Cumulative Gross Proceeds IRR MOIC $345.0 4.9% 1.9x Note: All figures in $M, unless otherwise stated. 2 1. Assumes Abry acquires 50% of the non-rolling shares.
Abry Take-Private Returns Summary – Downside Case (TD Adjusted
Model) Illustrative Returns - $4.00/share, 10.0x Exit Multiple Abry Pro Forma Ownership Exit Build (Downside Case - TD Adjusted Model) Abry Existing Ownership Shares (M) 4.851 Ownership (%) 24.4% 2029E EBITDA (TDC) Exit
Multiple $79.5 10.0x Abry New Equity Ownership (1) 4.390 22.1% Enterprise Value at Exit $794.5 Total Pro Forma Abry Ownership 9.241 46.4% Less: Debt / Preferred at Exit ($613.5) Returns Summary 3 1 2 3 Offer Price per Share for
New Equity $4.00 Abry New Equity Purchased $17.6 Equity Value at Exit $285.2 Abry Investment Since Inception (Excl. New Equity) $161.1 Abry Equity Value at Exit (Existing Ownership) $69.5 Total Abry Investment $178.6 Abry Equity
Value at Exit (New Equity) $62.9 Add: Cumulative Free Cash Flow Generated $104.2 Discount Dates 9/12/14 12/4/14 4/11/16 5/10/18 6/5/18 12/21/18 12/31/25 12/31/29 Abry Historical Equity Invested ($116.8) ($16.6) ($2.3) ($9.9) ($0.6) ($15.0)
- Abry New Equity - - - - - - ($17.6) $69.5 $62.9 Total Equity Returns ($116.8) ($16.6) ($2.3) ($9.9) ($0.6) ($15.0) ($17.6) $132.4 1 Existing Position Gross Proceeds IRR MOIC $69.5 (5.6%) 0.4x 2 New Equity Invested Gross Proceeds
IRR MOIC $62.9 37.6% 3.6x Cumulative Gross Proceeds IRR MOIC $132.4 (2.2%) 0.7x Note: All figures in $M, unless otherwise stated. 2 1. Assumes Abry acquires 50% of the non-rolling shares.
MOIC / IRR by Acquisition Share Price and Exit Multiple Exit Multiple (2029E
EBITDA of $79.5M - TD Adj. Forecast) Implied Entry Multiple (1) Acq. Share Price 9.0x 11.0x 12.0x 13.0x 15.0x 8.5x $3.00 0.5x / -4.3% 1.0x / -0.2% 1.2x / 1.2% 1.4x / 2.4% 1.8x / 4.4% 8.8x $4.00 0.5x / -4.6% 0.9x /
-0.4% 1.2x / 1.1% 1.4x / 2.3% 1.8x / 4.2% 9.1x $5.00 0.5x / -4.9% 0.9x / -0.6% 1.1x / 0.9% 1.3x / 2.1% 1.7x / 4.1% 9.4x $6.00 0.5x / -5.2% 0.9x / -0.8% 1.1x / 0.7% 1.3x / 2.0% 1.7x / 4.0% 1. Assumes $62.7M of
2025E adjusted EBITDA per management forecast. 4 MOIC / IRR by Acquisition Share Price and Exit Multiple Exit Multiple (2029E EBITDA of $100.3M - Management Forecast) Implied Entry Multiple (1) Acq. Share Price 9.0x 11.0x 12.0x 13.0x
15.0x 8.5x $3.00 1.2x / 1.2% 1.7x / 3.9% 2.0x / 5.0% 2.2x / 5.9% 2.8x / 7.5% 8.8x $4.00 1.1x / 1.0% 1.7x / 3.8% 1.9x / 4.9% 2.2x / 5.8% 2.7x / 7.4% 9.1x $5.00 1.1x / 0.9% 1.6x / 3.7% 1.9x / 4.8% 2.1x /
5.7% 2.6x / 7.3% 9.4x $6.00 1.1x / 0.7% 1.6x / 3.5% 1.8x / 4.6% 2.1x / 5.6% 2.6x / 7.2% Entry / Exit Sensitivity (Management Case vs. Downside Case) Abry Management Case (Cumulative) Abry Downside Case – TD Adjusted Model
(Cumulative)
Appendix
Abry Investment Since Inception Date ABRY Partners VII, L.P. ABRY Partners
VII Co-Investment Fund, L.P. Fund Family Total ABRY Investment Partnership, L.P. Total Abry Investment September 12, 2014 ($110.3) ($6.4) ($116.6) ($0.2) ($116.8) December 4, 2014 ($15.7) ($0.9) ($16.6) - ($16.6) April 11,
2016 ($2.1) ($0.1) ($2.3) - ($2.3) May 10, 2018 ($9.9) - ($9.9) - ($9.9) June 5, 2018 - ($0.6) ($0.6) ($0.0) ($0.6) December 21, 2018 ($14.2) ($0.8) ($15.0) - ($15.0) Total
Investment ($152.1) ($8.8) ($160.9) ($0.2) ($161.1) 6
Implied Metrics EV / 2025E Revenue EV / 2026E Revenue EV / 2025E Adj. EBITDA EV
/ 2026E Adj. EBITDA Offer Structure Purchase Price Offer Price $4.00 Current Share Price $2.32 Premium to Current Share Price 72% Total Shares(3) 19.898 Implied Equity Value $79.6 Less: Cash ($29.6) Add: Debt $301.3 Uses
Add: Preferred (4) $199.6 Purchase of Equity $35.1 6% Implied Enterprise Value $550.9 Rollover Equity 44.5 7% $290.0 $295.5 $62.7 $64.0 1.9x 1.9x 8.8x 8.6x Levered FCF Walk – Management Case Repay Term Loan Repay
Convertible Notes Rollover Preferred Equity(4) Fees & Expenses Cash to Balance Sheet Projected Levered Free Cash Flows $ in millions Historical Management
Forecast 2024A 2025E 2026E 2027E 2028E 2029E Revenue $286.1 $290.0 $295.5 $318.1 $344.3 $373.2 Adj. EBITDA $53.1 $62.7 $64.0 $74.4 $86.9 $100.3 Add: Eliminated Public Company Costs (1) 2.6 2.6 2.6 2.6 Less:
Integration-related Costs (1) (2.0) (2.0) - - Less: Cash Interest Expense, Net (28.9) (27.0) (26.2) (25.1) Less: Levered Cash Taxes - - - - Less: Capex (1) (10.2) (9.4) (9.8) (10.2) Less: (Increase) / Decrease in NWC
(2) (5.0) (5.0) (5.0) (5.0) Available Cash Flow $20.4 $33.6 $48.4 $62.5 Less: Mandatory Amortization (3.0) (3.0) (3.0) (3.0) Available Cash Flow After Mandatory Amortization $17.4 $30.6 $45.4 $59.5 Less: Excess Cash Flow
Sweep - - - - Levered Free Cash Flow, Post FCF Sweep $17.4 $30.6 $45.4 $59.5 Total Debt Outstanding $297.0 $294.0 $291.0 $288.0 Cumulative Debt Paydown 1.0% 2.0% 3.0% 4.0% Net Debt / EBITDA 4.1x 3.1x 2.1x 1.2x Sources
& Uses Sources x EBITDA New Sponsor Equity $35.1 6% Rollover Equity 44.5 7% New Debt 300.0 4.8x 49% Rollover Preferred Equity(4) 199.6 33% Cash on Balance
Sheet 29.6 5% Total $608.8 100% 181.3 120.0 199.6 12.6 15.7 30% 20% 33% 2% 3% Total $608.8 100% Note: Balance sheet cash, term loan, convertible notes, and preferred equity reflect 2025E year-end balances. Current share price
as of September 8, 2025. 7 1. 2. 3. 4. Reflects management forecast and guidance, subject to further diligence. Capex includes labor and PP&E expenditures. TD Cowen estimate, subject to further diligence. Total shares includes 2.4M
shares related to Searchlight warrants and excludes RSUs. Includes the $150M strategic investment from Searchlight from November 15, 2023, KORE’s $2.9M purchase of 5M shares from Twilio from December 13, 2023, and the total amount of the
accrued interest due to Searchlight as of December 31, 2025.
Projected Levered Free Cash Flows $ in millions Historical TD Adjusted
Forecast 2024A 2025E 2026E 2027E 2028E 2029E Revenue $286.1 $290.0 $295.5 $318.1 $344.3 $373.2 Adj. EBITDA $53.1 $62.7 $64.0 $68.8 $73.9 $79.5 Add: Eliminated Public Company Costs (1) 2.6 2.6 2.6 2.6 Less:
Integration-related Costs (2) (6.0) (4.0) (2.0) - Less: Cash Interest Expense, Net (28.9) (27.1) (26.6) (25.9) Less: Levered Cash Taxes - - - - Less: Capex (1) (10.2) (9.4) (9.8) (10.2) Less: (Increase) / Decrease in NWC
(2) (5.0) (5.0) (5.0) (5.0) Available Cash Flow $16.4 $25.8 $33.1 $40.9 Less: Mandatory Amortization (3.0) (3.0) (3.0) (3.0) Available Cash Flow After Mandatory Amortization $13.4 $22.8 $30.1 $37.9 Less: Excess Cash Flow
Sweep - - - - Levered Free Cash Flow, Post FCF Sweep $13.4 $22.8 $30.1 $37.9 Total Debt Outstanding $297.0 $294.0 $291.0 $288.0 Cumulative Debt Paydown 1.0% 2.0% 3.0% 4.0% Net Debt / EBITDA 4.2x 3.5x 2.8x 2.1x Implied
Metrics EV / 2025E Revenue EV / 2026E Revenue EV / 2025E Adj. EBITDA EV / 2026E Adj. EBITDA Offer Structure Purchase Price Offer Price $4.00 Current Share Price $2.32 Premium to Current Share Price 72% Total
Shares(3) 19.898 Implied Equity Value $79.6 Less: Cash ($29.6) Add: Debt $301.3 Uses Add: Preferred (4) $199.6 Purchase of Equity $35.1 6% Implied Enterprise Value $550.9 Rollover
Equity 44.5 7% $290.0 $295.5 $62.7 $64.0 1.9x 1.9x 8.8x 8.6x Levered FCF Walk – Downside Case (TD Adjusted Model) Repay Term Loan Repay Convertible Notes Rollover Preferred Equity(4) Fees & Expenses Cash to Balance
Sheet Sources & Uses Sources x EBITDA New Sponsor Equity $35.1 6% Rollover Equity 44.5 7% New Debt 300.0 4.8x 49% Rollover Preferred Equity(4) 199.6 33% Cash on Balance
Sheet 29.6 5% Total $608.8 100% 181.3 120.0 199.6 12.6 15.7 30% 20% 33% 2% 3% Total $608.8 100% Note: Balance sheet cash, term loan, convertible notes, and preferred equity reflect 2025E year-end balances. Current share price
as of September 8, 2025. 7 1. 2. 3. 4. Reflects management forecast and guidance, subject to further diligence. Capex includes labor and PP&E expenditures. TD Cowen estimate, subject to further diligence. Total shares includes 2.4M
shares related to Searchlight warrants and excludes RSUs. Includes the $150M strategic investment from Searchlight from November 15, 2023, KORE’s $2.9M purchase of 5M shares from Twilio from December 13, 2023, and the total amount of the
accrued interest due to Searchlight as of December 31, 2025.
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are regulated by the Monetary Authority of Singapore. All logos are property of their respective owners and are for identification purposes only. Use of these names, logos, and brands does not imply endorsement. Copyright © 2025 The
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### EX-99.(C)(XVI) - EXHIBIT (C)(XVI)
EX-99.(C)(XVI)
16
ny20068726x2_excxvi.htm
EXHIBIT (C)(XVI)
Exhibit (c)(xvi)
Project Kona Discussion Materials September 2025 Exhibit (c)(xvi)
Abry Take-Private Returns Summary – Management Case 2 Illustrative Returns -
$4.00/share, 12.0x Exit Multiple Abry Pro Forma Ownership Exit Build (Management Forecast) Abry Existing Ownership (Excl. ASE) Shares (M) 4.553 Ownership (%) 22.9% 2029E EBITDA (Mgmt) Exit Multiple $100.3 12.0x Abry Existing
Ownership (ASE Shares) 0.298 1.5% Enterprise Value at Exit $1,203.5 Abry New Equity Ownership (1) 4.390 22.1% Less: Debt / Preferred at Exit ($613.5) Total Pro Forma Abry Ownership 9.241 46.4% Add: Cumulative Free Cash Flow
Generated $152.9 Returns Summary Note: All figures in $M, unless otherwise stated. 1. Assumes Abry acquires 50% of the non-rolling shares. 1 Existing Position Excl. ASE Gross Proceeds IRR MOIC 2 Discount
Dates 9/12/14 12/4/14 4/11/16 5/10/18 6/5/18 12/21/18 12/31/25 12/31/29 Abry Historical Equity (Excl. ASE) ($116.8) ($16.6) ($2.3) ($9.9) ($0.6) ($15.0) - $170.0 1 Abry New Equity - - - - - - ($17.6) $163.9 2 Total
Equity Returns ($116.8) ($16.6) ($2.3) ($9.9) ($0.6) ($15.0) ($17.6) $333.9 3 Offer Price per Share for New Equity $4.00 Equity Value at Exit $743.0 Abry New Equity Purchased $17.6 Abry Equity Value at Exit (Existing Ownership
Excl. ASE) $170.0 Abry Investment Since Inception (Excl. New Equity & ASE) $161.1 Abry Equity Value at Exit (Existing Ownership ASE Shares) $11.1 Total Abry Investment Excl. ASE $178.6 Abry Equity Value at Exit (New
Equity) $163.9 $170.0 0.4% 1.1x New Equity Invested Gross Proceeds IRR MOIC $163.9 74.7% 9.3x 3 Cumulative Gross Proceeds IRR MOIC $333.9 4.6% 1.9x
Abry Take-Private Returns Summary – Downside Case (TD Adjusted
Model) 3 Illustrative Returns - $4.00/share, 10.0x Exit Multiple Abry Pro Forma Ownership Exit Build (Downside Case - TD Adjusted Model) Abry Existing Ownership (Excl. ASE) Shares (M) 4.553 Ownership (%) 22.9% 2029E EBITDA (TDC) Exit
Multiple $79.5 10.0x Abry Existing Ownership (ASE Shares) 0.298 1.5% Enterprise Value at Exit $794.5 Abry New Equity Ownership (1) 4.390 22.1% Less: Debt / Preferred at Exit ($613.5) Total Pro Forma Abry
Ownership 9.241 46.4% Add: Cumulative Free Cash Flow Generated $104.2 Returns Summary Note: All figures in $M, unless otherwise stated. 1. Assumes Abry acquires 50% of the non-rolling shares. 1 Existing Position Excl. ASE Gross Proceeds
IRR MOIC 2 Discount Dates 9/12/14 12/4/14 4/11/16 5/10/18 6/5/18 12/21/18 12/31/25 12/31/29 Abry Historical Equity (Excl. ASE) ($116.8) ($16.6) ($2.3) ($9.9) ($0.6) ($15.0) - $65.3 1 Abry New
Equity - - - - - - ($17.6) $62.9 2 Total Equity Returns ($116.8) ($16.6) ($2.3) ($9.9) ($0.6) ($15.0) ($17.6) $128.2 3 Offer Price per Share for New Equity $4.00 Equity Value at Exit $285.2 Abry New Equity
Purchased $17.6 Abry Equity Value at Exit (Existing Ownership Excl. ASE) $65.3 Abry Investment Since Inception (Excl. New Equity & ASE) $161.1 Abry Equity Value at Exit (Existing Ownership ASE Shares) $4.3 Total Abry Investment
Excl. ASE $178.6 Abry Equity Value at Exit (New Equity) $62.9 $65.3 (6.0%) 0.4x New Equity Invested Gross Proceeds IRR MOIC $62.9 37.6% 3.6x 3 Cumulative Gross Proceeds IRR MOIC $128.2 (2.4%) 0.7x
MOIC / IRR by Acquisition Share Price and Exit Multiple Exit Multiple (2029E
EBITDA of $79.5M - TD Adj. Forecast) Implied Entry Multiple (2) Acq. Share Price 9.0x 11.0x 12.0x 13.0x 15.0x 8.5x $3.00 0.5x / -4.6% 0.9x / -0.4% 1.1x / 1.0% 1.4x / 2.2% 1.8x / 4.1% 8.8x $4.00 0.5x / -4.8% 0.9x /
-0.6% 1.1x / 0.8% 1.3x / 2.0% 1.7x / 4.0% 9.1x $5.00 0.5x / -5.1% 0.9x / -0.8% 1.1x / 0.6% 1.3x / 1.9% 1.7x / 3.9% 9.4x $6.00 0.5x / -5.4% 0.9x / -1.0% 1.1x / 0.5% 1.3x / 1.7% 1.6x / 3.7% MOIC / IRR by Acquisition
Share Price and Exit Multiple Exit Multiple (2029E EBITDA of $100.3M - Management Forecast) Implied Entry Multiple (2) Acq. Share Price 9.0x 11.0x 12.0x 13.0x 15.0x 8.5x $3.00 1.1x / 1.0% 1.7x / 3.7% 1.9x / 4.7% 2.2x /
5.7% 2.7x / 7.3% 8.8x $4.00 1.1x / 0.8% 1.6x / 3.5% 1.9x / 4.6% 2.1x / 5.6% 2.6x / 7.2% 9.1x $5.00 1.1x / 0.6% 1.6x / 3.4% 1.8x / 4.5% 2.1x / 5.5% 2.6x / 7.1% 9.4x $6.00 1.1x / 0.4% 1.5x / 3.3% 1.8x /
4.4% 2.0x / 5.4% 2.5x / 7.0% Entry / Exit Sensitivity (Management Case vs. Downside Case) 4 Abry Management Case (Cumulative1) Abry Downside Case – TD Adjusted Model (Cumulative1) Excludes ASE shares. Assumes $62.7M of 2025E adjusted
EBITDA per management forecast.
Appendix
Abry Investment Since Inception 6 Date ABRY Partners VII, L.P. ABRY Partners
VII Co-Investment Fund, L.P. Fund Family Total ABRY Investment Partnership, L.P. Total Abry Investment September 12, 2014 ($110.3) ($6.4) ($116.6) ($0.2) ($116.8) December 4, 2014 ($15.7) ($0.9) ($16.6) - ($16.6) April 11,
2016 ($2.1) ($0.1) ($2.3) - ($2.3) May 10, 2018 ($9.9) - ($9.9) - ($9.9) June 5, 2018 - ($0.6) ($0.6) ($0.0) ($0.6) December 21, 2018 ($14.2) ($0.8) ($15.0) - ($15.0) Total
Investment ($152.1) ($8.8) ($160.9) ($0.2) ($161.1)
Implied Metrics EV / 2025E Revenue EV / 2026E Revenue EV / 2025E Adj. EBITDA EV
/ 2026E Adj. EBITDA Offer Structure Purchase Price Offer Price $4.00 Current Share Price $2.32 Premium to Current Share Price 72% Total Shares(3) 19.898 Implied Equity Value $79.6 Less: Cash ($29.6) Add: Debt $301.3 Uses
Add: Preferred (4) $199.6 Purchase of Equity $35.1 6% Implied Enterprise Value $550.9 Rollover Equity 44.5 7% $290.0 $295.5 $62.7 $64.0 1.9x 1.9x 8.8x 8.6x Levered FCF Walk – Management Case 7 Note: Balance sheet cash,
term loan, convertible notes, and preferred equity reflect 2025E year-end balances. Current share price as of September 8, 2025. Reflects management forecast and guidance, subject to further diligence. Capex includes labor and PP&E
expenditures. TD Cowen estimate, subject to further diligence. Total shares includes 2.4M shares related to Searchlight warrants and excludes RSUs. Includes the $150M strategic investment from Searchlight from November 15, 2023, KORE’s $2.9M
purchase of 5M shares from Twilio from December 13, 2023, and the total amount of the accrued interest due to Searchlight as of December 31, 2025. Repay Term Loan Repay Convertible Notes Rollover Preferred Equity(4) Fees & Expenses Cash
to Balance Sheet Projected Levered Free Cash Flows $ in millions Historical Management Forecast 2024A 2025E 2026E 2027E 2028E 2029E Revenue $286.1 $290.0 $295.5 $318.1 $344.3 $373.2 Adj.
EBITDA $53.1 $62.7 $64.0 $74.4 $86.9 $100.3 Add: Eliminated Public Company Costs (1) 2.6 2.6 2.6 2.6 Less: Integration-related Costs (1) (2.0) (2.0) - - Less: Cash Interest Expense, Net (28.9) (27.0) (26.2) (25.1) Less:
Levered Cash Taxes - - - - Less: Capex (1) (10.2) (9.4) (9.8) (10.2) Less: (Increase) / Decrease in NWC (2) (5.0) (5.0) (5.0) (5.0) Available Cash Flow $20.4 $33.6 $48.4 $62.5 Less: Mandatory
Amortization (3.0) (3.0) (3.0) (3.0) Available Cash Flow After Mandatory Amortization $17.4 $30.6 $45.4 $59.5 Less: Excess Cash Flow Sweep - - - - Levered Free Cash Flow, Post FCF Sweep $17.4 $30.6 $45.4 $59.5 Total Debt
Outstanding $297.0 $294.0 $291.0 $288.0 Cumulative Debt Paydown 1.0% 2.0% 3.0% 4.0% Net Debt / EBITDA 4.1x 3.1x 2.1x 1.2x Sources & Uses Sources x EBITDA New Sponsor Equity $35.1 6% Rollover Equity 44.5 7% New
Debt 300.0 4.8x 49% Rollover Preferred Equity(4) 199.6 33% Cash on Balance Sheet 29.6 5% Total $608.8 100% 181.3 120.0 199.6 12.6 15.7 30% 20% 33% 2% 3% Total $608.8 100%
Projected Levered Free Cash Flows $ in millions Historical TD Adjusted
Forecast 2024A 2025E 2026E 2027E 2028E 2029E Revenue $286.1 $290.0 $295.5 $318.1 $344.3 $373.2 Adj. EBITDA $53.1 $62.7 $64.0 $68.8 $73.9 $79.5 Add: Eliminated Public Company Costs (1) 2.6 2.6 2.6 2.6 Less:
Integration-related Costs (2) (6.0) (4.0) (2.0) - Less: Cash Interest Expense, Net (28.9) (27.1) (26.6) (25.9) Less: Levered Cash Taxes - - - - Less: Capex (1) (10.2) (9.4) (9.8) (10.2) Less: (Increase) / Decrease in NWC
(2) (5.0) (5.0) (5.0) (5.0) Available Cash Flow $16.4 $25.8 $33.1 $40.9 Less: Mandatory Amortization (3.0) (3.0) (3.0) (3.0) Available Cash Flow After Mandatory Amortization $13.4 $22.8 $30.1 $37.9 Less: Excess Cash Flow
Sweep - - - - Levered Free Cash Flow, Post FCF Sweep $13.4 $22.8 $30.1 $37.9 Total Debt Outstanding $297.0 $294.0 $291.0 $288.0 Cumulative Debt Paydown 1.0% 2.0% 3.0% 4.0% Net Debt / EBITDA 4.2x 3.5x 2.8x 2.1x Implied
Metrics EV / 2025E Revenue EV / 2026E Revenue EV / 2025E Adj. EBITDA EV / 2026E Adj. EBITDA Offer Structure Purchase Price Offer Price $4.00 Current Share Price $2.32 Premium to Current Share Price 72% Total
Shares(3) 19.898 Implied Equity Value $79.6 Less: Cash ($29.6) Add: Debt $301.3 Uses Add: Preferred (4) $199.6 Purchase of Equity $35.1 6% Implied Enterprise Value $550.9 Rollover
Equity 44.5 7% $290.0 $295.5 $62.7 $64.0 1.9x 1.9x 8.8x 8.6x Levered FCF Walk – Downside Case (TD Adjusted Model) 8 Note: Balance sheet cash, term loan, convertible notes, and preferred equity reflect 2025E year-end balances.
Current share price as of September 8, 2025. Reflects management forecast and guidance, subject to further diligence. Capex includes labor and PP&E expenditures. TD Cowen estimate, subject to further diligence. Total shares includes 2.4M
shares related to Searchlight warrants and excludes RSUs. Includes the $150M strategic investment from Searchlight from November 15, 2023, KORE’s $2.9M purchase of 5M shares from Twilio from December 13, 2023, and the total amount of the
accrued interest due to Searchlight as of December 31, 2025. Repay Term Loan Repay Convertible Notes Rollover Preferred Equity(4) Fees & Expenses Cash to Balance Sheet Sources & Uses Sources x EBITDA New Sponsor
Equity $35.1 6% Rollover Equity 44.5 7% New Debt 300.0 4.8x 49% Rollover Preferred Equity(4) 199.6 33% Cash on Balance
Sheet 29.6 5% Total $608.8 100% 181.3 120.0 199.6 12.6 15.7 30% 20% 33% 2% 3% Total $608.8 100%
Disclaimer These materials were prepared exclusively for the benefit and internal
use of the TD Securities client (the “Company” or “you”) to whom they are directly addressed and delivered in order to assist the Company in evaluating, on a preliminary basis, the feasibility of a possible transaction or transactions. These
materials were compiled or prepared on a confidential basis solely and exclusively for the use of the Company and not with a view to public disclosure or to conform to any disclosure standards under any securities laws or other laws, rules or
regulations. The information is for discussion purposes only, and must not be copied or reproduced, or disclosed, distributed or passed to others at any time without the prior written consent of TD Securities. These materials may not be used
for any purpose other than as may be specifically contemplated by a written agreement with TD Securities. These materials and the information contained herein do not purport to be all-inclusive or to contain all of the information, or to
identify or suggest all of the risks (direct or indirect), that may be associated with any possible transaction or transactions or that may be necessary to evaluate any possible transaction or transactions. The information in this presentation
reflects prevailing conditions and our views as of this date, all of which are accordingly subject to change. TD Securities’ opinions and estimates constitute TD Securities’ judgment and should be regarded as indicative, preliminary and for
illustrative purposes only. In preparing the materials, TD Securities has relied upon documents and information prepared for or supplied to TD Securities by the Company and other sources, without independent verification by TD Securities. Any
estimates and projections contained herein have been based upon estimates and projections contained in such documents and third-party sources, and there is no assurance that such estimates and projections will be realized. None of TD
Securities, its affiliates or its or their respective officers, directors, employees, advisors or representatives (“Representatives”) makes any representation or warranty (express or implied) as to the accuracy or completeness of any
information contained herein or any other written or oral communication transmitted or made available to you in connection with an evaluation of a possible transaction, and nothing contained herein or therein is, or shall be construed or relied
upon as, a representation or warranty, whether as to the past, present or future. TD Securities does not have any obligation to update or otherwise revise the materials and information contained herein (though all information contained herein
is subject to revision). TD Securities believes that these materials must be considered as a whole and that selecting portions of the analyses and the factors considered by TD Securities, without considering all of the factors and analyses
together, could create a misleading view of the presentation. The preparation of a presentation such as this is complex and is not necessarily susceptible of partial analysis or summary description. Any attempt to do so could lend to undue
emphasis on any particular factor or analysis. Any market valuations contained herein are indicative values as of the time and date indicated for illustrative purposes only. TD Securities does not warrant their completeness or accuracy. Any
price or valuation constitutes our judgment and is subject to change without notice. Investors should understand that statements regarding future prospects may not be realized. TD Securities cannot guarantee that different prices and/or
valuations would not be available elsewhere and suggests that valuations from other sources be obtained for comparison. Actual quotations could differ subject to market conditions. TD Securities’ policies prohibit employees from offering,
directly or indirectly, a favorable research rating or specific price target, or offering to change a rating or price target, to a subject company as consideration or inducement for the receipt of business or for compensation. TD Securities
also prohibits its research analysts from being compensated for involvement in investment banking transactions except to the extent that such participation is intended to benefit investors. Nothing herein should be construed as tax,
accounting, regulatory or legal advice. TD Securities is not acting in any fiduciary, advisory, agency or similar capacity to the Company. Prior to entering into any possible transaction, you should determine the financial suitability, risks
and merits of such transaction, including all economic, legal, tax, accounting or any other consequences associated therewith. Neither TD Securities nor any of its Representatives will be liable to the Company or any third party, whether for
negligence, breach of contract or otherwise, for any loss or damage of whatsoever nature suffered by the Company or a third party (including, without limitation, direct loss or damage, indirect or consequential loss or damage, loss of goodwill,
loss of business opportunity, loss of data or loss of profit) arising from TD Securities providing you with these materials or the information contained herein or any other written or oral communication transmitted or made available to you in
connection with an evaluation of a possible transaction. TD Securities and its affiliates expressly disclaim any and all liability relating to, resulting from or based, in whole or in part, on such information, errors therein or omissions
therefrom. These materials do not constitute a commitment, express or implied, by TD Securities or any of its affiliates to enter into any transaction, underwrite, subscribe for, purchase or place any securities or to extend or arrange credit
or to otherwise provide any financing or other services. Nothing in these materials (i) may be used in connection with, or should be construed as, an offer to sell, or a solicitation of an offer to buy or hold, an interest in any security or
investment product or (ii) shall constitute “directed selling efforts” in the United States under Regulation S promulgated under the Securities Act of 1933, as amended. Final terms and conditions, if any, and any obligation of TD Securities or
any of its affiliates with respect to any possible transaction discussed herein will be subject to (among other things): (i) satisfactory completion, in TD Securities’ sole discretion, of customary business, financial and legal due diligence
review and inquiry, (ii) execution of definitive documentation containing terms and conditions customary to TD Securities for similar transactions, (iii) market conditions, (iv) approval by the appropriate TD internal committee and (v) any
other conditions that TD Securities may deem appropriate. “TD Securities” is a trademark of The Toronto-Dominion Bank (“TD”) and represents certain investment banking, capital markets and wholesale banking activities conducted through certain
subsidiaries and branches of TD. “TD Cowen” is a division of TD Securities and represents a marketing name of certain businesses within TD Securities. TD Securities Inc. is regulated by the Canadian Investment Regulatory Organization of
Canada. TD Securities Inc. is a member of the Canadian Investor Protection Fund and a member of Canadian Marketplaces. The following affiliated entities are registered U.S. broker dealers with the U.S Securities and Exchange Commission and are
members of the Financial Industry Regulatory Authority and of the Securities Investor Protection Corporation: TD Securities (USA) LLC, TD Prime Services LLC, TD Securities Automated Trading LLC, TD Arranged Services LLC and Westminster Research
Associates LLC. TD is registered as a swap dealer with the U.S. Commodity Futures Trading Commission and is a member of the National Futures Association. TD is also registered as a security -based swap dealer with the U.S. Securities and
Exchange Commission. Cowen Financial Products LLC is registered as a security-based swap dealer with the U.S. Securities and Exchange Commission. TD, TD Bank Europe Limited and TD Execution Services Limited are regulated for investment
business conducted in the UK by the UK Financial Conduct Authority. TD Global Finance unlimited company is regulated for investment business conducted in Ireland by the Central Bank of Ireland. TD and Toronto Dominion (South East Asia) Limited
are regulated by the Monetary Authority of Singapore. All logos are property of their respective owners and are for identification purposes only. Use of these names, logos, and brands does not imply endorsement. Copyright © 2025 The
Toronto-Dominion Bank and/or its affiliates. All rights reserved. ® The TD logo and other TD trademarks are the property of The Toronto-Dominion Bank or its subsidiaries. 9
### EX-99.(C)(XVII) - EXHIBIT (C)(XVII)
EX-99.(C)(XVII)
17
ny20068726x2_excxvii.htm
EXHIBIT (C)(XVII)
Exhibit (c)(xvii)
Project Kona Discussion Materials October 2025 Exhibit (c)(xvii)
Illustrative Equity Contribution Analysis at Various Prices 2 Assumes Equity
Contributions Sized to Achieve Equal Ownership ($ in millions) Share Price $5.00 $6.00 $7.00 $8.00 $9.00 $10.00 Shares Outstanding(1) 19.9 19.9 19.9 19.9 19.9 19.9 Implied Equity
Value $99.5 $119.4 $139.3 $159.2 $179.1 $199.0 Rolling Shares 11.1 11.1 11.1 11.1 11.1 11.1 Non-Rolling Shares to be Purchased 8.8 8.8 8.8 8.8 8.8 8.8 Pre-Deal Abry Shares 4.9 4.9 4.9 4.9 4.9 4.9 Abry Purchased
Shares 3.2 3.2 3.2 3.2 3.2 3.2 Total Abry Shares 8.0 8.0 8.0 8.0 8.0 8.0 Abry Pro Forma Ownership 40.3% 40.3% 40.3% 40.3% 40.3% 40.3% Pre-Deal Searchlight Shares 2.4 2.4 2.4 2.4 2.4 2.4 Searchlight Purchased
Shares 5.6 5.6 5.6 5.6 5.6 5.6 Total Searchlight Shares 8.0 8.0 8.0 8.0 8.0 8.0 Searchlight Pro Forma Ownership 40.3% 40.3% 40.3% 40.3% 40.3% 40.3% Abry Equity
Contribution $15.8 $19.0 $22.2 $25.3 $28.5 $31.7 Searchlight Equity Contribution $28.1 $33.7 $39.3 $44.9 $50.5 $56.1 1. Total shares includes 2.4M shares related to Searchlight warrants and excludes RSUs.
Pro Forma Ownership 3 Pro Forma Ownership Shares
Outstanding Ownership Take-Private(1) Pro-Forma Ownership Abry 4.9 24.4% 4.9 24.4% Searchlight 2.4 12.1% 2.4 12.1% TDJ Company (Terence Jarman) 1.0 5.0% 1.0 5.0% Dotmar Investments (Richard
Burston) 0.9 4.3% 0.9 4.3% Koch 2.0 10.1% 2.0 10.1% Cerberus 1.4 7.0% — — Twilio 1.0 5.0% — — Goldman Sachs Asset Management 0.8 4.3% — — Other Investors / RSUs 5.5 27.8% — — New Equity 8.8 44.1% Total
Shares 19.9 100.0% 19.9 100.0% Source: Bloomberg. Note: Total shares excludes RSUs. 1. Assumed 11.1M shares roll.
Disclaimer These materials were prepared exclusively for the benefit and internal
use of the TD Securities client (the “Company” or “you”) to whom they are directly addressed and delivered in order to assist the Company in evaluating, on a preliminary basis, the feasibility of a possible transaction or transactions. These
materials were compiled or prepared on a confidential basis solely and exclusively for the use of the Company and not with a view to public disclosure or to conform to any disclosure standards under any securities laws or other laws, rules or
regulations. The information is for discussion purposes only, and must not be copied or reproduced, or disclosed, distributed or passed to others at any time without the prior written consent of TD Securities. These materials may not be used
for any purpose other than as may be specifically contemplated by a written agreement with TD Securities. These materials and the information contained herein do not purport to be all-inclusive or to contain all of the information, or to
identify or suggest all of the risks (direct or indirect), that may be associated with any possible transaction or transactions or that may be necessary to evaluate any possible transaction or transactions. The information in this presentation
reflects prevailing conditions and our views as of this date, all of which are accordingly subject to change. TD Securities’ opinions and estimates constitute TD Securities’ judgment and should be regarded as indicative, preliminary and for
illustrative purposes only. In preparing the materials, TD Securities has relied upon documents and information prepared for or supplied to TD Securities by the Company and other sources, without independent verification by TD Securities. Any
estimates and projections contained herein have been based upon estimates and projections contained in such documents and third-party sources, and there is no assurance that such estimates and projections will be realized. None of TD
Securities, its affiliates or its or their respective officers, directors, employees, advisors or representatives (“Representatives”) makes any representation or warranty (express or implied) as to the accuracy or completeness of any
information contained herein or any other written or oral communication transmitted or made available to you in connection with an evaluation of a possible transaction, and nothing contained herein or therein is, or shall be construed or relied
upon as, a representation or warranty, whether as to the past, present or future. TD Securities does not have any obligation to update or otherwise revise the materials and information contained herein (though all information contained herein
is subject to revision). TD Securities believes that these materials must be considered as a whole and that selecting portions of the analyses and the factors considered by TD Securities, without considering all of the factors and analyses
together, could create a misleading view of the presentation. The preparation of a presentation such as this is complex and is not necessarily susceptible of partial analysis or summary description. Any attempt to do so could lend to undue
emphasis on any particular factor or analysis. Any market valuations contained herein are indicative values as of the time and date indicated for illustrative purposes only. TD Securities does not warrant their completeness or accuracy. Any
price or valuation constitutes our judgment and is subject to change without notice. Investors should understand that statements regarding future prospects may not be realized. TD Securities cannot guarantee that different prices and/or
valuations would not be available elsewhere and suggests that valuations from other sources be obtained for comparison. Actual quotations could differ subject to market conditions. TD Securities’ policies prohibit employees from offering,
directly or indirectly, a favorable research rating or specific price target, or offering to change a rating or price target, to a subject company as consideration or inducement for the receipt of business or for compensation. TD Securities
also prohibits its research analysts from being compensated for involvement in investment banking transactions except to the extent that such participation is intended to benefit investors. Nothing herein should be construed as tax,
accounting, regulatory or legal advice. TD Securities is not acting in any fiduciary, advisory, agency or similar capacity to the Company. Prior to entering into any possible transaction, you should determine the financial suitability, risks
and merits of such transaction, including all economic, legal, tax, accounting or any other consequences associated therewith. Neither TD Securities nor any of its Representatives will be liable to the Company or any third party, whether for
negligence, breach of contract or otherwise, for any loss or damage of whatsoever nature suffered by the Company or a third party (including, without limitation, direct loss or damage, indirect or consequential loss or damage, loss of goodwill,
loss of business opportunity, loss of data or loss of profit) arising from TD Securities providing you with these materials or the information contained herein or any other written or oral communication transmitted or made available to you in
connection with an evaluation of a possible transaction. TD Securities and its affiliates expressly disclaim any and all liability relating to, resulting from or based, in whole or in part, on such information, errors therein or omissions
therefrom. These materials do not constitute a commitment, express or implied, by TD Securities or any of its affiliates to enter into any transaction, underwrite, subscribe for, purchase or place any securities or to extend or arrange credit
or to otherwise provide any financing or other services. Nothing in these materials (i) may be used in connection with, or should be construed as, an offer to sell, or a solicitation of an offer to buy or hold, an interest in any security or
investment product or (ii) shall constitute “directed selling efforts” in the United States under Regulation S promulgated under the Securities Act of 1933, as amended. Final terms and conditions, if any, and any obligation of TD Securities or
any of its affiliates with respect to any possible transaction discussed herein will be subject to (among other things): (i) satisfactory completion, in TD Securities’ sole discretion, of customary business, financial and legal due diligence
review and inquiry, (ii) execution of definitive documentation containing terms and conditions customary to TD Securities for similar transactions, (iii) market conditions, (iv) approval by the appropriate TD internal committee and (v) any
other conditions that TD Securities may deem appropriate. “TD Securities” is a trademark of The Toronto-Dominion Bank (“TD”) and represents certain investment banking, capital markets and wholesale banking activities conducted through certain
subsidiaries and branches of TD. “TD Cowen” is a division of TD Securities and represents a marketing name of certain businesses within TD Securities. TD Securities Inc. is regulated by the Canadian Investment Regulatory Organization of
Canada. TD Securities Inc. is a member of the Canadian Investor Protection Fund and a member of Canadian Marketplaces. The following affiliated entities are registered U.S. broker dealers with the U.S Securities and Exchange Commission and are
members of the Financial Industry Regulatory Authority and of the Securities Investor Protection Corporation: TD Securities (USA) LLC, TD Prime Services LLC, TD Securities Automated Trading LLC, TD Arranged Services LLC and Westminster Research
Associates LLC. TD is registered as a swap dealer with the U.S. Commodity Futures Trading Commission and is a member of the National Futures Association. TD is also registered as a security -based swap dealer with the U.S. Securities and
Exchange Commission. Cowen Financial Products LLC is registered as a security-based swap dealer with the U.S. Securities and Exchange Commission. TD, TD Bank Europe Limited and TD Execution Services Limited are regulated for investment
business conducted in the UK by the UK Financial Conduct Authority. TD Global Finance unlimited company is regulated for investment business conducted in Ireland by the Central Bank of Ireland. TD and Toronto Dominion (South East Asia) Limited
are regulated by the Monetary Authority of Singapore. All logos are property of their respective owners and are for identification purposes only. Use of these names, logos, and brands does not imply endorsement. Copyright © 2025 The
Toronto-Dominion Bank and/or its affiliates. All rights reserved. ® The TD logo and other TD trademarks are the property of The Toronto-Dominion Bank or its subsidiaries. 4
### EX-99.(C)(XVIII) - EXHIBIT (C)(XVIII)
EX-99.(C)(XVIII)
18
ny20068726x2_excxviii.htm
EXHIBIT (C)(XVIII)
Exhibit (c)(xviii)
Project Kona Discussion Materials October 2025 Exhibit (c)(xviii)
Abry Take-Private Returns Summary – Lender Model Case 2 Abry Pro Forma
Ownership Abry Existing Ownership (Excl. ASE) Shares (M) 4.553 Ownership (%) 22.9% Abry Existing Ownership (ASE Shares) 0.298 1.5% Abry New Equity Ownership(1) 3.040 15.3% Total Pro Forma Abry Ownership 7.891 39.7% Illustrative
Returns - $5.00/share, 12.0x Exit Multiple Returns Summary Note: All figures in $M, unless otherwise stated. Assumes Abry and Searchlight will each own 40% of common equity. Includes free cash flow generated from Q2 2026E through Q4
2029E. 1 Existing Position Excl. ASE Gross Proceeds IRR MOIC 2 3 Discount Dates 9/12/14 12/4/14 4/11/16 5/10/18 6/5/18 12/21/18 3/31/26 12/31/29 Abry Historical Equity (Excl.
ASE) ($116.8) ($16.6) ($2.3) ($9.9) ($0.6) ($15.0) - $164.5 1 Abry New Equity - - - - - - ($15.2) $109.8 2 Total Equity Returns ($116.8) ($16.6) ($2.3) ($9.9) ($0.6) ($15.0) ($15.2) $274.3 3 Offer Price per Share
for New Equity $5.00 Equity Value at Exit $718.9 Abry New Equity Purchased $15.2 Abry Equity Value at Exit (Existing Ownership Excl. ASE) $164.5 Abry Investment Since Inception (Excl. New Equity & ASE) $161.1 Abry Equity Value at
Exit (Existing Ownership ASE Shares) $10.7 Total Abry Investment Excl. ASE $176.3 Abry Equity Value at Exit (New Equity) $109.8 Exit Build (Lender Model) 2029E EBITDA (Lender Model) $98.9 Exit Multiple 12.0x Enterprise Value at
Exit $1,186.3 Less: Debt / Preferred at Exit ($614.2) Add: Cumulative Free Cash Flow Generated $146.9(2) $164.5 0.1% 1.0x New Equity Invested Gross Proceeds IRR MOIC $109.8 69.3% 7.2x Cumulative Gross Proceeds
IRR MOIC $274.3 3.2% 1.6x
Exit Build (Downside Case - TD Adjusted Model) 2029E EBITDA (TDC
Adjusted) $82.2 Exit Multiple 10.0x Enterprise Value at Exit $822.0 Less: Debt / Preferred at Exit ($614.2) Offer Price per Share for New Equity $5.00 Equity Value at Exit $329.1 Abry New Equity Purchased $15.2 Abry Equity Value
at Exit (Existing Ownership Excl. ASE) $75.3 Abry Investment Since Inception (Excl. New Equity & ASE) $161.1 Abry Equity Value at Exit (Existing Ownership ASE Shares) $4.9 Total Abry Investment Excl. ASE $176.3 Abry Equity Value at
Exit (New Equity) $50.3 Add: Cumulative Free Cash Flow Generated $121.3(2) Abry Take-Private Returns Summary – Downside Case (TD Adjusted Model) 3 Abry Pro Forma Ownership Abry Existing Ownership (Excl. ASE) Shares
(M) 4.553 Ownership (%) 22.9% Abry Existing Ownership (ASE Shares) 0.298 1.5% Abry New Equity Ownership(1) 3.040 15.3% Total Pro Forma Abry Ownership 7.891 39.7% Illustrative Returns - $5.00/share, 10.0x Exit Multiple Returns
Summary Note: All figures in $M, unless otherwise stated. Assumes Abry and Searchlight will each own 40% of common equity. Includes free cash flow generated from Q2 2026E through Q4 2029E. 1 Existing Position Excl. ASE Gross Proceeds
IRR MOIC 2 3 Discount Dates 9/12/14 12/4/14 4/11/16 5/10/18 6/5/18 12/21/18 3/31/26 12/31/29 Abry Historical Equity (Excl. ASE) ($116.8) ($16.6) ($2.3) ($9.9) ($0.6) ($15.0) - $75.3 1 Abry New
Equity - - - - - - ($15.2) $50.3 2 Total Equity Returns ($116.8) ($16.6) ($2.3) ($9.9) ($0.6) ($15.0) ($15.2) $125.6 3 $75.3 (5.1%) 0.5x New Equity Invested Gross Proceeds IRR MOIC $50.3 37.5% 3.3x Cumulative Gross
Proceeds IRR MOIC $125.6 (2.5%) 0.7x
MOIC / IRR by Acquisition Share Price and Exit Multiple Exit Multiple (2029E
EBITDA of $98.9M - Lender Model) Implied Entry Multiple (2) Acq. Share Price 9.0x 11.0x 12.0x 13.0x 15.0x 8.8x $4.00 0.9x / -0.5% 1.4x / 2.3% 1.6x / 3.3% 1.8x / 4.3% 2.2x / 5.9% 9.1x $5.00 0.9x / -0.7% 1.3x /
2.2% 1.6x / 3.2% 1.8x / 4.2% 2.2x / 5.8% 9.4x $6.00 0.9x / -0.8% 1.3x / 2.1% 1.5x / 3.2% 1.7x / 4.1% 2.2x / 5.7% 9.7x $7.00 0.9x / -0.9% 1.3x / 1.9% 1.5x / 3.1% 1.7x / 4.0% 2.1x / 5.7% Entry / Exit Sensitivity
(Lender Model vs. Downside Case) 4 Abry Management Case (Cumulative1) Abry Downside Case – TD Adjusted Model (Cumulative1) Excludes ASE shares. Assumes $65.6M of 2025E adjusted PF EBITDA per lender model. (2) MOIC / IRR by Acquisition
Share Price and Exit Multiple Exit Multiple (2029E EBITDA of $82.2M - TD Adj. Forecast) Implied Entry Multiple Acq. Share Price 9.0x 11.0x 12.0x 13.0x 15.0x 8.8x $4.00 0.5x / -4.4% 0.9x / -0.7% 1.1x / 0.6% 1.3x / 1.7% 1.6x /
3.5% 9.1x $5.00 0.5x / -4.6% 0.9x / -0.8% 1.1x / 0.5% 1.2x / 1.6% 1.6x / 3.5% 9.4x $6.00 0.5x / -4.8% 0.9x / -1.0% 1.1x / 0.4% 1.2x / 1.5% 1.6x / 3.4% 9.7x $7.00 0.5x / -5.0% 0.9x / -1.1% 1.0x / 0.2% 1.2x /
1.4% 1.5x / 3.3%
Appendix
Abry Investment Since Inception 6 Date ABRY Partners VII, L.P. ABRY Partners
VII Co-Investment Fund, L.P. Fund Family Total ABRY Investment Partnership, L.P. Total Abry Investment September 12, 2014 ($110.3) ($6.4) ($116.6) ($0.2) ($116.8) December 4, 2014 ($15.7) ($0.9) ($16.6) - ($16.6) April 11,
2016 ($2.1) ($0.1) ($2.3) - ($2.3) May 10, 2018 ($9.9) - ($9.9) - ($9.9) June 5, 2018 - ($0.6) ($0.6) ($0.0) ($0.6) December 21, 2018 ($14.2) ($0.8) ($15.0) - ($15.0) Total
Investment ($152.1) ($8.8) ($160.9) ($0.2) ($161.1)
Levered FCF Walk – Lender Model Case 7 Note: Balance sheet cash, term loan,
convertible notes, and preferred equity reflect Q1 2026E balances. Current share price as of October 29, 2025. Total shares includes 2.4M shares related to Searchlight warrants and excludes RSUs. Includes the $150M strategic investment from
Searchlight from November 15, 2023, KORE’s $2.9M purchase of 5M shares from Twilio from December 13, 2023, and the total amount of the accrued interest due to Searchlight as of March 31, 2025. Implied Equity Value $99.5 Less:
Cash ($32.0) Add: Debt $300.0 Add: Preferred (2) $207.0 Implied Enterprise Value $574.5 Add: Fees & Expenses 20.0 $287.0 $302.9 $65.6 $71.0 Cash on Balance Sheet 32.0 5% Total $638.5 100% Uses Offer Structure Sources
& Uses Purchase Price Sources x EBITDA Offer Price $5.00 New Sponsor Equity $43.0 7% Current Share Price $3.55 Rollover Equity 56.5 9% Premium to Current Share Price 41% New Debt 300.0 4.6x 47% Total Shares
(1) 19.898 Rollover Preferred Equity (2) 207.0 32% Purchase of Equity $43.0 7% Rollover Equity 56.5 9% Repay Term Loan 180.0 28% Repay Convertible Notes 120.0 19% Adjusted Enterprise Value $594.5 Rollover Preferred Equity
(2) 207.0 32% EV / 2025E Revenue 2.1x Fees & Expenses 20.0 3% EV / 2026E Revenue 2.0x Cash to Balance Sheet 12.0 2% EV / 2025E Adj. EBITDA 9.1x Total $638.5 100% EV / 2026E Adj. EBITDA 8.4x Projected Levered Free Cash
Flows $ in millions Historical Lender Model Forecast 2024A 2025E 2026E 2027E 2028E 2029E Revenue $286.1 $287.0 $302.9 $321.0 $343.2 $367.1 PF Adj. EBITDA $53.1 $65.6 $71.0 $78.6 $88.6 $98.9 Less: Non-Recurring
Costs (2.0) (2.0) - - Less: Cash Interest Expense, Net (26.2) (25.2) (25.4) (25.5) Less: Levered Cash Taxes - (0.6) (7.1) (11.4) Less: Capex (10.3) (11.0) (11.7) (12.5) Less: (Increase) / Decrease in
NWC - - - - Available Cash Flow $32.5 $39.8 $44.4 $49.4 Less: Mandatory Amortization (2.3) (3.0) (3.0) (3.0) Available Cash Flow After Mandatory Amortization $30.2 $36.8 $41.4 $46.4 Less: Excess Cash Flow
Sweep - - - - Levered Free Cash Flow, Post FCF Sweep $30.2 $36.8 $41.4 $46.4 Total Debt Outstanding $297.8 $294.8 $291.8 $288.8 Cumulative Debt Paydown 0.8% 1.8% 2.8% 3.8% Net Debt / EBITDA 3.7x 2.8x 2.0x 1.3x
Projected Levered Free Cash Flows $ in millions Historical TD Adjusted
Forecast 2024A 2025E 2026E 2027E 2028E 2029E Revenue $286.1 $287.0 $302.9 $321.0 $343.2 $367.1 PF Adj. EBITDA $53.1 $65.6 $71.0 $74.6 $78.3 $82.2 Less: Non-Recurring Costs (2.0) (2.0) - - Less: Cash Interest Expense,
Net (26.2) (25.2) (25.4) (25.5) Less: Levered Cash Taxes - (0.3) (4.9) (8.5) Less: Capex (10.3) (11.0) (11.7) (12.5) Less: (Increase) / Decrease in NWC - - - - Available Cash Flow $32.5 $36.1 $36.3 $35.6 Less: Mandatory
Amortization (2.3) (3.0) (3.0) (3.0) Available Cash Flow After Mandatory Amortization $30.2 $33.1 $33.3 $32.6 Less: Excess Cash Flow Sweep - - - - Levered Free Cash Flow, Post FCF Sweep $30.2 $33.1 $33.3 $32.6 Total Debt
Outstanding $297.8 $294.8 $291.8 $288.8 Cumulative Debt Paydown 0.8% 1.8% 2.8% 3.8% Net Debt / EBITDA 3.7x 3.1x 2.5x 1.9x Levered FCF Walk – Downside Case (TD Adjusted Model) 8 Add: Fees &
Expenses 20.0 $287.0 $302.9 $65.6 $71.0 Cash on Balance Sheet 32.0 5% Total $638.5 100% Uses Implied Equity Value $99.5 Less: Cash ($32.0) Add: Debt $300.0 Add: Preferred (4) $207.0 Implied Enterprise Value $574.5 Offer
Structure Sources & Uses Purchase Price Sources x EBITDA Offer Price $5.00 New Sponsor Equity $43.0 7% Current Share Price $3.55 Rollover Equity 56.5 9% Premium to Current Share Price 41% New Debt 300.0 4.6x 47% Total
Shares (1) 19.898 Rollover Preferred Equity (2) 207.0 32% Purchase of Equity $43.0 7% Rollover Equity 56.5 9% Repay Term Loan 180.0 28% Repay Convertible Notes 120.0 19% Adjusted Enterprise Value $594.5 Rollover Preferred
Equity (2) 207.0 32% EV / 2025E Revenue 2.1x Fees & Expenses 20.0 3% EV / 2026E Revenue 2.0x Cash to Balance Sheet 12.0 2% EV / 2025E Adj. EBITDA 9.1x Total $638.5 100% EV / 2026E Adj. EBITDA 8.4x Note: Balance sheet
cash, term loan, convertible notes, and preferred equity reflect Q1 2026E balances. Current share price as of October 29, 2025. Total shares includes 2.4M shares related to Searchlight warrants and excludes RSUs. Includes the $150M strategic
investment from Searchlight from November 15, 2023, KORE’s $2.9M purchase of 5M shares from Twilio from December 13, 2023, and the total amount of the accrued interest due to Searchlight as of March 31, 2025.
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### EX-99.(C)(XIX) - EXHIBIT (C)(XIX)
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Table of Contents 1 Business Overview 2 2 KORE’s Value Creation &
Transformation (2023-25) 3 Investment Highlights 4 Financial Overview
E x e c u t i v e S u m m a r y 4 Introduction & Business Overview KORE
Wireless (NYSE: KORE) (“KORE” or the “Company”) is a leading provider of Internet-of-Things (“IoT”) connectivity & solutions that manages over 20 million connections across 3,600 enterprise and mid-market customers For the LTM period ended
September 30th, 2025, the Company generated $285 million of Revenue and $65 million of Q3-25 LQA1 Pro Forma EBITDA2 (23% margin) Transaction Overview Abry Partners LLC and Searchlight Capital Partners L.P. (the “Sponsors”) are jointly
pursuing a take-private transaction of KORE, with an anticipated bid submission in the near-term To finance the transaction, the Sponsors plan to contribute new equity to cash out existing shareholders, and proceeds from new Senior Secured
Facilities will refinance all existing debt In addition, at the end of 2023, Searchlight invested $153 million of preferred equity, which is subordinated to all company debt The Senior Secured Credit Facilities will consist of the
following: $25 million Revolving Credit Facility (undrawn at close) $300 million new Term Loan Pro forma for the transaction, KORE will have total net leverage of 4.4x, based on Q3-25 LQA Pro Forma EBITDA of $65 million Last Quarter
Annualized Pro forma for (i) exclusion of contribution profit from non-core segments (CEaaS / PositionLogic) that have been or are in-process of being sunset in 2025/26; (ii) estimated public company cost savings; and (iii) additional cost
savings actioned in 2025
Sources and Uses ($ in millions) Credit Metrics and Pro Forma Capitalization ($
in millions) Sources Pro Forma Capitalization (Q1-26 Close) Est. Cash on Balance Sheet (Q1-26) $33 New Senior Secured Term Loan 300 Est. Equity (Junior to Debt) 287 (-) Pro Forma Cash (12) New Senior Secured Term Loan 300 Net
Debt $288 Total Sources $619 Est. Equity (Junior to Debt) $287 Tr a n s a c t i o n S u m m a r y 5 Transaction Overview Expected Size and Structure: $300M Senior Secured Term Loan funded at close and $25M Revolving Credit Facility
(undrawn at close) Use of Proceeds: Refinance existing debt (Term Loan, Unsecured Notes) New debt will be senior to Searchlight’s existing preferred equity and $80M of common equity Transaction expected to close by Q1-2026 Uses Pro Forma
Leverage Metrics Net Debt / EBITDA %-LTV 4.4x 52% Repay Term Loan $180 Repay Convertible Notes 120 Est. Equity (Junior to Debt) 287 Transaction Costs 20 Cash to Balance Sheet 12 Total Uses $619 Enterprise Value $574 Q3-25 LQA
PF EBITDA $65
Business Overview Proprietary & confidential to KORE Wireless |6
K O R E a t a G l a n c e Global, independent provider of mission critical IoT
solutions and has been an industry leader since the early 2000s KORE by the Numbers 90%+ Recurring Connectivity Gross Profit $287M 2025E Revenue $226M (79% of Total) 2025E Connectivity Revenue 3600+ Global Customers 20M+ IoT
Connections $65M (23% Margin) Q3-25 LQA PF EBITDA Trusted By Global Industry Leaders and Recognized Brands F O U N D E D I N 2003 ~ 5 0 0 Employees 14 Global Offices 7+ Years Average Customer Tenure 200+ Countries
Coverage 40+ Direct Carrier Partners 7
Wh at We D o Connectivity-led, technology-powered services & solutions that
support global, scalable deployment for Enterprise IoT customers IoT Solutions 21% of 2025E revenue IoT Connectivity 79% of 2025E revenue Product Description Connectivity offered through managed IoT platform ‘KORE One’, which securely
connects devices across any network (multiple devices, multiple locations, multiple carriers) Suite of SIM and eSIM products with access to over 600 networks in over 200 countries Highly available APIs for easy management of all SIM-embedded
devices Pre-installed multi-IMSI profile and Remote SIM Provisioning (RSP) to filter use to only local networks in instances of regulatory boundaries available in KORE eSIM offerings Enterprise-grade IoT hardware including telematics
devices, sensors, asset trackers and fixed-wireless routers / gateways Outsourced platform-enabled services (e.g., logistics, configuration, device management) General device testing as well as certification testing for government and
industry compliance Revenue Model Recurring revenue, per subscriber per month for lifetime of device (7-10 years) Multi-year contracts with automatic renewals Upfront fee per device or per device per month Target Customer Enterprise /
mid-market customers across multiple key industry verticals Customer IoT Use Cases Connected Health Fleet Management EV Charging Infrastructure Retail Renewables & Utilities Smart Agriculture 7
DEVICE TO NETWORK TO PLATFORM TO CLOUD L o R a W A N S a t e l l i t e C O N N
E C T I V I T Y & C O N N E C T I V I T Y M A N A G E M E N T Hardware design guidance Routers, modules Device testing Device certification (carrier & industry) Staging, kitting, assembly Forward & reverse logistics Inventory
& device management HARDWARE & DEVICE SERVICES LIFECYCLE MANAGEMENT Predictive analytics Anomaly detection GenAI-powered data querying AI-powered rule automation, data processing & protocol translation Security, insights
& observability Sensor data Device data Platform data Network data DEPLOY I N T E L L I G E N C E C O N N E C T Local cellular options 2G/3G/4G, Cat M, Cat 1bis, NB, 5G Global cellular connectivity 2G/3G/4G, Cat M, Cat 1bis,
5G KORE i s a F u l l - S tac k I o T Solu t i on Unified IoT ecosystem for global connectivity, hardware, deployment and data intelligence services 7
$49 $47 $7 $7 20% 19% $194 $219 $219 $241 $257 $69 $54 $60 $62 $64 $14 $13 $8 $277 $286 $287 $303 $321 2023A
2024A 2025E 2026E 2027E 2023A 2024A Connectivity 23% 23% 24% $79 $70 $71 $66 E s t a b l i s h e d F o u n d a t i o n f o r L o n g - Te r m P r o f i t a b l e G r o w t h 10 Revenue PF Adjusted EBITDA1 # Connections (End of
Period) (in millions) ($ in millions) ($ in millions) % EBITDA Margin 17.1 19.2 21.3 23.5 25.8 $298 $53 $56 2025E 2026E 2027E 2023A 2024A 2025E 2026E 2027E Solutions Non-Core Non-Core Q4-25 Run-rate PF Adj. EBITDA Q4-25 Run-rate
Revenue 1. 2025E EBITDA pro forma for (i) exclusion of contribution profit from non-core segments (CEaaS / PositionLogic) that have been or are in-process of being sunset in 2025/26; (ii) estimated public company cost savings; and (iii)
additional cost savings actioned in 2025
Q3-2025 Annualized EBITDA Q3 - 2 0 2 5 E B I T D A B r i d g e 11 (in
millions) 1 Estimated costs that can be eliminated or reduced as a private company, including accounting and legal costs, board costs, and D&O insurance, among others 1 2 3 2 3 Contribution from CEaaS business (~50% est. EBITDA
margin), which is non-core to KORE. This business is in-process of being sunset. KORE exited Q3-2025 with $65 million of run-rate PF EBITDA, after adjusting for non-core segments and cost savings Cost savings already completed in middle of
Q3-25, largely related to headcount reductions in the sales / operations teams ( ) 0 3 2 Annuali ed E ITDA Add Public Company Costs Less on Core (CEaaS) Add 202 Completed Cost Actions 3 2 P E ITDA
$54 $56 $57 $58 $18 $15 $12 $17 $72 $71 $69 $75 Q1-25 Q3-25 Solutions Q4-25 Q2-25 Connectivity S
t r o n g P r o g r e s s i n 2 0 2 5 a n d S e t t o E x i t t h e Ye a r w i t h G r o w t h 12 Quarterly Revenue Quarterly PF Adjusted EBITDA1 $17 $15 $16 $18 23% 21% 24% 23% Q1-25 Q2-25 Q3-25 Q4-25 ($ in millions) ($ in
millions) % EBITDA Margin 1. Pro forma for (i) exclusion of contribution profit from non-core segments (CEaaS / PositionLogic) that have been or are in-process of being sunset in 2025/26; (ii) estimated public company cost savings; and (iii)
additional cost savings actioned in 2025
E s t a b l i s h e d S p o n s o r s w i t h a P r o v e n Tr a c k R e c o r d a
t K O R E Trans-Atlantic private investment firm founded in 2010 with over $16 billion in assets under management dedicated to investment opportunities in the Americas and Europe Approximately 65 investment professionals across three offices
in New York, London, and Miami that have completed 45+ transactions to-date Deep sector expertise in telecommunications and media (represents > 50% of Searchlight’s investments) Select Communications Investments Cablevision of Puerto
Rico Boston-based private equity firm founded in 1989 with $17 billion in assets under management dedicated to investment opportunities in the Americas and Europe Approximately 50 investment professionals across Boston and Charlotte offices
that have completed 550+ transactions to-date Deep sector expertise in tech-enabled services, communications, healthcare, financial services, and business services Select Communications Investments 13
S p o n s o r Ta k e - P r i v a t e T h e s i s •1 KORE is not well positioned
to be a public company today Microcap stock – limited / no liquidity or public float Missed customer opportunities out of concern about market capitalization and financials Distractions of public company obligations (SOX compliance,
quarterly earnings, etc.), as well as costs associated with being public •2 Significantly more opportunity to execute on both organic and inorganic growth as a private company Limited access to capital as a public company More operational
and strategic flexibility as a private company Difficult to make longer-payback investments as a public company, in particular being more aggressive as an attacker in Europe and in new verticals •3 Effecting a turnaround would be done more
efficiently as private company Many of the changes to enhance the business are better made out of the public spotlight and away from quarter-to-quarter measurements and earnings pressure The underlying business and sector are very strong – 2
closest competitors (Wireless Logic, Cubic Telecom) have been valued in private markets at significantly higher multiples 13
KORE’s Value Creation & Transformation (2023-25) Proprietary &
confidential to KORE Wireless |15
S t r a t e g i c Tr a n s f o r m a t i o n i n t o a P u r e - P l a y I o T C o
m p a n y 2021-2023 (Legacy Challenges) Legacy model with complicated balance sheet and limited focus 2023-2025 (Reset & Restructuring) Recapitalized and reset with new leadership and cost actions 2026+ (Scaled, Focused &
Profitable) Well-positioned for the next phase of profitable growth In late 2021, KORE went public through a SPAC at a $1 billion valuation, after the market had turned negative on SPACs After going public, KORE faced a series of operating
headwinds, including: Pricing and margin pressure from legacy 2G/3G network sunset Poor integration of acquisitions (BMP, Integron) that created fragmented platforms and tech debt In addition, KORE had a highly leveraged balance sheet with
a $300 million impending debt maturity in late 2024 As a result, KORE’s market capitalization fell greater than 90% from the IPO price In late 2023, Searchlight Capital invested $153 million of structured equity, catalyzing a broader
refinancing to de-lever the balance sheet and recapitalize the business for growth Key actions since the Searchlight investment: New leadership team installed (CEO, CFO, COO, CRO, and others) providing stability and focus Actioned
restructuring of the business that yielded $20M+ run-rate savings, focused on headcount reduction and rationalization of products, tech debt, facilities, and legal entities Resource and workforce re-allocation to IoT connectivity and away
from non-core revenue streams Focus on reduction of non-recurring costs, which has resulted in positive free cash flow in 2025 – first time in 5 years Full alignment with all stakeholders to drive long-term value creation and profitable
growth Relentless focus on an excellent customer experience has resulted in improved NPS, automated activations, and platform availability Continuous product suite evolution to maintain competitive edge and unlock entry into high-bandwidth,
advanced use cases Divestiture of non-core businesses has enabled renewed focus on core connectivity business Proven M&A engine – paused due to public company and capital constraints – ready to re-accelerate under private ownership
Leveraging AI to deliver personalized, proactive and intelligent IoT solutions 16
R e v a m p e d L e a d e r s h i p Te a m Ron Totton Chief Executive
Officer Bruce Gordon Chief Operating Officer Jared Deith Chief Revenue Officer Anthony Bellomo Chief Financial Officer Jack Kennedy Chief Legal Officer Gloria Garber Chief People Officer KORE has revamped its leadership team with
industry leaders, transformation veterans, and entrepreneurs New Existing 30+ years of experience Joined KORE in 2024 16 30+ years of experience Joined KORE in 2024 20+ years of experience Joined KORE in 2021 15+ years of
experience Joined KORE in 2025 20+ years of experience Joined KORE in 2025 15+ years of experience Re-joined KORE in 2024
K O R E B u s i n e s s Tr a n s f o r m a t i o n U n d e r N e w L e a d e r s h
i p Limited product offering and concentration of legacy devices Narrow product suite with lack of defined product roadmap and development and sub-optimal resource allocation Legacy devices on sunsetting 2G / 3G networks Multiple platforms
from acquired businesses Limited system integration of prior acquisitions, resulting in fragmented systems and excess costs Technology debt in need of retirement / integration Acquisition fueled growth Revenue growth and endpoint expansion
driven by M&A Modest organic revenue growth experienced in Connectivity segment Underperforming sales strategy with limited incentives for the sales team to engage customers ocus on winning revenue “at all costs” Lack of attention to
customer experience The “Old” KORE Significant progress upgrading and developing Connectivity suite Diverse SIM portfolio across 2G–5G and alignment with SGP.32 New SIM products and carrier integrations expanding reach into non-US
markets Unified, proprietary technology stack under KORE One 9 of 12 legacy systems retired or integrated and the remainder to be retired by June 2026 Differentiated platform offers clear customer value proposition Executed material shift
towards profitable growth Deprioritized lower-margin hardware sales Rightsized the business to unlock $20M+ of annual savings Negotiation of new carrier partnership agreements Revamped sales and marketing strategy to deliver more
wins Realigned sales incentives and customer experience framework Improved customer metrics, retention and pipeline growth KORE Today New and improved management has significantly transformed KORE and its growth trajectory in the last
year Poor financial hygiene – lack of cost management and cash focus 16
Workforce realignment Product rationalization Res t r u c t u r i n g & C os
t Ration a l i z at i on Program $20M+ annual savings Focus on customers, reducing operating expenses, streamlining processes & reducing discretionary spend Program overview Actioned starting Q3 2024 and ended in 1H
2025 Cost-to-achieve (one-time expense) of ~$5M 1 25% reduction in headcount across the Company Delivered significant cost savings while sustaining customer satisfaction Additional savings from downsizing (ex. AUS, UK) and legal entity /
office portfolio rationalization (ex. Singapore) 2 Identified and de-prioritized non-core projects, eliminated redundancies and re-balanced resource allocation Focused on areas of strength within Connectivity (next-gen eSIM) Deep-dive of
IoT Managed Services operations 3 Enhanced customer intimacy Executed reorganization without impacting customers or growth plans Further strengthened customer relationships to drive satisfaction and loyalty 4 16
S i g n i f i c a n t R e d u c t i o n i n G o - F o r wa r d N o n - R e c u r r
i n g E x p e n s e s Commentary 1 Costs related to implementation of strategic tech and operational overhaul, completed in 2023 KORE - Non-Recurring Cost Summary Historical Estimate Projection 2023A 2024A 2025E 2026E
2027E Transformation Expenses 1 $6.6 $0.0 Professional Services 2 8.6 3.0 Severance / Other Compensation 3 3.0 9.5 Twilio TSA 4 0.8 1.4 – 1.8 6.6 0.5 – – – – 2.0 2.0 – – Ramping Down $19.1 $14.0 $8.9 $2.0 $2.0 Rochester
Facility Shut-Down 5 – – Google Cloud Commitment 6 – – 2.6 1.5 – – – – 2025 Cost Savings $– $– $4.0 $– $– Project Kona 7 – – All Other 1.1 0.8 2.3 1.3 – – – – Non-Recurring Cash Expenses $20.1 $14.8 $16.5 $2.0 $2.0 ERC Income
8 – – Impairment / Write-Offs 9 0.1 4.3 (3.7) 2.2 – – – – Non-Cash $0.1 $4.3 ($1.5) $– $– Total Non-Recurring Expenses $20.3 $19.2 $15.0 $2.0 $2.0 7 One-time costs (legal, special committee) related to the sell-side
process 2 One-time integration and restructuring support (e.g., consultants, legal, and other external services) related to the IT / tech stack transformation, Twilio acquisition, Searchlight investment, and various legal expenses related to
the organizational restructuring Non-recurring severance and related costs associated with organizational restructuring (actioned in 2024/25), the departures of the former CEO and CFO, and headcount reductions after the Twilio IoT acquisition
(2023) Temporary transition-service expenses (completed in 2025) related to the Twilio IoT acquisition (2023) 3 4 5 One-time exit and relocation costs tied to closing the Rochester facility (to be complete Nov. 2025), generating ~$3
million of run-rate savings 6 One-time fee in 2025 stemming from renegotiation and amendment of contract with Google Cloud 8 Recognition of non-recurring income related to U.S. Employee Retention Credit (ERC) claims (originally filed in
2021, cash received in 2023) 9 16 Adjustments for non-cash inventory impairment (related to the Rochester facility exit and prior acquisitions), R&D write-off related to capitalization policy changes, and other software / payable
write-offs
Investment Highlights Proprietary & confidential to KORE Wireless |21
I n v e s t m e n t H i g h l i g h t s Strong IoT Industry Growth with High
Barriers to Entry IoT connectivity is one of the fastest-growing segments in tech, with strong growth expected for years KORE is right in the center of that wave, enabling mission-critical connectivity for some of the world’s most innovative
companies KORE is Well-Positioned in the IoT Landscape Differentiated product suite (KORE One platform), extensive proprietary IP, and deep vertical expertise (connected health, fleet) create meaningful barri