Exhibit 10.2


 


March 2, 2021


 


MICT, Inc.


28 West Grand Avenue, Suite 3


Montvale, New Jersey 07645


Attention: Darren Mercer


Chief Executive Officer and President


 


Dear Mr. Mercer:


 


This letter (the “Agreement”)
constitutes the agreement between A.G.P./Alliance Global Partners, as lead placement agent (“A.G.P.” or the
“Placement Agent”), and MICT, Inc., a company organized under the laws of the state of Delaware (the “Company”),
that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis,
in connection with the proposed placement (the “Placement”) of (i) shares of common stock, par value, $0.001
per share (the “Shares”) and (ii) warrants to purchase one share of common stock per Share (the “Warrants”).
The Warrants will be immediately exercisable and terminate five years following issuance
and are exercisable at an exercise price of $2.80 per share, subject to adjustment as set forth therein. The securities
shall be sold as a unit (the “Unit” and together with the Shares, Warrants and the shares of common stock issuable
upon exercise of the Warrants, the “Securities”) with each Unit consisting of (i) one Share, and (ii) one Warrant.
The Securities actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.”
The Shares shall be offered and sold under the Company’s registration statement on Form S-3 (File No. 333-248602) (the “Registration
Statement”), and the Warrants shall be offered and sold in reliance upon exemption from the registration requirements
of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder. The documents executed
and delivered by the Company and the Purchasers (as defined below), as applicable, in connection with the Placement, including,
without limitation, a securities purchase agreement (the “Purchase Agreement”) and Warrant certificates, shall
be collectively referred to herein as the “Transaction Documents.”


 


The Units shall be
sold to the Purchasers for a purchase price of $2.80 per Unit. The Placement Agent may retain other brokers or dealers to act as
sub-agents or selected-dealers on its behalf in connection with the Placement. 


 


The terms of the Placement
shall be mutually agreed upon by the Company and the purchasers listed in the Purchase Agreement (each, a “Purchaser”
and collectively, the “Purchasers”), and nothing herein shall imply that the Placement Agent would have the
power or authority to bind the Company or any Purchaser, or shall imply that the Company has an obligation to issue any Securities
or complete the Placement. The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder
are on a reasonable best efforts basis only and that the execution of this Agreement does not constitute a commitment by the Placement
Agent to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success
of the Placement Agent with respect to securing any other financing on behalf of the Company. Certain affiliates of the Placement
Agent may participate in the Placement by purchasing some of the Placement Agent Securities. In addition, certain additional purchasers
with pre-existing relationships with the Company (the “Pre Existing Investors”) may participate in the Placement
by purchasing Securities. The sale of Placement Agent Securities to any Purchaser will be evidenced by the Purchase Agreement between
the Company and such Purchaser, in a form reasonably acceptable to the Company and the Purchaser. Capitalized terms that are not
otherwise defined herein have the meanings given to such terms in the Purchase Agreement. Prior to the signing of any Purchase
Agreement, officers of the Company will be available to answer inquiries from prospective Purchasers.


 


SECTION 1.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.


 


A. Representations
of the Company. With respect to the Placement Agent Securities, each of the representations and warranties and covenants made
by the Company to the Purchasers in the Purchase Agreement in connection with the Placement, is hereby incorporated herein by reference
into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing Date, hereby
made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that, to its knowledge,
there are no affiliations with any FINRA member firm among the Company’s officers, directors or any five percent (5.0%) or
greater stockholder of the Company.


 






    


    




    

 


B. Covenants
of the Company. The Company covenants and agrees to continue to retain (i) a firm of independent PCAOB registered public accountants
for a period of at least two (2) years after the Closing Date and (ii) a competent transfer agent with respect to the Placement
Agent Securities for a period of two (2) years after the Closing Date.


 


SECTION 2.  REPRESENTATIONS
OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of the Financial
Industry Regulatory Authority (“FINRA”), (ii) is registered as a broker/dealer under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), (iii) is licensed as a broker/dealer under the laws of the United
States of America, applicable to the offers and sales of the Placement Agent Securities by the Placement Agent, (iv) is and will
be a corporate body validly existing under the laws of its place of incorporation, and (v) has full power and authority to enter
into and perform its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing of any
change in its status with respect to subsections (i) through (v) above. The Placement Agent covenants that it will use its reasonable
best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable
law. 


 


SECTION 3.  COMPENSATION. 


 


A. Cash
Fees. In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent or its respective
designees a total cash fee equal to eight percent (8.0%) of gross proceeds from the Placement of the total amount of Placement
Agent Securities sold by the Placement Agent. In addition, the Company shall pay to the Placement Agent or its respective designees
a total cash fee equal to three and one half percent (3.5%) of gross proceeds from the placement of any additional Securities sold
in offering, including Securities sold to Pre-Existing Investors. In addition, the Company shall pay the Placement Agent an accountable
expense allowance as set forth in Section 4 below. A.G.P. reserves the right to reduce any item of compensation or adjust the terms
thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Placement Agent’s
aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.







 


B. Warrants.
The Company further agrees to issue to the Placement Agent (and/or its designees) on the Closing Date, one warrant to purchase
such number of Common Stock equal to four percent (4.0%) of the shares of Common Stock issued at the Closing (the “Placement
Agent’s Warrant”). The Placement Agent’s Warrant may be purchased in cash or via cashless exercise, shall be
exercisable for a period of five years from the Closing Date and will terminate on the fifth anniversary of the Closing Date. The
exercise price of the Placement Agent’s Warrant is equal to one hundred and twenty five percent (125%) of Per Share Purchase
Price. The Placement Agent’s Warrant and the shares of Common Stock issuable upon exercise of the Placement Agent’s
Warrant (collectively “Compensation Securities”) will be deemed compensation by FINRA, and therefore will be subject
to FINRA Rule 5110(e)(1). In accordance with FINRA Rule 5110(e)(1), neither the Placement Agent’s Warrant nor any of the
shares of Common Stock issued upon exercise of the Placement Agent’s Warrant may be sold, transferred, assigned, pledged
or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective
economic disposition of such securities by any person, for a period of 180 days beginning on the date of commencement of sales
of the public equity offering.


 


SECTION 4. 
EXPENSES. The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the performance
of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) all
expenses incident to the issuance, delivery and qualification of the Securities (including all printing and engraving costs);
(ii) all fees and expenses of the registrar and transfer agent of the Shares; (iii) all necessary issue, transfer and other stamp
taxes in connection with the issuance and sale of the Placement Agent Securities; (iv) all fees and expenses of the Company’s
counsel, independent public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection
with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements,
exhibits, schedules, consents and certificates of experts), the Base Prospectus and the Prospectus Supplement, and all amendments
and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the
Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or
any part of the Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other
country; and (vii) the fees and expenses associated with including the Shares on the Trading Market. Notwithstanding the foregoing,
any advance received by the Placement Agent will be reimbursed to the Company to the extent not actually incurred in compliance
with FINRA Rule 5110(f)(2)(C). If the transactions hereunder are consummated, the Company shall also pay a non-accountable expense
allowance to the Placement Agent in an amount equal to one percent (1%) of the aggregate gross proceeds of the offering. In the
event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions
thereof pursuant to the terms herein, the Company shall be obligated to pay to the Placement Agent their actual and accountable
out-of-pocket expenses related to the transactions contemplated herein then due and payable (including the fees and disbursements
of A.G.P.’s counsel) and upon demand the Company shall pay the full amount thereof to the Placement Agent; provided,
however, that such expense payment in no way limits or impairs the indemnification and contribution provisions of this
Agreement.


 






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SECTION 5. INDEMNIFICATION.


 


A.  To
the extent permitted by law, with respect to the Placement Agent Securities, the Company will indemnify the Placement Agent and
its affiliates, stockholders, directors, officers, employees, members and controlling persons (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as the
same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder
or pursuant to this Agreement, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect
thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from the
Placement Agent’s willful misconduct or gross negligence in performing the services described herein.


 


B. Promptly
after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which
the Placement Agent is entitled to indemnity hereunder, the Placement Agent will promptly notify the Company in writing of such
claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from
any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial
rights and defenses. If the Company so elects or is requested by the Placement Agent, the Company will assume the defense of such
action or proceeding and will employ counsel reasonably satisfactory to the Placement Agent and will pay the fees and expenses
of such counsel. Notwithstanding the preceding sentence, the Placement Agent will be entitled to employ its own counsel separate
from counsel for the Company and from any other party in such action if counsel for the Placement Agent reasonably determines that
it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the
Company and the Placement Agent. In such event, the reasonable fees and disbursements of no more than one such separate counsel
will be paid by the Company, in addition to fees of local counsel. The Company will have the right to settle the claim or proceeding,
provided that the Company will not settle any such claim, action or proceeding without the prior written consent of the Placement
Agent, which will not be unreasonably withheld.


 


C.  The
Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement
of any action or proceeding relating to a transaction contemplated by this Agreement.


 


D.  If
for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless,
then the Company shall contribute to the amount paid or payable by the Placement Agent as a result of such losses, claims, damages
or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one
hand and the Placement Agent on the other.The amounts paid or payable by a party in respect of losses, claims, damages and liabilities
referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding
or other action or claim. Notwithstanding the provisions hereof, the liable Placement Agent’s share of the liability hereunder
shall not be in excess of the amount of fees actually received, or to be received, by the Placement Agent under this Agreement
(excluding any amounts received as reimbursement of expenses incurred by the Placement Agent).


 






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E.  These
indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement
is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might
otherwise have to any indemnified party under this Agreement or otherwise.


 


SECTION 6.    COMPANY LOCK-UP AGREEMENTS.


 


A.  Restriction
on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written
consent of the Placement Agent and Purchasers which purchased at least 67.0% in interest of the Shares based on the initial subscription
amounts, it will not, for a period beginning on the date of this Agreement and ending on the date that is the 90th day after the
date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise
transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or
exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement
with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or
exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company,
other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such
transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company
or such other securities, in cash or otherwise.


 


The restrictions contained
in this Section 6(a) (collectively, the “Restrictions”) shall not apply to (i) the Securities, (ii) the issuance
by the Company of securities of the Company pursuant to any documents, agreements or securities existing or outstanding as of the
Closing Date, provided that such existing or outstanding documents, agreements or securities have not been amended since the date
of this Agreement to increase the number of securities or to decrease the exercise price, exchange price or conversion price of
securities (other than in connection with stock splits or combinations or otherwise in accordance with their terms at the time
of the Closing Date) or to extend the term of such documents, agreements or securities, (iii) the issuance by the Company of any
securities of the Company under any equity compensation plan of the Company for services rendered to the Company; or (iv) the issuance
of any securities of the Company in connection with a merger, joint venture, licensing arrangement or any other similar non-capital
raising transaction, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is,
itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of
the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include
a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary
business is investing in securities, provided that in each of (ii) through (iv) above, the securities shall be restricted from
sale during the entire Lock-Up Period.


 


B. Restriction
on Continuous Offerings. Notwithstanding the restrictions contained in Section 6(a), the Company, on behalf of itself and any
successor entity, agrees that, without the prior written consent of the Placement Agent, it will not engage, for a period of 90
days after the date of this Agreement, directly or indirectly in any “at the market” or continuous equity transaction,
offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of shares of capital stock of the Company
or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company.


 


SECTION 7. ENGAGEMENT
TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) the 90th day after this
Agreement and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination
Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary
to terminate the engagement, the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the
engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees pursuant to Section 3 hereof
with respect to the Placement Agent Securities if sold in the Placement and will remain responsible to reimburse expenses actually
incurred and reimbursable pursuant to Section 4 hereof. Notwithstanding anything to the contrary contained herein, the provisions
concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and any reimbursable expenses
actually incurred and reimbursable pursuant to Section 4 hereof and the provisions concerning confidentiality, indemnification
and contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated
prior to the completion of the Placement, all fees due to the Placement Agent as set forth in Section 3 and 4 shall be paid by
the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination
Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent
by the Company for any purposes other than those contemplated under this Agreement.


 






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 SECTION 8. PLACEMENT
AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection with this
engagement is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required
by law, the Company will not disclose or otherwise refer to the advice or information in any manner without the Placement Agent’s
prior written consent.


 


SECTION 9. NO
FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any person
or entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company acknowledges
and agrees that the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties or
liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention
of the Placement Agent hereunder, all of which are hereby expressly waived.


 


SECTION 10. CLOSING.
The obligations of the Placement Agent, and the closing of the sale of the Placement Agent Securities hereunder are subject to
the accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company contained herein
and in the Purchase Agreement, to the performance by the Company of its obligations hereunder, and to each of the following additional
terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent:


 


A. All
corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of
this Agreement, the Placement Agent Securities, and all other legal matters relating to this Agreement and the transactions contemplated
hereby with respect to the Placement Agent Securities shall be reasonably satisfactory in all material respects to the Placement
Agent.


 


B. The
Placement Agent shall have received from outside counsels to the Company such counsels’ written opinions with respect to
the Placement Agent Securities, addressed to the Placement Agent and dated as of the Closing Date, in form and substance reasonably
satisfactory to the Placement Agent.


 


C. The
Shares shall be registered under the Exchange Act and listed on the Trading Market. The Company shall have taken no action designed
to, or likely to have the effect of terminating the registration of the Common Stock under the Exchange Act or delisting or suspending
from trading the Shares from the Trading Market or other applicable U.S. national exchange, nor has the Company received any information
suggesting that the Commission or the Trading Market or other U.S. applicable national exchange is contemplating terminating such
registration or listing.


 


D. No
action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Placement Agent Securities or materially
and adversely affect or potentially and adversely affect the business or operations of the Company; and no injunction, restraining
order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing
Date which would prevent the issuance or sale of the Placement Agent Securities or materially and adversely affect or potentially
and adversely affect the business or operations of the Company.


 


E. The
Company shall have entered into a Purchase Agreement with each of the Purchasers of the Placement Agent Securities and such agreements
shall be in full force and effect and shall contain representations, warranties and covenants of the Company as agreed upon between
the Company and the Purchasers.


 


F. FINRA
shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition,
the Company shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s
behalf, any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and
pay all filing fees required in connection therewith.


 






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G. Each
Prospectus Supplement (in accordance with Rule 424(b)) and “free writing prospectus” (as defined in Rule 405
of the Securities Act), if any, shall have been duly filed with the Commission, as appropriate; no stop order suspending the effectiveness
of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated
or threatened by the Commission; no order preventing or suspending the use of any Prospectus Supplement shall have been issued
and no proceeding for that purpose shall have been initiated or threatened by the Commission; no order having the effect of ceasing
or suspending the distribution of the Securities or any other securities of the Company shall have been issued by any securities
commission, securities regulatory authority or stock exchange and no proceedings for that purpose shall have been instituted or
shall be pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory authority
or stock exchange; and all requests for additional information on the part of the Commission shall have been complied with.


 


H. Subsequent
to the execution and delivery of this Agreement and prior to each Closing Date, in the Placement Agent’s sole judgment after consultation
with the Company, there shall not have occurred any Material Adverse Effect or development involving a prospective material adverse
change in the condition or the business activities, financial or otherwise, of the Company from the latest dates as of which such
condition is set forth in the Registration Statement and Prospectus.


 


I. Officers’
Certificate. The Placement Agent shall have received on each Closing Date a certificate of the Company, dated as of such Closing
Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect that, and the Placement Agent
shall be satisfied that, the signers of such certificate have reviewed the Registration Statement, the documents incorporated by
reference therein (the “Incorporated Documents”), any Prospectus Supplement, and this Agreement and to the further
effect that:


 


(i) The representations
and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date, and the Company
has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such
Closing Date;


 


(ii) No stop order suspending
the effectiveness of the Registration Statement or the use of the Base Prospectus or any Prospectus Supplement has been issued
and no proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened under
the Securities Act; no order having the effect of ceasing or suspending the distribution of the Securities or any other securities
of the Company has been issued by any securities commission, securities regulatory authority or stock exchange in the United States
and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, contemplated by any
securities commission, securities regulatory authority or stock exchange in the United States;


 


(iii) When the Registration
Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery of such certificate, the
Registration Statement and the Incorporated Documents, if any, when such documents became effective or were filed with the Commission,
and any Prospectus Supplement, contained all material information required to be included therein by the Securities Act and the
Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and in all material respects
conformed to the requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission
thereunder, as the case may be, and the Registration Statement and the Incorporated Documents, if any, and any Prospectus Supplement,
did not and do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided,
however, that the preceding representations and warranties contained in this paragraph (iii) shall not apply to any statements
or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Placement Agent
expressly for use therein) and, since the effective date of the Registration Statement, there has occurred no event required by
the Securities Act and the rules and regulations of the Commission thereunder to be set forth in the Incorporated Documents which
has not been so set forth; and


 






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(iv) Subsequent to the
respective dates as of which information is given in the Registration Statement, the Incorporated Documents and any Prospectus
Supplement, there has not been: (a) any Material Adverse Effect; (b) any transaction that is material to the Company and the subsidiaries
taken as a whole, except transactions entered into in the ordinary course of business; (c) any obligation, direct or contingent,
that is material to the Company and the subsidiaries taken as a whole, incurred by the Company or any subsidiary, except obligations
incurred in the ordinary course of business; (d) any material change in the capital stock (except changes thereto resulting from
the exercise of outstanding stock options or warrants) or outstanding indebtedness of the Company or any subsidiary; (e) any dividend
or distribution of any kind declared, paid or made on the capital stock of the Company; or (f) any loss or damage (whether or not
insured) to the property of the Company or any subsidiary which has been sustained or will have been sustained which has a Material
Adverse Effect.


 


J. On or before each Closing
Date, the Placement Agent and counsel for the Placement Agent shall have received such information and documents as they may
reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as contemplated
herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the
conditions or agreements, herein contained. 


 


If any of the conditions
specified in this Section 10 shall not have been fulfilled when and as required by this Agreement, all obligations of the Placement
Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the Closing Date. Notice of such cancellation
shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.


 


SECTION 11.
 GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of
New York applicable to agreements made and to be performed entirely in such State, without regard to principles of conflicts of
law. This Agreement may not be assigned by either party without the prior written consent of the other party. This Agreement shall
be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right
to trial by jury with respect to any dispute arising under this Agreement or any transaction or conduct in connection herewith
is waived. Any dispute arising under this Agreement may be brought into the courts of the State of New York or into the Federal
Court located in New York, New York and, by execution and delivery of this Agreement, the Company hereby accepts for itself and
in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by delivering a
copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If either party
shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or
proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding.


  






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SECTION 12. ENTIRE
AGREEMENT/MISCELLANEOUS. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes
all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is determined
to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other
provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified
or waived except by an instrument in writing signed by the Placement Agent and the Company. The representations, warranties, agreements
and covenants contained herein shall survive the Closing Date of the Placement and delivery of the Placement Agent Securities.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.


 


SECTION 13. NOTICES.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is sent to
the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b)
the next business day after the date of transmission, if such notice or communication is sent to the email address on the signature
pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c)
the third business day following the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon
actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall
be as set forth on the signature pages hereto.


 


SECTION 14. Press
Announcements. The Company agrees that the Placement Agent shall, on and after the Closing Date, have the right to reference
the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and
on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense.


 


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Please confirm that the foregoing correctly
sets forth our agreement by signing and returning to the Placement Agent the enclosed copy of this Agreement.


 


	 	Very truly yours,
	 	 
	 	A.G.P./ALLIANCE GLOBAL PARTNERS
	 	 
	 	By:   	                                           
	 	 	Name: 
	 	 	Title:  
	 	 
	 	Address for notice:
	 	
        590 Madison Avenue 36th Floor

        New York, New York 10022

        Attn: Thomas Higgins

        Email: thiggins@allianceg.com



 


[Signature Page to Placement Agency Agreement]


 




     


    




    







 


	Accepted and Agreed to as of the date first written
above:




	 
	 	 
	MICT, INC.	 
	 	 
	By:	 	 
	 	Name: 	 
	 	Title:  	 
	 	 
	Address for notice:	 
	 	 
	28 West Grand Avenue, Suite 3	 
	Montvale, New Jersey 07645	 
	Attention: Darren Mercer	 
	Chief Executive Officer
and President	 








 


[Signature Page to Placement Agency Agreement]