Emancipation Capital and Powerfleet Inc. (PWFL)

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Page 7 of 10 – SEC Filing
Item 1. Security and Issuer.

This
statement relates to the common stock, par value $0.01 per share (the “Common Stock”), of PowerFleet, Inc. (the “Issuer”).
The principal executive officer of the Issuer is located at 123 Tice Boulevard, Woodcliff Lake, New Jersey 07677.

Item 2. Identity and Background.

(a)
This statement is filed by:

(i)
Emancipation Management LLC, a New York limited liability company (“Emancipation Management”), which serves
as the investment manager of Emancipation Master Ltd. (as defined below) and SPV IV (as defined below), with respect to the shares
of Common Stock directly held by Emancipation Master Ltd. and SPV IV;

(ii)
Emancipation Capital Master Ltd., a Cayman Islands exempted company (“Emancipation Master Ltd.”), with respect
to the shares of Common Stock directly held by it;

(iii)
Emancipation Capital SPV IV LLC, a Delaware limited liability company (“SPV IV”), with respect to the shares
of Common Stock directly held by it;

(iv)
Emancipation Capital LLC, a Delaware limited liability company (“Capital”), which serves as the general partner
of Emancipation Master Ltd. and the managing member of SPV IV, with respect to the shares of Common Stock directly held by Emancipation
Master Ltd. and SPV IV; and

(v)
Mr. Charles Frumberg (“Mr. Frumberg”), who serves as the managing member of Emancipation Management and Capital,
with respect to the shares of Common Stock directly held by Emancipation Master Ltd and SPV IV.

Each
of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Each
of the Reporting Persons expressly disclaims beneficial ownership of securities held by any person or entity other than, to the
extent of any pecuniary interest therein, the various accounts under such Reporting Person’s management and control.

(b)
The principal business address of each of the Reporting Persons is 299 Park Avenue, 21st Floor, New York, New York 10171.

(c)
The principal business of Emancipation Management, Emancipation Master Ltd. and SPV IV is investing in securities. Capital
serves as managing member of SPV IV. Mr. Frumberg serves as managing member of Emancipation Management and Capital.

(d)
No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).

(e)
No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.

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