Item 1.01 Entry into a Material Definitive
Agreement
Settlement and Repurchase Agreements
This section describes the material provisions
of the form of Settlement and Repurchase Agreements (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 Form of Repurchase Agreements, a copy of which
is attached hereto as Exhibit 10.1. 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 Repurchase Agreements.
General Terms and Effects
On February 2, 2023 (“Effective Date”),
MICT, Inc., a Delaware corporation (“MICT” or the “Company”) entered into settlement and repurchase agreements
(the “Repurchase Agreements”) with certain holders of the outstanding warrants over its common stock (“Warrant Holders”).
The warrants being repurchased were originally issued by MICT between November 2020 and March 2021 pursuant to three offerings of common
stock and warrants. The exercise prices of the warrants were $3.12 in the first offering and $2.80 in the subsequent two offerings, with
various expiration dates falling between August 16, 2024 and August 16, 2026. The repurchase will result in the surrender and cancellation
of the warrants held by each Warrant Holder.
Repurchase Payment
Pursuant to the Repurchase Agreements, MICT agreed
to repurchase warrants representing an aggregate amount of 28,117,835 shares of its common stock, for which it is paying $0.15 per share
on March 3, 2023 and $0.10 per share on May 1, 2023 at an aggregate cost to MICT of $7,029,459. Additionally, MICT has also entered into
Repurchase Agreements with certain other Warrant Holders with respect to an additional 1,064,000 shares, who have agreed to grant MICT
an option from July 1, 2023 to July 31, 2023 to repurchase their warrants for $0.25 per share upon the exercise of such option. MICT’s
payment for the repurchase of warrants serves as consideration and full and final settlement of all claims which were or might have been
asserted by Warrant Holders arising from the Warrants.
If MICT fails to make timely payment under the
terms of the Repurchase Agreements, the Warrants shall remain outstanding and be exercisable in full in accordance with their terms, and
the Warrant Holders shall retain all rights available under applicable law or equity with respect to the Warrants.
Representations and Warranties
The Repurchase Agreements contain a number of
representations and warranties by each of MICT and the Warrant Holders as of the Effective Date. Most material of which the Warrant Holders
represent and warrant that they are the sole owner of, and have good, valid and marketable title to the Warrants free of any restrictions,
among other representations and warrants. MICT represents and warrants that it has received all necessary consents, approvals, and authorizations
to approve its obligations under the Repurchase Agreements, among other representations and warrants. The representations and warranties
made by MICT and the Seller are customary for transactions similar to this transaction.
Most Favored Nation
MICT represented and warranted as of the Effective Date that from and
after the Effective Date through the respective expiration dates of the Warrants, that none of the terms offered to any other holder of
MICT’s warrants (outstanding as of the Effective Date), with respect to any amendment, settlement, repurchase or redemption (whether
pursuant to the terms of such warrants or otherwise) of any such warrants (outstanding as of the Effective Date) since the Announcement
Time (“Other Warrant Settlement Document”), is or will be more favorable to such holder than those of the Warrant Holders
and that the Repurchase Agreements are, without any further action by the Warrant Holders or MICT, deemed amended and modified in an economically
and legally equivalent manner such that the Warrant Holders shall receive the benefit of the more favorable terms contained in such Other
Warrant Settlement Document.
