Item 1.01 Entry into a Material Definitive Agreement
Second Amended and Restated Merger Agreement
On
Pursuant to the Amended Agreement, (i) Tingo shall form a
Subject to the terms and conditions set forth in the Amended Agreement, upon the consummation of the transactions contemplated therein (the "Closing"), BVI Sub will merge with and into Tingo Sub (the "Business Combination" and, together with the other transactions contemplated by the Amended Agreement, the "Transactions"), with the BVI Sub continuing as the surviving company in the Business Combination and a wholly-owned subsidiary of Delaware Sub.
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.
Business Combination Consideration
As consideration for the Business Combination, Tingo shall receive from the
Escrow
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 Escrow Property shall be the sole source of payment for any obligations incurred by Tingo in relation to any indemnification claims.
Post-Closing Purchaser Board
The Amended Agreement provides that the post-closing Board of
Series A Preferred Stock
Upon the approval of
2 Series B Preferred Stock
Upon approval by Nasdaq of the change of control of
Representations and Warranties
The Amended Agreement contains representations and warranties by each of
Indemnification Provisions
The Amended Agreement contains indemnification provisions substantially similar to those contained in the Previous Agreement.
Covenants of the Parties
The Amended Agreement provides for covenants from each party which are
substantially similar to the covenants provided in the Previous Agreement,
except that the Amended Agreement also includes covenants relating to: (1)
formation and joinder of the Delaware Sub to the Amended Agreement; (2)
formation and joinder of the BVI Sub to the Amended Agreement; (3) formation and
joinder of the Tingo Sub to the Amended Agreement; (4)
Closing Conditions
The Amended Agreement contains customary conditions to Closing substantially
similar to the Previous Agreement, except that the Amended Agreement further
includes the following conditions (unless waived): (i) a general release which
releases
Governing Law and Arbitration
The Amended Agreement is governed by
The foregoing description of the Amended Agreement and the Transactions does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amended Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
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Certain Related Agreements and Certificates
Amended Purchaser Loan
Simultaneous with the execution of the Amended Agreement,
Series A Certificate of Designation
The powers, designations, limitations, preferences and rights associated with the Series A Preferred Stock are set out in its certificate of designation attached hereto as Exhibit 3.1.
Series B Certificate of Designation
The powers, designations, limitations, preferences and rights associated with the Series B Preferred Stock are set out in its certificate of designation attached hereto as Exhibit 3.2.
Item 3.02 Unregistered Sales of
The agreement to issue of the shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock to Tingo was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 8.01 Press Release
Incorporated into this Item 8.01 by reference is the press release issued by
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 Second Amended and Restated Agreement and Plan of Merger, dated as ofOctober 6, 2022 , by and among,MICT , its merger subsidiary, the Purchaser Representative, Tingo and the Seller Representative 3.1 Form of Certificate of Designation of Series A Preferred Stock 3.2 Form of Certificate of Designation of Series B Preferred Stock 10.1 Amended Purchaser Loan agreement entered into betweenMICT and Tingo onOctober 6, 2022 . 99.1 Press Release, dateOctober 7, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4
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