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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
 the fiscal year ended December 31, 2023.

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
 the transition period from _______ to _______.

 Commission
file number: 001-39080

INC.

 (Exact
name of registrant as specified in its charter)

 Delaware

 83-4366463

 (State
 or other jurisdiction of

 (IRS
 Employer

 incorporation
 or organization)

 Identification
 No.)

 Tice Boulevard, Woodcliff Lake, New Jersey

 07677

 (Address
 of principal executive offices)

 (Zip
 Code)

 (201) 996-9000

 (Registrant's
telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Stock, par value $0.01 per share

 PWFL

 The
 Nasdaq Global Market

 (Title
 of class)

 (Trading
 Symbol)

 (Name
 of exchange on which registered)

 Securities
registered pursuant to Section 12(g) of the Act: None

by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer",
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth Company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of the registrant's common stock held by non-affiliates,
computed by reference to the price at which the common stock was last sold as of June 30, 2023, the last business day of the registrant's
most recently completed second fiscal quarter, was approximately $ 105.8 million.

 The
number of shares of the registrant's Common Stock outstanding as of May 1, 2024 was 107,349,987
shares.

 EXPLANATORY
NOTE

 References in this document
to "Powerfleet", "the Company", "we", "our", or "us" are intended to
mean Powerfleet, Inc., individually, or as the context requires, collectively with its subsidiaries on a consolidated basis. This
Annual Report on Form 10-K (this "Form 10-K") contains the Company's audited financial statements for the year
ended December 31, 2023 and restates certain financial information and related footnote disclosures in the Company's
previously issued Annual Reports on Form 10-K for the years ended December 31, 2022 and 2021 (collectively, the "Audited
Financial Statements"), Quarterly Reports on Form 10-Q for the quarterly and year-to-date periods ended September 30, 2023 and
2022, Quarterly Reports on Form 10-Q for the quarterly and year-to-date periods ended June 30, 2023 and 2022 and Quarterly Reports
on Form 10-Q for the quarterly and year-to-date periods ended March 31, 2023 and 2022 (collectively, the "Interim Unaudited
Financial Statements") to make certain changes as described below.

 In connection with the
preparation of its audited consolidated financial statements for the year ended December 31, 2023, the Company determined that the
accounting for the redemption premium associated with its Series A convertible preferred stock (the "Series A Preferred
Stock") was understated resulting in an understatement of "net loss attributable to common stockholders" and
"net loss per share attributable to common stockholders" for each period, an understatement of the value of the
"convertible redeemable preferred stock" as of each balance sheet date, and an overstatement of the "additional paid-in capital" as of
each balance sheet date. The required adjustments to correct the redemption value calculation of the Series A Preferred Stock and
the related accretion of the value of the preferred stock in the consolidated statement of operations, include the recording of
non-cash accretion resulting in an increase in the net loss attributable to common stockholders, an increase in the
convertible redeemable preferred stock and a decrease in additional paid-in capital in the Company's consolidated financial
statements. Because the correction of this misstatement is material to the previously reported results of operations of the Company
included in our previously issued Audited Financial Statements and Interim Unaudited Financial Statements, the audit
committee of the board of directors of the Company (the "Audit Committee") concluded that the consolidated financial
statements included in the Audited Financial Statements and Interim Unaudited Financial Statements should no longer be
relied upon. In connection with the restatement to correct for this error, the Company determined that it is appropriate to revise
the previously filed consolidated financial statements included in this Form 10-K to correct other unrelated errors that were either
unrecorded or addressed as out-of-period adjustments in previously filed consolidated financial statements that were not material,
individually or in the aggregate, to such financial statements.

 Due
to the discovery of this error, the Company's management identified a material weakness in the Company's internal control
over financial reporting that existed as of December 31, 2023 and prior periods, relating to the measurement and
valuation of the Company's Series A Preferred Stock. For a discussion of management's consideration of the Company's
disclosure controls and procedures, internal control over financial reporting, and the material weaknesses identified, see Part II, Item 9A, "Controls and Procedures"
of this Form 10-K.

 We have not filed, and do not intend to file, any amendments to our previously
filed Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q for the restated periods. Accordingly, investors should rely only
on the financial information and other disclosures regarding the restated periods in this Form 10-K or in our future filings with the
Securities and Exchange Commission (the "SEC"), as applicable, and not on any previously issued or filed reports, earnings
releases, investor presentations or other similar communications relating to the restated periods.

 See
Note 2 to our financial statements, included in Part II, Item 8 of this Form 10-K, for additional information on the restatement of,
and the related effects on, our consolidated financial statements for the restated periods.

INC.

 TABLE
OF CONTENTS

 Page

 PART I.

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 PART II.

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Reserved

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statement and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 PART III.

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 PART IV.

 Item
 15.

 Exhibits, Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 PART
I

 Cautionary
Note Regarding Forward-Looking Statements

 In
addition to historical information, this Form 10-K contains "forward-looking statements"
(within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), which may include information concerning our beliefs,
plans, objectives, goals, expectations, strategies, anticipations, assumptions, estimates, intentions, future events, future revenues
or performance, capital expenditures and other information that is not historical information. Forward-looking statements involve known
and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance
or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking
statements. Many of these statements appear, in particular, under the headings "Business" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in this Form 10-K. When used in this report, the
words "seek," "estimate," "expect," "anticipate," "project," "plan,"
"contemplate," "plan," "continue," "intend," "believe" and variations of
such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon
our current expectations and various assumptions. We believe there is a reasonable basis for our expectations and beliefs, but there
can be no assurance that we will realize our expectations or that our beliefs will prove to be correct.

 There
are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements
contained in this report. Important factors that could cause our actual results to differ materially from those expressed as forward-looking
statements herein include, but are not limited, to:

 future
 economic and business conditions, including the conflict between Israel and Hamas;

 integration
 of our and MiX Telematics' businesses and the ability to recognize the anticipated synergies and benefits of the business
 combination with MiX Telematics Limited ("MiX Telematics");

 the commercial, reputational and regulatory risks to our business that may arise as a consequence of our need to
restate certain of our consolidated financial statements for the Non-Reliance Periods;

 the
 loss of any of our key customers or reduction in the purchase of our products by any such customers;

 the
 failure of the markets for our products to continue to develop;

 our
 inability to adequately protect our intellectual property;

 our
 inability to manage growth;

 the
 effects of competition from a wide variety of local, regional, national and other providers of wireless solutions;

 changes
 in laws and regulations or changes in generally accepted accounting policies, rules and practices;

 changes in technology or products, which may be more
difficult or costly, or less effective, than anticipated; and

 those risks and uncertainties set forth under the heading "Risk Factors"
in Item 1A of this report.

 There
may be other factors of which we are currently unaware or which we currently deem immaterial that may cause our actual results to differ
materially from the forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf apply
only as of the date they are made and are expressly qualified in their entirety by the cautionary statements included in this report.
Except as may be required by law, we undertake no obligation to publicly update or revise any forward-looking statement to reflect events
or circumstances occurring after the date they were made or to reflect the occurrence of unanticipated events, or otherwise.

 Note
Regarding Trademarks

 We
have, or have applied for, U.S. and/or foreign trademark protection for I.D. SYSTEMS and Design, the I.D. SYSTEMS Logo,
VEHICLE ASSET COMMUNICATOR, POWERFLEET, POWERFLEET VISION, POWERFLEET IQ,
POWERFLEET YARD, VERIWISE IQ, didBOX, FREIGHTCAM, KEYTROLLER, REEFERMATE,
POWERFLEET and DESIGN, CAMERA Design, Mix Telematics, Mix Telematics – Logo, Matrix Vehicle Tracking Logo, Datatrak, Tracking. Simply Sorted, Beame
Character Device, Beame Logo 2012, Beame Logo 2010, Mix-Drive, FM-WEB, Matrix – right by your side (2013 logo), Mix Vision, Mix
Safedrive, FM Communicator, MIX ROVI, Beame Logo, Our Customers Are People, Not Vehicles, Tripmaster, Life Takes You Places, Matrix Brings
you Home, MiX Intuition, Recovery. Simply Sorted, Geoloc Advanced Alert, MiX Now, Mix Recovery Protect, Mix Fleet Manager, Connected and
Protected Fleet.

 Item
1. Business.

 Overview

 Powerfleet is a global leader of Internet-of-Things ("IoT") solutions providing valuable business intelligence for managing high-value enterprise
assets that improve operational efficiencies.

 We
are headquartered in Woodcliff Lake, New Jersey, with offices located around the globe.

 On April 2, 2024, we consummated the transactions contemplated by the Implementation Agreement, dated as of October
10, 2023 (the "Implementation Agreement"), that we entered into with Main Street 2000 Proprietary Limited, a private company
incorporated in the Republic of South Africa and our wholly owned subsidiary ("Powerfleet Sub"), and MiX Telematics, a public
company incorporated under the laws of the Republic of South Africa (the "MiX Combination"). On such closing date, Powerfleet
Sub acquired all the issued ordinary shares of MiX Telematics (including those represented by MiX Telematics' American Depositary
Shares) through the implementation of a scheme of arrangement (the "Scheme") in accordance with Sections 114 and 115 of the
South African Companies Act, No. 71 of 2008, as amended (the "Companies Act"), in exchange for shares of our common stock.
As a result, MiX Telematics became our indirect, wholly owned subsidiary.

 Our
Powerfleet for Warehouse solutions are designed to provide on-premise or in-facility asset and operator management, monitoring, and
visibility for warehouse trucks such as forklifts, man-lifts, tuggers and ground support equipment at airports. These solutions utilize
a variety of communications capabilities such as Bluetooth, WiFi, and proprietary radio frequency.

 Our
Powerfleet for Logistics solutions are designed to provide bumper-to-bumper asset management, monitoring, and visibility for over-the-road
based assets such as heavy trucks, dry-van trailers, refrigerated trailers and shipping containers and their associated cargo. These
systems provide mobile-asset tracking and condition-monitoring solutions to meet the transportation market's desire for greater
visibility, safety, security, and productivity throughout global supply chains.

 Our
Powerfleet for Vehicles solutions are designed both to enhance the vehicle fleet management process, whether it's a rental car,
a private fleet, or automotive original equipment manufacturer ("OEM") partners. We achieve this by providing critical information that
can be used to increase revenues, reduce costs and improve customer service.

 Our
patented technologies are a proven solution for organizations that must monitor and analyze their assets to improve safety, increase
efficiency, reduce costs, and drive profitability. Our offerings are sold under the global brands Powerfleet, Pointer, and Cellocator.

 We
have an established history of IoT device development and innovation creating devices that can withstand harsh and rugged environments.
With 46 patents and patent applications and over 25 years' experience, we believe we are well positioned to evolve our offerings
for even greater value to customers through our cloud-based applications for unified operations.

 We
deliver advanced data solutions that connect mobile assets to increase visibility, operational efficiency and profitability. Across our
spectrum of vertical markets, we differentiate ourselves by developing mobility platforms that collect data from unique sensors. Further,
because we are OEM agnostic, we help organizations view and manage their mixed assets homogeneously.
All of our solutions are paired with software as a service ("SaaS") and analytics platforms to provide an even deeper level of insights
and understanding of how assets are utilized and how drivers and operators operate those assets. These insights include a full set of
Key Performance Indicators ("KPIs") to drive operational and strategic decisions. Our customers typically get a return on their investment
in less than 12 months from deployment.

 Our
enterprise software applications have machine learning capabilities and are built to integrate with our customers' management systems
to provide a single, integrated view of asset and operator activity across multiple locations while providing real-time enterprise-wide
benchmarks and peer-industry comparisons. We look for analytics, as well as the data contained therein, to differentiate us from our
competitors, adding significant value to customers' business operations, and helping to contribute to their bottom line. Our solutions
also feature open application programming interfaces ("APIs") for additional integrations and development to boost other enterprise management
systems and third-party applications.

 We
market and sell our connected IoT data solutions to a wide range of customers in the commercial and government sectors. Our customers
operate in diverse markets, such as manufacturing, automotive manufacturing, wholesale and retail, food and grocery distribution, pharmaceutical
and medical distribution, construction, mining, utilities, aerospace, vehicle rental, as well as logistics, shipping, transportation,
and field services. Traditionally, these businesses have relied on manual, often paper-based, processes or on-premise legacy software
to operate their high-value assets, manage workforce resources, and distributed sites; and face environmental,
safety, and other regulatory requirements. In today's landscape, it is crucial for these businesses to invest in solutions that
enable easy analysis and sharing of real-time information.

 Our
Solutions

 We
provide critical actionable information that powers unified operations throughout organizations. We are solving the challenge of inefficient
data collection, real-time visibility, and analysis that leads to transformative business operations. Our SaaS cloud-based applications
take data from our IoT devices and ecosystem of third-party and partner applications to present actionable information for customers
to increase efficiencies, improve safety and security, and increase their profitability in easy-to-understand reports, dashboards, and
real-time alerts.

 Key
Applications of Our IoT Solutions

 We
provide real-time intelligence for organizations with high-value assets allowing them to make informed decisions and ultimately improve
their operations, safety, and bottom line. Our applications enable organizations to capture IoT data from various types of assets with
devices and sensors creating a holistic view for analysis and action.

 The
core applications that our IoT solutions address include:

 End-to-End
Visibility: Organizations with expensive assets such as vehicles, machinery, or equipment need to keep track of where the assets
are located, monitor for misuse, and understand how and when assets are being used. By having complete visibility of their assets, customers
can improve security, utilization and customer service. In addition, our visibility solutions help with personnel workflows and resource
management, freight visibility through load status, equipment availability status, dwell and idle time, geofencing, two-way temperature
control and management, multizone temperature monitoring, arrival and departure times, and supply chain allocation.

 Regulatory
Compliance: Businesses must comply with government regulations and provide proof of compliance, which is commonly an onerous
process to enforce and maintain. Our solutions provide critical data points and reports to help customers stay within compliance, avoid
fines for non-compliance, and automate the reporting process. We deliver real-time position reports, hours-of-service, temperature monitoring
and control, electronic safety checklists, workflow management, controlling vehicle access to only authorized operators, inspection reports,
and history logs of use.

 Improve
Safety: Our applications are designed to provide asset and operator management, monitoring, and visibility for safer environments.
Our solutions allow our customers to monitor their fleet of vehicles on various parameters, including but not limited to, vehicle location,
speed, engine fault codes, driver behavior, eco-driving, and ancillary sensors and can receive reports and alerts, either automatically
or upon request wirelessly via the internet, email, mobile phone or an SMS. In addition, our dash camera provides critical video capture
that can be used to help exonerate drivers when in accidents or help bolster training and coaching programs of employees. We also offer
preventative solutions such as safety warning products to alert vehicle operators of objects or pedestrians in their pathway to prevent
accidents, injuries, and damage. Our analytics platform features dashboards with KPIs and can help managers identify patterns, trends
and outliers that can be used as flags for interventions.

 Drive
Operational Efficiency & Productivity: To increase utilization of mobile assets, our solutions enable the identification
of a change in status, real-time location, geo-fencing alerts when an asset is approaching or leaving its destination, cargo status,
and on-board intelligence utilizing a motion sensor and proprietary logic that identifies the beginning of a drive and the end of a drive.
Having this information enables customers to increase capacity, speed of service, right-size their fleets, and improve communication
internally and with customers. In addition, customers can increase revenue per mile, reduce claims and claims processing times, and reduce
the number of assets needed. This is achieved through proving such things as two-way integrated workflows for drivers, control assignments
and work change, Electronic Driver Logging and automated record keeping for regulatory compliance, monitoring of asset pools and
geofence violations, and various reporting insights that flag under-utilized assets, the closest assets, and alerts on dwell time and
exceeding the allotted time for loading and unloading.

 We
help customers to automate processes and increase productivity of their employees. Our applications enable customers to determine where
operators are assigned and can temporarily reassign them based on peak needs, evaluate any disparity in the amount employees are paid
compared to the time they actually spend operating a vehicle. Our applications help answer the question of why does it take some employees
longer than others to do specific tasks, where to focus labor resources, and how to forecast vehicles and operators needed for future
workflow.

 In
addition, for our rental car vertical, our applications automatically upload vehicle identification number, mileage and fuel data as
a vehicle enters and exits the rental lot, which can significantly expedite the rental and return processes for travelers, and provide
the rental company with more timely inventory status, more accurate billing data that can generate higher fuel-related revenue, and an
opportunity to utilize customer service personnel for more productive activities, such as inspecting vehicles for damage and helping
customers with luggage.

 Our
solution for "car sharing" permits a rental car company to remotely control, track and monitor their rental vehicles wherever
they are parked. Whether for traditional "pod-based" rental or for the emerging rent-anywhere model, the system, through
APIs integrated into any rental company's fleet management system, (i) manages member reservations by smart phone or Internet,
and (ii) charges members for vehicle use by the hour.

 For
our customers with a variety of make-model-years in their fleet, we have developed an unmatched library of certified vehicle code interfaces
through our second-generation On-Board Diagnostics, industry standard. Our patented fleet management system helps
fleet owners improve asset utilization, reduce capital costs, and cut operating expenses, such as vehicle maintenance or service and
support.

 Increase
Security: Our solutions allow our customers to reduce theft and improve inventory management. Customers can lockdown their assets
with automated e-mail or text message alerts, emergency tracking of assets (higher frequency of reports) if theft is expected, geo-fencing
alerts when an asset enters a prohibited geography or location, and near real-time sensors that alert based on changes in temperature
and shock, among other things. We also provide stolen vehicle retrieval ("SVR") services. Most of the SVR products used to
provide our SVR services are mainly sold to (i) local car dealers and importers that in turn sell the products equipped in the vehicle
to the end users who purchase the SVR services directly from us, or (ii) leasing companies which purchase our SVR services in order to
secure their own vehicles.

 Reduce
Costs

 We
enable our customers to improve asset utilization, reduce capital costs, and cut operating expenses, such as vehicle maintenance or service
and support. Our solutions provide engine performance, machine diagnostics, fuel consumption, and battery life to improve preventative
maintenance scheduling, increase uptime, and gain a longer service life of equipment. Through our software applications, customers can
optimize capacity, analyze resource allocation, and improve utilization of assets to reduce capital expenses such as purchasing new or
leasing additional equipment. Our applications provide root cause analysis for any cargo claims and help with exoneration of drivers
in accidents via dash camera visibility.

 Analytics
and Machine Learning

 Our
analytics platforms provide our customers with a holistic view of their asset activity across their enterprise. For example, our image
machine learning system allows us to process images from our freight camera and other sources and identify key aspects of operations
and geospatial information such as location, work being accomplished, type of cargo, how cargo is loaded and if there are any visible
issues such as damage.

 Key
Performance Indicators & Benchmarks

 Our
cloud-based software applications provide a single, integrated view of asset activity across multiple locations, generating enterprise-wide
benchmarks, peer-industry comparisons, and deeper insights into asset operations. In addition, our customers can set real-time alerts
for exception-based reporting or critical activity that needs immediate attention. This enables management teams to make more informed,
effective decisions, raise asset performance standards, increase productivity, reduce costs, and enhance safety.

 Specifically,
our analytics platforms allow users to quantify best-practice enterprise benchmarks for asset utilization and safety, reveal variations
and inefficiencies in asset activity across both sites and geographic regions, or identify opportunities to eliminate or reallocate assets,
to reduce capital and operating costs. We provide an extensive set of decision-making tools and a variety of standard and customized
reports to help businesses improve overall operations.

 We
look for analytics and machine learning to make a growing contribution to drive platform and SaaS revenue, further differentiate our
offerings and add value to our solutions. We also use our analytics platform for our own internal platform quality control.

 Hosting
Services: We provide the use of our systems as a remotely hosted service, with the system server and application software residing
in our colocation center or on a cloud platform provider's infrastructure (e.g., Azure, AWS). This approach helps us reduce support
costs and improve quality control. It separates the system from the restrictions of the customers' local IT networks, which helps
reduce their system support efforts and makes it easier for them to receive the benefits of system enhancements and upgrades. Our hosting
services are typically offered with extended maintenance and support services over a multi-year term of service, with automatic renewals
following the end of the initial term.

 Software
as a Service: We provide system monitoring, help desk technical support, escalation procedure development, routine diagnostic
data analysis and software updates services as part of the ongoing contract term. These services ensure deployed systems remain in optimal
performance condition throughout the contract term and provide access to newly developed features and functions on an annual basis.

 Maintenance
Services: We provide a warranty on the hardware components of our system. During the warranty period, we either replace or repair
defective hardware. We also make extended maintenance contracts available to customers and offer ongoing maintenance and support on a
time and materials basis.

 Customer
Support and Consulting Services for Ease of Use, Adoption, and Added Value: We have developed a framework for the various phases
of system training and support that offer our customers both structure and flexibility. Major training phases include hardware installation
and troubleshooting, software installation and troubleshooting, "train-the-trainer" training on asset hardware operation,
preliminary software user training, system administrator training, information technology issue training, ad hoc training during system
launch and advanced software user training.

 Increasingly,
training services are provided through scalable online interactive training tools. Support and consulting services are priced based on
the extent of training that the customer requests. To help our customers derive the most benefit from our system, we supply a broad range
of documentation and support including videos, interactive online tools, hardware user guides, software manuals, vehicle installation
overviews, troubleshooting guides, and issue escalation procedures.

 We
provide our consulting services both as a standalone service to study the potential benefits of implementing an IoT business intelligence
solution and as part of the system implementation itself. In some instances, customers prepay us for extended maintenance, support and
consulting services. In those instances, the payment amount is recorded as deferred revenue and revenue is recognized over the service
period.

 Growth
Strategy

 Our
objective is to become a leading global provider of IoT SaaS solutions for high-value enterprise assets to drive optimized operations
and create safer environments. In 2023, we consolidated and augmented many of our existing capabilities on a single customer software
platform branded as "Unity." We have designed our Unity platform to enable rapid and deep integration with IoT devices and
third-party business systems to a highly scalable data pipeline that powers artificial intelligence-driven insights to help companies
save lives, time, and money. Unity is an increasingly important initiative to meet our objective of becoming a leading global provider
of IoT SaaS solutions for high-value enterprise assets to drive optimized operations and create safer environments. To achieve this goal,
we intend to prove value, retain and grow business with existing customers and pursue opportunities with new customers by:

 focusing
 our business solutions by vertical markets and go to market strategies to each market;

 positioning
 ourselves as an innovative thought leader;

 maintaining
 a world class sales and marketing team;

 identifying,
 seizing, and managing revenue opportunities;

 expanding
 our customer base, achieving wider market penetration and educating customers with mixed assets in their organization about our other
 applications;

 implementing
 improved marketing, sales and support strategies;

 shortening
 our initial sales cycles by helping our customers through:

 identifying
 and quantifying benefits expected from our solutions;

 accelerating
 transitions from implementation to roll-out; and

 building
 service revenue through long-term SaaS contracts;

 differentiating
 our product offering through analytics, machine learning, unique sensors, and value-added services;

 producing
 incremental revenue at a high profit margin; and

 expanding
 our partnerships and integrations.

 We
also plan to expand into new applications and markets by:

 pursuing
 opportunities to integrate our system with computer hardware and software vendors, including:

 OEMs;

 transportation
 management systems;

 warehouse
 management systems;

 labor
 and timecard systems;

 enterprise
 resource planning; and

 yard
 management systems.

 establishing
 relationships with global distributors; and

 evaluating
 and pursuing strategically sound acquisitions of companies.

 Sales
and Marketing

 Our
sales and marketing objectives are to achieve broad market awareness and penetration, with an emphasis both on expanding business opportunities
with existing customers and on securing new customers.

 We
market our systems directly to commercial and government organizations and through indirect sales channels, such as OEMs, vehicle importers,
distributors, and warehouse equipment dealers.

 In
addition, we are actively pursuing strategic relationships with key companies in our target markets - including complementary hardware
and software vendors and service providers - to further penetrate these markets by embedding our products in the assets our systems monitor
and integrating our solutions with other systems.

 We
sell our systems to corporate-level executives, division heads and site-level management within the enterprise. Typically, our initial
system deployment serves as a basis for potential expansion across the customer's organization.

 We
work closely with customers to demonstrate a return on investment, which is usually less than 12 months, and help maximize the utilization
and benefits of our system and demonstrate the value of enterprise-wide deployments. Post-implementation, we consult with our customers
to further extend and customize the benefits to the enterprise by delivering enhanced analytics capabilities.

 Customers

 We
market and sell our wireless solutions to a wide range of customers in the commercial and government sectors. Our customers operate in
diverse markets, such as automotive manufacturing, retail, food and grocery distribution, logistics, shipping, freight transportation,
heavy industry, wholesale distribution, manufacturing, aerospace and vehicle rental.

 We
enter into master agreements with our customers in the normal course of business. These agreements define the terms of any sales of products
and/or services by us to the applicable customer, including, but not limited to, terms regarding payment, support services, termination
and assignment rights. These agreements generally obligate us only when products or services are actually sold to the customer thereunder.

 We
strive to establish long-term relationships with our customers in order to maximize opportunities for new application development and
increased sales. Some of our global customers that benefit from the Company's combined solutions to power their specific IoT and
machine to machine mobility needs include Avis, Walmart, Toyota, and XPO Logistics. No individual customer generates revenue equal to
or greater than 10% of the Company's consolidated total revenue.

 Competition

 The
market for our solutions is rapidly evolving, highly competitive and fragmented. Our target markets are also subject to quickly changing
product technologies, shifting customer needs, regulatory requirements and frequent introductions of new products and services.

 In
each of our global markets, we encounter different competitors due to the dynamics of each market. A significant number of companies
have developed or are developing and marketing software and hardware for wireless products that currently compete or will compete directly
with our solutions. We compete with organizations varying in size, including many small, start-up companies as well as large, well-capitalized
organizations.

 While
some of our competitors focus exclusively on providing wireless asset management solutions, many are involved in wireless technology
as an extension of a broader business. Many of our larger competitors are able to dedicate extensive financial resources to the research
and development and deployment of wireless solutions. As government and commercial entities expand the use of wireless technologies,
we expect that competition will continue to increase within our target markets.

and Development

 Our
research and development team has expertise in areas such as hardware, software and firmware development and testing, database design
and data analytics, wireless communications, artificial intelligence methods, mechanical and electrical engineering, and both product
and project management. In addition, we utilize external contractors to supplement our team in the areas of software and firmware development,
digital design, test development and product-level testing.

 Generally,
our research and development efforts are focused on expanding the capabilities of our products; differentiating our offerings through
our Unity platform build, simplifying the implementation, support and utilization of our solutions, reducing the cost of our solutions,
increasing the reliability of our solutions, expanding the functionality of our solutions to meet customer and market requirements, applying
new advances in technology to enhance existing solutions, and building further competitive advantages through our intellectual property
portfolio.

 Intellectual
Property

 Patents

 We
attempt to protect our technology and products through a variety of intellectual property protections, including the pursuit of patent
protection in the United States and certain foreign jurisdictions. Because of the differences in patent laws and laws concerning proprietary
rights, the extent of protection provided by U.S. patents or proprietary rights owned by us may differ from that of their foreign counterparts.
Where strategically appropriate, we will attempt to pursue suspected violators of our patents and, whenever possible, monetize our intellectual
property.

 We
built a portfolio of patents and patent applications relating to various aspects of our technology and products, including our
wireless asset management systems, connected car products, and vehicle management systems. As of February 29, 2024, our patent
portfolio includes 39 U.S. patents, 3 pending U.S. patent applications, 2 pending foreign patent applications, and 2 foreign
patents. With the timely payment of all maintenance fees, the U.S. patents have expiration dates falling between 2024 and 2040. No
single patent or patent family is considered material to our business.

 Trademarks

 We
have, or have applied for, U.S. and/or foreign trademark protection for I.D. SYSTEMS and Design, the I.D. SYSTEMS Logo,
VEHICLE ASSET COMMUNICATOR, POWERFLEET, POWERFLEET VISION, POWERFLEET IQ,
POWERFLEET YARD, VERIWISE IQ, didBOX, FREIGHTCAM, KEYTROLLER, REEFERMATE,
POWERFLEET and DESIGN and CAMERA Design. Following the MiX Combination, we have additional trademarks for Mix Telematics,
Mix Telematics – Logo, Matrix Vehicle Tracking Logo, Datatrak, Tracking. Simply Sorted, Beame Character Device, Beame Logo 2012,
Beame Logo 2010, Mix-Drive, FM-WEB, Matrix – right by your side (2013 logo), Mix Vision, Mix Safedrive, FM Communicator, MIX ROVI,
Beame Logo, Our Customers Are People, Not Vehicles, Tripmaster, Life Takes You Places, Matrix Brings you Home, MiX Intuition, Recovery.
Simply Sorted, Geoloc Advanced Alert, MiX Now, Mix Recovery Protect, Mix Fleet Manager, Connected and Protected Fleet.

 We
attempt to avoid infringing known proprietary rights of third parties in our product development and sales efforts. However, it is difficult
to proceed with certainty in a rapidly evolving technological environment in which there may be numerous patent applications pending,
many of which are confidential at the time of the application filing, with regard to similar technologies. If we were to discover that
our products violate third-party proprietary rights, we may not be able to:

 obtain
 licenses to continue offering such products without substantial reengineering;

 re-engineer
 our products successfully to avoid infringement;

 obtain
 licenses on commercially reasonable terms, if at all;

 litigate
 an alleged infringement successfully; or

 settle
 without substantial expense and damage awards.

 Any
claims against us relating to the infringement of third-party proprietary rights, even if without merit, could result in the expenditure
of significant financial and managerial resources or in injunctions preventing us from distributing certain products. Such claims could
materially adversely affect our business, financial condition and results of operations.

 Our
software products are susceptible to unauthorized copying and uses that may go undetected, and policing such unauthorized use is difficult.
In general, our efforts to protect our intellectual property rights through patent, copyright, trademark and trade secret laws and contractual
safeguards may not be effective to prevent misappropriation of our technology, or to prevent the development and design by others of
products or technologies similar to, or competitive with, those developed by us. Our failure or inability to protect our proprietary
rights could materially and adversely affect our business, financial condition and results of operations.

 Manufacturing

 We
outsource our hardware manufacturing operations to contract manufacturers. This strategy enables us to focus on our core competencies
- designing hardware and software systems and delivering solutions to customers - and avoid investing in capital-intensive electronics
manufacturing infrastructure. Outsourcing also provides us with the ability to ramp up deliveries to meet increases in demand without
increasing fixed expenses.

 Our
manufacturers are responsible for obtaining the necessary components and supplies to manufacture our products. While components and supplies
are generally available from a variety of sources, manufacturers generally depend on a limited number of suppliers. In the past, unexpected
demand for communication products has caused worldwide shortages of certain electronic parts and allocation of such parts by suppliers
that had an adverse impact on the ability of manufacturers to deliver products as well as on the cost of producing such products.

 Due
to the general availability of manufacturers for our products, we do not believe that the loss of any of our manufacturers would have
a long-term material adverse effect on our business, although there could be a short-term adverse effect on our business.

 We
generally attempt to maintain sufficient inventory to meet customer demand for products, as well as to meet anticipated sales levels.
If our product mix changes in unanticipated ways, or if sales for particular products do not materialize as anticipated, we may have
excess inventory or inventory that becomes obsolete. In such cases, our operating results could be negatively affected.

 Government
Regulations

 The
use of radio emissions is subject to regulation in the United States by various federal agencies, including the Federal Communications
Commission (the "FCC") and the Occupational Safety and Health Administration. Various state agencies
also have promulgated regulations which concern the use of lasers and radio/electromagnetic emissions standards.

 Regulatory
changes in the United States and other countries in which we may operate in the future could require modifications to some of our products
in order for us to continue manufacturing and marketing our products in those areas.

 Our
products intentionally transmit radio signals, including narrow band and spread spectrum signals, as part of their normal operation.
We have obtained certification from the FCC for our products that require certification. Users of these products in the United States
do not require any license from the FCC to use or operate our products. To market and sell our integrated wireless solutions in the European
Union, we also utilize unlicensed radio spectra and have obtained the required European Norm certifications.

 In
addition, some of our operations use substances regulated under various federal, state and local laws governing the environment and worker
health and safety, including those governing the discharge of pollutants into the ground, air and water, the management and disposal
of hazardous substances and wastes and the cleanup of contaminated sites. Certain of our products are subject to various federal, state
and local laws governing chemical substances in electronic products.

 The
adoption of unfavorable regulations, or unfavorable interpretations of existing regulations by courts or regulatory bodies, could require
us to incur significant compliance costs, cause the development of the affected markets to become impractical or otherwise adversely
affect our ability to produce or market our products.

 Since
1996, our subsidiary Pointer Telocation Ltd. ("Pointer") has held an operational license, which is renewed on a regular basis,
from the Ministry of Communications in Israel to operate our wireless messaging system over 2 MHz in the 966 to 968 MHz radio spectrum
band. It also obtains licenses from the Israeli Ministry of Communications in order to manufacture, import, market and sell its products
in Israel.

 Our
subsidiary Pointer Argentina S.A. ("Pointer Argentina") obtains domestic licenses for the deployment of our SVR operation
in Argentina and local operators are required to obtain a specific license for their operations.

 We
are currently registered by the Federal Department of Security in Mexico to provide our services.

 Certain
of our South African subsidiaries, including Pointer SA (PTY) Ltd. ("Pointer South Africa"), are currently registered as
security service providers under the Private Security Industry Regulation Act, 2001 in South Africa. Our products are also listed with
the Independent Communications Authority of South Africa.

 While
the use of our cellular monitoring units does not require regulatory approvals, in Israel, the use of our radio frequency products is
subject to regulatory approvals from government agencies. In general, applications for regulatory approvals to date have not been problematic.
However, we cannot guarantee that approvals already obtained are or will remain sufficient in the view of regulatory authorities
indefinitely.

 Employees

 As of April 15,
2024, we had 780 total employees globally, 100% of whom are
full-time employees. We believe that our relationships with our employees are good.

 Recent
Developments

 Higher
interest rates and lingering inflation, fluctuations in currency values, continued supply chain disruptions, and ongoing
geopolitical conflicts, such as the wars between Russia and Ukraine and between Israel and Hamas, have resulted in significant
economic disruption and adversely impacted the broader global economy, including our customers and suppliers. Given the dynamic and
uncertain nature of the current macroeconomic environment, we cannot reasonably estimate the impact of such developments on our
financial condition, results of operations or cash flows into the foreseeable future. The ultimate extent of the effects of these
developments remain highly uncertain, and such effects could exist for an extended period of time.

 Other
Information

 I.D.
Systems, Inc. ("I.D. Systems") was incorporated in the State of Delaware in 1993. Powerfleet, Inc. was incorporated in the
State of Delaware in February 2019 for the purpose of effectuating the transactions pursuant to which we acquired Pointer (the "Pointer Merger").
Upon the closing of the Pointer Merger, Powerfleet became the parent entity of I.D. Systems and Pointer.

 Our
primary website is www.powerfleet.com. We make available on this website, free of charge, our annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments to those reports pursuant to Section 13(a) or 15(d) of the Exchange
Act as soon as reasonably practicable after we electronically file such material with, or furnish such information to, the SEC. Reports and other information we file with the SEC may also be viewed at
the SEC's website at www.sec.gov. We also make available on this website, free of charge, our Code of Ethics for Senior
Financial Officers, which applies to our principal executive officer, principal financial officer and principal accounting
officer.

 Item
1A. Risk Factors.

 In
addition to the other information contained in this Form 10-K, the following risk factors should be considered carefully
in evaluating the Company's business. Our business, financial condition or results of operations could be materially and adversely
affected by any of these risks. Additional risks not presently known to the Company or that the Company currently deems immaterial may
also adversely affect our business, financial condition or results of operations.

 Risk
Factor Summary

 Our
business is subject to numerous risks and uncertainties, including those highlighted in the section titled "Risk Factors"
immediately following this summary. These risks include, among others, the following:

 We
 may not realize the anticipated benefits and cost savings of the MiX Combination.

 Integrating
 our business and MiX Telematics' business may be more difficult, time-consuming or costly than expected.

 The
 market price for shares of our common stock may decline as a result of the MiX Combination, including as a result of some of our
 stockholders adjusting their portfolios.

 The
 MiX Combination may not be accretive, and may be dilutive, to the combined company's earnings per share, which may negatively
 affect the market price of shares of our common stock.

 We
 have incurred significant losses and have a substantial accumulated deficit. If we cannot achieve profitability, the market price
 of our common stock could decline significantly.

 The
 inability of our supply chain to deliver certain key components, such as semiconductors, could materially adversely affect our business,
 financial condition and results of operations.

 Our
 expansion into new products, services, and technologies subjects us to additional risks.

 If
 we are unable to keep up with rapid technological change, we may be unable to meet the needs of our customers, which could materially
 and adversely affect our financial condition and results of operations and reduce our ability to grow our market share.

 Inaccurate output from artificial intelligence could result in brand
and reputation damage.

 We
 are subject to breaches of our information technology systems, which could damage our reputation, vendor, and customer relationships,
 and our customers' access to our services.

 The
 industry in which we operate is highly competitive, and competitive pressures from existing and new companies could have a material
 adverse effect on our financial condition and results of operations.

 We
 may not be able to successfully execute our strategic initiatives or meet our long-term financial goals.

 We
 are an international company and may be susceptible to a number of political, economic and geographic risks that could harm our business.

 Conditions
 and changes in the global economic environment may adversely affect our business and financial results.

 The
 international scope of our business exposes us to risks associated with foreign exchange rates.

 We
 may need to obtain additional capital to fund our operations that could have negative consequences on our business.

 If
 the market for our technology does not develop or become sustainable, expands more slowly than we expect or becomes saturated, our
 revenues will decline and our financial condition and results of operations could be materially and adversely affected.

 We
 rely significantly on channel partners to sell our products, and disruptions to, or our failure to develop and manage our channel
 partners would harm our business.

 If
 we are unable to protect our intellectual property rights, our financial condition and results of operations could be materially
 and adversely affected.

 We
 have been, and may continue to become, involved in intellectual property disputes that could subject us to significant liability and divert the time and attention
 of our management and prevent us from selling our products.

 Our Israeli subsidiaries have incurred significant indebtedness.

 The terms of the A&R Credit Agreement restrict
 Powerfleet Israel's and Pointer's current and future operations, particularly their ability to respond to changes or
 take certain actions.

 In connection with the MiX Combination, we have incurred
 significant additional indebtedness to finance the redemption of our Series A preferred stock.

 The restatement of our previously issued consolidated financial statements and the related analysis and ongoing remedial
measures have been time-consuming and expensive and could expose us to additional risks that could materially adversely affect our financial
position, results of operations and cash flows.

 In connection with the preparation of our annual financial statements for the fiscal year ended December 31, 2023,
we identified material weaknesses in our internal control over financial reporting. Any failure to maintain effective internal control
over financial reporting could harm us.

 We
 rely on subcontractors to manufacture and deliver our products.

 Our
 manufacturers rely on a limited number of suppliers for several significant components used in our products.

 The
 federal government or independent standards organizations may implement significant regulations or standards that could adversely
 affect our ability to produce or market our products.

 Because
 our products are complex, they may have undetected errors or failures when they are introduced, which could seriously harm our business,
 and our product liability insurance may not adequately protect us.

 in practices of insurance companies in the markets in which we provide and sell our SVR services and products could adversely affect
 our revenues and growth potential.

 A
 decline in sales of consumer or commercial vehicles in the markets in which we operate could result in reduced demand for our products
 and services.

 A
 reduction in vehicle theft rates may adversely impact demand for our SVR services and products.

 The
 increasing availability of handheld general packet radio service GPRS devices may reduce the demand for our products for small fleet
 management.

 The
 use of our products is subject to international regulations.

 The
 adoption of industry standards that do not incorporate the technology we use may decrease or eliminate the demand for our services
 or products and could harm our results of operations.

 Our
 financial statements may not reflect certain payments we may be required to make to employees.

 Some
 of our employees in our subsidiaries are members of labor unions and a dispute between us and any such labor union could result in
 a labor strike that could delay or preclude altogether our ability to generate revenues in the markets where such employees are located.

 Under
 the current laws in jurisdictions in which we operate, we may not be able to enforce non-compete covenants and therefore may be unable
 to prevent our competitors from benefiting from the expertise of some of our former employees.

 Manufacturing
 of many of our products is highly complex, and an interruption by suppliers, subcontractors or vendors could adversely affect our
 business, financial condition or results of operations.

 If
 we lose our executive officers, or are unable to recruit additional personnel, our ability to manage our business could be materially
 and adversely affected.

 We
 provide financing to our customers for the purchase of our products, which may increase our credit risks in the event of a deterioration
 in a customer's financial condition or in global credit conditions.

 Our
 cash and cash equivalents could be adversely affected by a downturn in the financial and credit markets.

 impairment or intangible impairment charges may affect our results of operations in the future.

 We
 have operations located in Israel, and therefore our results may be adversely affected by political, military and economic conditions
 in Israel.

 Many
 of our employees in Israel are required to perform military reserve duty.

 Economic
 uncertainty and volatility in Mexico may adversely affect our business.

 Fluctuations in the value of the South African Rand may have a significant
impact on our reported revenue and results of operations, which may make it difficult to evaluate our business performance between reporting
periods.

 If we do not achieve applicable Broad-Based Black Economic Empowerment objectives in our South African businesses, we risk not being able to renew certain of our existing contracts
which service South African government and quasi-governmental customers, as well as not being awarded future corporate and governmental
contracts, each of which would result in the loss of revenue.

 Socio-economic inequality in South Africa or regionally may subject
us to political and economic risks, which may affect the ownership or operation of our business.

 The
 concentration of common stock ownership among our executive officers and directors could limit the ability of other stockholders
 of the Company to influence the outcome of corporate transactions or other matters submitted for stockholder approval.

 Future
 sales of our common stock, including sales of our common stock acquired upon the exercise of outstanding options, may cause the market
 price of our common stock to decline.

 Our
 Amended and Restated Certificate of Incorporation, as amended provides that the Court of Chancery of the State of Delaware will be the exclusive forum for certain legal actions between
 us and our stockholders, which could limit stockholders' ability to obtain a judicial forum viewed by the stockholders as more
 favorable for disputes with us or our directors, officers or employees, and the enforceability of the exclusive forum provision may
 be subject to uncertainty.

 Provisions
 of Delaware law or the Charter could delay or prevent an acquisition of the Company, even if the acquisition would be beneficial
 to our stockholders and could make it more difficult for stockholders to change our management.

 Risks
Related to Our Business

 We
may not realize the anticipated benefits and cost savings of the MiX Combination.

 The success of the
MiX Combination will depend, in part, on our ability to realize the anticipated benefits and cost savings from combining the two businesses.
Our ability to realize these anticipated benefits and cost savings is subject to certain risks, including, among others:

 the
 parties' ability to successfully combine their respective businesses;

 the
 risk that the combined businesses will not perform as expected;

 the
 extent to which the parties will be able to realize the expected synergies, which include realizing potential savings from re-assessing
 priority assets and aligning investments, eliminating duplication and redundancy, adopting an optimized operating model between both
 companies and leveraging scale, and creating value resulting from the combination of the two businesses;

 the
 possibility that the aggregate consideration being paid for MiX Telematics is greater than the value we will derive from the MiX
 Combination;

 the
 possibility that the combined company will not achieve the unlevered free cash flow that the parties have projected;

 the
 incurrence of additional indebtedness in connection with the MiX Combination and the resulting limitations placed on the combined
 company's operations; and

 the
 assumption of known and unknown liabilities of MiX Telematics, including potential tax and employee-related liabilities.

 If
we are not able to successfully integrate the businesses within the anticipated time frame, or at all, the anticipated cost savings,
synergies operational efficiencies and other benefits of the MiX Combination may not be realized fully or may take longer to realize
than expected, and the combined company may not perform as expected.

 Integrating
our business and MiX Telematics' business may be more difficult, time-consuming or costly than expected.

 We
and MiX Telematics have operated independently prior to completion of the MiX Combination on April 2, 2024, and there
can be no assurances that our businesses can be integrated successfully. It is possible that the integration process could result in
the loss of key employees, the disruption of our company's ongoing business or unexpected integration issues, such as higher
than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated.
Specifically, issues that must be addressed in integrating the operations of our company and MiX Telematics in order to realize the
anticipated benefits of the MiX Combination so that the combined business performs as expected include, among others:

 combining
 the companies' separate operational, financial, reporting and corporate functions;

 integrating
 the companies' technologies, products and services;

 identifying
 and eliminating redundant and underperforming operations and assets;

 harmonizing
 the companies' operating practices, employee development, compensation and benefit programs, internal controls and other policies,
 procedures and processes;

 addressing
 possible differences in corporate cultures and management philosophies;

 maintaining
 employee morale and retaining key management and other employees;

 attracting
 and recruiting prospective employees;

 consolidating
 the companies' corporate, administrative and information technology infrastructure;

 coordinating
 sales, distribution and marketing efforts;

 managing
 the movement of certain businesses and positions to different locations;

 maintaining
 existing agreements with customers and vendors and avoiding delays in entering into new agreements with prospective customers and
 vendors;

 coordinating
 geographically dispersed organizations; and

 effecting
 potential actions that may be required in connection with obtaining regulatory approvals.

 In
addition, at times, the attention of certain members of our management and our resources may be focused on the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt our ongoing
business and, consequently, the business of the combined company.

 The
market price for shares of our common stock may decline as a result of the MiX Combination, including as a result of some of our stockholders
adjusting their portfolios.

 The market value of our common stock at the time of
consummation of the MiX Combination varied significantly from the prices of our common stock on the date the Implementation Agreement
was executed, the date of our special meeting of stockholders relating to the MiX Combination and the closing date of the MiX Combination. The market price of our common stock may
decline if, among other things, the operational cost savings estimates in connection with the integration of ours and MiX Telematics'
businesses are not realized, or if the costs related to the MiX Combination are greater than expected. The market price also may decline
if we do not achieve the perceived benefits of the MiX Combination as rapidly or to the extent anticipated by financial or industry analysts
or if the effect of the MiX Combination on our financial position, results of operations or cash flows is not consistent with the expectations
of financial or industry analysts.

 In addition, sales of our common stock by our stockholders
after the completion of the MiX Combination may cause the market price of our common stock to decrease. Shareholders of MiX Telematics
may decide not to hold the shares of our common stock that they received in the MiX Combination. Certain of our other stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be
required to sell the shares of our common stock that they received in the MiX Combination. Such sales of our common stock could have the
effect of depressing the market price for our common stock and may take place promptly following the MiX Combination.

 Any of these events may make it more difficult for
us to sell equity or equity-related securities and have an adverse impact on the price of our common stock.

 The MiX Combination may not be accretive, and
may be dilutive, to the combined company's earnings per share, which may negatively affect the market price of shares of our common
stock.

 We currently believe the MiX Combination will result
in a number of benefits, including cost savings, operating efficiencies, and stronger demand for our products and services, and that the
MiX Combination will be accretive to our earnings. This belief is based, in part, on preliminary current estimates that may materially
change. In addition, future events and conditions, including adverse changes in market conditions, additional transaction and integration-related
costs and other factors such as the failure to realize some or all of the anticipated benefits of the MiX Combination, could decrease
or delay the accretion that is currently anticipated or could result in dilution. Any dilution of, or decrease in or delay of any accretion
to, the combined company's earnings per share could cause the price of shares of our common stock to decline or grow at a reduced
rate.

 We
have incurred significant losses and have a substantial accumulated deficit. If we cannot achieve profitability, the market price of
our common stock could decline significantly.

 As
of December 31, 2023, we had cash (including restricted cash) and cash equivalents of $19.3 million and working capital of $23.5 million.
Our primary sources of cash are cash flows from the sales of products and services, our holdings of cash, cash equivalents and investments
from the sale of our capital stock and borrowings under our credit facility. To date, we have not generated sufficient cash flow solely
from operating activities to fund our operations.

 We
incurred net losses of approximately $22.1 million (as restated), $16.9 million (as restated) and $17.3 million for the years ended
December 31, 2021, 2022 and 2023, respectively, and have incurred additional net losses since inception. At December 31, 2023, we
had an accumulated deficit of approximately $146.3 million. Our ability to increase our revenues from the sale of our solutions will
depend on our ability to successfully implement our growth strategy and the continued expansion of our markets. If our revenues do
not grow or if our operating expenses continue to increase, we may not be able to become profitable and the market price of our
common stock could decline.

 The
inability of our supply chain to deliver certain key components, such as semiconductors, could materially adversely affect our business,
financial condition and results of operations.

 Our
products contain a significant number of components that we source globally. If our supply chain fails to deliver products to us in
sufficient quality and quantity on a timely basis, we will be challenged to meet our customer order delivery timelines and could
incur significant additional expenses for expedited freight and other related costs. Similarly, many of our customers are dependent
on an ever-greater number of global suppliers to manufacture their products. These global supply chains have continued to be
adversely impacted by events outside of our control, including macroeconomic events, trade restrictions, economic recessions and
ongoing geopolitical conflicts. Over the past two years, we have experienced delays in supply chain deliveries, extended lead times
and shortages of key components, some raw material cost increases and slowdowns at certain production facilities. These disruptions
have delayed and may continue to delay the timing of some orders and expected deliveries of our products, which has impacted our
business and results of operations.

 Many
of the products we supply are reliant on semiconductors. Globally, there is an ongoing significant shortage of semiconductors. The semiconductor
supply chain is complex, with capacity constraints occurring throughout. We have and will continue to work closely with our suppliers
and customers to minimize any potential adverse impacts of the global semiconductor chip shortage and monitor the availability of semiconductor
chips and other key components, customer production schedules and any other supply chain inefficiencies that may arise. However, if we
are not able to mitigate the impact of the semiconductor chip shortage semiconductor shortage impact, any direct or indirect supply chain
disruptions may have a material adverse impact on our business, financial condition and results of operations.

 Our
expansion into new products, services, and technologies subjects us to additional risks.

 We
may have limited or no experience in our newer market segments, and our customers may not adopt our product or service offerings. These
offerings, which can present new and difficult technology challenges, may subject us to claims if customers of these offerings experience
service disruptions or failures or other quality issues. In addition, profitability, if any, in our newer activities may not meet our
expectations, and we may not be successful enough in these newer activities to recoup our investments in them. Failure to realize the
benefits of amounts we invest in new technologies, products, or services could result in the value of those investments being written
down or written off.

 If
we are unable to keep up with rapid technological change, we may be unable to meet the needs of our customers, which could materially
and adversely affect our financial condition and results of operations and reduce our ability to grow our market share.

 Our
market is characterized by rapid technological change and frequent new product announcements. Significant technological changes could
render our existing technology obsolete. We are active in the research and development of new products and technologies and in enhancing
our current products. However, research and development in our industry is complex and filled with uncertainty. For example, it is common
for research and development projects to encounter delays due to unforeseen problems, resulting in low initial volume production, fewer
product features than originally considered desirable and higher production costs than initially budgeted, any of which may result in
lost market opportunities. In addition, these new products may not adequately meet the requirements of the marketplace and may not achieve
any significant degree of market acceptance. If our efforts do not lead to the successful development, marketing and release of new products
that respond to technological developments or changing customer needs and preferences, our revenues and market share could be materially
and adversely affected. We may expend a significant amount of resources in unsuccessful research and development efforts. In addition,
new products or enhancements by our competitors may cause customers to defer or forego purchases of our products. Any of the foregoing
could materially and adversely affect our financial condition and results of operations and reduce our ability to grow our market share.

 Inaccurate
output from artificial intelligence could result in brand and reputation damage.

 Artificial
intelligence ("AI") is being integrated into a number of our solutions and/or products and could be a significant factor
in future service offerings. While AI can present significant benefits, it also presents risks and challenges to our business. Data sourcing,
technology, integration and process issues, program bias into decision-making algorithms, security challenges and the protection of personal
privacy could impair the adoption and acceptance of AI solutions. If the output from AI solutions are deemed to be inaccurate or questionable,
our brand and reputation may be harmed and we may potentially be subject to legal liability claims.

 We
are subject to breaches of our information technology systems, which could damage our reputation, vendor, and customer relationships,
and our customers' access to our services.

 Our
business operations require that we use and store sensitive data, including intellectual property and proprietary business information
in our secure data centers and on our networks. We face a number of threats to our data centers and networks in the form of unauthorized
access, security breaches and other system disruptions. It is critical to our business strategy that our infrastructure remains secure
and is perceived by customers and partners to be secure. We require usernames and passwords in order to access our information technology
systems. We also use encryption and authentication technologies to secure the transmission and storage of data. Despite our security
measures, our information technology systems have been, and may continue to be, subject to cybersecurity threats and incidents. Any such security
breach may compromise information used or stored on our networks and may result in significant data losses or theft of our, our customers',
or our business partners' intellectual property or proprietary business information. A cybersecurity breach could negatively affect
our reputation by adversely affecting the market's perception of the security or reliability of our products or services. In addition,
a cyber-attack could result in other negative consequences, including remediation costs, disruption of internal operations, increased
cybersecurity protection costs, lost revenues or litigation, which could have a material adverse effect on our business, results of operations
and financial condition.

 The
industry in which we operate is highly competitive, and competitive pressures from existing and new companies could have a material adverse
effect on our financial condition and results of operations.

 The
industry in which we operate is highly competitive and influenced by the following:

 advances
 in technology;

 new
 product introductions;

 evolving
 industry standards;

 product
 improvements;

 rapidly
 changing customer needs;

 intellectual
 property invention and protection;

 marketing
 and distribution capabilities;

 ability
 to attract and retain highly skilled professionals;

 competition
 from highly capitalized companies;

 entrance
 of new competitors;

 ability
 of customers to invest in information technology; and

 price
 competition.

 The
products marketed by us and our competitors are becoming more complex. As the technological and functional capabilities of future products
increase, these products may begin to compete with products being offered by traditional computer, network and communications industry
participants that have substantially greater financial, technical, marketing and manufacturing resources than we do.

 Although
we are not aware of any current competitors that provide the precise capabilities of our systems, we are aware of competitors that offer
similar approaches to address the customer needs that our products address. Those companies include both emerging companies with limited
operating histories and companies with longer operating histories, greater name recognition and/or significantly greater financial, technical
and marketing resources than ours.

 We
attempt to differentiate our solutions by continuing to innovate and by offering a choice of communication mode, patented battery management
technology, sensor options, and installation configurations.

 If
we do not keep pace with product and technology advances, including the development of superior products by our competitors, or if we
are unable to otherwise compete successfully against our competitors, there could be a material adverse effect on our competitive position,
revenues and prospects for growth. As a result, our financial condition and results of operations could be materially and adversely affected.

 We
may not be able to successfully execute our strategic initiatives or meet our long-term financial goals.

 We
have been engaged in strategic initiatives to focus on our core business to maximize long-term stockholder value, to improve our cost
structure and efficiency and to increase our selling efforts and developing new business. We cannot provide any assurance that we will
be able to successfully execute these or other strategic initiatives or that we will be able to execute these initiatives on our expected
timetable. We may not be successful in focusing our core business and obtaining operational efficiencies or replacing revenues lost as
a result of these strategic initiatives.

 We
are an international company and may be susceptible to a number of political, economic and geographic risks that could harm our business.

 We
are dependent on sales to customers outside the United States. Our international sales are likely to account for a significant percentage of our
products and services revenue for the foreseeable future. As a result, the occurrence of any international, political, economic or geographic
event (for example, continued global supply chain disruptions, inflation and other cost increases, and the conflict between Russia and
Ukraine and between Israel and Hamas) could result in a significant decline in our revenue. In addition,
compliance with complex foreign and U.S. laws and regulations that apply to our international operations will increase our cost of doing
business in international jurisdictions. These numerous and sometimes conflicting laws and regulations include internal control and disclosure
rules, data privacy and filtering requirements, anti-corruption laws, such as the Foreign Corrupt Practices Act, and other local laws
prohibiting corrupt payments to governmental officials, and anti-competition regulations, among others. Violations of these laws and
regulations could result in fines and penalties, criminal sanctions against us, our officers, or employees, prohibitions on the conduct
of our business and on our ability to offer our products and services in one or more countries, and could also materially affect our
brand, international expansion efforts, ability to attract and retain employees, business, and operating results. Although we plan to
implement policies and procedures designed to ensure compliance with these laws and regulations, there can be no assurance that our employees,
contractors, or agents will not violate our policies.

 Some
of the risks and challenges of doing business internationally include:

 unexpected
 changes in regulatory requirements;

 fluctuations
 in international currency exchange rates including its impact on unhedgeable currencies and our forecast variations for hedgeable
 currencies;

 imposition
 of tariffs and other barriers and restrictions;

 management
 and operation of an enterprise spread over various countries;

 the
 burden of complying with a variety of laws and regulations in various countries;

 application
 of the income tax laws and regulations of multiple jurisdictions, including relatively low-rate and relatively high-rate jurisdictions,
 to our sales and other transactions, which results in additional complexity and uncertainty;

 the
 conduct of unethical business practices in certain developing countries;

 general
 economic and geopolitical conditions, including inflation and trade relationships;

 war
 and acts of terrorism;

 kidnapping
 and high crime rate;

 natural
 disasters or pandemics (for example, the COVID-19 pandemic);

 availability
 of U.S. dollars especially in countries with economies highly dependent on resource exports, particularly oil; and

 changes
 in export regulations.

 While
these factors and the impacts of these factors are difficult to predict, any one or more of them could adversely affect our business,
financial condition and results of operations in the future.

 Conditions
and changes in the global economic environment may adversely affect our business and financial results.

 The
global economy continues to be adversely affected by stock market volatility, tightening of credit markets, concerns of inflation,
adverse business conditions and liquidity concerns, as well as recent bank failures. These events and the related uncertainty about
future economic conditions could negatively impact our customers and, among other things, postpone their decision-making, decrease
their spending and jeopardize or delay their ability or willingness to make payment obligations, any of which could adversely affect
our business and results of operations. Uncertainty about current global economic conditions, in particular as a result of the
continued global supply chain disruptions, inflation and other cost increases, and the conflicts between Russia and Ukraine and
between Israel and Hamas, and recent bank failures, could also cause volatility of our stock price. During periods of economic
downturns, our customers may decrease their demand for wireless technology solutions, as well as the maintenance, support and
consulting services we provide. This slowdown may have an adverse effect on the wireless solutions industry in general and on demand
for our products and services, but the magnitude of that impact is uncertain. Our future growth is dependent, in part, upon the
demand for our products and services. Prolonged weakness in the economy may cause business enterprises to delay or cancel wireless
solutions projects, reduce their overall wireless solutions budgets and/or reduce or cancel orders for our services. This, in turn,
may lead to longer sales cycles, delays in purchase decisions, and payment and collection issues, and may also result in price
pressures, causing us to realize lower revenues and operating margins. Additionally, if our customers cancel or delay their wireless
solutions initiatives, our business, financial condition and results of operations could be materially and adversely affected. If
the current uncertainty in the general economy does not change or continue to improve, our business, financial condition and results
of operations could be harmed.

 The
international scope of our business exposes us to risks associated with foreign exchange rates.

 We
report our financial results in U.S. dollars. However, a significant portion of our net sales, assets, indebtedness and other liabilities,
and costs are denominated in foreign currencies. These currencies include, among others, the Euro, Israeli shekel, British pound sterling,
Mexican peso, Argentine peso, Brazilian real and South African rand.

 In
addition, several emerging market economies are particularly vulnerable to the impact of rising interest rates, inflationary pressures,
and large external deficits. Risks in one country can limit our opportunities for growth and negatively affect our operations in another
country or countries. As a result, any such unfavorable conditions or developments could have an adverse impact on our operations. Our
results of operations and, in some cases, cash flows, have in the past been, and may in the future be, adversely affected by movements
in exchange rates. In addition, we may also be exposed to credit risks in some of those markets. We may implement currency hedges or
take other actions intended to reduce our exposure to changes in foreign currency exchange rates. If we are not successful in mitigating
the effects of changes in exchange rates on our business, any such changes could materially impact our results.

 We
may need to obtain additional capital to fund our operations that could have negative consequences on our business.

 We
may require additional capital in the future to develop and commercialize additional products and technologies or take advantage of other
opportunities that may arise, including potential acquisitions. We may seek to raise the necessary funds through public or private equity
offerings, debt financings, additional operating improvements, asset sales or strategic alliances and licensing arrangements.

 To
the extent we raise additional capital by issuing equity securities, our existing
stockholders may experience substantial dilution. In addition, we may be required to relinquish rights to our technologies or systems,
or grant licenses on terms that are not favorable to us in order to raise additional funds through strategic alliance, joint venture
and licensing arrangements. We cannot provide assurance that the additional sources of funds will be available, or if available, would
have reasonable terms. If adequate funds are not available, we may be required to delay, reduce the scope of or eliminate one or more
of our development programs, and our business, financial condition, results of operations and stock price could be materially and adversely
affected.

 If
the market for our technology does not develop or become sustainable, expands more slowly than we expect or becomes saturated, our revenues
will decline and our financial condition and results of operations could be materially and adversely affected.

 Our
success is highly dependent on the continued market acceptance of our solutions. The market for our products and services is new and
rapidly evolving. If the market for our products and services does not become sustainable, or becomes saturated with competing products
or services, our revenues will decline and our financial condition and results of operations could be materially and adversely affected.

 We
rely significantly on channel partners to sell our products, and disruptions to, or our failure to develop and manage our channel partners
would harm our business.

 Recruiting
and retaining qualified channel partners and training them in our technology and product offerings requires significant time and resources.
In order to develop and expand our distribution channel, we must continue to scale and improve our processes and procedures that support
our channel, including investment in systems and training. Those processes and procedures may become increasingly complex and difficult
to manage as we grow our organization. We have no minimum purchase commitments from any of our channel partners, and our contracts with
these channel partners do not prohibit them from offering products or services that compete with ours. Our competitors may provide incentives
to existing and potential channel partners to favor their products or to prevent or reduce sales of our products. Our channel partners
may choose not to offer our products exclusively or at all. Establishing relationships with channel partners who have a history of selling
our competitors' products may also prove to be difficult. Our failure to establish and maintain successful relationships with channel
partners would harm our business and operating results.

 If
we are unable to protect our intellectual property rights, our financial condition and results of operations could be materially and
adversely affected.

 We
rely on a combination of patents, copyrights, trademarks, trade secrets and contractual measures to protect our intellectual property
rights. Third parties may seek to challenge, invalidate, circumvent or render unenforceable any patents or proprietary rights owned by
us. If such challenges are successful, our business will be materially and adversely affected.

 Our
employees, consultants and advisors enter into confidentiality agreements with us that prohibit the disclosure or use of our confidential
information. We also have entered into confidentiality agreements to protect our confidential information delivered to third parties
for research and other purposes. Despite these efforts, we cannot assure you that we will be able to effectively enforce these agreements
or our confidential information will not be disclosed, that others will not independently develop substantially equivalent confidential
information and techniques or otherwise gain access to our confidential information or that we can meaningfully protect our confidential
information.

 Disputes
may arise in the future with respect to the ownership of rights to any technology developed with advisors or collaborators. These and
other possible disagreements could lead to delays in the collaborative research, development or commercialization of our systems, or
could require or result in costly and time-consuming litigation that may not be decided in our favor. Any such event could materially
and adversely affect our financial condition and results of operations.

 Policing
the unauthorized use of our intellectual property is difficult, and we cannot assure you that the steps we have taken will prevent unauthorized
use of our technology or other intellectual property, particularly in foreign countries where the laws may not protect our proprietary
rights as fully as in the United States. Accordingly, we may not be able to protect our proprietary rights against unauthorized third
party copying or use. If we are unsuccessful in protecting our intellectual property, we may lose any technological advantages we have
over competitors and our financial condition and results of operations could be materially and adversely affected.

 We
have been, and may continue to become, involved in intellectual property disputes that could subject us to significant liability, divert the time and attention
of our management and prevent us from selling our products, any of which could materially and adversely affect our financial condition
and results of operations.

 In
recent years, there has been significant litigation in the United States and internationally involving claims of alleged infringement
of patents and other intellectual property rights. Litigation has been, and may continue to be, necessary to enforce our intellectual property rights, defend ourselves
against alleged infringement and determine the scope and validity of our intellectual property rights.

 Any
such litigation, whether or not successful, could result in substantial costs, divert the time and attention of our management and prevent
us from selling our products. If a claim of patent infringement was decided against us, we could be required to, among other things:

 pay
 substantial damages to the party making such claim;

 stop
 selling, making, having made or using products or services that incorporate the challenged intellectual property;

 obtain
 from the holder of the infringed intellectual property right a license to sell, make or use the relevant technology, which license
 may not be available on commercially reasonable terms, or at all; or

 redesign
 those products or services that incorporate such intellectual property.

 The
failure to obtain the necessary licenses or other rights could preclude the sale, manufacture or distribution of our products and could
materially and adversely affect our financial condition and results of operations.

 Our
Israeli subsidiaries have incurred significant indebtedness.

 On March 18, 2024, Powerfleet Israel Ltd. ("Powerfleet
Israel") and Pointer entered into an amended and restated credit agreement (the "A&R Credit Agreement"), with Bank
Hapoalim B.M. ("Hapoalim"), which refinanced the facilities under, and amended and restated, the prior credit agreement, dated
August 19, 2019 (as amended, the "Prior Credit Agreement"). The A&R Credit Agreement provides Powerfleet Israel with two
senior secured term loan facilities denominated in New Israeli Shekel ("NIS") in an aggregate principal amount of $30 million
(comprised of two facilities in the aggregate principal amounts of $20 million and $10 million, respectively ("Facility A"
and "Facility B," respectively, and collectively, the "Term Facilities")), and two revolving credit facilities
to Pointer in an aggregate principal amount of $20 million (comprised of two revolvers in the aggregate principal amounts of $10 million
and $10 million, respectively ("Facility C" and "Facility D," respectively, and, collectively, the "Revolving
Facilities" and, together with the Term Facilities, the "Credit Facilities")). The outstanding amount under the facilities
made available pursuant to the Prior Credit Agreement was approximately NIS 40.1 million, or $11.1 million, as of December 31, 2023. On
March 18, 2024, Powerfleet Israel drew down $30 million in cash under the Term Facilities and used the proceeds to prepay approximately
$11.2 million, representing the remaining outstanding balance, of the term loans extended to Powerfleet Israel under the Prior Credit
Agreement and distributed the remaining proceeds to Powerfleet. Such indebtedness will have the effect, among other things, of reducing
Powerfleet Israel's and Pointer's flexibility to respond to changing business and economic conditions, will increase our borrowing
costs and, because such indebtedness is subject to floating interest rates and exposed to foreign currency fluctuations, may increase
Powerfleet Israel's and Pointer's vulnerability to fluctuations in market interest and foreign exchange rates. The A&R
Credit Agreement continues to require Powerfleet Israel and Pointer to satisfy various covenants, including negative covenants that directly
or indirectly restrict our ability to engage in certain transactions without the consent of the lender. The indebtedness continues to
be secured by first ranking and exclusive fixed and floating charges, including by Powerfleet Israel over the entire share capital of
Pointer and by Pointer over all of its assets, as well as cross guarantees between Powerfleet Israel and Pointer. This may also make it
more difficult for us to engage in future transactions without the consent of the lender. The increased levels of indebtedness could also
reduce funds available to engage in investments in product development, capital expenditures and other activities and may create competitive
disadvantages for us relative to other companies with lower debt levels. We may be required to raise additional financing for working
capital, capital expenditures, acquisitions or other general corporate purposes. Our ability to arrange additional financing will depend
on, among other factors, our financial position and performance, as well as prevailing market conditions and other factors beyond its
control. We cannot assure you that we will be able to obtain additional financing on terms acceptable to us or at all.

 The terms of the A&R Credit Agreement restrict
Powerfleet Israel's and Pointer's current and future operations, particularly their ability to respond to changes or to take
certain actions.

 The A&R Credit Agreement contains a number of
restrictive covenants that impose significant operating and financial restrictions on Powerfleet Israel and Pointer and limits their ability
to engage in acts that may be in their long-term best interest, including restrictions on their ability to:

 incur or guarantee additional indebtedness;

 incur liens;

 sell or otherwise dispose of assets;

 enter into transactions with affiliates; and

 enter into new lines of business.

 The A&R Credit Agreement also limits the ability
of Powerfleet Israel and Pointer to consolidate or merge with or into another person.

 In addition, the covenants in the A&R
Credit Agreement require Powerfleet Israel and Pointer to maintain specified financial ratios, tested quarterly. Their ability to meet
those financial ratios can be affected by events beyond their control, and they may be unable to meet them.

 A breach of the covenants or restrictions under the
A&R Credit Agreement could result in an event of default, which may allow the lender to accelerate the indebtedness thereunder. In
addition, an event of default under the A&R Credit Agreement would permit the lender to terminate all commitments to extend further
credit pursuant to the Revolving Facilities. Furthermore, if Powerfleet Israel and Pointer are unable to repay the amounts due and payable
under the A&R Credit Agreement, the lender could proceed against the collateral granted to it to secure the indebtedness under the
A&R Credit Agreement. In the event the lender accelerates the repayment of borrowings, Powerfleet Israel and Pointer may not have
sufficient assets to repay that indebtedness.

 As a result of these restrictions, we may be:

 limited in our flexibility in planning for, or reacting to, changes in our business and the markets we serve;

 unable to raise additional debt or equity financing to fund working capital, capital expenditures, new product development expenses and other general corporate requirements; or

 unable to compete effectively or to take advantage of new business or strategic acquisition opportunities.

 These restrictions may affect our ability to grow
in accordance with our strategy.

 In connection with the MiX Combination, we have
incurred significant additional indebtedness to finance the redemption of our Series A preferred stock.

 The closing of debt and/or equity financing in an
amount sufficient to provide for the redemption in full in cash of all outstanding shares of our Series A Preferred Stock was a condition
to closing the MiX Combination. On March 7, 2024, we, together with certain of our wholly owned subsidiaries, entered into a facilities
agreement (the "Facilities Agreement") with FirstRand Bank Limited (acting through its Rand Merchant Bank division) ("RMB"),
pursuant to which RMB agreed to provide us with two term loan facilities in an aggregate principal amount of $85 million, the proceeds
of which may be used to redeem all the outstanding shares of the Series A Preferred Stock and for general corporate purposes. On March
13, 2024, we drew down all $85 million available under such facilities. On April 2, 2024, concurrently with the closing of the MiX Combination,
we used the net proceeds received from RMB and from incremental borrowing capacity as a result of the refinancing of Credit Facilities
to redeem in full all of the outstanding shares of the Series A Preferred Stock. Such indebtedness will have the effect of, among other
things, reducing our flexibility to respond to changing business and economic conditions, will increase our borrowing costs and, to the
extent that such indebtedness is subject to floating interest rates, may increase our vulnerability to fluctuations in market interest
rates. The increased levels of indebtedness could also reduce funds available to fund efforts to combine our and MiX Telematics'
businesses and realize expected benefits of the MiX Combination and/or engage in investments in product development, capital expenditures
and other activities and may create competitive disadvantages for the combined company relative to other companies with lower debt levels.

 The restatement of
our previously issued consolidated financial statements and the related analysis and ongoing remedial measures have been time consuming
and expensive and could expose us to additional risks that could materially adversely affect our financial position, results of operations
and cash flows.

 As discussed in the Explanatory
Note to this Form 10-K and in Note 2 to our consolidated financial statements included in this Form
10-K, we have restated our previously issued audited consolidated financial statements for the fiscal years ended December 31, 2021 and
2022 and our unaudited consolidated financial statements covering each of the interim periods during the 2022 and 2023 fiscal years. These
restatements have been, and the remediation efforts we have begun to undertake are and will be, time-consuming and expensive and could
expose us to a number of additional risks that could materially adversely affect our financial position, results of operations and cash
flows.

 In particular, we have incurred significant
expenses, including audit, legal, consulting and other professional fees, in connection with the restatement of our previously issued
financial statements and the ongoing remediation of material weaknesses in our internal control over financial reporting. We are implementing and will continue to implement
additional processes to address such material weaknesses utilizing existing resources and adding new resources as needed. To the extent
these steps are not successful, we could be forced to incur additional time and expense. Our management's attention has also been
diverted from the operation of our business in connection with the restatements and ongoing remediation of material weaknesses in our
internal controls. In addition, the restatements and related matters could impair our reputation and could cause our stakeholders to
lose confidence in us, which could have an adverse effect on our business, results of operations, financial condition and stock price.

 In connection with the preparation of our annual
financial statements for the fiscal year ended December 31, 2023, we identified material weaknesses in our internal control over financial
reporting. Any failure to maintain effective internal control over financial reporting could harm us.

 Our management is responsible for
establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements in accordance with U.S. generally accepted accounting principles. We identified material weaknesses in our internal
control over financial reporting as of December 31, 2023, which have not been remediated (see Item 9A of this Form 10-K for more
information). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be
prevented or detected on a timely basis. Our management has concluded that material weaknesses in our internal control over
financial reporting existed as of December 31, 2023 due to the lack of controls related to accounting for the redemption premium on
convertible redeemable preferred stock, the determination of standalone selling price, capitalized software costs and the financial
statement close process.

 We are still considering the full extent of the procedures
to implement in order to remediate the material weaknesses described above. As part of the business combination with MiX Telematics, we
expect to migrate our central corporate accounting function to MiX Telematics' central corporate accounting function and team. Benefits
from this migration will include:

 Implementation of a new enterprise resource planning ("ERP") system;

 Access to a larger and highly qualified team; and

 Mature internal risk team who are responsible for ensuring systems, process and controls are clearly documented and widely understood and followed throughout the organization.

 The material weakness for the measurement and valuation of the convertible
redeemable preferred stock that necessitated the need to restate prior period financial statements will not require remediation in 2024
as all of the outstanding shares of the Series A Preferred Stock were redeemed in full in April 2024.

 Additionally, the current remediation plan includes:
(i) utilizing external resources to support our efforts to rework certain control gaps across the various processes in Israel and the
United States with identified deficiencies; (ii) implementing enhanced documentation associated with management review controls and validation
of the completeness and accuracy of key reports in Israel and the United States; and (iii) training relevant personnel to reinforce existing
policies and enhancing policies with regard to appropriate steps and procedures required to be performed related to the execution and
documentation of internal controls. We cannot assure you that any of our remedial measures will be effective in resolving this material
weakness or that we will not suffer from other material weaknesses in the future.

 If our management is unable to conclude that we have
effective internal control over financial reporting, or to certify the effectiveness of such controls, or if additional material weaknesses
in our internal controls are identified in the future, we could be subject to regulatory scrutiny and a loss of public confidence, which
could have a material adverse effect on our business and our stock price. In addition, if we do not maintain adequate financial and management
personnel, processes and controls, we may not be able to manage our business effectively or accurately report our financial performance
on a timely basis, which could cause a decline in our common stock price and adversely affect our results of operations and financial
condition.

 We
rely on subcontractors to manufacture and deliver our products. Any quality or performance failures by our subcontractors or changes
in their financial condition could disrupt our ability to supply quality products to our customers in a timely manner, resulting in business
interruptions, increased costs, claims for damages, reputation damage and reduced revenue.

 In
order to meet the requirements under our customer contracts, we rely on subcontractors to manufacture and deliver our products to our
customers. Any quality or performance failures by our subcontractors or changes in their financial or business condition could disrupt
our ability to supply quality products to our customers in a timely manner. If we are unable to fulfill orders from our customers in
a timely manner, we could experience business interruptions, increased costs, damage to our reputation and loss of our customers. In
addition, we may be subject to claims from our customers for failing to meet our contractual obligations. Although we have several sources
for production, the inability to provide our products to our customers in a timely manner could result in the loss of customers and our
revenues could be materially reduced. In addition, there is great competition for the most qualified and competent subcontractors. If
we are unable to hire qualified subcontractors, the quality of our services and products could decline. Furthermore, third-party manufacturers
in the electronic component industry are consolidating. The consolidation of third-party manufacturers may give remaining manufacturers
greater leverage to increase the prices that they charge, thereby increasing our manufacturing costs. If this were to occur and we are
unable to pass the increased costs onto our customers, our profitability could be materially and adversely affected.

 Our
manufacturers rely on a limited number of suppliers for several significant components and raw materials used in our products. If we
or our manufacturers are unable to obtain these components or raw materials on a timely basis, we will be unable to meet our customers'
orders, which could reduce our revenues, subject us to claims for damages and adversely affect our relationships with our customers.

 We
rely on a limited number of suppliers for the components and raw materials used in our products. Although there are many suppliers for
most of our component parts and raw materials, we are dependent on a limited number of suppliers for many of our significant components
and raw materials. This reliance involves a number of significant risks, including:

 unavailability
 of materials and interruptions in delivery of components and raw materials from our suppliers, which could result in manufacturing
 delays; and

 fluctuations
 in the quality and price of components and raw materials.

 We
currently do not have any long-term or exclusive purchase commitments with any of our suppliers. In addition, our suppliers may enter
into exclusive arrangements with our competitors, be acquired by our competitors, or stop selling their products or components to us
on commercially reasonable terms or at all. We may not be able to develop alternative sources for the components and raw materials. Even
if alternate suppliers are available to us or our manufacturers, identifying them is often difficult and time consuming. If we or our
manufacturers are unable to obtain an ample supply of product or raw materials from our existing suppliers or alternative sources of
supply, we may be unable to satisfy our customers' orders, which could reduce our revenues, subject us to claims for damages and
adversely affect our relationships with our customers.

 Because
our products are complex, they may have undetected errors or failures when they are introduced, which could seriously harm our business,
and our product liability insurance may not adequately protect us.

 Technical
products like ours often contain undetected errors or failures when first introduced. Despite our efforts to eliminate these flaws, there
still may be errors or failures in our products, even after the commencement of commercial shipments. We provide a reserve at the time
of shipment, which may not be sufficient to cover actual repair costs. Because our products are used in business-critical applications,
we could be subject to product liability claims if our systems fail to perform as intended. Even unsuccessful claims against us could
result in costly litigation and the diversion of management's time and resources and could damage our reputation and impair the
marketability of our systems. Although we maintain insurance, there are no assurances that:

 our
 insurance will provide adequate coverage against potential liabilities if our products cause harm or fail to perform as promised;
 or

 adequate
 product liability insurance will continue to be available to us in the future on commercially reasonable terms or at all.

 If
our insurance is insufficient to pay any product liability claims, our financial condition and results of operations could be materially
and adversely affected. In addition, any such claims could permanently injure our reputation and customer relationships.

in practices of insurance companies in the markets in which we provide and sell our SVR services and products could adversely affect
our revenues and growth potential.

 We
depend on the practices of insurance companies in the markets in which we provide our SVR services and sell our SVR products. In Israel,
which is our main SVR market, most of the insurance companies either mandate the use of SVR services and products for certain cars, or
their equivalent, as a prerequisite for providing insurance coverage to owners of certain medium and high-end vehicles, or provide insurance
premium discounts to encourage vehicle owners to subscribe to services and purchase products such as ours. Therefore, we rely on insurance
companies' continued practice of accepting vehicle location and recovery technology as a preferred security product.

 If
any of these policies or practices changes, for regulatory or commercial reasons, or if market prices for these services fall, revenues
from sales of our SVR services and products, primarily in Israel, could decline, which could adversely affect our revenues and growth
potential.

 A
decline in sales of consumer or commercial vehicles in the markets in which we operate could result in reduced demand for our products
and services.

 Our
products are primarily installed before or immediately after the initial sale of private or commercial vehicles. Consequently, a reduction
in sales of new vehicles could reduce our market for services and products. New vehicle sales may decline for various reasons, including
inflation, an increase in new vehicle tariffs, taxes or gas prices, an increased difficulty in obtaining credit or financing in the applicable
local or global economy, or the occurrence of natural disasters or public health crises, such as the COVID-19 pandemic. A decline in
sales of new vehicles in the markets in which we operate could result in reduced demand for our services and products.

 A
reduction in vehicle theft rates may adversely impact demand for our SVR services and products.

 Demand
for our SVR services and products, depends primarily on prevailing or expected vehicle theft rates. Vehicle theft rates may decline as
a result of various factors such as the availability of improved security systems, implementation of improved or more effective law enforcement
measures, or improved economic or political conditions in markets that have high theft rates. If vehicle theft rates in some of, or entire
of, our existing markets decline, or if insurance companies or our other customers believe that vehicle theft rates have declined or
are expected to decline, demand for our SVR services and products may decline.

 The
increasing availability of handheld GPRS devices may reduce the demand for our products for small fleet management.

 The
increasing availability of low-cost handheld GPRS devices and smartphones may result in a decrease in the demand for our products by
managers of small auto fleets or providers of low-level services. The availability of such devices has expanded considerably in recent
years. Any such decline in demand for our products could cause a decline in our revenues and profitability.

 The
use of our products is subject to international regulations.

 The
use of our products is subject to regulatory approvals of government agencies in each of the countries in which our systems are operated,
including Israel. Our operators typically must obtain authorization from each country in which our systems and products are installed.
While in general, operators have not experienced problems in obtaining regulatory approvals to date, the regulatory schemes in each country
are different and may change from time to time. We cannot guarantee that approvals, which our operators have obtained, will remain sufficient
in the view of regulatory authorities. In addition, we cannot assure you that third party operators of our systems and products will
obtain licenses and approvals in a timely manner in all jurisdictions in which we wish to sell our systems or that restrictions on the
use of our systems will not be unduly burdensome.

 The
adoption of industry standards that do not incorporate the technology we use may decrease or eliminate the demand for our services or
products and could harm our results of operations.

 There
are no established industry standards in all of the businesses in which we sell our products. For example, vehicle location devices may
operate by employing various technologies, including network triangulation, GPS, satellite-based or network-based cellular or direction-finding
homing systems. The development of industry standards that do not incorporate the technology we use may decrease or eliminate the demand
for our services or products and we may not be able to develop new services and products that are in compliance with such new industry
standards on a cost-effective basis. If industry standards develop and such standards do not incorporate our products and we are unable
to effectively adapt to such new standards, such development could harm our results of operations.

 Our
financial statements may not reflect certain payments we may be required to make to employees.

 In
certain countries, we are not required to reflect future severance fees in our liabilities. In countries such as Argentina, Brazil and
Mexico, companies do not generally dedicate amounts to potential future severance payments. Nonetheless, in such cases, companies must
pay a severance payment in cash upon termination of employment. We also do not have a provision in our financial statements for potential
future severance payments in the above countries and instead such expenses are recorded when such payments are actually made upon termination
of employment. As a result, our financial statements may not adequately reflect possible future severance payments.

 Some
of our employees in our subsidiaries are members of labor unions and a dispute between us and any such labor union could result in a
labor strike that could delay or preclude altogether our ability to generate revenues in the markets where such employees are located.

 Some
of our employees in our subsidiaries are members of labor unions. If a labor dispute were to develop between us and our unionized employees,
such employees could go on strike and we could suffer work stoppage for a significant period of time. A labor dispute can be difficult
to resolve and may require us to seek arbitration for resolution, which can be time-consuming, distracting to management, expensive and
difficult to predict. The occurrence of a labor dispute with our unionized employees could delay or preclude altogether our ability to
generate revenues in the markets where such employees are located. In addition, labor disputes with unionized employees may involve substantial
demands on behalf of the unionized employees, including substantial wage increases, which may not be correlated with our performance,
thus impairing our financial results. Furthermore, labor laws applicable to our subsidiaries may vary and there is no assurance that
any labor disputes will be resolved in our favor.

 Under
the current laws in jurisdictions in which we operate, we may not be able to enforce non-compete covenants and therefore may be unable
to prevent our competitors from benefiting from the expertise of some of our former employees.

 We
currently have non-competition agreements with many of our employees. However, due to the difficulty of enforcing non-competition agreements
globally, not all of our employees in foreign jurisdictions have such agreements. These agreements generally prohibit our employees,
if they cease working for the Company, from directly competing with us or working for our competitors for a certain period of time following
termination of their employment agreements. Israeli courts have required employers seeking to enforce non-compete undertakings of a former
employee to demonstrate that the competitive activities of the former employee will harm one of a limited number of material interests
of the employer which have been recognized by the courts, such as the secrecy of a company's confidential commercial information
or its intellectual property. If we cannot demonstrate that harm would be caused to us, we may be unable to prevent our competitors from
benefiting from the expertise of our former employees.

 In
January 2023, the U.S. Federal Trade Commission ("FTC") announced a Notice of Proposed Rulemaking for a broad ban on non-compete
clauses between employers and workers and is currently seeking public comment on the proposed rule. Specifically, the proposed rule would
make it illegal for an employer to, among other things, enter into or attempt to enter into a non-compete with a worker; maintain a non-compete
with a worker; or represent to a worker, under certain circumstances, that the worker is subject to a non-compete. While we cannot predict
whether or when the FTC's proposed ban on non-compete arrangements will be implemented, or the impact that such ban will have on
our operations if implemented, there is now increased uncertainty regarding the long-term enforceability of our non-competition agreements
with employees in the United States. If the enforceability of non-competition agreements is affected by future lawmaking or regulatory action,
it may impede our ability to ensure that former employees, who received training and experience through their employment with us, refrain
from using their knowledge of our business and operations to compete with us.

 Manufacturing
of many of our products is highly complex, and an interruption by suppliers, subcontractors or vendors could adversely affect our business,
financial condition or results of operations.

 Many
of our products are the result of complex manufacturing processes and are sometimes dependent on components with a limited source of
supply. As a result, we can provide no assurances that supply sources will not be interrupted from time to time. Furthermore, our subcontractors
or vendors may fail to obtain supply components and fail to deliver our products. As a result, a failure to deliver by our subcontractors
or vendors can result in decreased revenues. Such interruption or delay of our suppliers to deliver components or interruption or delay
of our vendors or subcontractors to deliver our products could affect our business, financial condition or results of operations.

 If
we lose our executive officers, or are unable to recruit additional personnel, our ability to manage our business could be materially
and adversely affected.

 We
are dependent on the continued employment and performance of our executive officers. We currently do not have employment agreements with
any of our executive officers. Like other companies in our industry, we face intense competition for qualified personnel. Many of our
competitors have greater resources than we have to hire qualified personnel. Accordingly, if we are not successful in attracting or retaining
qualified personnel in the future, our ability to manage our business could be materially and adversely affected.

 We
provide financing to our customers for the purchase of our products, which may increase our credit risks in the event of a deterioration
in a customer's financial condition or in global credit conditions.

 We
sell our products to a wide range of customers in the commercial and governmental sectors. We provide financing to customers for a portion
of such sales which could be in the form of notes or leases receivable over two to five years. Although these customers are extended
credit terms which are approved by us internally, our business could be materially and adversely affected in the event of a deterioration
of the financial condition of one or more of our customers that results in such customers' inability to repay us. This risk may
increase during a general economic downturn affecting a large number of our customers or a widespread deterioration in global credit
conditions, and in the event our customers do not adequately manage their businesses or properly disclose their financial condition.

 Our
cash and cash equivalents could be adversely affected by a downturn in the financial and credit markets.

 We
maintain our cash and cash equivalents with major financial institutions; however, our cash and cash equivalent balances with these institutions
exceed the Federal Deposit Insurance Corporation insurance limits. While we monitor on a systematic basis the cash and cash equivalent
balances in our operating accounts and adjust the balances as appropriate, these balances could be impacted if one or more of the financial
institutions with which we deposit our cash and cash equivalents fails or is subject to other adverse conditions in the financial or
credit markets. To date, we have experienced no loss of principal or lack of access to our invested cash or cash equivalents; however,
we can provide no assurance that access to our invested cash and cash equivalents will not be affected if the financial institutions
in which we hold our cash and cash equivalents fail or the financial and credit markets deteriorate.

impairment or intangible impairment charges may affect our results of operations in the future.

 We
test goodwill for impairment on an annual basis and more often if events occur or circumstances change that would likely reduce the fair
value of a reporting unit to an amount below its carrying value. We also test for other possible intangible impairments if events occur
or circumstances change that would indicate that the carrying amount of such intangible may not be recoverable. Any resulting impairment
loss would be a non-cash charge and may have a material adverse impact on our results of operations in any future period in which we
record a charge.

 Long-lived
assets with determinable useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Such charges could have a material adverse effect on our results of operations in the period
in which they are recorded.

 We
have operations located in Israel, and therefore our results may be adversely affected by political, military and economic conditions
in Israel.

 Our
subsidiaries Powerfleet Israel and Pointer operate in Israel, and therefore our business and operations may be directly influenced by
the political, economic and military conditions affecting Israel at any given time. A change in the security and political situation
in Israel could have a material adverse effect on our business, operating results and financial condition. Since the establishment of
the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its Arab neighbors, including Hezbollah
in Lebanon and Hamas in the Gaza Strip. In the last several years, these conflicts have involved missile strikes against civilian targets
in various parts of Israel, particularly in southern Israel where Pointer's main offices and manufacturing facility are located
and have negatively affected business conditions in Israel. Most recently, on October 7, 2023, Hamas terrorists invaded southern Israel
and launched missile strikes in a widespread terrorist attack on Israel. On the same day, the Israeli government declared that the country
was at war and the Israeli military began to call up reservists for active duty, including a number of our Israeli employees, including
members of the management team in Israel. As of the date of this report, the Israel-Hamas war remains ongoing and the conflict has had
an adverse impact on, and may continue to adversely impact, our supply chain, our ability to manufacture and deliver products in Israel
to customers and the stability of our Israeli workforce. In addition, political uprisings and conflicts in various countries in the Middle
East, including Syria and Iraq, are affecting the political stability of those countries. It is not clear how this instability will develop
and how it will affect the political and security situation in the Middle East.

 Furthermore,
several countries, principally in the Middle East, restrict doing business with Israel and Israeli companies, and additional countries
may impose restrictions on doing business with Israel and Israeli companies if hostilities or political instability in the region continues
or intensifies. These restrictions may limit materially our ability to obtain raw materials from these countries or sell our products
to companies in these countries. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its
present trading partners could have a material adverse effect on our business, operating results and financial condition.

 Any
downturn in the Israeli economy may also have a significant impact on our business. Israel's economy has been subject to numerous
destabilizing factors, including a period of rampant inflation in the early to mid-1980's, low foreign exchange reserves, fluctuations
in world commodity prices, military conflicts and civil unrest. The revenues of certain of our products and services may be adversely
affected if fewer vehicles are used as a result of an economic downturn in Israel, an increase in use of mass transportation, an increase
in vehicle related taxes, an increase in the imputed value of vehicles provided as a part of employee compensation or other macroeconomic
changes affecting the use of vehicles. In addition, our SVR services significantly depend on Israeli insurance companies mandating subscription
to a service such as the Company's. If Israeli insurance companies cease to require such subscriptions, our business could be significantly
adversely affected. We also rely on the renewal and retention of several operating licenses issued by certain Israeli regulatory authorities.
Should such authorities fail to renew any of these licenses, suspend existing licenses, or require additional licenses, we may be forced
to suspend or cease certain services we provide.

 Many
of our employees in Israel are required to perform military reserve duty.

 All
non-exempt male adult permanent residents of Israel under the age of 40, including some of Pointer's employees, are obligated to
perform military reserve duty and may be called to active duty under emergency circumstances. In the past there have been significant
call ups of military reservists, and it is possible that there will be additional call-ups in the future. While Pointer has operated
effectively despite these conditions in the past, we cannot assess the impact these conditions may have on it in the future, particularly
if emergency circumstances occur. Our operations could be disrupted by the absence for a significant period of one or more of our key
employees or a significant number of our other employees due to military service. Any disruption in our operations would harm our business.

 Economic
uncertainty and volatility in Mexico may adversely affect our business.

 Our
subsidiaries Pointer Recuperacion Mexico S.A., de C.V. and Pointer Logistica y Monitoreo, S.A. de C.V. operate in Mexico, which has gradually
experienced, since 2013, substantial decrease in the value of the Mexican peso against the U.S. dollar, together with growing inflation
rates. The devaluation of the Mexican peso and rise in inflation rate has triggered demonstrations and heightened political tension.
Severe devaluation may lead to future governmental actions, including actions to adjust the value of the Mexican peso, policies which
may trigger further increases in inflation. There can be no assurance that inflation will not affect our business in Mexico in the future.
In addition, any Mexican government's actions to maintain economic stability, as well as public speculation about possible future
actions, may contribute significantly to economic uncertainty in Mexico. Economic instability and or government imposition of exchange
controls may also result in the disruption of the international foreign exchange markets and may limit our ability to transfer or convert
pesos into U.S. dollars and other currencies. Such policies could destabilize the country and adversely and materially affect the economy,
and thereby our business. Additionally, due to agreements with the Confederation of Workers of Mexico in Mexico and the country's
high inflation rate, we may be required to increase employee salaries at a rate which could adversely affect our business.

 Fluctuations
in the value of the South African Rand may have a significant impact on our reported revenue and results of operations, which may make
it difficult to evaluate our business performance between reporting periods.

 The
majority of subscription agreements and operating expenses of our subsidiary, MiX Telematics, are incurred outside the United States
and denominated in foreign currencies and are subject to fluctuations due to changes in foreign currency exchange rates, particularly
changes in the South African Rand. Currency fluctuations, particularly those in respect of the South African Rand, may positively or
negatively impact our reported income and expenses due to the effects of translating the functional currency of our foreign subsidiaries
into our reporting currency of U.S. Dollars.

 If
we do not achieve applicable Broad-Based Black Economic Empowerment objectives in our South African businesses,
we risk not being able to renew certain of our existing contracts which service South African government and quasi-governmental customers,
as well as not being awarded future corporate and governmental contracts, each of which would result in the loss of revenue.

 The
South African government established a legislative framework for the promotion of Broad-Based Black Economic Empowerment ("B-BBEE").
Achievement of B-BBEE objectives is measured by a scorecard which establishes a weighting for the various components of B-BBEE which
relates to:

 Ownership
 – measuring the share of Black ownership and corresponding rights in the business,
 including voting rights among others.

 Management
 Control – reflecting the percentage of Black people in managerial positions ranging from junior management
 upwards.

 Skills
 Development – measuring the amount of money that was spent on the training and development of Black people
 including amongst others short courses, bursaries and learnerships.

 Enterprise
 and Supplier Development (including Preferential Procurement) – with enterprise development measuring
 contributions to, and the development of small Black-owned businesses with the objective of enabling them to
 supply goods and services to the company in the future; with supplier development measuring contributions to,
 and the development of Black-owned suppliers to help grow their businesses; and with preferential procurement
 measuring the extent to which goods and services are procured from suppliers that are empowered and have a good
 B-BBEE rating; and

 Socio-Economic
 Development – assessing the initiatives that the company supports often to the benefit
 of groups of individuals and communities with the objective of promoting income-generating
 activities and sustainable access to the economy for these beneficiaries.

 The
B-BBEE Codes have a continuous review process and are updated from time to time. Various amendments and clarifications with more onerous
compliance requirements have been made over the years.

 It
is important for us to make a meaningful contribution to the country, and we view the applicable B-BBEE objectives as an opportunity
for us to ensure a brighter future for all, moreover in the context of the National Development Plan 2030. In addition, B-BBEE objectives
are pursued, by and large, by requiring parties who contract with corporate, governmental and state-owned enterprises in South Africa
to achieve B-BBEE compliance through satisfaction of the applicable scorecard. Parties improve their B-BBEE contributor level when contracting
with businesses that have earned good B-BBEE contributor levels in relation to their scorecards.

 Our
subsidiary, MiX Telematics Enterprise SA (PTY) Ltd. ("MiX Enterprise"), engages with government and state-owned enterprises
in tendering for business and is therefore required to maintain at least a certain B-BBEE contributor level to continue to provide the
service. Currently, certain material end-customers require MiX Enterprise to maintain at least a B-BBEE contributor between levels 1
and 2 as measured under the new B-BBEE Codes.

 Additionally,
the Employment Equity Act of 1998 (the "Employment Equity Act") promotes equality in the workplace and ensures that employees
are treated fairly and have equal opportunities within the workplace. In April 2023, the Employment Equity Amendment Bill (the "Amendment
Bill") was signed into law. The main objectives of the Amendment Bill are to enable the Employment and Labour Minister to impose
sector-specific Employment Equity ("EE") targets and compliance criteria to issue EE Compliance Certificates in terms of
Section 53 of the Employment Equity Act. This has bestowed the South African government with the right to set specific equity targets
by sector and region. Companies that want to do business with the South African government will be required to submit a certificate from
the Department of Employment and Labour confirming that they comply with the Employment Equity Act and its objectives. Accordingly, MiX
Telematics will not set its own EE targets, but certain targets will be imposed by the South African government.

 Failing
to achieve applicable B-BBEE and EE objectives could jeopardize our ability to maintain existing business or to secure future business
from corporate, governmental or state-owned enterprises that could materially and adversely affect our business, financial condition
and results of operations.

 Socio-economic
inequality in South Africa or regionally may subject us to political and economic risks, which may affect the ownership or operation
of our business.

 We
own significant operations in South Africa. As a result, we are subject to political and economic risks relating to South Africa. South
Africa was transformed from a racially based government into a democracy in 1994, with successful rounds of democratic elections held
under a modern constitution during 1994, 1999, 2004, 2009, 2014 and most recently, in May 2019. The next national elections are scheduled
to be held in 2024. We fully support government policies aimed at redressing the disadvantages suffered by the majority of citizens under
the previous non-democratic dispensation and recognize that in order to implement these policies, our operations and profits may be impacted.
However, South Africa faces many challenges in overcoming substantial racial differences in levels of economic and social development
among its people. While South Africa features highly developed and sophisticated business sectors and financial and legal infrastructure
at the core of its economy, large parts of the country's black population, particularly in rural areas, do not have access to adequate
education, health care, housing and other services, including water and electricity. In addition, South Africa also has a higher level
of unemployment than the United States.

 The
ruling party which has controlled the South African government since democracy has committed itself to creating a stable, democratic,
free market economy, which it has largely achieved. It remains difficult however, to predict the future political, social and economic
direction of South Africa or the manner in which any future government will attempt to address the country's inequalities. It is
also difficult to predict the impact that addressing these inequalities will have on our business. Furthermore, there has been regional,
political and economic instability in countries neighboring South Africa, which could materially and adversely affect our business, results
of operations and financial condition.

 Although
political conditions in South Africa are generally stable, changes may occur in the composition of its ruling party or in its political,
fiscal and legal systems which might affect the ownership or operation of our business, which may, in turn, materially and adversely
affect our business, financial condition and results of operations. These risks may include changes in legislation, arbitrary interference
with private ownership of contract rights, and changes to exchange controls, taxation and other laws or policies affecting foreign trade
or investment and could materially and adversely affect our business, financial condition and results of operations. Any changes in investment
ratings, regulations and policies or a shift in political attitudes both within and towards South Africa are beyond our control and could
materially and adversely affect our business, financial condition and results of operations.

 Risks Related to our Securities

 The
concentration of common stock ownership among our executive officers and directors could limit the ability of other stockholders of the
Company to influence the outcome of corporate transactions or other matters submitted for stockholder approval.

 As
of May 1, 2024, our executive officers and directors beneficially owned, in the aggregate, approximately 6.47% of our outstanding
common stock, not including approximately 1,392,309 shares of common stock that our executive officers and directors may acquire
upon the exercise of outstanding options and stock appreciation rights, or if they otherwise acquire additional shares of common
stock in the future. As a result, our officers and directors may have the ability to influence the outcome of all corporate actions
requiring stockholder approval, irrespective of how our other stockholders may vote, including the following actions:

 the
 election of directors;

 adoption
 of stock option or other equity incentive compensation plans;

 the
 amendment of our organizational documents; and

 the
 approval of certain mergers and other significant corporate transactions, including a sale of substantially all of our assets.

 Future
sales of our common stock, including sales of our common stock acquired upon the exercise of outstanding options, may cause the market
price of our common stock to decline.

 The
market price of our common stock could decline as a result of sales by our existing stockholders of shares of common stock in the market,
or sales of our common stock acquired upon the exercise of outstanding options, or the perception that these sales could occur. These
sales also may make it more difficult for us to sell equity securities at a time and price that we deem appropriate.

 We
have 107,349,987 shares of common stock outstanding as of May 1, 2024, of which 100,400,538 shares are freely transferable without
restriction, and 6,949,449 shares are held by our officers and directors and, as such, are subject to the applicable volume, manner
of sale, holding period and other limitations of Rule 144 under the Securities Act. In addition, as of December 31, 2023, time-based
options and market-based stock options subject to performance-based vesting conditions, to purchase 2,192,000 and 5,445,000 shares
of our common stock, respectively, were issued and outstanding, of which 1,189,000 and 0, respectively, were vested. The
weighted-average exercise price of the vested non-market-based stock options is $5.54. We also may issue additional shares of stock
in connection with our business, including in connection with acquisitions, and may grant additional stock options to our employees,
officers, directors and consultants under our stock option plans or warrants to third parties. If a significant portion of these
shares of common stock were sold in the public market, the market value of our common stock could be adversely affected.

 Our
Amended and Restated Certificate of Incorporation, as amended, provides that the Court of Chancery of the State of Delaware will be the exclusive forum for certain legal actions between us
and our stockholders, which could limit stockholders' ability to obtain a judicial forum viewed by the stockholders as more favorable
for disputes with us or our directors, officers or employees, and the enforceability of the exclusive forum provision may be subject
to uncertainty.

 Article
SIXTEENTH of our Amended and Restated Certificate of Incorporation (as amended,
the "Charter") provides, subject to certain exceptions enumerated in Article SIXTEENTH, that, unless we consent in writing
to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any
stockholder to bring (i) any derivative action brought on behalf of the Company, (ii) any action asserting a claim of breach of fiduciary
duty owed by any current or former director, officer or other employee or stockholder of the Company, (iii) any action asserting a claim
arising pursuant to the General Corporation Law of Delaware (the "DGCL") or the Charter or our Amended and Restated Bylaws
or as to which the DGCL confers jurisdiction on such court, or (iv) any action asserting a claim governed by the internal affairs doctrine,
except for, in each of the aforementioned actions, among other things, any claims which are vested in the exclusive jurisdiction of a
court or forum other than the Court of Chancery of the State of Delaware or for which the Court of Chancery of the State of Delaware
does not have subject matter jurisdiction. Accordingly, the exclusive forum provision will not apply to claims arising under the Securities
Act the Exchange Act or other federal securities laws for which there is exclusive federal or concurrent federal and state jurisdiction.
Article SIXTEENTH provides that any person or entity who acquires an interest in our capital stock will be deemed to have notice of and
consented to the provisions of Article SIXTEENTH. Stockholders will not be deemed to have waived our compliance with the federal securities
laws and the rules and regulations thereunder. Although we believe this exclusive forum provision benefits us by providing increased
consistency in the application of Delaware law in the types of lawsuits to which it applies, this exclusive forum provision may limit
a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors,
officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Further, in the event a court finds
the exclusive forum provision contained in the Charter to be unenforceable or inapplicable in an action, we may incur additional costs
associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

 Provisions
of Delaware law or the Charter could delay or prevent an acquisition of the Company, even if the acquisition would be beneficial to our
stockholders, and could make it more difficult for stockholders to change our management.

 The
Charter contains provisions that may discourage an unsolicited takeover
proposal that stockholders may consider to be in their best interests. We are also subject to anti-takeover provisions under Delaware
law, which could delay or prevent a change of control. Together, these provisions may make more difficult the removal of management and
may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. These
provisions include: the absence of cumulative voting in the election of directors; the ability of our board of directors to issue up to
50,000 shares of currently undesignated and unissued preferred stock without prior stockholder approval; advance notice requirements for
stockholder proposals or nominations of directors; limitations on the ability of stockholders to call special meetings or act by written
consent; the requirement that certain amendments to the Charter be approved by 75% of the voting power of the outstanding shares of our
capital stock; and the ability of our board of directors to amend our bylaws without stockholder approval.

 Item
1B. Unresolved Staff Comments.

 None.

 Item
1C. Cybersecurity.

 Cybersecurity
Governance

 Our
board of directors has the ultimate oversight responsibility for the risk management process and regularly reviews issues that present
particular risk to us, including those involving cybersecurity. Our board is responsible for ensuring that management has processes in
place designed to identify and assess cybersecurity risks to which the Company is exposed and implement processes and programs designed
to manage cybersecurity risks and mitigate and remediate cybersecurity threats and incidents.

 Our
management is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes
to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures and maintaining
cybersecurity programs. In managing cybersecurity risks, we adhere to a structured framework that outlines the roles and responsibilities
of management positions and committees.

 Our
Director of Security and Network Management ("SNM") leads our cybersecurity initiative, holding various information
technology ("IT") and security certificates and possessing over 20 years of experience in risk assessments, regulatory
compliance (across various frameworks such as ISO 27001, NIST, and GDPR), threat intelligence gathering, and orchestrating
coordinated incident response efforts. Our Director of SNM ensures that our cybersecurity team is
equipped with up-to-date threat intelligence and uses industry leading tools for threat monitoring and incident response.

 The
cybersecurity team, led by our Director of SNM, is a collective of highly qualified individuals with
diverse backgrounds in IT, security, cyber risk management, and digital forensics, and holding various professional certifications
(such as CISA, GRCP, IPMP, IDPP, CEH, ISO 27001). Under the Director of SNM's leadership, our
cybersecurity team continuously monitors for threats and implements necessary security controls, conducting regular reviews and
updates to the cybersecurity strategy. Any potential or actual cybersecurity incidents are assessed for their financial impact by
our Director of SNM and reported to our Chief Financial Officer for a comprehensive risk analysis.

 Additionally,
we have an Information Security Steering Committee (the "ISS Committee"), which plays a pivotal role in the governance of
our cybersecurity posture. Members of the ISS Committee are selected for their domain-specific expertise and strategic vision, with representation
from our IT, security, finance, legal, operations, and compliance sectors. The ISS Committee is an assembly of cross-functional senior
leaders from various groups within our company. Led by the Director of SNM, the ISS Committee's function extends to the formulation of cybersecurity
policies, setting risk management priorities and driving the adoption of security best practices across our company. By leveraging the
collective expertise of the ISS Committee, we believe we ensure cybersecurity considerations are integrated into our company's
organizational strategy and decision-making processes.

 Our
Director of SNM and Chief Financial Officer report material cybersecurity risks to our board of directors based on their and the ISS Committee's
assessment of risk.

 Cybersecurity
Risk Management and Strategy

 Our
processes for assessing, identifying, and managing cybersecurity threats are designed to be thorough and transparent, ensuring that investors
have a clear understanding of our commitment to cybersecurity.

 Our
cybersecurity team collaborates with leaders from each department to ensure cybersecurity risks are considered alongside operational,
financial, and strategic risks. We conduct regular cybersecurity risk assessments as part of our enterprise risk management program,
ensuring that the cybersecurity risks are tracked, rated, and managed with the same rigor as all other company risks.

 We
regularly engage with external assessors, consultants, and auditors to ensure our cybersecurity practices are up to date and aligned
with industry standards. These third parties conduct independent audits of our cybersecurity measures and validate the effectiveness
of our risk management processes. We also engage specialized cybersecurity firms to perform penetration testing and vulnerability assessments.

 We
have processes in place to manage and mitigate risks associated with the use of third-party service providers., including, but not limited
to conducting due diligence before onboarding new service providers and continuously monitoring their compliance with our security standards.
We require service providers to undergo regular security assessments, and we ensure that such providers have robust incident response
plans in place during our engagement.

 To
date, no risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or
are reasonably likely to materially affect our business, our business strategy, our results of operations or our financial condition.

 For
a description of the risks from cybersecurity threats that may materially affect the Company and how they may do so, see our risk factors
under "Item 1A. Risk Factors".

 Item
2. Properties.

 Our
corporate headquarters are located in Woodcliff Lake, New Jersey. We also have domestic offices in Tampa, Florida and Frisco, Texas.
Our New Jersey offices measure approximately 13,899 square feet and are leased space. Our Florida offices consist of approximately 25,000
square feet of leased administrative and warehouse space, and our Texas offices consist of approximately 5,514 square feet of leased
administrative space.

 We
also have international offices located in Rosh Ha'ayin, Israel, Buenos Aires, Argentina, S o Paulo, Brazil, Dusseldorf,
Germany, Mexico City, Mexico, Cape Town, Midrand, and Durban, South Africa and Oxford, United Kingdom. Our principal offices in Israel
consist of approximately 27,000 square feet of leased office space. We also lease a call center and warehouse space and additional smaller
facilities and antenna sites in various locations in Israel.

 Additionally, our subsidiary
MiX Telematics leases domestic offices in Boca Raton, Florida and international offices in South Africa, the United Kingdom, Uganda, Brazil,
Australia, Romania and the United Arab Emirates.

 We
believe that our existing facilities are adequate for our existing needs.

 Item
3. Legal Proceedings.

 The
information contained in Note 19 to our consolidated financial statements included in this Form 10-K is incorporated
herein by reference.

 Item
4. Mine Safety Disclosures.

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market
Information

 Our
common stock is traded on The Nasdaq Global Market and the Tel Aviv Stock Exchange, in each case under the symbol "PWFL,"
and the Johannesburg Stock Exchange under the symbol "PWR."

 Holders

 As
of April 29, 2024, there were 65 holders of record of our common stock.

 Dividends

 We
have never paid a cash dividend on our common stock and do not expect to pay a cash dividend in the near future. We currently intend
to retain future earnings, if any, to finance our operations and expand our business.

 Sales
of Unregistered Securities

 None.

 Issuer
Purchases of Equity Securities.

 The
following table provides information regarding our share repurchase activity for each month of the quarterly period ended December 31,
2023:

 Period

 Total

 Purchased

 Price

 Paid per Share

 Total

 Purchased as

 Part of Publicly

 Announced Plans

 or Programs

 Approximate

 Dollar Value of

 Shares that May Yet

 Be Purchased Under

 the Plans or

 Programs

 October
 1, 2023 - October 31, 2023

 -

 $

 -

 $

 -

 $

 -

 November
 1, 2023 - November 30, 2023

 2,000

 $

 1.80

 (1)

 $

 -

 $

 -

 December
 1, 2023 - December 31, 2023

 -

 $

 -

 $

 -

 $

 -

 Total

 2,000

 $

 1.80

 $

 -

 $

 -

 (1)

 Represents
 shares of common stock withheld to satisfy minimum tax withholding obligations in connection with the vesting of restricted stock.

 Item
6. Reserved.

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 The
following discussion is intended to assist you in understanding our financial condition and results of operations and should be read
in conjunction with the financial statements and related notes included elsewhere in this Form 10-K. Many of the amounts
and percentages in this section have been rounded for convenience of presentation, but actual recorded amounts have been used in computations.
Accordingly, some information may appear not to compute accurately.

 Restatement of Previously Issued Consolidated Financial
Statements

 As
described in the Explanatory Note included in this Form 10-K, we have restated our previously issued consolidated financial
statements for the Non-Reliance Periods. As a result, we have also restated certain previously reported financial information for the
fiscal years ended December 31, 2022 and 2021 in this "Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations," including but not limited to financial information under the sections entitled "Results of Operations"
and "Liquidity and Capital Resources—Capital Requirements" to conform the discussion with the restated information.
See Note 2 to our consolidated financial statements, included Item 8 of this Form 10-K, for additional information on
the restatement of, and the related effects on, our consolidated financial statements for the Non-Reliance Periods.

 Overview

 Powerfleet
is a global leader of IOT solutions providing valuable business intelligence for managing high-value enterprise
assets that improve operational efficiencies.

 We
are headquartered in Woodcliff Lake, New Jersey, with offices located around the globe.

 On April 2, 2024, we consummated the MiX Combination, pursuant to which MiX Telematics became our indirect, wholly
owned subsidiary.

 Our
Powerfleet for Warehouse solutions are designed to provide on-premise or in-facility asset and operator management, monitoring, and
visibility for warehouse trucks such as forklifts, man-lifts, tuggers and ground support equipment at airports. These solutions utilize
a variety of communications capabilities such as Bluetooth, WiFi, and proprietary radio frequency.

 Our
Powerfleet for Logistics solutions are designed to provide bumper-to-bumper asset management, monitoring, and visibility for over-the-road
based assets such as heavy trucks, dry-van trailers, refrigerated trailers and shipping containers and their associated cargo. These
systems provide mobile-asset tracking and condition-monitoring solutions to meet the transportation market's desire for greater
visibility, safety, security, and productivity throughout global supply chains.

 Our
Powerfleet for Vehicles solutions are designed both to enhance the vehicle fleet management process, whether it's a rental car,
a private fleet, or automotive OEM partners. We achieve this by providing critical information that
can be used to increase revenues, reduce costs and improve customer service.

 Our
patented technologies address the needs of organizations to monitor and analyze their assets to improve safety, increase efficiency and
productivity, reduce costs, and improve profitability. Our offerings are sold under the global brands Powerfleet, Pointer and Cellocator.

 We deliver advanced mobility solutions that connect
assets to increase visibility operational efficiency and profitability by leveraging our Unity platform product strategy. Across our vertical
markets we differentiate ourselves by being OEM agnostic and helping mixed fleets view and manage their assets similarly. All of our solutions
are paired with SaaS analytics platforms to provide an even deeper layer of insights. These insights include a full set of operational
KPIs to drive operational and strategic decisions. These KPIs leverage industry comparisons to show how a company is performing versus
their peers. The more data the system collects, the more accurate a client's understanding becomes.

 The
analytics platform, which is integrated into our customers' management systems, is designed to provide a single, integrated view
of asset and operator activity across multiple locations that provides enterprise-wide benchmarks and peer-industry comparisons. We look
for analytics, as well as the data contained therein, to differentiate us from our competitors, make a growing contribution to revenue,
add value to our solutions, and help keep us at the forefront of the wireless asset management markets we serve.

 We
sell our wireless mobility solutions to both corporate-level executives, division heads and site-level management within the enterprise.
We also utilize channel partners such as independent dealers and OEMs who may opt for us to white label our product. Typically, our initial
system deployment serves as a basis for potential expansion across the customer's organization. We work closely with customers
to help maximize the utilization and benefits of our system and demonstrate the value of enterprise-wide deployments. Post-implementation,
we consult with our customers to further extend and customize the benefits to the enterprise by delivering enhanced analytics capabilities.

 We
market and sell our solutions to a wide range of customers in the commercial and government sectors. Our customers operate in diverse
markets, such as automotive manufacturing, heavy industry, retail food and grocery distribution, logistics, wholesale distribution, transportation,
aviation, manufacturing, aerospace and defense, homeland security and vehicle rental.

 We
incurred net losses of approximately $22.1 million (as restated), $16.9 million (as restated), and $17.3 million for the years ended
December 31, 2021, 2022 and 2023, respectively, and have incurred additional net losses since inception. As of December 31, 2023, we
had cash (including restricted cash) and cash equivalents of $19.3 million, working capital of $23.5 million, and an accumulated
deficit of $146.3 million. Our primary sources of cash are cash flows from sales of products and services, our holdings of cash,
cash equivalents and investments from the sale of our capital stock and borrowings under our credit facilities. To date, we have not
generated sufficient cash flow solely from operating activities to fund our operations.

 Critical
Accounting Policies and Estimates

 We
have adopted various accounting policies that govern the application of accounting principles generally accepted in the United States
in the preparation of our financial statements. Our significant accounting policies are described in Note 3 to our consolidated financial
statements included in this Form 10-K. Certain accounting policies involve significant judgments and assumptions by
our management that can have a material impact on the carrying value of certain assets and liabilities. We consider such accounting policies
to be our critical accounting policies. The judgments and assumptions used by our management in these critical accounting policies are
based on historical experience and other factors that our management believes to be reasonable under the circumstances. Because of the
nature of these judgments and assumptions, actual results could differ significantly from these judgments and estimates, which could
have a material impact on the carrying values of our assets and liabilities and our results of operations. Our critical accounting policies
are described below.

 Revenue
Recognition

 We
and our subsidiaries generate revenue from sales of systems and products and from customer SaaS and hosting infrastructure fees.
Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing
services. Sales, value add, and other taxes we collect concurrently with revenue-producing activities are excluded from
revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. The expected costs
associated with our base warranties continue to be recognized as an expense when the products are sold.

 Revenue
is recognized when performance obligations under the terms of a contract with our customer are satisfied. Product sales are recognized
at a point in time when title transfers, when the products are shipped, or when control of the system is transferred to the customer,
which usually is upon delivery of the system and when contractual performance obligations have been satisfied. For products which are
not distinct to the customer separate from the SaaS services provided, we consider both hardware and SaaS services a bundled
performance obligation. Under the applicable accounting guidance, all of our billings for future services are deferred
and classified as a current and long-term liability. The deferred revenue is recognized over the service contract life, ranging from
one to five years, beginning at the time that a customer acknowledges acceptance of the equipment and service. Payment terms are generally
30 days after invoice date.

 We recognize revenue for remotely hosted SaaS agreements and post-contract maintenance and support agreements beyond our standard
warranties over the life of the contract. Revenue is recognized ratably over the service periods and the cost of providing these services
is expensed as incurred. Amounts invoiced to customers which are not recognized as revenue are classified as deferred revenue and classified
as short-term or long-term based upon the terms of future services to be delivered. Deferred revenue also includes prepayment of extended
maintenance, hosting and support contracts.

 We earn other service revenues from installation services, training and technical support services which are short-term in nature
and revenue for these services is recognized at the time of performance when the service is provided.

 We
also derive revenue from leasing arrangements. Such arrangements provide for monthly payments covering product or system sale,
maintenance, support and interest. These arrangements meet the criteria to be accounted for as operating or sales-type leases.
Accordingly, for sales-type leases an asset is established for the "sales-type lease receivable" at the present value of
the expected lease payments and revenue is deferred and recognized over the service contract, as described above. Maintenance
revenues and interest income are recognized monthly over the lease term.

 Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue
to each performance obligation based on our relative standalone selling price ("SSP"). Judgment is required to determine
the SSP for each distinct performance obligation. We generally determine standalone selling prices based on observable prices
charged to customers. Significant pricing practices
taken into consideration include our discounting practices, the size and volume of our transactions, the customer demographic, price
lists, our go-to-market strategy and historical and current sales and contract prices. As our go-to-market strategies evolve, we may
modify our pricing practices in the future, which could result in changes to SSP.

 In
certain cases, we are able to establish SSP based on observable prices of products or services sold separately in comparable circumstances
to similar customers. We use a single amount to estimate SSP when it has observable prices. If SSP is not directly observable, for example
when pricing is highly variable, we use a range of SSP. We determine the SSP range using information that may include pricing practices
or other observable inputs. We typically have more than one SSP for individual products and services due to the stratification of those
products and services by customer size.

 We recognize an asset for the incremental costs of obtaining the contract arising from the sales commissions to employees because
we expect to recover those costs through future fees from the customers. We amortize the asset over one to five years
because the asset relates to the services transferred to the customer during the contract term of one to five years.

and Intangibles

represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. Goodwill and intangible
assets deemed to have indefinite lives are not amortized and are tested for impairment on an annual basis and between annual tests
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Intangible assets other than
goodwill are amortized over their useful lives unless the lives are determined to be indefinite. Intangible assets are carried at
cost, less accumulated amortization. Intangible assets consist of trademarks and trade names, patents, customer relationships and
other intangible assets. Goodwill is tested at the reporting unit level, which is defined as an operating segment or one level below
the operating segment. We operate in one reportable segment which is our only reporting unit. We test our goodwill for impairment
annually, which is the first day of our fourth quarter or when an indicator of impairment exists, by comparing the fair value of the
reporting unit to its carrying value.

 We
test for goodwill impairment at the reporting unit level on October 1 of each year and between annual tests if a triggering event indicates
the possibility of an impairment. We performed a quantitative assessment whereby the fair value of the reporting unit is calculated using
a market approach and a discounted cash flow method, as a form of the income approach. The market approach includes the use of comparative
revenue multiples to complement discounted cash flow results. The discounted cash flow method is based on the present value of the projected
cash flows and a terminal value. The terminal value represents the expected normalized future cash flows of the reporting unit beyond
the cash flows from the discrete projection period. The fair value of the reporting unit is calculated based on the sum of the present
value of the cash flows from the discrete period and the present value of the terminal value. The discount rate represented our estimate
of the WACC, or expected return, that a marketplace participant would have required as of the valuation date. The application of our
goodwill impairment test required key assumptions underlying our valuation model.

 The
discounted cash flow analysis factored in assumptions on discount rates and terminal growth rates to reflect risk profiles, as well as
revenue and cost growth relative to history and market trends and expectations. The market multiples approach incorporated judgment involved
in the selection of comparable public company multiples and benchmarks. The selection of companies and multiples was influenced by differences
in growth and profitability, and volatility in market prices of peer companies. These valuation inputs are inherently judgmental, and
an adverse change in one or a combination of these inputs could trigger a goodwill impairment loss in the future. In connection with our goodwill impairment testing as of October 1, 2023, the estimated fair value exceeded its carrying
value by approximately 6%.

 For
the years ended December 31, 2021, 2022 and 2023, we did not incur an impairment charge.

 Business
Combinations

 In
accordance with ASC 805, Business Combinations (ASC 805), we recognize the tangible and intangible assets
acquired and liabilities assumed based on their estimated fair values. Determining these fair values requires management to make significant
estimates and assumptions, especially with respect to intangible assets.

 We
recognize identifiable assets acquired and liabilities assumed at their acquisition date fair value. During the measurement period, which may be
up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding
offset to goodwill or bargain purchase to the extent we identify adjustments to the preliminary fair values. Upon the conclusion of the
measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recorded
to the consolidated statements of operations.

Taxes

 We
use the asset and liability method of accounting for deferred income taxes. Deferred income taxes are measured by applying enacted statutory
rates to net operating loss carryforwards and to the differences between the financial reporting and tax bases of assets and liabilities.
Deferred tax assets are reduced, if necessary, by a valuation allowance if it is more likely than not that some portion or all of the
deferred tax assets will not be realized.

 We
recognize uncertainty in income taxes in the financial statements using a recognition threshold and measurement attribute of a tax position
taken or expected to be taken in a tax return. We apply the "more-likely-than-not" recognition threshold to all tax positions.
We have opted to classify interest and penalties that would accrue according to the provisions of relevant tax law as selling, general,
and administrative expenses, in the consolidated statement of operations. For the years ended December 31, 2021, 2022 and 2023, interest
and penalties were immaterial.

 Results
of Operations

 The
following table sets forth certain items related to our statement of operations as a percentage of revenues for the periods
indicated and should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in
this Form 10-K. A detailed discussion of the material changes in our operating results is set forth below.

 2021 (As restated)

 2023

 42.0
 %

 41.9
 %

 37.2
 %

 58.0
 %

 58.1
 %

 62.8
 %

 Total revenues

 100.0
 %

 100.0
 %

 100.0
 %

 Cost of revenues:

 Cost of products

 31.5
 %

 31.3
 %

 27.2
 %

 Cost of services

 21.1
 %

 20.9
 %

 22.6
 %

 52.6
 %

 52.2
 %

 49.8
 %

 Gross profit

 47.4
 %

 47.8
 %

 50.2
 %

 Operating expenses:

 Selling, general and administrative expenses

 44.9
 %

 46.7
 %

 53.3
 %

 Research and development expenses

 9.1
 %

 6.2
 %

 6.2
 %

 Total operating expenses

 53.9
 %

 52.9
 %

 59.5
 %

 Loss from operations

 -6.5
 %

 -5.1
 %

 -9.4
 %

 Interest income

 0.0
 %

 0.1
 %

 0.1
 %

 Interest expense, net

 -2.2
 %

 0.7
 %

 -1.2
 %

 Bargain purchase - Movingdots

 0.0
 %

 0.0
 %

 6.8
 %

 Other (expense) income, net

 0.0
 %

 0.0
 %

 0.0
 %

 Net loss before income taxes

 -8.6
 %

 -4.3
 %

 -3.8
 %

 Income tax expense

 -1.5
 %

 -0.6
 %

 -0.4
 %

 Net loss before non-controlling interest

 -10.1
 %

 -5.0
 %

 -4.2
 %

 Non-controlling interest

 0.0
 %

 0.0
 %

 0.0
 %

 Net loss

 -10.1
 %

 -5.0
 %

 -4.2
 %

 -4.1
 %

 -4.3
 %

 -5.3
 %

 Preferred stock dividend

 -3.3
 %

 -3.1
 %

 -3.4
 %

 -17.5
 %

 -12.4
 %

 -12.9
 %

 Year
Ended December 31, 2023 Compared to Year Ended December 31, 2022

 REVENUES. Revenues
decreased by approximately $2.2 million, or 1.6%, to $133.7 million in 2023 from $135.9 million (as restated) in 2022.

 Revenues from products decreased by
approximately $7.2 million, or 12.7%, to $49.7 million in 2023 from $56.9 million (as restated) in 2022. The decrease in product
revenues was due to decreased product sales in Germany, where we are actively shutting down sales from low margin contracts, large
logistics companies recalibrating demand following aggressive builds during the pandemic, and lower product sales in and out of
Israel reflecting geopolitical headwinds and a proactive decision to shutter our hardware-only line of business. These decreases
were offset by increases in product revenue in our Powerfleet for Vehicles business in the United States due to new unit purchases
from new and existing customers.

 Revenues from services increased by
approximately $5.0 million, or 6.4%, to $84.0 million in 2023 from $79.0 million (as restated) in 2022. The increase in services
revenues was principally due to an increase in our install base that generates service revenue, with revenue growth concentrated in
North America where a positive market response to our Unity SaaS product offering has been a significant contributing factor.

 COST OF REVENUES. Cost of revenues decreased
by approximately $4.3 million, or 6.0%, to $66.7 million in 2023 from $70.9 million in 2022. Gross profit was $67.1 million in 2023 compared
to $65.0 million (as restated) in 2022. As a percentage of revenues, gross profit increased to 50.2% in 2023 from 47.8% in 2022.

 Cost of products decreased by approximately $6.2
million, or 14.5%, to $36.4 million in 2023 from $42.6 million in 2022. Gross profit for products was $13.3 million in 2023 compared
to $14.4 million (as restated) in 2022. As a percentage of product revenues, gross profit increased to 26.8% in 2023 from 25.2% in 2022.
The increase in gross profit as a percentage of product revenues was principally due to decisions to stop fulfilling low margin
orders and decreases in raw materials costs related to global supply chain issues, which were more prevalent in 2022 than 2023.

 Cost of services increased by approximately $1.9 million, or 6.7%,
to $30.3 million in 2023 from $28.4 million in 2022. Gross profit for services was $53.7 million in 2023 compared to $50.6 million (as restated)
in 2022. As a percentage of service revenues, gross profit minimally decreased to 64.0% in 2023 from 64.1% in 2022. The decrease in gross
profit as a percentage of services revenues was principally due to an increase in our install base that generates service revenue, offset
by reduction due to the commencement of amortization for our Unity SaaS platform.

 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.
 Selling, general and administrative ("SG&A") expenses increased by approximately $7.8 million, or 12.2%, to $71.3
million in 2023 compared to $63.5 million (as restated) in 2022. The increase was principally due to an aggregate of $5.5 million in transaction-related
costs in connection with our acquisition of Movingdots GmbH ("Movingdots") and business combination with MiX Telematics,
$2.1 million in SG&A costs incurred by Movingdots after the closing of such transaction, and increased salaries, investments in marketing
programs and professional services fees. As a percentage of revenues, SG&A expenses increased to 53.3% in the year ended December
31, 2023, from 46.7% in the same period in 2022.

 RESEARCH AND DEVELOPMENT EXPENSES. Research
and development ("R&D") expenses decreased by approximately $0.1 million, or 1.1%, to $8.4 million in 2023 compared to
$8.5 million (as restated) in 2022, principally due to the capitalization of software development expenses for new product development and
reduction in salaries and wages offset in part by the acquisition of Movingdots, which added $2.0 million to expenses. As a percentage
of revenues, R&D expenses increased to 6.3% in the year ended December 31, 2023 from 6.2% in the same period in 2022.

 INTEREST EXPENSE. Interest expense
increased by $2.6 million, or 261.2%, to $1.6 million in 2023 from $(1.0) million in 2022, principally due to foreign currency
translation gains from the term facilities under the Prior Credit Agreement with Hapoalim.

 NET LOSS ATTRIBUTABLE TO COMMON
STOCKHOLDERS. Net loss attributable to common stockholders was $17.3 million, or $(0.49) per basic and diluted share, for 2023
as compared to net loss of $16.9 million (as restated), or $(0.48) per basic and diluted share, for the same period in 2022. The
increase in net loss was due primarily to transaction costs of $5.5 million with respect to the Movingdots acquisition and the
business combination with MiX Telematics, plus incremental SG&A spend from the Movingdots acquisition of $2.1 million, plus
an increase in accretion of preferred stock of $1.2 million, offset by the bargain gain on the purchase of Movingdots of $9.0
million.

 Year
Ended December 31, 2022 Compared to Year Ended December 31, 2021

 REVENUES. Revenues increased by approximately $10.0 million, or 7.9%,
to $135.9 million (as restated) in 2022 from $126.0 million (as restated) in 2021.

 Revenues from products increased by approximately $4.0 million, or
7.6%, to $56.9 million (as restated) in 2022 from $52.9 million (as restated) in 2021. The increase in product revenues was attributable to an
increase in sales by our Powerfleet for Logistics and Powerfleet for Warehouse products.

 Revenues from services increased by approximately $5.9 million, or
8.1%, to $79.0 million (as restated) in 2022 from $73.1 million (as restated) in 2021. The increase in services revenues was principally due to
an increase in our install base that generates service revenue.

 COST
OF REVENUES. Cost of revenues increased by approximately $4.7 million, or 7.1%, to $70.9 million (as restated) in 2022 from $66.2
million (as restated) in 2021. Gross profit was $65.0 million (as restated) in 2022 compared to $59.8 million (as restated) in 2021. As a
percentage of revenues, gross profit increased to 47.8% in 2022 from 47.4% in 2021. The minimal increase in gross profit as a
percentage of revenues was principally due to less significant increases in raw material costs as a result of global supply chain
issues in 2022 than in 2021.

 Cost of products increased by approximately $2.9 million, or 7.4%,
to $42.6 million in 2022 from $39.6 million (as restated) in 2021. Gross profit for products was $14.4 million (as restated) in 2022 compared
to $13.3 million (as restated) in 2021. As a percentage of product revenues, gross profit minimally increased to 25.2% in 2022 from 25.1% in
2021. The gross profit as a percentage of product revenues was impacted by product mix, higher costs associated with supply chain issues,
electronic component shortages and inflation.

 Cost of services increased by approximately $1.8 million, or 6.7%,
to $28.4 million in 2022 from $26.6 million in 2021. Gross profit for services was $50.6 million (as restated) in 2022 compared to $46.5 million
(as restated) in 2021. As a percentage of service revenues, gross profit increased to 64.1% in 2022 from 63.6% in 2021. The increase in gross
profit as a percentage of services revenues was principally due to an increase in our install base that generates service revenue.

 SELLING,
GENERAL AND ADMINISTRATIVE EXPENSES. SG&A expenses increased by approximately $7.0 million, or 12.3%, to $63.5
million (as restated) in 2022 compared to $56.5 million (as restated) in 2021, inclusive of higher foreign currency losses of $0.7 million and
higher severance costs of $0.7 million. Other drivers of the increase in expenses include increased salaries and related expenses, professional
fees, and marketing and travel expenses. As a percentage of revenues, SG&A expenses increased to 46.7% in the year ended December
31, 2022, from 44.9% in the same period in 2021.

 RESEARCH
AND DEVELOPMENT EXPENSES. R&D expenses decreased by approximately $3.0 million, or 25.9%, to $8.5
million (as restated) in 2022 compared to $11.4 million (as restated) in 2021, principally due to the capitalization of software development expenses
for new product development, which increased by $1.7 million in 2022. As a percentage of revenues, R&D expenses decreased to 6.2%
in the year ended December 31, 2022 from 9.1% in the same period in 2021.

 INTEREST
EXPENSE. Interest expense decreased by $3.8 million, or 136.0%, to $(1.0) million in 2022 from $2.8 million in 2021, principally
due to foreign currency translation gains from the term facilities under the Prior Credit Agreement with Hapoalim.

 NET
LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS. Net loss attributable to common stockholders was $16.9 million (as restated), or
$(0.48) per basic and diluted share, for 2022 as compared to net loss of $22.1 million (as restated), or $(0.64) per basic and
diluted share, for the same period in 2021. The decrease in the net loss was due primarily to the reasons described
above.

 Headline
Loss Earnings (Loss) per Share

 In
connection with our secondary listing on the Johannesburg Stock Exchange ("JSE"), we are required to calculate and publicly
disclose headline earnings (loss) per share and diluted headline earnings (loss) per share. Headline loss per share is calculated using
net loss which has been determined in accordance with accounting principles generally accepted in the United States of America ("GAAP").

 Headline
loss for the period represents the loss for the period attributable to common stockholders of Powerfleet adjusted for the
remeasurements that are more closely aligned to the operating or trading results as set forth below, and headline loss per share
represents headline loss divided by the weighted average number of shares of common stock outstanding.

 The
table below presents a reconciliation between net loss attributable to common stockholders to headline loss for the years ended December
31, 2021 (as restated), 2022 (as restated) and 2023.

 2021

 2022

 (in thousands, except per share data)

 2023

 $
 (22,068
)

 $
 (16,891
)

 $
 (17,307
)

 Adjusted for:

 Reversal of Bargain purchase – Movingdots

 -

 -

 (9,034
)

 Headline loss

 (22,068
)

 (16,891
)

 (26,341
)

 Weighted average common shares outstanding on which the net loss attributable to common shareholders per share and headline loss per share has been calculated - basic and diluted

 Net loss per share attributable to common stockholders – basic and diluted

 $
 (0.64
)

 $
 (0.48
)

 $
 (0.49
)

 Headline loss per share attributable to common stockholders – basic and diluted

 $
 (0.64
)

 $
 (0.48
)

 $
 (0.74
)

 Use
of Non-GAAP Measures

 The
above disclosure was prepared for the purpose of complying with the reporting requirements of the JSE and includes certain non-GAAP measures,
such as headline earnings (loss) and headline earnings (loss) per common share, and related reconciliations.

 Liquidity and Capital Resources

 On October 3, 2019, in connection with the completion of the Pointer
Merger, we issued and sold 50,000 shares of the Series A Preferred Stock to ABRY Senior Equity V, L.P., ABRY Senior Equity Co-Investment
Fund V, L.P and ABRY Investment Partnership, L.P. (the "Investors") pursuant to the terms of an Investment and Transaction
Agreement, dated as of March 13, 2019 (as amended, the "Investment Agreement"), for an aggregate purchase price of $50.0 million.
The proceeds received from such sale were used to finance a portion of the cash consideration payable in our acquisition of Pointer.

 In addition, our wholly owned
subsidiaries, Powerfleet Israel and Pointer (collectively, the "Borrowers") were party to the Prior Credit Agreement with
Hapoalim, pursuant to which Hapoalim agreed to provide Powerfleet Israel with two senior secured term loan facilities denominated in NIS
in an initial aggregate principal amount of $30 million (comprised of two facilities in the aggregate principal amounts of $20 million
and $10 million, respectively) and a five-year revolving credit facility to Pointer denominated in NIS in an initial aggregate principal
amount of $10 million. The proceeds of the term loan facilities were used to finance a portion of the cash consideration payable in our
acquisition of Pointer. The outstanding amount under the revolving facility was approximately NIS 4,915, or $1,355, as of December 31,
2023.

 On March 18, 2024, the Borrowers
entered into the A&R Credit Agreement, which refinanced the facilities under, and amended and restated, the Prior Credit Agreement.
The A&R Credit Agreement provides for (i) two senior secured term loan facilities denominated in NIS to Powerfleet Israel in an aggregate
principal amount of $30 million (comprised of Facility A and Facility B in the aggregate principal amounts of $20 million and $10 million,
respectively) and (ii) two revolving credit facilities to Pointer in an aggregate principal amount of $20 million (comprised of Facility
C and Facility D in the aggregate principal amounts of $10 million and $10 million, respectively). The Term Facilities will mature on
March 18, 2029. The Revolving Facilities are available for successive one-month periods until and including March 18, 2025, unless the
Borrowers deliver prior notice to Hapoalim of their request not to renew the Revolving Facilities.

 On March 18, 2024, Powerfleet
Israel drew down $30 million in cash under the Term Facilities and used the proceeds to prepay approximately $11.2 million, representing
the remaining outstanding balance, of the term loans extended to Powerfleet Israel under the Prior Credit Agreement and distributed the
remaining proceeds to Powerfleet. The proceeds of the Revolving Facilities may be used by Pointer for general corporate purposes, including
working capital and capital expenditures.

 The Credit Facilities continue
to be secured by first ranking and exclusive fixed and floating charges, including by Powerfleet Israel over the entire share capital
of Pointer and by Pointer over all of its assets, as well as cross guarantees between Powerfleet Israel and Pointer, except that the Borrowers'
holdings in Pointer do Brasil Comercial Ltda., Pointer Argentina and Pointer South Africa are excluded from such floating charges. No
other assets of our company will serve as collateral under the Credit Facilities.

 Borrowings under the Term Facilities
will bear interest at a variable rate equal to the applicable prime interest rate, plus, in the case of borrowings under Facility A, 2.2%
per annum, and, in the case of borrowings under Facility B, 2.3% per annum. Borrowings under Facility C will bear interest, in the case
of borrowings made in NIS, at the applicable prime interest rate plus 2.5%, or, in the case of borrowings made in U.S. dollars, at SOFR
plus 2.15%. Borrowings under Facility D will bear interest at the applicable interest rate set forth in the standard form documents entered
into in connection with each utilization of Facility D. Borrowings under the Term Facilities will be denominated in NIS, based on the
applicable conversion rate at the time of conversion but will be made available to the Borrowers in U.S. dollars if requested by the Borrowers.

 Pointer is required to pay a credit allocation fee
in NIS, with respect to Facility C, and a non-utilization fee in U.S. dollars, with respect to Facility D, in each case, equal to 0.5%
per annum on undrawn and uncancelled amounts of the Revolving Facilities during the period commencing on March 18, 2024 and ending on
the last day of the applicable availability period of such Revolving Facilities.

 As a result of global supply chain disruptions, the
conflicts between Russia and Ukraine and between Israel and Hamas, rising interest rates, fluctuations in currency values, inflation and
other cost increases, there remains uncertainty surrounding the potential impact of such events on our results of operations and cash
flows. We are proactively taking steps to increase available cash on hand including, but not limited to, targeted reductions in discretionary
operating expenses and capital expenditures and borrowing under the revolving credit facility.

 On April 2, 2024, we consummated the MiX
Combination, pursuant to which MiX Telematics became our indirect, wholly owned subsidiary. The Implementation Agreement required,
as a condition to closing of the MiX Combination, that we obtain debt and/or equity financing in an amount sufficient to provide for
the redemption in full of all outstanding shares of our Series A Preferred Stock. In order to meet this condition, we entered into
the Facilities Agreement on March 7, 2024 and shortly thereafter drew down $85 million in cash under the facilities provided
thereunder. On April 2, 2024, concurrently with the closing of the MiX Combination, we used the net proceeds received from RMB and
from incremental borrowing capacity as a result of the refinancing of Credit Facilities to redeem the full $90.3 million value of
the outstanding shares of Series A Preferred Stock.

 We have incurred recurring losses and negative cash
flows from operations since inception and had an accumulated deficit of $146.3 million as of December 31, 2023. We anticipate incurring
additional losses until such time that growth in revenue and gross margin from our strategic plan centered on our Unity SaaS platform
and Warehouse safety product offerings exceed necessary investments in operating expenses, capital expenditures and debt financing costs.

 Management believes our cash and cash equivalents
of $19.3 million as of December 31, 2023, in conjunction with the debt proceeds from our lenders, plus cash generated from the execution
of our strategic plan over the next 12 months, are sufficient to fund the projected operations for at least the next 12 months from the
issuance date of these financial statements (May 9, 2024) and service our outstanding obligations.

 Capital Requirements

 As of December 31, 2023, we had cash (including
restricted cash), cash equivalents and marketable securities of $19.3 million and working capital of $23.5 million, compared to cash
(including restricted cash) and cash equivalents of $17.9 million and working capital of $36.7 million (as restated) as of December 31,
2022. Our primary sources of cash are cash flows from sales of products and services, our holdings of cash, cash equivalents and
investments from the sale of our capital stock and borrowings under our credit facilities. The MiX Combination is also expected to
be a source of positive cash flow. To date, we have not generated sufficient cash flow solely from operating activities to fund our
operations.

 Our capital requirements depend on a variety of factors,
including, but not limited to, the length of the sales cycle, the rate of increase or decrease in our existing business base, the success,
timing, and amount of investment required to bring new products to market, revenue growth or decline and potential acquisitions. Failure
to generate positive cash flow from operations will have a material adverse effect on our business, financial condition and results of
operations.

Activities

 Net cash provided by operating activities was
$4.4 million for the year ended December 31, 2023, compared to net cash provided by operating activities of $1.2 million (as restated)
for the same period in 2022. The net cash provided by operating activities for the year ended December 31, 2023 reflects a net loss
of $5.7 million and includes non-cash charges of $3.9 million for stock-based compensation, $9.4 million for depreciation and
amortization expense, a gain on bargain purchase of $9.0 million, and $2.8 million for right of use asset amortization. Changes in
operating assets and liabilities included:

 an
 increase in accounts receivable of $1.5 million;

 an
 increase in inventory of $1.7 million;

 a
 decrease in lease liabilities of $2.9 million; and

 an
 increase in accounts payable and accrued expenses of $4.5 million.

 Net
cash provided by operating activities was $1.2 million (as restated) for the year ended December 31, 2022, compared to net cash used in
operating activities of $5.4 million (as restated) for the same period in 2021. The net cash provided by operating activities for the
year ended December 31, 2022 reflects a net loss of $6.8 million (as restated) and includes non-cash charges of $4.3 million for
stock-based compensation, $8.3 million for depreciation and amortization expense and $2.8 million for right of use asset
amortization. Changes in operating assets and liabilities included:

 an
 increase in accounts receivable of $1.4 million (as restated);

 an
 increase in inventory of $4.5 million;

 a
 decrease in lease liabilities of $2.7 million; and

 a
 decrease in accounts payable and accrued expenses of $0.6 (as restated) million.

 Investing
Activities

 Net
cash provided by investing activities was $1.5 million for the year ended December 31, 2023, compared to net cash used in investing
activities of $6.3 million (as restated) for the same period in 2022. The increase in net cash provided by investing activities was
primarily due to $8.7 million in net proceeds from the acquisition of Movingdots, partially offset by $3.6 million for the purchase
of fixed assets and $3.5 million (as restated) for capitalized software development costs.

 Net
cash used in investing activities was $6.3 million (as restated) for the year ended December 31, 2022, compared to net cash used in
investing activities of $3.0 million (as restated) for the same period in 2021. The cash used in investing activities for the years
ended December 31, 2022 and 2021 was for the purchase of fixed assets and capitalized software development.

 Financing
Activities

 Net
cash used in financing activities was $3.7 million for the year ended December 31, 2023, compared to net cash used in financing
activities of $0.3 million for the same period in 2022. The increase in net cash used in financing activities was primarily due to
the payment in cash of preferred stock dividends totaling $3.4 million compared to $0 in 2022, net of the changes in the repayment of long-term debt and change in short-term debt, net balance.

 Net
cash used in financing activities was $0.3 million for the year ended December 31, 2022, compared to net cash provided by financing activities
of $16.2 million for the same period in 2021. The 2021 period was represented by net proceeds from our stock offering of $26.9 million
offset by the net repayment of long-term debt of $5.6 million and the payment of preferred stock dividends of $4.1 million. In 2022,
dividends were not paid in cash and the net cash used in financing was primarily from the repayment of long-term debt, net of proceeds
from debt.

 Inflation

 Rising
inflation and other macroeconomic conditions in the U.S. have resulted in higher costs of raw materials, freight, and labor, which has
impacted our operating costs. In addition, we operate in several emerging market economies that are particularly vulnerable to the impact
of inflationary pressures that could materially and adversely impact our operations in the foreseeable future.

 Business
Acquisitions

 In
addition to focusing on our core applications, we adapt our systems to meet our customers' broader asset management needs and seek
opportunities to expand our solution offerings through strategic acquisitions.

 On
March 6, 2023, we entered into a definitive share purchase and transfer agreement (the "SPA") with Swiss Re Reinsurance Holding
Company Ltd ("Swiss Re") to acquire all of the outstanding shares of Movingdots for consideration consisting of 1 and
the issuance by us of a ten-year warrant to purchase 800,000 shares of our common stock at an exercise price of $7.00 per share. Under
the SPA, Swiss Re was required to ensure that Movingdots had available cash and cash equivalents of at least 8,000,000 as of the
closing date. The transaction closed on March 31, 2023.

 On April 2, 2024, we consummated the MiX Combination, pursuant to which Powerfleet Sub acquired all the issued ordinary
shares of MiX Telematics, including those represented by MiX Telematics' American Depositary Shares, through the implementation
of the Scheme in accordance with Sections 114 and 115 of the Companies Act, in exchange for shares of our common stock. As a result, MiX
Telematics became our indirect, wholly owned subsidiary.

 As
a result of the MiX Combination, the combined company remains Powerfleet and our common stock continues to be listed on The Nasdaq
Global Market and the Tel Aviv Stock Exchange under the symbol "PWFL." Additionally, our common stock has been listed on
the JSE by way of a secondary inward listing under the symbol "PWR."

 MiX
Telematics is a leading global provider of fleet and mobile asset management solutions delivered as SaaS to over one million global subscribers
spanning more than 120 countries. MiX Telematics' products and services provide enterprise fleets, small fleets, and consumers
with efficiency, safety, compliance, and security solutions. The MiX Combination is expected to provide us with operational synergies
and access to a broader base of customers.

 The
MiX Combination has been accounted for as a business combination, and we have been identified as the accounting acquirer.

 Off-Balance
Sheet Arrangements

 We
do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
that is material to investors.

 Recently
Issued Accounting Pronouncements

 In November 2023, the Financial
Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2023-07, "Segment Reporting (Topic 280):
Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which requires additional operating segment disclosures
in annual and interim consolidated financial statements. ASU 2023-07 is effective for annual periods beginning after December 15, 2023
and for interim periods beginning after December 15, 2024 on a retrospective basis, with early adoption permitted. We are evaluating
the effect of adopting ASU 2023-07.

 In December 2023, the FASB issued Accounting Standards Update No. 2023-09, "Income Taxes (Topic 740): Improvements
to Income Tax Disclosures" ("ASU 2023-09"), which requires disclosure of disaggregated income taxes paid, prescribes
standard categories for the components of the effective tax rate reconciliation and modifies other income tax-related disclosures. ASU
2023-09 is effective for annual periods beginning after December 15, 2024 on a retrospective or prospective basis. We are evaluating
the effect of adopting ASU 2023-09.

 In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses
(Topic 326) Measurement of Credit Losses on Financial Instruments," which amends the guidance on measuring credit losses on financial
assets held at amortized cost. The amendment is intended to address the issue that the previous "incurred loss" methodology
was restrictive for an entity's ability to record credit losses based on not yet meeting the "probable" threshold. The
new language will require these assets to be valued at amortized cost presented at the net amount expected to be collected with a valuation
provision. We adopted ASU No. 2016-13 on January 1, 2023. The adoption of the standard did not result in a material impact on
the consolidated financial statements.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risks.

 Not
applicable.

 Item
8. Financial Statements and Supplementary Data.

TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 42)

 Balance Sheets at December 31, 2022 (As restated) and 2023

 Statements of Operations for the Years Ended December 31, 2021 (As restated), 2022 (As restated) and 2023

 Statements of Comprehensive Loss for the Years Ended December 31, 2021 (As restated), 2022 (As restated) and 2023

 Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2021 (As restated), 2022 (As restated) and
 2023

 Statements of Cash Flows for the Years Ended December 31, 2021 (As restated), 2022 (As restated) and 2023

 Notes to the Consolidated Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Stockholders and the Board of Directors of Powerfleet, Inc.

 Opinion
on the Financial Statements

 We have audited the accompanying
consolidated balance sheets of PowerFleet, Inc. and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated
statements of operations, comprehensive loss, changes in stockholders' equity and cash flows for each of the three years in the
period ended December 31, 2023, and the related notes (collectively referred to as the "consolidated financial statements").
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company
at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December
31, 2023, in conformity with U.S. generally accepted accounting principles.

 We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based
on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework), and our report dated May 9, 2024 expressed an adverse opinion thereon.

 Restatement of 2022 and 2021 Financial Statements

 As discussed in Note 2 to
the consolidated financial statements, the 2022 and 2021 consolidated financial statements have been restated to correct misstatements.

 Basis
for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The critical audit matters communicated below are
matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the
audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on
the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing
a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

 Valuation
of Goodwill

 Description
 of the Matter

 At December 31, 2023, the Company reported $83.5 million of goodwill. As discussed in Notes 3 and 9 to the consolidated
financial statements, goodwill is tested for impairment at least annually at the reporting unit level.

 Auditing management's annual goodwill impairment test was complex and highly judgmental due to the significant
estimation required to determine the fair value of the reporting unit. In particular, the fair value estimate was sensitive to significant
assumptions, such as the weighted average cost of capital, revenue growth and cost growth all of which are affected by expectations about
future operations and market conditions. Further, the identified material weakness relating to management not adequately preparing and
maintaining evidence of their review of significant assumptions relating to the annual goodwill impairment assessment affected our audit
procedures in this area.

 How
 We Addressed the

 Matter
 in Our Audit

 To test the fair value of the
 Company's reporting unit, we performed audit procedures with the assistance of internal valuation specialists that included,
 among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data used by the
 Company in its analysis. We compared the significant assumptions used by management to current industry and economic trends,
 including key performance indicators, and evaluated whether changes in the Company's business would affect the significant
 assumptions. We assessed the historical accuracy of management's estimates and performed a sensitivity analysis of significant
 assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions. We
 compared the data used in the analysis to supporting documentation and analyses. The nature and extent of our audit procedures
 considered the inability to rely on controls over management's goodwill impairment review process as a result of the material
 weakness described above.

 Uncertain Tax Positions

 Description
 of the Matter

 As discussed in Note 18 of the consolidated financial statements, the Company has recorded a liability of $0.3 million
related to uncertain tax positions as of December 31, 2023. The Company conducts business in the US and various foreign countries and
is therefore subject to US federal and state income taxes, as well as income taxes of multiple foreign jurisdictions. Due to the multinational
operations of the Company and changes in global income tax laws and regulations, including those in the US, there is complexity in the
accounting for and monitoring of the provision for uncertain tax positions.

 Auditing management's identification and measurement of uncertain tax positions involved complex analysis and
auditor judgment related to the evaluation of the income tax consequences of changes in income tax laws and regulations in various jurisdictions,
which are often subject to interpretation.

 How
 We Addressed the Matter in Our Audit

 Our audit procedures included, among others, evaluating the Company's assumptions and the underlying data used
to identify its uncertain tax positions and to estimate the amount of the related unrecognized income tax benefits by jurisdiction. We
obtained an understanding of the Company's legal structure by reviewing its organizational charts. Due to the complexity of the
tax law in various jurisdictions, we involved our income tax professionals to assess the Company's interpretation of and compliance
with tax laws in these jurisdictions, as well as to identify relevant tax law changes. In certain circumstances, we involved our income
tax professionals to evaluate the technical merits of the Company's tax positions and to evaluate income tax opinions or other third-party
advice obtained by the Company.

 /s/
 Ernst & Young LLP

 We
 have served as the Company's auditor since 2019.

 Iselin,
 New Jersey

 May

 Report
of Independent Registered Public Accounting Firm

 To
the Stockholders and the Board of Directors of Powerfleet, Inc.

 Opinion
on Internal Control Over Financial Reporting

 We have audited PowerFleet, Inc. and subsidiaries' internal control over financial reporting as of December
31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, because of the effect of the material weaknesses described
below on the achievement of the objectives of the control criteria, PowerFleet, Inc. and subsidiaries (the Company) has not maintained
effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

 A material weakness is a deficiency, or
combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a
material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely
basis. The following material weaknesses have been identified and included in management's assessment. Management has
identified material weaknesses in the design and operation of controls related to the determination of standalone selling price,
capitalized software, the Movingdots GmbH business combination, valuation of goodwill, measurement and valuation of the convertible
redeemable preferred stock and the financial statement close process, which includes the information technology general controls in
the areas of user access and change management over key information technology systems that support the Company's financial
reporting processes, the related process-level information technology dependent manual controls and application controls.

 We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations,
comprehensive loss, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31,
2023, and the related notes. These material weaknesses were considered in determining the nature, timing and extent of audit tests applied
in our audit of the 2023 consolidated financial statements, and this report does not affect our report dated May 9, 2024, which expressed
an unqualified opinion thereon.

 Basis
for Opinion

 The Company's management is responsible for
maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial
reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects.

 Our audit included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.

 Definition
and Limitations of Internal Control Over Financial Reporting

 A company's internal control over financial
reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition
of the company's assets that could have a material effect on the financial statements.

 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 /s/
 Ernst & Young LLP

 Iselin,
New Jersey

 May

Balance Sheets

 (In
thousands, except per share data)

 Current assets:

 Cash and cash equivalents

 $

 $
 19,022

 Restricted cash

 Accounts receivable, net of allowance for credit losses of $ 2,567 and $ 2,797
 in 2022 and 2023, respectively

 32,647

 32,440

 Inventory, net

 22,272

 22,602

 Deferred costs – current

 Prepaid expenses and other current assets

 7,536

 7,568

 Total current assets

 81,206

 82,025

 Fixed assets, net

 9,249

 12,383

 Intangible assets, net

 22,908

 20,075

 Right of use asset

 7,820

 6,195

 Severance payable fund

 3,760

 3,802

 Deferred tax asset

 3,308

 2,863

 Other assets

 6,318

 6,916

 Total assets

 $
 218,056

 $
 217,746

 Current liabilities:

 Short-term bank debt and current maturities of long-term debt

 $
 10,312

 $
 21,091

 Accounts payable and accrued expenses

 25,397

 30,296

 Deferred revenue – current

 6,376

 5,666

 Lease liability – current

 2,441

 1,503

 Total current liabilities

 44,526

 58,556

 Long-term debt – less current maturities

 11,403

 -

 Deferred revenue – less current portion

 4,431

 4,956

 Lease liability – less current portion

 5,628

 4,908

 Accrued severance payable

 4,365

 4,533

 Deferred tax liability

 4,901

 4,450

 Other long-term liabilities

 1,788

 2,422

 Total liabilities

 77,042

 79,825

 Commitments and Contingencies (note 19)

 -

 -

 Convertible redeemable preferred stock: Series A – 100
 shares authorized, $ 0.01
 par value; 59
 and 60
 shares issued and outstanding at December 31, 2022 and December 31, 2023, respectively, at redemption value of $ 90,273 at December 31, 2023

 72,031

 80,277

 Preferred stock; authorized 50,000
 shares, $ 0.01 par value;

 -

 -

 Common stock; authorized 75,000 shares, $ 0.01 par value; 37,605 and 38,716 shares issued at December 31, 2022 and December 31, 2023, respectively; shares outstanding, 36,170 and 37,229 at December 31, 2022 and December 31, 2023, respectively

 Additional paid-in capital

 212,703

 Accumulated deficit

)

 ( 146,281
)

 Accumulated other comprehensive loss

)

 ( 616
)

 Treasury stock; 1,435 and 1,487 common shares at cost at December 31, 2022 and December 31, 2023, respectively

)

 ( 8,651
)

 Total Powerfleet, Inc. stockholders' equity

 68,905

 57,542

 Non-controlling interest

 Total equity

 57,644

 Total liabilities, convertible redeemable preferred stock, and stockholders' equity

 $
 218,056

 $
 217,746

 SEE

Statements of Operations

 (In
thousands, except per share data)

 2021 (As

 2022 (As

 2023

 $
 52,902

 $
 56,945

 $
 49,741

 73,058

 78,967

 83,995

 Total revenues

 125,960

 133,736

 Cost of revenues:

 Cost of products

 39,627

 42,569

 36,404

 Cost of services

 26,580

 28,350

 30,256

 Total cost of revenues

 66,207

 70,919

 66,660

 Gross profit

 59,753

 64,993

 67,076

 Operating expenses:

 Selling, general and administrative expenses

 56,496

 63,492

 71,253

 Research and development expenses

 11,429

 8,472

 8,380

 Total operating expenses

 67,925

 71,964

 79,633

 Loss from operations

 ( 8,172
)

 ( 6,971
)

 ( 12,557
)

 Interest income

 Interest expense, net

 ( 2,764
)

 ( 1,602
)

 Bargain purchase – Movingdots

 -

 -

 9,034

 Other (expense) income, net

 ( 29
)

 Net loss before income taxes

 ( 10,883
)

 ( 5,882
)

 ( 5,051
)

 Income tax expense

 ( 1,888
)

 ( 870
)

 ( 589
)

 Net loss before non-controlling interest

 ( 12,771
)

 ( 6,752
)

 ( 5,640
)

 Non-controlling interest

 ( 2
)

 ( 35
)

 Net loss

 ( 12,766
)

)

 ( 5,675
)

 ( 5,190
)

 ( 5,906
)

 ( 7,139
)

 Preferred stock dividends

)

 ( 4,231
)

 ( 4,493
)

 $
)

 $
)

 $
 ( 17,307
)

 Net loss per share attributable to common stockholders – basic and diluted

 $
 ( 0.64
)

 $
)

 $
)

 Weighted average common shares outstanding – basic and diluted

 SEE

Statements of Comprehensive Loss

 (In
thousands, except per share data)

 2021 (As

 2022 (As

 2023

 $
)

 $
)

 $
 ( 17,307
)

 ( 8
)

)

 Total other comprehensive income (loss)

 ( 8
)

)

 Comprehensive loss

 $
 ( 22,076
)

 $
 ( 18,492
)

 $
 ( 16,713
)

 SEE

Statements of Changes in Stockholders' Equity

 (In
thousands, except per share data)

 Stock

 Other

 Number of

 Paid-in

 Deficit

 Income (Loss)

 Stock

 Stockholders'

 Balance at January 1, 2021 (As issued)

 32,280

 $

 $
 206,499

 $
 ( 121,150
)

 $

 $
 ( 6,858
)

 $

 $
 79,288

 Restatement adjustments

 -

 -

 ( 4,713
)

 ( 137
)

 -

 -

 -

 ( 4,850
)

 at January 1, 2021 (As restated)

 32,280

 201,786

 ( 121,287
)

 ( 6,858
)

 74,438

 Net
 loss attributable to common stockholders (As restated)

 -

 -

 ( 9,303
)

 ( 12,765
)

 -

 -

 -

)

 Net
 loss attributable to non-controlling interest

 -

 -

 -

 -

 -

 -

 ( 5
)

 ( 5
)

 currency translation adjustment

 -

 -

 -

 -

 ( 8
)

 -

 ( 4
)

 -

 -

 -

 -

 Forfeiture

 ( 89
)

 ( 1
)

 -

 -

 -

 -

 -

 ( 1
)

 Vesting
 of restricted stock units

 -

 -

 -

 -

 -

 -

 -

 issued pursuant to exercise of stock options

 -

 -

 -

 -

 withheld pursuant to exercise of stock options

 -

 -

 -

 -

 -

 ( 647
)

 -

 ( 647
)

 withheld pursuant to vesting of restricted stock

 -

 -

 -

 -

 -

 ( 794
)

 -

 ( 794
)

 shares issued, net of issuance costs

 4,428

 26,822

 -

 -

 -

 -

 26,866

 Stock

 -

 -

 4,676

 -

 -

 -

 -

 4,676

 at December 31, 2021 (As restated)

 37,263

 $

 $
 224,852

 $
 ( 134,052
)

 $

 $
 ( 8,299
)

 $

 $
 83,351

 Net
 loss attributable to common stockholders (As restated)

 -

 -

 ( 10,137
)

)

 -

 -

 -

)

 Net
 income attributable to non-controlling interest

 -

 -

 -

 -

 -

 -

 currency translation adjustment

 -

 -

 -

 -

)

 -

 ( 10
)

 ( 1,611
)

 ( 5
)

 -

 -

 -

 -

 -

 Forfeiture

 ( 186
)

 ( 2
)

 -

 -

 -

 -

 -

 Vesting
 of restricted stock units

 -

 -

 -

 -

 -

 -

 -

 withheld pursuant to vesting of restricted stock

 -

 -

 -

 -

 -

 ( 211
)

 -

 ( 211
)

 Stock

 -

 -

 4,343

 -

 -

 -

 -

 4,343

 at December 31, 2022 (As restated)

 37,605

 $

 $

 $
)

 $
)

 $
)

 $

 $

 37,605

 $

 $

 $
)

 $
)

 $
)

 $

 $

 Retained earnings adjustment for adoption of ASU 2016-13

 -

 -

 -

 -

 -

 -

 Net
 loss attributable to common stockholders (As restated)

 -

 -

 ( 11,632
)

 ( 5,675
)

 -

 -

 -

 ( 17,307
)

 Net
 income attributable to non-controlling interest

 -

 -

 -

 -

 -

 -

 Net
 income (loss) attributable to non-controlling interest

 -

 -

 -

 -

 -

 -

 Warrant
 issued in connection with acquisition

 -

 -

 1,347

 -

 -

 -

 -

 1,347

 currency translation adjustment

 -

 -

 -

 -

 -

 ( 11
)

 1,247

 ( 13
)

 -

 -

 -

 -

 -

 Forfeiture

 ( 152
)

 ( 2
)

 -

 -

 -

 -

 Exercise
 of stock options

 -

 -

 -

 -

 -

 withheld pursuant to vesting of restricted stock

 -

 -

 -

 -

 -

 ( 141
)

 -

 ( 141
)

 Stock

 -

 -

 3,908

 -

 -

 -

 -

 3,908

 at December 31, 2023

 38,716

 $

 $
 212,703

 $
 ( 146,281
)

 $
 ( 616
)

 $
 ( 8,651
)

 $

 $
 57,644

 38,716

 $

 $
 212,703

 $
 ( 146,281
)

 $
 ( 616
)

 $
 ( 8,651
)

 $

 $
 57,644

 SEE

Statements of Cash Flows

 In
thousands (except per share data)

 2021

 2022

 2023

 2021 (As restated)

 2023

 Cash flows from operating activities:

 Net loss

 $
 ( 12,766
)

 $
)

 $
 ( 5,675
)

 Adjustments to reconcile net loss to cash (used in) provided by operating activities:

 Non-controlling interest

 ( 5
)

 Gain on bargain purchase

 -

 -

 ( 9,034
)

 Inventory reserve

 ( 22
)

 1,500

 Stock based compensation expense

 4,676

 4,343

 3,908

 Depreciation and amortization

 8,553

 8,262

 9,445

 Right-of-use assets, non-cash lease expense

 2,908

 2,756

 2,814

 Bad debt expense

 1,767

 Deferred income taxes

 1,888

 ( 6
)

 Other non-cash items

 Changes in:

 Accounts receivable

 ( 9,549
)

 ( 1,368
)

 ( 1,460
)

 ( 5,943
)

 ( 4,473
)

 ( 1,743
)

 Prepaid expenses and other assets

 ( 2,860
)

 ( 816
)

 Deferred costs

 2,990

 1,608

 Deferred revenue

 ( 1,767
)

 ( 627
)

 ( 295
)

 Accounts payable and accrued expenses

 8,140

 ( 533
)

 4,440

 Lease liabilities

 ( 2,790
)

 ( 2,739
)

 ( 2,851
)

 Accrued severance payable, net

 ( 145
)

 ( 42
)

 ( 21
)

 Net cash (used in) provided by operating activities

 ( 5,390
)

 1,249

 4,397

 Cash flows from investing activities:

 Acquisitions, net of cash assumed

 -

 -

 8,722

 Purchase of investments

 -

 ( 100
)

 ( 100
)

 Capitalized software development costs

 ( 627
)

 ( 2,219
)

 ( 3,629
)

 Capital expenditures

 ( 2,400
)

 ( 4,011
)

 ( 3,464
)

 Net cash (used in) provided by investing activities

 ( 3,027
)

 ( 6,330
)

 1,529

 Cash flows from financing activities:

 Net proceeds from stock offering

 26,867

 -

 -

 Repayment of long-term debt

 ( 5,571
)

 ( 5,659
)

 ( 4,408
)

 Short-term bank debt, net

 ( 270
)

 5,709

 4,321

 Purchase of treasury stock upon vesting of restricted stock

 ( 794
)

 ( 211
)

 ( 141
)

 Repayment of financing lease

 ( 138
)

 ( 121
)

 ( 129
)

 Payment of preferred stock dividend

)

 -

 ( 3,385
)

 Proceeds from exercise of stock options, net

 -

 Net cash (used in) provided by financing activities

 16,211

 ( 282
)

 ( 3,706
)

 Effect of foreign exchange rate changes on cash and cash equivalents

 ( 3,408
)

 ( 877
)

 Net increase (decrease) in cash, cash equivalents and restricted cash

 8,325

 ( 8,771
)

 1,343

 Cash, cash equivalents and restricted cash - beginning of year

 Cash, cash equivalents and restricted cash - end of year

 $

 $

 $
 19,332

 Reconciliation of cash, cash equivalents, and restricted cash, beginning of year

 Cash and cash equivalents

 18,127

 Restricted cash

 Cash, cash equivalents, and restricted cash, beginning of year

 $

 $

 $

 Reconciliation of cash, cash equivalents, and restricted cash, end of year

 Cash and cash equivalents

 19,022

 Restricted cash

 Cash, cash equivalents, and restricted cash, end of year

 $

 $

 $
 19,332

 Supplemental disclosure of cash flow information:

 Cash paid for:

 Taxes

 $

 $

 $

 $
 1,474

 $
 1,308

 $
 1,656

 Noncash investing and financing activities:

 Value of shares withheld pursuant to exercise of stock options

 $

 $
 -

 $
 -

 Value of warrant issued in connection with Movingdots acquisition

 $
 -

 $
 -

 $
 1,347

 Value of licensed intellectual property acquired in connection with Movingdots acquisition

 $
 -

 $
 -

 $
 1,517

 Preferred stock dividends paid in shares

 $
 -

 $

 4,231

 $

 1,108

 SEE

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 DECEMBER
31, 2022 and 2023

 In
thousands (except per share data)

 NOTE
1 - DESCRIPTION OF BUSINESS AND LIQUIDITY

 The
Company is a global leader of Internet-of-Things ("IoT") solutions providing valuable business intelligence for managing
high-value enterprise assets that improve operational efficiencies.

 I.D.
Systems, Inc. was incorporated in the State of Delaware in 1993. Powerfleet, Inc. was incorporated in the State of Delaware in February
2019 for the purpose of effectuating the transactions pursuant to which the Company acquired Pointer Telocation Ltd. (the "Pointer Merger")
and commenced operations on October 3, 2019, upon the closing of the Pointer Merger.

 Impact
of Macroeconomic Conditions and Supply Chain Disruptions

 Higher
interest rates and inflation, fluctuations in currency values, and the conflicts between Russia
and Ukraine and between Israel and Hamas have resulted in significant economic disruption and adversely impacted the broader global
economy, including our customers and suppliers. The extent of the impact of such conditions on our business and financial results will
depend largely on future developments that cannot be accurately predicted at this time, including the duration of higher interest rates
and inflation, the resilience of currency values, and the resolution or escalation of geopolitical conflicts, particularly those between
Russia and Ukraine and between Israel and Hamas, and the impact of these and other factors on capital and financial markets and the related
impact on the financial circumstances of our employees, customers and suppliers.

 In
addition, the Company has experienced a significant impact to its supply chain given the challenges stemming from ongoing
macroeconomic conditions, including delays in supply chain deliveries, extended lead times and shortages of certain key components,
some raw material cost increases and slowdowns at certain production facilities. As a result of these supply chain issues, the
Company has had to increase its volume of inventory beginning in 2022 to ensure supply. The Company incurred supply chain constraint
expenses which lowered its gross margins and decreased its profitability primarily during the last six months of 2021 and first nine
months of 2022. The supply chain disruptions have delayed and may continue to delay the timing of some orders and expected
deliveries of the Company's products. If the impact of the supply chain disruptions is more severe than the Company expects,
it could result in longer lead times, inventory supply challenges and further increased costs, all of which could result in the
deterioration of the Company's results, potentially for a longer period than currently anticipated.

 As
of the date of these audited consolidated financial statements, the full extent to which global economic conditions and geopolitical
conflicts may materially impact the Company's business, results of operations and financial condition is uncertain.

 Liquidity

 As
of December 31, 2023, the Company had cash (including restricted cash) and cash equivalents of $ 19,300 and working capital of $ 23,500. The Company's primary sources of cash are cash flows from sales of products and services, its holdings of cash, cash equivalents
and investments from the sale of its capital stock and borrowings under its credit facilities. To date, the Company has not generated sufficient
cash flows solely from operating activities to fund its operations.

 In
addition, the Company's subsidiaries, Powerfleet Israel Ltd. ("Powerfleet Israel") and Pointer Telocation Ltd.
("Pointer" and, together with Powerfleet Israel, the "Borrowers") were party to a Credit Agreement (the
"Prior Credit Agreement") with Bank Hapoalim B.M. ("Hapoalim"), pursuant to which Hapoalim provided
Powerfleet Israel with two senior secured term loan facilities denominated in New Israeli Shekels ("NIS") in an initial
aggregate principal amount of $ 30,000
(comprised of two facilities in the aggregate principal amounts of $ 20,000
and $ 10,000)
and a five-year
revolving credit facility to Pointer in an initial aggregate principal amount of $ 10,000.
The proceeds of the term loan facilities were used to finance a portion of the cash consideration payable in the Company's
acquisition of Pointer. The Company borrowed net NIS 4,915,
or $ 1,355,
under the revolving credit facility as of December 31, 2023. See Note 12 for additional information.

 On March 18, 2024, the Borrowers entered into an amended
and restated credit agreement (the "A&R Credit Agreement"), which refinanced the facilities under, and amended and restated,
the Prior Credit Agreement. The A&R Credit Agreement provides for (i) two senior secured term loan facilities denominated in NIS to
Powerfleet Israel in an aggregate principal amount of $ 30,000 (comprised of two facilities in the aggregate principal amounts of $ 20,000
and $ 10,000, respectively) and (ii) two revolving credit facilities to Pointer in an aggregate principal amount of $ 20,000 (comprised
of two revolvers in the aggregate principal amounts of $ 10,000 and $ 10,000, respectively). On March 18, 2024, Powerfleet Israel
drew down $ 30,000 in cash under the term loan facilities and used the proceeds to prepay approximately $ 11,200, representing
the remaining outstanding balance, of the term loans extended to Powerfleet Israel under the Prior Credit Agreement and distributed the
remaining proceeds to Powerfleet. The proceeds of the revolving facilities may be used by Pointer for general corporate purposes, including
working capital and capital expenditures.

 On April 2, 2024, the Company
consummated the transactions contemplated by the Implementation Agreement, dated as of October 10, 2023 (the "Implementation
Agreement"), that the Company entered into with Main Street 2000 Proprietary Limited, a private company incorporated in the
Republic of South Africa and a wholly owned subsidiary of the Company, and MiX Telematics Limited, a public company incorporated
under the laws of the Republic of South Africa ("MiX Telematics"), pursuant to which MiX Telematics became an indirect,
wholly owned subsidiary of the Company (the "MiX Combination"). The Implementation Agreement required, as a condition to
closing of the MiX Combination, that the Company obtain a debt and/or equity financing in an amount sufficient to provide for the
redemption in full of all outstanding shares of the Company's Series A Convertible Preferred Stock ("Series A Preferred
Stock"). In order to meet this condition, the Company entered into a facilities agreement (the "Facilities
Agreement") with FirstRand Bank Limited (acting through its Rand Merchant Bank division) ("RMB") on March 7, 2024
and shortly thereafter drew down $ 85,000 in
cash under the Facilities Agreement. On April 2, 2024, concurrently with the closing of the MiX Combination, the Company used the
net proceeds received from RMB and from incremental borrowing capacity as a result of the refinancing of credit facilities with
Hapoalim to redeem in full $ 90,300 for the outstanding shares of the Series A Preferred Stock.

 See Note 20 for additional information on the
financings that occurred after the year ended December 31, 2023.

 Management
believes the Company's cash and cash equivalents of $ 19.3
million as of December 31, 2023 in conjunction with cash generated from the execution of its strategic plan over the next 12 months, and proceeds from the debt agreements are sufficient to fund the projected operations for at least the next 12 months from the
issuance date of these financial statements (May 9, 2024) and service the Company's outstanding obligations. Such
expectation is based, in part, on the achievement of a certain volume of assumed revenue and gross margin; however, there is no
guarantee the Company will achieve this amount of revenue and gross margin during the assumed time period. Management assessed
various additional operating cost reduction options that are available to the Company and would be implemented, if assumed levels of
revenue and gross margin are not achieved and additional funding is not obtained.

 NOTE
2 – RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

 Description
of Restatement Adjustments

 In
connection with the preparation of the Company's audited consolidated financial statements for the year ended December 31,
2023, the Company determined that the accounting for the redemption premium associated with the Series A Preferred Stock was
understated resulting in an understatement of "net loss attributable to common stockholders" and "net loss per
share attributable to common stockholders" for each period, an understatement of the value of the convertible redeemable
preferred stock as of each balance sheet date, and an overstatement of the additional paid-in capital as of each balance sheet date.
The required adjustments to correct the redemption value of the calculation of the Series A Preferred Stock and the related
accretion of the value of the preferred stock in the consolidated statement of operations include the recording of a non-cash
accretion resulting in an increase in the net loss attributable to common stockholders, an increase in the
"convertible redeemable preferred stock", and a decrease of "additional paid-in capital" for all annual and
interim periods in fiscal years 2021, 2022, and through September 30, 2023.

 The correction of the error results in reporting the value of the convertible preferred stock including
the accretion to the redemption value from the date of original issuance through each balance sheet date applying the interest method.
The Company determined that it is appropriate to restate the financial statements for the fiscal years ended December 31, 2021 and 2022
and each of the interim periods during the 2022 and 2023 fiscal years included
in this Annual Report on Form 10-K in addition to correcting other unrelated immaterial errors that were previously either unrecorded
or recorded as out-of-period adjustments.

 The following tables present the impact of all
of these adjustments on the Company's previously reported consolidated financial statements. The "As Reported" amounts
in the following tables are amounts derived from the Company's previously filed Annual Reports on Form 10-K and Quarterly Reports
on Form 10-Q. The amounts in the columns labeled "Redemption Premium Adjustment" represent the effect of adjustments resulting
from the correction of the understatement of the Company's net loss attributable to common stockholders and net loss per share
attributable to common stockholders for each period for each period, as well as the impact of the cumulative amount on the value of the
convertible redeemable preferred stock and additional paid-in capital as of each balance sheet date. The amounts in the columns labeled
"Other Adjustments" represent the effect of other adjustments that relate to other unrelated errors in previously filed financial
statements that were not material, individually or in the aggregate, to such filed financial statements. The effects of the restatement
have been corrected in all impacted tables and footnotes throughout these consolidated financial statements.

 Consolidation Financial Statements – Restatement
Reconciliation Tables

OF CONSOLIDATION FINANCIAL STATEMENTS

 Audited Financial Statements

 The
following table presents the impact of the financial statement adjustments on the Company's previously reported Consolidated Balance
Sheet as of December 31, 2022:

 December
 31, 2022 (As restated)

 As

 Other

 As

 Cash

 $

 $
 -

 $
 -

 $

 cash

 -

 -

 32,493

 -

 32,647

 net

 22,272

 -

 -

 22,272

 costs - current

 -

 -

 7,709

 -

 ( 173
)

 7,536

 Total

 81,225

 -

 ( 19
)

 81,206

 -

 -

 -

 -

 Fixed

 9,249

 -

 -

 9,249

 -

 -

 22,908

 -

 -

 22,908

 Right

 7,820

 -

 -

 7,820

 3,760

 -

 -

 3,760

 3,225

 -

 3,308

 Other

 5,761

 -

 6,318

 Total

 $
 217,435

 $
 -

 $

 $
 218,056

 $
 10,312

 $
 -

 $
 -

 $
 10,312

 -

 -

 -

 -

 26,598

 -

 ( 1,201
)

 25,397

 revenue - current

 6,363

 -

 6,376

 Lease
 liability - current

 2,441

 -

 -

 2,441

 Total

 45,714

 -

 ( 1,188
)

 44,526

 debt - less current maturities

 11,403

 -

 -

 11,403

 revenue - less current portion

 4,390

 -

 4,431

 Lease
 liability - less current portion

 5,628

 -

 -

 5,628

 4,365

 -

 -

 4,365

 4,919

 -

 ( 18
)

 4,901

 Other

 -

 1,152

 1,788

 Total

 77,055

 -

 ( 13
)

 77,042

 57,565

 14,466

 -

 72,031

 stock

 -

 -

 -

 -

 stock

 -

 -

 233,521

 ( 14,466
)

 -

 ( 141,440
)

 -

)

)

 -

 -

)

 stock

)

 -

 -

)

 Total

 82,737

 ( 14,466
)

 68,905

 -

 -

 Total

 82,815

 ( 14,466
)

 Total

 $
 217,435

 $
 -

 $

 $
 218,056

 The
following table presents the impact of the financial statement adjustments on the Company's previously reported Consolidated Statement
of Operations for the year ended December 31, 2021:

 Year
 Ended December 31, 2021 (As restated)

 As

 Other

 As

 $
 52,981

 $
 -

 $
 ( 79
)

 $
 52,902

 73,227

 -

 ( 169
)

 73,058

 Total

 126,208

 -

 ( 248
)

 125,960

 Cost

 Cost

 39,445

 -

 39,627

 Cost

 26,580

 -

 -

 26,580

 Total

 66,025

 -

 66,207

 Gross

 60,183

 -

 ( 430
)

 59,753

 57,100

 -

 ( 604
)

 56,496

 11,058

 -

 11,429

 Total

 68,158

 -

 ( 233
)

 67,925

 Loss

 ( 7,975
)

 -

 ( 197
)

 ( 8,172
)

 -

 -

 ( 2,764
)

 -

 -

 ( 2,764
)

 -

 -

 -

 -

 Other

 -

 -

 Net

 ( 10,686
)

 -

 ( 197
)

 ( 10,883
)

 ( 2,607
)

 -

 ( 1,888
)

 Net

 ( 13,293
)

 -

 ( 12,771
)

 -

 -

 Net
 loss

 ( 13,288
)

 -

 ( 12,766
)

 ( 672
)

)

 -

 ( 5,190
)

)

 -

 -

)

 Net

 $
 ( 18,072
)

 $
)

 $

 $
)

 Net
 stockholders – basic and diluted

 $
 ( 0.52
)

 $
 ( 0.13
)

 $
 0.02

 $
 ( 0.64
)

 average common shares outstanding – basic and diluted

 The
following table presents the impact of the financial statement adjustments on the Company's previously reported Consolidated Statement
of Operations for the year ended December 31, 2022:

 Year
 Ended December 31, 2022 (As restated)

 As

 Other

 As

 $
 56,313

 $
 -

 $

 $
 56,945

 78,844

 -

 78,967

 Total

 135,157

 -

 Cost

 Cost

 42,636

 -

 ( 67
)

 42,569

 Cost

 28,350

 -

 -

 28,350

 Total

 70,986

 -

 ( 67
)

 70,919

 Gross

 64,171

 -

 64,993

 63,001

 -

 63,492

 8,964

 -

 ( 492
)

 8,472

 Total

 71,965

 -

 ( 1
)

 71,964

 Loss

 ( 7,794
)

 -

 ( 6,971
)

 -

 -

 -

 -

 -

 -

 -

 -

 Other

 -

 -

 Net

 ( 6,705
)

 -

 ( 5,882
)

 ( 296
)

 -

 ( 574
)

 ( 870
)

 Net

 ( 7,001
)

 -

 ( 6,752
)

 ( 2
)

 -

 -

 ( 2
)

 Net
 loss

 ( 7,003
)

 -

)

 ( 671
)

)

 -

 ( 5,906
)

 ( 4,231
)

 -

 -

 ( 4,231
)

 Net

 $
 ( 11,905
)

 $
)

 $

 $
)

 Net
 loss per share attributable to common stockholders – basic and diluted

 $
 ( 0.34
)

 $
 ( 0.15
)

 $
 0.01

 $
)

 average common shares outstanding – basic and diluted

 The following table presents the impact of the financial statement adjustments on the Company's previously reported
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2021 and 2022, respectively:

 CORRECTED
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

 As

 premium adjustment

 Other

 As

 As

 premium adjustment

 Other

 As

 Paid-In Capital

 Deficit

 CORRECTED
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

 As

 premium adjustment

 Other

 As

 As

 premium adjustment

 Other

 As

 at December 31, 2020

 $
 206,499

 $
 ( 4,713
)

 $
 -

 $
 201,786

 $
 ( 121,150
)

 $
 -

 $
 ( 137
)

 $
 ( 121,287
)

 Net

 ( 4,785
)

)

 -

 ( 9,303
)

 ( 13,287
)

 -

 ( 12,765
)

 ( 4
)

 -

 -

 ( 4
)

 -

 -

 -

 -

 issued pursuant to exercise of stock options

 -

 -

 -

 -

 -

 -

 shares issued, net of issuance costs

 26,822

 -

 -

 26,822

 -

 -

 -

 -

 Stock

 4,676

 -

 -

 4,676

 -

 -

 -

 -

 at December 31, 2021

 $
 234,083

 $
 ( 9,231
)

 $
 -

 $
 224,852

 $
 ( 134,437
)

 $
 -

 $

 $
 ( 134,052
)

 Net

 ( 4,902
)

)

 -

 ( 10,137
)

 ( 7,003
)

 -

)

 ( 5
)

 -

 -

 ( 5
)

 -

 -

 -

 -

 Forfeiture

 -

 -

 -

 -

 -

 -

 Stock

 4,343

 -

 -

 4,343

 -

 -

 -

 -

 at December 31, 2022

 $
 233,521

 $
 ( 14,466
)

 $
 -

 $

 $
 ( 141,440
)

 $
 -

 $

 $
)

 The
following table presents the impact of the financial statement adjustments on the Company's previously reported Consolidated Statement
of Comprehensive Loss for the years ended December 31, 2021 and 2022, respectively:

 Year
 Ended December 31,

 2021

 2022

 As

 Other

 As

 As

 Other

 As

 Net

 $
 ( 18,072
)

 $
)

 $

 $
)

 $
 ( 11,905
)

 $
)

 $

 $
)

 currency translation adjustment

 ( 8
)

 -

 -

 ( 8
)

)

 -

 -

)

 Total

 ( 8
)

 -

 -

 ( 8
)

)

 -

 -

)

 loss

 $
 ( 18,080
)

 $
)

 $

 $
 ( 22,076
)

 $
 ( 13,506
)

 $
)

 $

 $
 ( 18,492
)

 The
following table presents the impact of the financial statement adjustments on the Company's previously reported Consolidated Statement
of Cash Flows for the year ended December 31, 2021:

 As

 Other

 As

 Year
 Ended December 31,

 2021

 As

 Other

 As

 Cash

 Net
 loss

 $

 ( 13,288

)

 $

 $

 ( 12,766

)

 to reconcile net loss to cash (used in) provided by operating activities:

 ( 5

)

 -

 ( 5

)

 Gain
 on bargain purchase

 -

 -

 -

 ( 22

)

 -

 ( 22

)

 Stock

 4,676

 -

 4,676

 8,553

 -

 8,553

 2,859

 2,908

 Bad
 debt expense

 1,442

 ( 445

)

 2,607

 ( 719

)

 1,888

 Other

 -

 in:

 ( 9,643

)

 ( 9,549

)

 ( 6,058

)

 ( 5,943

)

 ( 2,918

)

 ( 2,860

)

 costs

 3,349

 ( 359

)

 2,990

 ( 2,290

)

 ( 1,767

)

 8,300

 ( 160)

 8,140

 Lease

 ( 2,741

)

 ( 49

)

 ( 2,790

)

 severance payable, net

 ( 145

)

 -

 ( 145

)

 Net
 cash used in operating activities

 ( 5,019

)

 ( 371

)

 ( 5,390

)

 Cash
 flows from investing activities:

 Acquisitions,
 net of cash assumed

 -

 -

 -

 of investments

 -

 -

 -

 Capitalized
 software development costs

 ( 627

)

 -

 ( 627

)

 ( 2,771

)

 ( 2,400

)

 Net
 cash (used in) provided by investing activities

 ( 3,398

)

 ( 3,027

)

 Cash
 flows from financing activities:

 Net
 proceeds from stock offering

 26,867

 -

 26,867

 of long-term debt

 ( 5,571

)

 -

 ( 5,571

)

 of financing lease

 ( 138

)

 -

 ( 138

)

 bank debt, net

 ( 270

)

 -

 ( 270

)

 of treasury stock upon vesting of restricted stock

 ( 794

)

 -

 ( 794

)

 Payment
 of preferred stock dividend

)

 -

)

 Proceeds
 from exercise of stock options, net

 -

 Net
 cash used in financing activities

 16,211

 -

 16,211

 -

 Net increase in cash, cash equivalents and restricted cash

 8,325

 -

 8,325

 Cash,
 cash equivalents and restricted cash – beginning of period

 -

 Cash,
 cash equivalents and restricted cash – end of period

 $

 $

 -

 $

 of cash, cash equivalents, and restricted cash, beginning of period

 Cash

 18,127

 -

 18,127

 cash

 -

 Cash,

 $

 $

 -

 $

 of cash, cash equivalents, and restricted cash, end of period

 Cash

 -

 cash

 -

 Cash,

 $

 $

 -

 $

 Cash
 paid for:

 Taxes

 -

 1,474

 -

 1,474

 Value
 of shares withheld pursuant to exercise of stock options

 $

 $

 -

 $

 The following table presents the impact of the
financial statement adjustments on the Company's previously reported Consolidated Statement of Cash Flows for the year ended
December 31, 2022:

 Cash

 As Reported

 Other

 As

 Year
 Ended December 31,

 2022

 Cash

 As Reported

 Other

 As

 Net
 loss

 $
 ( 7,003
)

 $

 $
)

 to reconcile net loss to cash (used in) provided by operating activities:

 -

 Gain
 on bargain purchase

 -

 -

 -

 -

 Stock

 4,343

 -

 4,343

 8,262

 -

 8,262

 2,756

 -

 2,756

 Bad
 debt expense

 -

 Other

 -

 in:

 ( 1,638
)

 ( 1,368
)

 ( 4,473
)

 -

 ( 4,473
)

 ( 374
)

 ( 442
)

 ( 816
)

 costs

 1,249

 1,608

 ( 158
)

 ( 469
)

 ( 627
)

 ( 484
)

 ( 49
)

 ( 533
)

 Lease

 ( 2,739
)

 -

 ( 2,739
)

 severance payable, net

 ( 42
)

 -

 ( 42
)

 Net
 cash provided by operating activities

 1,249

 Cash
 flows from investing activities:

 Acquisitions,
 net of cash assumed

 -

 -

 -

 of investments

 ( 100
)

 -

 ( 100
)

 Capitalized
 software development costs

 ( 2,219
)

 -

 ( 2,219
)

 ( 3,519
)

 ( 492
)

 ( 4,011
)

 Net
 cash used in investing activities

 ( 5,838
)

 ( 492
)

 ( 6,330
)

 Cash
 flows from financing activities:

 Net
 proceeds from stock offering

 -

 -

 -

 of long-term debt

 ( 5,659
)

 -

 ( 5,659
)

 of financing lease

 ( 121
)

 -

 ( 121
)

 bank debt, net

 5,709

 -

 5,709

 of treasury stock upon vesting of restricted stock

 ( 211
)

 -

 ( 211
)

 Payment
 of preferred stock dividend

 -

 -

 -

 Proceeds
 from exercise of stock options, net

 -

 -

 -

 Net
 cash used in financing activities

 ( 282
)

 -

 ( 282
)

 ( 3,408
)

 -

 ( 3,408
)

 Net decrease in cash, cash equivalents and restricted cash

 ( 8,771
)

 -

 ( 8,771
)

 Cash,
 cash equivalents and restricted cash – beginning of period

 -

 Cash,
 cash equivalents and restricted cash – end of period

 $

 $
 -

 $

 of cash, cash equivalents, and restricted cash, beginning of period

 Cash

 -

 cash

 -

 Cash,

 $

 $
 -

 $

 of cash, cash equivalents, and restricted cash, end of period

 Cash

 -

 cash

 -

 Cash,

 $

 $
 -

 $

 Cash
 paid for:

 Taxes

 -

 1,308

 -

 1,308

 Preferred stock dividends paid in shares

 $
 4,231

 $
 --

 $
 4,231

 Unaudited Financial Statements

 The
following table presents the impact of the financial statement adjustments on the Company's previously reported unaudited Consolidated
Balance Sheet as of March 31, 2022:

 As

 Corrected

 March
 31, 2022 (As restated)

 As

 Other

 As

 Cash

 $
 20,559

 $
 -

 $
 -

 $
 20,559

 cash

 -

 -

 31,861

 -

 31,916

 net

 20,313

 -

 -

 20,313

 costs – current

 1,416

 -

 -

 1,416

 10,716

 -

 -

 10,716

 Total

 85,173

 -

 85,228

 -

 -

 Fixed

 8,532

 -

 -

 8,532

 -

 -

 24,848

 -

 -

 24,848

 Right

 9,597

 -

 -

 9,597

 4,282

 -

 -

 4,282

 4,977

 -

 -

 4,977

 Other

 4,778

 -

 4,869

 Total

 $
 225,898

 $
 -

 $

 $
 226,044

 $
 6,006

 $
 -

 $
 -

 $
 6,006

 -

 -

 -

 -

 28,777

 -

 ( 814
)

 27,963

 revenue current

 7,168

 -

 7,265

 Lease

 2,718

 -

 -

 2,718

 Total

 44,669

 -

 ( 717
)

 43,952

 16,258

 -

 -

 16,258

 4,466

 -

 -

 4,466

 Lease

 7,128

 -

 -

 7,128

 4,857

 -

 -

 4,857

 5,305

 -

 ( 14
)

 5,291

 Other

 -

 1,552

 Total

 83,421

 -

 83,504

 53,859

 10,414

 -

 64,273

 stock

 -

 -

 -

 -

 stock

 -

 -

 233,342

 ( 10,414
)

 223,245

 ( 137,366
)

 -

 ( 159
)

 ( 137,525
)

 -

 ( 95
)

 stock

 ( 8,480
)

 -

 -

 ( 8,480
)

 Total

 88,516

 ( 10,414
)

 78,165

 -

 -

 Total

 88,618

 ( 10,414
)

 78,267

 Total

 $
 225,898

 $
 -

 $

 $
 226,044

 The
following table presents the impact of the financial statement adjustments on the Company's previously reported unaudited
Consolidated Balance Sheet as of June 30, 2022:

 June
 30, 2022 (As restated)

 As

 Other

 As

 Cash

 $
 17,703

 $
 -

 $
 -

 $
 17,703

 cash

 -

 -

 33,491

 -

 ( 3
)

 33,488

 net

 23,540

 -

 -

 23,540

 costs – current

 1,315

 -

 -

 1,315

 9,020

 -

 ( 78
)

 8,942

 Total

 85,378

 -

 ( 81
)

 85,297

 -

 -

 -

 -

 Fixed

 8,333

 -

 -

 8,333

 -

 -

 24,022

 -

 -

 24,022

 Right

 8,463

 -

 -

 8,463

 3,610

 -

 -

 3,610

 4,395

 -

 ( 448
)

 3,947

 Other

 5,063

 -

 ( 41
)

 5,022

 Total

 $
 222,751

 $
 -

 $
 ( 570
)

 $
 222,181

 $
 7,794

 $
 -

 $
 -

 $
 7,794

 -

 -

 -

 -

 29,233

 -

 ( 997
)

 28,236

 revenue – current

 7,331

 -

 -

 7,331

 Lease

 2,494

 -

 -

 2,494

 Total

 46,852

 -

 ( 997
)

 45,855

 13,408

 -

 -

 13,408

 4,139

 -

 -

 4,139

 Lease

 6,237

 -

 -

 6,237

 4,118

 -

 -

 4,118

 5,091

 -

 ( 10
)

 5,081

 Other

 -

 1,644

 -

 Total

 80,492

 -

 ( 10
)

 80,482

 55,074

 11,678

 -

 66,752

 stock

 -

 -

 -

 -

 stock

 -

 -

 233,756

 ( 11,678
)

 -

 222,078

 ( 137,484
)

 -

 ( 448
)

 ( 137,932
)

 ( 1,062
)

 -

 ( 112
)

 ( 1,174
)

 stock

 ( 8,485
)

 -

 -

 ( 8,485
)

 Total

 87,100

 ( 11,678
)

 ( 560

)

 74,862

 -

 -

 Total

 87,185

 ( 11,678
)

 ( 560
)

 74,947

 Total

 $
 222,751

 $
 -

 $
 ( 570

)

 $
 222,181

 The
following table presents the impact of the financial statement adjustments on the Company's previously reported unaudited
Consolidated Balance Sheet as of September 30, 2022:

 September
 30, 2022 (As restated)

 As

 Other

 As

 Cash

 $
 16,703

 $
 -

 $
 -

 $
 16,703

 cash

 -

 -

 33,352

 -

 33,391

 net

 23,572

 -

 -

 23,572

 costs - current

 1,025

 -

 -

 1,025

 8,868

 -

 ( 78
)

 8,790

 Total

 83,829

 -

 ( 39
)

 83,790

 -

 -

 -

 -

 Fixed

 8,994

 -

 -

 8,994

 -

 -

 23,312

 -

 -

 23,312

 Right

 7,999

 -

 -

 7,999

 3,614

 -

 -

 3,614

 3,740

 -

 -

 3,740

 Other

 5,086

 -

 5,270

 Total

 $
 220,061

 $
 -

 $

 $
 220,206

 $
 9,366

 $
 -

 $
 -

 $
 9,366

 -

 -

 -

 -

 28,818

 -

 ( 1,114
)

 27,704

 revenue - current

 6,523

 -

 -

 6,523

 Lease
 liability - current

 2,464

 -

 -

 2,464

 Total

 47,171

 -

 ( 1,114
)

 46,057

 debt - less current maturities

 11,914

 -

 -

 11,914

 revenue - less current portion

 4,208

 -

 -

 4,208

 Lease
 liability - less current portion

 5,793

 -

 -

 5,793

 4,148

 -

 -

 4,148

 5,182

 -

 ( 9
)

 5,173

 Other

 -

 1,126

 1,754

 Total

 79,044

 -

 79,047

 56,309

 13,032

 -

 69,341

 stock

 -

 -

 -

 -

 stock

 -

 -

 233,590

 ( 13,032
)

 -

 220,558

 ( 139,784
)

 -

 ( 139,534
)

 ( 1,050
)

 -

 ( 108
)

 ( 1,158
)

 stock

 ( 8,492
)

 -

 -

 ( 8,492
)

 Total

 84,640

 ( 13,032
)

 71,750

 -

 -

 Total

 84,708

 ( 13,032
)

 71,818

 Total

 $
 220,061

 $
 -

 $

 $
 220,206

 The
following table presents the impact of the financial statement adjustments on the Company's previously reported unaudited
Consolidated Balance Sheet as of March 31, 2023:

 March
 31, 2023 (As restated)

 As

 Other

 As

 Cash

 $
 24,780

 $
 -

 $
 -

 $
 24,780

 cash

 -

 -

 31,442

 -

 31,587

 net

 22,649

 -

 -

 22,649

 costs – current

 -

 -

 7,959

 -

 -

 7,959

 Total

 87,662

 -

 87,807

 -

 -

 -

 -

 Fixed

 9,953

 -

 ( 12
)

 9,941

 -

 -

 22,328

 -

 ( 45
)

 22,283

 Right

 7,332

 -

 -

 7,332

 3,684

 -

 -

 3,684

 2,496

 -

 2,593

 Other

 5,984

 -

 6,642

 Total

 $
 222,926

 $
 -

 $

 $
 223,769

 $
 9,359

 $
 -

 $
 -

 $
 9,359

 -

 -

 -

 -

 27,682

 -

 ( 1,446
)

 26,236

 revenue – current

 6,327

 -

 6,360

 Lease

 2,481

 -

 -

 2,481

 Total

 45,849

 -

 ( 1,413
)

 44,436

 10,638

 -

 -

 10,638

 4,378

 -

 4,487

 Lease

 5,065

 -

 -

 5,065

 4,396

 -

 -

 4,396

 4,593

 -

 ( 9
)

 4,584

 Other

 -

 1,446

 2,069

 Total

 75,542

 -

 75,675

 58,840

 15,952

 -

 74,792

 stock

 -

 -

 -

 -

 stock

 -

 -

 234,425

 ( 15,952
)

 -

 218,473

 ( 136,671
)

 -

 ( 135,961
)

 ( 1,098
)

 -

 -

 ( 1,098
)

 stock

 ( 8,554
)

 -

 -

 ( 8,554
)

 Total

 88,478

 ( 15,952
)

 73,236

 -

 -

 Total

 88,544

 ( 15,952
)

 73,302

 Total

 $
 222,926

 $
 -

 $

 $
 223,769

 The
following table presents the impact of the financial statement adjustments on the Company's previously reported unaudited
Consolidated Balance Sheet as of June 30, 2023:

 June
 30, 2023 (As restated)

 As

 Other

 As

 Cash

 $
 21,729

 $
 -

 $
 -

 $
 21,729

 cash

 -

 -

 31,318

 -

 ( 39
)

 31,279

 net

 22,125

 -

 -

 22,125

 costs – current

 -

 -

 7,298

 -

 -

 7,298

 Total

 83,117

 -

 ( 39
)

 83,078

 -

 -

 -

 -

 Fixed

 10,226

 -

 ( 65
)

 10,161

 -

 -

 21,871

 -

 ( 91
)

 21,780

 Right

 6,936

 -

 -

 6,936

 3,566

 -

 -

 3,566

 1,942

 -

 2,039

 Other

 6,131

 -

 6,756

 Total

 $
 217,276

 $
 -

 $

 $
 217,803

 $
 11,197

 $
 -

 $
 -

 $
 11,197

 -

 -

 -

 -

 24,960

 -

 ( 1,571
)

 23,389

 revenue – current

 6,193

 -

 6,230

 Lease

 2,448

 -

 -

 2,448

 Total

 44,798

 -

 ( 1,534

)

 43,264

 9,940

 -

 -

 9,940

 4,582

 -

 4,708

 Lease

 4,715

 -

 -

 4,715

 4,284

 -

 -

 4,284

 4,030

 -

 ( 54
)

 3,976

 Other

 -

 1,571

 2,239

 Total

 73,017

 -

 73,126

 59,008

 17,557

 -

 76,565

 stock

 -

 -

 -

 -

 stock

 -

 -

 234,015

 ( 17,557
)

 -

 216,458

 ( 139,648
)

 -

 ( 139,230
)

 ( 998
)

 -

 -

 ( 998
)

 stock

 ( 8,558
)

 -

 -

 ( 8,558
)

 Total

 85,188

 ( 17,557
)

 68,049

 -

 -

 Total

 85,251

 ( 17,557
)

 68,112

 Total

 $
 217,276

 $
 -

 $

 $
 217,803

 The
following table presents the impact of the financial statement adjustments on the Company's previously reported unaudited Consolidated
Balance Sheet as of September 30, 2023:

.

 September
 30, 2023 (As restated)

 As

 Other

 As

 Cash

 $
 19,297

 $
 -

 $
 -

 $
 19,297

 cash

 -

 -

 33,606

 -

 33,794

 net

 21,055

 -

 -

 21,055

 costs - current

 -

 -

 8,721

 -

 -

 8,721

 Total

 83,180

 -

 83,368

 -

 -

 -

 -

 Fixed

 10,222

 -

 ( 119
)

 10,103

 -

 -

 21,157

 -

 ( 136
)

 21,021

 Right

 6,490

 -

 -

 6,490

 3,427

 -

 -

 3,427

 1,915

 -

 2,012

 Other

 6,228

 -

 6,881

 Total

 $
 216,106

 $
 -

 $

 $
 216,789

 $
 12,137

 $
 -

 $
 -

 $
 12,137

 -

 -

 -

 -

 28,109

 -

 ( 1,656
)

 26,453

 revenue – current

 6,101

 -

 6,138

 Lease

 2,286

 -

 -

 2,286

 Total

 48,633

 -

 ( 1,619
)

 47,014

 9,617

 -

 -

 9,617

 4,804

 -

 4,927

 Lease

 4,415

 -

 -

 4,415

 4,142

 -

 -

 4,142

 4,283

 -

 ( 21
)

 4,262

 Other

 -

 1,656

 2,305

 Total

 76,543

 -

 76,682

 59,176

 19,224

 -

 78,400

 stock

 -

 stock

 -

 -

 233,811

 ( 19,224
)

 -

 214,587

 ( 143,322
)

 -

 ( 142,778
)

 ( 1,904
)

 -

 -

 ( 1,904
)

 stock

 ( 8,648
)

 -

 -

 ( 8,648
)

 Total

 80,324

 ( 19,224
)

 61,644

 -

 -

 Total

 80,387

 ( 19,224
)

 61,707

 Total

 $
 216,106

 $
 -

 $

 $
 216,789

 The
following table presents the impact of the financial statement adjustments on the Company's previously reported unaudited Consolidated
Statement of Operations for the three months ended March 31, 2022 and 2023:

 Three
 Months Ended March 31, 2022

 Three
 Months Ended March 31, 2023

 As

 Other

 As

 As

 Other

 As

 $
 14,392

 $
 -

 $

 $
 14,519

 $
 12,404

 $
 -

 $

 $
 12,508

 18,769

 -

 -

 18,769

 20,435

 -

 ( 91
)

 20,344

 Total

 33,161

 -

 33,288

 32,839

 -

 32,852

 Cost

 Cost

 11,978

 -

 ( 67
)

 11,911

 9,002

 -

 -

 9,002

 Cost

 6,784

 -

 6,784

 7,219

 -

 7,276

 Total cost of revenues

 18,762

 -

 ( 67
)

 18,695

 16,221

 -

 16,278

 Gross

 14,399

 -

 14,593

 16,618

 -

 ( 44)

 16,574

 14,912

 -

 15,577

 16,787

 -

 16,941

 3,229

 -

 ( 492
)

 2,737

 1,723

 -

 -

 1,723

 Total

 18,141

 -

 18,314

 18,510

 -

 18,664

 Loss

 ( 3,742
)

 -

 ( 3,721
)

 ( 1,892
)

 -

 ( 198
)

 ( 2,090
)

 -

 -

 -

 -

 -

 -

 ( 137
)

 -

 -

 ( 137
)

 -

 -

 -

 -

 7,234

 -

 -

 7,234

 Other

 ( 1
)

 -

 ( 66
)

 -

 Net

 ( 3,630
)

 -

 ( 3,514
)

 5,163

 -

 ( 129
)

 5,034

 -

 ( 661
)

 ( 397
)

 -

 ( 392
)

 Net

 ( 2,927
)

 -

 ( 545
)

 ( 3,472
)

 4,766

 -

 ( 124
)

 4,642

 ( 1
)

 -

 -

 ( 1
)

 -

 -

 Net
 loss

 ( 2,928
)

 -

 ( 545
)

 ( 3,473
)

 4,769

 -

 ( 124
)

 4,645

 ( 168
)

 ( 1,183

)

 -

 ( 1,351

)

 ( 168
)

)

 -

 ( 1,655
)

 ( 1,028
)

 -

 -

 ( 1,028
)

 ( 1,107
)

 -

 -

 ( 1,107
)

 Net

 $
 ( 4,124
)

 $
 ( 1,183
)

 $
 ( 545
)

 $
 ( 5,852
)

 $
 3,494

 $
)

 $
 ( 124
)

 $
 1,883

 Net
 stockholders - basic and diluted

 $
)

 $
 ( 0.03
)

 $
 ( 0.02
)

 $
 ( 0.17
)

 $
 0.11

 $
 ( 0.06
)

 $
)

 $
 0.04

 average common shares outstanding - basic

 35,548

 35,548

 35,548

 35,548

 average common shares outstanding - diluted

 The
following table presents the impact of the financial statement adjustments on the Company's previously reported unaudited
Consolidated Statement of Operations for the three months ended June 30, 2022 and 2023:

 Three
 Months Ended June 30, 2022

 Three
 Months Ended June 30, 2023

 As

 Other

 As

 As

 Other

 As

 $
 14,818

 $
 -

 $
 ( 229
)

 $
 14,589

 $
 11,012

 $
 -

 $

 $
 11,084

 19,776

 -

 19,931

 21,038

 -

 ( 30
)

 21,008

 Total

 34,594

 -

 ( 74
)

 34,520

 32,050

 -

 32,092

 Cost

 Cost

 11,336

 -

 -

 11,336

 8,550

 -

 -

 8,550

 Cost

 7,028

 -

 -

 7,028

 7,467

 -

 7,524

 Total

 18,364

 -

 -

 18,364

 16,017

 -

 16,074

 Gross

 16,230

 -

 ( 74
)

 16,156

 16,033

 -

 ( 15
)

 16,018

 15,817

 -

 ( 220
)

 15,597

 16,987

 -

 17,198

 2,001

 -

 -

 2,001

 2,179

 -

 2,221

 Total

 17,818

 -

 ( 220
)

 17,598

 19,166

 -

 19,419

 Loss

 ( 1,588
)

 -

 ( 1,442
)

 ( 3,133
)

 -

 ( 268
)

 ( 3,401
)

 -

 -

 -

 -

 1,493

 -

 -

 1,493

 ( 173
)

 -

 -

 ( 173
)

 -

 -

 -

 -

 -

 -

 Other

 -

 -

 ( 69
)

 -

 Net

 ( 77
)

 -

 ( 2,932
)

 -

 ( 337
)

 ( 3,269
)

 ( 40
)

 -

 ( 452
)

 ( 492
)

 ( 39
)

 -

 Net

 ( 117
)

 -

 ( 289
)

 ( 406
)

 ( 2,971
)

 -

 ( 292
)

 ( 3,263
)

 ( 1
)

 -

 -

 ( 1
)

 ( 6
)

 -

 -

 ( 6
)

 Net
 loss

 ( 118
)

 -

 ( 289)

 ( 407
)

 ( 2,977
)

 -

 ( 292
)

 ( 3,269
)

 ( 168
)

 ( 1,264
)

 -

 ( 1,432
)

 ( 168
)

 ( 1,604
)

 -

 ( 1,772

)

 ( 1,048
)

 -

 -

 ( 1,048
)

 ( 1,129
)

 -

 -

 ( 1,129
)

 Net

 $
 ( 1,334
)

 $
 ( 1,264
)

 $
 ( 289
)

 $
 ( 2,887
)

 $
 ( 4,274
)

 $
 ( 1,604
)

 $
 ( 292
)

 $
 ( 6,170
)

 Net
 stockholders – basic and diluted

 $
 ( 0.04
)

 $
 ( 0.04
)

 $
)

 $
 ( 0.08
)

 $
)

 $
 ( 0.05
)

 $
)

 $
 ( 0.17
)

 average common shares outstanding – basic

 average common shares outstanding – diluted

 The
following table presents the impact of the financial statement adjustments on the Company's previously reported unaudited Consolidated
Statement of Operations for the six months ended June 30, 2022 and 2023:

 Six
 Months Ended June 30, 2022

 Six
 Months Ended June 30, 2023

 As

 Other

 As

 As

 Other

 As

 $
 29,210

 $
 -

 $
 ( 102
)

 $
 29,108

 $
 23,416

 $
 -

 $

 $
 23,593

 38,545

 -

 38,700

 41,473

 -

 ( 121
)

 41,352

 Total

 67,755

 -

 67,808

 64,889

 -

 64,945

 Cost

 Cost

 23,314

 -

 ( 67
)

 23,247

 17,552

 -

 -

 17,552

 Cost

 13,812

 -

 -

 13,812

 14,686

 -

 14,800

 Total

 37,126

 -

 ( 67
)

 37,059

 32,238

 -

 32,352

 Gross

 30,629

 -

 30,749

 32,651

 -

 ( 58
)

 32,593

 30,729

 -

 31,174

 33,774

 -

 34,139

 5,230

 -

 ( 492
)

 4,738

 3,902

 -

 3,944

 Total

 35,959

 -

 ( 47
)

 35,912

 37,676

 -

 38,083

 Loss

 ( 5,330
)

 -

 ( 5,163
)

 ( 5,025
)

 -

 ( 465
)

 ( 5,490
)

 -

 -

 1,593

 -

 -

 1,593

 ( 310
)

 -

 -

 ( 310
)

 -

 -

 -

 -

 7,517

 -

 -

 7,517

 Other

 -

 -

 -

 Net

 ( 3,707
)

 -

 ( 3,428
)

 2,231

 -

 ( 465
)

 1,766

 -

 ( 1,113
)

 ( 450
)

 ( 436
)

 -

 ( 386
)

 Net

 ( 3,044
)

 -

 ( 834
)

 ( 3,878
)

 1,795

 -

 ( 415
)

 1,380

 ( 2
)

 -

 -

 ( 2
)

 ( 3
)

 -

 -

 ( 3
)

 Net
 loss

 ( 3,046
)

 -

 ( 834
)

 ( 3,880
)

 1,792

 -

 ( 415
)

 1,377

 ( 336
)

 ( 2,447
)

 -

 ( 2,783
)

 ( 336
)

 ( 3,091
)

 -

 ( 3,427
)

 ( 2,076
)

 -

 -

 ( 2,076
)

 ( 2,236
)

 -

 -

 ( 2,236
)

 Net

 $
 ( 5,458
)

 $
 ( 2,447
)

 $
 ( 834
)

 $
 ( 8,739
)

 $
 ( 780
)

 $
 ( 3,091
)

 $
 ( 415
)

 $
 ( 4,286
)

 Net
 stockholders – basic and diluted

 $
 ( 0.15
)

 $
 ( 0.07
)

 $
 ( 0.02
)

 $
 ( 0.25
)

 $
 0.01

 $
)

 $
)

 $
)

 average common shares outstanding – basic

 average common shares outstanding – diluted

 35,670

 The
following table presents the impact of the financial statement adjustments on the Company's previously reported unaudited
Consolidated Statement of Operations for the three months ended September 30, 2022 and 2023:

 Three
 Months Ended September 30, 2022

 Three
 Months Ended September 30, 2023

 As

 Other

 As

 As

 Other

 As

 $
 14,021

 $
 -

 $

 $
 14,440

 $
 13,147

 $
 -

 $

 $
 13,232

 20,267

 -

 ( 152
)

 20,115

 21,048

 -

 ( 38
)

 21,010

 Total

 34,288

 -

 34,555

 34,195

 -

 4 7

 34,242

 Cost

 Cost

 9,839

 -

 ( 59
)

 9,780

 8,843

 -

 -

 8,843

 Cost

 7,268

 -

 7,327

 8,237

 -

 8,294

 Total

 17,107

 -

 -

 17,107

 17,080

 -

 17,137

 Gross

 17,181

 -

 17,448

 17,115

 -

 ( 10
)

 17,105

 16,664

 -

 ( 119
)

 16,545

 17,988

 -

 ( 211
)

 17,777

 1,735

 -

 1,865

 2,384

 -

 2,426

 Total

 18,399

 -

 18,410

 20,372

 -

 ( 169
)

 20,203

 Loss

 ( 1,218
)

 -

 ( 962
)

 ( 3,257
)

 -

 ( 3,098
)

 -

 -

 -

 -

 ( 331
)

 -

 -

 ( 331
)

 ( 154
)

 -

 -

 ( 154
)

 -

 -

 -

 -

 -

 -

 -

 -

 Other

 -

 -

 ( 4
)

 ( 4
)

 ( 24
)

 -

 -

 ( 24
)

 Net

 ( 1,529
)

 -

 ( 1,277
)

 ( 3,412
)

 -

 ( 3,253
)

 ( 770
)

 -

 ( 323
)

 ( 262
)

 -

 ( 33
)

 ( 295
)

 Net

 ( 2,299
)

 -

 ( 1,600
)

 ( 3,674
)

 -

 ( 3,548
)

 ( 1
)

 -

 -

 ( 1
)

 -

 -

 -

 -

 Net
 loss

 ( 2,300
)

 -

)

 ( 3,674
)

 -

 ( 3,548
)

 ( 168
)

 ( 1,353
)

 -

 ( 1,521
)

 ( 167
)

 ( 1,667
)

 -

 ( 1,834
)

 ( 1,067
)

 -

 -

 ( 1,067
)

 ( 1,128
)

 -

 -

 ( 1,128
)

 Net

 $
 ( 3,535
)

 $
 ( 1,353
)

 $

 $
 ( 4,189
)

 $
 ( 4,969
)

 $
 ( 1,667
)

 $

 $
 ( 6,510
)

 Net
 stockholders – basic and diluted

 $
 ( 0.10
)

 $
 ( 0.04
)

 $
 0.02

 $
)

 $
 ( 0.14
)

 $
 ( 0.05
)

 $
 0.00

 $
 ( 0.18
)

 average common shares outstanding – basic

 average common shares outstanding – diluted

 The
following table presents the impact of the financial statement adjustments on the Company's previously reported unaudited
Consolidated Statement of Operations for the nine months ended September 30, 2022 and 2023:

 Nine
 Months Ended September 30, 2022

 Nine
 Months Ended September 30, 2023

 As

 Other

 As

 As

 Other

 As

 $
 43,231

 $
 -

 $

 $
 43,549

 $
 36,563

 $
 -

 $

 $
 36,825

 58,812

 -

 58,815

 62,521

 -

 ( 159
)

 62,362

 Total

 102,043

 -

 102,364

 99,084

 -

 99,187

 Cost

 Cost

 33,152

 -

 ( 126
)

 33,026

 26,394

 -

 -

 26,394

 Cost

 21,081

 -

 21,140

 22,923

 -

 23,094

 Total cost of revenues

 54,233

 -

 ( 67
)

 54,166

 49,317

 -

 49,488

 Gross

 47,810

 -

 48,198

 49,767

 -

 ( 68
)

 49,699

 47,393

 -

 47,720

 51,763

 -

 51,917

 6,965

 -

 ( 362
)

 6,603

 6,285

 -

 6,369

 Total

 54,358

 -

 ( 35
)

 54,323

 58,048

 -

 58,286

 Loss

 ( 6,548
)

 -

 ( 6,125
)

 ( 8,281
)

 -

 ( 306
)

 ( 8,587
)

 -

 -

 1,262

 -

 -

 1,262

 ( 464
)

 -

 -

 ( 464
)

 purchase - Movingdots

 -

 -

 -

 -

 7,517

 -

 7,517

 Other

 -

 ( 22
)

 -

 -

 ( 22
)

 Net

 ( 5,237
)

 -

 ( 4,706
)

 ( 1,181
)

 -

 ( 306
)

)

 ( 107
)

 -

 ( 666
)

 ( 773
)

 ( 698
)

 -

 ( 681
)

 Net

 ( 5,344
)

 -

 ( 135
)

 ( 5,479
)

 ( 1,879
)

 -

 ( 289
)

 ( 2,168
)

 ( 3
)

 -

 -

 ( 3
)

 ( 3
)

 -

 -

 ( 3
)

 Net
 loss

 ( 5,347
)

 -

 ( 135
)

 ( 5,482
)

 ( 1,882
)

 -

 ( 289
)

 ( 2,171
)

 ( 504
)

 ( 3,801
)

 -

 ( 4,305
)

 ( 503
)

 ( 4,758
)

 -

 ( 5,261
)

 ( 3,143
)

 -

 -

 ( 3,143
)

 ( 3,364
)

 -

 -

 ( 3,364
)

 Net

 $
 ( 8,994
)

 $
 ( 3,801
)

 $
 ( 135
)

 $
 ( 12,930
)

 $
 ( 5,749
)

 $
 ( 4,758
)

 $
 ( 289
)

 $
 ( 10,796
)

 Net
 loss per share attributable to common stockholders – basic and diluted

 $
 ( 0.25
)

 $
 ( 0.11
)

 $
 ( 0.00
)

 $
 ( 0.37
)

 $
 ( 0.16
)

 $
 ( 0.13
)

 $
)

 $
 ( 0.30
)

 average common shares outstanding – basic

 average common shares outstanding – diluted

 The
following table presents the impact of the financial statement adjustments on the Company's previously reported unaudited
Consolidated Statement of Comprehensive Loss for the three months ended March 31, 2022 and 2023, respectively:

 As

 Other

 As

 As

 Other

 As

 Three
 Months Ended March 31,

 2022

 2023

 As

 Other

 As

 As

 Other

 As

 Net

 $
 ( 4,124
)

 $
 ( 1,183
)

 $
 ( 545
)

 $
 ( 5,852
)

 $
 3,494

 $
)

 $
 ( 124
)

 $
 1,883

 currency translation adjustment (As Restated)

 -

 -

 -

 -

 Total
 other comprehensive income (loss)

 -

 -

 -

 -

 loss

 $
 ( 3,966
)

 $
 ( 1,183
)

 $
 ( 545
)

 $
 ( 5,694
)

 $
 3,606

 $
)

 $
 ( 124
)

 $
 1,995

 The
following table presents the impact of the financial statement adjustments on the Company's previously reported unaudited
Consolidated Statement of Comprehensive Loss for the three months ended June 30, 2022 and 2023, respectively:

 As

 Other

 As

 As

 Other

 As

 Three
 Months Ended June 30,

 2022

 2023

 As

 Other

 As

 As

 Other

 As

 Net

 $
 ( 1,334
)

 $
 ( 1,264
)

 $
 ( 289
)

 $
 ( 2,887
)

 $
 ( 4,274
)

 $
 ( 1,604
)

 $
 ( 292
)

 $
 ( 6,170
)

 currency translation adjustment (As restated)

)

 -

 -

)

 -

 -

 Total
 other comprehensive income (loss)

)

 -

 -

)

 -

 -

 loss

 $
 ( 3,057
)

 $
 ( 1,264
)

 $
 ( 289
)

 $
 ( 4,610
)

 $
 ( 4,174
)

 $
 ( 1,604
)

 $
 ( 292
)

 $
 ( 6,070
)

 The
following table presents the impact of the financial statement adjustments on the Company's previously reported unaudited
Consolidated Statement of Comprehensive Loss for the six months ended June 30, 2022 and 2023, respectively:

 As

 Other

 As

 As

 Other

 As

 Six
 Months Ended June 30,

 2022

 2023

 As

 Other

 As

 As

 Other

 As

 Net

 $
 ( 5,458
)

 $
 ( 2,447
)

 $
 ( 834
)

 $
 ( 8,739
)

 $
 ( 780
)

 $
 ( 3,091
)

 $
 ( 415
)

 $
 ( 4,286
)

 currency translation adjustment (As restated)

 ( 1,565
)

 -

 -

 ( 1,565
)

 -

 -

 Total
 other comprehensive income (loss)

 ( 1,565
)

 -

 -

 ( 1,565
)

 -

 -

 loss

 $
 ( 7,023
)

 $
 ( 2,447
)

 $
 ( 834
)

 $
 ( 10,304
)

 $
 ( 568
)

 $
 ( 3,091
)

 $
 ( 415
)

 $
 ( 4,074
)

 The
following table presents the impact of the financial statement adjustments on the Company's previously reported unaudited
Consolidated Statement of Comprehensive Loss for the three months ended September 30, 2022 and 2023, respectively:

 As

 Other

 As

 As

 Other

 As

 Three
 Months Ended September 30,

 2022

 2023

 As

 Other

 As

 As

 Other

 As

 Net

 $
 ( 3,535
)

 $
 ( 1,353
)

 $

 $
 ( 4,189
)

 $
 ( 4,969
)

 $
 ( 1,667
)

 $

 $
 ( 6,510
)

 currency translation adjustment (As restated)

 -

 -

 ( 906
)

 -

 -

 ( 906
)

 Total
 other comprehensive income (loss)

 -

 -

 ( 906
)

 -

 -

 ( 906
)

 loss

 $
 ( 3,519
)

 $
 ( 1,353
)

 $

 $
 ( 4,173
)

 $
 ( 5,875
)

 $
 ( 1,667
)

 $

 $
 ( 7,416
)

 The following table presents the impact of
the financial statement adjustments on the Company's previously reported unaudited Consolidated Statement of Comprehensive
Loss for the nine months ended September 30, 2022 and 2023, respectively:

 As

 Other

 As

 As

 Other

 As

 Nine
 Months Ended September 30,

 2022

 2023

 As

 Other

 As

 As

 Other

 As

 Net

 $
 ( 8,994
)

 $
 ( 3,801
)

 $
 ( 135
)

 $
 ( 12,930
)

 $
 ( 5,749
)

 $
 ( 4,758
)

 $
 ( 289
)

 $
 ( 10,796
)

 currency translation adjustment (As restated)

 ( 1,549
)

 -

 -

 ( 1,549
)

 ( 694
)

 -

 -

 ( 694
)

 Total

 ( 1,549
)

 -

 -

 ( 1,549
)

 ( 694
)

 -

 -

 ( 694
)

 loss

 $
 ( 10,543
)

 $
 ( 3,801
)

 $
 ( 135
)

 $
 ( 14,479
)

 $
 ( 6,443
)

 $
 ( 4,758
)

 $
 ( 289
)

 $
 ( 11,490
)

 The
following table presents the as restated balances in the unaudited
Consolidated Statements of Changes in Stockholders' Equity for the three-month periods ended March 31, 2022, June 30, 2022,
and September 30, 2022:

 Common Stock

 Additional Paid-in Capital

 Accumulated Deficit

 Accumulated Other Comprehensive Income (Loss)

 Treasury Stock

 Non-controlling Interest

 Stockholders'

 Balance at December 31, 2021 (As Reported)

 37,263

 $

 $
 234,083

 $
 ( 134,437
)

 $

 $
 ( 8,299
)

 $

 $
 92,197

 Effect of Restatement

 -

 -

 ( 9,231
)

 -

 -

 -

 ( 8,846
)

 Balance at January 1, 2022 (As Restated)

 37,263

 $

 $
 224,852

 $
 ( 134,052
)

 $

 $
 ( 8,299
)

 $

 $
 83,351

 -

 -

 ( 2,379
)

 ( 3,473
)

 -

 -

 -

 ( 5,852
)

 -

 -

 -

 -

 -

 -

 Foreign currency translation adjustment (As restated)

 -

 -

 -

 -

 -

 ( 4
)

 -

 -

 -

 -

 -

 ( 121
)

 ( 1
)

 -

 -

 -

 -

 -

 Vesting of restricted stock units

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 181
)

 -

 ( 181
)

 Stock based compensation (As restated)

 -

 -

 -

 -

 -

 -

 Balance at March 31, 2022 (As Restated)

 37,570

 $

 $
 223,245

 $
 ( 137,525
)

 $

 $
 ( 8,480
)

 $

 $
 78,267

 -

 -

 ( 2,480
)

 ( 407
)

 -

 -

 -

 ( 2,887
)

 -

 -

 -

 -

 -

 -

 Foreign currency translation adjustment (As restated)

 -

 -

 -

 -

)

 -

 ( 18
)

 ( 1,741
)

 ( 24
)

 ( 1
)

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 5
)

 -

 ( 5
)

 Stock based compensation (As restated)

 -

 -

 1,312

 -

 -

 -

 -

 1,312

 Balance at June 30, 2022 (As Restated)

 37,546

 $

 $
 222,078

 $
 ( 137,932
)

 $
 ( 1,174
)

 $
 ( 8,485
)

 $

 $
 74,947

 -

 -

 ( 2,589
)

 ( 1,602
)

 -

 -

 -

 ( 4,191
)

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 18
)

 ( 2
)

 ( 1
)

 -

 -

 -

 -

 -

 ( 40
)

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 7
)

 -

 ( 7
)

 Stock based compensation

 -

 -

 1,070

 -

 -

 -

 -

 1,070

 Balance at September 30, 2022 (As Restated)

 37,584

 $

 $
 220,558

 $
 ( 139,534
)

 $
 ( 1,158
)

 $
 ( 8,492
)

 $

 $
 71,818

 The
following table presents the total quarterly net impact of the financial statement adjustments on the Company's previously
reported unaudited Consolidated Statements of Changes in Stockholders' Equity for the three-month periods ended March 31,
2023, June 30, 2023, and September 30, 2023:

 Additional Paid-in Capital

 Accumulated Deficit

 Accumulated Other Comprehensive Income (Loss)

 Treasury Stock

 Non-controlling Interest

 Stockholders'

 Common Stock

 Additional Paid-in Capital

 Accumulated Deficit

 Accumulated Other Comprehensive Income (Loss)

 Treasury Stock

 Non-controlling Interest

 Stockholders'

 Balance at January 1, 2023 (As Restated)

 37,605

 $

 $

 $
)

 $
)

 $
)

 $

 $

 Retained earnings adjustment for adoption of ASU 2016-13

 -

 -

 -

 -

 -

 -

 Net (loss) income attributable to common stockholders (As restated)

 -

 -

 ( 2,761
)

 4,645

 -

 -

 -

 1,884

 -

 -

 -

 -

 -

 -

 ( 3
)

 ( 3
)

 -

 -

 -

 -

 -

 ( 9
)

 -

 -

 -

 -

 -

 -

 -

 ( 59
)

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 44
)

 -

 ( 44
)

 Stock based compensation

 -

 -

 -

 -

 -

 -

 Warrant issuance in connection with acquisition

 -

 -

 1,347

 -

 -

 -

 -

 1,347

 Balance at March 31, 2023 (As Restated)

 37,621

 $

 $
 218,473

 $
 ( 135,961
)

 $
 ( 1,098
)

 $
 ( 8,554
)

 $

 $
 73,302

 -

 -

 ( 2,902
)

 ( 3,269
)

 -

 -

 -

 ( 6,171
)

 Net income attributable to non-controlling interest

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 9
)

 ( 1
)

 -

 -

 -

 -

 -

 ( 82
)

 -

 -

 -

 -

 -

 -

 -

 Exercise of stock options

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 4
)

 -

 ( 4
)

 Stock based compensation

 -

 -

 -

 -

 -

 -

 Balance at June 30, 2023 (As Restated)

 37,717

 $

 $
 216,458

 $
 ( 139,230
)

 $
 ( 998
)

 $
 ( 8,558
)

 $

 $
 68,112

 -

 -

 ( 2,962
)

 ( 3,548
)

 -

 -

 -

 ( 6,510
)

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 906
)

 -

 -

 ( 906
)

 ( 10
)

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Exercise of stock options

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 90
)

 -

 ( 90
)

 Stock based compensation

 -

 -

 1,101

 -

 -

 -

 -

 1,101

 Balance at September 30, 2023 (As Restated)

 38,699

 $

 $
 214,587

 $
 ( 142,778
)

 $
 ( 1,904
)

 $
 ( 8,648
)

 $

 $
 61,707

 The
following table presents the impact of the financial statement adjustments on the Company's previously reported unaudited
Consolidated Statement of Cash Flows for the three months ended March 31, 2022 and 2023:

 Three
 Months Ended March 31,

 2022

 2023

 As

 Other

 As

 As

 Other

 As

 Cash

 Net
 (loss) income

 $
 ( 2,928
)

 $
 ( 545
)

 $
 ( 3,473

)

 $
 4,769

 $
 ( 124
)

 $
 4,645

 to reconcile net income (loss) to cash (used in) provided by operating activities:

 -

 ( 3
)

 -

 ( 3
)

 Gain
 on bargain purchase

 -

 -

 -

 ( 7,234
)

 -

 ( 7,234
)

 -

 -

 Stock

 -

 2,089

 -

 2,089

 2,233

 2,290

 -

 -

 Bad
 debt expense

 -

 ( 703
)

 ( 41
)

 ( 5
)

 Other

 -

 -

 in:

 -

 -

 ( 533
)

 ( 164
)

 ( 1,929
)

 -

 ( 1,929
)

 ( 237
)

 -

 ( 237
)

 ( 1,337
)

 ( 149
)

 ( 1,486
)

 ( 274
)

 ( 85
)

 costs

 ( 426
)

 ( 91
)

 ( 3
)

 -

 ( 374
)

 ( 325
)

 Lease

 ( 631
)

 -

 ( 631
)

 ( 694
)

 -

 ( 694
)

 Net
 cash (used in) provided by operating activities

 ( 2,125
)

 ( 1,538
)

 1,755

 -

 1,755

 Cash
 flows from investing activities:

 Acquisitions,
 net of cash assumed

 -

 -

 -

 8,722

 -

 8,722

 of investments

 -

 -

 -

 ( 100
)

 -

 ( 100
)

 Capitalized
 software development costs

 -

 -

 -

 ( 680
)

 -

 ( 680
)

 ( 610
)

 ( 492
)

 ( 1,102
)

 ( 1,100
)

 -

 ( 1,100
)

 Net
 cash (used in) provided by investing activities

 ( 610
)

 ( 492
)

 ( 1,102
)

 6,842

 -

 6,842

 Cash
 flows from financing activities:

 of long-term debt

 ( 1,497
)

 -

 ( 1,497
)

 ( 1,329
)

 -

 ( 1,329
)

 bank debt, net

 -

 -

 -

 ( 1
)

 -

 ( 1
)

 of treasury stock upon vesting of restricted stock

 ( 181
)

 -

 ( 181
)

 ( 44
)

 -

 ( 44
)

 Net
 cash used in by financing activities

 ( 1,678
)

 -

 ( 1,678
)

 ( 1,374
)

 -

 ( 1,374
)

 ( 1,480
)

 ( 95
)

 ( 1,575
)

 ( 123
)

 -

 ( 123
)

 Net
 (decrease) increase in cash, cash equivalents and restricted cash

 ( 5,893
)

 -

 ( 5,893
)

 7,100

 -

 7,100

 Cash,
 cash equivalents and restricted cash - beginning of period

 -

 -

 Cash,
 cash equivalents and restricted cash - end of period

 $
 20,867

 $
 -

 $
 20,867

 $
 25,089

 $
 -

 $
 25,089

 of cash, cash equivalents, and restricted cash, beginning of period

 Cash

 -

 -

 cash

 -

 -

 Cash,

 $

 $
 -

 $

 $

 $
 -

 $

 of cash, cash equivalents, and restricted cash, end of period

 Cash

 20,559

 -

 20,559

 24,780

 -

 24,780

 cash

 -

 -

 Cash,

 $
 20,867

 $
 -

 $
 20,867

 $
 25,089

 $
 -

 $
 25,089

 Cash
 paid for:

 Taxes

 -

 -

 -

 -

 Value
 of warrant issued in connection with Movingdots acquisition

 $
 -

 $
 -

 $
 -

 $
 1,347

 $
 -

 $
 1,347

 The
following table presents the impact of the financial statement adjustments on the Company's previously reported unaudited
Consolidated Statement of Cash Flows for the six months ended June 30, 2022 and 2023:

 Six
 Months Ended June 30,

 2022

 2023

 Cash

 As

 Other

 As

 As

 Other

 As

 Net loss (income)

 $
 ( 3,046
)

 $
 ( 834
)

 $
 ( 3,880
)

 $
 1,792

 $
 ( 415
)

 $
 1,377

 Adjustments to reconcile net
 (loss) income to cash (used in) provided by operating activities:

 -

 -

 Gain on
 bargain purchase

 -

 -

 -

 ( 7,517
)

 -

 ( 7,517
)

 -

 -

 Stock

 2,086

 -

 2,086

 1,684

 -

 1,684

 4,133

 -

 4,133

 4,498

 4,612

 1,382

 -

 1,382

 1,318

 -

 1,318

 Bad debt
 expense

 ( 364
)

 ( 364
)

 1,026

 ( 663
)

 1,113

 ( 50

)

 Other

 -

 -

 in:

 ( 2,911
)

 ( 2,483
)

 ( 37
)

 ( 5,410
)

 -

 ( 5,410
)

 -

 ( 412
)

 ( 351
)

 ( 241
)

 costs

 1,055

 -

 ( 523
)

 ( 53
)

 1,856

 -

 1,856

 ( 1,840
)

 ( 1,791
)

 Lease

 ( 1,335
)

 -

 ( 1,335
)

 ( 1,344
)

 -

 ( 1,344
)

 severance payable, net

 -

 -

 Net
 cash (used in) provided by operating activities

 ( 2,700
)

 ( 2,096
)

 1,340

 ( 42

)

 1,298

 Cash flows
 from investing activities:

 Acquisitions, net of cash
 assumed

 -

 -

 -

 8,722

 -

 8,722

 Purchase of investments

 -

 -

 -

 ( 100
)

 -

 ( 100
)

 Capitalized software development
 costs

 -

 -

 -

 ( 1,677
)

 -

 ( 1,677
)

 ( 2,013
)

 ( 492
)

 ( 2,505
)

 ( 2,108
)

 ( 2,066
)

 Net
 cash (used in) provided by investing activities

 ( 2,013
)

 ( 492
)

 ( 2,505
)

 4,837

 4,879

 Cash flows
 from financing activities:

 Repayment of long-term debt

 ( 2,897
)

 -

 ( 2,897
)

 ( 2,658
)

 -

 ( 2,658
)

 Short-term bank debt, net

 2,330

 -

 2,330

 2,736

 -

 2,736

 Purchase of treasury stock
 upon vesting of restricted stock

 ( 186
)

 -

 ( 186
)

 ( 48
)

 -

 ( 48
)

 Payment of preferred stock
 dividend

 -

 -

 -

 ( 1,128
)

 -

 ( 1,128
)

 Proceeds
 from exercise of stock options

 -

 -

 -

 -

 Net
 cash used in financing activities

 ( 753
)

 -

 ( 753
)

 ( 1,062
)

 -

 ( 1,062
)

 ( 3,282
)

 ( 112

)

 ( 3,394
)

 ( 1,066
)

 -

 ( 1,066
)

 Net (decrease)
 increase in cash, cash equivalents and restricted cash

 ( 8,748
)

 -

 ( 8,748
)

 4,049

 -

 4,049

 Cash,
 cash equivalents and restricted cash - beginning of period

 -

 -

 Cash,
 cash equivalents and restricted cash - end of period

 $
 18,012

 $
 -

 $
 18,012

 $
 22,038

 $
 -

 $
 22,038

 Reconciliation of cash, cash
 equivalents, and restricted cash, beginning of period

 Cash and
 cash equivalents

 -

 -

 cash

 -

 -

 Cash,

 $

 $
 -

 $

 $

 $
 -

 $

 Reconciliation of cash, cash
 equivalents, and restricted cash, end of period

 Cash and
 cash equivalents

 17,703

 -

 17,703

 21,729

 -

 21,729

 cash

 -

 -

 Cash,

 $
 18,012

 $
 -

 $
 18,012

 $
 22,038

 $
 -

 $
 22,038

 Cash paid
 for:

 Taxes

 -

 -

 -

 -

 Value
 of warrant issued in connection with Movingdots acquisition

 $
 -

 $
 -

 $
 -

 $
 1,347

 $
 -

 $
 1,347

 The
following table presents the impact of the financial statement adjustments on the Company's previously reported unaudited
Consolidated Statement of Cash Flows for the nine months ended September 30, 2022 and 2023:

 Nine
 Months Ended September 30,

 2022 (As Restated)

 2023
 (As Restated)

 Cash

 As

 Other

 As

 As

 Other

 As

 Net loss

 $
 ( 5,347
)

 $
 ( 135
)

 $
 ( 5,482
)

 $
 ( 1,882
)

 $
 ( 289
)

 $
 ( 2,171
)

 Adjustments to reconcile net
 loss to cash (used in) provided by operating activities:

 -

 -

 Gain on
 bargain purchase

 -

 -

 -

 ( 7,517
)

 -

 ( 7,517
)

 -

 -

 Stock

 3,156

 -

 3,156

 2,785

 -

 2,785

 6,152

 -

 6,152

 6,926

 7,097

 2,071

 -

 2,071

 1,900

 -

 1,900

 Bad debt
 expense

 -

 1,161

 1,361

 ( 17

)

 Other

 -

 -

 in:

 ( 3,025
)

 ( 2,639
)

 ( 3,006
)

 ( 36
)

 ( 3,042
)

 ( 5,544
)

 -

 ( 5,544
)

 ( 2,260
)

 -

 ( 2,260
)

 ( 761
)

 ( 164
)

 ( 925
)

 ( 269
)

 ( 34
)

 costs

 1,345

 ( 197
)

 ( 523
)

 ( 720
)

 1,717

 1,729

 1,124

 1,173

 Lease

 ( 2,034
)

 -

 ( 2,034
)

 ( 1,941
)

 -

 ( 1,941
)

 severance payable, net

 -

 -

 Net
 cash used in operating activities

 ( 1,714
)

 ( 1,113
)

 ( 232
)

 ( 85

)

 ( 317
)

 Cash flows
 from investing activities:

 Acquisitions, net of cash
 assumed

 -

 -

 -

 8,722

 -

 8,722

 Purchase of investments

 -

 -

 -

 ( 100
)

 -

 ( 100
)

 Capitalized software development
 costs

 -

 -

 -

 ( 2,727
)

 -

 ( 2,727
)

 ( 4,001
)

 ( 492
)

 ( 4,493
)

 ( 2,626
)

 ( 2,541
)

 Net
 cash (used in) provided by investing activities

 ( 4,001
)

 ( 492
)

 ( 4,493
)

 3,269

 3,354

 Cash flows
 from financing activities:

 Repayment of long-term debt

 ( 4,279
)

 -

 ( 4,279
)

 ( 3,985
)

 -

 ( 3,985
)

 Short-term bank debt, net

 3,949

 -

 3,949

 4,995

 -

 4,995

 Purchase of treasury stock
 upon vesting of restricted stock

 ( 193
)

 -

 ( 193
)

 ( 138
)

 -

 ( 138
)

 Payment of preferred stock
 dividend

 -

 -

 ( 2,257
)

 -

 ( 2,257
)

 Proceeds
 from exercise of stock options

 -

 -

 -

 -

 Net
 cash used in financing activities

 ( 523
)

 -

 ( 523
)

 ( 1,349
)

 -

 ( 1,349
)

 ( 3,510
)

 ( 109

)

 ( 3,619
)

 ( 70
)

 -

 ( 70
)

 Net (decrease)
 increase in cash, cash equivalents and restricted cash

 ( 9,748
)

 -

 ( 9,748
)

 1,618

 -

 1,618

 Cash,
 cash equivalents and restricted cash - beginning of period

 -

 -

 Cash,
 cash equivalents and restricted cash - end of period

 $
 17,012

 $
 -

 $
 17,012

 $
 19,607

 $
 -

 $
 19,607

 Reconciliation of cash, cash
 equivalents, and restricted cash, beginning of period

 Cash and
 cash equivalents

 -

 -

 cash

 -

 -

 Cash,

 $

 $
 -

 $

 $

 $
 -

 $

 Reconciliation of cash, cash
 equivalents, and restricted cash, end of period

 Cash and
 cash equivalents

 16,703

 -

 16,703

 19,297

 -

 19,297

 cash

 -

 -

 Cash,

 $
 17,012

 $
 -

 $
 17,012

 $
 19,607

 $
 -

 $
 19,607

 Cash paid
 for:

 Taxes

 -

 -

 -

 -

 Value
 of warrant issued in connection with Movingdots acquisition

 $
 -

 $
 -

 $
 -

 $
 1,347

 $
 -

 $
 1,347

 NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 [A]
 Principles of consolidation:

 The
consolidated financial statements include the accounts of Powerfleet, Inc. and its subsidiaries (which, as noted above, are collectively
referred to herein as the "Company"). All material intercompany balances and transactions have been eliminated in consolidation.

 [B]
 Use of estimates:

 The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America ("U.S. GAAP"). The preparation of financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. The Company continually evaluates estimates used in the preparation of the financial statements for
reasonableness. The most significant estimates relate to realization of deferred tax assets, accounting for uncertain tax positions,
the impairment of intangible assets, including goodwill, capitalized software development costs, market-based stock-based
compensation costs, and assumptions used in business combinations. Actual results could differ from those estimates.

 As
of December 31, 2023, the impact of global uncertainties continues to unfold. As a result, many of our estimates and assumptions required
increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes
available, our estimates may change materially in future periods.

 [C]
 Cash and cash equivalents:

 The
Company considers all highly liquid debt instruments with an original maturity of three months or less when purchased to be cash equivalents
unless they are legally or contractually restricted. The Company's cash and cash equivalent balances exceed Federal Deposit Insurance
Corporation ("FDIC") and other local jurisdictional limits. Restricted cash at December 31, 2022 and 2023 consists of cash
held in escrow for purchases from a vendor.

 [D]
 Accounts receivable and allowance for credit losses:

receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on trade accounts receivable are included
in net cash provided by operating activities in the consolidated statements of cash flows. The Company maintains an allowance for credit
losses against its accounts receivable for potential losses.

 The
Company's receivables were evaluated to determine an appropriate allowance for credit losses. For trade receivables, the Company's
historical collections were analyzed by the number of days past due to determine the uncollectible rate in each range of days past due
and considerations of any changes expected in the future. The estimate of the allowance for credit losses is charged to the allowance
for credit losses based on the age of receivables multiplied by the historical uncollectible rate for the range of days past due or earlier
if the account is deemed uncollectible for other reasons. Recoveries of amounts previously charged as uncollectible are credited to the
allowance for credit losses.

receivable is net of an allowance for credit losses in the amount of $ 2,567 and $ 2,797 in 2022 and 2023, respectively. The Company
does not have any off-balance sheet credit exposure related to its customers.

 An
analysis of the allowance for credit losses for the period ended December 31, 2023 is as follows:

OF ALLOWANCE FOR CREDIT LOSSES

 Allowance for credit losses, December 31, 2022

 $
 2,567

 Allowance for credit losses, beginning balance

 $
 2,567

 Adjustment for adoption of ASU 2016-13

 ( 200

)

 Current period provision for expected credit losses

 1,767

 Write-offs charged against the allowance

 ( 1,473
)

 Foreign currency translation

 Allowance for credit losses, December 31, 2023

 $
 2,797

 Allowance for credit losses, ending balance

 $
 2,797

the year ended December 31, 2023, the change in the allowance for credit losses was due to the change in the age of trade
receivables, offset by write-offs of bad debts.

 [E]
 Revenue recognition:

 The
Company and its subsidiaries generate revenue from sales of systems and products and from customer SaaS and hosting infrastructure fees.
Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services.
Sales, value add, and other taxes the Company collects concurrently with revenue-producing activities are excluded from revenue. Incidental
items that are immaterial in the context of the contract are recognized as expense. The expected costs associated with the Company's
base warranties continue to be recognized as an expense when the products are sold (see Note 13).

 Revenue
is recognized when performance obligations under the terms of a contract with the customer are satisfied. Product sales are recognized
at a point in time when title transfers, when the products are shipped, or when control of the system is transferred to the customer,
which usually is upon delivery of the system and when contractual performance obligations have been satisfied. For products which are
not distinct to the customer separate from the SaaS services provided, the Company considers both hardware and SaaS services a bundled
performance obligation. Under the applicable accounting guidance, all of the Company's billings for future services are deferred
and classified as a current and long-term liability. The deferred revenue is recognized over the service contract life, ranging from
one to five years, beginning at the time that a customer acknowledges acceptance of the equipment and service. Payment terms are generally
30 days after invoice date.

 The
Company recognizes revenue for remotely hosted SaaS agreements and post-contract maintenance and support agreements beyond our standard
warranties over the life of the contract. Revenue is recognized ratably over the service periods and the cost of providing these services
is expensed as incurred. Amounts invoiced to customers which are not recognized as revenue are classified as deferred revenue and classified
as short-term or long-term based upon the terms of future services to be delivered. Deferred revenue also includes prepayment of extended
maintenance, hosting and support contracts.

 The
Company earns other service revenues from installation services, training and technical support services which are short-term in nature
and revenue for these services is recognized at the time of performance when the service is provided.

 The
Company also derives revenue from leasing arrangements. Such arrangements provide for monthly payments covering product or system sale,
maintenance, support and interest. These arrangements meet the criteria to be accounted for as operating or sales-type leases. Accordingly,
for sales-type leases an asset is established for the "sales-type lease receivable" at the present value of the expected
lease payments and revenue is deferred and recognized over the service contract, as described above. Maintenance revenues and interest
income are recognized monthly over the lease term.

 The
Company's contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates
revenue to each performance obligation based on its relative standalone selling price ("SSP"). Judgment is required to
determine the SSP for each distinct performance obligation. The Company generally determines standalone selling prices based on
observable prices charged to customers. Significant pricing practices taken into consideration include the Company's discounting practices, the size and volume of its
transactions, the customer demographic, price lists, its go-to-market strategy and historical and current sales and contract prices.
As the Company's go-to-market strategies evolve, it may modify its pricing practices in the future, which could result in
changes to SSP.

 In
certain cases, the Company is able to establish SSP based on observable prices of products or services sold separately in comparable
circumstances to similar customers. The Company uses a single amount to estimate SSP when it has observable prices. If SSP is not
directly observable, for example when pricing is highly variable, the Company uses a range of SSP. The Company determines the SSP
range using information that may include pricing practices or other observable inputs. The Company typically has more than one SSP
for individual products and services due to the stratification of those products and services by customer size.

 The Company recognizes
an asset for the incremental costs of obtaining the contract arising from the sales commissions to employees because the Company expects
to recover those costs through future fees from the customers. The Company amortizes the asset over one to five years because the asset
relates to the services transferred to the customer during the contract term of one to five years.

 The
Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one
year or less and (ii) contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice
for services performed.

 [F]
 Deferred costs:

product costs consist of Powerfleet for Logistics equipment costs deferred in accordance with our revenue recognition policy. The Company
evaluates the realizability of the carrying amount of the deferred contract costs. To the extent the carrying value of the deferred contract
costs exceeds the contract revenue, an impairment loss will be recognized.

 [G]
 Inventory:

 Inventories
are stated at the lower of cost or net realizable value. Cost is determined using the "moving average" cost method or the
first-in first-out ("FIFO") method. Inventory consists of components, work in process and finished products.

valuation reserves are established in order to report inventories at the lower of cost or net realizable value in the consolidated balance
sheet. The determination of inventory valuation reserves requires management to make estimates and judgments on the future salability
of inventories. Valuation reserves for obsolete and slow-moving inventory are estimated based on assumptions of future sales forecasts,
product life cycle expectations, the impact of new product introductions, production requirements, and specific identification of items,
such as product discontinuance or engineering/material changes and by comparing the inventory levels to historical usage rates.

 [H]
 Fixed assets and depreciation:

 Fixed
assets are recorded at cost, net of accumulated depreciation. Depreciation and amortization are recognized using the straight-line method
over the estimated useful lives of the assets. The following table provides the range of estimated useful lives used for each asset type:

OF ESTIMATED USEFUL LIVES OF ASSET

 Useful
 Life

 (years)

 Computer
 software

 - 5

 Installed
 products

 - 5

 Computers
 and electronic equipment

 - 10

 Furniture
 and fixtures

 - 7

 Leasehold
 improvements

 Shorter
 of useful life or lease term

 [I]
 Long-lived assets:

 Long-lived
assets, which includes definite lived intangible assets and fixed assets, are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is assessed by a comparison
of the carrying amount of the assets to the future undiscounted net cash flows expected to be generated by the asset. If such assets
are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds
the fair value of the assets and would be charged to earnings. Fair value is determined through various valuation techniques including
discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

 [J]
 Goodwill and intangibles:

represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. Goodwill and intangible assets
deemed to have indefinite lives are not amortized and are tested for impairment on an annual basis and between annual tests whenever
events or changes in circumstances indicate that the carrying amount may not be recoverable. Intangible assets other than goodwill are
amortized over their useful lives unless the lives are determined to be indefinite. Intangible assets are carried at cost, less accumulated
amortization. Intangible assets consist of trademarks and trade name, patents, customer relationships, software to be sold or leased,
and other intangible assets. Goodwill is tested at the reporting unit level, which is defined as an operating segment or one level below
the operating segment. The Company operates in one operating segment which is its only reporting unit. The Company tests its goodwill
for impairment annually, which is the first day of the Company's fourth quarter or when an indicator of impairment exists, by comparing
the fair value of the reporting unit to its carrying value.

 In
the evaluation of goodwill for impairment, the Company has the option to perform a qualitative assessment to determine whether further
impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of a reporting unit to its carrying
amount, including goodwill. Under the qualitative assessment, an entity is not required to calculate the fair value of a reporting unit
unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. By eliminating "Step
2" from the goodwill impairment test, the quantitative analysis of goodwill will result in an impairment loss for the amount that
the carrying value of the reporting unit exceeds its fair value which is limited to the total amount of goodwill allocated to the reporting
unit.

 The
Company performed a quantitative assessment whereby the fair value of the reporting unit is calculated using a market approach and a
discounted cash flow method, as a form of the income approach. The market approach includes the use of comparative revenue and adjusted
EBITDA multiples to complement discounted cash flow results. The discounted cash flow method is based on the present value of the projected
cash flows and a terminal value. The terminal value represents the expected normalized future cash flows of the reporting unit beyond
the cash flows from the discrete projection period. The fair value of the reporting unit is calculated based on the sum of the present
value of the cash flows from the discrete period and the present value of the terminal value. The discount rate represented our estimate
of the WACC, or expected return, that a marketplace participant would have required as of the valuation date. The application of our
goodwill impairment test required key assumptions underlying our valuation model.

 The
discounted cash flow analysis factored in assumptions on discount rates and terminal growth rates to reflect risk profiles, as well as
revenue and cost growth relative to history and market trends and expectations. The market multiples approach incorporated judgment involved
in the selection of comparable public company multiples and benchmarks. The selection of companies and multiples was influenced by differences
in growth and profitability, and volatility in market prices of peer companies. These valuation inputs are inherently judgmental, and
an adverse change in one or a combination of these inputs could trigger a goodwill impairment loss in the future. In connection with the Company's goodwill impairment testing as of October 1, 2023, the estimated fair value exceeded its carrying
value by approximately 6 %.

 For
the years ended December 31, 2021, 2022 and 2023, the Company did not incur an impairment charge.

 [K]
 Product warranties:

 The
Company typically provides a 1 – 5-year warranty on its products. Estimated future warranty costs are accrued in the period that
the related revenue is recognized. These estimates are derived from historical data and trends of product reliability and costs of repairing
and replacing defective products.

 [L]
 Research and development:

and development costs are charged to expense as incurred and consists primarily of salaries and related expenses, supplies and
contractor costs. Research and development costs were $ 11,429
(as restated), $ 8,472
(as restated), and $ 8,380
in 2021, 2022 and 2023, respectively.

 [ M]
 Patent costs:

 Costs
incurred in connection with acquiring patent rights are charged to expense as incurred.

 [N]
 Concentrations of credit risk:

 Financial
instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash and
cash equivalents, trade receivables and trade payables.

 The
Company's cash and cash equivalents are invested primarily in deposits with major banks worldwide. Generally, these deposits may
be redeemed upon demand and, therefore, bear low risk. Management believes that the financial institutions that hold the Company's
investments have a high credit rating.

 For
the years ended December 31, 2023, 2022, and 2021, there were no customers who generated revenues greater than 10 % of the Company's
consolidated total revenues or generated greater than 10 % of the Company's consolidated accounts receivable.

 [O]
 Benefit plan:

 The
Company maintains a retirement plan under Section 401(k) of the Internal Revenue Code, which covers all eligible employees. All employees
with U.S. source income are eligible to participate in the plan immediately upon employment. The Company did not make any contributions
to the plan during the year ended December 31, 2021. In 2022 and 2023, the Company contributed $ 285 and $ 379, respectively, to the plan.

 [P]
 Severance pay:

 The
liability of the Company's subsidiaries in Israel for severance pay is calculated pursuant to Israel's Severance Pay Law
5273-1963 (the "Severance Law") based on the most recent salary of the employees multiplied by the number of years of employment
as of balance sheet date and are presented on an undiscounted basis. Employees are entitled to one month's salary for each year
of employment, or a portion thereof. The liability for the Company and its subsidiaries in Israel is fully provided by monthly deposits
with insurance policies and by accrual. The value of these policies is recorded as an asset in the Company's balance sheet.

 The
deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Severance Law or labor agreements. The value
of the deposited funds is based on the cash surrendered value of these policies, and includes profits or losses accumulated to balance
sheet date.

 Some
of the Company's employees are subject to Section 14 of the Severance Law and the General Approval of the Labor Minister dated
June 30, 1998, issued in accordance to the said Section 14, mandating that upon termination of such employees' employment, all
the amounts accrued in their insurance policies shall be released to them. The severance pay liabilities and deposits covered by these
plans are not reflected in the balance sheet as the severance pay risks have been irrevocably transferred to the severance funds.

 [Q]
 Stock-based compensation:

 The
Company accounts for stock-based employee compensation for all share-based payments, including grants of stock options and restricted
stock, as an operating expense based on their fair values on the grant date. The Company recorded stock-based compensation expense of
$ 4,416,
$ 4,343,
and $ 3,908 for
the years ended December 31, 2021, 2022 and 2023, respectively.

 The
Company estimates the fair value of share-based option awards on the grant date using an option pricing model. The value of the portion
of the award that is ultimately expected to vest is recognized as expense over the requisite service period in the Company's consolidated
statement of operations. The Company estimates forfeitures at the time of grant in order to estimate the amount of share-based awards
that will ultimately vest. The estimate is based on the Company's historical rates of forfeitures. Estimated forfeitures are revised,
if necessary, in subsequent periods if actual forfeitures differ from those estimates.

 [R]
 Income taxes:

 The
Company uses the asset and liability method of accounting for deferred income taxes. Deferred income taxes are measured by applying enacted
statutory rates to net operating loss carryforwards and to the differences between the financial reporting and tax bases of assets and
liabilities. Deferred tax assets are reduced, if necessary, by a valuation allowance if it is more likely than not that some portion
or all of the deferred tax assets will not be realized.

 The
Company recognizes uncertainty in income taxes in the financial statements using a recognition threshold and measurement attribute of
a tax position taken or expected to be taken in a tax return. The Company applies the "more-likely-than-not" recognition
threshold to all tax positions, commencing at the adoption date of the applicable accounting guidance, which resulted in no unrecognized
tax benefits as of such date. Additionally, there have been no unrecognized tax benefits subsequent to adoption. The Company has opted
to classify interest and penalties that would accrue according to the provisions of relevant tax law as selling, general, and administrative
expenses and incomes taxes, respectively, in the consolidated statement of operations. For the years ended December 31, 2021, 2022 and
2023, interest and penalties were immaterial. The Company elected to account for the U.S. tax on its Global Intangible Low-Taxed Income ("GILTI") from
its foreign subsidiaries as a period cost and, therefore included GILTI expense in its effective tax rate calculation.

 [S]
 Fair value of financial instruments:

 The
Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad
levels. The following is a brief description of those levels:

 Level
 1: Unadjusted quoted prices in active markets for identical assets or liabilities

 Level
 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted
 prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets
 that are not active.

 Level
 3: Unobservable inputs that reflect the reporting entity's estimates of market participant assumptions

 The
Company's cash and cash equivalents and investments in securities are carried at fair value. The carrying value of financing receivables
approximates fair value due to the interest rate implicit in the instruments approximating current market rates. The carrying value of
accounts receivables, accounts payable and accrued liabilities and short-term bank debt approximates their fair values due to the short
period to maturity of these instruments. The fair value of the Company's debt is based on observable relevant market information
and future cash flows discounted at current rates, which are Level 2 measurements.

OF FAIR VALUE OF FINANCIAL INSTRUMENTS

 Carrying Amount

 Fair Value

 Debt

 $
 21,091

 $
 20,919

 [T]
 Advertising and marketing expense:

 Advertising
and marketing costs are expensed as incurred. Advertising and marketing expense for the years ended December 31, 2021, 2022 and 2023
amounted to $ 1,185,
$ 1,130 (as restated),
and $ 2,300,
respectively.

 [U]
 Foreign currency:

 The
Company's reporting currency is the U.S dollar ("USD"). For businesses where the majority of the revenues are generated
in USD or linked to the USD and a substantial portion of the costs are incurred in USD, the Company's management believes that
the USD is the primary currency of the economic environment and thus their functional currency. Due to the fact that Argentina has been
determined to be highly inflationary, the financial statements of our subsidiary in Argentina have been remeasured as if its functional
currency was the USD. The Company also has foreign operations where the functional currency is the local currency. For these operations,
assets and liabilities are translated using the end-of-period exchange rates and revenues, expenses and cash flows are translated using
average rates of exchange for the period. Equity is translated at the rate of exchange at the date of the equity transaction. Translation
adjustments are recognized in stockholders' equity as a component of accumulated other comprehensive income (loss). Net translation
gains (losses) from the translation of foreign currency are $ ( 8), $ ( 1,601) and $ 594 at December 31, 2021, 2022 and 2023, respectively,
which are included in comprehensive loss in the Consolidated Statement of Changes in Stockholders' Equity.

currency transaction gains and losses related to operational expenses denominated in a currency other than the functional currency are
included in determining net income or loss. Foreign currency transaction gains (losses) for the years ended December 31, 2021, 2022 and
2023 of $ ( 128),
$ ( 847),
and $ 277,
respectively, are included in selling, general and administrative expenses in the Consolidated Statement of Operations. Foreign currency
transaction gains (losses) related to long-term debt of $ 810,
$ 2,689
 and $ 591,
for the years ended December 31, 2021, 2022 and 2023, respectively, are included in interest expense in the Consolidated Statement of
Operations.

 [ V]
 Commitments and contingencies:

 From
time to time, the Company is involved in various litigation matters involving claims incidental to its business and acquisitions, including
employment matters, acquisition related claims, patent infringement and contractual matters, among other issues. While the outcome of
any such litigation matters cannot be predicted with certainty, management currently believes that the outcome of these proceedings,
including the matters described below, either individually or in the aggregate, will not have a material adverse effect on its business,
results of operations or financial condition. The Company records reserves related to legal matters when losses related to such litigation
or contingencies are both probable and reasonably estimable.

 [W]
 Recently issued accounting pronouncements:

 In
November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2023-07, "Segment
Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which requires additional operating
segment disclosures in annual and interim consolidated financial statements. ASU 2023-07 is effective for annual periods beginning after
December 15, 2023 and for interim periods beginning after December 15, 2024 on a retrospective basis, with early adoption permitted.
The Company is evaluating the effect of adopting ASU 2023-07.

 In
December 2023, the FASB issued Accounting Standards Update No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures"
("ASU 2023-09"), which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components
of the effective tax rate reconciliation and modifies other income tax-related disclosures. ASU 2023-09 is effective for annual periods
beginning after December 15, 2024 on a retrospective or prospective basis. The Company is evaluating the effect of adopting ASU 2023-09.

 In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses
(Topic 326) Measurement of Credit Losses on Financial Instruments," which amends the guidance on measuring credit losses on financial
assets held at amortized cost. The amendment is intended to address the issue that the previous "incurred loss" methodology
was restrictive for an entity's ability to record credit losses based on not yet meeting the "probable" threshold. The
new language will require these assets to be valued at amortized cost presented at the net amount expected to be collected with a valuation
provision. This updated standard is effective for fiscal years beginning after December 15, 2022. The Company adopted ASU No. 2016-13
on January 1, 2023. The adoption of the standard did not result in a material impact on the consolidated financial statements.

 [X] Business Combinations

 In accordance with ASC 805, Business
Combinations (ASC 805), the Company recognizes the tangible and intangible assets acquired and liabilities assumed based on
their estimated fair values. Determining these fair values requires management to make significant estimates and assumptions, especially
with respect to intangible assets.

 The Company recognizes identifiable
assets acquired and liabilities assumed at their acquisition date fair value. During the measurement period, which may be up
to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the
corresponding offset to goodwill or bargain purchase to the extent that it identifies adjustments to the preliminary fair values. Upon
the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent
adjustments are recorded to the consolidated statements of operations.

 [Y]
 Segment Information:

 The
Company has a single operating and reportable segment. The Company's chief operating decision maker is its Chief Executive Officer,
who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance,
and allocating resources. The Company derives its revenue from the sale of systems and products and from customer SaaS and hosting infrastructure
fees (see Note 17 – Segment Information).

 NOTE
4 – ACQUISITION

 On
March 6, 2023, the Company entered into a share purchase and transfer agreement (the "Movingdots Agreement") with Swiss Re
Reinsurance Holding Company Ltd ("Swiss Re"), pursuant to which the Company would acquire all of the outstanding shares of
Movingdots GmbH ("Movingdots"), a wholly owned subsidiary of Swiss Re, for consideration consisting of 1
 and the issuance by the Company of a ten-year
warrant to purchase 800,000
 shares of the Company's common stock at
an exercise price of $ 7.00
 per share (the "Swiss Re Warrants")
with fair value of approximately $ 1,347
 at March 31, 2023 and noncash consideration in
the form of a nonexclusive irrevocable, perpetual, fully paid-up, royalty free license agreement between Movingdots and Swiss Re for
certain of the acquired intellectual property (the "Movingdots Acquisition"). The Movingdots Acquisition was consummated
on March 31, 2023 (the "Movingdots Closing").

 As
a result of the Movingdots Acquisition, Movingdots, a German company providing insurance telematics and sustainable mobility solutions,
became a direct, wholly owned subsidiary of Powerfleet. Movingdots' end-to-end telematics app solution will enhance Powerfleet's
software-as-a-service ("SaaS")-based fleet intelligence platform, Unity, with additional customization capabilities and insurance
risk insights. Movingdots' expertise in safety and sustainability aligns with Unity's focus on data-powered applications.
The Movingdots Acquisition also strengthens Powerfleet's global reach, particularly in Europe. Revenue and net loss of Movingdots since the Movingdots Closing included in the consolidated income statement was $ 523
and $( 3,808), respectively.

 As
part of the Movingdots Agreement Swiss Re was also obligated to (i) transfer certain intellectual property rights from Swiss Re to Movingdots,
(ii) enter into a distribution agreement pursuant to which Swiss Re is allowed to promote the Movingdots solutions, and (iii) grant a
license agreement between Swiss Re's affiliates and Movingdots.

 The
Swiss Re Warrants were valued using the Black-Scholes Model using the following assumptions at the date of issuance:

OF WARRANTS VALUATION ASSUMPTIONS

 Expected volatility

 %

 Expected term (in years)

 Risk free interest rate

 3.50
 %

 Dividend yield

 %

 Fair value per share

 $
 1.68

 Warrants measurement input

 $
 1.68

Price Allocation

 The
Movingdots Acquisition met the criteria for a business combination to be accounted for using the acquisition method under ASC 805,
Business Combinations ("ASC 805"), with the Company identified as the legal and the accounting acquirer. The Company
recognized approximately $ 500
of acquisition-related costs which were expensed in the consolidated statement of operations for the year ended December 31,
2023.

 The
following table details the allocation of the purchase price to the assets acquired and liabilities assumed in connection with the acquisition
of Movingdots:

OF PURCHASE PRICE ALLOCATION IN ASSETS ACQUIRED AND LIABILITIES

 Consideration:

 Cash

 $
 -

 Fair value of Powerfleet warrants on March 31, 2023

 1,347

 Total consideration

 $
 1,347

 Assets acquired:

 Cash

 $
 8,722

 Accounts receivable

 Prepaid expenses

 Other assets

 Fixed assets

 1,889

 Total assets acquired

 11,327

 Liabilities assumed:

 Accounts payable and accrued expenses

 Total liabilities assumed

 Total identifiable net assets acquired

 10,381

 Gain on bargain purchase

 ( 9,034
)

 Purchase price consideration

 $
 1,347

 The fair value estimates of the assets acquired
and liabilities assumed, including fixed assets and accounts payable and accrued expenses, were
subject to adjustments through the initial measurement period. As of December 31, 2023, the measurement period was complete and an
adjustment of approximately $ 1,500
was recorded to increase the fixed assets above for valuation of intellectual property, internal use software, and adjustments of an approximate $ 300 increase in net assets acquired related primarily to reductions in accounts
payable and accrued expenses. Adjustments resulted in an increase to the gain on
bargain purchase. Determining the fair values of the assets and liabilities of Movingdots required certain assumptions and
judgment.

 The intellectual property was valued using the
replacement method. Since this asset does not directly generate revenue (i.e., it is intended to support other revenue-generating
assets and its utility is premised on avoided operating costs), the fair value analysis considers the costs that would be incurred
to recreate the intellectual property in the event that the intellectual property did not exist (or the agreement to license the
intellectual property did not exist). The replacement cost method utilized assumptions on the length of time expected to be incurred
to recreate the intellectual property, the amount and cost of labor plus a 30% obsolescence factor, and 20% estimated developers
profit.

 All other assets and liabilities acquired, as detailed
in the allocation chart above, were valued at fair value based on their short-term nature.

 Consistent
with the requirements of ASC 805, the Company assessed whether all assets acquired and liabilities assumed have been appropriately
identified, measured and recognized, and performed re-measurements to verify that the consideration paid, assets acquired and
liabilities assumed have been properly valued. After applying the requirements of ASC 805-30-25-4, the Company recognized a gain on
bargain purchase as the estimated fair value of the identifiable net assets acquired exceeded the purchase consideration transferred
by approximately $ 9,034.
Management believes that the recognized gain on bargain purchase represents the best estimates of the economic effect of the
Movingdots Acquisition based on all information that was available and existed as of the dates the financial statements were
issued.

 The
gain on bargain purchase primarily resulted from Swiss Re's motivation to divest its investment in Movingdots and its telematics
business, which was deemed a non-core business of Swiss Re on a go-forward basis. The sale of Movingdots was not subject to a competitive
bidding process. Under the Movingdots Agreement, Swiss Re also agreed to make a cash injection into Movingdots prior to the Movingdots
Closing in a form of additional paid in capital to ensure Movingdots had available cash in the amount of 8,000 to be used to ensure
the liquidity of Movingdots and for broader combined business activities.

 If
the Company makes an on-sale transfer of any shares of Movingdots that were acquired in connection with the Movingdots Acquisition at
any time between the signing date of the Movingdots Agreement and through 12 months after the Movingdots Closing, to any third-party
purchaser (an "on-sale transfer"), for an amount that is in excess of the purchase price consideration transferred, then
the Company shall pay Swiss Re an amount in cash ("on sale compensation") equal to (i) 8,000, plus (ii) the difference
between such on-sale transfer price less the purchase price net of the net present value of the Swiss Re Warrants. The Company does not
currently intend to enter into an on-sale transfer.

 Management
views that the insurance telematics and sustainability are important spaces for the Company to have propositions to enable future
strategic value, supporting the more evolved, IOT data-rich mass subscription space. The acquisition of Movingdots and its business
will, among other things:

 open
 strategic relationships with some key customers such as Mercedes, BMW and Vodafone;

 provide
 greater go-to-market opportunity to the Company with the European beachhead for future regional expansion, customer acquisition tool
 to upsell the Company's portfolio into German and European markets, and maintain a distribution channel and partnership with Swiss Re; and

 provide
 the Company with access to a team with technical skillsets across application development and management, cloud platform development,
 user experience/user interface design development and technical product management;

 The
following table represents the unaudited combined pro forma revenue and earnings for the annual periods ended December 31, 2022 and
2023:

OF PRO FORMA REVENUE AND EARNINGS

 Year Ended December 31, 2022

 Historical (as restated)

 Pro forma combined

 (unaudited)

 Revenues

 $

 $
 143,522

 Operating loss

 $
 ( 6,971
)

 $
 ( 7,465
)

 Net loss per share – basic and diluted

 $
)

 $
)

 Net loss per share - basic

 $
)

 $
)

 Year Ended December 31, 2023

 Historical

 Pro forma combined

 (unaudited)

 Revenues

 $
 133,736

 $
 136,258

 Operating loss

 $
 ( 12,557
)

 $
 ( 12,547
)

 Net loss per share – basic and diluted

 $
)

 $
)

 Net loss per share - basic

 $
)

 $
)

 The
unaudited combined pro forma revenue and earnings for the annual periods ended December 31, 2022 and 2023 were prepared as though
the Movingdots Acquisition had occurred as of January 1, 2022. This summary is not necessarily indicative of what the results of
operations would have been had the Movingdots Acquisition occurred as of such date, nor does it purport to represent results of
operations for any future periods.

 NOTE
5 – REVENUE RECOGNITION

 The
following table presents the Company's revenues disaggregated by revenue source for the years ended December 31, 2021, 2022 and
2023.

OF REVENUE DISAGGREGATED BY REVENUE SOURCE

 2021 (as restated)

 2022 (as restated)

 2023

 $
 52,902

 $
 56,945

 $
 49,741

 73,058

 78,967

 83,995

 $
 125,960

 $

 $
 133,736

 The
balances of contract assets and contract liabilities from contracts with customers are as follows as of December 31, 2022 and 2023 are
as follows:

OF CONTRACT ASSETS AND CONTRACT LIABILITIES FROM CONTRACTS WITH CUSTOMERS

 2022

 2023

 2022 (as restated)

 2023

 Assets:

 Deferred contract cost

 $
 2,740

 $
 2,581

 Deferred cost

 $

 $

 Liabilities:

 Deferred revenue – services (1)

 $
 9,869

 $
 10,511

 Deferred revenue – products (1)

 Deferred revenue

 10,807

 10,622

 Less: Deferred revenue – current portion

 ( 6,376
)

 ( 5,666
)

 Deferred revenue – long term

 $
 4,431

 $
 4,956

 (1)

 The
 Company records deferred revenues when cash payments are received or due in advance of the Company's performance. For the
 years ended December 31, 2022 and 2023, the Company recognized revenue of $ 5,929
 (as restated) and $ 6,046,
 respectively, that was included in the deferred revenue balance at the beginning of each reporting period. The Company expects to
 recognize as revenue through year 2028, when it transfers those goods and services and, therefore, satisfies its performance
 obligation to the customers.

 NOTE
6 – PREPAID EXPENSES AND OTHER ASSETS

expenses and other current assets consist of the following:

OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

 December 31, 2022 (as restated)

 Sales-type lease receivables, current

 $
 1,083

 $
 1,104

 Prepaid expenses

 3,952

 3,900

 Contract assets

 1,131

 1,164

 Other current assets

 1,370

 1,400

 Prepaid expenses and other current

 $
 7,536

 $
 7,568

 NOTE
7 – INVENTORY

which primarily consists of finished goods and components used in the Company's products, is stated at the lower of cost or net
realizable value using the "moving average" cost method or the first-in first-out (FIFO) method. Inventory is shown net of
a valuation reserve of $ 453 at December 31, 2022 and $ 524 at December 31, 2023.

 Inventories
consist of the following:

OF INVENTORIES

 Components

 $
 12,443

 $
 10,272

 Work in process

 Finished goods, net

 9,367

 12,299

 Inventory, Net

 $
 22,272

 $
 22,602

 NOTE
8 – FIXED ASSETS

 Fixed
assets are stated at cost, less accumulated depreciation and amortization, and are summarized as follows:

OF FIXED ASSETS

 2023

 Installed products

 $
 8,586

 $
 10,765

 Computer software

 7,195

 10,650

 Computer and electronic equipment

 5,658

 6,275

 Furniture and fixtures

 2,041

 2,422

 Leasehold improvements

 1,415

 1,417

 24,895

 31,529

 Accumulated depreciation and amortization

 ( 15,646
)

 ( 19,146
)

 $
 9,249

 $
 12,383

and amortization expense for the years ended December 31, 2021, 2022 and 2023 was $ 3,399,
$ 3,183,
and $ 3,876, respectively. This includes amortization of costs associated with computer software for the years ended December 31,
2021, 2022 and 2023 of $ 426,
$ 179,
and $ 605,
respectively.

 NOTE
9 – INTANGIBLE ASSETS AND GOODWILL

 Beginning
in 2022, the Company began to capitalize software costs for software to be sold, marketed, or leased to customers. Costs incurred internally
in researching and developing software products are charged to expense until technological feasibility has been established for the product.
Once technological feasibility is established, software costs are capitalized until the product is available for general release to customers.
Judgment is required in determining when technological feasibility of a product is established. The amortization of these costs will
be included in cost of revenue over the estimated life of the products.

 The
following table summarizes identifiable intangible assets of the Company as of December 31, 2023 and 2022:

OF INTANGIBLE ASSETS

 Useful Lives
(In Years)

 Gross Carrying

 Amortization

 Net Carrying

 Amortized:

 Customer relationships

 9 - 12

 $
 19,264

 $
 ( 7,606
)

 $
 11,658

 Trademark and tradename

 3 - 15

 7,553

 ( 3,682
)

 3,871

 Patents

 7 - 11

 ( 441
)

 Technology

 10,911

 ( 10,784
)

 Software to be sold or leased

 3 - 6

 4,602

 ( 535
)

 4,067

 42,958

 ( 23,048
)

 19,910

 Unamortized:

 Customer list

 Trademark and tradename

 -

 -

 Total

 $
 43,123

 $
 ( 23,048
)

 $
 20,075

 Useful Lives
(In Years)

 Gross Carrying Amount

 Accumulated Amortization

 Net Carrying Amount

 Amortized:

 Customer relationships

 9 - 12

 $
 20,031

 $
 ( 6,830
)

 $
 13,201

 Trademark and tradename

 3 - 15

 7,589

 ( 2,990
)

 4,599

 Patents

 7 - 11

 ( 351
)

 Technology

 10,667

 ( 7,866
)

 2,801

 Software to be sold or leased

 3 - 6

 1,865

 -

 1,865

 40,780

 ( 18,037
)

 22,743

 Unamortized:

 Customer list

 -

 Trademark and tradename

 -

 -

 Total

 $
 40,945

 $
 ( 18,037
)

 $
 22,908

 At
December 31, 2023, the weighted-average amortization period for the intangible assets was 8.6 years. At December 31, 2023, the weighted-average amortization periods for customer relationships, trademarks and trade names, patents,
technology, and capitalized software to be sold or leased were 11.9,
 9.6,
 7.0,
 4.3,
and 3.0
 years, respectively.

 Amortization
expense for the years ended December 31, 2021, 2022 and 2023 was $ 5,154,
$ 5,079,
and $ 5,569,
respectively. Estimated future amortization expense for each of the five succeeding fiscal years for these intangible assets is as
follows:

 SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS AMORTIZATION EXPENSE

 Year Ending December 31,

 2024

 $
 4,156

 2025

 4,029

 2026

 3,412

 2027

 2,232

 2028

 2,023

 Thereafter

 4,058

 Finite-Lived
 intangible assets

 $
 19,910

 Global uncertainties continue to adversely impact
the broader global economy and have caused significant volatility in financial markets. If there is a lack of recovery or further global
softening in certain markets, or a sustained decline in the value of the Company's common stock, the Company may conclude that indicators
of impairment exist and would then be required to calculate whether or not an impairment exists for its goodwill, other intangibles, and
long-lived assets, the results of which could result in material impairment charges. The Company tests for goodwill impairment at the
reporting unit level on October 1 of each year and between annual tests if a triggering event indicates the possibility of an impairment.
The Company monitors changing business conditions as well as industry and economic factors, among others, for events which could trigger
the need for an interim impairment analysis.

 The Company performed a quantitative
impairment analysis at October 1, 2023 using a market-based and income-based quantitative assessment utilizing a combination of the (i)
the guideline public company method applying revenue multiples of similar companies and, (ii) the discounted cash flow method, respectively.
 The fair value determination used in the impairment assessment requires estimates of the fair values based present value or other
valuation techniques or a combination thereof, necessitating subjective judgments and assumptions by management. These estimates and assumptions
could result in significant differences to the amounts reported if underlying circumstances were to change. The Company concluded that
no impairment relating to goodwill existed at December 31, 2023.

 As of December 31, 2022 and 2023, the Company determined
that no impairment existed to the goodwill, customer list and trademark and trade name of its acquired intangible assets. There have been
no changes in the carrying amount of goodwill from January 1, 2023 to December 31, 2023.

 NOTE
10 – STOCK-BASED COMPENSATION

 The
Company's stockholders have approved the Company's 2018 Incentive Plan (as amended the "2018 Plan") pursuant
to which the Company may grant stock options, restricted stock and other equity-based awards with respect to up to an aggregate of 7,500
shares of the Company's common stock with a vesting period of approximately four to five years. There were 2,158 shares available
for future issuance under the 2018 Plan as of December 31, 2023.

 The
2018 Plan is administered by the Compensation Committee of the Company's Board of Directors, which has the authority to determine,
among other things, the term during which an option may be exercised (not more than 10 years), the exercise price of an option and the
vesting provisions.

 The
Company recognizes all employee share-based payments in the statement of operations as an operating expense, based on their fair values
on the applicable grant date.

the first fiscal quarter of 2022, the Company granted options to purchase 5,960 shares of the Company's common stock to certain
senior managers, including the Company's executive officers, consisting of options to purchase 895 shares of common stock with
time-based vesting conditions and options to purchase 5,065 shares of common stock with performance-based vesting conditions (which we
refer to as "market-based stock options"). The market-based stock options have an exercise price that range from $ 2.85 to
$ 21.00. The market-based stock options will vest and become exercisable if the volume weighted average price of the Company's common
stock during a consecutive 60-day trading period (the "60 Day VWAP") ranges between $ 10.50 and $ 21.00. The Company valued
the market-based stock option awards using a Monte Carlo simulation model using a daily price forecast over ten years until expiration
utilizing Geometric Brownian Motion that considers a variety of factors including, but not limited to, the Company's common stock
price, risk-free rate ( 1.7 %), and expected stock price volatility ( 51.7 %) over the expected life of awards ( 10 years). The weighted average
fair value of market-based stock options granted during the period was $ 1.60.

the year ended December 31, 2023, the Company granted options to purchase 1,335 shares of the Company's common stock to certain senior managers, including the Company's executive officers, consisting of options
to purchase 470 shares of common stock with time-based vesting conditions and options to purchase 865 shares of common stock with performance-based
vesting conditions (which we refer to as "market-based stock options"). The market-based stock options will vest and become
exercisable if the volume weighted average price of the Company's common stock during a consecutive 60-day trading period (the
"60 Day VWAP") reaches $ 12.00. The Company valued the market-based stock option awards using a Monte Carlo simulation model
using a daily price forecast over ten years until expiration utilizing Geometric Brownian Motion that considers a variety of factors
including, but not limited to, the Company's common stock price, risk-free rate ( 3.7 %), and expected stock price volatility ( 50 %)
over the expected life of awards ( 5.1 years). The weighted average fair value of market-based stock options granted during the year was
$ 1.56.

the year ended December 31, 2023, the Company granted 1,247
shares of restricted stock to certain senior managers, including the Company's executive officers, which vest in four equal
installments over a four-year period, provided that the executive is employed by the Company on each scheduled vesting date. These
grants included (i) a grant of 900
shares of restricted stock to Steve Towe, the Company's Chief Executive Officer, which vests over four equal installments over
a four-year period, provided that the Mr. Towe is employed by the Company on each scheduled vesting date, and (ii) grants of 82
shares of restricted stock to certain members of the board of directors, which vest in full on the first anniversary of the date of
grant, provided that the director is a director of the Company on such date.

 [A]
Stock options:

 A
summary of the status of the Company's stock options, relating to the Company's market-based stock options that were granted
to certain senior managers, including the Company's executive officers, as of December 31, 2021, 2022 and 2023 and changes during
the years then ended, is presented below:

 SCHEDULE OF STOCK OPTIONS ACTIVITY

 2021

 2022

 2023

 Outstanding at beginning of year

 -

 $
 -

 -

 -

 $
 5,065

 $
 14.14

 -

 $
 -

 5,065

 $
 14.14

 $
 3.09

 Exercised

 -

 $
 -

 -

 $
 -

 -

 $
 -

 -

 $
 -

 -

 -

 $
 ( 485
)

 $
 2.87

 $

 $

 $

 Outstanding at end of year

 -

 $
 -

 5,065

 $
 14.14

 5,445

 $
 13.39

 $

 $

 $

 Exercisable at end of year

 -

 $
 -

 -

 $
 -

 -

 $
 -

 The
following table summarizes information about stock options relating to the market-based stock options that were granted to certain senior
managers, including the Company's executive officers, at December 31, 2023.

 SUMMARY OF STOCK OPTION INFORMATION BY EXERCISE PRICE RANGE

 Options Outstanding

 Options Exercisable

 Exercise Prices ($)

 Number Outstanding

 Weighted - Average Remaining Contractual Life in Years

 Weighted Average Exercise Price

 Number Outstanding

 Weighted - Average Exercise Price

 $ 2.98 - $ 7.48

 1,320

 8.87

 $
 3.18

 -

 $
 -

 $ 7.49 - $ 11.98

 8.01

 $
 10.50

 -

 $
 -

 $ 11.99 - $ 16.48

 1,250

 8.01

 $
 14.00

 -

 $
 -

 $ 16.49 - $ 21.00

 2,000

 8.01

 $
 21.00

 -

 $
 -

 5,445

 8.22

 $
 13.38

 -

 $
 -

 A
summary of the status of the Company's stock options, excluding the market-based stock options that were granted to certain senior
managers, including the Company's executive officers, as of December 31, 2021, 2022 and 2023 and changes during the years then
ended, is presented below:

 SCHEDULE OF STOCK OPTIONS ACTIVITY

 2021

 2022

 2023

 Outstanding
 at beginning of year

 3,624

 $
 5.85

 3,470

 $
 5.91

 2,727

 $
 5.29

 $
 7.77

 $
 4.08

 $
 3.09

 Exercised

 ( 156
)

 $
 5.60

 -

 $
 -

 ( 16
)

 $
 2.33

 Forfeited
 or expired

 ( 118
)

 $
 6.34

 ( 1,638
)

 $
 5.95

 ( 989
)

 $
 5.40

 Outstanding
 at end of year

 3,470

 $
 5.91

 2,727

 $
 5.29

 2,192

 $
 4.79

 Exercisable
 at end of year

 1,546

 $
 5.67

 1,247

 $
 5.79

 1,189

 $
 5.54

 SUMMARY OF STOCK OPTION INFORMATION BY EXERCISE PRICE RANGE

 Options Outstanding

 Options Exercisable

 Exercise Prices ($)

 Number Outstanding

 Weighted - Average Remaining Contractual Life in Years

 Weighted Average Exercise Price

 Number Outstanding

 Weighted - Average Exercise Price

 $ 2.98 - $ 4.23

 8.82

 $
 3.18

 $
 3.26

 $ 4.24 - $ 5.48

 7.55

 $
 4.83

 $
 4.87

 $ 5.49 - $ 6.73

 5.08

 $
 5.90

 $
 5.90

 $ 6.74 - $ 7.96

 6.58

 $
 7.80

 $
 7.80

 2,192

 6.93

 $
 4.79

 1,189

 $
 5.54

 SCHEDULE OF OPTIONS OUTSTANDING AND EXERCISABLE

 As of December 31, 2023

 Aggregate

 Intrinsic Value

 Weighted - Average

 Remaining Contractual

 Life in Years

 Options outstanding

 $
 -

 6.92

 Options exercisable

 $
 -

 5.60

 The
fair value of each option grant on the date of grant is estimated using the Black-Scholes option-pricing model reflecting the following
weighted-average assumptions:

 SCHEDULE OF FAIR VALUE STOCK OPTION ASSUMPTIONS

 2021

 2022

 2023

 Expected volatility

 50.2
 %

 49.4
 %

 55.6
 %

 Expected life of options (years)

 6.5

 6.5

 6.1

 Risk free interest rate

 0.69
 %

 1.73
 %

 3.87
 %

 Dividend yield

 %

 %

 %

 Weighted-average fair value of options granted during the year

 $
 3.81

 $
 2.04

 $
 1.66

 Expected
volatility is based on historical volatility of the Company's common stock and the expected life of options is based on historical
data with respect to employee exercise periods.

 For
the years ended December 31, 2021, 2022 and 2023, the Company recorded $ 1,684, $ 2,943, and $ 2,712, respectively, of stock-based compensation
expense in connection with the stock option grants.

 The
fair value of options vested during the years ended December 31, 2021, 2022 and 2023 was $ 1,201, $ 869, and $ 931, respectively. The total
intrinsic value of options exercised during the years ended December 31, 2021, 2022 and 2023 was $ 483, $ 0, and $ 9, respectively.

 As
of December 31, 2023, there was $ 1,342 of total unrecognized compensation costs related to non-vested options granted under the Company's
stock option plans excluding the market-based stock options that were granted to certain senior managers, including the Company's
executive officers. That cost is expected to be recognized over a weighted-average period of 2.41 years.

 As
of December 31, 2023, there was $ 4,655 of total unrecognized compensation costs related to non-vested options granted under the Company's
stock option plans for the market-based stock options that were granted to certain senior managers, including the Company's executive
officers. That cost is expected to be recognized over a weighted-average period of 3.13 years.

 The
Company estimates forfeitures at the time of valuation and reduces expense ratably over the vesting period. This estimate is adjusted
periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate.

 [B]
Restricted Stock Awards:

 The
Company grants restricted stock to employees, whereby the employees are contractually restricted from transferring the shares until they
are vested. The stock is unvested at the time of grant and, upon vesting, there are no legal restrictions on the stock. The fair value
of each share is based on the Company's closing stock price on the date of the grant. A summary of the non-vested shares for the
years ended December 31, 2021, 2022 and 2023 is as follows:

 SCHEDULE OF NON-VESTED RESTRICTED STOCK ACTIVITY

 Number of Non-Vested Shares

 Weighted- Average
 Grant Date Fair Value

 Non-vested, January 1, 2021

 5.54

 7.63

 ( 537
)

 5.35

 ( 90
)

 6.51

 Non-vested, December 31, 2021

 7.06

 3.72

 ( 229
)

 6.99

 ( 186
)

 7.08

 Non-vested, December 31, 2022

 4.75

 1,247

 2.41

 ( 297
)

 4.24

 ( 152
)

 5.32

 Non-vested, December 31, 2023

 1,504

 2.86

 For
the years ended December 31, 2021, 2022 and 2023, the Company recorded $ 2,529, $ 1,347, and $ 1,196, respectively, of stock-based compensation
expense in connection with the restricted stock grants. As of December 31, 2023, there was $ 3,349 of total unrecognized compensation
cost related to non-vested shares. That cost is expected to be recognized over a weighted-average period of 3.03 years.

 [C]
Restricted Stock Units:

 The
Company also grants restricted stock units ("RSUs") to employees. The following table summarizes the activity relating to
the Company's RSUs for the years ended December 31, 2021, 2022 and 2023:

 SCHEDULE OF NON-VESTED RESTRICTED STOCK ACTIVITY

 Number of

 Stock Units

 Weighted-Average

 Grant Date

 Fair Value

 Restricted stock-units, non-vested, January 1, 2021

 5.60

 ( 35
)

 5.60

 ( 4
)

 5.60

 Restricted stock-units, non-vested, December 31, 2021

 5.60

 ( 36
)

 5.60

 -

 -

 Restricted stock-units, non-vested, December 31, 2022

 -

 -

 -

 -

 -

 -

 Restricted stock-units, non-vested, December 31, 2023

 -

 -

 For
the years ended December 31, 2021, 2022 and 2023 the Company recorded $ 203, $ 53, and $ 0, respectively, of stock-based compensation expense
in connection with the RSUs. As of December 31, 2023, there was $- 0 - of total unrecognized compensation cost related to non-vested RSUs.

 NOTE
11 - NET LOSS PER SHARE

 SCHEDULE OF NET LOSS PER SHARE BASIC AND DILUTED

 2021

 2022

 2023

 2021

(As

 2022

 (As

 2023

 Basic and diluted loss per share

 $
)

 $
)

 $
 ( 17,307
)

 Weighted-average common share outstanding - basic and diluted

 Net loss attributable to common stockholders - basic and diluted

 $
 ( 0.64
)

 $
)

 $
)

 Basic
loss per share is calculated by dividing net loss attributable to common shareholders by the weighted-average number of common shares
outstanding during the period. Diluted loss per share reflects the potential dilution assuming common shares were issued upon the exercise
of outstanding options and the proceeds thereof were used to purchase outstanding common shares. Dilutive potential common shares include
outstanding stock options, warrants and restricted stock and performance share awards. We include participating securities (unvested
share-based payment awards and equivalents that contain non-forfeitable rights to dividends or dividend equivalents) in the computation
of EPS pursuant to the two-class method. Our participating securities consist solely of preferred stock, which have contractual participation
rights equivalent to those of stockholders of unrestricted common stock. The two-class method of computing earnings per share is an allocation
method that calculates earnings per share for common stock and participating securities. During periods of net loss, no effect is given
to the participating securities because they do not share in the losses of the Company. For the years ended December 31, 2021, 2022 and
2023, the basic and diluted weighted-average shares outstanding are the same, since the effect from the potential exercise of outstanding
stock options, conversion of preferred stock and vesting of restricted stock and restricted stock units totaling 11,628, 16,571 and 18,164,
respectively, would have been anti-dilutive due to the loss.

 NOTE
12 – SHORT-TERM BANK DEBT AND LONG-TERM DEBT

 SCHEDULE OF LONG-TERM DEBT

 2022

 2023

 Short-term bank debt

 $
 5,709

 $
 10,030

 Current maturities of long-term debt

 $
 4,603

 $
 11,061

 Long-term debt - less current maturities

 $
 11,403

 $
 -

 Debt

 In
connection with the Pointer Merger, Powerfleet Israel incurred NIS denominated debt in term loan borrowings on the October 3, 2019 under the Prior Credit Agreement, pursuant to which Hapoalim agreed to provide Powerfleet Israel with
two senior secured term loan facilities in an initial aggregate principal amount of $ 30,000
 (comprised of two facilities in the aggregate
principal amount of $ 20,000
 and $ 10,000,
respectively (the "Prior Term A Facility" and "Prior Term B Facility", respectively, and collectively, the "Prior
Term Facilities")) and a five-year revolving credit facility (the "Prior Revolving Facility") to Pointer denominated
in NIS in an initial aggregate principal amount of $ 10,000
 (collectively, the "Prior Credit Facilities").
As of December 31, 2023, the Company borrowed NIS 4,915
 or $ 1,355,
under the Prior Revolving Facility. The available balance at December 31, 2023 was approximately $ 4,800.

 The
Prior Credit Facilities were scheduled to mature on October
3, 2024. The indicative interest rate provided
for the Prior Term Facilities in the Prior Credit Agreement was approximately 4.73 %
for the Prior Term A Facility and 5.89 %
for the Prior Term B Facility. The
interest rate for the Prior Revolving Facility was, with respect to NIS-denominated loans, Hapoalim's prime rate + 2.5%, and with
respect to US dollar-denominated loans, LIBOR + 4.6% (amended to SOFR + 2.15%). The interest rate at December 31, 2023 was 7.53 %.
In addition, the Company agreed to pay a 1% commitment fee on the unutilized and uncancelled availability under the Prior Revolving Facility.
The Prior Credit Facilities were secured by the shares held by Powerfleet Israel in Pointer and by Pointer over all of its assets. The
Prior Credit Agreement included customary representations, warranties, affirmative covenants, negative covenants (including the following
financial covenants, tested quarterly: Pointer's net debt to EBITDA; Pointer's net debt to working capital; minimum equity
of Powerfleet Israel; Powerfleet Israel equity to total assets; Powerfleet Israel net debt to EBITDA; and Pointer EBITDA to current payments
and events of default.

 On
August 23, 2021, Powerfleet Israel and Pointer (the "Borrowers") entered into an amendment (the
"Amendment"), effective as of August 1, 2021, to the Prior Credit Agreement with Hapoalim. The Amendment memorialized
the agreements between the Borrowers and Hapoalim regarding a reduction in the interest rates of the two Prior Term Facilities.
Pursuant to the Amendment, commencing as of November 12, 2020, the interest rate with respect to the Prior Term A Facility was
reduced to a fixed rate of 3.65 %
per annum and the interest rate with respect to the Prior Term B Facility was reduced to a fixed rate of 4.5 %
per annum. The Amendment also provided, among other things, for (i) a reduction in the credit allocation fee on undrawn and
uncancelled amounts of the Prior Revolving Facility from 1 %
to 0.5 %
per annum, (ii) removal of the requirement that Powerfleet Israel maintain $ 3,000
on deposit in a separate reserve fund, and (iii) modifications to certain of the affirmative and negative covenants, including a
financial covenant regarding the ratio of the Borrowers' debt levels to Pointer's EBITDA. The Company was in compliance
with the covenants as of December 31, 2023.

 In
connection with the Prior Credit Facilities, the Company incurred debt issuance costs of $ 742.
For the years ended December 31, 2021, 2022, and 2023, the Company recorded $ 290,
$ 215,
and $ 133,
respectively, of amortization of the debt issuance costs. The Company recorded charges of $ 1,078,
$ 824,
and $ 572
to interest expense on its consolidated statements of operations for the years ended December 31, 2021, 2022 and 2023 related to
interest expense associated with the Prior Credit Facilities.

 On
October 31, 2022, the Borrowers entered into a third amendment to the Prior Credit Agreement (the "Third Amendment")
with Hapoalim. The Third Amendment provided for, among other things, an additional revolving credit facility to Pointer denominated
in NIS in an initial aggregate principal amount of $ 10
million (the "Second Revolver"). The Second Revolver was available for a period of one month, commencing on October 31,
2022, and continued to be available for successive one-month periods until the Company's entry into the A&R Credit
Agreement. As of December 31, 2023, the Company borrowed NIS 31,464,
or $ 8,675,
under the Second Revolver. The interest rate at December 31, 2023 was 7.97 %.
The available balance at December 31, 2023 was $ 1,325.

 See Note 20 (Subsequent Events) for additional information regarding the debt of the Company, including the A&R Credit Agreement and the Facilities
Agreement.

 NOTE
13 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

payable and accrued expenses consist of the following:

OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 2023

 Accounts payable

 $
 14,702

 $
 19,235

 Accrued warranty

 Accrued compensation

 7,153

 6,721

 Government authorities

 1,992

 2,796

 Other current liabilities

 Accounts payable and accrued expenses

 $
 25,397

 $
 30,296

 The
Company's products are warranted against defects in materials and workmanship for a period of 1-8 years from the date of acceptance
of the product by the customer. The customers may purchase an extended warranty providing coverage up to a maximum of 60 months. A provision
for estimated future warranty costs is recorded for expected or historical warranty matters related to equipment shipped and is included
in accounts payable and accrued expenses in the Consolidated Balance Sheets as of December 31, 2022 and 2023.

 The
following table summarizes warranty activity during the years ended December 31, 2022 and 2023:

OF PRODUCT WARRANTY LIABILITY

 2022

 2023

 Accrued warranty reserve, beginning of year

 $
 1,333

 $
 2,054

 Accrual for product warranties issued

 1,103

 1,238

 Product replacements and other warranty expenditures

 ( 481
)

 ( 503
)

 Expiration of warranties

 ( 136
)

 Accrued warranty reserve, end of year (a)

 $
 2,054

 $
 2,653

 (a)

 Includes
 accrued warranty included in other long-term liabilities at December 31, 2022 and 2023 of $ 1,309
 (as restated) and $ 1,688,
 respectively.

 NOTE
14 - LEASES

 The
Company determines whether an arrangement is a lease at inception. The
Company has operating leases for office space and office equipment. The Company's leases have remaining lease terms of one
year to 10
years, some of which include options
to extend the lease term for up to five years.

 Right-of-use ("ROU") assets represent
the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation
to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized at the lease
commencement date based on the present value of the future lease payments over the lease term. The operating lease ROU asset also includes
any lease payments made in advance of lease commencement and excludes lease incentives. The lease terms used in the calculations of the
operating ROU assets and operating lease liabilities include options to extend or terminate the lease when the Company is reasonably certain
that it will exercise those options. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 As the Company's leases do not provide an implicit
rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present
value of lease payments.

 The Company has lease agreements with lease and non-lease
components, which are generally not accounted for separately.

 The
Company has lease agreements which are classified as short-term in nature. These leases meet the criteria for operating lease classification.
Lease costs associated with the short-term leases are included in selling, general and administrative expenses on the Company's
consolidated statements of operations.

 Components
of lease expense are as follows:

OF COMPONENTS OF LEASE EXPENSE

 2022

 2023

 Short term lease cost:

 $

 $

cash flow information and non-cash activity related to the Company's operating leases are as follows:

OF CASH FLOW INFORMATION AND NON CASH ACTIVITY OF OPERATING LEASES

 2022

 2023

 Non-cash activity:

 Right-of-use assets obtained in exchange for lease obligations

 $
 1,450

 $
 1,198

 Weighted-average
remaining lease term and discount rate for the Company's operating leases are as follows:

OF WEIGHTED AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE

 Weighted-average remaining lease term (in years)

 2.73

 Weighted-average discount rate

 5.86
 %

 Scheduled
maturities of operating lease liabilities outstanding as of December 31, 2023 are as follows:

 SCHEDULED
MATURITIES OF OPERATING LEASE LIABILITIES

 Year ending December 31,

 2024

 $
 2,463

 2025

 2,170

 2026

 1,012

 2027

 2028

 Thereafter

 Total lease payments

 6,992

 Less: Imputed interest

 ( 581
)

 Present value of lease liabilities

 $
 6,411

 NOTE
15 – CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS'
EQUITY

 [A]
Public Offering:

 On
February 1, 2021 the Company closed an underwritten public offering of 4,428 shares of common stock (which included the full exercise
of the underwriters' over-allotment option) for gross proceeds of approximately $ 28,800, before deducting the underwriting discounts
and commissions and other offering expenses.

 [B]
Convertible Redeemable Preferred Stock:

 The
Company is authorized to issue 150 shares of preferred stock, par value $ 0.01 per share of which 100 shares are designated Series A Preferred
Stock and 50 shares are undesignated.

 Series
A Preferred Stock

 In
connection with the completion of the Pointer Merger, on October 3, 2019, the Company issued 50 shares of Series A Preferred Stock to ABRY
Senior Equity V, L.P., ABRY Senior Equity Co-Investment Fund V, L.P and ABRY Investment Partnership, L.P. (the "Investors").
For the years ended December 31, 2022 and December 31, 2023, the Company issued 4 and 1 additional shares of Series A Preferred Stock.

OF PREFERRED CONVERTIBLE REDEEMABLE PREFERRED STOCK

(As
 Restated)

 Balance at January 1, 2021

 $
 56,703

 Dividend paid in kind shares issued

 -

 -

 -

 5,191

 Balance at December 31, 2021

 $
 61,894

 Dividend paid in kind shares issued

 4,231

 -

 5,906

 Balance at December 31, 2022

 $
 72,031

 Dividend paid in kind shares issued

 1,107

 -

 7,139

 Balance at December 31, 2023

 $
 80,277

 Liquidation

 The
Series A Preferred Stock has a liquidation preference equal to the greater of (i) the original issuance price of $ 1,000.00
per share, subject to certain adjustments (the "Series A Issue Price"), plus all accrued and unpaid dividends thereon
(except in the case of a deemed liquidation event, then 150% of such amount) and (ii) the amount such holder would have received if
the Series A Preferred Stock had converted into common stock immediately prior to such liquidation. As of December 31, 2023, the Series A Preferred Stock had a liquidation preference of $ 30,091 calculated in accordance
with clause (i) above.

 Dividends

 Holders
of Series A Preferred Stock are entitled to receive cumulative dividends at a minimum rate of 7.5 % per annum (calculated on the basis
of the Series A Issue Price), quarterly in arrears. The dividends are payable at the Company's election, in kind, through the issuance
of additional shares of Series A Preferred Stock, or in cash, provided no dividend payment failure has occurred and is continuing and
that there has not previously occurred two or more dividend payment failures. Commencing on the 66-month anniversary of the date on which
any shares of Series A Preferred Stock are first issued (the "Original Issuance Date"), and on each monthly anniversary thereafter,
the dividend rate will increase by 100 basis points, until the dividend rate reaches 17.5 % per annum, subject to the Company's
right to defer the increase for up to three consecutive months on terms set forth in the Company's Amended and Restated Certificate
of Incorporation (the "Charter"). The following table summarizes the dividend paid activity for the years ended December
31, 2021, 2022, and 2023:

OF DIVIDEND PAID ACTIVITY

 Dividends

 paid in cash

 Dividends

 paid in shares

 Total

 Year Ended December 31, 2021

 $
 4,112

 $
 -

 $
 4,112

 Year Ended December 31, 2022

 $
 -

 $
 4,231

 $
 4,231

 Year Ended December 31, 2023

 $
 3,385

 $
 1,108

 $
 4,493

 As
of December 31, 2022 and December 31, 2023, dividends in arrears were $- 0 -
and $- 0 -
respectively.

 Voting;
 Consent Rights

 The
 holders of Series A Preferred Stock will be given notice by the Company of any meeting of stockholders or action to be taken by written
 consent in lieu of a meeting of stockholders as to which the holders of common stock are given notice at the same time as provided
 in, and in accordance with, the Company's Amended and Restated Bylaws. Except as required by applicable law or as otherwise
 specifically set forth in the Charter, the holders of Series A Preferred Stock are not entitled to vote on any matter presented to
 the Company's stockholders unless and until any holder of Series A Preferred Stock provides written notification to the Company
 that such holder is electing, on behalf of all holders of Series A Preferred Stock, to activate their voting rights and in doing
 so rendering the Series A Preferred Stock voting capital stock of the Company (such notice, a "Series A Voting Activation Notice").
 From and after the delivery of a Series A Voting Activation Notice, all holders of the Series A Preferred Stock will be entitled
 to vote with the holders of common stock as a single class on an as-converted basis (provided, however, that any holder of Series
 A Preferred Stock shall not be entitled to cast votes for the number of shares of common stock issuable upon conversion of such shares
 of Series A Preferred Stock held by such holder that exceeds the quotient of (1) the aggregate Series A Issue Price for such shares
 of Series A Preferred Stock divided by (2) $5.57 (subject to adjustment for stock splits, stock dividends, combinations, reclassifications
 and similar events, as applicable)). So long as shares of Series A Preferred Stock are outstanding and convertible into shares of
 common stock that represent at least 10% of the voting power of the common stock, or the Investors or their affiliates continue to
 hold at least 33% of the aggregate amount of Series A Preferred Stock issued to the Investors on the Original Issuance Date, the
 consent of the holders of at least a majority of the outstanding shares of Series A Preferred Stock will be necessary for the Company
 to, among other things, (i) liquidate the Company or any operating subsidiary or effect any deemed liquidation event (as such term
 is defined in the Charter), except for a deemed liquidation event in which the holders of Series A Preferred Stock receive an amount
 in cash not less than the Redemption Price (as defined below), (ii) amend the Company's organizational documents in a manner
 that adversely affects the Series A Preferred Stock, (iii) issue any securities that are senior to, or equal in priority with, the
 Series A Preferred Stock or issue additional shares of Series A Preferred Stock to any person other than the Investors or their affiliates,
 (iv) incur indebtedness above the agreed-upon threshold, (v) change the size of the Company's board of directors to a number
 other than seven, or (vi) enter into certain affiliated arrangements or transactions.

 At
 any time, each holder of Series A Preferred Stock may elect to convert each share of such holder's then-outstanding Series
 A Preferred Stock into the number of shares of the Company's common stock equal to the quotient of (x) the Series A Issue Price,
 plus any accrued and unpaid dividends, divided by (y) the Series A Conversion Price in effect at the time of conversion. The Series
 A Conversion Price is initially equal to $ 7.319, subject to certain adjustments as set forth in the Charter.

 At
 any time after the third anniversary of the Original Issuance Date, subject to certain conditions, the Company may redeem the Series
 A Preferred Stock for an amount per share, equal to the greater of (i) the product of (x) 1.5 multiplied by (y) the sum of the Series
 A Issue Price, plus all accrued and unpaid dividends and (ii) the product of (x) the number of shares of common stock issuable upon
 conversion of such Series A Preferred Stock multiplied by (y) the volume weighted average price of the common stock during the 30
 consecutive trading day period ending on the trading date immediately prior to the date of such redemption notice or, if calculated
 in connection with a deemed liquidation event, the value ascribed to a share of common stock in such deemed liquidation event (the
 "Redemption Price").

 Further,
at any time (i) after the 66-month anniversary of the Original Issuance Date, (ii) following delivery of a mandatory conversion notice
by us, or (iii) upon a deemed liquidation event, subject to Delaware law governing distributions to stockholders, the holders of the
Series A Preferred Stock may elect to require us to redeem all or any portion of the outstanding shares of Series A Preferred Stock for
an amount per share equal to the Redemption Price.

 The Company classifies its Series A Preferred
Stock outside of stockholders' equity as the redemption of such shares is outside the Company's control. The Company
adjusts the carrying values of the Series A Preferred Stock to redemption value to the earliest redemption date using the effective
interest rate method.

 Concurrently with the closing of the MiX Combination on April 2,2024, the Company redeemed in full all of the
outstanding shares of the Series A Preferred Stock (see Note
20, Subsequent Events).

 NOTE
16 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

income (loss) includes net loss and unrealized gains or losses on available-for-sale investments and foreign currency translation gains
and losses. Cumulative unrealized gains and losses on available-for-sale investments are reflected as accumulated other comprehensive
loss in stockholders' equity on the Company's Consolidated Balance Sheets.

 The
accumulated balances for each classification of other comprehensive income (loss) are as follows:

OF ACCUMULATED OTHER COMPREHENSIVE LOSS

 Unrealized gain (losses) on investments

 Accumulated other comprehensive income (loss)

 Balance at January 1, 2021

 $

 $
 -

 $

 Net current period change

 ( 8
)

 -

 ( 8
)

 Balance at December 31, 2021

 $

 $
 -

 $

 Net current period change

)

 -

)

 Balance at December 31, 2022

 $
)

 $
 -

 $
)

 Net current period change

 -

 Balance at December 31, 2023

 $
 ( 616
)

 $
 -

 $
 ( 616
)

 NOTE
17 – SEGMENT INFORMATION

 The
Company operates in one reportable segment, wireless IoT asset management. The following table summarizes revenues by geographic region.

OF REVENUES AND LONG LIVED ASSETS BY GEOGRAPHICAL REGION

 2021

 2022

 2023

 2021 (as restated)

 2022 (as restated)

 2023

 United States

 $
 50,772

 $
 57,437

 $
 59,233

 Israel

 44,673

 44,580

 41,689

 Other

 30,515

 33,895

 32,814

 Total

 $
 125,960

 $

 $
 133,736

 2021

 2022

 2023

 Year Ended

 2021

 2022

 2023

 Long lived assets by geographic region:

 United States

 $
 1,123

 $

 $
 1,081

 Israel

 3,675

 3,545

 3,923

 Other

 4,190

 4,763

 7,379

 Long
 lived assets

 $
 8,988

 $
 9,249

 12,383

 NOTE
18 - INCOME TAXES

 Loss
before income taxes consists of the following:

OF LOSS BEFORE INCOME TAXES

 2021

 2022

 2023

 Year Ended

 2021 (As restated)

 2023

 U.S. operations

 $
 ( 14,996
)

 $
 ( 10,303
)

 $
 ( 16,494
)

 Foreign operations

 4,113

 4,421

 11,443

 Loss before income
 tax

 $
 ( 10,883
)

 $
 ( 5,882
)

 $
 ( 5,051
)

 The
provision for income taxes consists of the following for the years ended December 31:

OF PROVISION FOR INCOME TAXES

 2021

 2022

 2023

 Current:

 Federal

 $
 -

 $
 -

 $
 -

 State

 Total current provision

 $

 $

 $

 Deferred:

 Federal

 $
 -

 $
 -

 $
 -

 State

 -

 -

 -

 1,745

 Total deferred provision

 $
 1,745

 $

 $

 Total (benefit) provision for income taxes

 $
 1,888

 $

 $

 The
difference between income taxes at the statutory federal income tax rate and income taxes reported in the Consolidated Statements of
Operations for the years ended December 31 is attributable to the following:

OF STATUTORY FEDERAL INCOME TAX RATE

 2021

 2022

 2023

 Income tax benefit at the federal statutory rate

 ( 2,285
)

 ( 1,236
)

 ( 1,061
)

 State and local income taxes, net of federal taxes

 ( 313
)

 ( 298
)

 (Decrease) increase in valuation allowance

 ( 1,105
)

 1,488

 Remeasurement of deferred tax adjustments

 1,302

 Permanent differences and other

 Foreign rate differential

 1,008

 ( 151
)

 ( 1,924
)

 GILTI inclusion

 2,425

 1,586

 Other

 Acquisition fees

 -

 -

 Income tax expense

 1,888

 The
tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at
December 31, 2022 and 2023 are presented below:

OF DEFERRED TAX ASSETS AND LIABILITIES

 December
 31, 2023

 Deferred tax

 $

 $

 Net
 operating loss carryforwards

 27,722

 27,643

 Capital loss
 carryforwards

 10,670

 10,465

 Deferred revenue

 2,035

 2,241

 Stock-based
 compensation

 Federal research
 and development tax credits

 1,058

 1,058

 Capitalized
 research

 1,396

 Inventories

 Bad debt reserve

 Deferred lease
 liability

 Other
 deductible temporary differences

 2,610

 2,055

 Acquisition costs

 -

 Total gross
 deferred tax assets

 $
 47,000

 $
 47,643

 Less: valuation
 allowance

 ( 43,692
)

 ( 44,780
)

 Net
 deferred tax assets

 $
 3,308

 $
 2,863

 Deferred tax

 $

 $

 Intangible amortization

 ( 4,403
)

 ( 4,068
)

 ROU assets

 ( 498
)

 ( 382
)

 Total
 deferred tax liabilities

 $
 ( 4,901
)

 $
 ( 4,450
)

 Net
 deferred tax liabilities

 $
 ( 1,593
)

 $
 ( 1,587
)

 A
reconciliation of the beginning and ending amount of unrecognized tax positions is as follows as of December 31:

 SCHEDULE OF UNRECOGNIZED TAX POSITIONS

 2023
 (revised)

 Balance at the beginning of the year

 $

 $

 Additions based on tax provisions taken related to current year

 Reductions related to expiration of statute of limitations

 ( 163
)

 ( 189
)

 Balance at the end of year

 $

 $

 The
unrecognized tax benefits, if recognized, would reduce the Company's annual effective tax rate. The Company does not expect any
significant changes to its unrecognized tax positions during the next twelve months.

 At
December 31, 2023, the Company had an aggregate net operating loss carryforward of approximately $ 78,675
for U.S. federal income tax purposes.
At December 31, 2023, the Company had an aggregate net operating loss carryforward of approximately $ 39,263 for state income tax purposes and
a foreign net operating loss carryforwards of approximately $ 29,020.
Substantially all of the net operating loss carryforwards expire from 2024 through 2037 for pre-2018 federal net operating loss carryforwards
and from 2024 through 2042 for state purposes. The net operating loss carryforwards may be limited to use in any particular year based
on Internal Revenue Code ("IRC") Section 382 related to change of ownership restrictions. Section 382 of the IRC imposes
an annual limitation on the utilization of NOL carryforwards based on long-term bond rates and the value of the corporation at the time
of a change in ownership as defined by Section 382 of the IRC. In 2019, the Company incurred a change in ownership under Section 382
of the IRC and this change of ownership is not expected to materially impact the Company's ability to utilize its net operating
loss carryforward amounts in the future. In addition, future stock issuances may subject the Company to further limitations on the utilization
of its net operating loss carryforwards under the same Internal Revenue Code provision.

 At
December 31, 2023, the Company has New Jersey net operating loss carryforwards ("NJ NOLs") included above in the approximate
amount of $ 8,567 expiring through 2043, which are available to reduce future earnings which would otherwise be subject to state income
tax.

 The
Company is asserting permanent reinvestment of all accumulated undistributed earnings of its foreign subsidiaries as of December 31,
2023 in excess of annual debt service costs requirements.

 For
the year ended December 31, 2023, the Company's valuation allowance increased to $ 44,780,
compared to $ 43,692 (as restated) as
of December 31, 2022 primarily due to the increase of net operating losses and other timing differences. The Company has provided a
valuation allowance against the full amount of its domestic deferred tax assets and the majority of the foreign deferred tax assets.
The valuation allowance was established because of the uncertainty of realization of the deferred tax assets due to lack of
sufficient history of generating taxable income. Realization is dependent upon generating sufficient taxable income prior to the
expiration of the net operating loss carryforwards in future periods. The valuation decreased in 2022 by $ 1,333 and
increased in 2023 by $ 1,088.

 Audits
for federal income tax returns are closed for the years through 2019. However, the Internal Revenue Service ("IRS") can audit
the NOL's generated during those years in the years that the NOL's are utilized. State income tax returns are generally subject
to examination for a period of three to six years after the filing of the respective tax return. The state impact of any federal changes
remains subject to examination by various states for a period of up to one year after formal notification to the states. Foreign income
tax returns are generally subject to examination based on the tax laws of the respective jurisdictions.

 On
August 16, 2022, the President of the United States signed into law H.R. 5376, commonly referred to as the Inflation Reduction Act of
2022 (the "IRA"). The IRA is federal legislation designed to raise revenue from, among other things, the imposition of certain
corporate tax measures, while authorizing spending on energy and climate change initiatives and subsidizing the Affordable Care Act.
The IRA also introduced a 1 % excise tax on certain corporate stock buybacks, which would impose a nondeductible 1% excise tax on the
fair market value of certain stock that is "repurchased" during the taxable year by a publicly traded U.S. corporation or
acquired by certain of its subsidiaries. The passage of the IRA did not have a material impact to the Company nor its calculated AETR
as of December 31, 2023.

 On
August 9, 2022, the President of the United States signed into law H.R. 4346, "The CHIPS and Science Act of 2022." CHIPS
is a federal statue providing funding for research and domestic production of semiconductors. Additional funding can be provided through
CHIPS to various federal agencies as well as towards climate science research. Tax measures include a 25% advanced investment tax credit
for certain investments in semiconductor manufacturing. The passage of the CHIPS and Science Act did not have a material impact to the
Company nor its calculated AETR as of December 31, 2023.

 NOTE
19 - COMMITMENTS AND CONTINGENCIES

 Except
for normal operating leases, the Company is not currently subject to any material commitments.

 [A]
Contingencies:

 From
time to time, the Company is involved in various litigation matters involving claims incidental to its business and acquisitions, including
employment matters, acquisition related claims, patent infringement and contractual matters, among other issues. While the outcome of
any such litigation matters cannot be predicted with certainty, management currently believes that the outcome of these proceedings,
including the matters described below, either individually or in the aggregate, will not have a material adverse effect on its business,
results of operations or financial condition. The Company records reserves related to legal matters when losses related to such litigation
or contingencies are both probable and reasonably estimable.

 In
August 2014, Pointer do Brasil Comercial Ltda. ("Pointer Brazil") received a notification of lack of payment of VAT tax (Brazilian
ICMS tax) in the amount of $ 219 plus $ 1,164 of interest and penalty, totaling $ 1,383 as of December 31, 2023. The Company is vigorously
defending this tax assessment before the administrative court in Brazil, but in light of the administrative and judicial processes in
Brazil, it could take up to 14 years before the dispute is finally resolved. In case the administrative court rules against the Company,
the Company could claim before the judicial court, an appellate court in Brazil, a substantial reduction of interest charged, potentially
reducing the Company's total exposure. The Company's legal counsel is of the opinion that the chance of loss is not probable
and for this reason the Company has not made any provision.

 In
July 2015, Pointer Brazil received a tax deficiency notice alleging that the services provided by Pointer Brazil should be classified
as "telecommunication services" and therefore Pointer Brazil should be subject to the state value-added tax. The aggregate
amount claimed to be owed under the notice was approximately $ 13,482 as of December 31, 2023. On August 14, 2018, the lower chamber of
the State Tax Administrative Court in S o Paulo rendered a decision that was favorable to Pointer Brazil in relation to the ICMS
demands, but adverse in regards to the clerical obligation of keeping in good order a set of ICMS books and related tax receipts. The
remaining claim after this administrative decision is $ 226. The state has appealed to the higher chamber of the State Tax Administrative
Court. The Company's legal counsel is of the opinion that the chance of loss is not probable and that no material costs will arise
in respect to these claims. For this reason, the Company has not made any provision.

 On
February 24, 2022, Pointer Mexico received a notification for 2015 tax assessment in the amount of $ 238 regarding the underpayment of
VAT and government fees from the Mexican Tax Service ("MTS"). Under the statute and case law, Pointer Mexico was entitled
to appeal before the MTS or file a lawsuit before the Federal Court of Administrative Justice (Tribunal Federal de Justicia Administrativa).
On April 19, 2022, Pointer Mexico filed an appeal for revocation of the assessment. On May 3, 2022, Pointer Mexico filed additional evidence
before the MTS. On January 24, 2023, the MTS resolved the administrative revocation appeal, confirming the tax assessment against Pointer
Mexico. Against this last resolution, Pointer Mexico is entitled to appeal before the Federal Court of Administrative Justice. The term
for the filing of this appeal lapses on March 8, 2023. Based on the current analysis of the facts and case, the Company has recorded
a provision of $ 238.

 NOTE
20 – SUBSEQUENT EVENTS

 On February 28, 2024, the Company held a special meeting
of stockholders during which the stockholders approved, among other things, the issuance of shares of common stock of the Company to shareholders
of MiX Telematics pursuant to the Implementation Agreement and an amendment of the Company's amended and restated certificate of
incorporation to increase the number of authorized shares of common stock from 75 million to 175 million (the "Charter Amendment").
On March 22, 2024, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware.

 On March 7, 2024, the Company entered into the Facilities
Agreement with RMB, pursuant to which RMB agreed to provide the Company with two term loan facilities in an aggregate principal amount
of $ 85 million, comprised of two facilities in the aggregate principal amount of $ 42.5 million and $ 42.5 million, respectively. The proceeds
of the term loan facilities were used by the Company to redeem all the outstanding shares of the Series A Preferred
Stock and for general corporate purposes. The Company drew down $85 million in cash under the term loan facilities on March 13, 2024.

 On March 18, 2024, the Borrowers entered into
the A&R Credit Agreement, which refinanced the facilities under, and amended and restated, the Prior Credit Agreement. The
A&R Credit Agreement provides for (i) two senior secured term loan facilities denominated in NIS to Powerfleet Israel in an
aggregate principal amount of $ 30
million (comprised of two facilities in the aggregate principal amounts of $ 20
million and $ 10
million, respectively) and (ii) two revolving credit facilities to Pointer in an aggregate principal amount of $ 20
million (comprised of two revolvers in the aggregate principal amounts of $ 10
million and $ 10
million, respectively). Powerfleet Israel drew down $ 30
million in cash under the term loan facilities on March 18, 2024 and used the proceeds to prepay approximately $ 11.2
million, representing the remaining outstanding balance, of the term loans extended to Powerfleet Israel under the Prior Credit
Agreement and distributed the remaining proceeds to Powerfleet. The proceeds of the revolving facilities may be used by Pointer for
general corporate purposes, including working capital and capital expenditures.

 On
April 2, 2024, the MiX Combination was consummated, and MiX Telematics became an indirect, wholly owned subsidiary of the Company.
Concurrently with the closing of the MiX Combination, the Company used the net proceeds received from RMB and from incremental
borrowing capacity as a result of the refinancing of credit facilities with Hapoalim to redeem in full for $ 90.3 million for all of
the outstanding shares of the Series A Preferred Stock.

 Item
9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

 None.

 Item
9A. Controls and Procedures.

 Evaluation
of Disclosure Controls and Procedures

 Disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are controls and other procedures that are
designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that
we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal
financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure
controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired control objectives. Due to the inherent limitations of control systems, not all misstatements
may be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns
can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the control. Controls and procedures can only provide reasonable, not absolute,
assurance that the above objectives have been met.

 As
of December 31, 2023, we carried out an evaluation, with the participation of our management, including our principal executive officer
and our principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and our principal financial officer concluded
that our disclosure controls and procedures were not effective as of December 31, 2023.

 Management's
Report on Internal Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness, as of December 31,
2023, of our internal control over financial reporting based on the framework in 2013 Internal Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under this framework, our management
concluded that our internal control over financial reporting was not effective as of December 31, 2023 due to material weaknesses in
our internal control over financial reporting described below.

 A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented
or detected on a timely basis. Management has concluded that material weaknesses existed as of December 31, 2023 with respect to the
following:

 Controls
 were not designed or operating effectively to ensure that the standalone selling prices (SSP), used to
 determine the appropriate allocation of revenue in multiple element arrangements, was appropriate. Determining SSP involves
 management judgment and management did not review timely the analysis of SSP or the underlying data supporting the
 analysis.

 Controls were not designed or operating effectively to ensure that the costs capitalized for internal use software
were appropriate. Specifically, these controls did not provide for adequate review or documentation of the amounts capitalized, the related
phase of the project and when projects should begin amortization. Furthermore, controls were not designed or operating effectively to
ensure that the costs for software to be sold, leased or marketed were appropriate. Specifically, these controls did not provide for adequate
review or documentation of the amounts capitalized, when projects met technological feasibility and when projects should begin amortization.

 Controls were not designed or operating effectively to
 ensure that the completeness, measurement and valuation of acquired assets and liabilities assumed in connection with the Movingdots
 acquisition was appropriate. Specifically, these controls did not provide for adequate review or documentation of the amounts
 recorded and management did not timely review the subsequent adjustments to the provisional amounts recorded or the underlying data
 supporting the valuation of the acquired intangible.

 Controls were not designed or operating effectively to
 ensure that the annual measurement and valuation of the Company's reporting unit, prepared in connection with its annual
 goodwill impairment analysis, was appropriate. Specifically, these controls did not provide for adequate and timely review or
 documentation of the projected financial information and valuation assumptions used in the annual analysis.

 Controls
 over the financial statement close process were not designed or operating effectively to ensure the appropriate level of management
 review, including the appropriate level of precision, adequate evidence of management's review, and the completeness and accuracy
 of key reports. Furthermore, the primary ERP had ineffective information technology general controls in the
area of user access and change management over key information technology ("IT") systems that support the financial reporting
processes. As a result, the related U.S. process-level IT dependent controls and application controls were also ineffective.

 Controls were not designed or operating effectively to
 ensure that the accounting treatment for the measurement and valuation of the convertible redeemable preferred stock were
 appropriately calculated. Specifically, these controls did not provide for adequate review of the amounts recorded and management
 did not review timely the subsequent accretion of the preferred shares to the redemption value. This material weakness also existed in prior periods.

 As
disclosed in the Explanatory Note to this Form 10-K and Note 2 to our consolidated financial statements, we are restating the prior
year financial statements for the years ending December 31, 2021 and 2022 and each of the interim periods during fiscal 2022 and
2023 for the accounting for the redemption premium associated with the Series A Preferred Stock. As part of the restatement process,
we are also correcting other unrelated immaterial errors that were previously either unrecorded or recorded as out-of-period
adjustments.

 We are
still considering the full extent of the procedures to implement in order to remediate the material weaknesses described above.

 As part of the business combination with MiX Telematics, we expect to migrate our central corporate accounting
function to MiX Telematics' central corporate accounting function and team. Benefits from this migration will include:

 Implementation of a new ERP system

 Access to a larger and highly qualified team

 Mature internal risk team who are responsible for ensuring systems, process and controls are clearly documented and widely understood
and followed throughout the organization

 Additionally, our current remediation plan includes:

 Utilizing
 external resources to support its efforts to rework certain control gaps across the various processes in Israel and the United
 States with identified deficiencies

 Implementing
 enhanced documentation associated with management review controls and validation of the completeness and accuracy of key reports
 in Israel and the United States

 Training
 of relevant personnel reinforcing existing policies and enhanced policies with regards to the appropriate steps and procedures required
 to be performed related to the execution and documentation of internal controls

 Our
independent registered public accounting firm that audited the consolidated financial statements included in this Form
10-K, Ernst & Young LLP, has issued an attestation report on the effectiveness of our internal control over financial reporting which
appears in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K.

in Internal Control over Financial Reporting

 Except
for the material weaknesses identified during the fourth quarter of the year ended December 31, 2023 related to measurement and
valuation of acquired assets and liabilities assumed in connection with the Movingdots acquisition, the annual measurement and
valuation of the Company's reporting unit, controls over the financial statement close process, specifically that the primary
ERP had ineffective IT general controls in the area of user access and change management over key IT systems that support the financial reporting processes, and the measurement and valuation of the
convertible redeemable preferred stock, there were no other changes in our system of internal control over financial reporting (as
defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended December 31, 2023 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.

 Item
9B. Other Information

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not
applicable.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

 Information
About Our Directors and Executive Officers

 The
table below sets forth the names and ages of our directors and executive officers as of May 1, 2024, as well as the position(s) and
office(s) with Powerfleet held by those individuals. A summary of the background and experience of each of those individuals is set forth
after the table.

 Name

 Age

 Position(s)

 DIRECTORS:

 Steve
 Towe

 Chief
 Executive Officer and Director

 Brodsky

 and Chairman of the Board of Directors

 Ian
 Jacobs

 Andrew Martin

 McConnell

 EXECUTIVE
 OFFICERS WHO ARE NOT DIRECTORS:

 Jonathan
 Bates

 Chief
 Product Officer

 Melissa
 Ingram

 Chief
 Corporate Development Officer

 Offer
 Lehmann

 Chief
 Operating Officer

 Catherine
 Lewis

 Chief
 Customer Officer

 Charles
 Tasker

 Chief
 Revenue Officer

 David
 Wilson

 Chief
 Financial Officer and Corporate Secretary

 Jim
 Zeitunian

 Chief
 Technology Officer

 Directors

 Steve
Towe. Mr. Towe has served as our Chief Executive Officer and a director of Powerfleet since January 2022. Mr. Towe also serves on
the board of directors of I.D. Systems and Powerfleet Israel, each of which is our wholly owned subsidiary. Mr. Towe has over 20 years
of experience in senior leadership positions for global software companies and previously served as President and Chief Operating Officer
of Aptos, Inc., a global leader of unified commerce solutions in the retailer enterprise SaaS market, from 2016 to December 2021. Mr.
Towe has vast knowledge of the IoT industry, having served from 2011 to 2016, as the Chief Commercial Officer of Masternaut, a global
telematics provider. Before his tenure at Masternaut, Mr. Towe served as Managing Director, from 2006 to 2011, and Director of Group
Operations, from 2002 to 2006, of Cybit Ltd, a market consolidating data company, and was a founding member and senior executive of Fleetstar
Information Systems, the fleet management subsidiary of the Trafficmaster Group, from 2001 to 2002. Mr. Towe's early career was
spent in numerous leadership roles for global retailer WH Smith.

 Mr.
Towe's qualifications to serve on our board of directors include his years of experience scaling high value, global technology
organizations. In addition, Mr. Towe's role as our Chief Executive Officer provides our board of directors with invaluable insight
into our management and daily operations.

Brodsky. Mr. Brodsky has served as a director of Powerfleet since June 2014, as Chairman of our board of directors since
December 2016 and as a director of Pointer since October 2019. Previously, Mr. Brodsky was the Lead Director of our board of
directors from June 2014 until December 2016. Mr. Brodsky is the President of Bosun Asset Management, LLC, an asset management firm
and he co-founded and was the Chief Executive Officer of Options Solutions, LLC, a specialized asset manager, until it was acquired
by Bosun in October 2023. Mr. Brodsky is the Managing Partner of Vajra Asset Management, LLC, an investment firm. Mr. Brodsky also currently serves on the board of directors of EdgeCortix Inc., a firm specializing in
semi-conductor technology, since March 2021. Previously, Mr. Brodsky served on the board of directors of Genesis Land Development
Corporation (OTCMKTS: GNLAF), a residential land developer and homebuilder, from 2012 to May 2019, including as Chairman from
September 2012 to May 2019, on the board of directors of Determine, Inc. (formerly Nasdaq: DTRM), a provider of contract management,
procurement and sourcing software, from October 2010 until its sale in April 2019, including as Chairman from August 2013 to April
2019 and as Chief Executive Officer from August 2013 until December 2013, on the board of directors of Trans World Corporation
(formerly OTCQB: TWOC), an owner and operator of hotels and casinos throughout Europe, from September 2013 until its sale in March
2018, including as Chairman from June 2014 to March 2018, and on the board of directors of Spark Networks, Inc. (OTCMKTS: LOVLQ), a
collection of niche-oriented community websites, from November 2015 until its sale in November 2017. Mr. Brodsky holds a B.A. degree
from Syracuse University, an M.B.A. from the Kellogg School of Management at Northwestern University, and a J.D. from Northwestern
University Pritzker School of Law.

 Mr.
Brodsky possesses extensive business, operating and executive expertise. Among other things, Mr. Brodsky has served as the Chief Executive
Officer of several companies and possesses skills in executive management and leadership. We believe Mr. Brodsky's management and
leadership skills and experience as a member of the board of directors of various companies enable him to be an effective contributing
member of our board of directors.

 Ian
Jacobs. Mr. Jacobs joined our board of directors upon consummation of the MiX Combination on April 2, 2024. Mr. Jacobs has served
as a director of MiX Telematics (formerly NYSE: MIXT) since 2016, including as Chairperson since November 2022. From 1997 to 2002, Mr.
Jacobs worked as a research analyst at Schroders, Sidoti & Co. (now SIDOTI & Company) and Goldman Sachs & Co. In 2003, he
joined Berkshire Hathaway Inc. where he worked on investment research and other projects under Warren Buffett until 2009. In 2009, Mr.
Jacobs left Berkshire Hathaway Inc. to form 402 Capital LLC, a private investment fund, where he has since served as the managing member.
Mr. Jacobs earned his undergraduate degree from Yeshiva University and an M.B.A. from Columbia University.

 With
his extensive experience with, and knowledge of the business and operations of, MiX Telematics and business experience with various investment
firms, Mr. Jacobs brings a wealth of managerial and financial expertise to our board. We believe Mr. Jacobs' leadership skills,
expertise in finance and investment, and insight into MiX Telematics' business enable him to be an effective contributing member
of our board of directors.

 Andrew
Martin. Mr. Martin joined our board of directors in April 2024. Mr. Martin serves as a Partner and member of the investment research
team at Private Capital Management, LLC ("PCM"), an investment firm. Mr. Martin joined PCM in 2013 from the hedge fund unit
at H.I.G. Capital, LLC, an alternative investment firm, where he was a senior research analyst focused primarily on industrials, business
services and special situation investments. Mr. Martin previously was the Director of Research at Polen Capital Management, LLC, a global
asset manager, where he helped develop and direct the firm's research process. Mr. Martin has previously worked at Fine Capital
Partners, Sanford C. Bernstein & Co., LLC, and Credit Suisse First Boston, as well as Arthur Andersen LLP, while earning a CPA license.
He earned a B.S. degree in Applied Economics and Business Management from Cornell University and an M.B.A. from Columbia University.

 With
his extensive experience in investment research and serving in leadership roles at multiple investment firms, Mr. Martin brings substantial
leadership and financial expertise to our board. We believe Mr. Martin's experience guiding long-term growth and navigating complex
market dynamics enables him to be an effective contributing member of our board of directors.

McConnell. Mr. McConnell joined our board of directors upon consummation of the MiX Combination on April 2, 2024. Mr. McConnell currently
serves as Chairman of Adacel Technologies Limited, a developer of air traffic management systems and technology, and has served as a
member of its board of directors since 2017. He also serves as a member of the board of directors of OneSpan Inc. (Nasdaq: OSPN), a provider
of security, identity, e-signature and digital workflow solutions. Mr. McConnell has previously served on the boards of Vonage Holdings
Corp. (formerly Nasdaq: VG), a cloud communications provider, from 2019 through its sale in July 2022, SPS Commerce, Inc. (Nasdaq: SPSC),
a provider of cloud-based supply chain management services, from 2018 through 2019, Spark Networks, Inc. (OTCMKTS: LOVLQ), a collection
of niche-oriented community websites, where he also served as interim Executive Chairman and Chief Executive Officer during 2014, and
QuickFee, a provider of online payment and lending solutions. He has also served on numerous other public and private company boards
in the United States, Australia, New Zealand and Ireland. Prior to his services as a board member of these public and private companies,
Mr. McConnell served as the Managing Director of Shamrock Capital Advisors, a private investment company, for 14 years. Mr. McConnell
holds a B.A. degree from Harvard University and an M.B.A. from the University of Virginia Darden School of Business.

 Mr.
McConnell possesses extensive management, operating, and financial expertise. We believe his more than two decades of experience
serving in executive roles and on various public and private company boards in multiple industries enables Mr. McConnell to be an
effective contributing member of our board of directors.

 Executive
Officers

 Jonathan
Bates. Mr. Bates has served as our Chief Product Officer since April 2024. Prior to joining Powerfleet, Mr. Bates served as the Executive
Vice President of Marketing and Managing Director of Europe and Middle East of MiX Telematics from July 2020 until the closing of the
MiX Combination in April 2024, and served in various other roles for MiX Telematics from December 2012 to July 2020. Before joining MiX
Telematics, Mr. Bates held several managerial positions from within the PSA Peugeot Citroen Group (now Stellantis) in the functions of
sales, marketing, product management, customer success and project management. Mr. Bates earned a Bachelor of Laws degree in the United
Kingdom.

 Melissa
Ingram. Ms. Ingram has served as our Chief Corporate Development Officer since April 2024. From March 2022 to April 2024, she served
as our Chief Transformation Officer. Prior to joining Powerfleet, Ms. Ingram worked at Aptos, Inc., serving as the Vice President of
Transformation and Growth from October 2017 to January 2022 and the Vice President of Business Operations (EMEA) from October 2016 to
October 2017. While at Aptos, Ms. Ingram led the integration of four acquisitions to expand portfolio areas and support entrance into
new territories, standardized global operations, and spearheaded multi-million-dollar profit improvement programs. Ms. Ingram earned
a Master of Arts (MA Oxon.) degree in Modern History from the University of Oxford.

 Offer
Lehmann. Mr. Lehmann has served as our Chief Operating Officer since November 2022. Mr. Lehmann joined Powerfleet from Kornit Digital
Ltd. (Nasdaq: KRNT), a global leader in on-demand sustainable fashion and textile production technologies, where he served as Vice President
– Global Strategic Accounts & Business Development from January 2019 to November 2022 and Vice President – Operations
from October 2014 to January 2019. Mr. Lehmann has over 20 years of experience working in management positions for large-cap, global
public companies within the technology industry. Mr. Lehmann earned a B.Sc. degree from the Technion – Israel Institute of Technology
and an MBA from the University of Haifa.

 Catherine
Lewis. Ms. Lewis has served as our Chief Customer Officer since April 2024. Prior to joining Powerfleet, Ms. Lewis served as the
Executive Vice President of Technology and Managing Director of Central Services Organization of MiX Telematics from May 2001 until the
closing of the MiX Combination in April 2024. During her tenure at MiX Telematics, Ms. Lewis was responsible for a number of business
functions, including software and hardware engineering, SaaS operations and support, manufacturing and supply chain, marketing, product
management, business systems, and information technology. Ms. Lewis has more than 20 years of experience in the information technology
and technology services industry. Ms. Lewis earned a Bachelor of Business Science degree with honors in Information Systems from the
University of Cape Town.

 Charles
Tasker. Mr. Tasker has served as our Chief Revenue Officer since April 2024. Prior to joining Powerfleet, Mr. Tasker served as the
Chief Operating Officer of MiX Telematics from 2014 until the closing of the MiX Combination in April 2024 and as a member of MiX Telematics'
board of directors from 2007 to April 2024. Prior to his tenure at MiX Telematics, Mr. Tasker founded Datapro, Inc., an internet service
provider and software development company, which was acquired by Control Instruments Group Limited in 1996. Mr. Tasker has more than
25 years of entrepreneurial and management experience working with companies in the technology sector.

 David
Wilson. Mr. Wilson has served as our Chief Financial Officer and Corporate Secretary since January 2023. Prior to joining Powerfleet,
Mr. Wilson served as the Chief Financial Officer of NSONE, Inc., a leading provider of next generation managed Domain Name System services,
from May 2020 to December 2022. Additionally, Mr. Wilson has held Chief Financial Officer roles at Symphony Communication Services, LLC,
an encrypted communication software company, from July 2017 to October 2019 and Ooyala Inc., a leading provider of online video services,
from September 2013 to July 2017. Mr. Wilson earned a Bachelor of Commerce degree in Finance from the University of Birmingham.

 Steve
Towe. See narrative description under the caption "Directors" above.

 Jim
Zeitunian. Mr. Zeitunian has served as our Chief Technology Officer since February 2022. Mr. Zeitunian has extensive experience serving
in senior leadership positions for software companies. Prior to joining Powerfleet, Mr. Zeitunian served as Vice President of Engineering
at Coupa Software Incorporated ("Coupa"), a global provider of business spend management solutions, from November 2020 to
January 2022, where he led the engineering and applied research teams focusing on the development of Coupa's supply chain design
and planning SaaS platform. From July 2017 to November 2020, Mr. Zeitunian served as the Vice President of Engineering at LLamasoft,
Inc. ("LLamasoft"), where he played a critical role in transforming LLamasoft into a provider of SaaS products that led to
its approximately $1.5 billion sale to Coupa in November 2020. Mr. Zeitunian also served as the Senior Director of Software Development
at Thomson Reuters from June 2016 to July 2017, where he drove the production of SaaS products and platforms. Mr. Zeitunian earned his
B.S. degree in Computer Science from Oakland University.

 Audit
Committee

 The
Audit Committee, which is a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the
Exchange Act, is composed of Messrs. Brodsky, Jacobs and McConnell, each of whom is independent under Nasdaq Rule 5605(c)(2) and Rule
10A-3 under the Exchange Act.

 The
Board has determined that it has at least one "audit committee financial expert" serving on the Audit Committee. Mr. McConnell
serves as the audit committee financial expert. Mr. McConnell also serves as the Chairman of the Audit Committee.

 The
Board has adopted a written charter for the Audit Committee, a copy of which is publicly available on our website at
The Audit Committee's charter sets forth the responsibilities, authority and specific duties of the Audit Committee and is reviewed
and reassessed annually. The information on our website is not a part of this Form 10-K. The charter specifies, among
other things, the structure and membership requirements of the Audit Committee, as well as the relationship of the Audit Committee to
our independent registered public accounting firm and management.

 In
accordance with its written charter, the Audit Committee assists our board of directors in monitoring (i) the integrity of our financial
reporting process including our internal controls regarding financial reporting, (ii) our compliance with legal and regulatory requirements
and (iii) the independence and performance of our internal and external auditors, and serves as an avenue of communication among the
independent registered public accounting firm, management and our board of directors.

 Code
of Ethics

 We
have a code of ethics (the "Code of Ethics") that applies to our Chief Executive Officer, Chief Financial Officer, Chief
Accounting Officer, Controller and Treasurer. A copy of our Code of Ethics can be found on our website at
The Code of Ethics is also available in print, free of charge, to any stockholder who requests a copy by writing to us at the following
address: Powerfleet, Inc., 123 Tice Boulevard, Woodcliff Lake, New Jersey 07677, Attention: Corporate Secretary. Our Code of Ethics is
intended to be a codification of the business and ethical principles that guide us, and to deter wrongdoing, to promote honest and ethical
conduct, to avoid conflicts of interest, and to foster full, fair, accurate, timely and understandable disclosures, compliance with applicable
governmental laws, rules and regulations, the prompt internal reporting of violations and accountability for adherence to this code.
We will post any amendment to the Code of Ethics, as well as any waivers that are required to be disclosed by the rules of the SEC or
The Nasdaq Stock Market LLC, on our website.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act requires our executive officers, directors and persons who own more than 10% of a registered class of our equity
securities to file with the SEC statements on Form 3, Form 4 and Form 5 of ownership and changes in ownership. Officers, directors and
greater than 10% stockholders are required by regulation to furnish us with copies of all Section 16(a) reports that they file.

 Based
solely upon a review of Forms 3, 4 and 5 and any amendments to those forms that have been furnished to us, we believe that all parties
subject to the reporting requirements of Section 16(a) filed all such required reports during and with respect to the fiscal year ended
December 31, 2023, except that each of Michael Brodsky, our Chairman, and Michael Casey and Charles Frumberg, former directors of Powerfleet,
filed late a Form 4 with respect to transactions that occurred on July 28, 2023.

 Item
11. Executive Compensation.

 Compensation
Discussion and Analysis

 Introduction

 This
discussion presents the principles underlying our executive officer compensation program. Our goal in this discussion is to provide the
reasons why we award compensation as we do and to place in perspective the data presented in the tables that follow this discussion.
The focus is primarily on compensation of our executive officers for the fiscal year ended December 31, 2023, but some historical and
forward-looking information is also provided to put such year's compensation information in context. The information presented
herein relates to the following individuals who are considered "named executive officers," under applicable rules and regulations
of the SEC, each of whom is sometimes referred to in this Form 10-K as a "Named Executive Officer:" (i)
Steve Towe, who has served as our Chief Executive Officer since January 5, 2022, (ii) David Wilson, who has served as our Chief Financial
Officer since January 4, 2023, and (iii) Jim Zeitunian, who has served as our Chief Technology Officer since February 14, 2022.

 Compensation
Philosophy and Objectives

 We
attempt to apply a consistent philosophy to compensation for all employees, including senior management. This philosophy is based on
the premises that our success is dependent upon the efforts of each employee and that a cooperative, team-oriented environment is an
essential part of our culture. We believe in the importance of rewarding our employees for our successes, which is why we emphasize pay-for-performance
incentive compensation. Particular emphasis is placed on broad employee equity participation through the use of stock options and restricted
stock awards, as well as on annual cash bonuses linked to achievement of our corporate performance goals. We considered the results of
the "say-on-pay" proposal with respect to executive compensation presented to the stockholders at our 2023 annual meeting
held on July 20, 2023, and in light of the support the proposal received, we continue to emphasize pay-for-performance incentive compensation,
as explained in detail in this Compensation Discussion and Analysis.

 Our
compensation programs for our Named Executive Officers are designed to achieve a variety of goals, including:

 attracting
 and retaining talented and experienced executives;

 motivating
 and rewarding executives whose knowledge, skills and performance are critical to our success;

 aligning
 the interests of our executives and stockholders by motivating executives to increase stockholder value in a sustained manner; and

 providing
 a competitive compensation package which rewards achievement of our goals.

 Total
compensation paid to our executive officers is influenced significantly by the need to attract and retain management employees with a
high level of expertise and to motivate and retain key executives for our long-term success. Some of the components of compensation,
such as base salary, are generally fixed and do not vary based on our financial and other performance. Some components, such as cash
incentive bonuses and certain stock option awards, are dependent upon the achievement of certain goals approved by the compensation committee
of our board of directors (the "Compensation Committee"); and for such purpose, the Compensation Committee considers goals
for executive officers (other than our Chief Executive Officer) recommended by our Chief Executive Officer and includes him in its discussions
with respect to such goals. Furthermore, the value of certain of these components, such as stock options and restricted stock, is dependent
upon our future stock price.

 We
compensate our executive officers in these different ways in order to achieve different goals. Cash compensation, for example, provides
executive officers with a minimum base salary. Cash incentive bonuses are generally linked to the achievement of financial and business
goals (as described in greater detail below) and are intended to reward executive officers for our overall performance. Stock option
and restricted stock awards are intended to link our executive officers' longer-term compensation with the performance of our stock
and to build executive ownership positions in our stock. This encourages our executive officers to remain with us and to act in ways
intended to maximize stockholder value, and serves to penalize them if we and/or our stock fails to perform to expectations.

 We
view the three components of our executive officer compensation as related but distinct. Although the Compensation Committee does review
total compensation, it does not believe that compensation derived from one component of compensation necessarily should negate or reduce
compensation from other components. We determine the appropriate level for each compensation component based in part, but not exclusively,
on its historical practices with the individual and our view of individual performance and other information we deem relevant. The Compensation
Committee has not adopted any formal or informal policies or guidelines for allocating compensation between long-term and currently paid
out compensation, between cash and non-cash compensation, or among different forms of compensation. We have not reviewed wealth and retirement
accumulation as a result of employment with us and have only focused on fair compensation for the year in question.

 The
Compensation Committee monitors the results of the annual advisory "say-on-pay" proposal and incorporates such results as
one of many factors considered in connection with the discharge of its responsibilities. At our 2023 annual meeting of stockholders,
the stockholders approved, on an advisory basis, the compensation of the Named Executive Officers, and in light of such approval, the
Compensation Committee continued with its performance-based compensation philosophy and its balanced approach to the components of its
compensation program.

 Elements
of Executive Officer Compensation

 Base
Salary. We pay our executive officers a base salary, which we review and determine annually. We believe that a competitive base salary
is a necessary element of any compensation program. We believe that attractive base salaries can motivate and reward executives for their
overall performance. Base salaries are established in part based on the particular executive's position, responsibility, experience,
skills and expected contributions during the coming year and such individual's performance during the prior year. We also have
generally sought to align base compensation levels comparable to our competitors and other companies in similar stages of development.
We do not view base salaries as primarily serving our objective of paying for performance, but in attracting and retaining the most qualified
executives necessary to run our business. We continue to focus on a pay-for-performance structure, which is discussed below.

 Cash
Incentive Bonus Program. The primary objective of our annual cash incentive bonus program is to motivate and reward
our employees, including our Named Executive Officers, for meeting our short-term objectives using a pay-for-performance program with
objectively determinable performance goals. Each of Messrs. Towe, Wilson and Zeitunian was eligible to receive a cash incentive bonus
under our Global Bonus Plan (the "GBP") for the fiscal year ended December 31, 2023, which is discussed below.

 The
objectives of the GBP for 2023 are to align the interests of senior management with our performance goals. The GBP focuses on rewarding
executives for the achievement of financial objectives with competitive financial incentives and provides a systemic plan for establishing
definitive performance goals. Under the GBP for 2023, our performance goals are based on (i) revenue growth, (ii) profitability based
on adjusted EBITDA and (iii) subscriber renewal.

 Awards
payable under the GBP for 2023 were calculated as a percentage of the executive's base salary. The target award under the GBP
for 2023 for each of Messrs. Towe, Wilson and Zeitunian was set at 100%, 75%, and 50% of his base salary, respectively. Under the
GBP for 2023, 45% of each executive's target award could be earned based on the achievement of (a) a global revenue target of
$148.2 million and specified revenue targets for each foreign territory in which we do business for the 2023 fiscal year and (b) a
global adjusted EBITDA target of $12.5 million and specified adjusted EBITDA targets for each foreign territory in which we do
business for the 2023 fiscal year, and 10% of each executive's target award could be earned based on us having a target
subscriber renewal rate of 90% for the 2023 fiscal year. The portion of each executive's bonus award that was tied to the
revenue target could be pro-rated based on the amount of revenue actually achieved for the 2023 fiscal year starting at 90%, and
being capped at 120%, of the revenue target. The portion of each executive's bonus award that was tied to the adjusted EBITDA
target could be pro-rated based on the amount of adjusted EBITDA actually achieved for the 2023 fiscal year starting at 100%, and
being capped at 120%, of the adjusted EBITDA target. Based on our financial results for the fiscal year ended December 31, 2023 and
our subscriber renewal rate, each of Messrs. Towe, Wilson and Zeitunian received annual bonuses under the GBP for 2023 in the
aggregate amounts of $214,625, 132,563 and $63,125, respectively.

Compensation. We believe that stock option and restricted stock awards are an important long-term incentive for our executive officers
and employees and that our stock option and restricted stock award program has been effective in aligning officer and employee interests
with those of our stockholders. We review our equity compensation plans annually. Employees are eligible for annual stock option and
restricted stock award grants. These options and grants are intended to produce value for each executive officer if (i) our stockholders
derive significant sustained value and (ii) the executive officer remains employed with us.

 Historically,
other than in connection with an incentive bonus program, we did not have any program, plan or obligation under which we were required
to grant equity compensation to any executive officer on specified dates or upon the achievement of certain performance goals. The authority
to make equity grants to executive officers rests with the Compensation Committee and our board of directors, although, as noted, the
Compensation Committee and our board of directors do consider the recommendations of our Chief Executive Officer in setting the compensation
of our other executive officers.

and Change-in-Control Benefits. We describe certain severance and change-in-control benefits applicable to Mr. Towe, our current
Chief Executive Officer, under the captions "Severance Arrangements" and "Potential Payments Upon Termination or Change
in Control" below.

 Benefits.
 The executive officers participate in all of our employee benefit plans, such as medical and 401(k) plans, on the same basis as our
other employees.

 Perquisites.
 Our use of perquisites as
an element of compensation is very limited. We do not view perquisites as a significant element of our comprehensive compensation structure.

 Regulatory
Considerations

 We
account for the equity compensation expense for our employees under the rules of Financial Accounting Standards Board Accounting Standards
Codification Topic 718 ("ASC 718"), which requires us to estimate and record an expense for each award of equity compensation
over the service period of the award. Accounting rules also require us to record cash compensation as an expense at the time the obligation
is accrued.

 Employment
Agreements

 We
have not entered into employments agreements with any of our Named Executive Officers.

Arrangements

 We
are a party to a severance agreement with Mr. Towe, which provides Mr. Towe with certain severance and change in control benefits upon
the occurrence of certain events.

 The
severance agreement with Mr. Towe provides Mr. Towe with certain severance and change in control benefits upon the occurrence of one
of the following events: (i) the termination of Mr. Towe's employment by us without cause (a "Trigger Event") or (ii)
the termination of Mr. Towe's employment by us without cause or Mr. Towe's resignation for good reason within six months
following a change in control event (a "Change in Control Trigger Event").

 Under
the terms of the severance agreement with Mr. Towe, subject to Mr. Towe's delivery of a general release to us, Mr. Towe will be
entitled to the following upon a Trigger Event or Change in Control Trigger Event: (i) cash payments at twice the rate of his annual
base salary as in effect immediately prior to the Trigger Event or Change in Control Trigger Event, as the case may be, for a period
of 12 months, made as a series of separate payments that are payable in accordance with our standard payroll practices; (ii) a waiver
of any remaining portion of Mr. Towe's healthcare continuation payments under COBRA for the 12-month severance period, provided
that he timely elects COBRA coverage and continues to make contributions for such coverage equal to his contribution amount in effect
immediately preceding the date of his termination of employment; (iii) partial accelerated vesting of his previously granted stock options
and restricted stock awards, such that (to the extent not already then vested) a portion of these awards shall vest and/or become exercisable,
in each case on a pro-rated basis that takes into account the number of months elapsed since the date of grant as compared to the scheduled
vesting date (provided that the terms of our equity compensation plans shall continue to govern acceleration of vesting in the event
of a change of control as defined in such plan); and (iv) any bonus that would have otherwise been payable to Mr. Towe for the calendar
year prior to termination.

 As
a condition to our obligations under the severance agreement with Mr. Towe, Mr. Towe also executed and delivered to us a restrictive
covenants agreement containing covenants regarding confidentiality, assignment of inventions, non-competition and
non-solicitation.

 We
are also party to an employee covenants agreement with Mr. Wilson, which provides him with certain severance benefits if Mr. Wilson is
terminated by us involuntarily without cause and/or for reasons not related to Mr. Wilson's performance.

 The
employee covenants agreement with Mr. Wilson provides that if we terminate Mr. Wilson without cause and/or for reasons not related to
Mr. Wilson's performance, subject to Mr. Wilson's delivery of a general release to us, Mr. Wilson will be entitled to the
following: (i) cash payment equal to six months of Mr. Wilson's annual base salary; (ii) a pro rata portion of any target annual
bonus that would have been payable to Mr. Wilson with respect to the year of termination; and (iii) partial accelerated vesting of previously
granted stock options and restricted stock awards, such that (to the extent not already then vested) the portion of these awards that
would have vested in the calendar year Mr. Wilson is terminated will be deemed to have vested and/or became exercisable.

 In
addition, under the terms of the employee covenants agreement, Mr. Wilson agreed to covenants regarding, among other things, confidentiality,
assignment of inventions, non-competition and non-solicitation.

 Compensation
Tables

 The
following table, which should be read in conjunction with the explanations provided above, sets forth summary compensation information
for the years ended December 31, 2023 and 2022 for our Named Executive Officers.

 Summary
Compensation Table

 Name and Principal Position

 Year

 Salary ($)

 Bonus ($) (1)

 Stock Awards ($) (2)

 Option Awards ($) (2)

 Non-Equity Incentive Plan Compensation ($) (3)

 Total ($)

 2023

 425,000

 216,667

 2,016,000

 —

 214,625

 2,872,292

 Chief Executive Officer

 2022

 425,000

 216,667

 962,000

 1,191,387

 228,013

 3,023,067

 2023

 350,000

 —

 196,500

 560,897

 132,563

 1,239,960

 Chief Financial Officer

 Jim Zeitunian

 2023

 250,000

 —

 —

 —

 63,125

 313,125

 Chief Technology Officer

 2022

 220,673

 —

 145,600

 146,971

 67,063

 580,307

 (1)

 The
 dollar amounts shown under the heading "Bonus" with respect to Steve Towe for 2022 and 2023 represent the first and second
 installments, respectively, of a retention bonus of $650,000.

 (2)

 The
 dollar amounts shown under the headings "Stock Awards" and "Option Awards" with respect to each of the Named
 Executive Officers for the fiscal years ended December 31, 2023 and 2022 reflect the aggregate grant date fair value of restricted
 stock and option awards granted in the fiscal year indicated, computed in accordance with ASC 718, disregarding service-based vesting
 conditions. For a discussion of the assumptions we made in valuing the stock and option awards, see "Note 3[Q] — Summary
 of Significant Accounting Policies — Stock-based compensation" and "Note 10 — Stock-Based Compensation"
 in the notes to our consolidated financial statements contained in this Form 10-K.

 (3)

 The
 dollar amounts shown under the heading "Non-Equity Incentive Plan Compensation" (i) for each of Messrs. Towe, Wilson
 and Zeitunian for 2023 represent bonus earned for such fiscal year pursuant to the GBP for 2023 and (ii) for each of Messrs. Towe
 and Zeitunian for 2022 represent bonus earned for such fiscal year pursuant to the GBP for 2022.

 Outstanding
Equity Awards at Fiscal Year End

 The
following table provides certain information concerning outstanding equity awards held by each of our Named Executive Officers at December
31, 2023.

 Option Awards

 Stock Awards

 Name

 Number of Securities Underlying Unexercised Options (#) Exercisable

 Number of Securities Underlying Unexercised Options (#) Unexercisable

 Option Exercise Price ($)

 Option Expiration Date

 Number of Shares or Units of Stock That Have Not Vested (#) (1)

 Market Value of Shares or Units of Stock That Have Not Vested ($) (2)

 Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

 Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

 125,000

 375,000

 4.81

 1/5/2032
 (3)

 1,050,000

 3,591,000

 —

 —

 —

 875,000

 10.50

 1/5/2032
 (4)

 —

 —

 —

 —

 —

 1,250,000

 14.00

 1/5/2032
 (5)

 —

 —

 —

 —

 —

 2,000,000

 21.00

 1/5/2032
 (6)

 —

 —

 —

 —

 —

 130,000

 3.00

 1/4/2033
 (3)

 75,000

 256,500

 —

 —

 —

 275,000

 3.00

 1/4/2033
 (7)

 —

 —

 —

 —

 Jim Zeitunian

 20,000

 60,000

 3.64

 2/14/2032
 (3)

 30,000

 102,600

 —

 —

 —

 160,000

 3.64

 2/14/2032
 (7)

 —

 —

 —

 —

 (1)

 Represents
 restricted shares issued under the 2018 Plan.

 (2)

 Calculated
 based on $3.42 per share, the closing price per share of our common stock, as reported on The Nasdaq Global Market, on December 29,
 2023.

 (3)

 These
 option awards were scheduled to vest over a four-year period, such that twenty-five percent (25%) of the options vests on each of
 the first, second, third and fourth anniversaries of the date of grant, provided that the holder was an employee of Powerfleet on
 each such anniversary. In connection with consummation of the MiX Combination, these awards vested in full on April 2, 2024.

 (4)

 These
 option awards will vest and become exercisable in full immediately upon the volume weighted average price of our common stock during
 a consecutive 60 trading day period (the "60 Day VWAP") reaching $10.50, provided that the holder is an employee of Powerfleet
 on such date.

 (5)

 These
 option awards will vest and become exercisable in full immediately upon the 60 Day VWAP reaching $14.00, provided that the holder
 is an employee of Powerfleet on such date.

 (6)

 These
 option awards will vest and become exercisable in full immediately upon the 60 Day VWAP reaching $21.00, provided that the holder
 is an employee of Powerfleet on such date.

 (7)

 These
 option awards will vest and become exercisable in full immediately upon the 60 Day VWAP reaching $12.00, provided that the holder
 is an employee of Powerfleet on such date.

 Potential
Payments Upon Termination or Change in Control

 Potential
Payments Upon Termination or Change in Control under Severance Arrangements

 As
described above under the caption "Severance Arrangements," we have entered into a severance agreement with Mr. Towe, which
provides for severance payments or other compensation upon the termination of such executive's employment or a change in control
with respect to Powerfleet. We have also entered into an employee covenants agreement with Mr. Wilson, which provides for severance
payments or other compensation upon the termination of such executive's employment.

 Potential
Payments Upon Termination or Change in Control under Equity Compensation Plans

 Our
2018 Plan provides that, unless the Compensation Committee provides otherwise in advance of the grant, in the event of a "change
in control," if the employee or service provider is terminated other than for "cause" (as defined in the 2018 Plan)
within one year of such change in control or leaves for "good reason" (as defined in the 2018 Plan), options and restricted
stock (including restricted stock units) shall vest. In addition, unless otherwise determined by the Compensation Committee, the payout
of performance stock units and performance shares shall be determined exclusively by the attainment of the performance goals established
by the Compensation Committee, which may not be modified after the change in control, and we will not have the right to reduce the awards
for any other reason.

 For
purposes of the 2018 Plan, a "change in control" means the occurrence of any of the following events: (i) any person, other
than a trustee or other fiduciary holding securities under an employee benefit plan of Powerfleet or a corporation owned directly or
indirectly by our stockholders in substantially the same proportions as their ownership of our stock, becomes the beneficial owner (as
such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of our securities representing fifty percent (50%)
or more of the total voting power represented by our then outstanding voting securities; (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute our board of directors and any new director whose election by the board of
directors or nomination for election by our stockholders was approved by a vote of a majority of the directors then still in office who
either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for
any reason to constitute a majority thereof; (iii) the consummation of a merger or consolidation of Powerfleet with any other corporation,
other than a merger or consolidation which would result in our voting securities outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the
total voting power represented by our voting securities or such surviving entity outstanding immediately after such merger or consolidation;
or (iv) our stockholders approve a plan of complete liquidation of Powerfleet or an agreement for the sale or disposition by us of all
or substantially all our assets.

 Risk
Considerations

 We
do not believe that our compensation practices and policies for our employees, including our executive officers, create risks or are
likely to create risks that are reasonably likely to have a material adverse effect on us or our results of operations or financial condition.

 Compensation
of Directors

 General

 All
directors are entitled to reimbursement for travel and lodging and other reasonable out-of-pocket expenses incurred by them in connection
with their attendance at board of directors and/or board committee meetings or other activities on our behalf.

 Employee
Directors

 Directors
who are our current officers or employees or any subsidiary of Powerfleet do not receive any additional compensation for their service
as members of either our board of directors or any committees of our board of directors.

 Non-Employee
Directors

 On
August 1, 2017, our board of directors adopted a non-employee director compensation program pursuant to which non-employee directors
are entitled to receive annual compensation having economic value of approximately $119,000, which includes a cash retainer of $59,000
and restricted stock grants with an economic value of approximately $60,000. The cash retainer may be paid, at each director's
election, in cash or in restricted shares of our common stock. Each of Anders Bjork and Medhini Srinivasan, as former directors elected
to our board by the holders of our previously outstanding Series A Preferred Stock (the "former Series A Directors"), agreed
to waive participation in our non-employee director compensation program. Each of the non-employee directors, other than the former Series
A Directors, was paid his retainer for 2023 in cash. With respect to restricted stock awards, the number of shares issuable in 2023 was
calculated based on the average of the reported closing price per share of our common stock on The Nasdaq Global Market over a 20 consecutive
trading day period ending on and including the 2023 annual meeting of stockholders.

 The
Chairman of our board of directors and the chairperson of each of the committees of our board of directors are also entitled to a supplemental
retainer, which may be paid, at each director's election, in cash or in restricted shares of our common stock. Specifically, the
Chairman of our board of directors receives an additional $36,000 per year of service; the chairperson of the Audit Committee receives
an additional $18,000 per year of service; the chairperson of the Compensation Committee receives an additional $12,000 per year of service;
and the chairperson of the Nominating Committee receives an additional $10,000 per year of service. Each of the non-employee directors,
other than the former Series A Directors, was paid his supplemental retainer in 2023 in cash.

the fiscal year ended December 31, 2023, Michael Brodsky, Michael Casey, Charles Frumberg and Nani Maoz were paid cash retainers in the
aggregate amounts of $105,000, $77,000, $59,000 and $59,000, respectively. In addition, each of Messrs. Brodsky, Casey, Frumberg and
Maoz received an award of 20,562 in restricted shares of common stock in consideration for his services as a director of Powerfleet,
which were granted on July 26, 2023 pursuant to the 2018 Plan. All such restricted stock awards were scheduled to vest as to 100% of
such shares on the first anniversary of the date of grant, provided that the non-employee director was then serving as a director of
Powerfleet. In connection with consummation of the MiX Combination, these awards vested in full on April 2, 2024. Each of Mr. Bjork and
Ms. Srinivasan, as the former Series A Directors, did not receive any compensation for their service as directors during the fiscal year
ended December 31, 2023.

 Our
non-employee directors are not entitled to retirement, benefit or other perquisite programs.

 The
following table provides certain information with respect to the compensation paid to our non-employee directors during the fiscal year
ended December 31, 2023.

 Name

 Fees Earned or Paid in Cash ($) (1)

 Stock Awards ($) (2)(3)

 Option Awards ($) (4)

 Total ($)

 Anders Bjork (5)

 —

 —

 —

 —

 Michael Brodsky

 $
 105,000

 $
 57,574

 —

 $
 162,574

 Michael Casey

 $
 77,000

 $
 57,574

 —

 $
 134,574

 Charles Frumberg

 $
 59,000

 $
 57,574

 —

 $
 116,574

 Nani Maoz

 $
 59,000

 $
 57,574

 —

 $
 116,574

 Medhini Srinivasan (5)

 —

 —

 —

 —

 (1)

 The
 amount under this column reflects the aggregate amount of cash retainers paid to each non-employee director.

 (2)

 The
 amounts under this column reflect the aggregate grant date fair value of 20,562 restricted shares of our common stock granted to
 each of Michael Brodsky, Michael Casey and Charles Frumberg, and Nani Maoz, under the 2018 Plan on July 26, 2023, each computed in
 accordance with ASC 718, disregarding any service-based vesting conditions. For a discussion of the assumptions we made in valuing
 the stock awards, see "Note 3[Q] – Summary of Significant Accounting Policies – Stock-based compensation"
 and "Note 10 – Stock-Based Compensation" in the notes to our consolidated financial statements contained in this
 Form 10-K. The amounts set forth under this column do not include the restricted shares of common stock granted in lieu of cash for
 fees set forth under the column "Fees Earned or Paid in Cash." Each of the restricted stock awards granted to Messrs.
 Brodsky, Casey, Frumberg and Maoz vested in full upon consummation of the MiX Combination.

 (3)

 At
 December 31, 2023, each of Messrs. Brodsky, Casey and Frumberg held 20,562 shares of unvested restricted stock and neither Anders
 Bjork nor Medhini Srinivasan held any shares of unvested restricted stock.

 (4)

 At
 December 31, 2023, Mr. Brodsky held options to purchase 95,000 shares of our common stock and each of Messrs. Casey and Frumberg
 held options to purchase 45,000 shares of our common stock. Mr. Bjork, Mr. Maoz and Ms. Srinivasan did not hold any options to purchase
 shares of our common stock at December 31, 2023.

 (5)

 Mr.
 Bjork and Ms. Srinivasan did not receive any compensation for their service as directors during the fiscal year ended December 31,
 2023.

 As
of the closing date of the MiX Combination, each of Mr. Bjork, Mr. Casey, Mr. Frumberg, Mr. Maoz and Ms. Srinivasan resigned as a director
of Powerfleet.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The
following table sets forth information regarding ownership of shares of our common stock as of May 1, 2024 by:

 each
 stockholder known by us to own beneficially more than 5% of our outstanding common stock;

 each
 of our Named Executive Officers;

 each
 of our current directors; and

 all
 of our current directors and executive officers as a group.

 To
our knowledge, except as set forth in the footnotes to the table and subject to applicable community property laws, each person or entity
named in the table has sole voting and disposition power with respect to the shares set forth opposite such person's or entity's
name. The number of shares beneficially owned by each entity, person, director or executive officer is determined in accordance with
the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules,
beneficial ownership includes any shares over which the individual has the sole or shared voting power or investment power and any shares
that the individual has the right to acquire within 60 days of May 1, 2024, through the exercise of stock options, warrants or other
convertible securities or any other right. Shares of our common stock that a person has the right to acquire within 60 days of May 1, 2024 are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights but are not deemed
outstanding for purposes of computing the percentage ownership of any other person (except with respect to the percentage ownership of
all directors and executive officers as a group). As used in this Form 10-K, "voting power" is the power
to vote or direct the voting of shares and "investment power" includes the power to dispose or direct the disposition of
shares.

 The
number and percentage of shares beneficially owned is computed on the basis of 107,349,987 shares of our common stock outstanding as
of May 1, 2024. The information in the following table regarding the beneficial owners of more than 5% of our common stock is
based upon information supplied by our principal stockholders or set forth in Schedules 13D and 13G filed with the SEC. The
determination that there were no other persons, entities or groups known to us to beneficially own more than 5% of our outstanding
common stock was based on a review of all statements filed with the SEC with respect to Powerfleet pursuant to Section 13(d) or
13(g) of the Exchange Act.

 The
address for those persons for which an address is not otherwise provided is c/o Powerfleet, Inc., 123 Tice Boulevard, Woodcliff Lake,
New Jersey 07677.

 Name and Address of Beneficial Owner

 Number of Shares of Common Stock Beneficially Owned

 Percentage of Shares of Common Stock Outstanding (1)

 5% Stockholders:

 Private Capital Management, LLC
 8889 Pelican Bay Boulevard
 Suite 500
 Naples, FL 34108

 5,923,830

 (2)

 5.52
 %

 Current Executive Officers:

 1,161,754
 (3)

 1.08
 %

 180,603
 (4)

 *

 Jim Zeitunian

 113,220
 (5)

 *

 Offer Lehmann

 97,000
 (6)

 *

 Melissa Ingram

 133,566
 (7)

 *

 Charles Tasker

 1,275,128
 (8)

 1.19
 %

 Catherine Lewis

 484,091
 (9)

 *

 Jonathan Bates

 63,808
 (10)

 *

 Current Non-Employee Directors:

 Michael Brodsky

 428,178
 (11)

 *

 Ian Jacobs

 4,382,068
 (12)

 4.08
 %

 Andrew Martin

 22,342

 (13)

 *

 Michael McConnell

 —

 *

 All current directors and executive officers as a group (eleven individuals)

 8,341,758

 7.67
 %

 *
Represents less than 1% of the outstanding shares of our common stock.

 (1)

 Ownership
 percentages are based on 107,349,987 shares of our common stock outstanding as of May 1, 2024.

 (2)

 Based
 on information contained in Amendment No. 4 to Schedule 13G filed with the SEC on February 5, 2024, Private Capital Management, LLC,
 a Delaware limited liability company, beneficially owns an aggregate of 5,923,830 shares of our common stock, with shared voting
 and dispositive power over 2,932,602 shares, and sole voting and dispositive power over 2,991,228 shares.

 (3)

 This
 number includes 500,000 shares of our common stock issuable upon exercise of options which are currently exercisable or which will

 (4)

 This
 number includes 130,000 shares of our common stock issuable upon exercise of options which are currently exercisable or which will

 (5)

 This
 number includes 80,000 shares of our common stock issuable upon exercise of options which are currently exercisable or which will

 (6)

 This
 number includes 65,000 shares of our common stock issuable upon exercise of options which are currently exercisable or which will

 (7)

 This
 number includes 90,000 shares of our common stock issuable upon exercise of options which are currently exercisable or which will

 (8)

 This
 number includes (i) 309,880 shares of our common stock held by Mr. Tasker's wife and (ii) 207,382 shares of our common stock
 underlying stock appreciation rights which are currently exercisable or which will become exercisable within 60 days of May 1, 2024.

 (9)

 This
 number includes 161,119 shares of our common stock underlying stock appreciation rights which are currently exercisable or which
 will become exercisable within 60 days of May 1, 2024.

 (10)

 This
 number consists of shares of our common stock underlying stock appreciation rights which are currently exercisable or which will

 (11)

 This
 number includes (i) 76,000 shares of our common stock held by Vajra Fund I, L.P., of which Mr. Brodsky is the general partner, and
 (ii) 95,000 shares of our common stock issuable upon exercise of options which are currently exercisable or will become exercisable
 within 60 days of May 1, 2024.

 (12)

 This
 number includes 4,351,350 shares of our common stock held by 786 Partners LP and 402 Fund LP, over which Mr. Jacobs has voting and
 investment power.

 (13)

 This number includes 2,152 shares of our common stock held by Mr. Martin's children.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 Certain
Relationships and Related Transactions

 Our
policy prohibits conflicts between the interests of our employees, officers and directors and our company. A conflict of interest exists
when an employee, officer, or director's personal interest interferes or may interfere with our interests. When it is deemed to
be in the best interests of our company and our stockholders, the Audit Committee may grant waivers to employees, officers and directors
who have disclosed an actual or potential conflict of interest, which waivers are subject to approval by our Board. This policy is included
in our Code of Business Conduct and Ethics for Employees, Officers and Directors.

 In
accordance with its charter, the Audit Committee is responsible for annually reviewing any transactions or series of similar transactions
to which we are or were a party and in which any director, executive officer or beneficial holder of more than 5% of any class of our
voting securities, or members of any such person's immediate family, have had or will have a direct or indirect material interest.
Our Audit Committee's procedures for reviewing related party transactions are not in writing. Since January 1, 2021, there has
not been, nor is there currently proposed, any transaction or series of similar transactions to which we are or were a party in which
the amount involved exceeds $120,000 and in which any director, executive officer or beneficial holder of more than 5% of any class of
our voting securities, or members of any such person's immediate family, have had or will have a direct or indirect material interest.
As of May 1, 2024, our common stock is Powerfleet's only class of voting securities.

Independence

 Our
Board has determined that, with the exception of Mr. Towe, each of our current directors satisfies the current "independent director"
standards established by the Nasdaq rules and, as to the members of the Audit Committee, the additional independence requirements under
applicable rules and regulations of the SEC. Thus, a majority of our board of directors is comprised of independent directors as required
by the Nasdaq rules. The Audit Committee is composed of Messrs. Brodsky, Jacobs and McConnell, each of whom is an independent director
in accordance with Nasdaq Rule 5605(c). The Compensation Committee is composed of Messrs. Brodsky, Jacobs and McConnell, each of whom
is an independent director in accordance with Nasdaq Rule 5605(d). The Nominating Committee of our board of directors is composed of
Messrs. Brodsky, Jacobs and McConnell, each of whom is independent in accordance with Nasdaq Rule 5605(e).

 Item
14. Principal Accounting Fees and Services.

 Audit
Fees

 The
aggregate fees billed by Ernst & Young LLP ("EY"), our independent registered public accounting firm, for
professional services rendered for the audit of our annual financial statements, comfort letters, statutory and subsidiary audits,
consents and assistance with review of documents filed with the SEC for the fiscal years ended December 31, 2022 and December 31,
2023 were $1,550,000 and $2,586,000, respectively. For the fiscal years ended December 31, 2022 and 2023, aggregate audit fees
included fees for the audit of the effectiveness of our internal control over financial reporting required by the Sarbanes-Oxley
Act.

 Audit-Related
Fees

 The
aggregate fees billed by EY for audit-related services reasonably related to the performance of the audit or review
of our financial statements during the fiscal years ended December 31, 2022 and December 31, 2023 were $0 and $66,950, respectively.

 Tax
Fees

 The
aggregate fees billed by EY for professional services rendered for tax compliance, tax advice or tax planning during the fiscal years
ended December 31, 2022 and December 31, 2023 were $222,000 and $235,000, respectively.

 All
Other Fees

 The
aggregate fees billed by EY for products or professional services rendered during the fiscal years ended December 31, 2022 and December
31, 2023 were $2,500 and $0, respectively, in addition to the services described under the captions "Audit Fees"
and "Tax Fees" above, which primarily consisted of fees related to a subscription for EY thought
leadership and accounting guidance in 2022.

 Audit
Committee's Pre-Approval Policies and Procedures

 The
Audit Committee pre-approves all services, including both audit and non-audit services, provided by our independent registered public
accounting firm. For audit services, each year the independent registered public accounting firm provides the Audit Committee with an
engagement letter outlining the scope of the audit services proposed to be performed during the year, which must be formally accepted
by the Audit Committee before the audit commences. The independent registered public accounting firm also submits an audit services fee
proposal, which also must be approved by the Audit Committee before the audit commences. None of the fees for services described above
under the captions "Tax Fees" or "All Other Fees" approved by the Audit Committee were approved pursuant to the
exception provided by paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 PART
IV.

 Item
15. Exhibits, Financial Statement Schedules.

 (a)
 List of Financial Statements, Financial Statement Schedules, and Exhibits.

 (1) Financial
Statements. The following financial statements of Powerfleet, Inc. are included in Item 8 of Part II of this Form
10-K:

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 42)

 Balance Sheets at December 31, 2022 (As restated) and 2023

 Statements of Operations for the Years Ended December 31, 2021 (As restated), 2022 (As restated) and 2023

 Statements of Comprehensive Loss for the Years Ended December 31, 2021 (As restated), 2022 (As restated) and 2023

 Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2021 (As restated), 2022 (As restated) and
 2023

 Statements of Cash Flows for the Years Ended December 31, 2021 (As restated), 2022 (As restated) and 2023

 Notes
 to the Consolidated Financial Statements

 (2)
 Financial Statement Schedule.

 None.

 (3) Exhibits.
The following exhibits are filed with this Form 10-K or are incorporated herein by reference, as indicated.

 2.1

 Agreement and Plan of Merger, dated as of March 13, 2019, by and among Powerfleet, Inc., Powerfleet Israel Holding Company Ltd., Powerfleet Israel Acquisition Company Ltd., I.D. Systems, Inc. and Pointer Telocation Ltd. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of I.D. Systems, Inc., filed with the SEC on March 15, 2019).

 2.2.1

 Investment and Transaction Agreement, dated as of March 13, 2019, by and among I.D. Systems, Inc., Powerfleet, Inc., Powerfleet US Acquisition Inc., ABRY Senior Equity V, L.P. and ABRY Senior Equity Co-Investment Fund V, L.P. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of I.D. Systems, Inc., filed with the SEC on March 15, 2019).

 2.2.2

 Amendment No. 1 to the Investment and Transaction Agreement, dated as of May 16, 2019, by and among I.D. Systems, Inc., Powerfleet, Inc., Powerfleet US Acquisition Inc., ABRY Senior Equity V, L.P. and ABRY Senior Equity Co-Investment Fund V, L.P. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of I.D. Systems, Inc., filed with the SEC on May 20, 2019).

 2.2.3

 Amendment No. 2 to the Investment and Transaction Agreement, dated as of June 27, 2019, by and among I.D. Systems, Inc., Powerfleet, Inc., Powerfleet US Acquisition Inc., ABRY Senior Equity V, L.P. and ABRY Senior Equity Co-Investment Fund V, L.P. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of I.D. Systems, Inc., filed with the SEC on June 27, 2019).

 2.2.4

 Amendment No. 3 to the Investment and Transaction Agreement, dated as of October 3, 2019, by and among I.D. Systems, Inc., Powerfleet, Inc., Powerfleet US Acquisition Inc., ABRY Senior Equity V, L.P., ABRY Senior Equity Co-Investment Fund V, L.P. and ABRY Investment Partnership, L.P. (incorporated by reference to Exhibit 2.5 to the Current Report on Form 8-K12B of Powerfleet, Inc., filed with the SEC on October 3, 2019).

 2.2.5

 Amendment No. 4 to the Investment and Transaction Agreement, dated as of May 13, 2020, by and among Powerfleet, Inc., I.D. Systems Inc., ABRY Senior Equity V, L.P., ABRY Senior Equity Co-Investment Fund V, L.P. and ARBY Investment Partnership, L.P. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of I.D. Systems, Inc., filed with the SEC on May 14, 2020).

 2.4

 Implementation Agreement, dated October 10, 2023, by and among Powerfleet, Inc., Main Street 2000 Proprietary Limited and MiX Telematics Limited (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on October 10, 2023).

 3.1.1

 Amended and Restated Certificate of Incorporation of Powerfleet, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K12B of Powerfleet, Inc., filed with the SEC on October 3, 2019).

 3.1.2

 Amendment to the Amended and Restated Certificate of Incorporation of Powerfleet, Inc. (filed herewith).

 3.2

 Amended and Restated Bylaws of Powerfleet, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K12B of Powerfleet, Inc., filed with the SEC on October 3, 2019).

 4.1

 Specimen Powerfleet, Inc. Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Registration Statement on Form S-4 of Powerfleet, Inc., filed with the SEC on July 23, 2019).

 4.2

 Description of Securities (filed herewith).

 10.1.1

 2009 Non-Employee Director Equity Compensation Plan (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended September 30, 2009, filed with the SEC on November 6, 2009).*

 10.1.2

 Amendment,
 dated March 16, 2012, to 2009 Non-Employee Director Equity Compensation Plan (incorporated by reference to Exhibit 10.2 to the Quarterly
 Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended March 31, 2012, filed with the SEC on May 14, 2012).*

 10.2

 I.D.
 Systems, Inc. 2015 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of I.D.
 Systems, Inc. filed with the SEC on June 25, 2015).*

 10.3

 Powerfleet, Inc. 2018 Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on July 26, 2023).*

 10.4.1

 Employment
 Offer Letter, dated January 5, 2022, between Powerfleet, Inc. and Steve Towe (incorporated by reference to Exhibit 10.1 to the Current
 Report on Form 8-K of Powerfleet, Inc., filed with the SEC on January 5, 2022).*

 10.4.2

 Agreement, dated January 5, 2022, between Powerfleet, Inc. and Steve Towe (incorporated by reference to Exhibit 10.2 to the Current
 Report on Form 8-K of Powerfleet, Inc., filed with the SEC on January 5, 2022).*

 10.4.3

 Amendment to Severance Agreement, dated September 11, 2023, between Powerfleet, Inc. and Steve Towe (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc. filed with the SEC on September 15, 2023).*

 10.4.4

 Form of Stock Option Inducement Award Agreement (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 of Powerfleet, Inc., filed with the SEC on March 16, 2022).*

 10.5.1

 Offer
 Letter, dated December 31, 2022, between Powerfleet, Inc. and David Wilson (incorporated by reference to Exhibit 10.1 to the Current
 Report on Form 8-K of Powerfleet, Inc., filed with the SEC on January 4, 2023).*

 10.5.2

 Employee Covenants Agreement, dated November 11, 2022, between Powerfleet, Inc. and David Wilson (filed herewith).*

 10.6

 Offer Letter, dated February 8, 2022, between Powerfleet, Inc. and James Zeitunian (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K of Powerfleet, Inc., filed with the SEC on March 31, 2023).*

 10.7

 Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.5 to Amendment No. 2 to the Registration Statement on Form S-4 of Powerfleet, Inc., filed with the SEC on July 23, 2019).*

 10.8

 Amended and Restated Credit Agreement, dated March 18, 2024, by and among Powerfleet Israel Ltd., Pointer Telocation Ltd. and Bank Hapoalim B.M. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on March 22, 2024).

 10.9

 Facilities Agreement, dated March 7, 2024, by and among Powerfleet, Inc., I.D. Systems, Inc., Movingdots GmbH and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on March 12, 2024).

 21.1

 List of Subsidiaries (filed herewith).

 23.1

 Consent of Ernst & Young LLP (filed herewith).

 31.1

 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 31.2

 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 32.1

 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 32.2

 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 97.1

 Powerfleet, Inc. Clawback Policy (filed herewith).

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 We
 have omitted certain schedules and exhibits to this agreement in accordance with Item 601(b)(2) of Regulation S-K, and we will supplementally
 furnish a copy of any omitted schedule and/or exhibit to the Securities and Exchange Commission upon request.

 *

 Management
 contract or compensatory plan or arrangement.

 (b)
 Exhibits. The exhibits required by Item 601 of Regulation S-K are filed herewith or incorporated herein by reference. Please see
the Index to Exhibits to this Form 10-K, which is incorporated into this Item 15(b) by reference.

 Item
16. Form 10-K Summary

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

 Date:
May 9, 2024

 INC.

 By:

 /s/

 Steve
 Towe

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 By:

 /s/

 David
 Wilson

 Chief
 Financial Officer

 (Principal
 Financial and Accounting Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/

 Chief
 Executive Officer

 May

 Steve
 Towe

 (Principal
 Executive Officer)

 /s/

 Chief
 Financial Officer

 May

 David
 Wilson

 (Principal
 Financial and Accounting Officer)

 /s/
 Michael Brodsky

 May

 Brodsky

 /s/
 Ian Jacobs

 May

 Ian Jacobs

 /s/ Andrew Martin

 May

 Andrew Martin

 /s/
 Michael McConnell

 May

 Michael McConnell