Exhibit 10.3


 


Lock-Up Agreement


  


March 3, 2021


 


A.G.P./Alliance Global Partners


590 Madison Avenue, 36th Floor


New York, New York 10022


 


		Re:	MICT, Inc. Proposed Offering



 


Ladies and Gentlemen:


 


The undersigned understands
that you (the “Placement Agent”) entered into a Placement Agency Agreement (the “Placement
Agency Agreement”) providing for the offer and sale (the “Offering”) of shares (the “Shares”)
of common stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase shares of the
Company’s Common Stock (the “Warrants” and together with the Shares, the “Securities”),
of MICT, Inc., a Delaware corporation (the “Company”).


 


In consideration of
the execution of the Placement Agency Agreement by the Placement Agent, and for other good and valuable consideration, the undersigned
hereby irrevocably agrees that, without the prior written consent of the Placement Agent, the undersigned will not, directly or
indirectly, (a) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that
is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) any
shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the
undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that
may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common
Stock; (b) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic
benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (a) or (b) above is
to be settled by delivery of Common Stock or other securities, in cash or otherwise; (c) except as provided for below, make any
demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect
to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock
or any other securities of the Company; or (d) publicly disclose the intention to do any of the foregoing for a period commencing
on the date hereof and ending ninety (90) days after the date of the closing of the Offering (such 90-day period, the “Lock-Up
Period”).


 






     


     


    

 


The foregoing paragraph
shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in the open market after the
completion of the Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), shall be required or shall be voluntarily made in connection with such transfers;
(b) bona fide gifts of shares of any class of the Company’s capital stock or any security convertible into Common Stock,
in each case that are made exclusively between and among the undersigned or members of the undersigned’s family, or affiliates
of the undersigned, including its partners (if a partnership) or members (if a limited liability company); (c) any transfer of
shares of Common Stock or any security convertible into Common Stock by will or intestate succession upon the death of the undersigned;
(d) transfer of shares of Common Stock or any security convertible into Common Stock to an immediate family member (for purposes
of this Lock-Up Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption,
not more remote than first cousin) or any trust, limited partnership, limited liability company or other entity for the direct
or indirect benefit of the undersigned or any immediate family member of the undersigned; provided that, in the case of
clauses (b), (c) and (d) above, it shall be a condition to any such transfer that (i) the transferee/donee agrees to
be bound by the terms of this Lock-Up Letter Agreement (including, without limitation, the restrictions set forth in the preceding
sentence) to the same extent as if the transferee/donee were a party hereto; (ii) each party (donor, donee, transferor or transferee)
shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended
(the “Securities Act”), and the Exchange Act) to make, and shall agree to not voluntarily make, any filing
or public announcement of the transfer or disposition prior to the expiration of the 90-day period referred to above; and (iii) the
undersigned notifies the Placement Agent at least two (2) business days prior to the proposed transfer or disposition; (e) the
transfer of shares to the Company to satisfy withholding obligations for any equity award granted pursuant to the terms of the
Company’s stock option/incentive plans, such as upon exercise, vesting, lapse of substantial risk of forfeiture, or other
similar taxable event, in each case on a “cashless” or “net exercise” basis (which, for the avoidance of
doubt shall not include “cashless” exercise programs involving a broker or other third party), provided that
as a condition of any transfer pursuant to this clause (e), that if the undersigned is required to file a report under Section
16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock during the Lock-Up Period, the undersigned shall include a statement in such
report, and if applicable an appropriate disposition transaction code, to the effect that such transfer is being made as a share
delivery or forfeiture in connection with a net value exercise, or as a forfeiture or sale of shares solely to cover required tax
withholding, as the case may be; (f) transfers of shares of Common Stock or any security convertible into or exercisable or
exchangeable for Common Stock pursuant to a bona fide third party tender offer made to all holders of the Common Stock, merger,
consolidation or other similar transaction involving a change of control (as defined below) of the Company, including voting in
favor of any such transaction or taking any other action in connection with such transaction, provided that in the event
that such merger, tender offer or other transaction is not completed, the Common Stock and any security convertible into or exercisable
or exchangeable for Common Stock shall remain subject to the restrictions set forth herein; (g) the exercise of warrants or
the exercise of stock options granted pursuant to the Company’s stock option/incentive plans or otherwise outstanding on
the date hereof; provided, that the restrictions shall apply to shares of Common Stock issued upon such exercise or conversion;
(h) the establishment of any contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “Rule
10b5-1 Plan”) under the Exchange Act; provided, however, that no sales of Common Stock or securities
convertible into, or exchangeable or exercisable for, Common Stock, shall be made pursuant to a Rule 10b5-1 Plan prior to the expiration
of the Lock-Up Period; provided further, that the Company is not required to report the establishment of such Rule 10b5-1
Plan in any public report or filing with the Commission under the Exchange Act during the Lock-Up Period and does not otherwise
voluntarily effect any such public filing or report regarding such Rule 10b5-1 Plan; and (i) any demands or requests for, exercise
any right with respect to, or take any action in preparation of, the registration by the Company under the Securities Act of the
undersigned’s shares of Common Stock, provided that no transfer of the undersigned’s shares of Common Stock registered
pursuant to the exercise of any such right and no registration statement shall be filed under the Securities Act with respect to
any of the undersigned’s shares of Common Stock during the Lock-Up Period; provided, however, clause (i) shall not apply
to the registration of such securities as set forth in Schedule 3.1(v) of that certain Securities Purchase Agreement dated
as of March 2, 2021 by and among the Company and the purchasers identified on the signatures pages thereto. For purposes of clause
(f) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger,
purchase, consolidation or other similar transaction the result of which is that any “person” (as defined in
Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of
the Exchange Act) of a majority of total voting power of the voting stock of the Company.


 






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The undersigned also
agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the
transfer of the undersigned’s securities subject to this Lock-Up Letter Agreement except in compliance with this Lock-Up
Letter Agreement.


 


It is understood that,
if the Company notifies the Placement Agent that it does not intend to proceed with the Offering, if the Placement Agency Agreement
does not become effective, or if the Placement Agency Agreement (other than the provisions thereof which survive termination) shall
terminate or be terminated prior to payment for and delivery of the Securities, the undersigned will be released from its obligations
under this Lock-Up Letter Agreement.


 


The undersigned understands
that the Company and the Placement Agent will proceed with the Offering in reliance on this Lock-Up Letter Agreement.


 


This Lock-Up Letter
Agreement shall automatically terminate upon (a) the termination of the Placement Agency Agreement prior to the issuance and delivery
of the Securities, (b) the date that either the Company or the Placement Agent provides written notice to the other that it has
determined not to proceed with the proposed Offering and, with respect to the Company, is terminating this Lock-Up Letter Agreement
on behalf of all of the Company’s holders of securities subject to a Lock-Up Agreement, provided that the Company and the
Placement Agent shall not have executed the Placement Agency Agreement on or prior to such date. Notwithstanding anything herein
to the contrary, this Lock-Up Letter Agreement shall lapse and become null and void if the closing of the offering shall not have
occurred on or before March 12, 2021.


 


This Lock-Up Agreement
shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws
principles thereof. Delivery of a signed copy of this Lock-Up Agreement by facsimile or e-mail/.pdf transmission shall be effective
as the delivery of the original hereof.


 


The undersigned hereby
represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that,
upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations
of the undersigned shall be binding upon the heirs, personal representative, successors and assigns of the undersigned.


 


[Signature page follows]


 




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	 	Very truly yours,
	 	 
	 	 
	 	(Name)
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Name of Signatory, in the case of entities – 
	 	Please Print)
	 	 
	 	(Title of Signatory, in the case of entities – 
	 	Please Print)
	 	 	 
	 	Address:  	                       
	 	 	 
	 	 


 


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