Exhibit 10.1


 


FORM OF VOTING AGREEMENT


 


This
Voting Agreement (this “Agreement”) is made as of November 7, 2019 by and among (i) MICT, Inc.,
a Delaware corporation (together with its successors, “MICT”), (ii) GFH Intermediate Holdings Ltd.,
a British Virgin Islands company (“Intermediate”), and (iii) the undersigned stockholder (“Holder”)
of MICT. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger
Agreement (defined below).


 


WHEREAS,
on the date hereof, (i) MICT, ((ii) MICT Merger Subsidiary Inc., a British Virgin Islands company and a wholly-owned subsidiary
of MICT (“Merger Sub”) and (iii) Intermediate entered into that certain Agreement and Plan of Merger
(as amended from time to time in accordance with the terms thereof, the “Merger Agreement”), pursuant
to which subject to the terms and conditions thereof, among other matters, Merger Sub will merge with and into Intermediate, with
Intermediate continuing as the surviving entity, as a result of which each share of Intermediate that is issued and outstanding
immediately prior to the Effective Time (as defined in the Merger Agreement) shall no longer be outstanding and shall automatically
be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of MICT (the “Merger”,
and together with the other transactions contemplated by this Agreement, the “Transactions”);


 


WHEREAS,
the Board of Directors of MICT has (a) approved and declared advisable the Merger Agreement, the Ancillary Documents, the Merger
and the other Transactions, (b) determined that the Transactions are fair to and in the best interests of MICT and its stockholders
(the “MICT Stockholders”) and (c) except as set forth in the Merger Agreement, shall make the MICT Board
Recommendation; and


 


WHEREAS,
as a condition to the willingness of Intermediate to enter into the Merger Agreement, and as an inducement and in consideration
therefor, and in view of the valuable consideration to be received by Holder thereunder, and the expenses and efforts to be undertaken
by Intermediate and MICT to consummate the Transactions, Intermediate, MICT and Holder desire to enter into this Agreement in
order for Holder , pursuant to the terms and conditions herein, to provide certain assurances to Intermediate regarding the manner
in which Holder is bound hereunder to vote such number of shares of capital stock of MICT which Holder beneficially owns, holds
or otherwise has voting power over (the “Shares”) during the period from and including the date hereof
through and including the date on which this Agreement is terminated in accordance with its terms (the “Voting Period”).


 


NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth
below, and intending to be legally bound hereby, the parties hereby agree as follows:


 


1. 
Covenant to Vote in Favor of Transactions. Holder agrees, with respect to all of the Shares:


 


(a) 
during the Voting Period, at each meeting of MICT Stockholders or any class or series thereof, and in each written consent or
resolutions of any of MICT Stockholders in which Holder is entitled to vote or consent, Holder hereby unconditionally and irrevocably
agrees to be present for such meeting and vote (in person or by proxy), or consent to any action by written consent or resolution
with respect to, as applicable, the Shares (i) in favor of, and adopt, the Merger, the Merger Agreement, the Ancillary Documents,
any amendments to MICT’s Organizational Documents, all of the other Transactions and any actions required in furtherance
thereof, (ii) in favor of the other matters set forth in the Merger Agreement, and (iii) to vote the Shares in opposition to:
(A) any Acquisition Proposal and any and all other proposals for the acquisition of MICT; or (B) any other action or proposal
involving any Intermediate and its Subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere
with, delay or adversely affect in any material respect the Transactions or would reasonably be expected to result in any of the
conditions to the Closing under the Merger Agreement not being fulfilled;


 






     


     


    

 


(b) 
to execute and deliver all related documentation and take such other action in support of the Merger, the Merger Agreement, any
Ancillary Documents and any of the Transactions as shall reasonably be requested by MICT or Intermediate in order to carry out
the terms and provision of this Section 1, including, without limitation, (i) any actions by written consent of MICT Stockholders
presented to Holder with respect to the matters in Section 1(a) and (ii) any applicable Ancillary Documents, customary instruments
of conveyance and transfer, and any consent, waiver, governmental filing, and any similar or related documents;


 


(c) 
not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares in a voting trust
or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested
to do so by Intermediate and MICT in connection with the Merger Agreement, the Ancillary Documents and any of the Transactions;
and


 


(d) 
except as contemplated by the Merger Agreement or the Ancillary Documents make, or in any manner participate in, directly or indirectly,
a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of
attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of MICT
Common Stock in connection with any vote or other action with respect to the Transactions, other than to recommend that MICT Stockholders
vote in favor of adoption of the Merger Agreement and the Transactions and any other proposal the approval of which is a condition
to the obligations of the parties under the Merger Agreement (and any actions required in furtherance thereof and otherwise as
expressly provided by Section 1 of this Agreement).


 


2. 
Grant of Proxy. Holder, with respect to all of the Shares, hereby grants to, and appoints Intermediate and any designee
of Intermediate (determined in Intermediate’s sole discretion) as Holder’s attorney-in-fact and proxy, with full power
of substitution and resubstitution, for and in Holder’s name, to vote, or cause to be voted (including by proxy or written
consent, if applicable) any Shares owned (whether beneficially or of record) by Holder. The proxy granted by Holder pursuant to
this Section 2 is irrevocable and is granted in consideration of Intermediate entering into this Agreement and the Merger
Agreement and incurring certain related fees and expenses. Holder hereby affirms that such irrevocable proxy is coupled with an
interest by reason of the Merger Agreement and, except upon the termination of this Agreement in accordance with Section 7(a)
(at which time this proxy shall automatically be revoked without any further action required by the Holder), is intended to
be irrevocable. Holder agrees, until this Agreement is terminated in accordance with Section 7(a), to vote its Shares in
accordance with Section 1 above. Intermediate agrees not to exercise the proxy granted in this Section 2 for any
purpose other than the purposes expressly described in Section 1 of this Agreement.


 


3. 
Other Covenants. 


 


(a) 
No Transfers. Holder agrees that during the Voting Period, except as expressly provided or required hereunder or under
the Merger Agreement (including in connection with the Offer), it shall not, and shall cause its Affiliates not to, without Intermediate’s
prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise
dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative,
hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent
to, a Transfer of, any or all of the Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares;
(C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws
or MICT’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares; or (D) take
any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability
to perform its obligations under this Agreement. Holder agrees with, and covenants to, Intermediate that Holder shall not request
that MICT register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares
during the term of this Agreement without the prior written consent of Intermediate, and MICT hereby agrees that it shall not
register any such Transfer. For the avoidance of doubt, Holder shall be expressly permitted to tender, and nothing in this Agreement
shall prevent Holder from tendering, any shares in connection with the Offer.


 






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(b) 
Permitted Transfers. Section 3(a) shall not prohibit a Transfer of Shares by Holder (i) to any family member or
trust for the benefit of any family member, (ii) to any stockholder, member or partner of Holder, if an entity, (iii) to any Affiliate
of Holder, or iv) to any person or entity if and to the extent required by any non-consensual Order, by divorce decree or by will,
intestacy or other similar Applicable Law, so long as, in the case of the foregoing clauses (i), (ii) and (iii), the assignee
or transferee agrees to be bound by the terms of this Agreement and executes and delivers to the parties hereto a written consent
and joinder memorializing such agreement. During the term of this Agreement, MICT will not register or otherwise recognize the
transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Holder’s
Shares, except as permitted by, and in accordance with, this Section 3(b).


 


(c) 
Changes to Shares. In the event of a stock dividend or distribution, or any change in the shares of capital stock of MICT
by reason of any stock dividend or distribution, stock split, recapitalization, combination, conversion, exchange of shares or
the like, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends
and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or which are
received in such transaction.


 


(d) 
Proxy Statement. During the Voting Period, Holder agrees to provide to MICT, Intermediate and their respective Representatives
any information regarding Holder or the Shares that is reasonably requested by MICT, Intermediate or their respective Representatives
for inclusion in the Proxy Statement.


 


(e) 
Publicity. Holder shall not issue any press release or otherwise make any public statements with respect to the Transactions
or the transactions contemplated herein without the prior written approval of Intermediate and MICT. Holder hereby authorizes
Intermediate and MICT to publish and disclose in any announcement or disclosure required by the SEC, Nasdaq or in the Proxy Statement
(including all documents and schedules filed with the SEC in connection with the foregoing), Holder’s identity and ownership
of the Shares and the nature of Holder’s commitments and agreements under this Agreement, the Merger Agreement and any other
Ancillary Documents.


 


4. 
Representations and Warranties of Holder. Holder hereby represents and warrants to MICT and Intermediate as follows:


 


(a)
Binding Agreement. Holder (i) if a natural person, is of legal age to execute this Agreement and is legally competent to
do so and (ii) if not a natural person, is (A) a corporation, limited liability company, company or partnership duly organized
and validly existing under the laws of the jurisdiction of its organization and (B) has all necessary power and authority to execute
and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. If Holder
is not a natural person, the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation
of the transactions contemplated hereby by Holder has been duly authorized by all necessary corporate, limited liability or partnership
action on the part of Holder, as applicable. This Agreement, assuming due authorization, execution and delivery hereof by the
other parties hereto, constitutes a legal, valid and binding obligation of Holder, enforceable against Holder in accordance with
its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles).
Holder understands and acknowledges that Intermediate is entering into the Merger Agreement in reliance upon the execution and
delivery of this Agreement by Holder.


 






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(b)
 Ownership of Shares. As of the date hereof, Holder is the record or beneficial owner over the type and number of the Shares
set forth under Holder’s name on the signature page hereto, has the full voting power or corporate power, as applicable,
over such Shares, and has good and valid title to such Shares, free and clear of any and all pledges, mortgages, encumbrances,
charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever,
other than those imposed by this Agreement, applicable securities Laws or MICT’s Organizational Documents, as in effect
on the date hereof. There are no claims for finder’s fees or brokerage commission or other like payments in connection with
this Agreement or the transactions contemplated hereby payable by Holder pursuant to arrangements made by Holder. Except for the
Shares set forth under Holder’s name on the signature page hereto, as of the date of this Agreement, Holder is not a beneficial
owner or record holder of any: (i) equity securities of MICT, (ii) securities of MICT having the right to vote on any matters
on which the holders of equity securities of MICT may vote or which are convertible into or exchangeable for, at any time, equity
securities of MICT or (iii) options, warrants or other rights to acquire from MICT any equity securities or securities convertible
into or exchangeable for equity securities of MICT.


 


(c)
No Conflicts. No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization or
permit of any other person is necessary for the execution of this Agreement by Holder, the performance of its obligations hereunder
or the consummation by it of the transactions contemplated hereby. None of the execution and delivery of this Agreement by Holder,
the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby shall (i) conflict
with or result in any breach of the certificate of incorporation, bylaws or other comparable organizational documents of Holder,
if applicable, (ii) result in, or give rise to, a violation or breach of or a default under any of the terms of any Contract or
obligation to which Holder is a party or by which Holder or any of the Shares or its other assets may be bound, or (iii) violate
any applicable Law or Order, except for any of the foregoing in clauses (i) through (iii) as would not reasonably be expected
to impair Holder’s ability to perform its obligations under this Agreement in any material respect.


 


(d)
No Inconsistent Agreements. Holder hereby covenants and agrees that, except for this Agreement, Holder (i) has not entered
into, nor will enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect
to the Shares inconsistent with Holder’s obligations pursuant to this Agreement, (ii) has not granted, nor will grant at
any time while this Agreement remains in effect, a proxy, a consent or power of attorney with respect to the Shares and (iii)
has not entered into any agreement or knowingly taken any action (nor will enter into any agreement or knowingly take any action)
that would make any representation or warranty of Holder contained herein untrue or incorrect in any material respect or have
the effect of preventing Holder from performing any of its material obligations under this Agreement.


 






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5.
Representations and Warranties of Intermediate.


 


(a)
Binding Agreement. A business company duly organized under the laws of the British Virgin Islands. The consummation of
the transactions contemplated hereby are within the Intermediate’s powers and Intermediate has been duly authorized by all
necessary corporate actions on the part of the Intermediate. Intermediate has full power and authority to execute, deliver and
perform this Agreement. This Agreement, assuming due authorization, execution and delivery hereof by the other parties hereto,
constitutes a legal, valid and binding obligation of Intermediate, enforceable against Intermediate in accordance with its terms
(except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other
similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles).


 


6. 
Representations and Warranties of MICT.


 


(a) 
Binding Agreement. MICT is a corporation duly incorporated under the Laws of the State of Delaware. The consummation of
the transactions contemplated hereby are within MICT’s powers and have been duly authorized by all necessary corporate actions
on the part of the MICT. MICT has full power and authority to execute, deliver and perform this Agreement. This Agreement, assuming
due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation
of MICT, enforceable against MICT in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s
rights, and to general equitable principles).


 


7. 
Miscellaneous.


 


(a) Termination.
Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate, and none of MICT,
Intermediate or Holder shall have any rights or obligations hereunder, upon the earliest to occur of (i) the mutual written
consent of MICT, Intermediate and Holder, (ii) the Effective Time (following the performance of the obligations of the
parties hereunder required to be performed at or prior to the Effective Time),  (iii) the date of termination of the
Merger Agreement in accordance with its terms and (iv) February 8, 2020. The termination of this Agreement shall not prevent any party hereunder from
seeking any remedies (at law or in equity) against another party hereto or relieve such party from liability for such
party’s breach of any terms of this Agreement. Notwithstanding anything to the contrary herein, the provisions of this Section
7(a) shall survive the termination of this Agreement. 


 


(b)
Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit
of the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of Holder are
personal to Holder and may not be assigned, transferred or delegated by Holder at any time without the prior written consent of
MICT and Intermediate, and any purported assignment, transfer or delegation without such consent shall be null and void ab initio.


 


(c)
Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection
with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any
person that is not a party hereto or thereto or a successor or permitted assign of such a party.


 






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(d) 
Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement
shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law
principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any
state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”).
Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising
out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by
way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the
above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient
forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced
in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service
of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated
by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable
address set forth or referred to in Section 7(h). Nothing in this Section 7(d) shall affect the right
of any party to serve legal process in any other manner permitted by applicable law.


 


(e) WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND
(ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7(e).


 


(f) 
Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in
construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this
Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs
shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means
including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case
to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and
“hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement
as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means
“and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in
the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provision of this Agreement.


 


(g) Capacity
as a MICT Stockholder. Holder signs this Agreement solely in Holder’s capacity as a stockholder of MICT, and not in
Holder’s capacity as a director, officer or employee of MICT. Notwithstanding anything herein to the contrary, nothing herein
shall in any way restrict a director or officer of MICT in the exercise of his or her fiduciary duties as a director or officer
of MICT or prevent or be construed to create any obligation on the part of any director or officer of MICT from taking any action
in his or her capacity as such director or officer.


 






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(h) Notices.
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given
when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one
Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business
Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable
party at the following addresses (or at such other address for a party as shall be specified by like notice):


 


	If
        to MICT, to:

         

        MICT,
        Inc.

        28 West Grand Avenue, Suite 3

        Montvale, New Jersey 07645

        Attn: David Lucatz, Chief Executive Officer

        Facsimile No.: [  ]

        Telephone No.: (201) 225-0190

        Email: David @micronet-enertec.com

         
	with
        a copy (which will not constitute notice) to:

         

        Mintz
        Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

        666 Third Avenue

        New York, New York 10017

        Attn: Kenneth Koch, Esq.

        Facsimile No.: (212) 983-3115

        Telephone No.: [  ]

        Email: KRKoch@mintz.com

         

	If
        to Intermediate, to:

         

        Global
        Fintech Holdings Ltd.

        c/o Gateley PLC

        98
        King Street

        Manchester,
        M2 4WU

        United
        Kingdom

        Attn:
        Darren C. Mercer, Executive Director

        Telephone
        No.: 44 (0) 161 836 7816

        Facsimile
        No.: +44 (0) 161 836 7701

        Email: Darren.Mercer@bnntechnology.com
	with
        a copy (which will not constitute notice) to:

         

        Ellenoff
        Grossman & Schole LLP

        1345 Avenue of the Americas, 11th Floor

        New York, New York 10105

        Attn: Richard I. Anslow, Esq.

        Jonathan
        H. Deblinger, Esq

        Facsimile No.: (212) 370-7889

        Telephone No.: (212) 370-1300

        Email: ranslow@egsllp.com

          jdeblinger@egsllp.com

	 	 	 


If
to Holder, to: the address set forth under Holder’s name on the signature page hereto, with a copy (which will not constitute
notice) to, if not the party sending the notice, each of Intermediate and MICT (and each of their copies for notices hereunder).


 


(i) 
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may
be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent
of MICT, Intermediate and the Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver
thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall
be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.


 


(j) 
Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction,
such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same
valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any
way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in
any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced,
the parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries
out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.


 






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(k) 
Specific Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms
that in the event of a breach of this Agreement by Holder, money damages will be inadequate and Intermediate and MICT will have
not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed by Holder in accordance with their specific terms or were otherwise breached. Accordingly, Intermediate and
MICT shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement by Holder and to enforce
specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money
damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this
Agreement, at law or in equity.


 


(l) 
Expenses. Each party shall be responsible for its own fees and expenses (including the fees and expenses of investment
bankers, accountants and counsel) in connection with the entering into of this Agreement, the performance of its obligations hereunder
and the consummation of the transactions contemplated hereby; provided, that in the event of any Action arising out of or relating
to this Agreement, the non-prevailing party in any such Action will pay its own expenses and the reasonable documented out-of-pocket
expenses, including reasonable attorneys’ fees and costs, reasonably incurred by the prevailing party.


 


(m) 
No Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship among Holder,
Intermediate and MICT, and is not intended to create, and does not create, any agency, partnership, joint venture or any like
relationship among the parties hereto or among any other MICT Stockholders entering into voting agreements with Intermediate or
MICT. Holder is not affiliated with any other holder of securities of MICT entering into a voting agreement with Intermediate
or MICT in connection with the Merger Agreement and has acted independently regarding its decision to enter into this Agreement.
Nothing contained in this Agreement shall be deemed to vest in Intermediate or MICT any direct or indirect ownership or incidence
of ownership of or with respect to any Shares.


 


(n) 
Further Assurances. From time to time, at another party’s request and without further consideration, each party shall
execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to
consummate the transactions contemplated by this Agreement.


 


(o) 
Entire Agreement. This Agreement (together with the Acquisition Agreement to the extent referred to herein) constitutes
the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written
or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled; provided,
that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Merger Agreement
or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies
of MICT or Intermediate or any of the obligations of Holder under any other agreement between Holder and MICT or Intermediate
or any certificate or instrument executed by Holder in favor of MICT or Intermediate, and nothing in any other agreement, certificate
or instrument shall limit any of the rights or remedies of MICT or Intermediate or any of the obligations of Holder under this
Agreement.


 


(p) 
Counterparts; Facsimile. This Agreement may also be executed and delivered by facsimile or electronic signature or by email
in portable document format in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


[Remainder
of Page Intentionally Left Blank; Signature Page Follows]


 




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IN
WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first written above.


 


	 	MICT
    :
	 	 
	 	MICT,
    INC. 
	 	 	 
	 	By:	/s/ David Lucatz
	 	Name:	David Lucatz                         
	 	Title:	Chief Executive Officer
	 	 	 
	 	Intermediate:
	 	 
	 	GFH INTERMEDIATE
    HOLDINGS LTD.
	 	 	 
	 	By:	
	 	Name:	 
	 	Title:	 


 


 


 


 





[Signature
Page to Voting Agreement] 




     


     


    

 


	Holder:
	 
	Name
        of Holder: D.L Capital Ltd

         

        By: /s/
        David Luctaz

        
	 


Title: Director

         


	Name:
                    David Luctaz


Number
        and Type of Shares:

         

        __________
        shares of MICT Common Stock

         

        Address
        for Notice:

         

        Address:______________________________________

        _____________________________________________

        _____________________________________________

        Facsimile
        No.:___________________________________

        Telephone
No.:__________________________________

        Email:__________________________________


 


 




 


 





[Signature Page to Voting Agreement]