UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

(Amendment
No. 1)



(Mark
One)



|[X]  | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|---- | --------------------------------------------------------------------------------------------
|     |                                                                                             
|     | For
    the fiscal year ended December 31, 2019.                                            
|     |                                                                                             
|[  ] | 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



POWERFLEET,
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.)



|123
    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:



|Common
    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



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



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



Indicate
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 [X] No [  ]



Indicate
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 [X] No [  ]



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



|Large
    accelerated filer [  ] | Accelerated
    filer [  ]       
|-------------------------------- | ---------------------------------
|                                 |                                  
|Non-accelerated
    filer [X]    | Smaller
    reporting company [X]
|                                 |                                  
|                                 | 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. [  ]



Indicate
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. [  ]



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



The
aggregate market value of the registrant’s common stock, par value $0.01 per share (“Common Stock”), held by
non-affiliates, computed by reference to the price at which the Common Stock was last sold as of June 30, 2019, the last business
day of the registrant’s most recently completed second fiscal quarter, was approximately $74.5 million.



The
number of shares of the registrant’s Common Stock outstanding as of April 27, 2020, was 29,898,465 shares.



DOCUMENTS
INCORPORATED BY REFERENCE



None.


















explanatory
note



This
Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) amends the Annual Report on Form 10-K for the fiscal year
ended December 31, 2019 (the “2019 Annual Report”) of PowerFleet, Inc. with the Securities and Exchange Commission
(the “SEC”) on April 8, 2020. In this Amendment No. 1, unless the context indicates otherwise, the designations “PowerFleet,”
the “Company,” “we,” “us” or “our” refer to PowerFleet, Inc. and its subsidiaries.



This
Amendment No. 1 is being filed solely to include the information required by 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” and Item 14 - “Principal Accountant Fees and Services” of Part III of Form 10-K.
The reference on the cover page of the 2019 Annual Report to the incorporation by reference of portions of our definitive proxy
statement into Part III of the 2019 Annual Report is hereby deleted. Items 10, 11, 13 and 14 of Part III of the 2019 Annual Report
are amended and restated in their entirety and Item 12 of Part III of the 2019 Annual Report is supplemented as set forth in this
Amendment No. 1. In addition, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), we are including with this Amendment No. 1 certain currently dated certifications. Because no financial statements
have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items
307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. We are not including the certifications
under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment No. 1.



Except
as described above, no other amendments are being made to the 2019 Annual Report. This Amendment No. 1 does not reflect events
occurring after the April 8, 2020 filing of the 2019 Annual Report or modify or update the disclosure contained in the 2019 Annual
Report in any way other than as required to reflect the amendments discussed above and reflected below. Accordingly, this Amendment
No. 1 should be read in conjunction with the 2019 Annual Report and our other filings with the SEC.











POWERFLEET,
INC.



TABLE
OF CONTENTS



|             |                                                                                                | Page
|------------ | ---------------------------------------------------------------------------------------------- | ----
|PART III.    |                                                                                               
|Item
    10. | Directors, Executive Officers and Corporate Governance                                         | 1   
|Item
    11. | Executive Compensation                                                                         | 5   
|Item
    12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 18  
|Item
    13. | Certain Relationships and Related Transactions, and Director Independence                      | 20  
|Item
    14. | Principal Accounting Fees and Services                                                         | 21  
|             |                                                                                                |     
|PART IV.     |                                                                                               
|Item
    15. | Exhibits, Financial Statement Schedules                                                        | 22  











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 the directors and executive officers of the Company as of April 27, 2020, as well
as the position(s) and office(s) with the Company 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
    AND DIRECTOR NOMINEES:                               |  |     |  |                                                               
|Chris
    Wolfe                                                    |  | 62  |  | Chief
    Executive Officer and Director                      
|Anders
    Bjork                                                   |  | 46  |  | Director                                                      
|Michael
    Brodsky                                                |  | 52  |  | Director
    and Chairman of the Board of Directors           
|Michael
    Casey                                                  |  | 56  |  | Director                                                      
|Charles
    Frumberg                                               |  | 64  |  | Director                                                      
|John
    Hunt                                                      |  | 54  |  | Director                                                      
|David
    Mahlab                                                   |  | 63  |  | Director                                                      
|EXECUTIVE
    OFFICERS WHO ARE NOT DIRECTORS OR DIRECTOR NOMINEES: |  |     |  |                                                               
|Ned
    Mavrommatis                                                |  | 49  |  | Chief
    Financial Officer, Treasurer and Corporate Secretary



Directors



Chris
Wolfe. Mr. Wolfe has served as our Chief Executive Officer since December 2016, as a director of the Company since June 2017
and as a director of the Company’s wholly owned subsidiary, Pointer Telocation Ltd. (“Pointer”), since October
2019. Mr. Wolfe previously served as our Chief Product Officer from August 2016 to December 2016 and as a strategy consultant
for the Company from February 2016 to July 2016. From 2000 to 2005, Mr. Wolfe served as the President of Qualcomm Wireless Business
Solutions, a division of Qualcomm Incorporated, a Nasdaq-listed company which provides wireless communications products and services.
After leaving Qualcomm, Mr. Wolfe founded Americans for Energy Independence, a public awareness non-profit organization, which
later merged into the Apollo Alliance. Mr. Wolfe has degrees in Data Processing, Business Management and Technical Education from
the University of Akron. He has attended Stanford’s Executive Course and several MBA-level accounting and finance courses
at Kent State University and Cleveland State.



Mr.
Wolfe’s qualifications to serve on our board of directors (the “Board”) include his years of experience as an
executive in the wireless technology and data solutions sector. In addition, Mr. Wolfe’s role as the Chief Executive Officer
of the Company and former role as Chief Product Officer of the Company provides the Board with invaluable insight into the management
and daily operations of the Company.



Anders
Bjork.Mr. Bjork has served as a director of the Company and of Pointer since October 2019. Since February 2017, Mr. Bjork
has been a Partner at ABRY Partners, a private equity investment firm. Prior to joining ABRY Partners, he was a Principal at Fir
Tree Partners, a private investment firm, from May 2014 to February 2017. He has also worked for private investment firms Guggenheim
Partners and VSS and previously led corporate development at information services company IHS Markit. Mr. Bjork holds a B.S.,
with honors, from the University of Denver, an M.S.F. from the Daniels College of Business at the University of Denver, and an
M.B.A. from the Wharton School at the University of Pennsylvania.



With
Mr. Bjork’s many years of experience as an investment professional, he brings significant financial and capital markets
expertise as well as a professional investor’s perspective to the Board. Mr. Bjork also possesses management experience
through the leadership roles he has held at various investment firms and at a global information services company. We believe
Mr. Bjork’s expertise in finance and capital markets and his business and management experience enable him to be an effective
contributing member of the Board.



1







Michael
Brodsky. Mr. Brodsky has served as a director of the Company since June 2014, as Chairman of the Board since December 2016
and as a director of Pointer since October 2019. Previously, Mr. Brodsky was the Lead Director of the Board from June 2014 until
December 2016. Mr. Brodsky is the Managing Partner of Vajra Asset Management, LLC, an investment firm. Mr. Brodsky has served
as the Chairman of the Board of Determine, Inc. (Nasdaq: DTRM), a provider of contract management, procurement and sourcing software
that is headquartered in Carmel, Indiana, since August 2013 until its sale in April 2019. He served on its board of directors
from October 2010 until April 2019 and served as its Chief Executive Officer from August 2013 until December 2013. He also served
as the Chairman of the Board of Trans World Corporation (OTCQB: TWOC), an owner and operator of hotels and casinos throughout
Europe that is headquartered in New York City, from June 2014 until its sale in March 2018 and as a director from September 2013
until March 2018. Since June 2012, he has served on the board of directors of Genesis Land Development Corporation (TSX: GDC),
a residential land developer and homebuilder based in Calgary, Canada. Mr. Brodsky also served on the board of directors of Los
Angeles-based Spark Networks, Inc. (AMEX: LOV), a collection of niche-oriented community websites, from November 2015 until its
sale in November 2017. From February 2015 until its sale in July 2015, Mr. Brodsky also served on the board of directors of JPS
Industries, Inc. (formerly OTCPK: JPST), a manufacturer of urethane film, sheet, tubing, and other highly-engineered components
which is headquartered in Greenville, South Carolina. From February 2013 until July 2014, he was a member of the board of directors
of AltiGen Communications, Inc. (OTCPK: ATGN), a provider of Voice over Internet Protocol (VoIP) phone systems and call center
solutions based in San Jose, California. Previously, he was a member of the board of directors and served as the President, Chief
Executive Officer and Executive Chairman of Youbet.com, Inc. (formerly Nasdaq: UBET), an online horse racing wagering provider
based in Woodland Hills, California. Following the June 2010 acquisition of Youbet.com, Inc. by Churchill Downs Incorporated (Nasdaq:
CHDN), an industry-leading racing, gaming and online entertainment company headquartered in Louisville, Kentucky, Mr. Brodsky
served on the board of directors of Churchill Downs until April 2012. From 2005 to 2011, Mr. Brodsky was the managing partner
of New World Opportunity Partners, LLC, an investment firm.



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 the Board.



Michael
Casey.Mr. Casey has served as a director of the Company since September 2016 and as a director of Pointer since October 2019.
Mr. Casey served on the board of directors and as a member of the nominating/corporate governance committee and as chairperson
of the audit committee for Determine, Inc. from 2010 until its acquisition in April 2019 and has served as the Chairman of the
Board of Determine, Inc. since April 2019. Mr. Casey also serves on the board of directors of Revegy, Inc., a privately held software
business. Since 2006, Mr. Casey has been a partner at TechCXO, LLC, a professional services firm that provides financial, strategic
and operational consulting services to businesses in the technology industry. Mr. Casey’s prior experience includes having
served as chief financial officer for MAPICS, Inc., a publicly traded provider of enterprise resource planning software for the
discrete manufacturing industries. Previously, Mr. Casey served as executive vice president, chief financial and administrative
officer of iXL Enterprises, Inc., a publicly traded professional services firm, chief financial officer of Manhattan Associates,
Inc., a publicly traded provider of supply chain execution solutions, and chief financial officer of IQ Software Corporation,
a publicly traded provider of business intelligence software. Mr. Casey began his career as a CPA with Arthur Andersen & Co.
and holds a B.B.A. degree in accounting from The University of Georgia.



Mr.
Casey possesses extensive business, operating and executive expertise. Mr. Casey’s experience includes more than twelve
years of service as the chief financial officer of several publicly traded software and services companies. In addition, Mr. Casey
has served in various executive management roles, including as chief financial officer and chief operating officer, and as an
advisor for software businesses in the asset performance management, supply chain and business intelligence and analytics sectors.
We believe Mr. Casey’s management and leadership skills and experience with software businesses enable him to be an effective
contributing member of the Board.



Charles
Frumberg.Mr. Frumberg has served as a director of the Company since July 2018 and as a director of Pointer since October
2019. Mr. Frumberg has been the Managing Member of Emancipation Capital, a technology-focused group of funds, since its inception
in 2003. Before founding Emancipation Capital, Mr. Frumberg served as Co-Head of Equities at SG Cowen Securities Corp. (“SG
Cowen”), a leading technology and healthcare investment bank, and was a member of SG Cowen’s merchant banking and
venture committees. Previously, Mr. Frumberg led U.S. Research and served as Co-Head of Global Research at UBS Securities, an
investment bank, and served on its management and merchant banking committees. Mr. Frumberg has served as a member of the board
of directors of multiple public and private technology companies. Mr. Frumberg earned a B.S. degree in economics at New York University
and attended New York University’s Stern School of Business as part of its B.S./MBA program.



Mr.
Frumberg possesses extensive business, operating and executive expertise. Having served on the boards of many technology companies,
Mr. Frumberg has extensive industry and technology expertise. As the managing member of Emancipation Capital and through his executive
roles as various investment banks, Mr. Frumberg also possesses significant financial and capital markets experience. We believe
Mr. Frumberg’s management skills and experience with technology companies and investment banks enable him to be an effective
contributing member of the Board.



John
Hunt.Mr. Hunt has served as a director of the Company and of Pointer since October 2019. Mr. Hunt has been Managing Partner
at ABRY Partners, a private equity investment firm, since 2017 and a Partner at ABRY Partners since 2004. Mr. Hunt serves as the
portfolio manager of ABRY’s senior equity funds and heads ABRY’s middle market buyout fund. Prior to joining ABRY
Partners, Mr. Hunt was a General Partner at Boston Ventures Management, a media and communications-focused private equity fund.
Mr. Hunt also serves on the board of numerous private companies. He is a graduate of the University of Massachusetts Amherst.



With
decades of experience as an investment professional, Mr. Hunt brings significant financial and capital markets expertise as well
as a professional investor’s perspective to the Board. Mr. Hunt also brings substantial management experience through his
leadership positions with ABRY Partners. We believe Mr. Hunt’s expertise in finance and capital markets and his business
and management experience enable him to be an effective contributing member of the Board.



2







David
Mahlab. Mr. Mahlab has served as a director of the Company and a director of the Company’s wholly owned subsidiaries,
PowerFleet Israel Ltd. (“PowerFleet Israel”) and Pointer, since October 2019. Mr. Mahlab previously served as Chief
Executive Officer International of the Company from October 2019 until January 2020, as the President and Chief Executive Officer
of Pointer Telocation Ltd. (“Pointer”) from February 1, 2011 until its acquisition by the Company in October 2019
and as the Chief Executive Officer International of Pointer from October 2019 until January 2020. Mr. Mahlab is the co-founder
of Scopus Video Networks, a provider of digital video networking products, where he served as both its Chief Executive Officer
from 1995 until January 2007 and the chairman of its board of directors from January 2007 until March 2009. Mr. Mahlab holds a
BSc. and a MSc. in Electrical Engineering from the Technion-Israel Institute of Technology, an MBA from Tel Aviv University and
LLB from Tel Aviv University.



Mr.
Mahlab possesses over twenty years of experience serving as the chief executive of companies in the telematics and telecommunications
technology sectors. In particular, as the former President and Chief Executive Officer of Pointer, Mr. Mahlab brings a unique
perspective, including insight into Pointer’s operations, to the Board. We believe Mr. Mahlab’s management experience
and industry expertise enable him to be an effective contributing member of the Board.



Executive
Officers



Chris
Wolfe. See narrative description under the caption “Directors” above.



Ned
Mavrommatis. Mr. Mavrommatis has served as our Chief Financial Officer since joining us in August 1999, as our Treasurer since
June 2001 and as our Corporate Secretary since November 2003. Mr. Mavrommatis also serves on the board of directors of PowerFleet
Israel and is the Managing Director of our wholly owned subsidiaries, PowerFleet GmbH and PowerFleet Systems Ltd. In addition,
Mr. Mavrommatis currently serves on the board of directors of Duos Technologies Group, Inc. (Nasdaq: DUOT), a provider of intelligent
analytical technology solutions. Prior to joining us, Mr. Mavrommatis worked in public accounting at the firm of Eisner LLP (currently
known as EisnerAmper LLP). Mr. Mavrommatis received a Master of Business Administration in finance from New York University’s
Leonard Stern School of Business and a Bachelor of Business Administration in accounting from Bernard M. Baruch College, The City
University of New York. Mr. Mavrommatis is also a Certified Public Accountant.



Bankruptcies



Other
than as set forth below, during the past ten years, a petition under the federal bankruptcy laws or any state insolvency law has
not been filed by or against, or a receiver, fiscal agent or similar officer has not been appointed by a court for the business
or property of any of our directors or executive officers, or any partnership in which he was a general partner at or within two
years before the time of such filing, or any corporation or business association of which he was an executive officer at or within
two years before the time of such filing. Mr. Brodsky served as the Co-Chief Executive Officer of Federated Sports & Gaming
Inc. (“Federated”) and Federated Heartland, Inc. (“Federated Heartland”) from October 2010 until his resignation
from Federated and Federated Heartland, effective March 1, 2012. On February 28, 2012, each of Federated and Federated Heartland
filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court
for the District of Maryland.



Board
Composition



On
October 3, 2019, we completed the transactions (the “Transactions”) contemplated by the Agreement and Plan of Merger,
dated as of March 13, 2019 (the “Merger Agreement”), by and among I.D. Systems, Inc. (“I.D. Systems”),
the Company, Pointer, PowerFleet Israel Ltd. (f/k/a Powerfleet Israel Holding Company Ltd.) and Powerfleet Israel Acquisition
Company Ltd., and the Investment and Transaction Agreement, dated as of March 13, 2019, as amended by Amendment No. 1 thereto
dated as of May 16, 2019, Amendment No. 2 thereto dated as of June 27, 2019 and Amendment No. 3 thereto dated as of October 3,
2019 (the “Investment Agreement”), by and among I.D. Systems, the Company, PowerFleet US Acquisition Inc., and ABRY
Senior Equity V, L.P. (“ASE”), ABRY Senior Equity Co-Investment Fund V, L.P. (“ASECF”) and ABRY Investment
Partnership, L.P. (together with ASE and ASECF, the “Investors”), affiliates of ABRY Partners II, LLC. Pursuant to
the terms of the Investment Agreement, the size of the Board was increased to seven directors and each of our current directors
was appointed to the Board.



3







In
addition, in connection with the completion of the Transactions, we amended and restated our certificate of incorporation (the
“Amended and Restated Certificate of Incorporation”). the Amended and Restated Certificate of Incorporation provides
that so long as shares of Series A Preferred Stock remain outstanding and represent 15% or more, on an as-converted basis, of
the voting power of our common stock, the holders of at least a majority of the outstanding shares of Series A Preferred Stock,
voting as a separate class, will be entitled to elect two directors to the Board (the “Series A Directors”) and any
committee or subcommittee thereof (subject to the application of SEC and Nasdaq independence requirements). So long as any shares
of Series A Preferred Stock remain outstanding and represent less than 15% but not less than 5%, on an as-converted basis, of
the voting power of our common stock, the holders of at least a majority of the outstanding shares of Series A Preferred Stock,
voting as a separate class, will be entitled to elect one Series A Director to the Board. For so long as any shares of Series
A Preferred Stock remain outstanding and there are no Series A Directors on the Board, the holders of at least a majority of the
outstanding shares of Series A Preferred Stock, voting as a separate class, will be entitled to designate one non-voting observer
to attend all meetings of the Board and committees and subcommittees thereof, although the observer may be excluded from executive
sessions of any committee at the discretion of such committee. Mr. Bjork and Mr. Hunt were appointed to the Board by the holders
of our Series A Preferred Stock.



Audit
Committee



The
audit committee of the Board (the “Audit Committee”), which is a separately designated standing audit committee established
in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is
composed of Messrs. Brodsky, Casey and Frumberg, 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.
Casey serves as the audit committee financial expert. Mr. Casey 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 www.powerfleet.com.
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 Annual Report on Form 10-K/A. 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 the Board 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 (ii) 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 the Board.



Code
of Ethics



We
have a code of ethics (the “Code of Ethics”) that applies to our Chief Executive Officer, Chief Executive Officer
International, Chief Financial Officer, Chief Accounting Officer, Controller and Treasurer. A copy of our Code of Ethics can be
found on our website at www.powerfleet.com. The Code of Ethics also is available in print, free of charge, to any stockholder
who requests a copy by writing to the Company 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 the Company, 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.



4







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, 2019, 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 Annual Report on Form 10-K/A as a “Named
Executive Officer:” (i) Chris Wolfe, who served as the Company’s Chief Executive Officer during the fiscal year ended
December 31, 2019, (ii) Ned Mavrommatis, who served as the Company’s Chief Financial Officer during the fiscal year ended
December 31, 2019, and (iii) David Mahlab, who served as the Company’s Chief Executive Officer International during the
fiscal year ended December 31, 2019 since October 3, 2019, the date the Company completed the Transactions. Following the accounting
treatment of the Transactions, I.D. Systems was determined to be the accounting acquirer. As a result, for Messrs. Wolfe and Mavrommatis,
who were executives of I.D. Systems prior to the completion of the Transactions, the following discussion and compensation tables
reflect compensation related to their service with I.D. Systems and the Company during all of 2019. For Mr. Mahlab, who served
as an executive officer of Pointer prior to the completion of the Transactions, the compensation presented includes only compensation
related to his service as an executive of the Company (i.e., from October 3, 2019 through December 31, 2019).



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 2018 annual meeting held on June 14, 2018, 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 salary, are generally fixed and do not vary based on our financial and other performance. Some components,
such as bonus and in some cases, such as our long-term incentive plans adopted in prior years, stock options and stock award grants,
are dependent upon the achievement of certain goals approved by the compensation committee of the Board (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. Incentive bonus compensation is generally linked to the achievement of
financial and business goals (as described in greater detail below), and is intended to reward executive officers for our overall
performance. Stock options and grants of restricted stock 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.



5







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 2018 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 the Company’s business. Effective as of January
1, 2019, the annual base salary of Ned Mavrommatis, our Chief Financial Officer, was increased to $300,000. The Company continues
to focus on pay-for-performance structure, which is discussed below.



Cash
Incentive Bonus Programs.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. Wolfe and Mavrommatis was eligible to receive a cash incentive bonus under our
Executive Incentive Plan (“EIP”) for the fiscal year ended December 31, 2019, which is discussed below. Due to the
timing of Mr. Mahlab’s appointment as an executive officer of the Company, he did not participate in the EIP for 2019 and
received a bonus under Pointer’s historical executive bonus plan.



Executive
Incentive Plan.On January 30, 2019, the Compensation Committee approved the EIP for 2019. The objectives of the EIP are to
align the interests of all employees with the Company’s performance goals. The EIP 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 EIP for 2019, the Company’s performance goals are based on (i) revenue growth and (ii) “adjusted
EBITDA,” which for these purposes is defined as the earnings before interest, taxes, depreciation and amortization, excluding
acquisition-related expenses, foreign currency translation and one-time extraordinary expenses that are approved by the Compensation
Committee. Executives are eligible to be awarded cash bonus compensation based on the Company’s annual and quarterly results
with respect to revenue growth and adjusted EBITDA.



The
Company accrues funds for the EIP over the course of the applicable plan year. The EIP may be modified or terminated by the Compensation
Committee at any time, but incentive awards that have been earned by the participating Named Executive Officers through the date
of termination of the EIP will be payable. In addition, target awards and weightings may be modified by the Compensation Committee
during the plan year based upon a shift in focus or changing industry standards, or any other factors that the Compensation Committee
deems appropriate. The Compensation Committee has the authority to administer the EIP and has the final decision on any discrepancies
in interpretation of the EIP.



Awards
under the EIP are calculated as a percentage of an executive’s base salary and, as noted above, are based upon revenue growth
and adjusted EBITDA. The target award under the EIP for 2019, which is calculated as a percentage of base salary, for Chris Wolfe
was set at 100% of his base salary and for Ned Mavrommatis was set at 75% of his base salary. The maximum aggregate amount of
the Quarterly Bonuses and the Annual Bonus (each, as defined below) for each executive is 300% of the target award for such executive.



6







2019
Quarterly Bonuses. Thirty percent of the executive’s bonus under the EIP for 2019 was based on quarterly revenue and
adjusted EBITDA targets (such portion, the “Quarterly Bonus”). For 2019, for each of the Named Executive Officers
entitled to participate in the EIP, the Company’s quarterly revenues (the “Quarterly Revenues”) were required
to equal or exceed dollar amounts ranging from $11.4 million to $18.3 million and the Company’s quarterly adjusted EBITDA
(the “Quarterly Adjusted EBITDA”) was required to equal or exceed dollar amounts ranging from $(1.6) million to $1.1
million (each, the “Quarterly Target Amount”) in order for the executives to receive their Quarterly Bonus. For each
of the first two quarters of the fiscal year, if the Quarterly Revenues were equal to at least 90% of the respective Quarterly
Target Amount and the Quarterly Adjusted EBITDA was equal to at least 50% of the respective Quarterly Target Amount, the executive
would be entitled to receive 15% of the target award for such executive. If either the Quarterly Revenues for any quarter did
not equal or exceed 90% of the respective Quarterly Target Amount for such quarter or the Quarterly Adjusted EBITDA for any quarter
did not equal or exceed 50% of the respective Quarterly Target Amount for such quarter, the executive would not be entitled to
receive any bonus for such quarter. In the event that both the Quarterly Revenues and the Quarterly Adjusted EBITDA for any quarter
exceeded the Quarterly Target Amount for such quarter, the executives would not be entitled to receive any additional bonus; however,
the cumulative Quarterly Revenues and Quarterly Adjusted EBITDA for all four quarters would be considered for calculating the
Annual Revenues (as defined below) for purposes of determining the Annual Bonus.



Any
Quarterly Bonuses for any fiscal quarter are payable to the executives after completion of the Company’s financial statements
for such quarter. Participants are not entitled to receive an award unless they are employed by the Company at the time the award
is payable by the Company. Based on the Quarterly Revenues and the Quarterly Adjusted EBITDA for each of the quarters during the
fiscal year ended December 31, 2019, each of Chris Wolfe and Ned Mavrommatis received Quarterly Bonuses under the EIP for 2019
in the aggregate amount of $48,750 and $33,750, respectively.



2019
Annual Bonus. Seventy percent of the executive’s bonus under the EIP for 2019 was based on annual revenue and adjusted
EBITDA targets (such portion, the “Annual Bonus”). For 2019, for each of the Named Executive Officers entitled to
participate in the EIP, the Company’s annual revenues (the “Annual Revenues”) were required to equal or exceed
$62.2 million and the Company’s annual adjusted EBITDA (the “Annual Adjusted EBITDA”) was required to equal
or exceed $1.3 million (each, the “Annual Target Amount”) in order for the executives to receive their Annual Bonus.
If the Annual Revenues were equal to 90% of the Annual Target Amount and the Annual Adjusted EBITDA was equal to 50% of the Annual
Target Amount, the executive would be entitled to receive 70% of the target award for such executive. If either the Annual Revenues
did not equal or exceed 90% of the respective Annual Target Amount or the Annual Adjusted EBITDA did not equal or exceed 50% of
the respective Annual Target Amount, the executive would not be entitled to receive any Annual Bonus.



Any
Annual Bonuses are payable to the executives after completion of the Company’s audited financial statements for the applicable
year. Participants are not entitled to receive an award unless they are employed by the Company at the time the award is payable
by the Company. Based on the Annual Revenues and the Annual Adjusted EBITDA for the fiscal year ended December 31, 2019, neither
Chris Wolfe nor Ned Mavrommatis received an Annual Bonus under the EIP for 2019.



Equity
Compensation.We believe that stock options 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,
the Company did not have any program, plan or obligation under which it was 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 the Board, although, as noted, the Compensation Committee and the Board do
consider the recommendations of our Chief Executive Officer in setting the compensation of our other executive officers.



The
number of restricted shares of our common stock and options to purchase our common stock granted to and held by our Named Executive
Officers are set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards” table
below.



Severance
and Change-in-Control Benefits. Except for the severance and change-in-control benefits described below under the captions
“Severance Arrangements” and “Potential Payments Upon Termination or Change in Control,” we do not provide
to any of our executive officers any severance or change in control benefits in the event of termination or retirement, whether
following a change in control or otherwise.



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, except that we pay 100% of the premiums for health and dental insurance of our executive officers and
75% of the premiums for health and dental insurance of our other employees.



Perquisites.Certain of our Named Executive Officers receive an allowance for automobile and related expenses, which amounts are reflected
under column titled “All Other Compensation” in the “Summary Compensation Table” below. 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.



7







Peer
Group



In
making decisions regarding the compensation of our executive officers, the Compensation Committee generally considers compensation
and survey data for similarly situated executives at companies with comparable revenue and market capitalization in the same M2M
industry as the Company. These comparison data are primarily used to gauge the reasonableness and competitiveness of executive
compensation decisions. While the Compensation Committee refers to information with respect to this peer group for purposes of
determining compensation of the executive officers, it does not benchmark compensation for the Named Executive Officers against
the peer group.



We
believe that the compensation practices of our industry, in general, and of our select peer group, in particular, provide useful
information to help us establish compensation practices that allow us to attract, retain, and motivate a highly talented executive
team. We review the levels of cash, equity, and total compensation for comparable executives in our peer group relative to the
elements of compensation paid to our executives. In considering how these data relate to our existing compensation structure,
we take into account our size, performance, and geographic location as compared to these peer companies, as well as what we know
about the comparable scope of responsibilities of our executives versus those of comparable executives at such peer group companies.



Regulatory
Considerations



We
account for the equity compensation expense for our employees under the rules of Financial Accounting Standards Board (FASB) Accounting
Standards Codification (ASC) 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



David
Mahlab entered into an employment agreement with Pointer dated February 2, 2011, which provided Mr. Mahlab with certain severance
and related benefits to be paid upon the termination of his services with Pointer. David Mahlab retired from his role as Chief
Executive Officer International of the Company effective as of January 31, 2020 and in connection with such retirement, the Company
and Pointer entered into a Termination of Employment by Mutual Consent Agreement dated December 11, 2019 with Mr. Mahlab (the
“Termination Agreement”) reflecting the terms and conditions of Mr. Mahlab’s transition from his role and providing
for the termination of employment under Mr. Mahlab’s employment agreement.



The
Company has not entered into employment agreements with Messrs. Wolfe or Mavrommatis, who serve at the discretion of the Board,
with no fixed term of employment.



Severance
Agreements



The
Company is a party to severance agreements with each of Messrs. Wolfe and Mavrommatis, which provide each such executive with
certain severance and change in control benefits upon the occurrence of certain events.



The
severance agreement with Mr. Wolfe provides Mr. Wolfe with certain severance and change in control benefits upon the occurrence
of a “Trigger Event,” which will have occurred if the Company terminates Mr. Wolfe without cause, or upon the occurrence
of a “Change in Control Trigger Event,” which will have occurred if the Company terminates Mr. Wolfe without cause
or Mr. Wolfe resigns for good reason, each within six months following a change in control event (as defined in the severance
agreement). Under the terms of the severance agreement with Mr. Wolfe, subject to Mr. Wolfe’s delivery of a general release
to the Company, Mr. Wolfe is entitled to the following: (i) cash payments either (A) at the rate of Mr. Wolfe’s annual base
salary, in the case of a Trigger Event, or (B) at twice the rate of Mr. Wolfe’s annual base salary, in the event of a Change
in Control Trigger Event, in each case, as in effect immediately prior to such Trigger Event or Change in Control Trigger Event,
as the case may be, for a period of 12 months, made as a series of payments that are payable in accordance with the Company’s
standard payroll practices; (ii) a waiver of any remaining portion of Mr. Wolfe’s healthcare continuation payments under
COBRA for the 12-month severance period, provided that Mr. Wolfe 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 Mr. Wolfe 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 the Company’s equity incentive plans will continue to govern acceleration of vesting in the event of a
change of control as defined in such plan); and (iv) in the event of a Change in Control Trigger Event, a pro rata portion of
any bonus that would have been payable to Mr. Wolfe with respect to the year of termination based on the achievement of predetermined
objectives used to determine the Company’s performance.



8







The
severance agreement with Mr. Mavrommatis provides Mr. Mavrommatis with certain severance and change in control benefits upon the
occurrence of a “Trigger Event,” which will have occurred if the Company terminates Mr. Mavrommatis without cause
or Mr. Mavrommatis resigns for good reason within six months following a change in control event (as defined in the severance
agreement). Under the terms of the severance agreements with Mr. Mavrommatis, subject to Mr. Mavrommatis’s delivery of a
general release to the Company, Mr. Mavrommatis is entitled to the following: (i) cash payments at the rate of his annual base
salary as in effect immediately prior to the Trigger Event for a period of 12 months, made as a series of payments that are payable
in accordance with the Company’s standard payroll practices; (ii) a waiver of any remaining portion of his healthcare continuation
payments under COBRA for the 12-month severance period, provided that Mr. Mavrommatis 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; and (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 the Company’s equity incentive plans will continue to govern acceleration of vesting in
the event of a change of control as defined in such plan).



As
a condition to the Company’s obligations under the severance agreements, each of Messrs. Wolfe and Mavrommatis is required
to execute and deliver to the Company a restrictive covenants agreement containing covenants regarding confidentiality, assignment
of inventions, non-competition and non-solicitation. These restrictive covenants will remain in effect during the applicable severance
period.



On
December 11, 2019, in connection with Mr. Mahlab’s retirement from his role as Chief Executive Officer International of
the Company, the Company and Pointer entered into the Termination Agreement with Mr. Mahlab. The Termination Agreement provides
that during the notice period between January 31, 2020 and June 10, 2021 (the “Notice Period”), Mr. Mahlab will continue
to receive his salary and all benefits to which he is entitled under the terms of his employment agreement. In addition, all unvested
restricted stock, stock options and restricted stock units previously granted to Mr. Mahlab will become fully vested as of January
31, 2020 and all of Mr. Mahlab’s outstanding options will remain exercisable for a period of 30 months following January
31, 2020. In consideration for the benefits under the Termination Agreement, Mr. Mahlab agreed to various provisions, including
a general release of claims against the Company and an agreement to vote all securities he holds in the Company and its subsidiaries
in favor of any sale involving certain subsidiaries of the Company.



9







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, 2019, 2018 and 2017 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
 ($) (3) |         |  | All
                                         Other Compensation ($) (4) |  |        | Total
    ($) | 
|--------------------------------------------- |  | ---- |  |  | -------------- | ------- | --- | ------------------------------------------------------ |  | ------ | ------------------------------------------------------------- |  |  | -------------------------------------------------------------- | --- |  | ---------------------------------------------------------------------------------------- | ------- |  | ----------------------------------------------------------------------- |  | ------ | ------------- | 
|Chris
    Wolfe,                              |  | 2019 |  |  |                | 325,000 |     |                                                        |  | —      |                                                               |  |  | 336,135                                                        |     |  |                                                                                          | 832,880 |  |                                                                         |  | 48,750 |               | 
|Chief
    Executive Officer                   |  | 2018 |  |  |                | 303,125 | (5) |                                                        |  | 46,869 |                                                               |  |  | 525,707                                                        |     |  |                                                                                          | —       |  |                                                                         |  | 43,500 |               | 
|                                              |  | 2017 |  |  |                | 290,000 |     |                                                        |  | —      |                                                               |  |  | —                                                              |     |  |                                                                                          | —       |  |                                                                         |  | 87,000 |               | 
|Ned
    Mavrommatis                           |  | 2019 |  |  |                | 300,000 | (6) |                                                        |  | —      |                                                               |  |  | 220,201                                                        |     |  |                                                                                          | 543,314 |  |                                                                         |  | 33,750 |               | 
|Chief
    Financial Officer,                  |  | 2018 |  |  |                | 283,250 |     |                                                        |  | 26,858 |                                                               |  |  | 400,539                                                        |     |  |                                                                                          | —       |  |                                                                         |  | 28,467 |               | 
|Treasurer
    and Corporate Secretary         |  | 2017 |  |  |                | 283,250 | (7) |                                                        |  | —      |                                                               |  |  | 104,960                                                        | (7) |  |                                                                                          | 105,500 |  |                                                                         |  | 56,933 |               | 
|David
    Mahlab,                             |  | 2019 |  |  |                | 83,037  |     |                                                        |  | —      |                                                               |  |  | 281,584                                                        |     |  |                                                                                          | 484,918 |  |                                                                         |  | —      | (9)           | 
|Chief
    Executive Officer International (8) |  |      |  |  |                |         |     |                                                        |  |        |                                                               |  |  |                                                                |     |  |                                                                                          |         |  |                                                                         |  |        |               | 



(1)
The dollar amount shown under the heading “Bonus” with respect to each of Chris Wolfe and Ned Mavrommatis for
2018 represents discretionary cash bonuses earned for 2018 in the amounts of $46,869 and $26,858, respectively, that were
approved by the Board and paid in 2019.



(2)
The dollar amount 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, 2019, 2018 and 2017 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 2(R) — Summary of Significant Accounting Policies — Stock-based compensation” and
“Note 11 — Stock-Based Compensation” in the notes to our consolidated financial statements contained in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2019.



(3)
The dollar amount shown under the heading “Non-Equity Incentive Plan Compensation” (i) for each of Chris Wolfe
and Ned Mavrommatis for 2019 represents bonus earned for such fiscal year pursuant to the Executive Incentive Plan for 2019,
(ii) for each of Chris Wolfe and Ned Mavrommatis for 2018 represents bonus earned for such fiscal year pursuant to the
Executive Incentive Plan for 2018, and (iii) for each of Chris Wolfe and Ned Mavrommatis for 2017 represents bonus earned for
such fiscal year pursuant to the Executive Incentive Plan for 2017.



(4)
The dollar amounts shown under the heading “All other compensation” represent the incremental cost of all
perquisites and other personal benefits to our Named Executive Officers for automobile allowance and related expenses, health
insurance premiums and, with respect to David Mahlab, payments mandated by Israeli law to advanced education funds,
managers’ insurance and pension funds, vacation pay and recuperation pay (the “Social Benefit Payments”).
The automobile allowance and related expenses for 2019 for each of Ned Mavrommatis and David Mahlab were $13,188 and $11,013,
respectively; the health insurance premiums for 2019 for each of Chris Wolfe and Ned Mavrommatis were $10,776 and $16,215,
respectively; and the Social Benefit Payments for 2019 for David Mahlab were $21,704. The automobile allowance and related
expenses for 2018 for Ned Mavrommatis was $13,188; and the health insurance premiums for 2018 for each of Chris Wolfe and Ned
Mavrommatis were $12,087 and $18,227, respectively. The automobile allowance and related expenses for 2017 for Ned
Mavrommatis was $22,475; and the health insurance premiums for 2017 for each of Chris Wolfe and Ned Mavrommatis were $11,290
and $17,179, respectively.



(5)
Effective as of August 15, 2018, the annual base salary of Chris Wolfe was increased to $325,000.



(6)
Effective as of January 1, 2019, the annual base salary of Ned Mavrommatis was increased to $300,000.



(7)
On February 17, 2017, Ned Mavrommatis elected to reduce his annual base salary for the remainder of 2017 from $283,250 to
$258,466 and, in exchange for such salary reduction, received 4,957 restricted shares of the Company’s common stock.
The incremental value of such 4,957 restricted shares over the $24,785 of reduced salary is reported under the heading
“Stock Awards.”



(8)
David Mahlab was appointed Chief Executive Officer International effective October 3, 2019 and retired from such role
effective as of January 31, 2020. Mr. Mahlab’s base salary and the amounts shown under the heading “All other
compensation” were paid in Israeli shekels and, throughout these compensation tables, Israeli shekels have been
converted to U.S. dollars using the exchange rate on December 31, 2019 ($1 U.S. dollar = 3.4539 Israeli shekels).



(9)
Does not include a bonus in the amount of $276,933 that Mr. Mahlab earned as an executive of Pointer under Pointer’s
executive bonus plan which was adopted prior to the completion of the transactions.



10







Grants
of Plan-Based Awards



The
following table provides certain information with respect to restricted stock awards and options granted to our Named Executive
Officers during the fiscal year ended December 31, 2019.



|                    |  |                |  | Estimated
                                                                                                       Future Payouts Under Non-Equity  Incentive Plan Awards ($)(1) |        |  | Estimated
                                                                                                       Future Payouts
 Under Equity
 Incentive Plan Awards (#) |  |         | All
                                         Other Stock Awards: Number
                                         of Shares
                                         of Stock
                                         or Units |  |  | All
                                         Other Option Awards: Number
                                         of Securities Underlying Options |  |  | Exercise or Base
                                         Price of
                                         Option Awards |   |  | Grant
                                         Date Fair
                                         Value of
                                         Stock and
                                         Option Awards | 
|------------------- |  | -------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------------------------------------------------------------------------------------------------------------------------- | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Name                |  | Grant
    Date |  | Threshold                                                                                                                                                                      |        |  | Target                                                                                                                                                                   |  |         | Maximum                                                                                                                                                                                                                        |  |  | Threshold                                                                                                                                          |  |  | Target                                                                                                                    |   |  | Maximum                                                                                                                                                                                                              | 
|Chris
    Wolfe     |  | 1/7/2019       |  |                                                                                                                                                                                | —      |  |                                                                                                                                                                          |  | —       |                                                                                                                                                                                                                                |  |  | —                                                                                                                                                  |  |  |                                                                                                                           | — |  |                                                                                                                                                                                                                      | 
|                    |  | 1/30/2019      |  |                                                                                                                                                                                | 48,750 |  |                                                                                                                                                                          |  | 325,000 |                                                                                                                                                                                                                                |  |  | 975,000                                                                                                                                            |  |  |                                                                                                                           | — |  |                                                                                                                                                                                                                      | 
|                    |  | 3/13/2019      |  |                                                                                                                                                                                | —      |  |                                                                                                                                                                          |  | —       |                                                                                                                                                                                                                                |  |  | —                                                                                                                                                  |  |  |                                                                                                                           | — |  |                                                                                                                                                                                                                      | 
|                    |  | 10/3/2019      |  |                                                                                                                                                                                | —      |  |                                                                                                                                                                          |  | —       |                                                                                                                                                                                                                                |  |  | —                                                                                                                                                  |  |  |                                                                                                                           | — |  |                                                                                                                                                                                                                      | 
|                    |  | 11/5/2019      |  |                                                                                                                                                                                | —      |  |                                                                                                                                                                          |  | —       |                                                                                                                                                                                                                                |  |  | —                                                                                                                                                  |  |  |                                                                                                                           | — |  |                                                                                                                                                                                                                      | 
|Ned
    Mavrommatis |  | 1/7/2019       |  |                                                                                                                                                                                | —      |  |                                                                                                                                                                          |  | —       |                                                                                                                                                                                                                                |  |  | —                                                                                                                                                  |  |  |                                                                                                                           | — |  |                                                                                                                                                                                                                      | 
|                    |  | 1/30/2019      |  |                                                                                                                                                                                | 33,750 |  |                                                                                                                                                                          |  | 225,000 |                                                                                                                                                                                                                                |  |  | 675,000                                                                                                                                            |  |  |                                                                                                                           | — |  |                                                                                                                                                                                                                      | 
|                    |  | 3/13/2019      |  |                                                                                                                                                                                | —      |  |                                                                                                                                                                          |  | —       |                                                                                                                                                                                                                                |  |  | —                                                                                                                                                  |  |  |                                                                                                                           | — |  |                                                                                                                                                                                                                      | 
|                    |  | 10/3/2019      |  |                                                                                                                                                                                | —      |  |                                                                                                                                                                          |  | —       |                                                                                                                                                                                                                                |  |  | —                                                                                                                                                  |  |  |                                                                                                                           | — |  |                                                                                                                                                                                                                      | 
|                    |  | 11/5/2019      |  |                                                                                                                                                                                | —      |  |                                                                                                                                                                          |  | —       |                                                                                                                                                                                                                                |  |  | —                                                                                                                                                  |  |  |                                                                                                                           | — |  |                                                                                                                                                                                                                      | 
|David
    Mahlab    |  | 11/5/2019      |  |                                                                                                                                                                                | —      |  |                                                                                                                                                                          |  | —       |                                                                                                                                                                                                                                |  |  | —                                                                                                                                                  |  |  |                                                                                                                           | — |  |                                                                                                                                                                                                                      | 



(1)
The information under “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” relates to cash bonuses for
the fiscal year ended December 31, 2019 payable to our named executive officers based on the achievement of quarterly and annual
revenue goals and quarterly and annual “adjusted EBITDA” (which for these purposes is defined as the earnings before
interest, taxes, depreciation and amortization, excluding acquisition-related expenses, foreign currency translation and one-time
extraordinary expenses that are approved by the Compensation Committee) goals for 2019 pursuant to our Executive Incentive
Plan.



(2)
Represents the grant date fair value computed in accordance with ASC 718. For stock awards, the grant date fair value was
calculated based on the closing price of our common stock, as reported on the Nasdaq Global Market on the date of grant. For
a discussion of the assumptions we made in valuing the stock and option awards, see “Note 2(R) — Summary of
Significant Accounting Policies — Stock-based compensation” and “Note 11 — Stock-Based
Compensation” in the notes to our consolidated financial statements contained in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2019.



(3)
Represents restricted shares issued under our 2018 Incentive Plan (the “2018 Plan”). Twenty five percent (25%) of
the restricted shares vest on each of the first, second, third and fourth annual anniversary date of the date of grant
provided that the awardee is an employee of the Company on each such anniversary.



(4)
Represents options to purchase shares of our common stock issued under the 2018 Plan. Twenty five percent (25%) of the
options vest on each of the first, second, third and fourth annual anniversary date of the date of grant provided that the
awardee is an employee of the Company on each such anniversary.



(5)
Represents option to purchase shares of our common stock issued on March 13, 2019, in connection with our entry into the
Transactions, to each of Messrs. Wolfe and Mavrommatis (the “Signing Bonus Options”). These options are issued
under the 2018 Plan, vest upon the attainment of adjusted EBITDA targets for the fiscal years ending December 31, 2020 and
December 31, 2021 and become exercisable 180 days after vesting. Vesting of the options will accelerate in the event of
certain change of control transactions.



(6)
Represents options to purchase shares of our common stock issued on October 3, 2019, in connection with the completion of the
Transactions, to each of Messrs. Wolfe and Mavrommatis (the “Closing Bonus Options”). These options are issued
under the 2018 Plan, vest upon the attainment of adjusted EBITDA targets for the fiscal years ending December 31, 2020 and
December 31, 2021 and become exercisable 180 days after vesting. Vesting of the options will accelerate in the event of
certain change of control transactions.



(7)
Represents restricted shares and options to purchase shares of our common stock issued under the 2018 Plan to Mr. Mahlab.
Pursuant to the terms of the Termination Agreement between the Company and Mr. Mahlab, these restricted shares and options
became fully vested as of January 31, 2020.



11







Stock
Option Exercises and Vesting of Restricted Stock Awards



The
following table provides certain information with respect to options that were exercised and shares of restricted stock that vested
for each of our Named Executive Officers during the fiscal year ended December 31, 2019.



|                |  | Option Awards                            |   |  | Stock Awards                   | 
|--------------- |  | ---------------------------------------- | - |  | ------------------------------ | 
|Name            |  | Number of Share Acquired on Exercise (#) |   |  | Value Realized in Exercise ($) | 
|Chris Wolfe     |  |                                          | — |  |                                | 
|Ned Mavrommatis |  |                                          | — |  |                                | 
|David Mahlab    |  |                                          | — |  |                                | 



|(1) | Represents
    the aggregate dollar value of the shares on the vesting date.
|--- | ----------------------------------------------------------------------------



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, 2019.



Outstanding
Equity Awards at Fiscal Year-End



|                |  | Option Awards                                                       |        |  | Stock Awards                                                          | 
|--------------- |  | ------------------------------------------------------------------- | ------ |  | --------------------------------------------------------------------- | 
|Name            |  | Number of Securities Underlying Unexercised Options (#) Exercisable |        |  | Number of Securities Underlying Unexercised Options (#) Unexercisable | 
|Chris Wolfe     |  |                                                                     | 75,000 |  |                                                                       | 
|                |  |                                                                     | 75,000 |  |                                                                       | 
|                |  |                                                                     | -      |  |                                                                       | 
|                |  |                                                                     | -      |  |                                                                       | 
|                |  |                                                                     | -      |  |                                                                       | 
|                |  |                                                                     | -      |  |                                                                       | 
|Ned Mavrommatis |  |                                                                     | 17,061 |  |                                                                       | 
|                |  |                                                                     | 40,541 |  |                                                                       | 
|                |  |                                                                     | 40,842 |  |                                                                       | 
|                |  |                                                                     | 22,500 |  |                                                                       | 
|                |  |                                                                     | 25,000 |  |                                                                       | 
|                |  |                                                                     | -      |  |                                                                       | 
|                |  |                                                                     | -      |  |                                                                       | 
|                |  |                                                                     | -      |  |                                                                       | 
|                |  |                                                                     | -      |  |                                                                       | 
|David Mahlab    |  |                                                                     | -      |  |                                                                       | 



(1)
 With respect to Messrs. Wolfe and Mavrommatis, represents shares of our restricted common
stock issued under our 2007 Equity Compensation Plan (the “2007 Plan”), 2015 Equity Compensation Plan (the “2015
Plan”) and 2018 Plan. With respect to Mr. Mahlab, represents 47,970 shares of our restricted common stock issued under our
2018 Plan and 66,684 restricted stock units issued under our 2018 Plan in exchange for Pointer restricted stock units upon the
completion of the Transactions.



(2) Calculated
based on $6.51 per share, the closing price per share of our common stock, as reported on the Nasdaq Global Market, on December
31, 2019.



(3) These
option awards vest over a four-year period, such that twenty-five percent (25%) of the award vests each year on the anniversary
of the grant date, provided that the holder is employed by the Company on such date.



12







(4) These
option awards vest upon the attainment of adjusted EBITDA targets for the fiscal years ending December 31, 2020 and December 31,
2021 and become exercisable 180 days after vesting.



(5)
One hundred percent (100%) of these option awards vested on the third anniversary of the grant date, provided that the holder
is employed by the Company 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,” the Company has entered into severance agreements with
Messrs. Wolfe and Mavrommatis. These severance agreements provide for severance payments or other compensation upon the termination
of such executive’s employment or a change in control with respect to the Company. In addition, on December 11, 2019, the
Company entered into the Termination Agreement with Mr. Mahlab which provides for certain payments and other benefits Mr. Mahlab
shall receive in connection with his retirement effective as of January 31, 2020.



Potential
Payments Upon Termination or Change in Control under Equity Compensation Plans



Our
2007 Plan provides that, in the event of a consolidation or merger in which, after completion of any such transaction, our prior
stockholders own less than 50% of the voting shares of the continuing or surviving entity, or in the event of the sale or transfer
of substantially all of our assets, all outstanding options will become exercisable and all restrictions and/or forfeitures with
respect to restricted stock awards and restricted stock units will lapse.



Our
2015 Plan provides that the Compensation Committee may, at the time of the grant of an award, provide for the effect of a “change
in control” on any award, including (i) accelerating or extending the time periods for exercising, vesting in, or realizing
gain from any award, (ii) eliminating or modifying the performance or other conditions of an award, (iii) providing for the cash
settlement of an award for an equivalent cash value, as determined by the Compensation Committee, or (iv) such other modification
or adjustment to an award as the Compensation Committee deems appropriate to maintain and protect the rights and interests of
participants upon or following a change in control. The Compensation Committee may, in its discretion and without the need for
the consent of any recipient of an award, also take one or more of the following actions contingent upon the occurrence of a change
in control: (a) cause any or all outstanding options and stock appreciation rights to become immediately exercisable, in whole
or in part; (b) cause any other awards to become non-forfeitable, in whole or in part; (c) cancel any option or stock appreciation
right in exchange for a substitute option; (d) cancel any award of restricted stock, stock units, performance shares or performance
units in exchange for a similar award of the capital stock of any successor corporation; (e) redeem any restricted stock for cash
and/or other substitute consideration with a value equal to the fair market value of an unrestricted share of our common stock
on the date of the change in control; (f) cancel any option or stock appreciation right in exchange for cash and/or other substitute
consideration based on the value of our common stock on the date of the change in control, and cancel any option or stock appreciation
right without any payment if its exercise price exceeds the value of our common stock on the date of the change in control; (g)
cancel any stock unit or performance units held by a participant affected by the change in control in exchange for cash and/or
other substitute consideration with a value equal to the fair market value per share of common stock on the date of the change
in control, or (h) make such other modifications, adjustments or amendments to outstanding awards as the Compensation Committee
deems necessary or appropriate.



For
purposes of the 2015 Plan, a “change in control” means the occurrence of any of the following events: (i) any person
or group (as such terms are used in Section 13(d) and 14(d) of the Exchange Act, but excluding the Company, its affiliates and
any person holding securities under employee benefit plan or trust of the Company) is or becomes the beneficial owner of securities
of the Company representing 50% or more of either the combined voting power of the Company’s then outstanding securities
or the then outstanding shares of our common stock; (ii) any consolidation or merger of the Company where stockholders of the
Company, immediately prior to such consolidation or merger, would not, immediately after such consolidation or merger, beneficially
own shares representing in the aggregate 50% of more of the combined voting power of the securities of the corporation issuing
cash or securities in the consolidation or merger; or (iii) any sale, lease, exchange or other transfer of all or substantially
all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s
assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by persons in substantially
the same proportion as their ownership of the Company immediately prior to such sale; (iv) the approval by stockholders of the
Company of any plan or proposal for the liquidation or dissolution of the Company; or (v) the members of the Board at the beginning
of any consecutive 24-calendar-month period (the “Incumbent Directors”) cease for any reason other than due to death
to constitute at least a majority of the members of the Board; provided that any member of the Board whose election, or nomination
for election by the Company’s stockholders, was approved or ratified by a vote of at least a majority of the members of
the Board then still in office who were members of the Board at the beginning of such 24-calendar-month period, shall be deemed
to be an Incumbent Director.



13







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 the Company
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 the Company or a corporation owned
directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of
the Company, becomes the beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s
then outstanding voting securities; (ii) during any period of two consecutive years, individuals who at the beginning of such
period constitute the board of directors of the Company and any new director whose election by the board of directors or nomination
for election by the Company’s 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 the Company with
any other corporation, other than a merger or consolidation which would result in the voting securities of the Company 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 the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation; or (iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company’s
assets.



Estimated
Payments Upon Termination or Change in Control



The
following table shows potential payments to the Company’s Named Executive Officers under existing severance agreements,
plans or arrangements in connection with a termination of employment or change in control with respect to the Company. The following
table assumes a December 31, 2019 termination or change in control date and uses the closing price of the Company’s common
stock on the Nasdaq Global Market on December 31, 2019, $6.51. With respect to Mr. Mahlab, the following table reflects the payments
and other benefits due to Mr. Mahlab under the terms of the Termination Agreement. The disclosed amounts are estimates only and
do not necessarily reflect the actual amounts that would be paid to the Named Executive Officer. These actual amounts would only
be known at the time the Named Executive Officers become eligible for payment and would only be payable upon the termination of
employment or change in control.



|Name            |  | Benefit                                                      |  | Non Change-
in-Control Termination (Without 
Cause or for 
Good Reason) 
($) |         |     | Change-in-
Control Termination (Without 
Cause or for 
Good Reason) 
($) |   |         | Change-in-
Control Only 
($) | 
|--------------- |  | ------------------------------------------------------------ |  | ---------------------------------------------------------------------------- | ------- | --- | ------------------------------------------------------------------------ | - | ------- | ---------------------------- | 
|Chris Wolfe     |  | Severance Pay                                                |  | $                                                                            | 325,000 |     |                                                                          | $ | 650,000 |                              | 
|                |  | Exercise of Vested Stock Options Upon Termination            |  | $                                                                            | 28,947  | (1) |                                                                          | $ | 507,589 | (2)                          | 
|                |  | Realization of Restricted Stock Awards Upon Termination      |  | $                                                                            | 154,540 | (3) |                                                                          | $ | 878,941 | (4)                          | 
|                |  | Benefit Continuation                                         |  | $                                                                            | 23,070  |     |                                                                          | $ | 23,070  |                              | 
|Ned Mavrommatis |  | Severance Pay                                                |  | $                                                                            | 300,000 |     |                                                                          | $ | 300,000 |                              | 
|                |  | Exercise of Vested Stock Options Upon Termination            |  | $                                                                            | 28,659  | (1) |                                                                          | $ | 252,618 | (2)                          | 
|                |  | Realization of Restricted Stock Awards Upon Termination      |  | $                                                                            | 132,772 | (3) |                                                                          | $ | 584,995 | (4)                          | 
|                |  | Benefit Continuation                                         |  | $                                                                            | 35,375  |     |                                                                          | $ | 35,375  |                              | 
|David Mahlab    |  | Severance Pay                                                |  | $                                                                            | 332,146 | (5) |                                                                          | $ | 332,146 | (5)                          | 
|                |  | Exercise of Vested Stock Options Upon Termination            |  | $                                                                            | 122,802 | (1) |                                                                          | $ | 122,802 | (1)                          | 
|                |  | Realization of Restricted Stock Awards Upon Termination      |  | $                                                                            | 312,285 | (3) |                                                                          | $ | 312,285 | (3)                          | 
|                |  | Realization of Restricted Stock Unit Awards Upon Termination |  | $                                                                            | 434,113 | (6) |                                                                          | $ | 434,113 | (6)                          | 
|                |  | Benefit Continuation                                         |  | $                                                                            | 86,817  | (7) |                                                                          | $ | 86,817  | (7)                          | 



(1) Pursuant
to the option award agreements entered into between the Company and each Named Executive Officer, options that have vested as
of the date of termination of employment generally are exercisable for a period of three months following the date of termination
(or 365 days, in the case of termination of employment resulting from death or disability), except that, pursuant to the terms
of the Termination Agreement with Mr. Mahlab, all of Mr. Mahlab’s outstanding options will remain exercisable for a period
of 30 months following January 31, 2020, the effective date of his termination. Moreover, the terms of the severance agreements
entered into between the Company and each of Messrs. Wolfe and Mavrommatis generally provide for accelerated vesting of a portion
of the unvested options held by the individual upon the occurrence of a “trigger event” (as defined in such severance
agreements) or a “change in control trigger event” (as defined in Mr. Wolfe’s severance agreement). With respect
to Mr. Mahlab, the Termination Agreement provides that all unvested stock options previously granted to Mr. Mahlab will become
fully vested as of the effective date of his termination. Thus, the amounts reported in the table assume the exercise of any such
stock options held by the Named Executive Officers at December 31, 2019 that were in-the-money as of such date.



14







(2) The
2007 Plan provides that all outstanding options will become exercisable upon a change in control (as defined in the 2007 Plan).
The 2015 Plan provides that upon or in anticipation of any change in control (as defined in the 2015 Plan), the Compensation Committee
has the discretion to accelerate the vesting of any outstanding options. The 2018 Plan provides that in the event of a change
in control (as defined in the 2018 Plan), option will vest if the employee or service provider is terminated other than for cause
within one year of a change in control or leaves for good reason. With respect to the Signing Bonus Options and the Closing Bonus
Options, the vesting of such options will accelerate in the event of a change of control of the Company involving a valuation
implying a price per share of our common stock of at least $9. Thus, the amounts reported in the table assume the exercise of
any outstanding stock options held by Messrs. Wolfe and Mavrommatis at December 31, 2019 that were in-the-money as of such date,
and that (i) with respect to option awards issued under the 2015 Plan, the Compensation Committee decided to accelerate the vesting
of such outstanding options upon a change in control, (ii) with respect to option awards issued under the 2018 Plan, Messrs. Wolfe
and Mavrommatis were terminated other than for cause within one year of a change in control or left for good reason, (iii) with
respect to the Signing Bonus Options and the Closing Bonus Options, the change of control involved a valuation implying a price
per share of our common stock of at least $9.



(3) The
terms of the severance agreements entered into between the Company and each of Messrs. Wolfe and Mavrommatis generally provide
for accelerated vesting of a portion of the unvested restricted shares held by the individual upon the occurrence of a “trigger
event” (as defined in such severance agreements) or a “change in control trigger event” (as defined in Mr. Wolfe’s
severance agreement). The Termination Agreement with Mr. Mahlab provides that all unvested restricted stock previously granted
to Mr. Mahlab will become fully vested as of the effective date of his termination.



(4) The
2007 Plan provides that all outstanding restricted stock awards will become fully vested upon a change in control (as defined
in the 2007 Plan). The 2015 Plan provides that upon or in anticipation of any change in control (as defined in the 2015 Plan),
the Compensation Committee has the discretion to accelerate the vesting of any outstanding restricted stock awards. The 2018 Plan
provides that in the event of a change in control (as defined in the 2018 Plan), restricted stock will vest if the employee or
service provider is terminated other than for cause within one year of a change in control or leaves for good reason. The amounts
reported in the table assume that, with respect to restricted stock awards issued under the 2015 Plan, the Compensation Committee
decided to accelerate the vesting of such outstanding restricted stock upon a change in control and that, with respect to restricted
stock awards issued under the 2018 Plan, Messrs. Wolfe and Mavrommatis were terminated other than for cause within one year of
a change in control or left for good reason.



(5) Under
the terms of the Termination Agreement with Mr. Mahlab, Mr. Mahlab is entitled monthly payments at the rate of his annual base
salary for a twelve-month period beginning on January 31, 2020.



(6) The
Termination Agreement with Mr. Mahlab provides that all unvested restricted stock units previously granted to Mr. Mahlab will
become fully vested as of the effective date of his termination.



(7) Under
the terms of the Termination Agreement with Mr. Mahlab, Mr. Mahlab is entitled to receive full contribution to pension fund, study
fund, and all other regular payments and benefits (including the company car) that he was entitled to receive during his employment
for a twelve-month period beginning on January 31, 2020. The amounts reported in the table assume a monthly payment of $7,235
for such benefits, which represents the average monthly payment the Company made for such benefits in 2019.



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 and/or Board committee meetings or other activities on our behalf.



Employee
Directors



Directors
who are current officers or employees of the Company or any subsidiary of the Company do not receive any additional compensation
for their service as members of either the Board or any committees of the Board.



15







Non-Employee
Directors



On
August 1, 2017, the Board 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 the non-employee directors elected to be paid his retainer
for 2019 in restricted shares of our common stock. With respect to restricted stock awards, the number of shares issuable was
calculated based on the average of the reported closing price per share of our common stock on the Nasdaq Global Market over a
twenty (20) consecutive trading day period prior to approval by the Board of such grants.



The
Chairman of the Board and the chairperson of each of the committees of the Board 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 the Board 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. In addition, if during the
year, any director attends, in person or by telephone, more than eight meetings of the Board and/or any committee thereof, in
the aggregate, such director will be entitled to receive for each additional meeting attended in person or by telephone a payment
of $1,000 or $500; however, the directors maintain discretion to waive, and have on occasion agreed to waive, those additional
meeting fees. Each of the non-employee directors elected to be paid his supplemental retainer in 2019 in restricted shares of
our common stock.



Our
non-employee directors are entitled to participate in the Company’s 2018 Plan. Non-employee directors are eligible to be
awarded non-qualified stock options, shares of restricted stock, stock appreciation rights and other awards under the 2018 Plan.
A recipient of restricted stock under the 2018 Plan is entitled to vote such shares and would be entitled to dividends, if any,
paid on such shares, but is not entitled to dispose of such shares until they have vested in accordance with the terms of the
applicable award.



During
the fiscal year ended December 31, 2019, each of Kenneth Brakebill, Michael Brodsky, Michael Casey, Christopher Formant and Charles
Frumberg was awarded an aggregate of 24,185, 29,060, 25,685, 24,560 and 22,310 restricted shares of common stock, respectively,
in consideration for his services as a director of the Company. All of these awards were made pursuant to the 2018 Plan. Each
of the restricted stock awards granted to Messrs. Brakebill, Brodsky, Casey, Formant and Frumberg were granted on June 27, 2019.
All such restricted stock awards vest as to 100% of such shares on the first anniversary of the date of grant, provided that the
non-employee director is then serving as a director of the Company. Due to the timing of when Anders Bjork and John Hunt joined
the Board, they did not receive any compensation for their service as directors during the fiscal year ended December 31, 2019.



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, 2019.



|Name                |  | Fees Earned or
Paid in Cash
 ($)(1)(3)(4) |        |  | Stock Awards ($)(2)(3)(4) |   |        | Option Awards ($)(5) |  |  | Total ($) | 
|------------------- |  | ----------------------------------------- | ------ |  | ------------------------- | - | ------ | -------------------- |  |  | --------- | 
|Anders Bjork(6)     |  |                                           | -      |  |                           |   | -      |                      |  |  | -         | 
|Kenneth Brakebill   |  | $                                         | 69,000 |  |                           | $ | 64,681 |                      |  |  | -         | 
|Michael Brodsky     |  | $                                         | 95,000 |  |                           | $ | 64,681 |                      |  |  | -         | 
|Michael Casey       |  | $                                         | 77,000 |  |                           | $ | 64,681 |                      |  |  | -         | 
|Christopher Formant |  | $                                         | 71,000 |  |                           | $ | 64,681 |                      |  |  | -         | 
|Charles Frumberg    |  | $                                         | 59,000 |  |                           | $ | 64,681 |                      |  |  | -         | 
|John Hunt(6)        |  |                                           | -      |  |                           |   | -      |                      |  |  | -         | 



|(1) | The
                                         amount under this column with respect to each of Kenneth Brakebill, Michael Brodsky,
                                         Michael Casey, Christopher Formant and Charles Frumberg reflects the dollar amount of
                                         fees for which such non-employee director elected to be paid in restricted shares of
                                         our common stock in lieu of cash, which shares were issued under the 2018 Plan on June
                                         27, 2019. The number of restricted shares issued to each such non-employee director in
                                         lieu of cash was calculated based on the average of the reported closing price per share
                                         of our common stock on the Nasdaq Global Market over a twenty (20) consecutive trading
                                         day period prior to approval by the Board of such grants. Messrs. Brakebill, Brodsky,
                                         Casey, Formant and Frumberg were granted 12,936, 17,811, 14,436, 13,311 and 11,061 restricted
                                         shares of our common stock, respectively, in lieu of cash, the aggregate grant date fair
                                         value of which, computed in accordance with ASC 718, disregarding any service-based vesting
                                         conditions, is $74,383, $102,411, $83,007, $76,539 and $63,603, respectively.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(2) | The
                                         amounts under this column reflect the sum of the aggregate grant date fair value of 11,249
                                         restricted shares of our common stock granted to each of Kenneth Brakebill, Michael Brodsky,
                                         Michael Casey, Christopher Formant and Charles Frumberg under the 2018 Plan on June 27,
                                         2019, 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 2(R) — Summary of Significant Accounting Policies — Stock-based
                                         compensation” and “Note 11 — Stock-Based Compensation” in the
                                         notes to our consolidated financial statements contained in our Annual Report on Form
                                         10-K for the fiscal year ended December 31, 2019. 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.”                                                                                                                                                                                          



16







|(3) | Each
                                         of the restricted stock awards granted to Messrs. Brakebill, Brodsky, Casey, Formant
                                         and Frumberg will vest in full on June 27, 2020, provided that such non-employee director
                                         is then serving as a director of the Company on such date. As Kenneth Brakebill and Christopher
                                         Formant resigned as directors of the Company upon the completion of the Transactions
                                         on October 3, 2019, Messrs. Brakebill and Formant forfeited 17,758 shares and 18,033
                                         shares of their restricted stock awards, respectively, representing a pro rata portion
                                         of such awards
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(4) | At
                                         December 31, 2019, Michael Brodsky held 29,060 shares of unvested restricted stock, Michael
                                         Casey held 25,685 shares of unvested restricted stock, Charles Frumberg held 22,310 shares
                                         of unvested restricted stock, and neither Anders Bjork nor John Hunt held any shares
                                         of unvested restricted stock. As Kenneth Brakebill and Christopher Formant resigned as
                                         directors of the Company prior to December 31, 2019, they did not hold any shares of
                                         unvested restricted stock at December 31, 2019.                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(5) | At
                                         December 31, 2019, each of Kenneth Brakebill, Michael Casey and Charles Frumberg held
                                         options to purchase 45,000 shares of our common stock, Michael Brodsky held options to
                                         purchase 95,000 shares of our common stock, and Christopher Formant held options to purchase
                                         11,250 shares of our common stock. Neither Anders Bjork nor John Hunt held any options
                                         to purchase shares of our common stock at December 31, 2019.                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(6) | Due
                                         to the timing of when Anders Bjork and John Hunt joined the Board, they did not receive
                                         any compensation for their service as directors during the fiscal year ended December
                                         31, 2019.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



17







Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters



Security
Ownership of Certain Beneficial Owners and Management



The
following table sets forth information regarding ownership of shares of our common stock as of April 27, 2020 by:



| | ● | each
    stockholder known by us to own beneficially more than 5% of our outstanding common stock;                                                                                                                  
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | each
    of our executive officers named in the “Summary Compensation Table” in this Annual Report on Form 10-K/A (these
    executive officers are sometimes referred to herein as the “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 April 27, 2020, 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 April 27, 2020 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 Annual
Report on Form 10-K/A, “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 29,898,465 shares of our common stock outstanding
as of April 27, 2020. 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 the Company to beneficially own more than 5% of the
Company’s outstanding common stock was based on a review of all statements filed with the SEC with respect to the Company
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:                                                                                              |  |                                                      |           |      |                                                       | 
|ABRY Senior Equity Holdings V, LLC c/o ABRY Partners II, LLC 888 Boylston Street, Suite 1600 Boston, MA 02199 |  |                                                      | 7,071,911 | (2)  |                                                       | 
|The Phoenix Holding Ltd. Derech Hashalom 53 Givataim, 53454, Israel                                           |  |                                                      | 2,790,277 | (3)  |                                                       | 
|Cannell Capital LLC 245 Meriwether Circle Alta, WY 83414                                                      |  |                                                      | 2,762,836 | (4)  |                                                       | 
|Emancipation Management LLC 299 Park Avenue, 21st Floor New York, New York 10171                              |  |                                                      | 1,543,936 | (5)  |                                                       | 
|Executive Officers:                                                                                           |  |                                                      |           |      |                                                       | 
|Chris Wolfe                                                                                                   |  |                                                      | 437,555   | (6)  |                                                       | 
|Ned Mavrommatis                                                                                               |  |                                                      | 405,855   | (7)  |                                                       | 
|Directors                                                                                                     |  |                                                      |           |      |                                                       | 
|Anders Bjork                                                                                                  |  |                                                      | -         |      |                                                       | 
|Michael Brodsky                                                                                               |  |                                                      | 306,059   | (8)  |                                                       | 
|Michael Casey                                                                                                 |  |                                                      | 124,783   | (9)  |                                                       | 
|Charles Frumberg                                                                                              |  |                                                      | 1,555,186 | (10) |                                                       | 
|John Hunt                                                                                                     |  |                                                      | -         |      |                                                       | 
|David Mahlab                                                                                                  |  |                                                      | 682,943   | (11) |                                                       | 
|All directors and executive officers as a group (eight individuals)                                           |  |                                                      | 3,512,381 | (12) |                                                       | 



18












*
Represents less than 1% of the outstanding shares of our common stock.



|(1)  | Ownership
                                         percentages are based on 29,898,465 shares of common stock of the Company outstanding
                                         as of April 27, 2020.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(2)  | Based
                                         on information contained in Amendment No. 1 to Schedule 13D filed with the SEC on January
                                         9, 2020 and a Form 4 filed on April 1, 2020, ABRY Senior Equity Holdings V, LLC, a Delaware
                                         limited liability company (“ASEH”), beneficially owns an aggregate of 7,071,911
                                         shares of the Company’s common stock issuable upon conversion of shares of Series
                                         A Preferred Stock held directly by ASE and ASECF, with shared voting and dispositive
                                         power over such shares, and ASE beneficially owns an aggregate of 5,934,748 shares of
                                         the Company’s common stock issuance upon conversion of shares of Series A Preferred
                                         Stock held directly by it, with shared voting and dispositive power over such shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(3)  | Based
                                         on information contained in Amendment No. 1 to Schedule 13G filed with the SEC on February
                                         18, 2020, The Phoenix Holding Ltd. beneficially owns an aggregate of 2,790,277 shares
                                         of the Company’s common stock, with shared voting and dispositive power over these
                                         shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(4)  | Based
                                         on information contained in a Schedule 13G filed with the SEC on February 14, 2020, Cannell
                                         Capital LLC, a Wyoming limited liability company (“Cannell Capital”), and
                                         J. Carlo Cannell, a U.S. citizen who serves as the sole managing member of Cannell Capital,
                                         beneficially own an aggregate of 2,762,836 shares of the Company’s common stock,
                                         with shared voting and dispositive power over these shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(5)  | Based
                                         on information contained in a Schedule 13D filed with the SEC on October 15, 2019 and
                                         a Form 4 filed by Charles Frumberg on March 19, 2020, Emancipation Management LLC, a
                                         New York limited liability company (“Emancipation Management”), Emancipation
                                         Capital Master, Ltd., a Caymans Islands exempted company (“Emancipation Master”),
                                         Emancipation Capital SPV IV LLC, a Delaware limited liability company (“Emancipation
                                         SPV IV”), Emancipation Capital LLC, a Delaware limited liability company (“Emancipation
                                         Capital”), and Charles Frumberg, a U.S. citizen who serves as the managing member
                                         of Emancipation Management and Emancipation Capital, beneficially own an aggregate of
                                         1,502,559shares of the Company’s
                                         common stock, with shared voting and dispositive power over these shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(6)  | This
                                         number includes (i) 190,625 shares of our common stock issuable upon exercise of options
                                         which are currently exercisable or which will become exercisable within 60 days of April
                                         27, 2020; (ii) 12,500 restricted shares of common stock, which vest on August 4, 2020,
                                         provided that Mr. Wolfe is employed by the Company on such date; (iii) 12,500 restricted
                                         shares of common stock, which vest on December 7, 2020, provided that Mr. Wolfe is employed
                                         by the Company on such date; (iv) 35,425 restricted shares of common stock, 50% of which
                                         shares vest on each of February 24, 2021 and February 24, 2022, provided that Mr. Wolfe
                                         is employed by the Company on each such date; (v) 13,112 restricted shares of common
                                         stock, 33 1/3% of which shares vest on each of January 7, 2021, January 7, 2022 and January
                                         7, 2023, provided that Mr. Wolfe is employed by the Company on each such date; (vi) 39,394
                                         restricted shares of common stock, 25% of which shares vest on each of November 5, 2020,
                                         November 5, 2021, November 5, 2022 and November 5, 2023, provided that Mr. Wolfe is employed
                                         by the Company on each such date; and (vii) 61,648 shares of common stock held by
                                         a trust of which Mr. Wolfe is co-trustee and he and his immediate family members are
                                         beneficiaries, over which Mr. Wolfe shares voting and dispositive power.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(7)  | This
                                         number includes (i) 190,944 shares of our common stock issuable upon exercise of options
                                         which are currently exercisable or which will become exercisable within 60 days of April
                                         27, 2020; (ii) 4,167 restricted shares of common stock, which vest on February 17, 2021,
                                         provided that Mr. Mavrommatis is employed by the Company on such date; (iii) 26,990 restricted
                                         shares of common stock, 50% of which shares vest on each of February 24, 2021 and February
                                         24, 2022, provided that Mr. Mavrommatis is employed by the Company on each such date;
                                         (iv) 7,513 restricted shares of common stock, 33 1/3% of which shares vest on each of
                                         January 7, 2021, January 7, 2022 and January 7, 2023, provided that Mr. Mavrommatis is
                                         employed by the Company on each such date; and (v) 27,273 restricted shares of common
                                         stock, 25% of which shares vest on each of November 5, 2020, November 5, 2021, November
                                         5, 2022 and November 5, 2023, provided that Mr. Mavrommatis is employed by the Company
                                         on each such date.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(8)  | This
                                         number includes (i) 29,060 restricted shares of our common stock, which vest on June
                                         27, 2020, provided that Mr. Brodsky is a director of the Company on such date; (ii) 76,000
                                         shares of our common stock held by Vajra Fund I, L.P., of which Mr. Brodsky is the general
                                         partner; and (iii) 82,500 shares of our common stock issuable upon exercise of options
                                         which are currently exercisable or which will become exercisable within 60 days of April
                                         27, 2020.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(9)  | This
                                         number includes (i) 25,685 restricted shares of our common stock, which vest on June
                                         27, 2020, provided that Mr. Casey is a director of the Company on such date; and (ii)
                                         33,750 shares of our common stock issuable upon exercise of options which are currently
                                         exercisable or which will become exercisable within 60 days of April 27, 2020.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(10) | This
                                         number includes (i) 22,310 restricted shares of our common stock, which vest on June
                                         27, 2020, provided that Mr. Frumberg is a director of the Company on such date; (ii)
                                         11,250 shares of our common stock issuable upon exercise of options which are currently
                                         exercisable or which will become exercisable within 60 days of April 27, 2020, and (iii)
                                         1,502,559 shares of our common stock held by Emancipation Master and Emancipation SPV
                                         IV. Emancipation Management serves as the investment manager of Emancipation Master and
                                         Emancipation SPV IV. Emancipation Capital is the managing member of Emancipation SPV
                                         IV. Mr. Frumberg is the managing member of Emancipation Management and Emancipation Capital
                                         and shares voting and dispositive power over the shares held by Emancipation Master and
                                         Emancipation SPV IV.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(11) | This
                                         number includes 191,878 shares of our common stock issuable upon exercise of options
                                         which are currently exercisable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(12) | This
                                         number includes an aggregate of 700,947 shares of our common stock issuable upon exercise
                                         of options which are currently exercisable or which will become exercisable within 60
                                         days of April 27, 2020.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



19







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 the interests of the
Company. 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. Except as described
below, since January 1, 2018, there has not been, nor is there currently proposed, any transaction or series of similar transactions
to which the Company is or was 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 April 27, 2020, our common stock is the Company’s only
class of voting securities.



Investment
and Transaction Agreement



On
March 13, 2019, we entered into the Investment Agreement pursuant to which, on October 3, 2019, we issued and sold to the Investors
(i) 50,000 shares of our Series A Preferred Stock for an aggregate purchase price of $50,000,000, and (ii) convertible unsecured
promissory notes in the aggregate principal amount of $5,000,000 (the “Notes”). The principal amount of, and accrued
interest through the maturity date on, the Notes will convert automatically into Series A Preferred Stock (at the original issuance
price thereof) upon approval by our stockholders in accordance with Nasdaq rules. The Notes bear interest at 10% per annum, will
mature on the third business day before the first anniversary of their issuance date (unless earlier converted) and may be prepaid
in full subject to a prepayment premium. The net proceeds from the issuance and sale of the 50,000 shares of Series A Preferred
Stock were used to fund our acquisition of Pointer. A portion of the proceeds from the Notes were used to pay expenses related
to such acquisition and the remaining proceeds may be used for general corporate purposes. As a result of the issuance of the
shares of Series A Preferred Stock to the Investors, ASE and ASEH became beneficial owners of more than 5% of our outstanding
common stock. As of April 27, 2020, the aggregate amount outstanding under the Notes was $5,291,667.



Director
Independence



Our
Board has determined that, with the exception of Messrs. Wolfe and Mahlab, each of our current directors and Kenneth Brakebill
and Christopher Formant, who served as directors of I.D. Systems until October 3, 2019, satisfies the current “independent
director” standards established by the Nasdaq Rules and, as to the members of the Audit Committee of our Board, the additional
independence requirements under applicable rules and regulations of the SEC. Thus, a majority of the Board is comprised of independent
directors as required by the Nasdaq rules. The Audit Committee of the Board is composed of Messrs. Casey, Brodsky and Frumberg,
each of whom is an independent director in accordance with Nasdaq Rule 5605(c). The Compensation Committee of the Board is composed
of Messrs. Bjork, Casey and Frumberg, each of whom is an independent director in accordance with Nasdaq Rule 5605(d). The Nominating
Committee of the Board is composed of Messrs. Brodsky, Bjork and Frumberg, each of whom is independent in accordance with Nasdaq
Rule 5605(e).



20







Item
14. Principal Accounting Fees and Services



On
November 12, 2019, the Audit Committee appointed the firm of Ernst & Young LLP as our independent registered public accounting
firm to audit our financial statements for the fiscal year ended December 31, 2019. Prior to November 12, 2019, EisnerAmper LLP
served as our independent registered public accounting firm and audited our financial statements for the fiscal year ended December
31, 2018.



Fees
and Services of Independent Registered Certified Public Accounting Firm



Audit
Fees



The
aggregate fees billed by Ernst & Young LLP for professional services rendered for the audit of our annual financial statements
for the fiscal year ended December 31, 2019, statutory and subsidiary audits, consents and assistance with review of documents
filed with the SEC were $942,000. The aggregate fees billed by EisnerAmper LLP for professional services rendered for (i)
the audit of our annual financial statements for the fiscal year ended December 31, 2018, (ii) for the review of the financial
statements included in our Quarterly Reports on Form 10-Q during the fiscal year ended December 31, 2018, and (iii) for the review
of a registration statement on Form S-8 and the related consent were $201,000.



Audit-Related
Fees



There
were nofees billed by Ernst & Young LLP for assurance and
related services reasonably related to the performance of the audit or review of our financial statements during the fiscal year
ended December 31, 2019.  There were no fees billed by EisnerAmper LLP for assurance and related services reasonably related
to the performance of the audit or review of our financial statements during the fiscal year ended December 31, 2018.



Tax
Fees



The
aggregatefees billed by Ernst & Young LLP for
professional services rendered for tax compliance, tax advice or tax planning during fiscal year ended December 31, 2019 were
$2,500. There were no fees billed by EisnerAmper LLP for professional services rendered for tax compliance, tax advice or
tax planning during fiscal year ended December 31, 2018.



All
Other Fees



The
aggregate fees billed by Ernst & Young LLP for products or professional services rendered during the fiscal year ended December
31, 2019, other than services described under the captions “Audit Fees,” “Audit-Related Fees” and “Tax
Fees” above, were $0. The aggregate fees billed by EisnerAmper LLP for products or professional services rendered during
the fiscal year ended December 31, 2018, other than services described under the captions “Audit Fees,” “Audit-Related
Fees” and “Tax Fees” above, were $0.



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 accountants.
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 “Audit-Related 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.



21







PART
IV.



Item
15. Exhibits, Financial Statement Schedules



|Exhibit
    No. |  | Exhibit
    Description                                                                                             
|--------------- |  | --------------------------------------------------------------------------------------------------------------------
|31.1            |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|31.2            |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).



22







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:
April 29, 2020



| | POWERFLEET,
    INC.
| | --------------------
| |                     
| | By:                 
| |                     
| |                     
| |                     
| |                     
| | By:                 
| |                     
| |                     
| |                     



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/ Chris
    A. Wolfe   |  | Chief
    Executive Officer                      |  | April
    29, 2020
|Chris
    A. Wolfe       |  | (Principal
    Executive Officer)                |  |                   
|                         |  |                                                  |  |                   
|/s/ Ned
    Mavrommatis  |  | Chief
    Financial Officer                      |  | April
    29, 2020
|Ned
    Mavrommatis      |  | (Principal
    Financial and Accounting Officer) |  |                   
|                         |  |                                                  |  |                   
|/s/ Anders
    Bjork     |  | Director                                         |  | April
    29, 2020
|Anders
    Bjork         |  |                                                  |  |                   
|                         |  |                                                  |  |                   
|/s/ Michael
    Brodsky  |  | Director                                         |  | April
    29, 2020
|Michael
    Brodsky      |  |                                                  |  |                   
|                         |  |                                                  |  |                   
|/s/ Michael
    Casey    |  | Director                                         |  | April
    29, 2020
|Michael
    Casey        |  |                                                  |  |                   
|                         |  |                                                  |  |                   
|/s/ Charles
    Frumberg |  | Director                                         |  | April
    29, 2020
|Charles
    Frumberg     |  |                                                  |  |                   
|                         |  |                                                  |  |                   
|/s/ John
    Hunt        |  | Director                                         |  | April
    29, 2020
|John
    Hunt            |  |                                                  |  |                   
|                         |  |                                                  |  |                   
|/s/ David
    Mahlab     |  | Director                                         |  | April
    29, 2020
|David
    Mahlab         |  |                                                  |  |                   



23