TINGO, INC. MD&A and Analysis of Financial Condition and Results of Operations (Form 10-Q/A)

Tingo, Inc. (collectively with our subsidiary, "we," "us," "our," "Tingo" or the
"Company"), a Nevada corporation, was formed on February 17, 2015. Our shares
trade on the OTC Markets trading platform under the symbol 'TMNA'. We acquired
our wholly-owned subsidiary, Tingo Mobile, PLC, a Nigerian public limited
company ("Tingo Mobile"), in a share exchange with its sole shareholder
effective August 15, 2021. The Company, including its subsidiary Tingo Mobile,
is an Agri-Fintech company offering a comprehensive platform service through use
of smartphones - 'device as a service' (using GSM technology) to empower a
marketplace to enable subscribers/farmers within and outside of the agricultural
sector to manage their commercial activities of growing and selling their
production to market participants both domestically and internationally. The
ecosystem provides a 'one stop shop' solution to enable such subscribers to
manage everything from airtime top ups, bill pay services for utilities and
other service providers, access to insurance services and micro finance to
support their value chain from 'seed to sale'.

As of June 30, 2022, Tingo had approximately 9.3 million leasing customers using
its mobile phones and who also use the Company's agri-fintech platform
(www.nwassa.com). Nwassa is considered to be Africa's leading digital
agriculture ecosystem that empowers rural farmers and agri-businesses by using
proprietary technology to enable access to markets in which they operate.
Farmers in Nigeria use the Nwassa agri-trading platform to support the supply
and purchase of a variety of agricultural inputs and produce. The system
provides real-time pricing, straight from the farms, eliminating middlemen. Our
users' customers pay for produce bought using available pricing on our platform.

The Nwassa platform has also created an escrow solution that secures the buyer,
inasmuch as funds are not released until fulfilment. The platform also
facilitates trade financing, ensuring that banks and other lenders compete to
provide credit to our members.

Although we have a large retail subscriber base, ours is essentially a
business-to-business-to-consumer ("B2B2C") business model. Each of our
subscribers is a member of one of two large farmers' cooperatives with whom we
have a contractual relationship and which relationship facilitates the
distribution of our branded smartphones into various rural communities of member
farmers. And it is through our phones and our proprietary applications imbedded
therein where we are able to distribute our wider array of agri-fintech services
and generate the diverse revenue streams as described in more detail in this
report.

Our principal office is located at 43 West 23rd Street, 2nd Floor, New York, NY
10010, and the telephone number is +1-646-847-0144. Our corporate website is
located at www.tingoinc.com, although it does not constitute a part of this
Quarterly Report. We make available free of charge on our website our annual
report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K
and all amendments to those reports as soon as reasonably practicable after such
material is electronically filed or furnished to the Securities and Exchange
Commission ("SEC"). Our shares are traded on OTC Markets under the ticker symbol
'TMNA'.

The information contained in this section should be read in conjunction with our
financial statements and notes thereto appearing elsewhere in this Quarterly
Report and in conjunction with the financial statements and notes thereto in the
Company's Annual Report on Form 10-K and any amendments thereto ("10-K"). In
addition, some of the statements in this report constitute forward-looking
statements. The matters discussed in this Quarterly Report, as well as in future
oral and written statements by management of Tingo, that are forward-looking
statements are based on current management expectations that involve substantial
risks and uncertainties which could cause actual results to differ materially
from the results expressed in, or implied by, these forward-looking statements.
Forward-looking statements relate to future events or our future financial
performance. We generally identify forward-looking statements by terminology
such as "may," "will," "should," "expects," "plans," "anticipates," "could,"
"intends," "target," "projects," "believes," "estimates," "predicts,"
"potential" or "continue" or the negative of these terms or other similar words.
Important assumptions include our ability to generate revenues, achieve certain
margins and levels of profitability, and the availability of additional capital.
In light of these and other uncertainties, the inclusion of a forward-looking
statement in this Quarterly Report should not be regarded as a representation by
us that our plans or objectives will be achieved. The forward-looking statements
contained in this Quarterly Report include statements as to:

? our future operating results;

? our business prospects;

? currency volatility, currency and inflation risks;

? our contractual agreements with our customers and other relationships with

some thirds ;

? the dependence of our future success on the general economy and its impact on

the industries in which we invest;

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? political instability in the countries in which we operate;

? uncertainty regarding certain legal systems in Africa;

? our dependence on external sources of capital;

? our expected financing and capital raisings;

? our regulatory structure and tax treatment;

? the adequacy of our liquidity and working capital;

? the timing of cash flows from our operations;

? the impact of interest rate fluctuations on our business;

? market conditions and our ability to access additional capital, if deemed

necessary;

? uncertainty about the timing, pace and depth of an economic recovery in

United States and elsewhere; and

? natural or man-made disasters and other external events that may disrupt our

operations.


There are a number of important risks and uncertainties that could cause our
actual results to differ materially from those indicated by such forward-looking
statements. For a discussion of factors that could cause our actual results to
differ from forward-looking statements contained in this Quarterly Report,
please see the discussion in "Item 1A. Risk Factors" in our 10-K. In particular,
you should carefully consider the risks we have described in the 10-K and
elsewhere in this Quarterly Report concerning the coronavirus pandemic and the
economic impact of the coronavirus on the Company and our operations. You should
not place undue reliance on these forward-looking statements. The
forward-looking statements made in this Quarterly Report relate only to events
as of the date on which the statements are made. We undertake no obligation to
update any forward-looking statement to reflect events or circumstances
occurring after the date this Quarterly Report is filed with the SEC.

Signature of a merger agreement with MICT, Inc.

On October 6, 2022, the Company, MICT, Inc. ("MICT"), and representatives of
each company's shareholders entered into a Second Amended and Restated Agreement
and Plan of Merger ("Restated Merger Agreement").  The common stock of MICT is
traded on the Nasdaq Capital Market under the symbol 'MICT'.  The Restated
Merger Agreement is the second restatement of the agreement and the result of
efforts of Tingo and MICT to restructure the transaction as a multi-phase
forward triangular merger ("Merger") instead of as a reverse triangular merger
as previously agreed.  Under the terms of the Restated Merger Agreement, Tingo
will create a newly-formed subsidiary incorporated in the British Virgin Islands
("Tingo BVI Sub") to facilitate the Merger and hold the Company's beneficial
ownership interest in Tingo Mobile.  MICT will also create a subsidiary
incorporated in the British Virgin Islands ("MICT BVI Sub"), which will be
merged with and into Tingo BVI Sub, with MICT BVI Sub as the surviving
corporation and a subsidiary of MICT.  The Merger will, therefore, result in
Tingo Mobile becoming an indirect wholly-owned subsidiary of MICT, and the
operations of Tingo Mobile, as an agri-fintech company, becoming the predominant
operations of MICT. The aggregate consideration tendered by MICT to Tingo, the
sole shareholder of Tingo Mobile, will consist of: (i) newly-issued common stock
of MICT equal to 19.9% of its outstanding shares, calculated immediately prior
to the closing date of the Merger; and (ii) two series of convertible preferred
shares - Series A Convertible Preferred Stock and Series B Convertible Preferred
Stock (collectively, the "MICT Preferred Shares").  The conversion of the MICT
Preferred Shares is subject to various conditions, including approval of MICT's
shareholders and, in the case of the MICT Series B Convertible Preferred Stock,
is also subject to Nasdaq approving a change of control of MICT.  If all of the
MICT Preferred Shares are converted into MICT common stock, Tingo will hold
75.0% of the outstanding shares of MICT.  A summary of the Restated Merger
Agreement and the actions taken by the Company and MICT in connection therewith
are included in our Current Report on Form 8-K/A filed with the U.S. Securities
and Exchange Commission on October 14, 2022.  On November 9, 2022, we filed a
definitive Information Statement to provide information to our shareholders
about the Merger, the Merger Agreement, and the transactions contemplated
thereby.

The acquisition of Tingo Mobile plc

On August 15, 2021, the Company acquired all of the share capital of Tingo
Mobile plc, a Nigerian corporation ("Tingo Mobile") from Tingo International
Holdings, Inc., a Delaware corporation ("TIH"), the sole shareholder of Tingo
Mobile. Pursuant to

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the Acquisition Agreement executed in connection with the transaction, as
subsequently amended, we issued TIH 1,028,000,000 shares of our Class A common
stock and 65,000,000 shares of our Class B common stock. We also paid various
fees and expenses in connection with the transaction, including 27,840,000
shares of our Class A common stock as a finder's fee.

Operating results

Three months completed June 30, 2022 Compared to the three months ended June 30, 2021

The Company’s consolidated results of operations for the three months ended
June 30, 2022 and June 30, 2021 are summarized as follows:

                                                                   Three Months Ended
                                                                    % of                          % of
(in Thousands)                                   June 30, 2022     Revenue     June 30, 2021     Revenue
Revenue                                         $       268,685          -    $       100,731          -
Operating Expense                                     (146,662)      54.58 %         (49,724)      49.36 %
Operating Income                                        122,023      45.42 %           51,007      50.64 %

Other Income, net                                           114          -                 80          -
Income before taxes                                     122,138      45.46 %           51,087      50.72 %
Income tax(1)                                          (49,584)                      (16,348)
Income from continuing operations                        72,553      27.00
%           34,739      34.49 %
Net Income                                      $        72,553      27.00 %  $        34,739      34.49 %

(1) Tax liability is based on Tingo Mobile’s pre-tax earnings on an individual basis for the period shown.

Tingo's operating income for the three months ended June 30, 2022 was $122.0
million as compared to $51.0 million during the three months ended June 30,
2021, an increase of $71.0 million, or 139.2%. The substantial increase as
compared to the second quarter of 2021 is largely due to renewal of the mobile
leasing activity that commenced in May 2021 and August 2021 with our two partner
cooperatives, as well as the revenue contribution made by our Nwassa
agri-fintech platform. We believe the increased adoption rates and growth in our
Nwassa user base are a clear demonstration of how rapidly the Nwassa
agri-fintech platform, powered through a smartphone, is providing value and
convenience to farming and rural communities. We earn up to a 4.0% commission on
Nwassa services, which have net margins of over 90.0%. As Nwassa becomes a
progressively larger component of our aggregate revenue, we expect overall gross
profit margins, as well as aggregate profit, to increase accordingly. This is
reflective in the growth of Tingo's Net Income of $72.5 million for the three
months ended June 30, 2022 compared to $34.7 million for the three months ended
June 30, 2021, an increase of $37.8 million, or 108.9%.

Semester completed June 30, 2022 Compared to the half-year ended June 30, 2021

The Company’s consolidated results of operations for the six months ended June 30, 2022 and June 30, 2021 are summarized as follows:

                                                                       Six Months Ended
                                                                       % of                          % of
(in Thousands)                                      June 30, 2022     Revenue     June 30, 2021     Revenue
Revenue                                            $       525,742          -    $       145,970          -
Operating Expense                                        (332,556)      63.25 %         (54,340)      37.23 %
Operating Income                                           193,186      36.74 %           91,630      62.77 %

Other Income, net                                              300          -                139          -
Income before taxes                                        193,468      36.80 %           91,769      62.87 %
Income tax (current period)(1)                            (88,283)                      (29,366)
Income from continuing operations                          105,203      20.01 %           62,403      42.75 %
Net Income                                         $       105,203      20.01 %  $        62,403      42.75 %

(1) Tax liability is based on Tingo Mobile’s pre-tax earnings on an individual basis for the period shown.

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Tingo's operating income for the six months ended June 30, 2022 was $193.2
million as compared to $91.6 million during the six months ended June 30, 2021,
an increase of $101.6 million, or 110.0%. As with the comparative three-month
results discussed above, the substantial increase is largely due to renewal of
the mobile leasing activity that commenced in May and August 2021, as well as
the significantly positive growth of revenue mix in the higher margin business
in Nwassa, where we earn up to a 4.0% commission on various agri-fintech
transactions and have relatively insignificant marginal costs as compared to our
sales and leasing business.

Revenue

Three months completed June 30, 2022 and 2021

                                          Three Months Ended
                                   June 30, 2022     June 30, 2021
Mobile Phone leasing               $  122,068,101    $   55,301,413
Services- Mobile calls & data          15,750,628        10,413,632

NWASSA revenue                        130,866,170        35,016,349
Airtime                                 3,626,243         2,103,211
Brokerage on loans                      6,025,477           485,053
Insurance                               6,626,878         2,058,221

Trade in agricultural products 65,437,480 16,599,033 Utilities

                                49,150,092        13,770,831
Total Revenue                      $  268,684,899    $  100,731,394


Semester completed June 30, 2022 and 2021

                                           Six Months Ended
                                   June 30, 2022     June 30, 2021
Mobile Phone leasing               $  243,841,958    $   55,301,413

Services – Mobile calls & data 29,477,240 23,990,510

NWASSA revenue                        252,423,220        66,677,596
Airtime                                 7,051,761         4,138,750
Brokerage on loans                     10,146,128         1,050,328
Insurance                              13,222,078         2,058,221

Trade in agricultural products 127,635,985 31,699,485 Utilities

                                94,367,268        27,730,812
Total Revenue                      $  525,742,418    $  145,969,519


Generally. We generated total revenue of $268.7 million during the quarter ended
June 30, 2022 compared to $100.7 million during the quarter ended June 30, 2021,
an increase of $168.0 million, or 167.8%. During the six months ended June 30,
2022, we generated revenue of $525.7 million as compared to $146.0 million
during the six months ended June 30, 2021, an increase of $379.7 million, or
260.0%. In addition to recognizing leasing and service revenue from our mobile
phones during the first half of 2022, we also experienced sharp growth in the
utilization of our Nwassa agri-fintech platform as compared to the first half of
2021. This platform delivered strong growth in revenue, increasing from $35.0
million and $66.7 million during the three and six months ended June 30, 2021,
respectively, to $130.9 million and $252.4 million during the three and six
months ended June 30, 2022, respectively. This represents growth of 274.0% and
278.4% for the respective comparative periods. Our Nwassa agri-fintech business
now represents approximately 48.0% of total revenue for the six months ended
June 30, 2022 as compared to approximately 45.7% of total revenue for the six
months ended June 30, 2021. The principal reasons for the increases during the
second quarter and first half of 2022 as compared to the second quarter and
first half of 2021 were as follows:

Our strategy to equip rural communities with an affordable smartphone

‘device as a service’ has proven effective in increasing the volume of

? trading of agricultural products taking place on the platform. Considering the fees we earn

through these services, we estimate that the Company processed slightly less $6.0

   billion in transaction volume for our subscribers during the first half of
   2022.


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Agricultural trade revenue for the second quarter and first half of 2022 was $65.5

million and $127.6 millionrespectively, compared to $16.6 million and

$31.7 million in the second quarter and first half, respectively, of 2021.

? The number of farmers trading products on our system has also increased by a

significant level compared to previous periods. We believe this is a

demonstration of the value that Nwassa offers to farmers as a platform of choice

market their products in the domestic market.

Utility refills on Nwassa saw revenue rise to $49.2 million and $94.4

million for the three and six months, respectively, ended June 30, 2022as

compared to $13.8 million and $27.7 million for the quarter and the six months,

? respectively, completed June 30, 2021. This represents a growth rate of 356.5% over a

quarter over quarter and a growth rate of 340.8% compared to the first

half of 2021. The level of activity is a strong indicator of the level of confidence

   and reliability that consumers place on our service, with virtually no
   resistance to the transaction fees we charge.

Nwassa’s significant revenue growth is in line with our strategy to

? grow our Agri-Fintech business as our primary focus with mobile access

devices as an enabler to ensure access and connectivity to our Nwassa platform.

The decline in the Naira-USD exchange rate of June 30, 2021 at June 30, 2022

? was mitigated by significant organic growth in volumes and margins

on our agro-fintech trading activity.

Mobile rental revenues continue to be in line with expectations from the one-year rental contract and were slightly impacted by the lower exchange rate.

Leasing revenue is recognized over 12 months in equal instalments from the date
of sign up of the contract. Inasmuch as our lease agreements did not commence
until later in the first half of 2021, wherein we had $55.3 million in leasing
revenue during the quarter and six months ended June 30, 2021 as compared to
$122.1 million and $243.8 million for the quarter and six months ended June 30,
2022, respectively.

Nwassa, our Agri-Fintech platform generated 48.7% and 48.0% of total Company
revenue during the three and six months ended June 30, 2022, respectively,
compared to 34.8% and 45.7% of total revenue for the three and six months ended
June 30, 2021, respectively.

Utility top-up activity levels more than tripled during the three and six months
ended June 30, 2022 as compared to the three and six months ended June 30, 2021.
We believe that the strong performance of the Agri-fintech side of our business
is a clear demonstration of the maturity and adoption of the Nwassa platform by
a higher percentage of our 'Device as a Service' customer base powered through
farmers' cooperatives. The level of loan brokerage, which was relatively
negligible in the first six months of 2021 increased to $10.1 million for the
six months ended June 30, 2022. Of note was the residual revenue stream in the
first half of 2022 resulting from the one-time sale of mobile phones in the
fourth quarter of 2021, where we estimate that at least 30% of the non-leasing
customer base who purchased these phones registered for access to the Nwassa
platform to manage airtime and utility payments during the first six months of
2022. This is significant, inasmuch as it is a demonstration of our successful
campaigns we ran to register customers who bought a phone via a third
non-agricultural cooperative with which we contracted in November 2021.

However, we believe that it is important to understand that the provision of
smartphones is the means to drive a higher level of access to our Agri-Fintech
platform Nwassa, to enable our customers to participate in our Agri-marketplace,
top up their airtime, pay for utilities, insure their mobile devices and access
credit services through partner institutions. Typical fees and commissions on
these services can be up to 4.0%. Insurance revenue is fixed at $0.24 per device
per month. Our focus on providing an affordable mobile device is core to the
delivery of our fintech services and we call that 'Device as a Service' model.
The richness of our Agri-Fintech service and related payment services deliver a
very unique model of social upliftment and financial inclusion to rural
communities. The agri-marketplace we have created provides our customers with an
opportunity to market their fresh produce to reduce the 'time to market' and
contribute towards our objectives to support the rural farming community with
products and services that enable reduction in 'post-harvest losses' - a key
area of focus for us as part of our investment to deliver services through use
of smartphones to drive tangible social upliftment through increased sales for
such farmers using the Nwassa platform.

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Cost of Sales

Three months completed June 30, 2022 and 2021

The following table sets forth the cost of sales for the three months ended June
30, 2022 and June 30, 2021:

                                                 Three Months Ended
                                          June 30, 2022      June 30, 2021

Commission to Cooperatives and Agents    $     2,992,488    $     2,046,256
Cost of Mobile Phones                            122,366         45,435,433

Total cost of sales                      $     3,114,854    $    47,481,689

Semester completed June 30, 2022 and 2021

The following table sets forth the cost of sales for the six months ended June
30, 2022 and June 30, 2021:

                                                  Six Months Ended
                                          June 30, 2022      June 30, 2021
Commission to Cooperatives and Agents    $     5,492,328    $     4,558,197
Cost of Resold Mobile Phones                     122,366         45,435,433

Total cost of sales                      $     5,614,694    $    49,993,630


The Company's cost of sales for the three and six months ended June 30, 2022 was
$3.1 million and $5.6 million, respectively, as compared to $47.5 million and
$50.0 million for the three and six months ended June 30, 2021, respectively.
The lower cost of sales in the first half of 2022 was due to no bulk sales of
mobile phones during those periods.

The cost of sales is made up of two key components:

Commissions to cooperatives and agents – the company has more than 17,000 agents

? who support the deployment of our services through Cooperatives and a

network of independent agencies of rural farmers and women.

Cost of resold mobile phones – from time to time we will sell our brand

? phones in one-time bundling transactions. In such cases, we allocate the costs

   of manufacture and delivery against the sales price of the phones.


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Selling, general and administrative expenses

Three months completed June 30, 2022 and 2021

The following table presents selling, general and administrative expenses for the three months ended June 30, 2022 and June 30, 2021:

                                                       Three Months Ended
                                                June 30, 2022      June 30, 2021

Payroll and related expenses                    $   20,329,684    $       773,918
Distribution expenses                                  288,774              6,245
Professional fees                                   12,821,414            307,681
Bank fees and charges                                  360,373            173,201
Depreciation and amortization                      106,876,493            721,339
General and administrative - other                   2,887,859            

260 346

Bad debt expenses                                           57             

Selling, general and administrative expenses $143,546,654 $2,242,730

Semester completed June 30, 2022 and 2021

The following table shows selling, general and administrative expenses for the six months ended June 30, 2022 and June 30, 2021:

                                                        Six Months Ended
                                                June 30, 2022      June 30, 

2021

Payroll and related expenses                    $   39,570,896    $     1,464,614
Distribution expenses                                  509,961            110,818
Professional fees                                   68,490,826            623,115
Bank fees and charges                                  996,420            236,025
Depreciation and amortization                      213,617,432          

1,461,955

General and administrative - other                   3,726,772            

449,513

Bad debt expenses                                       47,455             

Selling, general and administrative expenses $326,941,762 $4,346,040


Prior year expenses mainly relate to general and administrative expenses
relating of Tingo Mobile only. Our acquisition of Tingo Mobile and the attendant
expenses to maintain our status as a public reporting company has substantially
increased these costs. In addition, in the fourth quarter of 2021, we adopted
our 2021 Equity Incentive Plan which provided for, among other awards, shares of
restricted stock to Plan participants. This resulted in stock-based compensation
expense and professional fees of $101.2 million in the aggregate for the six
months ended June 30, 2022. A detailed breakdown of other costs included in
Selling General and Administrative Expenses are contained in the Consolidated
Profit and Loss Statement. A substantial part of these costs relate to Tingo
Mobile's operations in Nigeria and operational costs related to our parent
company, Tingo, Inc.

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2021 Equity Incentive Plan

On October 6, 2021, the Board adopted our 2021 Equity Incentive Plan ("Incentive
Plan"), the purpose of which was to promote the interests of the Company by
encouraging directors, officers, employees, and consultants of Tingo to develop
a long-term interest in the Company, align their interests with that of our
stockholders, and provide a means whereby they may develop a proprietary
interest in the development and financial success of the Company and its
stockholders. The Incentive Plan is also intended to enhance the ability of the
Company and its subsidiaries to attract and retain the services of individuals
who are essential for the growth and profitability of the Company. The Incentive
Plan permits the award of restricted stock, common stock purchase options,
restricted stock units, and stock appreciation awards. The maximum number of
shares of our Class A common stock that are subject to awards granted under the
Incentive Plan is 131,537,545 shares. The term of the Incentive Plan will expire
on October 6, 2031. On October 12, 2021, our stockholders approved our Incentive
Plan and, during the fourth quarter of 2021 and the first six months of 2022,
the Tingo Compensation Committee granted awards under the Plan to certain
directors, executive officers, employees, and consultants in the aggregate
amount of 131,370,000 shares. The majority of the awards so issued are each
subject to a vesting requirement over a 2-year period unless the recipient
thereof is terminated or removed from their position without "cause", or as a
result of constructive termination, as such terms are defined in the respective
award agreements entered into by each of the recipients and the Company. We
account for share-based compensation using the fair value method, as prescribed
by ASC 718, Compensation-Stock Compensation. Accordingly, for restricted stock
awards, we measure the grant date fair value based upon the market price of our
common stock on the date of the grant and amortize the fair value of the awards
as share-based compensation expense over the requisite service period, which is
generally the vesting term. For all stock awards under the Incentive Plan that
are not subject to vesting, we recognize expense associated with the award
during the period in which the award is granted, in an amount equal to the
number of shares granted, multiplied by the closing trading price of the shares
on the relevant grant date. In connection with these awards, we recorded
stock-based compensation expense and professional fees of $29.2 million and
$101.2 million for the three and six months ended June 30, 2022, respectively.
As of June 30, 2022, total compensation expense to be recognized in future
periods is $53.6 million. The weighted average period over which this expense is
expected to be recognized is 1.5 years.

The following table summarizes the activity related to granted, vested, and
unvested restricted stock awards under the Incentive Plan for the six months
ended June 30, 2022:

                                                                 Weighted
                                                Number of      Average Grant
                                                  Shares      Date Fair Value
Unvested shares outstanding, January 1, 2022    36,950,833    $           1.80
Shares Granted                                  22,500,000    $           3.93
Shares Vested                                   32,176,510    $           3.15
Shares Forfeited                                         -                   -

Unvested shares outstanding, June 30, 2022 27,274,322 $1.97

Cash and capital resources

Sources and Uses of Cash: Our principal sources of liquidity are our cash and
cash equivalents, and cash generated from operations. On September 24, 2021, we
filed a Form D with the Securities and Exchange Commission indicating the sale
of our securities in one or more private transactions (the "Private Offering").
We expect that, as a result of the Private Offering, we will also be able to
secure sufficient operating and working capital for our parent company
activities for the next twelve months.

Cash. From June 30, 2022our cash and cash equivalents totaled $104.1 million on a consolidated basis.

Indebtedness: The Company had $3.0 million and $0 investment debt at June 30, 2022 and December 31, 2021respectively.

We expect our cash on hand and proceeds received from our assets and operations
will be sufficient to meet our anticipated liquidity needs for business
operations for the next twelve months. There can be no assurance that we will
continue to generate cash flows at or above current levels or that we will be
able to raise additional financing to support our parent company's operating and
compliance expenditures.

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Our cash flows could be adversely affected by events outside our control,
including, without limitation, changes in overall economic conditions,
regulatory requirements, changes in technologies, demand for our products and
services, availability of labor resources and capital, natural disasters,
pandemics and outbreaks of contagious diseases and other adverse public health
developments, such as COVID-19, and other conditions. Our ability to attract and
maintain a sufficient customer base, particularly in our principal markets, is
critical to our ability to maintain a positive cash flow from operations. The
foregoing events individually or collectively could affect our results.

We are evaluating the impact of current market conditions on our Company and its
ability to generate dollar-denominated income. We believe that our operating
cash flow and cash on hand will be sufficient to meet operating requirements and
to finance routine capital expenditures through the next twelve months.

Off-balance sheet arrangements

None.

Dividends

On November 10, 2021, our Board adopted a Dividend Policy for the Company. The
Policy provides a process that the Board will undertake when approving
quarterly, annual, and special dividends for the Company including, but not
limited to, various financial criteria and macroeconomic factors, as well as
certain financial and economic factors specific to the Company. In the case of
quarterly dividends, within ninety (90) calendar days following the end of each
fiscal year, the Board will determine the dividend payment, if any, that will be
made to holders of the Company's capital stock. Such dividend will generally be
expressed as a cash amount equal to a percentage of the Company's consolidated
after-tax net income for such prior fiscal year, and will be divided into
fourths, with one-fourth of the amount payable each quarter.

Subsequent events

Management has made an assessment of the Company’s business up to the date of issue of the financial statements, noting the following subsequent event:

Entry into Second Amended and Restated Merger Agreement. As described above in
Note 2 - Entry Into Restated Merger Agreement with MICT, on October 6, 2022, the
Company, MICT, and representatives of each company's shareholders entered into
the Restated Merger Agreement.

                                       30

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