Item 1.01 Entry into a Material Definitive Agreement

Amended and Restated Merger Agreement

Following extensive due diligence by the Company and its advisors, including financial due diligence, tax due diligence and quality of earnings analysis by Ernst & Young, financial analysis by Houlihan Lokey, legal, operational, corporate and local due diligence by the Nigerian office of Dentons and corporate due diligence and securities due diligence by Ellenoff Grossman & Schole, on June 15, 2022, the Company and Tingo entered into an Amended and Restated Merger Agreement (the "Amended Agreement") amending the original merger agreement among the parties dated May 10, 2022 (the "Original Agreement"). Described below are the principal changes to the terms and conditions of the Original Agreement (see MICT's Current Report on Form 8-K as filed with the SEC on May 17, 2022 for a full description of the terms and conditions of the Original Agreement). The following summary of the Amended Agreement is qualified in its entirety by reference to the complete text of the Amended Agreement, a copy of which is attached hereto as Exhibit 2.1. MICT's stockholders, warrant holders and other interested parties are urged to read such agreement in its entirety.





Escrow

As part of the Amended Agreement, a representative of MICT's pre-closing stockholders, a representative of Tingo's pre-closing stockholders, and a mutually agreeable escrow agent shall enter into an escrow agreement, whereby an amount equal to 5% of the total number of MICT shares issuable to Tingo stockholders in 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 Escrow Property shall be the sole source of payment for any obligations incurred by Tingo's pre-closing stockholders in relation to the indemnification claims described below.





Indemnification Provisions

The Amended Agreement includes indemnification provisions pursuant to which Tingo's pre-closing stockholders shall indemnify MICT and its related parties (the "Indemnifiable Matters").

The Indemnifiable Matters include: claims with respect to any dissenting pre-closing stockholders of Tingo, Tingo's predecessor entity, certain litigations and taxes.





Post-Closing Purchaser Board

Additionally, the Amended Agreement provides that the post-closing Board shall consist of seven members, with five designated by Tingo and two designated by MICT.





Termination

Pursuant to the Amended Agreement, Tingo shall deliver to MICT its disclosure schedules no later than 20 days after the signing of the Amended Agreement and shall file any required amendments to its SEC filings no later than 45 days after the signing of the Amended Agreement.





Item 8.01 Press Release

Incorporated into this Item 8.01 by reference is the press release issued by MICT on June 15, 2022 announcing the entry into the Amended Agreement described above, attached hereto as Exhibit 99.1 the ("Press Release").

The Press Release is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall the Press Release be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.





Exhibit No.   Description
2.1             Amended and Restated Agreement and Plan of Merger, dated as of June
              15, 2022, by and among, MICT, its merger subsidiary, the purchaser
              representative, Tingo and the seller representative
99.1            Press Release, date June 15, 2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).




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