MICT, Inc. (NasdaqCM:MICT) executed a non-binding term sheet to acquire Tingo, Inc. (OTCPK:TMNA) on April 29, 2022. MICT, Inc. entered into a definitive agreement to acquire Tingo, Inc. for approximately $280 million on May 9, 2022. On June 14, 2022, parties entered into an Amended and Restated Agreement and Plan of Merger. Tingo, Inc. amended and restated their Agreement and Plan of Merger to acquire MICT. As per the amended merger agreement, MICT, Inc. (NasdaqCM:MICT) will acquire Tingo Mobile PLC from Tingo, Inc. (OTCPK:TMNA). Tingo Mobile PLC will operate as subsidiary of MICT. Tingo shareholders receiving new MICT common shares in an amount equal to approximately 77.5% in the combined company, and current MICT shareholders owning approximately 22.5% on a fully diluted basis following the closing, with a combined estimated group value of $4.09 billion. As part of the new three step transaction structure, MICT will issue (i) shares of MICT's common stock, representing 19.9% of its outstanding common stock; (ii) shares of a newly-formed Series A Convertible Preferred Stock, which will convert into an additional 20.1% of the issued and outstanding shares of MICT common stock, upon receipt of MICT stockholder approval; and (iii) shares of a newly-formed Series B Convertible Preferred Stock, which will convert into an additional 35% of the issued and outstanding shares of MICT common stock, upon receipt of MICT stockholder approval and Nasdaq change of control approval. MICT will issue 25,783,675 shares, 2,604.28 shares of Series A Preferred Stock convertible into 26,042,808 shares and 46,643.83 shares of Series B Preferred Stock convertible into 466,438,345 shares. As part of the Amended Agreement, Purchaser Representative, Seller Representative, and a mutually agreeable escrow agent shall enter into an escrow agreement, whereby an amount equal to 5% of the total number of shares of MICT Common Stock, Series A Preferred Stock, and Series B Preferred Stock transferred as part of the consideration for the Business Combination (the “ Escrow Property ”) shall be held in escrow for a period of up to two years after the Closing of the Business Combination. The Amended Agreement provides that the post-closing Board of MICT shall consist of six members, with four designated by MICT and two designated by Tingo. In the event that all three steps are completed, Tingo would own 75% of MICT's common stock. As of October 6, 2022, based on the amended merger agreement, upon closing, MICT will issue Tingo shares of its common stock equal to 19.9% of MICT's outstanding shares, as well as Series A and Series B convertible preferred stock. Subsequent to the closing, MICT intends to seek shareholder approval, as well as Nasdaq approval of the conversion of the preferred stock, which would give Tingo, and ultimately the Tingo shareholders, ownership of 75% of the outstanding shares of MICT common stock. Upon completion of the Merger, MICT will likely change its corporate name from MICT, Inc. to a name that reflects Tingo's agri-fintech business model as the predominant revenue driver of the combined enterprises. MICT, Inc. shall pay to Tingo, Inc. a termination fee equal to $5 million. As a result of the Merger, Dozy Mmobuosi will become Chief Executive Officer of MICT (which is expected to be renamed “Tingo Inc.”), and the executive officers of Tingo shall be appointed to similar positions within MICT. Dozy Mmobuosi, who will remain as Chief Executive Officer of Tingo Mobile. Darren Mercer, the current Chief Executive Officer of MICT, will become the Executive Vice Chairman and Pacific-Asia Chief Executive Officer. The Amended Merger Agreement provides that the post-closing Board of Directors of MICT shall consist of seven members, with five designated by Tingo and two designated by MICT. Upon closing, MICT will be the accounting acquirer.

The transaction is subject to the satisfaction of regulatory authorities; closing conditions, including approval by both companies' shareholders; and completion of due diligence by both companies. The completion of the merger is subject to the satisfaction of the expiration of all applicable waiting periods under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, Delaware law, Nevada law, the Securities Exchange Act of 1934, or any other relevant governmental authority, the effectiveness of a Registration Statement on Form S-4 registering the common consideration shares received by the Tingo shareholders pursuant to the merger, Tingo's delivery of an employment agreement entered, execution of Escrow Agreement and Lock-Up Agreement. The merger agreement has been approved by the Boards of Directors of Tingo and MICT. The Tingo Board of Directors recommended that the stockholders of the Company approve the merger. As of June 15, 2022, MICT has completed a thorough and extensive due diligence exercise on Tingo and its subsidiaries by leading advisors. As of November 9, 2022, the shareholders of Tingo have approved the deal. As of November 28, 2022, MICT, Inc. has requested the withdrawal of the Registration Statement on Form S-4, because the parties to the transaction decided to restructure the transaction and an S-4 to register shares is no longer required. The transaction is expected to close by the end of the third quarter of 2022. As of October 13, 2022, transaction is expected to close in the fourth quarter of 2022. As of November 9, 2022, the transaction is expected to close on or about November 30, 2022.

Ernst & Young acted as accountant and financial and tax due diligence provider, Richard I. Anslow of Ellenoff Grossman & Schole LLP acted as corporate due diligence and securities due diligence provider, Houlihan Lokey Capital, Inc. acted as financial advisor with a service fee of $400,000, fairness opinion provider with a servicer fee of $850,000 and due diligence provider and Dentons ACAS-Law acted as legal advisor and legal, operational, corporate and local due diligence provider to MICT. Aaron Dixon of Alston & Bird LLP acted as counsel to Houlihan Lokey. Broadridge Financial Solutions, Inc. acted as transfer agent and Morrow & Co., LLC acted as information agent with a service fee of $15,000 to MICT. Action Stock Transfer Corporation acted as transfer agent to Tingo. Worldwide Stock Transfer, LLC acted as transfer agent to MICT.

MICT, Inc. (NasdaqCM:MICT) completed the acquisition of Tingo Mobile PLC from Tingo, Inc. (OTCPK:TMNA) on November 30, 2022. Tingo has appointed John J. Brown and Kenneth I. Denos to serve as directors of MICT's Board of Directors. As a part of completion, the acquisition markedly strengthens Tingo's balance sheet and immediately significantly profitable and expect to report substantial earnings for Q4 2022, followed by material quarter over quarter growth in both revenues and profitability in 2023 and beyond.