Item 1.01 Entry into a Material Definitive Agreement





Merger Agreement

This section describes the material provisions of the Merger Agreement (as defined below) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1. MICT's shareholders, warrant holders and other interested parties are urged to read such agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below are defined in the Merger Agreement.





General Terms and Effects

On May 10, 2022, Tingo, Inc., a Nevada corporation ("Tingo" or the "Seller"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with MICT Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of MICT ("Merger Sub"), and MICT, Inc., a Delaware corporation ("MICT").

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated by the Merger Agreement (the "Closing"), Merger Sub will merge with and into Tingo (the "Merger" and, together with the other transactions contemplated by the Merger Agreement, the "Transactions"), with the Seller continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of MICT.

As a result of the Merger, all of the issued and outstanding capital stock of the Seller immediately prior to the Closing, shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, in exchange for the right for each Seller Stockholder to receive its Pro Rata Share of the Merger Consideration, upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law (as amended, the "DGCL") and Nevada Revised Statutes (as amended, "NRS").





Merger Consideration

As consideration for the Merger, the Seller Security Holders collectively shall receive from MICT, in the aggregate, a number of shares of MICT Common Stock equal to (the "Merger Consideration") the product of (a) 3.44444 and (b) the number of shares of MICT Pre-Closing Common Stock (the total portion of the Merger Consideration amount payable to all Seller Stockholders in accordance with the Merger Agreement).

Representations and Warranties

The Merger Agreement contains a number of representations and warranties by each of MICT and the Seller as of the 45th day following the signing of the Merger Agreement and as of the date of the Closing. Many of the representations and warranties are qualified by materiality or Material Adverse Effect. "Material Adverse Effect" as used in the Merger Agreement means, with respect to any specified Person, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, Liabilities, results of operations, prospects or condition (financial or otherwise) of such Person and its Subsidiaries, taken as a whole, or (b) the ability of such person or entity or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Merger Agreement or the ancillary documents to which it is a party or bound or to perform its obligations thereunder, in each case subject to certain customary exceptions. Certain of the representations are subject to specified exceptions and qualifications contained in the Merger Agreement or in information provided pursuant to certain disclosure schedules to the Merger Agreement. The representations and warranties made by MICT and the Seller are customary for transactions similar to the Transactions.





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Covenants of the Parties

Each party agreed in the Merger Agreement to use its commercially reasonable efforts to effect the Closing. The Merger Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Merger Agreement and the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms (the "Interim Period"), including (1) the provision of access to their properties, books and personnel; (2) the operation of their respective businesses in the ordinary course of business; (3) provision of their respective financial statements; (4) each party's public filings; (5) no insider trading; (6) notifications of certain consent requirements or other matters; (7) efforts to consummate the Closing and obtain third party and regulatory approvals; (8) tax matters; (9) further assurances; (10) public announcements; (11) confidentiality; (12) stock exchange listing requirements; and (13) post-closing Board composition. Each party also agreed during the Interim Period not to solicit, assist, initiate, facilitate or knowingly encourage any proposal or offer, or enter into any agreement for, an alternative competing transaction, to notify the others as promptly as practicable in writing of the receipt of any proposals or offers or requests for information relating to an alternative competing transaction or any requests for non-public information relating to such transaction, and to keep the others informed of the status of any such requests, proposals or offers. The parties also agreed that if they together decide in good faith during the Interim Period that financing is reasonably required prior to the Closing, they will reasonably cooperate to obtain financing. There are also certain customary post-Closing covenants regarding indemnification of directors and officers.

The Merger Agreement and the consummation of the Transactions requires the . . .

Item 3.02 Unregistered Sales of Equity Securities

In addition to the described below in 5.02, the company issued approximately an additional 3,162,000 shares to various consultants and advisors to the Company. Grants were made in reliance on Regulation-S, promulgated under the Securities Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Darren Mercer's Employment Agreement

The Board of Directors (the "Board") of MICT, Inc. ("MICT" or the "Company") entered into a new employment agreement, effective on May 10, 2022, (the "Employment Agreement") with its current Chief Executive Officer Darren Mercer ("Mercer"). When Mercer originally agreed to become CEO of the Company in April of 2020, he committed to stay with the Company for only two years. The Company has entered into the Employment Agreement in order to induce Mercer to extend his previous commitment and continue with MICT, which will provide the necessary stability and continuity in MICT's operations, which is critical to the success of the proposed Merger and maximizing shareholder value.

Under the terms of the Employment Agreement, Mercer's term of employment is for three years (i.e., until May 15, 2025), and the Employment Agreement shall automatically be extended for up to two successive one-year terms unless either party provides 60 days' notice of their intention not to extend the term on May 15, 2025 or May 15, 2026 or if Mercer's employment is terminated earlier pursuant to the terms of the Employment Agreement. Mercer will be compensated at an annual base salary of $800,000, payable in accordance with the Company's payroll practices (the "Annual Base Salary").

Mercer is eligible to receive an annual bonus in accordance with the bonus program(s) adopted by the Company from time-to-time based on the target bonus amounts set forth in the Employment Agreement (the "Target Bonus"). The Target Bonus amount for Mercer's work in the calendar year 2021 shall be $713,000. Such Target Bonus shall be paid within 30 days of the Company completing its 2021 audit. The annual bonuses for 2022, 2023, and 2024 will be paid within thirty (30) days after the Company receives its audited financial results for a calendar year. The annual bonus shall be payable at the discretion of the Company based on achievement of performance metrics to be established by the Board for each year, including, for calendar years 2022, 2023, and 2024. Mercer must be employed by the Company on the date of payment in order to earn and receive any bonus under the Employment Agreement, except in the event of Mercer's termination "without cause" or resignation for "good reason".





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MICT also issued Mercer an equity grant entitling him to 4,000,000 shares of common stock of the Company and such grant shall vest immediately.

Under the terms of the Employment Agreement, Mercer is precluded from undertaking any outside consultancy business, unless the Board agrees that such consulting activity will ultimately benefit the shareholders of the Company (the "Consultancy"). The Consultancy could generate income in excess of $200,000 per year, all of which shall be paid directly to the Company, during the term of the Employment Agreement. Mercer shall be entitled to keep any equity awards he receives from such businesses, to retain ownership of his consulting businesses, and shall be entitled to continue working for such businesses after the end of the term of the Employment Agreement.

Mercer can be terminated with or without "cause" (as defined in the Employment Agreement), and Mercer may terminate his employment for "good reason" as defined in the Employment Agreement. Mercer's employment will also be terminated on his death and may be terminated upon his disability (as defined in the Employment Agreement).

Upon termination of employment by the Company with "cause" or by Mercer without "good reason", Mercer shall be entitled to receive (i) any accrued but unpaid Base Salary; (ii) properly incurred but unreimbursed business expenses; (iii) in the case of Mercer's death, any accrued but unpaid bonuses, to be paid to his estate, (taken together, the "Accrued Amounts") and; (iv) other separation benefits, as set out in the Employment Agreement.

In the event that Mercer is terminated by the Company "without cause" or if Mercer terminates the Employment Agreement for "good reason", the Company shall: (i) pay to Mercer, in addition to the Accrued Amounts, a lump sum equal to the amount of Mercer's Base Salary, as then in effect, that Mercer would have earned during the balance of the term of the Employment Agreement plus an amount equal to Mercer's Target Bonus amounts for the balance of the term of the Employment Agreement; and (ii) if Mercer timely elects to continue any group health benefits he receives from the Company under COBRA, or applicable state law (collectively "COBRA"), provide reimbursement for the portion of COBRA premiums that the Company would have covered had Mercer's employment continued, for so long as he or his family members continue such group health coverage.





New Director

Sir David Trippier, R.D.,J.P.,D.L. joined the Board of MICT on May 10, 2022, and will receive a stock grant in the amount set out below.

About Sir David Trippier, R.D.,J.P.,D.L.:

Until April 2011 Sir David Trippier was the Chairman of Cambridgeshire Horizons, the company delivering sustainable development in the Cambridge Sub-region, and he was the Chairman of W H Ireland Group plc, Stockbrokers until May 2008 when the company was taken over by a consortium.

He was until recently a Non-Executive Director of ITV Granada Television and has been a Director or Chairman of several quoted companies.

Sir David was knighted by the Queen in July 1992 when he was 46 years of age.

In 1994 he was appointed by the Council of the Stock Exchange to sit on the committee, which formulated and launched the Alternative Investment Market (AIM) in June 1995.

Since 1992, he has been Chairman or main Board Director of three companies, which have floated on the Stock Exchange and are now in the Main List, and one that has floated on the AIM Market.





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He was born in May 1946, educated at Bury Grammar School and later was commissioned as an officer in the Royal Marines Reserve in which he has served for 30 years. He passed the Commando Course at the Commando Training Centre in Devon in 1969 and the following year qualified as a parachutist at RAF Abingdon. He subsequently qualified as a Company Commander at the School of Infantry at Warminster and later passed the Staff College Course at the Royal Naval College at Greenwich.

He has served with 40 Commando Royal Marines in Singapore and Malaysia, 41 Commando in Malta and the 3rd Commando Brigade in Norway. He was awarded the Royal Marines Reserve Decoration in 1983. In January 1996, he was appointed Honorary Colonel of the Royal Marines Reserve in the North West by the Commandant General Royal Marines. He retired from that role in January 2010

At the age of 22 he was admitted to the Stock Exchange. He was also a director of a financial planning company as well as being a Stockbroker. He was a senior partner in Pilling Trippier & Co before it was taken over by Capel-Cure Myers whilst he was a Minister.

He was elected to the Rochdale Metropolitan Borough Council in 1969. In 1975 he became the leader of the Council when he was 28 years of age and in the same year was appointed a magistrate.

In 1979 he was elected as MP for Rossendale at the age of 32 and became MP for the new constituency of Rossendale and Darwen from 1983 to 1992. In 1982, Sir David was appointed Parliamentary Private Secretary to the then Minister for Health (Rt Hon Kenneth Clarke QC, MP). . . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

MICT filed an amendment to the Certificate of Incorporation of MICT, on May 10, 2022 (the "Amended Certificate" in the form attached hereto as Exhibit 5.03). The Amended Certificate provides, amongst other things: (i) that the total number of shares of all classes of capital stock which MICT shall have authority to issues is 440,000,000 of which 425,000,000 shares shall be common stock, of the par value of 0.001 per share and 15,000,000 shares shall be preferred stock of the par value of 0.001 per share; (ii) the authority of the Board with respect to each class or series of Preferred Stock; (iii) that the Board of MICT shall be authorized to alter and repeal the by-laws of MICT; (iv) that the size and structure of the Post-Closing Purchaser Board shall be set out in the By-Laws; and (v) information on MICT's indemnification of its directors and officers.





Item 8.01 Press Releases

Incorporated into this Item 8.01 by reference is the press release issued by MICT (1) on May 10, 2022 announcing the Merger Agreement described above, attached hereto as Exhibit 99.1; and (2) on May 16, 2022 announcing Tingo's Q1 2022 results, which is attached hereto as Exhibit 99.2 (each a "Press Release" and when taken together, the "Press Releases").

Each 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 either 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             Agreement and Plan of Merger, dated as of May 10, 2022, by and among
              MICT, Merger Sub and the Seller.

3.1             Amended and Restated Certificate of Incorporation of MICT, filed on
              May 10, 2022

10.1            Purchaser Loan

99.1            Press Release, dated May 10, 2022

99.2            Press Release, dated May 16, 2022

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

* Certain exhibits and schedules to this Exhibit have been omitted in accordance

with Regulation S-K Item 601(b)(2). MICT agrees to furnish supplementally a

copy of any omitted exhibit or schedule to the SEC upon its request.





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