What changed in this filing

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Item 9A. Controls and Procedures

2022-03-16 compared with 2021-03-31 · 1780 added, 2683 removed, 442 unchanged (91% of the section changed)

AND PROCEDURES.

of Disclosure Controls and Procedures

controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports

filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in

the Commission’s rules and forms, and that such information is accumulated and communicated to our management, including

our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no

matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and

management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Management has designed disclosure controls and procedures that reasonably enable the management including the CEO and CFO to

deliberate and take timely decisions regarding required disclosure.

required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an evaluation under the supervision and with the

participation of our management, including our principal executive officer and principal financial officer, of the

effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by

Management has identified material weaknesses in the Company’s internal controls over financial

Based on the foregoing, our principal executive officer and principal financial officer concluded that our

disclosure controls and procedures were not effective.

As of the date of this Report, we continue to work with an outside

advisory and consulting firm with expertise in remediating disclosure and internal controls and procedures.

Management’s

Annual Report on Internal Control Over Financial Reporting

Evaluation of Disclosure Controls and Procedures

controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed or

submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s

rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and

chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating the

disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated,

can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in

evaluating the cost- benefit relationship of possible controls and procedures.

Management has designed disclosure controls and procedures

that reasonably enable the management including the CEO and CFO to deliberate and take timely decisions regarding required disclosure.

required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an evaluation under the supervision and with the participation of our

management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation

of our disclosure controls and procedures as of the end of the period covered by this report.

Based on this evaluation, the Chief Executive

Officer and Chief Financial Officer have concluded the Company’s disclosure controls and procedures were not effective as of December

31, 2021 because of a material weakness.

Management’s Annual Report on Internal

Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting.

(“ICOFR”).

Our internal control system was designed to, in general, provide reasonable assurance to our

company’s management and board regarding the preparation and fair presentation of published financial statements, but

because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

September 11, 2020 (“Closing Date”), our wholly owned subsidiary, Blink Mobility, LLC entered into an Ownership

Interest Purchase Agreement with Blue Systems USA, Inc.

and pursuant thereto acquired all of the ownership interests of

BlueLA Carsharing, LLC (“BlueLA”).

On November 24, 2020, we acquired EV charging operator U-Go Stations, Inc.

(“U-Go”) and its portfolio of 44 DCFC charging locations.

permitted by SEC guidance for newly acquired businesses, because it was not possible to complete an effective assessment of the

acquired companies’

controls by year-end, management has excluded BlueLA and U-Go from its evaluation of disclosure controls

and procedures and control over financial reporting and changes therein from the date of such acquisition through December 31,

These acquired businesses combined constitute approximately 2% of Blink’s consolidated total assets as of December

31, 2020, and approximately 3% of Blink’s consolidated revenues for the year ended December 31, 2020.

management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020.

The framework

used by management in making that assessment was the criteria set forth in the document entitled “2013 Internal Control

Integrated Framework”

issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In performing

that assessment management considered the substantial improvements implemented in 2020 to the Company’s internal controls

referenced above.

Management however concluded that, during the period covered by this report, such internal controls and procedures

were not effective as of December 31, 2020 and that material weaknesses in ICFR existed as described below.

has identified the following material weaknesses as of December 31, 2020:

Company did not maintain effective controls over the management of logical and administrative access.

Specifically, effective

controls were not in place to ensure that only authorized individuals with adequate segregation of duties are permitted access

to IT systems, resources and facilities or to administer IT applications.

has identified the significant business and entity level processes based on a scoping and financial risk assessment.

of these processes, management has prepared detailed process narratives and risk and control matrices with what-could-go-wrong

scenarios and identified key controls to mitigate the various risks relating to financial reporting.

Further, significant

progress has been made in:

(a) firming up the design of the processes and underlying controls;

(b) putting the designed controls

and (d) improving the operational effectiveness of

controls throughout the Company.

The Company was not able to complete the operational effectiveness of some of the controls

due to the timing of the remediation actions taken.

expects to establish a formal review and approval mechanism of logical and administrative access;

leverage the benefits of more

automated controls;

streamline the review and approval process;

continue training current and new employees on internal controls;

and, with the continuing assistance of the Company’s outside experienced and objective advisors, validate the operational

effectiveness of these controls.

expects to remediate these material weaknesses during 2021.

in Internal Control Over Financial Reporting

2020, management implemented improvements to the Company’s internal control system.

Among these improvements are:

The Audit Committee of the Board of Directors has been and will continue to provide diligent oversight to executive

management regarding the Company’s risk identification and mitigation and continuous improvement to the Company’s

control environment.

Further, throughout 2020, the Audit Committee scheduled regular status reporting meetings with executive

management and the Company’s outside SOX compliance advisors.

The Committee plans to continue conducting these meeting

throughout 2021.

People Involvement:

Executive Management, led by the CEO and the CFO, have communicated a strong “tone at the top”

direction to the Company’s secondary and tertiary layers of management and to the rank and file about the need for designing,

implementing, and maintaining a robust internal and disclosure control environment.

Control Accountability:

Starting in 2020, identified process owners, across the organization have provided sub-certificates

to executive management emphasizing that they will individually continue to take responsibility for the internal controls,

and they have confirmed their understanding of both the business process narratives and the risk and control matrices with

the underlying controls as it relates to their spheres of activity.

During the first quarter of 2020, the Company hired a CFO who, as the key process owner for internal controls

over financial reporting, continues to review and approve journal entries, the periodic interim financial statements and the

underlying schedules and disclosures.

In addition, the CFO is providing purposeful leadership of the ongoing remediation initiative

by coordinating with the external consultants and other process owners and providing regular updates to the Audit Committee.

During the fourth quarter of 2020, the Company hired a Director of Accounting, who is assisting the CFO in coordinating the

remediation and operational effectiveness testing work.

Processes and Leverage of Technology :

The existing business and entity level process documentation and underlying controls

will be continuously reviewed and improved upon:

(a) to reflect practical business and growth driven changes as they take

and (b) due to the increasing leverage of NetSuite and interoperability among disparate systems.

as an Instrument of Control:

The Company, with the help of an external consultant, developed its budget for 2021.

2021 budget is expected to serve as a strong control for the Company and management to continuously monitor and evaluate actual

budget and to take necessary corrective action in a timely manner.

a result of these improvements, the following 2019 reported material weaknesses have been remediated and are operating effectively:

Company reported that policies and procedures covering Accounting, IT Security and Human Resources policies needed to be formalized.

During 2020, formalized policies in the above areas were drafted, reviewed and approved by management and disseminated to

applicable employees.

2019, the Company reported that controls needed to improve regarding the:

(a) review, approval and documentation of material

journal entries including those involving estimates and judgments;

(b) reconciliation and review of significant accounts including

accruals, prepayments, right of use assets and operating liabilities to ensure their completeness, timeliness, and accuracy;

and (c) analytical procedures to detect any material misstatements to the financial statements.

During 2020, we implemented

enhanced internal controls in the above areas and have remediated these 2019 reported deficiencies.

2019, we reported that Service Organization Control reports provided by Service Providers engaged by the Company needed to

The Company has now completed the review of relevant SOC reports and the User Control Considerations (UCC) for

2020 and considers this deficiency remediated.

the design of internal control procedures of several material weaknesses reported in 2019 have been remediated during 2020 and

have begun to operate effectively with or without the help of compensating controls.

As a result, management now considers these

2019 material weaknesses to be significant deficiencies.

Management has reached the above conclusion on the basis that sufficient

remediation has taken place to reduce the likelihood or impact of a potential material error or material misstatement.

material weaknesses reported in 2019 which were remediated during 2020, along with management’s plan and timetable for completing

the remediation, include :

In 2019, management reported that due to limited resources,

effective segregation of duties across all business processes had not been achieved.

During 2020, management has established adequate

segregation of duties across all processes except for accounts payable due to pandemic related challenges, and in the area of

Management expects to complete the remediation in accounts payable and taxes in the first half of 2021, as the staff

return to in-office status.

In 2019, we reported that, because of absence

of formalized review of key controls across several business processes and insufficiently formalized documentation evidencing

such review, management’s ability to evaluate the design and monitor the effective operation of these preventative and detective

internal controls is limited.

During 2020, process owners developed formalize process narratives and accountability for the operation

of controls established.

There were though, several instances of changes to the revenue and cost of revenue process flows and

associated controls which were not reflected on a timely basis to the approved process narratives.

During the first half of 2021,

management will take the necessary actions to reflect these changes in the documentation.

In 2019, the Company reported that effective controls

were not in place for:

(a) approving new items being added to the relevant master file/table;

and (b) validating changes to the

relevant master file/ table at the end of the period.

During 2020, the CFO completed the process of reviewing and approving the

changes to master files and tables.

During the first half of 2021, we expect to complete the testing of operational effectiveness

of the enhanced control process and remediate this deficiency.

In 2019, we reported that controls over the identification

and review of transactions pertaining to related parties needed to be strengthened.

The Company has implemented a well-defined

process for reviewing and reporting related party transactions to the Board and obtaining approval from the Board in a timely

During the first half of 2021, the Company needs to complete its full remediation of this deficiency by enhancing procedures

for assembling and maintaining complete and up-to-date information on all applicable parties.

In 2019, we reported that the Company needed to establish

a formal review and approval mechanism in its recently implemented ERP system, leverage the benefits of more automated controls,

and streamline the review and approval by using the capabilities with NetSuite.

The Company has completed the process for reviewing

automated controls in NetSuite and is in the process of instituting review and approval mechanisms.

The Company expects to complete

this task during the first half of 2021.

expects to remediate these significant deficiencies during 2021.

as described above, there were no changes in the Company’s internal control over the financial reporting during the fourth quarter

Our internal control system

was designed to, in general, provide reasonable assurance to our company’s management and board regarding the preparation and fair

presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may

not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that

controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may

May 10, 2021, pursuant to a Share Purchase Agreement dated April 21, 2021, the Company through its wholly owned subsidiary in the Netherlands,

Blink Holdings, B.V.

acquired all of the outstanding capital stock of Blue Corner NV, a Belgian company (“Blue Corner”).

Headquartered in Belgium, with sales representative offices in several other European cities, Blue Corner owns and operates an EV charging

network across Europe.

permitted by SEC guidance for newly acquired businesses, because it was not possible to complete an effective assessment of the acquired

company’s controls by year-end, management has excluded Blue Corner from its evaluation of disclosure controls and procedures and

internal controls over financial reporting and changes therein from the date of such acquisition through December 31, 2021.

This subsidiary’s

total assets and total revenues represent approximately 4% and 36%, respectively, of the related consolidated financial statement amounts

as of and for the year ended December 31, 2021.

Our management assessed the

effectiveness of our internal control over financial reporting as of December 31, 2021.

The framework used by management in making that

assessment was the criteria set forth in the document entitled “2013 Internal Control – Integrated Framework” issued

by the Committee of Sponsoring Organizations of the Treadway Commission.

In performing that assessment management considered the substantial

improvements implemented in 2021 to the Company’s internal controls referenced above.

Management however concluded that, during

the period covered by this report, such internal controls and procedures were not effective as of December 31, 2021 and that a material

weakness in internal control over financial reporting existed as described below.

Company identified certain design deficiencies in its management and analytical review controls

associated with the financial close, revenue and inventory processes.

These deficiencies,

individually or in the aggregate, combined with inadequate compensating controls, created

a reasonable possibility that a material misstatement to the consolidated financial statements

might not be prevented or detected on a timely basis.

Management expects to remediate these

control deficiencies during 2022.

Changes in Internal Control Over Financial

2021, management continued to implement improvements to the Company’s internal control system.

Throughout the year, from executive

management on down, a strong commitment was made to the importance of internal control and to create and maintain an infrastructure to

support the Company’s SOX compliance program.

The Audit Committee was actively engaged and exercised continuous oversight throughout

Further, management and the Audit Committee fostered open and regular dialogue with the Company’s external auditors.

Internal control, particularly those relating to subjective judgements, were strengthened and, when possible automated and centralized.

Further, improvements included:

All financially significant

business processes and entity-level assessments were documented, evaluated, tested for their adequacy of design.

The Company’s information

technology security and general controls were likewise documented, evaluated and tested for their adequacy of design.

The Company successfully

tested for operational effectiveness its business process and entity level internal controls and information technology general and

security controls.

As a result of the internal

controls initiatives referenced above, the following 2020 reported material weaknesses have been remediated and are operating effectively:

The Company maintains

effective controls over the management of logical and administrative access.

The Company completed

the operational effectiveness of some of the controls due to the timing of the remediation actions taken.

as described above, there were no changes in the Company’s internal control over the financial reporting during the fourth quarter

of 2021 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

INTERNAL CONTROL OVER FINANCIAL REPORTING

the Shareholders and Board of Directors of

Opinion on Internal Control over Financial Reporting

have audited Blink Charging Co.

and Subsidiaries (the "Company") internal control over financial reporting as of December 31,

2021, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

In our opinion, because of the effect of the material weaknesses described in the following paragraph on

the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting

as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee

of Sponsoring Organizations of the Treadway Commission.

material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there

is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented

or detected on a timely basis.

The following material weaknesses have been identified and included in “Management's Annual Report

on Internal Control Over Financial Reporting”:

of the Company’s controls associated with the financial close and reporting, inventory

and revenue processes were not designed effectively.

Specifically, the Company had

deficiencies in the design of process level controls.

These deficiencies, combined with inadequate

compensating review controls, created a reasonable possibility that a material misstatement,

individually or in the aggregate, to the consolidated financial statements might not be prevented

or detected on a timely basis and represents a material weakness in the Company’s internal

control over financial reporting.

material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the fiscal 2021

consolidated financial statements, and this report does not affect our report dated March 16, 2022 on those financial statements.

have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”),

the consolidated balance sheets as of December 31, 2021 and 2020 and the related consolidated statements of operations, comprehensive

loss, changes in shareholders’ equity, and cash flows for the three years ended December 31, 2021 of the Company and our report

dated March 16, 2022 expressed an unqualified opinion on those financial statements .

Paragraph – Excluded Subsidiaries

described in “Management Annual Report on Internal Control Over Financial Reporting,” management has excluded its wholly-owned

subsidiary, Blue Corner NV, from its assessment of internal control over financial reporting as of December 31, 2021 because this entity

was acquired by the Company in a purchase business combination during 2021.

We have also excluded Blue Corner NV from our audit of internal

control over financial reporting.

This subsidiary’s total assets and total revenues represent approximately 3.4% and 34.2%, respectively,

of the related consolidated financial statement amounts as of and for the year ended December 31, 2021 .

Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the

effectiveness of internal control over financial reporting, included in the accompanying "Management Annual Report on Internal Control

Over Financial Reporting." Our responsibility is to express an opinion on the Company's internal control over financial reporting

based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the

Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing

the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based

on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

that our audit provides a reasonable basis for our opinion.

and Limitations of Internal Control over Financial Reporting

company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance

of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with

authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that degree of compliance with the policies or procedures may deteriorate.

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

and Executive Officers

following table sets forth the name and ages of our directors and executive officers, and their positions with us, as of March

of the Board and Chief Executive Officer

Chief Operating Officer and Director

Financial Officer

van Montfrans

principal occupations for the past five years (and, in some instances, for prior years) of each of our directors and executive

officers are as follows:

Farkas has served as our Chief Executive Officer from 2010 to July 2015 and from October 2018 to date.

Farkas has served

as a member of the Board since 2010 and has been the Chairman of the Board since January 2015.

Farkas is the founder and manager

of FGI, a privately-held investment firm.

Farkas is the founder, a director and the Chief Executive Officer of Balance Labs,

Inc., a consulting firm that provides business development and consulting services to startup development stage business.

Farkas also currently holds the position of Chairman and Chief Executive Officer of the Atlas Group, in which its subsidiary,

Atlas Capital Services, was a broker-dealer that had successfully raised capital for a number of public and private clients until

it withdrew its FINRA registration in 2007.

Over the last 20 years, Mr.

Farkas has established a successful track record as a

principal investor across a variety of industries, including telecommunications, technology, aerospace and defense, agriculture,

and automotive retail.

Farkas attended Brooklyn College where he studied Finance.

the Chairman and Chief Executive Officer and one of the company’s largest stockholders, Mr.

Farkas leads the Board and guides

Farkas brings extensive industry knowledge of the company and a deep background in emerging growth companies

and capital market activities.

His service as Chairman and Chief Executive Officer creates a critical link between management

and the Board.

Jones has served as our Chief Operating Officer since April 20, 2020.

On February 25, 2021, Mr.

Jones was appointed by

the Company’s Board of Directors to President and was elected to become a member of Blink’s Board of Directors.

Jones has more than 25 years of day-to-day operational experience in the electric vehicle (EV) charging, automotive and alternative

energy industries and in-depth knowledge in the areas of EV charging sales, technology and infrastructure development.

joining Blink, he served as the Chief Operating Officer of Electrify America, LLC, the United States-based EV subsidiary of Volkswagen

Group AG, from September 2016 to March 2020.

Jones was Electrify America’s first employee and is credited with building

Electrify America from its original startup concept into one of the largest ultrafast EV charging companies in the world, establishing

strategy, design implementation and management teams at Electrify America, negotiating numerous contracts for charging services

with leading car makers, retail property owners and EV infrastructure companies, and managing the installation and servicing of

thousands of charging stations.

Jones previously served as Vice President - OEM Strategy and Business Development of EVgo,

a subsidiary of NRG Energy which operates EV fast charging stations, from March 2014 to September 2016.

Prior to these positions,

Jones served in various leadership positions with Nissan North America, Inc., from April 1994 to March 2015.

At Nissan, he

assumed increasingly senior positions including Director - Electric Vehicle Sales Operations and Infrastructure Development from

2013 to 2015, Director - Chief Marketing Manager EV Model Line from 2011 to 2013, and Senior Manager of the Nissan LEAF Launch

Team from 2009 to 2011.

Jones has been a board member of several EV industry groups including the Electric Drive Transportation

Association, a trade association that promotes electric drive technologies and infrastructure (2015 and 2016), and the ROEV Association,

a collaboration between EV charging network operators and electric vehicle manufacturers to allow drivers to charge at multiple

stations using one card (from 2015 to 2017).

Jones received B.A.

degrees from George Mason University and a professional

certificate from Vanderbilt University for completing the accelerated executive leadership development program.

Rama has served as our Chief Financial Officer since February 10, 2020.

Prior to joining us, Mr.

Rama was an independent

financial consultant (not associated with Blink) from July 2019 until he joined us on February 10, 2020.

Rama served as the

Vice President and Chief Financial Officer of NV5 Global, Inc., a Nasdaq Capital Markets-traded company that provides professional

and technical engineering and consulting solutions for public and private sector clients in the infrastructure, energy, construction,

real estate and environmental markets, from September 2011 to June 2019.

At NV5 Global, Mr.

Rama was responsible for all accounting,

finance and treasury functions and the company’s SEC reporting.

From October 1997 until August 2011, Mr.

Rama held various

accounting and finance roles with AV Homes, Inc.

(formerly known as Avatar Holdings, Inc.), including as principal financial officer,

chief accounting officer and controller.

Rama has more than 20 years of experience with SEC compliance, establishment and

maintenance of internal controls, and capital markets and acquisition transactions.

Rama earned a Bachelor of Science degree

in accounting from the University of Florida and is a Certified Public Accountant.

Hillo has served as our General Counsel since June 2018.

Prior to joining us, Mr.

Hillo practiced law in New York and Israel

as a partner in the law firm Schechter Hillo, which he founded in October 2004.

Hillo has also been involved in starting and

operating new businesses.

He served as Chief Executive Officer of K-Lawyers.com, an internet legal platform, from February 2016

to June 2018, co-founder and general counsel of Ariel Photonics Assembly Ltd., a developer of lasers for defense applications,

from September 2007 to September 2015, and in-house counsel at LSL Biotechnologies, Inc., a developer of seeds with long shelf-life

qualities, from March 1998 to April 2006.

Currently, Mr.

Hillo serves on the board of Balance Labs, Inc., a consulting firm that

provides business development and consulting services to startup development stage businesses, since February 2017.

received his law degree from Tel Aviv University in Israel and a Master of Laws degree (Cum Laude) from Fordham University in

New York, where he specialized in banking, corporate and finance law.

Hillo is a member of the New York State Bar Association,

the Israeli Bar Association and certified to practice as in-house counsel in Florida.

Hillo is a veteran of the Israeli Defense

Forces where he retired as a ranked Major.

Buffalino joined our Board of Directors in December 2019.

He has been a senior real estate executive for more than 35 years.

He is currently a Senior Vice President of Cushman & Wakefield, a global real estate services firm, since 2012.

& Wakefield, Mr.

Buffalino is responsible for institutional property investment sales, site selection, lease negotiations

and corporate consulting.

Buffalino has previously worked at other commercial real estate services and investment firms including

serving as a Senior Vice President at Jones Lang LaSalle from 2009 to 2012, a First Vice President at CB Richard Ellis from 2002

to 2009, and a First Vice President at Donaldson, Lufkin & Jenrette/Credit Suisse in its corporate real estate group from

2000 to 2002.

Buffalino received a B.A.

degree from Providence College.

Buffalino has extensive experience and contacts working with large property owners, managers and developers, making his input

invaluable to the Board’s discussions of EV charging station deployment decisions, and our ongoing sales, marketing and

growth strategies.

Engel has served on our Board of Directors since July 2014 and has been a business development officer of our company since

January 2020.

Engel is also a consultant to Palisades Capital Management LLC, which serves as an investment advisor with regard

to our marketable securities portfolio.

Engel served as Managing Director and consultant at Drexel Burnham Lambert for 15

Engel managed and developed new business relationships and represented clients such as Warner Communications and KKR

Engel also served as a consultant to Bear Stearns and as a Director of such companies as Revlon, Uniroyal

Chemical, Levitz, Banner Industries, Savannah Pulp & Paper, and APL Corp.

In the last decade, Mr.

Engel consulted to Morgan

Joseph TriArtisan.

Engel attended the University of Richmond.

Engel has extensive knowledge of capital markets and fostering new business relationships in particular, making his input invaluable

to the Board’s discussions on the company’s capital markets and mergers and acquisitions activities.

Levine joined our Board of Directors in December 2019.

He has been the President of Jack Levine, PA, a certified public accounting

firm, since 1984.

For more than 35 years, he has been advising corporations on financial and accounting matters and serving as

an independent director on numerous boards, frequently as head of their audit committees.

Levine is currently a director and

chairman of the audit committee of SignPath Pharma, Inc., a development-stage biotechnology company, since 2010.

Levine’s previous board memberships included Provista Diagnostics, Inc., a cancer detection and diagnostics company focused

on women’s cancer, from 2011 to 2018 (also serving as chairman of its audit committee);

Biscayne Pharmaceuticals, Inc.,

a biopharmaceutical company discovering and developing novel therapies based on growth hormone-releasing hormone analogs;

Life Sciences, a research and development company focused on early detection of cervical cancer, from 2004 to 2008 (also serving

as chairman of its audit committee);

and Pharmanet, Inc., a global drug development services company providing a comprehensive

range of services to pharmaceutical biotechnology, generic drug and medical device companies, from 1999 to 2007 (also serving

as chairman of its audit and other committees).

Levine also served as a director and audit committee chair of Beach Bank,

a community bank, from 2000 to 2006, Prairie Fund, a mutual fund, from 2000 to 2006, and Bankers Savings Bank, a community bank,

from 1996 to 1998, and was a member of the audit committee of Miami Dade County School Board, the nation’s third largest

school system, from 2004 to 2006.

Levine is a certified public accountant licensed by the States of Florida and New York.

He also is a member of the National Association of Corporate Directors, Association of Audit Committee Members and American Institute

of Certified Public Accountants.

Levine received a B.A.

degree from Hunter College of the City University of New York and

from New York University.

Levine demonstrates extensive knowledge of complex financial, accounting, tax and operational issues highly relevant to our growing

Through his decades of service as a board member, he also brings significant working experience in corporate controls

and governance.

Marks joined our Board in March 2020.

He is currently the President of KRM Energy Advisors LLC, which focuses on providing

strategic and financing advice in the clean energy sector.

Marks was previously Managing Director and Head of Power, Utilities

and Renewables for the Americas for HSBC from 2011 to 2016 in which he was responsible for leading the bank’s investment

banking and commercial banking services for clients in the sector in North and South America, including the provision of strategic

advice, financing and other bank products.

Prior to HSBC, he worked for Morgan Stanley as an investment banker for 33 years in

increasingly senior roles, including as Managing Director in the Global Power and Utility Group.

In this role, Mr.

Marks provided

the full range of Morgan Stanley’s banking products to clients in the sector, including strategic advice, debt and equity

financing, and derivatives/hedging.

experience at Morgan Stanley also included participation in specialized groups

at the investment bank focusing on mergers and acquisitions, financial restructuring, project financing, valuations and corporate

Throughout his tenure at Morgan Stanley, Mr.

Marks was based in the United States, except for three years when he was

based in Hong Kong as Head of M&A and Project Finance for the region.

Marks is a member of the Board of Directors of the Coalition for Green Capital, a non-profit entity which is a leading advisor

on Green Banks and related clean energy finance and deployment entities, and Chairman of its Audit Committee.

Marks received

degree in electrical engineering from Bucknell University, an M.B.A.

in industrial management from the Wharton School of

University of Pennsylvania, and a Ph.D.

in finance from New York University.

For a number of years, Mr.

Marks served on the faculty

at NYU teaching courses in its M.B.A.

program and has published articles in numerous journals including Public Utilities Fortnightly,

Energy Biz and Harvard Business Review.

experience in the power, utility and renewable areas and his leadership positions at a leading global investment

bank, one of the largest global commercial banks and at a non-profit entity applicable to the sector makes his input invaluable

to our Board’s discussions of the EV charging and alternative energy markets.

He also brings transactional expertise in

mergers and acquisitions and capital markets.

van Montfrans joined our Board of Directors in December 2019.

He is an experienced entrepreneur in Europe.

He is currently

the Chief Executive Officer of Incision Group, a medtech startup in team performance and education, since January 2017, and co-founded

and led ScaleUpNation, a growth accelerator for ventures with large scale-up potential, from February 2016 to January 2017, each

in Amsterdam, the Netherlands.

February 2009, Mr.

van Montfrans founded NewMotion, which grew to become the leading service provider for electric vehicles in

Europe, with the largest public network of charging stations.

van Montfrans served as Chief Executive Officer and International

Business Development Director of NewMotion until February 2016, shortly before the company was purchased by Royal Dutch Shell.

Prior to NewMotion, Mr.

van Montfrans was a partner of H2 Equity Partners, an investment firm in Amsterdam, from September 2002

to February 2009, an engagement manager at McKinsey & Co.

in Amsterdam from May 1999 to September 2002, and an associate in

the mergers and acquisitions group of J.P.

Morgan in London.

van Montfrans received a Master of Science degree in business

from the University of Groningen in the Netherlands.

van Montfrans’

day-to-day operational leadership of NewMotion and in-depth knowledge of the EV charging market and broad

range of companies in the industry (with a focus on Western Europe) make him well qualified to be a member of the Board.

directors are appointed at the annual meeting of stockholders and hold office until the annual meeting of the stockholders next

succeeding his or her election, or until his or her prior death, resignation or removal in accordance with our bylaws.

are appointed by the Board and hold office until the annual meeting of the Board next succeeding his or her election, and until

his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation

are no family relationships between any of our officers or directors.

Board held 17 meetings in 2020 and all of the directors attended at least 75% of the total number of meetings of the Board and

committees on which they served.

In addition, the Board of Directors took action three times during 2020 by unanimous written

consent in lieu of a meeting, as permitted by applicable law.

We, and the Board, expect all current directors to attend our annual

meetings of stockholders barring unforeseen circumstances or irresolvable conflicts.

We do not have a written policy on Board

attendance at annual meetings of stockholders;

however, we do schedule a Board meeting immediately after the annual meeting for

which members attending receive compensation.

Board is currently comprised of six directors.

In December 2019, Mr.

Levine was designated as our lead independent director.

Board’s committees are described below.

Board has established an audit committee, a compensation committee, and a nominating and corporate governance committee.

The composition

and responsibilities of each of the committees of our Board are described below.

Members serve on such committees until their

resignation or until otherwise determined by our Board.

audit committee was established in December 2013 to oversee our corporate accounting and financial reporting processes.

committee is, among other things, responsible for:

and hiring the independent registered public accounting firm to audit our financial statements;

to ensure the independence and performance of the independent registered public accounting firm;

audit and non-audit services and fees;

financial statements and discussing with management and the independent registered public accounting firm our annual audited

and quarterly financial statements, the results of the independent audit and the quarterly reviews, and the reports and certifications

regarding internal controls over financial reporting and disclosure controls;

the audit committee report that the SEC requires to be included in our annual proxy statement;

reports and communications from the independent registered public accounting firm;

earnings press releases and earnings guidance;

the adequacy and effectiveness of our internal controls and disclosure controls and procedures;

our policies on risk assessment and risk management;

related party transactions;

and overseeing procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission

by our employees of concerns regarding questionable accounting or auditing matters;

and monitoring actual and potential conflicts of interest.

audit committee is currently comprised of Messrs.

Levine (Chair), Marks and van Montfrans.

Our Board has determined that each

of the directors presently serving on the audit committee meets the requirements for financial literacy under applicable rules

and regulations of the SEC and Nasdaq.

In addition, our Board has determined that Mr.

Levine meets the requirements of a financial

expert as defined under the applicable rules and regulations of the SEC and who has the requisite financial sophistication as

defined under the applicable rules and regulations of Nasdaq.

Our Board has considered the independence and other characteristics

of each member of our audit committee, and our Board believes that each member meets the independence and other requirements of

Nasdaq and the SEC.

Our audit committee operates under a written charter that satisfies the applicable standards of the SEC and

2020, the audit committee met 19 times.

compensation committee was established in December 2013 to oversee our corporate compensation policies, plans and benefit programs.

Our compensation committee is, among other things, responsible for:

approving and determining, or making recommendations to our Board regarding, the compensation of our executive officers, including

our Chief Executive Officer and other executive officers;

administering

our equity compensation plans and programs;

and discussing with our management our SEC disclosures;

our submissions to stockholders on executive compensation matters.

compensation committee is currently comprised of Messrs.

Marks (Chair), Buffalino and Levine.

Our Board has considered the independence

and other characteristics of each member of our compensation committee.

Our Board believes that each present member of our compensation

committee meets the requirements for independence under the current requirements of Nasdaq, is a non-employee director as defined

by Rule 16b-3 promulgated under the Exchange Act and is an outside director as defined pursuant to Section 162(m) of the Internal

Revenue Code of 1986.

Our compensation committee operates under a written charter that satisfies the applicable rules and regulations

of the SEC and the listing standards of Nasdaq.

2020, the compensation committee met 16 times separately and took action two times by unanimous written consent in lieu of a meeting,

as permitted by applicable law.

and Corporate Governance Committee

nominating and corporate governance committee was established in December 2013.

Our nominating and corporate governance committee

is currently comprised of Messrs.

Buffalino (Chair) and Levine.

Our nominating and corporate governance committee

is responsible for the review of corporate governance, identifying, review the composition of and evaluate the performance of

recommend persons for election to the Board and evaluate director compensation;

review the composition of committees

of the Board and recommend persons to be members of such committees;

review and maintain compliance of committee membership with

applicable regulatory requirements;

and review conflicts of interest of members of the Board and corporate officers.

The committee

may use outside consultants to assist in identifying candidates and will also consider advice and recommendations from stockholders,

management, and others as it deems appropriate.

When evaluating director nominees, our directors consider the following factors:

current size and composition of the Board and the needs of the Board and the respective committees of the Board;

factors as character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience,

length of service, potential conflicts of interest, other commitments and the like;

factors that the directors may consider appropriate.

nominating and corporate governance committee operates under a written charter.

Our goal is to assemble a Board that brings together

a variety of skills derived from high quality business and professional experience.

2020, the nominating and corporate governance committee met three times separately and in conjunction with several meetings

of the Board of Directors due to the small size of the Board and the committee’s limited activities.

we do not have a formal diversity policy for Board membership, the Board does seek to ensure that its membership consists of sufficiently

diverse backgrounds, meaning a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations

and decisions.

In considering candidates for the Board, the independent directors consider, among other factors, diversity with

respect to viewpoints, skills, experience and other demographics.

of our directors is a member of the National Association of Corporate Directors, an independent nonprofit membership organization

of corporate board members that provides governance guidelines to assist directors in discharging their responsibilities and ensuring

their commitment to the highest standards of corporate conduct and compliance.

shares of common stock and warrants are traded on the Nasdaq Capital Market.

Under the rules of Nasdaq, “independent”

directors must make up a majority of a listed company’s board of directors.

In addition, applicable Nasdaq rules require

that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent

within the meaning of the applicable Nasdaq rules.

Audit committee members must also satisfy the independence criteria set forth

in Rule 10A-3 under the Exchange Act.

Board has undertaken a review of the independence of each director and considered whether any director has a material relationship

with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities.

As a result of

this review, our Board determined that Messrs.

Buffalino, Levine, Marks and van Montfrans qualify as “independent”

directors within the meaning of the Nasdaq rules.

As a result, a majority of our directors are independent, as required under

applicable Nasdaq rules.

As required under applicable Nasdaq rules, we anticipate that our independent directors will meet in

regularly scheduled executive sessions at which only independent directors are present.

Leadership Structure

Farkas has been a director since 2010, our Chairman of the Board since January 2015 and Chief Executive Officer from 2010 to

July 2015 and again since October 2018.

We believe that having one person, particularly Mr.

Farkas with his wealth of industry

and executive management experience, his extensive knowledge of the operations of the company and his own history of strategic

thinking, serve as both Chairman and Chief Executive Officer is the best leadership structure for us because it demonstrates to

our employees, customers and stockholders that the company is under strong leadership, with a single person setting the tone and

having primary responsibility for managing our operations.

This unity of leadership promotes strategy development and execution,

timely decision-making and effective management of our resources.

We believe that we have been well served by this structure.

described above, [four] of our six directors are independent.

In addition, all of the directors on each of the audit committee,

compensation committee and nominating and corporate governance committee are independent directors and each of these committees

is led by a committee chair.

The committee chairs set the agendas for their committees and report to the full board on their work.

As required by Nasdaq, our independent directors meet in executive session without management present as frequently as they deem

appropriate, typically at the time of each regular in-person Board meeting.

All our independent directors are highly accomplished

and experienced businesspeople in their respective fields, who have demonstrated leadership in significant enterprises and are

familiar with Board processes.

Our independent directors bring experience, oversight and expertise from outside the company and

industry, while our Chairman and Chief Executive Officer brings company-specific experience and expertise.

Role in Risk Oversight

assessment and oversight are integral parts of our governance and management processes.

Our Board does not have a standing risk

management committee, but rather administers this oversight function directly through our Board as a whole, as well as through

various standing committees of our Board that address risks inherent in their respective areas of oversight.

Board oversees an enterprise-wide approach to risk management, which is designed to support the achievement of our company’s

objectives, including the strategic objective to improve long-term financial and operational performance and enhance stockholder

Our Board believes that a fundamental part of risk management is understanding the risks that we face, monitoring these

risks and adopting appropriate control and mitigation of these risks.

Board discusses risks with our senior management on a regular basis, including as a part of its strategic planning process, annual

budget review and approval, and through reviews of compliance issues in the appropriate committees of our Board.

While the Board

has the ultimate oversight responsibility for the risk management process, various committees of the Board are structured to oversee

specific risks, as follows:

Risk Oversight Responsibility

financial risk, including capital risk, financial compliance risk, internal controls over financial reporting and reporting

of violations involving financial risk, internal controls and other non-compliance with our Code of Conduct.

our compensation policies and practices to ensure compensation appropriately incentivizes and retains management and determines

whether such policies and practices balance risk-taking and reward in an appropriate manner.

and Corporate Governance Committee

the assessment of each Board member’s independence to avoid conflict, determine effectiveness of the Board and committees,

and maintain good governance practices through our Corporate Governance Guidelines and Code of Conduct.

Board also considers our internal control structure which, among other things, limits the number of persons authorized to execute

material agreements, requires approval of our Board for matters outside of the ordinary course and includes our whistleblower

This policy establishes procedures for the submission by our employees and consultants, on a confidential and anonymous

basis, of complaints and concerns regarding our financial statement disclosures, accounting practices, internal controls or auditing

matters, or possible violations of the federal securities laws or the rules or regulations promulgated thereunder.

submitted through this policy are promptly routed to the Chair of our Audit Committee.

Section 16(a) Reports

16(a) of the Exchange Act requires our executive officers, directors and holders of more than 10% of our common stock to file

with the SEC initial reports of ownership and reports of changes in ownership of our common stock.

Such persons are required to

by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

solely upon our review of the copies of such forms received by us, or representations from certain reporting persons that no year-end

Forms 5 were required for those persons, we believe that, during the year ended December 31, 2020, all filing requirements applicable

to our executive officers, directors and greater than 10% beneficial owners were complied with, except for late Form 4 filings

Engel, Farkas, Rama and Jones, due to administrative delays.

COMPENSATION.

following summary compensation table sets forth all compensation awarded to, earned by, or paid to our principal executive officer

who served as such during all of 2020 (Michael D.

Farkas), and our two most highly compensated executive officers other than our

principal executive officer who were serving as executive officers at the end of 2020 (Brendan S.

Jones and Michael P.

“named executive officers”)).

Compensation Table

Chairman and Chief Executive Officer

Chief Operating Officer

Chief Financial Officer

Farkas serves as our Chairman and Chief Executive Officer and was appointed to these positions in January 2015 and October 2018 (and previously from 2010 to July 2015), respectively.

Included in All Other Compensation for Mr.

Farkas are (i) company-paid health insurance benefits of $23,883 and $23,877 in 2020 and 2019, respectively, (ii) company-paid car lease and insurance expenses of $40,947 and $44,459 in 2020 and 2019, respectively, and (iii) tax gross-up of $38,928 relating to the vesting of stock awards in 2020.

Jones has served as our Chief Operating Officer since April 2020.

Included in Bonus for

Jones is a cash signing bonus of $55,000 in accordance with the Employment Agreement.

Included in All Other Compensation for Mr.

Jones is company-paid health insurance benefits

of $14,183 in 2020 and reimbursement of relocation expenses pursuant to his contract

of $43,153 in 2020.

Rama has served as our Chief Financial Officer since February 2020.

Included in Bonus

Rama is a cash signing bonus of $50,000 in accordance with the Employment Agreement.

Included in All Other Compensation for Mr.

Rama is company-paid health insurance benefits

of $22,444 in 2020.

stock and option awards granted in 2020 and 2019 pursuant to our 2018 Plan.

The aggregate grant date fair value of such

awards was calculated in accordance with FASB ASC Topic 718.

These amounts do not represent actual amounts paid or to

Amounts shown are not necessarily indicative of values to be achieved, which may be more or less than the

amounts shown as awards are subject to time-based vesting.

The assumptions used in calculating these amounts are discussed

in Note 12 of the Notes to Consolidated Financial Statements included in this Annual Report.

and Management Contracts, Termination of Employment and Change-in-Control Arrangements

Farkas Employment Agreement .

On October 15, 2010, we entered into an employment agreement with Michael D.

serve as our Chief Executive Officer (“Original Farkas Employment Agreement”).

The agreement was for three years and

stipulated a base salary of $120,000 in year one, $240,000 in year two and $360,000 in year three.

The agreement also included

a signing bonus of $60,000.

At a Board meeting on April 17, 2014, the Board resolved to enter into a three-year contract with

Farkas, in which Mr.

Farkas was to receive a monthly salary of $40,000 with an increase to $50,000 per month in the event

our shares became listed for trading on a national securities exchange.

On December 23, 2014, in connection with the closing and

as a condition to the closing of a series C preferred stock securities purchase agreement, we entered into an amendment to the

employment agreement with Mr.

Farkas (who was still Chief Executive Officer at that time) (“First Amendment”).

First Amendment provided that Mr.

Farkas was to have a salary of $40,000 per month.

However, for such time as any of the aggregate

subscription amount from the December 2014 securities purchase agreement was still held in escrow, Mr.

Farkas was to receive $20,000

in cash and the remaining amount of his compensation (i) was to be deferred and (ii) was to be determined by the compensation

committee of the Board to be fair and equitable.

Additionally, beginning on the date that the aggregate subscription amount was

released from escrow and continuing for so long as the series C preferred stock remained outstanding, Mr.

Farkas’

was only to be paid in cash if doing so would not have put us in a negative operating cash flow position.

Effective July 24, 2015,

we again amended our employment agreement with Mr.

Farkas, such that Mr.

Farkas was appointed our Chief Visionary Officer and

was no longer our Chief Executive Officer (“Second Amendment”).

June 15, 2017, we and Mr.

Farkas entered into a third amended employment agreement (“Third Amendment”).

Amendment was approved by our compensation committee and the Board as a whole (with Mr.

Farkas recusing himself from this vote).

The Third Amendment, which superseded the First Amendment and Second Amendment, clarified that, on a going-forward basis, the

Chairman position held by Mr.

Farkas would be the principal executive officer of our company.

Farkas was appointed to this

position for a term of three years, with an automatic one-year renewal unless either party terminates Mr.

Farkas’

with our company at least 60 days prior to the expiration of the term.

We agreed that Mr.

Farkas was to be paid $20,000 per month

from July 24, 2015 to November 24, 2015 and we agreed to pay Mr.

Farkas the equivalent of $15,000 per month in cash compensation

for the past 18 months (from December 1, 2015 to May 31, 2017), or $270,000.

Prior to entering into the Original Farkas Employment

Agreement, we and an entity controlled by Mr.

Farkas entered into (i) a Consulting Agreement, dated October 20, 2009 (“Consulting

Agreement”), and (ii) a Car Charging Group, Inc.

Fee/Commission Agreement, dated November 17, 2009 (“Fee Agreement”),

and, after entering into the Original Farkas Employment Agreement, the parties entered into a Patent License Agreement, dated

March 29, 2012, among our company, Mr.

Farkas and Balance Holdings, LLC and the March 11, 2016 Agreement regarding the Patent

License Agreement (with the Fee Agreement and the Consulting Agreement, “Affiliate Agreements”).

Additionally, the

Original Farkas Employment Agreement included a provision whereby any stock options or warrants awarded to Mr.

Farkas (or Farkas

Group, Inc.) by us that were exercised by Mr.

Farkas or that expired would be replaced by us.

Such replacement stock options and

warrants would have a new exercise price that is 1% above the market price on the new issue date.

to a December 6, 2017 letter agreement between our company and Mr.

Farkas’

monthly salary, as of the closing

of our 2018 public offering, is $40,000 of cash compensation.

From February 16, 2018 to April 16, 2018, in connection with the

closing of our 2018 public offering, we (i) paid $80,000 to Mr.

Farkas in repayment of accrued cash compensation for the period

from July 2015 to November 2015, (ii) issued to Mr.

Farkas 223,456 units of unregistered shares of common stock and warrants (with

each unit consisting of one share of common stock and two warrants each to purchase one share of common stock for a total of 223,456

shares and 446,912 warrants) issuable as payment of $712,500 in shares of common stock owed to Mr.

Farkas for the period from

December 1, 2015 to May 31, 2017 pursuant to the Third Amendment and a Conversion Agreement, dated August 23, 2017, between our

company and Mr.

Farkas, divided by the public offering price of $4.25 multiplied by 80%, (iii) issued to Mr.

Farkas 153,039 units

of unregistered shares of common stock and warrants (for a total of 153,039 shares and 306,078 warrants) issuable as payment of

(a) $375,000 in shares of common stock owed to Mr.

Farkas for accrued commissions on hardware sales and revenue from charging

stations for the period from November 2015 to March 2017 pursuant to the Third Amendment divided by the public offering price

of $4.25 multiplied by 80%, and (b) $145,334 in shares of common stock owed to Mr.

Farkas for accrued commissions on hardware

sales and revenue from charging stations for the period from April 2017 to February 13, 2018 pursuant to a verbal agreement between

our company and Mr.

Farkas, divided by the public offering price of $4.25 multiplied by 80%, and (iv) issued to Mr.

Farkas 74,753

shares of common stock issuable as payment of principal and interest of $221,009 owed to BLNK Holdings, LLC, a company controlled

Farkas, pursuant to the Conversion Agreement, dated August 23, 2017, between our company and BLNK Holdings.

In March 2018,

Farkas also received 886,119 shares of common stock issuable pursuant to the December 6, 2017 letter agreement.

Farkas is owed stock options for 7,000 shares of common stock at an exercise price of $30 per share and stock options for 8,240

shares of common stock at an exercise price of $37.50 per share in connection with amounts owed pursuant to the Third Amendment.

With the exception of the Farkas additional amounts for the period from April 2017 to February 13, 2018, pursuant to a verbal

agreement between our company and Mr.

Farkas, the Third Amendment resolved all claims Mr.

Farkas had with regard to the Affiliate

Following the closing of our 2018 public offering and the issuance of all securities owed to Mr.

Farkas pursuant to

the verbal agreement, Mr.

Farkas no longer has any claims with regard to the Affiliate Agreements.

The Affiliate Agreements are

not currently in effect and will retain that status while Mr.

Farkas is employed by us with a monthly salary of at least $30,000.

Pursuant to the Third Amendment, Mr.

Farkas will be entitled to salary and benefits for 18 months if he is terminated for a reason

other than for cause, which is defined in the Original Farkas Employment Agreement as a conviction for committing or participating

in an injurious act that constitutes fraud, gross negligence, misrepresentation or embezzlement with regard to our company.

Jones Employment Agreement.

We entered into an Employment Offer Letter, dated as of March 29, 2020, with Brendan S.

Jones to become our Chief Operating Officer commencing on April 20, 2020.

The Offer Letter extends for a two-year term expiring

on April 20, 2022 and is automatically renewable for an additional one-year period unless we provide notice of non-renewal prior

to the initial termination date.

The Offer Letter provides that Mr.

Jones is entitled to receive an annual base salary of $350,000,

payable in regular installments in accordance with our general payroll practices.

Jones will be eligible for an annual performance

cash bonus of 40% of his base salary based on the satisfaction of certain key performance indicators set with the Board’s

Compensation Committee.

Jones also received a cash signing bonus of $55,000 and an equity signing bonus of $70,000 worth of

our common stock, which shares will vest on April 20, 2021 (provided he is not terminated for Cause).

Jones’s employment is terminated by us other than for Cause (which includes willful material misconduct and willful

failure to materially perform his responsibilities to our company), he is entitled to receive severance equal to 12 months of

his base salary or such lesser number of months actually worked.

If there is a buy-out or a “change of control,”

Jones will be entitled to obtain his base salary for a period of 12 months as a severance payment.

Jones is also entitled

to relocation assistance in an amount of up to $35,000, a car allowance of up to $1,000 per month, inclusive of insurance, and

other employee benefits in accordance with our policies.

part of executing the Offer Letter, Mr.

Jones entered into our standard Employee Confidentiality and Assignment of Inventions

Agreement prohibiting Mr.

Jones from disclosure of confidential information regarding our company, restricting Mr.

engaging in any activities competitive with our business and confirming that all intellectual property developed by Mr.

relating to our business constitutes our exclusive property.

Rama Employment Agreement .

In February 2020, we entered into an Employment Offer Letter with

Pursuant to the Offer Letter, Mr.

Rama agreed to devote his full business efforts and time to our company as its Chief

Financial Officer.

The Offer Letter extends for a term expiring on February 10, 2022 and is automatically renewable for an additional

one-year period.

The Offer Letter provides that Mr.

Rama is entitled to receive an annual base salary of $300,000, payable in regular

installments in accordance with our general payroll practices.

Rama will be eligible for an annual performance cash bonus of

25% of his base salary based on the satisfaction of certain key performance indicators set with the Board’s Compensation

Rama will be entitled to receive equity awards under our 2018 Incentive Compensation Plan with an aggregate annual

award value equal to 50% of his base salary in the form of restricted stock and stock options.

Rama also received a $50,000

cash signing bonus.

Rama’s employment is terminated by us other than for Cause (which includes willful material misconduct and willful failure

to materially perform his responsibilities to us), he is entitled to receive severance equal to up to 12 months of his base salary.

If there is a buy-out or a “change of control,”

Rama will also be entitled to obtain his base salary for a period

of 12 months as a severance payment.

Rama is entitled to vacation and other employee benefits in accordance with our policies.

part of executing the Offer Letter, Mr.

Rama entered into our standard Employee Confidentiality and Assignment of Inventions Agreement

prohibiting Mr.

Rama from disclosure of confidential information regarding our Company, restricting Mr.

Rama from engaging in

any activities competitive with our business and confirming that all intellectual property developed by Mr.

Rama relating to our

business constitutes our exclusive property.

Engel Employment Agreement .

Effective January 9, 2020, Donald Engel, a current member of our Board of Directors, entered

into an employment agreement with us.

The employment agreement with Mr.

Engel extends for a term expiring on January 9, 2021,

subject to automatic renewal for two additional one-year periods if not otherwise previously terminated by either party.

to the employment agreement, Mr.

Engel has agreed to devote his attention, energy and skills to our business as a business development

officer by introducing potential customers to us and assisting us in establishing strategic partnerships.

The employment agreement

provides that Mr.

Engel will receive a base salary at an annual rate of $175,000 for services rendered in such position.

he will be eligible to earn stock options to purchase up to 700,000 shares of our common stock, in increments of 140,000 options

on each occasion that we execute an agreement for the sale or deployment of electric vehicle charging stations or ancillary eco-friendly

energy products with a customer he has introduced to us.

The stock options will have an exercise price equal to the closing market

price of our common stock immediately prior to the issuance date, expire five years after the issuance date and be subject to

the terms of our 2018 Incentive Compensation Plan.

employment agreement provides for termination by us for cause upon conviction of a felony, misconduct resulting in significant

economic or reputational harm to us, any act of fraud or a material breach of his obligations to us.

Upon a change of control

of our company, Mr.

Engel’s employment will terminate and he will be entitled to all unpaid and outstanding salary and expenses

due through the termination date.

The employment agreement also contains covenants restricting Mr.

Engel from engaging in any

activities competitive with our business during the term of the employment agreement and two years thereafter and prohibiting

him from disclosure of confidential information regarding us at any time.

Hillo Employment Agreement .

In September 2020, we entered into an Employment Offer Letter with

Pursuant to the Offer Letter, Mr.

Hillo agreed to devote his full business efforts and time to our company as our General

The Offer Letter extends for a term expiring on June 19, 2022 and is automatically renewable for an additional one-year

The Offer Letter provides that Mr.

Hillo is entitled to receive an annual base salary of $300,000, payable in regular installments

in accordance with our general payroll practices.

Hillo will be eligible for an annual performance cash bonus of 25% of his

base salary based on the satisfaction of certain key performance indicators set with the Board’s Compensation Committee.

Hillo will be entitled to receive equity awards under our 2018 Incentive Compensation Plan with an aggregate annual award value

equal to 50% of his base salary in the form of restricted stock and stock options.

Hillo’s employment is terminated by us other than for Cause (which includes willful material misconduct and willful

failure to materially perform his responsibilities to us), he is entitled to receive severance equal to up to 12 months of his

If there is a buy-out or a “change of control,”

Hillo will also be entitled to obtain his base salary

for a period of 12 months as a severance payment.

Hillo is entitled to vacation and other employee benefits in accordance

with our policies.

part of executing the Offer Letter, Mr.

Hillo entered into our standard Employee Confidentiality and Assignment of Inventions

Agreement prohibiting him from disclosure of confidential information regarding our company, restricting him from engaging in

any activities competitive with our business and confirming that all intellectual property developed by him relating to our business

constitutes our exclusive property.

Beginning in 2021, as a result of his significant participation in our business activities,

we have determined that Mr.

Hillo is an executive officer of our company.

Compensation Plans

of December 31, 2020, stock options to purchase an aggregate of 572,838 shares of common stock and 1,177,937 restricted shares

of our common stock were outstanding and initially issued to employees and consultants under previous incentive compensation plans.

July 2018, our Board adopted the Blink Charging Co.

2018 Incentive Compensation Plan (the “2018 Plan”).

of a majority of our shares of common stock approved the 2018 Plan at our stockholders meeting held on September 7, 2018.

2018 Plan enables us to grant stock options, restricted stock, dividend equivalents, stock payments, deferred stock, restricted

stock units, stock appreciation rights, performance share awards, and other incentive awards to employees, directors, consultants

and advisors, and to improve our ability to attract, retain and motivate individuals upon whom our sustained growth and financial

success depend, by providing such persons with an opportunity to acquire or increase their proprietary interest in us.

Stock options

granted under the 2018 Plan may be non-qualified stock options or incentive stock options, within the meaning of Section 422(b)

of the Internal Revenue Code of 1986, except that stock options granted to outside directors and any consultants or advisers providing

services to us or an affiliate shall in all cases be non-qualified stock options.

The option price must be at least 100% of the

fair market value on the date of grant and if, issued to a 10% or greater shareholder, must be at least 110% of the fair market

value on the date of the grant.

2018 Plan is administered by the Compensation Committee of the Board, which has discretion over the awards and grants thereunder.

The aggregate maximum number of shares of common stock for which stock options or awards may be granted pursuant to the 2018 Plan

is 5,000,000, as adjusted.

No awards may be issued on or after September 7, 2028.

Through December 31, 2020, we have granted an

aggregate of 563,538 stock option and restricted stock awards under the 2018 Plan, including the grants described below to our

executive officers, directors and consultants.

Equity Awards at Fiscal Year-End

following table provides information on outstanding equity awards as of December 31, 2020 to the named executive officers.

Option Awards

unexercisable

Market or payout value of unearned shares, units or other not vested

by multiplying the number of shares of common stock by $42.75, which is the quoted market price per share of our common stock

as of December 31, 2020.

shares vest on April 20, 2021, subject to immediate vesting upon an event constituting a change of control of the Company.

shares vest in three equal annual increments on February 7, 2021, 2022 and 2023, subject to immediate vesting upon an event

constituting a change of control of the Company.

following table sets forth our securities authorized for issuance under any equity compensation plans approved by our stockholders,

as well as any equity compensation plans not approved by our stockholders, as of December 31, 2020:

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Plan Category

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Benefits and Nonqualified Deferred Compensation

do not provide a pension plan for our employees, and none of our named executive officers participated in a nonqualified deferred

compensation plan in 2020 and 2019.

maintain a tax qualified retirement plan (the “401(k) Plan”), that provide eligible employees with an opportunity

to save for retirement on a tax advantaged basis.

Eligible employees may participate in the 401(k) Plan on the entry date coincident

with or following the date they meet the 401(k) Plan’s age and service eligibility requirements.

The entry date is either

January 1 or July 1.

In order to meet the age and service eligibility requirements, otherwise eligible employees must be age 21

or older and complete 3 consecutive months of employment.

Participants are able to defer up to 100% of their eligible compensation

subject to applicable annual Code limits.

All participants’

interest in their deferrals are 100% vested when contributed.

Currently, the 401(k) Plan does not provide for any matching contributions on employee deferrals.

following table provides information for 2020 regarding all compensation awarded to, earned by or paid to each person who served

as a director for some portion or all of 2020:

Fees Earned or

Option/Warrants

required by this item is incorporated by reference from our definitive proxy statement for the 2022 Annual Meeting of Stockholders to

be filed within 120 days of our fiscal 2021 year-end.

COMPENSATION.

Ritsaart J.M.

van Montfrans

Levine was awarded 2,312 shares of restricted stock and Messrs.

Buffalino, Marks, and van Montfrans were each awarded 1,778

shares of restricted stock.

These awards were granted pursuant to the 2017 Board Plan with respect to service as a director

during the 2021 fiscal year.

The shares vest on the earlier of (a) November 24, 2021 or (b) the date preceding the next annual

meeting of the stockholders of the Company.

gross-up tax payments related to the vesting of 23,419 (Mr.

Buffalino), 30,445 (Mr.

Levine), 25,119 (Mr.

Marks) and 23,419

van Montfrans) shares of restricted stock awarded pursuant to the 2017 Board Plan as a result of the vesting on November

23, 2020 of the annual award to our non-employee directors granted on December 12, 2019 for Messrs.

Buffalino, Levine and

van Montfrans and on March 19, 2020 for Mr.

Regarding Board Service

December 11, 2017, the Board approved a Board compensation plan (the “2017 Board Plan”).

The 2017 Board Plan had an

effective date of November 1, 2017.

The 2017 Board Plan applied to the entire Board from November 1, 2017 through February 16,

Since that date, the 2017 Board Plan only applies to the non-employee members of the Board.

The employee members of the

Board are no longer paid separate compensation for serving on the Board.

The 2017 Board Plan superseded all prior compensation

arrangements with the Board members.

to the 2017 Board Plan, each non-employee member of the Board receives an annual cash retainer of $60,000.

The lead independent

director of the Board (currently, Mr.

Levine) receives a supplemental annual cash retainer in an amount $30,000.

Each non-employee

member of the Board that serves in a chairperson role or as a member of a committee receives a supplemental annual cash retainer

in an amount equal to the corresponding role:

(i) Chair of the audit committee —

Member of the audit committee

(ii) Chair of the compensation committee —

Member of the compensation committee —

and (iii) Chair of the nominating and corporate governance committee —

Member of the nominating and corporate governance

committee —$5,000.

Each non-employee member of the Board receives $1,500 for each in-person Board meeting and $500 for each

telephone Board meeting.

The annual and supplemental cash retainers are payable quarterly during the last month of each quarter.

We also reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending Board

and company meetings or events.

addition, each year on the date of the annual meeting of stockholders, each non-employee director will receive an annual award

for the number of shares of our common stock that have a market value of $50,000 based on the closing price of the common stock

on the last business day preceding the grant date.

The lead independent director will receive an additional annual award for the

number of shares of our common stock that have a market value of $15,000.

The stock award will fully vest the sooner of:

months from grant;

or (ii) one day before the following year’s annual meeting.

All stock awards will include a cash payment

upon vesting to cover expected ordinary income tax charges and will be calculated at the highest individual personal income tax

of Business Conduct and Ethics

adopted a Code of Business Conduct and Ethics in December 2013.

Our Code of Business Conduct and Ethics applies to all our employees,

officers and directors, including our principal executive and senior financial officers.

A copy of our Code of Business Conduct

and Ethics is posted on our website at www.blinkcharging.com .

We intend to disclose future amendments to certain provisions

of our Code of Conduct and Business Ethics, or waivers of these provisions with respect to executive officers on our website or

in our public filings with the SEC.

There were no waivers of the Code of Business Conduct and Ethics in 2020.

A copy of our Code

of Business Conduct and Ethics will be provided without charge to any person submitting a written request to the attention of

the Chief Executive Officer at our principal executive office.

required by this item is incorporated by reference from our definitive proxy statement for the 2022 Annual Meeting of Stockholders to

be filed within 120 days of our fiscal 2021 year-end.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information regarding our shares of common stock beneficially owned as of March 29,

2021, for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii)

each Named Executive Officer and director, and (iii) all executive officers and directors as a group.

A person is considered to

beneficially own any shares:

(a) over which such person, directly or indirectly, exercises sole or shared voting or investment

power, or (b) of which such person has the right to acquire beneficial ownership at any time within 60 days after such date upon

the exercise of stock options, warrants or convertible securities.

Unless otherwise indicated, voting and investment power relating

to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared

by the owner and the owner’s spouse or children.

purposes of this table, a person or group of persons is deemed to have “beneficial ownership”

of any shares of common

stock that such person has the right to acquire within 60 days after March 29, 2021 For purposes of computing the percentage

of outstanding shares of common stock held by each person or group of persons, any shares that such person or persons has the

right to acquire within 60 days after March 29, 2021 is deemed to be outstanding, but is not deemed to be outstanding for

the purpose of computing the percentage ownership of any other person.

The inclusion of any shares listed as beneficially owned

does not constitute an admission of beneficial ownership.

Shares of Common Stock

Beneficially Owned

Name of Beneficial Owner (1)

6,718,829 (3)

Aviv Hillo (4)

Donald Engel (5)

Ritsaart J.M.

van Montfrans

All directors and executive officers as a group (9 persons)

7,190,469 (7)

Less than 1% of the outstanding shares.

Each person maintains a mailing address at c/o Blink Charging Co., 605 Lincoln Road, 5 th Floor, Miami Beach, Florida

Applicable percentage ownership is based on 41,939,156 shares of common stock outstanding as of March 29, 2021.

Represents (i) 1,197,295 shares of common stock owned directly, (ii) 4,197,616 shares of common stock held by Farkas Group

Inc., of which Mr.

Farkas is the President and has voting and investment power with respect to such shares, (iii) 81,441 shares

of common stock held by Balance Group LLC, of which Mr.

Farkas is the managing member and has voting and investment power with

respect to such shares, (iv) 7,200 shares of common stock held by the Michael D.

Farkas Charitable Foundation, of which Mr.

is the trustee and has voting and investment power with respect to such shares, (v) 80 shares of common stock held by Farkas Family

Irrevocable Trust, of which Mr.

Farkas is the trustee and has voting and investment power with respect to such shares, (vi) 15,000

shares of common stock held by Mr.

Farkas’

minor children, (vii) 74,283 shares of common stock issuable upon the exercise

of stock options, and (viii) 1,145,914 shares of common stock issuable upon the exercise of warrants.

For purposes of voting,

on an actual basis, Mr.

Farkas owns 19.2% of the outstanding shares.

Additionally,

Farkas has a less than 5% ownership interest in Ardour Capital Investments LLC and Ardour Capital Partners LLC, which, to

the Company’s knowledge, own 42,771 shares and 14,117 shares of common stock, respectively.

Farkas has no voting or

investment power with respect to the shares of common stock held by the Ardour Capital entities, and their ownership interests

are not included in the shares of common stock beneficially owned by Mr.

Includes 50,000 shares of common stock issuable upon the exercise of stock options.

Incudes 20,661 shares of common stock issuable upon the exercise of stock options.

Represents shares of common stock issuable upon the exercise of stock options.

Includes currently exercisable stock options and warrants to purchase an aggregate of 1,430,958 shares of common stock.

required by this item is incorporated by reference from our definitive proxy statement for the 2022 Annual Meeting of Stockholders to

be filed within 120 days of our fiscal 2021 year-end.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

than the transactions described under “Executive Compensation –

Employment and Management Contracts, Termination of

Employment and Change-in-Control Arrangements;

Farkas Employment Agreement and Related Transactions,”

described below, there are no transactions requiring disclosure between us and related persons, promotors or control persons.

with BLNK Holdings, LLC

March 16, 2018, 74,753 shares of common stock were issued as payment of $221,009 in principal and interest owed to BLNK Holdings,

pursuant to a Conversion Agreement, dated August 23, 2017, between our company and BLNK Holdings.

These shares were subsequently

transferred to Mr.

Farkas, the principal owner of BLNK Holdings.

with Michael D.

persons who provide services to us, including Michael D.

Farkas, our Chairman and Chief Executive Officer, and Aviv Hillo, our

General Counsel, also provide services and/or serve as officers or directors of Balance Labs, Inc., a consulting firm controlled

Farkas that provides business development and consulting services to startup development-stage businesses.

February 2018, in connection with the closing of our 2018 public offering, we repaid $688,238 in principal and interest owed to

Farkas pursuant to convertible notes issued to Farkas Group Inc.

(“FGI”), a company controlled by Michael D.

the principal owner of BLNK Holdings.

with Ardour Capital

August 3, 2016, we executed a consulting agreement with Ardour Capital to serve as our financial advisor with respect to any private

equity offerings, derivative equity offerings or debt offerings.

Farkas has a less than 5% ownership interest in Ardour Capital.

For acting as our placement agent, Ardour Capital is entitled to receive a sales commission of 5% of the gross proceeds from any

private equity offering and a five-year warrant to purchase 5% of the common stock from such private equity transaction with an

exercise price based on the valuation of the private equity transaction.

Ardour Capital is entitled to receive a sales commission

of 3% of gross proceeds from a non-convertible debt-related transaction in which there is no equity component other than customary

warrant coverage not in excess of 10% of the associated debt.

JMJ lent $3,500,000 to us between October 2016 and October 2017.

In connection with these loans, we had paid $120,000 (and owed $120,000) to Ardour Capital as sales commissions.

In February 2018,

in connection with the closing of our 2018 public offering, we paid $120,000 to Ardour Capital.

March 22, 2018, in connection with the closing of our 2018 public offering, we issued 360,441 shares of common stock to Ardour

Capital as placement agent fees related to the $3,500,000 lent by JMJ and the separate $250,000 lent by JMJ to us on January 22,

On the same day, we issued 1,167 shares of common stock to Ardour Capital in connection with placement agent fees related

to the sale of our series C preferred stock in December 2014.

December 6, 2018, in connection with the sale of series C convertible preferred stock in 2014 and 2016, we paid Ardour Capital

$93,333 in sales commissions.

between BLNK Holdings and JMJ Financial

February 2018, prior to the closing of our 2018 public offering, Mr.

Farkas reached an agreement with JMJ Financial, a Nevada

sole proprietorship owned by Justin Keener (“JMJ”), that, following the closing of the 2018 public offering, BLNK

Holdings would transfer 260,000 shares to JMJ as additional consideration for JMJ agreeing to waive its claims to $12 million

as a mandatory default amount pursuant to previous agreements with us.

This transfer took place on April 18, 2018.

The fair value

of $785,200 of the 260,000 shares of common stock that were to be transferred to JMJ by BLNK Holdings is reflected as interest

expense on our consolidated statements of operations during the year ended December 31, 2018, with a corresponding credit to additional

paid-in capital.

with JMJ Financial

October 7, 2016, we executed a Promissory Note in favor of JMJ in the amount up to $3,725,000 bearing interest on the unpaid balance

at the rate of 6% per year.

The initial amount borrowed under the promissory note was $500,000, with the remaining amounts permitted

to be borrowed under the promissory note being subject to us achieving certain milestones.

advances after February 28, 2017 were at the discretion of JMJ without regard to any specific milestones occurring.

advances of $250,000 and $30,000 under the promissory note occurred on March 14, 2017 and March 24, 2017, respectively, and two

more warrants to purchase our common stock were issued, one for 7,143 shares and the other for 857 shares.

An additional advance

of $400,000 occurred on April 5, 2017 and a warrant to purchase 11,429 shares of our common stock was issued on the same date.

An additional advance of $295,000 occurred on May 9, 2017 and a warrant to purchase 8,429 shares of our common stock was issued

on the same date.

On July 27, 2017, an additional advance of $50,000 was made to us and a warrant to purchase 1,429 shares of

our common stock was issued to JMJ.

We and JMJ entered into a Lockup, Conversion and Additional Investment Agreement, dated October

23, 2017 (the “Additional Agreement”).

In accordance with the terms of the Additional Agreement, on October 24, 2017,

JMJ advanced to us $949,900 available pursuant to previous agreements with JMJ and a warrant to purchase 27,140 shares of our

common stock was issued to JMJ.

As of the closing of our 2018 public offering, ten warrants to purchase a total of 100,001 shares

of our common stock had been issued to JMJ.

The aggregate exercise price was $3,500,000.

Additional Agreement extended the maturity date of the JMJ loans to December 15, 2017.

On November 29, 2017, we and JMJ entered

into the first amendment to the Additional Agreement, extending the maturity date to December 31, 2017.

On January 4, 2018, we

and JMJ entered into the second amendment to the Additional Agreement, extending the maturity date to January 31, 2018.

1, 2018, we and JMJ entered into the third amendment to the Additional Agreement, extending the maturity date to February 10,

On February 7, 2018, we and JMJ entered into the fourth amendment to the Additional Agreement, extending the maturity date

to February 15, 2018.

addition, JMJ claimed that we would owe JMJ $12 million as a mandatory default amount pursuant to previous agreements with us.

JMJ, in the Additional Agreement, agreed to allow us to have two options for settling a previously issued note (including settling

the mandatory default amount for either $1.1 million or $2.1 million), securing a lockup agreement from JMJ, and exchanging previously

issued warrants for shares of common stock.

Each of these options depended upon the closing of our 2018 public offering by December

15, 2017 (subsequently extended to February 15, 2018).

The option chosen was at our sole discretion.

“Origination Shares”

was defined in the purchase agreement with JMJ as the following:

on the fifth trading day after the closing of our public offering

we would deliver to JMJ shares of our common stock equal to 48% of the consideration paid by JMJ under the Promissory Note divided

by the lowest of (i) $35 per share, or (ii) the lowest daily closing price of our common stock during the ten days prior to delivery

of the Origination Shares (subject to adjustment for stock splits), or (iii) 80% of the common stock price of the public offering,

or (iv) 80% of the unit price of the public offering (if applicable), or (v) the exercise price of any warrants issued in the

The number of shares to be issued was to be determined based on the offering price of the public offering.

first option was that we, upon the closing of our 2018 public offering:

(a) would pay $2.0 million in cash to JMJ;

and (b) would

issue shares of common stock to JMJ with a value of $9,005,000 (including the Origination Shares).

The second option was that

we, upon the closing of our 2018 public offering, would not pay any cash to JMJ and would issue shares of common stock to JMJ

with a value of $12,005,000 (including the Origination Shares).

Upon the closing of our public offering, we chose the second option

and did not pay any cash to JMJ.

Although our public offering closed one day after the February 15, 2018 maturity date, JMJ accepted

payment on February 16, 2018 and did not declare a default.

Prior to our choosing the option at the closing (with the first option

including some cash and the second option not including any cash), JMJ could elect to receive some or all of the share consideration

(to be issued pursuant to either option) in the form of convertible preferred stock.

On January 29, 2018, JMJ made the election

to receive all of the share consideration in the form of shares of convertible preferred stock.

to the second option and to the election by JMJ to receive convertible preferred stock instead of common stock as permitted by

the Additional Agreement, on February 16, 2018, we issued to JMJ 12,005 shares of series D preferred stock convertible into 3,847,756

shares of common stock, to reflect the full payment of all dollar amounts and share amounts owed in connection with the JMJ financing.

On May 7, 2018, we received a notice of conversion from JMJ to convert 4,368 shares of series D preferred stock with a stated

value of $4,368,000 at the conversion price of $3.12 per share into 1,400,000 shares of our common stock.

On May 10, 2018, we

effected the preferred stock conversion and issued 1,400,000 shares of common stock to JMJ.

from and unrelated to the JMJ financing, JMJ lent $250,000 to us on January 22, 2018.

We agreed with JMJ to issue units of unregistered

shares of common stock and warrants as repayment of this $250,000 advance at the closing of our public offering (with each unit

consisting of one share of common stock and two warrants each to purchase one share of common stock).

On March 16, 2018, we issued

73,529 shares of common stock to JMJ and, on April 9, 2018, we issued 147,058 warrants to JMJ.

These warrants were exercised for

66,000 shares in January 2021.

Person Transaction Policy

policy with regard to related party transactions is for the Board as a whole to approve any material transactions involving our

directors, executive officers or holders of more than 5% of our outstanding shares of common stock.

and Executive Officer Indemnification Agreements

corporation law limits or eliminates the personal liability of directors to corporations and their stockholders for monetary damages

for breaches of directors’

fiduciary duties as directors.

Our bylaws include provisions that require us to indemnify our

directors or officers against monetary damages for actions taken as a director or officer of our company.

We are also expressly

authorized to carry directors’

and officers’

insurance to protect our directors, officers, employees and agents for

certain liabilities.

Our articles of incorporation do not contain any limiting language regarding director immunity from liability.

have entered into or intend to enter into separate indemnification agreements with our directors and executive officers, in addition

to indemnification provided for in our bylaws.

These agreements, among other things, provide for indemnification of our directors

and executive officers for certain expenses, judgments, fines and settlement amounts, among others, incurred by such person in

any action or proceeding arising out of such person’s service as a director or executive officer in any capacity.

that these provisions in our bylaws and indemnification agreements are necessary to attract and retain qualified persons as directors

and executive officers.

as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling

our company pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is

against public policy as expressed in the Securities Act and is therefore unenforceable.

shares of common stock and warrants are traded on the Nasdaq Capital Market.

Nasdaq Listing Rule 5605(a)(2) provides that an “independent

director”

is a person other than an officer or employee of our company or any other individual having a relationship which,

in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying

out the responsibilities of a director.

The Nasdaq listing rules provide that a director cannot be considered independent if:

director is, or at any time during the past three years was, an employee of the company;

director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period

of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including,

among other things, compensation for board or board committee service);

family member of the director is, or at any time during the past three years was, an executive officer of the company;

director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity

to which the company made, or from which the company received, payments in the current or any of the past three fiscal years

that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject

to certain exclusions);

director or a family member of the director is employed as an executive officer of an entity where, at any time during the

past three years, any of the executive officers of the company served on the compensation committee of such other entity;

or the director or a family member of the director is a current partner of the company’s outside auditor, or at any

time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s

Board of Directors has determined that Louis R.

Buffalino, Jack Levine, Kenneth R.

Marks and Ritsaart J.M.

van Montfrans are “independent,”

as independence is defined in the listing rules for the Nasdaq Stock Market.

Accordingly, three of our six directors are independent.

required by this item is incorporated by reference from our definitive proxy statement for the 2022 Annual Meeting of Stockholders to

be filed within 120 days of our fiscal 2021 year-end.

ACCOUNTING FEES AND SERVICES.

LLP served as our independent registered public accountants for the years ended December 31, 2020 and 2019.

our fiscal years ended December 31, 2020 and 2019, we were billed approximately $261,034 and $233,257, respectively, for professional

services rendered by our independent auditors for the audit and review of our financial statements.

were no fees for audit related services rendered by our independent auditors for the years ended December 31, 2020 and

our fiscal years ended December 31, 2020 and 2019, there were no fees for professional services rendered by our independent auditors

for tax compliance, tax advice, and tax planning.

our fiscal years ended December 31, 2020 and 2019, we were billed approximately $56,135 and $0, respectively, for professional

services rendered by our independent auditors related procedures required pursuant to the Registration Statement on Form S-3 related

to the ATM filed with the SEC.

the election of all three current members to the Board’s audit committee, such newly constituted committee began its

activities in December 2019 and has reviewed and approved all services and fees from that date forward.

Prior to then and

since November 2017, all of the above services and fees were reviewed and approved by the Board’s former audit

committee that consisted of Messrs.

Schweitzer, Donald Engel and Grant E.

No services were performed before

or without approval.

required by this item is incorporated by reference from our definitive proxy statement for the 2022 Annual Meeting of Stockholders to

be filed within 120 days of our fiscal 2021 year-end.

FINANCIAL STATEMENT SCHEDULES.

have filed the exhibits listed on the accompanying Exhibit Index of this registration statement and below in this Item 15:

Ownership Interest Purchase Agreement, dated as of September 11, 2020, by and between Blue Systems USA, Inc.

and Blink Mobility, LLC.

Share Purchase Agreement, dated April 21, 2021, between the Shareholders of Blue Corner NV and Blink Holdings B.V.

Articles of Incorporation, as amended most recently on August 17, 2017

12 unchanged sentences

Farkas dated June 15, 2017

2012 Omnibus Incentive Plan

2013 Omnibus Incentive Plan

2014 Omnibus Incentive Plan

2015 Omnibus Incentive Plan

Form of 2015 Omnibus Incentive Plan Stock Option Award Agreement

Patent License Agreement, dated March 29, 2012, by and among Car Charging Group, Inc., Balance Holdings, LLC and Michael Farkas

10 unchanged sentences

and Michael P.

Sales Agreement, dated April 17, 2020, between Blink Charging Co.

and Roth Capital Partners, LLC

Employment Offer Letter, dated as of March 29, 2020, between Blink Charging Co.

and Brendan S.

Subsidiaries of the Registrant

Consent of Marcum LLP

Rule 13a-14(a) Certification of Principal Executive Officer

Rule 13a-14(a) Certification of Principal Financial Officer

Section 1350 Certification of Principal Executive Officer

Section 1350 Certification of Principal Financial Officer

Executive Chairman and CEO Employment Agreement, dated May 28, 2021, between Blink Charging Co.

and Michael D.

Employment Agreement dated December 27, 2021, between Blink Charging Co.

and Brendan Jones

of the Registrant

of Marcum LLP

13a-14(a) Certification of Principal Executive Officer

13a-14(a) Certification of Principal Financial Officer

1350 Certification of Principal Executive Officer

1350 Certification of Principal Financial Officer

Presentation.

a management contract or compensatory plan or arrangement.

accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not deemed filed for purposes of Section

18 of the Exchange Act.

accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not deemed filed for purposes of Section 18 of

the Exchange Act.

10-K SUMMARY.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

March 16, 2022

4 unchanged sentences

Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

of the Board of Directors and Chief Executive Officer

2 unchanged sentences

Chief Operating Officer and Director

Kenneth R.Marks

Carmen Perez-Carlton

Perez-Carlton

Ritsaart J.M.

3 unchanged sentences

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2020 AND 2019

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2020 and 2019

Consolidated Statements of Operations for the Years Ended December 31, 2020 and 2019

Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2020 and 2019

Consolidated Statement of Changes in Stockholders’

Equity for the Year Ended December 31, 2020

Consolidated Statement of Changes in Stockholders’

Equity for the Year Ended December 31, 2019

Consolidated Statements of Cash Flows for the Years Ended December 31, 2020 and 2019

Notes to Consolidated Financial Statements

of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets as of December 31, 2021 and 2020

Statements of Operations for the Years Ended December 31, 2021, 2020 and 2019

Statements of Comprehensive Loss for the Years Ended December 31, 2021, 2020 and 2019

Statement of Changes in Stockholders’ Equity for the Year Ended December 31, 2021

Statement of Changes in Stockholders’ Equity for the Year Ended December 31, 2020

Statement of Changes in Stockholders’ Equity for the Year Ended December 31, 2019

Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019

to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

1 unchanged sentence

on the Financial Statements

have audited the accompanying consolidated balance sheets of Blink Charging Co., and Subsidiaries (the “Company”)

as of December 31, 2020, the related consolidated statements of operations , stockholders’

equity and cash flows for

each of the years in the two year period ended December 31, 2020, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position

of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in

the two year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States

have audited the accompanying consolidated balance sheets of Blink Charging Co.

and Subsidiaries (the “Company”), as of December

31, 2021 and 2020, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash

flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the

Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period

ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"),

the Company's internal control over financial reporting as of December 31, 2021, based on the criteria established in Internal Control

- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 and our report dated

March 16, 2022 , expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting

because of the existence of material weaknesses.

financial statements are the responsibility of the Company's management.

1 unchanged sentence

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We are a public accounting firm registered with the PCAOB and are required to be independent

with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not

for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,

and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts

and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a

reasonable basis for our opinion.

Audit Matters

Critical audit matters are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective or complex judgments.

We determined that there are no critical audit matters.

have served as the Company’s auditor since 2014

The critical audit matters communicated below

are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to

the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our

especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion

on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate

opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Combination – Blue Corner NV

Audit Matter Description

described in Note 3 to the consolidated financial statements, the Company acquired Blue Corner NV in May 2021.

This acquisition

was accounted for as a business combination.

We identified the evaluation of the acquisition date fair value of the intangible assets

acquired as a critical audit matter.

principal consideration for our determination that the evaluation of the acquisition date fair values of the intangible assets acquired

was a critical audit matter is the high degree of subjective auditor judgment associated with evaluating management’s determination

of the fair values of the acquired intangible assets, which is primarily due to the complexity of the valuation models used and the sensitivity

of the underlying significant assumptions.

The key assumptions used within the valuation models included prospective financial information,

including future revenue growth and an applied discount rate.

The calculated fair values are sensitive to changes in these key assumptions.

the Critical Audit Matter was addressed in the Audit

audit procedures related to the evaluation of acquisition date fair values of intangible assets acquired included the following, among

evaluated the design effectiveness of certain controls over the acquisition-date valuation

process, including controls over the development of the key assumptions such as the revenue

growth and the applied discount rate.

obtained the purchase price allocation analyses from management and the third-party specialist

engaged by management.

assessed the qualifications and competence of management and the third-party specialist;

evaluated the methodologies used to determine the fair values of the intangible assets.

tested the assumptions used within the discounted cash flow models to estimate the fair values

of the intangible assets, which included key assumptions such as the future revenue growth

and the applied discount rate.

assessed the reasonableness of management’s forecast by inquiring with management to

understand how the forecast was developed and comparing the projections to historical results

and external sources including industry trends and peer companies’ historical data.

involved an internal valuation specialist who assisted in the evaluation and testing performed

of the reasonableness of significant assumptions to the models, including the applied discount

Value of Certain Performance Based Stock Option Awards

Audit Matter Description

Company issued a performance based stock option award with an aggregate grant date fair value of approximately $13.5 million, approximately

$12.2 million of which is included in “ Compensation” in the Company’s consolidated statement of operations for

the year ended December 31, 2021.

As disclosed in Note 12 and Note 16 to the consolidated financial statements, the fair value of this

performance based stock option award was estimated using a Monte Carlo simulation.

management’s estimate of fair value was complex and highly judgmental due to the significant measurement uncertainty in determining

the fair values of the performance based stock option award.

In particular, the fair value estimates of performance based stock option

awards are sensitive to changes in significant assumptions such as discount rates and volatility.

These assumptions are affected by expected

future market or economic conditions.

the Critical Audit Matter was addressed in the Audit

obtained a copy of the Company’s estimated fair value of the performance stock option award including an independent valuation

report used by management, in accordance with ASC 718 ( Compensation – Stock Compensation ).

test the estimated fair values of the stock option award, our audit procedures included:

obtained the valuation report prepared by management’s third party valuation specialists.

We performed the following procedures in respect to the valuation report:

assessed the qualifications of the third party specialists who performed the analysis and

prepared the report;

tested the mathematical accuracy of all the schedules used in the analysis.

assistance from our valuation specialists, we evaluated the reasonableness of the valuation

methodology and significant inputs and assumptions, including the following:

- Volatility;

dividend yield;

- Sensitivity

analysis using inputs provided by management;

- Re-performed

a Monte Carlo simulation model.

have served as the Company’s auditor since 2014.

AND SUBSIDIARIES

Balance Sheets

thousands except for share amounts)

Current Assets:

Marketable securities

Accounts receivable and other receivables, net

Cash and cash equivalents

Accounts receivable, net

Inventory, net

Prepaid expenses and other current assets

expenses and other current assets

Total Current Assets

3 unchanged sentences

Intangible assets, net

Liabilities and Stockholders’

Current Liabilities:

Accounts payable

Accrued expenses

Accrued issuable equity

Current portion of notes payable

Current portion of operating lease liabilities

Other current liabilities

Current portion of deferred revenue

Accrued expenses and other

current liabilities

Current portion of notes

Current portion of operating

lease liabilities

portion of deferred revenue

Total Current Liabilities

2 unchanged sentences

Notes payable, non-current portion

Deferred revenue, non-current portion

Total Liabilities

Series B Convertible Preferred Stock, 10,000 shares designated, 0 issued and outstanding as of December

31, 2020 and 2019, respectively

Deferred revenue, non-current

Series B Convertible Preferred Stock, 10,000 shares

designated, 0 shares issued and outstanding as of December 31, 2021 and 2020

Commitments and contingencies (Note 16)

Stockholders’

Preferred stock, $0.001 par value, 40,000,000 shares authorized;

Series A Convertible Preferred Stock, 20,000,000 shares designated, 0 shares

issued and outstanding as of December 31, 2020 and 2019

Series C Convertible Preferred Stock, 250,000 shares designated, 0 issued and

outstanding as of December 31, 2020 and 2019

Series D Convertible Preferred Stock, 13,000 shares designated, 0 and 5,125 shares

issued and outstanding as of December 31, 2020 and 2019, respectively

Common stock, $0.001 par value,500,000,000 shares authorized, 35,951,097 and

26,322,583 shares issued and outstanding as of December 31, 2020 and 2019, respectively

Stockholders’ Equity:

Preferred stock, $ 0.001

par value, 40,000,000

shares authorized;

Series A Convertible Preferred Stock, 20,000,000

shares designated, 0 shares issued and outstanding as of December 31, 2021 and

Series C Convertible Preferred Stock, 250,000

shares designated, 0

shares issued and outstanding as of December 31, 2021 and

Series D Convertible Preferred Stock, 13,000

shares designated, 0

shares issued and outstanding as of December 31, 2021 and

Preferred stock, value

Common stock, $ 0.001 par value, 500,000,000

shares authorized, 42,423,514 and 35,951,097 shares issued and outstanding as of December 31, 2021 and 2020, respectively

Additional paid-in capital

Accumulated other comprehensive income

Accumulated deficit

(187,351,448 )

(169,504,981 )

Total Stockholders’

Total Liabilities and Stockholders’

Accumulated other comprehensive

Stockholders’ Equity

Liabilities and Stockholders’ Equity

accompanying notes are an integral part of these consolidated financial statements.

1 unchanged sentence

Statements of Operations

For The Years Ended

Charging service revenue - company-owned charging stations

thousands except for share and per share amounts)

For The Years

Product sales

Charging service

revenue -company-owned charging stations

Grant and rebate

Total Revenues

Ride-sharing services

Cost of Revenues:

Cost of charging services - company-owned charging stations

Host provider fees

Cost of product sales

Cost of charging services

- company-owned charging stations

Host provider fees

Network costs

Warranty and repairs and maintenance

Depreciation and amortization

Total Cost of Revenues

Warranty and repairs and

Ride-sharing services

and amortization

Cost of Revenues

Operating Expenses:

General and administrative expenses

Other operating expenses

Total Operating Expenses

Loss From Operations

(17,814,624 )

(10,471,943 )

General and administrative

operating expenses

Operating Expenses

From Operations

Other Income (Expense):

Interest income, net

Loss on settlement of debt

Gain on settlement of accounts payable, net

Change in fair value of derivative and other accrued liabilities

Total Other Income

$ (17,846,467 )

$ (9,648,500 )

Interest income

Dividend and interest income

Foreign transaction loss

Gain on forgiveness of

Gain on settlement of debt

Gain on settlement of accounts

Change in fair value of

derivative and other accrued liabilities

(expense) income, net

Other Income (Expense)

Net Loss Per Share:

Weighted Average Number of Common Shares Outstanding:

Weighted Average Number of Common Shares

accompanying notes are an integral part of these consolidated financial statements.

1 unchanged sentence

Statements of Comprehensive Loss

For the Years Ended

$ (17,846,467 )

$ (9,648,500 )

Other Comprehensive Income:

Reclassification adjustments of gain

on sale of marketable securities included in net loss

Change in fair

value of marketable securities

Total Comprehensive Loss

For the Years

Other Comprehensive Income (Loss):

Reclassification adjustments

of gain on sale of marketable securities included in net loss

Cumulative translation

in fair value of marketable securities

Total Comprehensive

accompanying notes are an integral part of these consolidated financial statements.

AND SUBSIDIARIES

Statement of Changes in Stockholders’ Equity

the Year Ended December 31, 2021

thousands except for share amounts)

Comprehensive

Stockholders’

Balance - January 1, 2021 -

$ ( 187,351 )

Common stock issued

in public offering, net of issuance costs [1]

Common stock issued upon exercises of options

Common stock issued upon cashless exercises

of options and warrants

Common stock issued as consideration for property

and equipment

Common stock issued as purchase consideration

of Blue Corner

Stock-based compensation

Common stock issued upon conversion of Series D convertible preferred stock

Common stock issued upon conversion of Series D convertible preferred stock, shares

Common stock issued upon exercise of warrants

Common stock issued upon exercise of warrants, shares

Common stock issued in satisfaction of accrued issuable equity

Common stock issued in satisfaction of accrued issuable equity, shares

Options issued in satisfaction of accrued issuable equity

Common stock issued upon cashless warrant exercise

Common stock issued upon cashless warrant exercise, shares

Common stock issued upon cashless option exercise

Common stock issued upon cashless option exercise, shares

Other comprehensive loss

Balance - December

$ ( 242,470 )

gross proceeds of $ 232,060 ,

less issuance costs of $ 10,727 .

accompanying notes are an integral part of these consolidated financial statements.

AND SUBSIDIARIES

Statement of Changes in Stockholders’

Statement of Changes in Stockholders’ Equity

the Year Ended December 31, 2020

thousands except for share amounts)

Preferred Stock

Comprehensive

Stockholders’

Balance - January 1, 2020

$ ( 169,505 )

$ (169,504,981 )

Stock-based compensation

Common stock issued in public offering [1]

Common stock issued upon conversion of Series D convertible preferred

Common stock issued

in public offering [1]

Common stock issued

in public offering

Common stock issued upon conversion of Series

D convertible preferred stock

Common stock issued upon exercise of warrants

Common stock issued in satisfaction of accrued issuable equity

Common stock issued in satisfaction of accrued

issuable equity

Common stock issued as consideration for acquisition

Options issued in satisfaction of accrued issuable equity

Options issued in satisfaction of accrued issuable

Common stock issued upon cashless warrant exercise

1 unchanged sentence

Other comprehensive income

(17,846,467 )

Balance - December 31, 2020

$ ( 187,351 )

$ (187,351,448 )

Includes gross proceeds of $19,999,984, less issuance costs of $819,438.

gross proceeds of $ 20,000 ,

less issuance costs of $ 819 .

accompanying notes are an integral part of these consolidated financial statements.

AND SUBSIDIARIES

Statement of Changes in Stockholders’

Statement of Changes in Stockholders’ Equity

the Year Ended December 31, 2019

thousands except for share amounts)

Preferred Stock

Comprehensive

Stockholders’

Balance - January 1, 2019

2 unchanged sentences

Stock-based compensation

Restricted stock issued in satisfaction of accrued issuable equity

Common stock issued upon conversion of Series D convertible preferred

Restricted stock issued in satisfaction of

accrued issuable equity

Common stock issued upon conversion of Series

D convertible preferred stock

Return and retirement of common stock

6 unchanged sentences

Statements of Cash Flows

For The Years Ended

Cash Flows From Operating Activities:

$ (17,846,467 )

$ (9,648,500 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Change in fair value of derivative and other accrued liabilities

Dividend and interest income

Provision for bad debt

Gain on settlement of debt

Provision for slow moving and obsolete inventory

Gain on settlement of accounts payable, net

Loss on disposal of fixed assets

Loss on impairment of intangible assets

Non-cash compensation:

Changes in operating assets and liabilities:

Accounts receivable and other receivables

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Lease liabilities

Deferred revenue

Total Adjustments

Net Cash Used in Operating Activities

(18,069,954 )

(10,764,813 )

Cash Flows From Investing Activities:

Purchase consideration for BlueLA Carsharing, LLC acquisition

Cash acquired in the purchase of BlueLA Carsharing, LLC

Cash acquired in the purchase of U-Go Stations, Inc.

Proceeds from sale of marketable securities

Purchases of property and equipment

Net Cash Provided By (Used In) Investing

Cash Flows From Financing Activities:

Proceeds from sale of common stock in public offering [1]

Payment of financing liability in connection with internal use software

Proceeds from exercise of warrants

Proceeds from issuance of notes payable

Repayment of notes payable

Net Cash Provided By (Used in) Financing

Net Increase (Decrease) In Cash

(11,370,012 )

Cash and Restricted Cash - Beginning of Year

Cash and Restricted Cash - End of Year

Cash and restricted cash consisted of the following:

Restricted cash

[1] Includes gross proceeds of $19,999,984, less issuance costs of $824,438 deducted directly from the offering proceeds.

The Years Ended

Flows From Operating Activities:

to reconcile net loss to net cash used in operating activities:

and amortization

lease expense

and interest income

in fair value of derivative and other accrued liabilities

on disposal of fixed assets

on impairment of intangible assets

on settlement of debt

for slow moving and obsolete inventory

on forgiveness of PPP loan

on settlement of accounts payable, net

compensation:

in operating assets and liabilities:

receivable and other receivables

expenses and other current assets

payable and accrued expenses

Cash Used In Operating Activities

Flows From Investing Activities:

from sale of marketable securities

of marketable securities

Capitalization

of engineering costs

consideration of Blue Corner, net of cash acquired of $ 243

acquired in the purchase of BlueLA Carsharing, LLC

acquired in the purchase of U-Go Stations, Inc.

of property and equipment

Cash (Used In) Provided By Investing Activities

Flows From Financing Activities:

from sale of common stock in public offering [1]

from exercise of options and warrants

from issuance of notes payable

of notes payable

of financing liability in connection with internal use software

Cash Provided By Financing Activities

of Exchange Rate Changes on Cash and Cash Equivalents

Increase In Cash and Cash Equivalents and Restricted Cash

and Cash Equivalents and Restricted Cash - Beginning of Year

and Cash Equivalents and Restricted Cash - End of Year

and cash equivalents and restricted cash consisted of the following:

and cash equivalents

Cash and cash equivalents and restricted cash

the year ended December 31, 2021, includes gross proceeds of $ 232,060 ,

less issuance costs of $ 10,727

directly from the offering proceeds.

For the year ended December 31, 2020, includes gross

proceeds of $ 20,000 ,

less issuance costs of $ 825

directly from the offering proceeds.

accompanying notes are an integral part of these consolidated financial statements.

AND SUBSIDIARIES

Statements of Cash Flows —

For The Years Ended

Supplemental Disclosures of Cash Flow Information:

Cash paid during the years for:

Interest expense

Non-cash investing and financing activities:

Reduction of additional paid-in capital for public offering issuance

costs that were previously paid

Common stock issued upon conversion of Series D convertible preferred stock

Common stock issued in satisfaction of accrued issuable equity

Options issued in satisfaction of accrued issuable equity

Net assets (excluding cash) acquired in the acquisition of BlueLA Carsharing,

Right of use assets obtained in exchange for lease liabilities

Accrued interest converted to notes payable

Common stock issued as purchase consideration for the acquisition of U-Go Stations,Inc.

Net assets (excluding cash) acquired in the acquisition of U-Go Stations, Inc.

Return and retirement of common stock

Transfer of inventory to property and equipment

$ (1,980,188 )

Change in fair value of marketable securities

Statements of Cash Flows — Continued

For The Years

Supplemental Disclosures

of Cash Flow Information:

Cash paid during the year

Non-cash investing and

financing activities:

additional pain-in capital for public offering issuance costs for public offering issuance costs that were previously paid

Common stock issued as

consideration for property and equipment

Common stock issued as

purchase consideration of Blue Corner

Options issued in satisfaction

of accrued issuable equity

Net assets (excluding cash)

acquired in the acquisition of BlueLA Carsharing, LLC

Internal use software obtained in exchange for financing

Right-of-use assets obtained

in exchange for lease obligations

Change in fair value of

marketable securities

Transfer of inventory to

property and equipment

Common stock issued as

purchase consideration for the acquisition of U-Go Stations,Inc.

Net assets (excluding cash)

acquired in the acquisition of U-Go Stations, Inc.

Accrued interest converted

to notes payable

Common stock issued in

satisfaction of accrued issuable equity

Accrual of additional stock

consideration for U-Go Stations, Inc.

accompanying notes are an integral part of these consolidated financial statements.

BLINK CHARGING CO.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND RISKS AND UNCERTAINTIES

and Operations

Charging Co., through its wholly-owned subsidiaries (collectively, the “Company”

or “Blink”), is a leading

owner, operator, and provider of electric vehicle (“EV”) charging equipment and networked EV charging services.

offers residential and commercial EV charging equipment, enabling EV drivers to recharge at various location types.

Blink’s

principal line of products and services is its Blink EV charging network (the “Blink Network”) and Blink EV charging

equipment, also known as electric vehicle supply equipment (“EVSE”) and other EV-related services.

The Blink Network

provides property owners, managers, parking companies, and state and municipal entities (“Property Partners”) with

cloud-based services that enable the remote monitoring and management of EV charging stations.

The Blink Network also provides

EV drivers with vital station information, including station location, availability, and any fees (if applicable).

Charging Co., through its wholly-owned subsidiaries (collectively, the “Company” or “Blink”), is a leading owner,

operator, and provider of electric vehicle (“EV”) charging equipment and networked EV charging services.

Blink offers residential

and commercial EV charging equipment, enabling EV drivers to recharge at various location types.

Blink’s principal line of products

and services is its Blink EV charging network (the “Blink Network”) and Blink EV charging equipment, also known as electric

vehicle supply equipment (“EVSE”) and other EV-related services.

The Blink Network provides property owners, managers, parking

companies, and state and municipal entities (“Property Partners”) with cloud-based services that enable the remote monitoring

and management of EV charging stations.

The Blink Network also provides EV drivers with vital station information, including station

location, availability and fees.

Blink also operates a ride-sharing program through the Company’s wholly owned subsidiary, BlueLA

Rideshare, LLC and the City of Los Angeles which allows customers the ability to rent electric vehicles through a subscription service.

and Uncertainties

Covid-19 pandemic has impacted global stock markets and economies.

The Company continues to closely monitor the impact the impact

of the outbreak of the coronavirus (“Covid-19”).

The Company has taken precautions to ensure the safety of our employees,

customers and business partners, while assuring business continuity and reliable service and support to its customers.

continue to receive orders for our products, although some shipments of equipment have been temporarily delayed.

The Company has

experienced what it expects is a temporary reduction in the usage of our charging stations, which has resulted in a decrease in

charging service revenue.

As federal, state and local economies begin to reopen and with a vaccine underway the Company expects

demand for charging station usage to return, but the Company is unable to predict the ultimate impact that it may have on the

business, future results of operations, financial position, or cash flows.

The Company closely monitors the impact of the continuing presence

of Covid-19 and multiple Covid-19 variants.

The Company has taken and continues to take precautions to ensure the safety

of its employees, customers and business partners, while assuring business continuity and reliable service and support to its customers.

The Company continues to receive orders for its products, although some shipments of equipment have been temporarily delayed.

chip shortage and supply chain disruption has caused some delays in equipment orders from its contract manufacturer.

As federal, state

and local economies begin to return to pre-pandemic levels, the Company expects demand for charging station usage to increase,

however, the Company is unable to predict the extent of such recovery due to the uncertainty of Covid-19.

the Company is unable to predict the ultimate impact of equipment order delays, chip shortage and continuous presence of Covid-19

will have on its business, future results of operations, financial position, or cash flows.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include

the accounts of Blink Charging Co.

OF CONSOLIDATION

consolidated financial statements include the accounts of Blink Charging Co.

and its wholly-owned subsidiaries.

All intercompany transactions and balances have been eliminated

in consolidation.

The results of operations for the year ended December 31, 2020 include the results of operations of BlueLA Carsharing

LLC and U-Go Stations Inc as of their respective dates of acquisition.

BLINK CHARGING CO.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –

of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities,

revenues and expenses, together with amounts disclosed in the related notes to the financial statements.

The Company’s significant

estimates used in these financial statements include, but are not limited to, stock-based compensation, accounts receivable reserves,

warranty reserves, accrued property taxes, inventory valuations, goodwill, the valuation allowance related to the Company’s

deferred tax assets, the carrying amount of intangible assets, right of use assets and related leases payable estimates of future

EV sales and the effects thereon, derivative liabilities and the recoverability and useful lives of long-lived assets.

of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic

It is reasonably possible that these external factors could have an effect on the Company’s estimates and could

cause actual results to differ from those estimates.

of December 31, 2020, the Company had cash and working capital of $22,341,433 and $19,579,775, respectively.

year ended December 31, 2020 and 2019, the Company incurred a net loss of $17,846,467 and $9,648,500, respectively.

year ended December 31, 2020, the Company used cash in operating activities of $18,069,954.

April 17, 2020 and through December 31, 2020, the Company has sold 3,597,833 shares of common stock under an “at-the-market”

equity offering program for aggregate gross proceeds of approximately $20.0 million.

See Note 13 –

Stockholders’

Company expects that its cash on hand will fund its operations for a least 12 months after the issuance date of these financial

January 2021, the Company completed an underwritten registered public offering of 5,660,000 shares of our common stock at a public

offering price of $41.00 per share.

The Company received approximately $232.1 million in gross proceeds from the public offering,

and approximately $221.5 million in net proceeds after deducting the underwriting discount and offering expenses paid by the Company.

Our Chief Executive Officer and one other officer participated in the offering by selling a total of 550,000 shares of our common

stock from the exercise of the underwriter’s option to purchase additional shares.

The public offering was made pursuant

to our automatic shelf registration statement on Form S-3 filed with the SEC on January 6, 2021 and prospectus supplement dated

January 7, 2021.

inception, the Company’s operations have primarily been funded through proceeds received in equity and debt financings.

The Company believes it has access to capital resources and continues to evaluate additional financing opportunities.

no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all.

There is also no assurance

that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable

Company’s operating needs include the planned costs to operate its business, including amounts required to fund working

capital and capital expenditures.

The Company’s future capital requirements and the adequacy of its available funds will

depend on many factors, including the Company’s ability to successfully commercialize its products and services, competing

technological and market developments, and the need to enter into collaborations with other companies or acquire other companies

or technologies to enhance or complement its product and service offerings.

BLINK CHARGING CO.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –

Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents

in the consolidated financial statements.

The Company has cash on deposits in several financial institutions which, at times,

may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits.

The Company has not experienced

losses in such accounts and periodically evaluates the creditworthiness of its financial institutions.

The Company reduces its

credit risk by placing its cash and cash equivalents with major financial institutions.

Available-for-sale

debt securities are recorded at fair value with the net unrealized gains and losses (that are deemed to be temporary) reported as a component

of other comprehensive income loss.

Realized gains and losses and charges for other-than-temporary impairments are included in

determining net income, with related purchase costs based on the first-in, first-out method.

The Company evaluates its available-for-sale-investments

for possible other-than-temporary impairments by reviewing factors such as the extent to which, and length of time, an investment’s

fair value has been below the Company’s cost basis, the issuer’s financial condition, and the Company’s ability and

intent to hold the investment for sufficient time for its market value to recover.

For impairments that are other-than-temporary, an

impairment loss is recognized in earnings equal to the difference between the investment’s cost and its fair value at the balance

sheet date of the reporting period for which the assessment is made.

The fair value of the investment then becomes the new amortized

cost basis of the investment and it is not adjusted for subsequent recoveries in fair value.

During the year ended December 31, 2020

the remaining marketable securities were redeemed.

following summarizes our investments as of December 31, 2019:

Short-term investments:

Available- for-sale investments

following is a summary of the unrealized gains, and fair value by investment type as of December 31, 2019:

December 31, 2019

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

receivable are carried at their contractual amounts, less an estimate for uncollectible amounts.

As of December 31, 2020 and 2019,

there was an allowance for uncollectible amounts of $356,292 and $71,935, respectively.

Management estimates the allowance for

uncollectible accounts based on existing economic conditions, the financial conditions of the customers, and the amount and

age of past due accounts.

Receivables are considered past due if full payment is not received by the contractual due date.

due accounts are generally written off against the allowance for bad debts only after all collection attempts have been exhausted.

All intercompany transactions

and balances have been eliminated in consolidation.

The results of operations for the years ended December 31, 2021, 2020 and 2019 include

the results of operations of BlueLA Carsharing LLC, U-Go Stations Inc., and Blue Corner NV.

of their respective dates of acquisition.

of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S.

requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and

expenses, together with amounts disclosed in the related notes to the financial statements.

The Company’s significant estimates

used in these financial statements include, but are not limited to, stock-based compensation, accounts receivable reserves, warranty

reserves, inventory valuations ,goodwill, the valuation allowance related to the Company’s deferred tax

assets, the carrying amount of intangible assets, right of use assets and related leases payable estimates of future EV sales and the

effects thereon, derivative liabilities and the recoverability and useful lives of long-lived assets.

Certain of the Company’s

estimates could be affected by external conditions, including those unique to the Company and general economic conditions.

It is reasonably

possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from

those estimates.

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

AND CASH EQUIVALENTS

Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents in

the consolidated financial statements.

The Company has cash on deposits in several financial institutions which, at times, may be in

excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits.

The Company has not experienced losses in such

accounts and periodically evaluates the creditworthiness of its financial institutions.

The Company reduces its credit risk by placing

its cash and cash equivalents with major financial institutions.

receivables are carried at their contractual amounts, less a provision for credit losses.

As of December 31, 2021

and 2020, there was an allowance for credit losses of $ 1,262

respectively.

Management estimates the allowance for uncollectible accounts based on an ongoing review of existing economic conditions,

the financial conditions of the customers, historical trends in credit losses, and the amount and age of past due accounts.

The Company adopted Accounting

Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326)” on January 1, 2020

and the Company determined that an adjustment was not required as a result of the implementation of the new standard.

is comprised of electric charging stations and related parts, which are available for sale or for warranty requirements.

is stated at the lower of cost and net realizable value.

stated at the lower of cost and net realizable value.

Cost is determined by the first-in, first-out method.

Inventory that

is sold to third parties is included within cost of sales and inventory that is installed on the premises of participating owner/operator

properties, where the Company retains ownership, is transferred to property and equipment at the carrying value of the inventory.

The Company periodically reviews for slow-moving, excess or obsolete inventories.

Products that are determined to be obsolete,

if any, are written down to net realizable value.

Based on the aforementioned periodic reviews, the Company recorded an inventory

reserve for slow-moving or excess inventory of $217,000 and $892,000 as of December 31, 2020 and 2019, respectively.

of December 31, 2020 and 2019, the Company’s inventory was comprised solely of finished goods that are available

Inventory that is sold to

third parties is included within cost of sales and inventory that is installed on the premises of participating owner/operator properties,

where the Company retains ownership, is transferred to property and equipment at the carrying value of the inventory.

The Company periodically

reviews for slow-moving, excess or obsolete inventories.

Products that are determined to be obsolete, if any, are written down to net

realizable value.

Based on the aforementioned periodic reviews, the Company recorded an inventory reserve for slow-moving or excess inventory

of December 31, 2021 and 2020, respectively.

of December 31, 2021 and 2020, the Company’s inventory was comprised solely of finished goods that are available for sale.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

AND EQUIPMENT

and equipment is stated at cost, net of accumulated depreciation and amortization which is recorded commencing at the in-service

date using the straight-line method over the estimated useful lives of the assets.

and equipment is stated at cost, net of accumulated depreciation and amortization which is recorded commencing at the in-service date

using the straight-line method over the estimated useful lives of the assets.

OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT

Computer software and office and computer equipment

Machinery and equipment, automobiles, furniture and fixtures

Installed Level 2 electric vehicle charging stations

Installed Level 3 (DC Fast Chargers (“DCFC”)) electric vehicle charging stations

property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts

and any resulting gain or loss is included in the statements of operations for the respective period.

Minor additions and repairs

are expensed in the period incurred.

Major additions and repairs which extend the useful life of existing assets are capitalized

and depreciated using the straight-line method over their remaining estimated useful lives.

Machinery and equipment, automobiles, furniture

Installed Level 2 electric vehicle charging

Installed Level 3 (DC Fast Chargers

(“DCFC”)) electric vehicle charging stations

property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and

any resulting gain or loss is included in the statements of operations for the respective period.

Minor additions and repairs are expensed

in the period incurred.

Major additions and repairs which extend the useful life of existing assets are capitalized and depreciated using

the straight-line method over their remaining estimated useful lives.

charging stations represents the cost, net of accumulated depreciation, of charging devices that have been installed on the premises

of participating owner/operator properties or are earmarked to be installed.

The Company had no EV charging stations that were

not placed in service as of December 31, 2020 and 2019.

Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying

The Company had no EV charging stations that were not placed

in service as of December 31, 2021 and 2020.

Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying

amount of the asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by monitoring current

selling prices of car charging units in the open market, the adoption rate of various auto manufacturers in the EV market and

projected car charging utilization at various public car charging stations throughout its network in determining fair value.

impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual

disposition are less than its carrying amount.

See Note 5 –

Property and Equipment for additional details.

Goodwill is an asset representing the

future economic benefits arising from other assets acquired in a business combination that are not individually identified and

separately recognized.

Goodwill is reviewed for impairment

at least annually, and when triggering events occur.

The Company has the option to perform a qualitative assessment to determine

if an impairment is more likely than not to have occurred.

If the Company can support the conclusion that it is not more likely

than not that the fair value of a reporting unit is less than its carrying amount, then the Company would not need to perform

the impairment test for the reporting unit.

If the Company cannot support such a conclusion or does not elect to perform the qualitative

assessment, then the Company will compare the fair value of the reporting unit with its carrying amount, including goodwill.

the fair value of the reporting unit exceeds its carrying value, no impairment charge is recognized.

If the fair value of the

reporting unit is less than its carrying value, an impairment charge will be recognized for the amount by which the reporting

unit’s carrying amount exceeds its fair value.

A significant amount of judgment is required in performing goodwill impairment

tests including estimating the fair value of a reporting unit and the implied fair value of goodwill.

Management compared the

fair value of the reporting unit, the design segment which holds the goodwill, with its carrying value.

Based on management’s

evaluation, there were no impairments to goodwill as of December 31, 2020.

The Company assesses the recoverability of its long-lived assets by monitoring current selling

prices of car charging units in the open market, the adoption rate of various auto manufacturers in the EV market and projected car charging

utilization at various public car charging stations throughout its network in determining fair value.

An impairment loss would be recognized

when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying

electric vehicle charging requirements and technologies change, driven by federal, state or local regulatory authorities or by electric

vehicle manufacturers or other technology or services providers for the charging station industry, in particular cellular connectivity

technology, the Company may need to upgrade or adapt its charging station products or introduce new products in order to serve new vehicles,

conform to new standards, or adapt new technologies to serve existing customers or new customers at substantial research, development,

and network upgrades costs.

During 2021, many cellular technology providers announced they will require the upgrade from 2G/3G connectivity

to 4G LTE during 2022 (the “Upgrade”).

The Upgrade is expected to cost approximately $ 1,750

to upgrade certain of the Company’s owned

and operated EV charging stations.

During the fourth quarter of 2021, the Company concluded the Upgrade was a triggering event in accordance

with ASC 360 and, accordingly, assessed the recoverability of its long-lived assets related to its US EV charging stations by performing

a recoverability test and determined the estimated undiscounted future cash flows (which included the estimated cash outflows related

to the estimated cost of the Upgrade) related to its EV chargers exceeded their carrying value, accordingly, concluded no impairment

existed as of December 31, 2021.

Note 5 – Property and Equipment for additional details.

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –

assets were acquired in conjunction with the acquisition of Blink Network LLC (“Blink Network”) during 2013 and were

recorded at their fair value at such time.

Trademarks are amortized on a straight-line basis over their useful life of ten years.

Patents are amortized on a straight-line basis over the lives of the patent (twenty years or less), commencing when the patent

is approved and placed in service.

Internal-use software is amortized over the term of the agreement with the software provider.

See Note 6 –

Intangible Assets for additional details.

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

is the excess of consideration paid for an acquired entity over the fair value of the amounts assigned to assets acquired, including

other identifiable intangible assets, and liabilities assumed in a business combination.

To determine the amount of goodwill resulting

from a business combination, the Company performs an assessment to determine the acquisition date fair value of the acquired company’s

tangible and identifiable intangible assets and liabilities.

is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be

An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances

leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

qualitative factors include:

macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific

If the entity determines that this threshold is met, then the Company may apply a one-step quantitative test and record the amount

of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount

of goodwill allocated to the reporting unit.

The Company determines fair value through multiple valuation techniques and weights the

results accordingly.

The Company is required to make certain subjective and complex judgments in assessing whether an event of impairment

of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units.

The Company has

elected to perform its annual goodwill impairment review on November 1 of each year utilizing a qualitative assessment to determine

if it was more likely than not that the fair value of each of its reporting units was less than their respective carrying values and

concluded that no impairment existed.

the years ended December 31, 2021, 2020 and 2019, no

impairment charge relating to goodwill was recognized.

See Note 7, Goodwill, for further information on goodwill.

intangible assets primarily include trade name, customer relationships, favorable leases, internally developed technology, capitalized

engineering costs and non-compete agreements.

Amortizable intangible assets are amortized on a straight-line basis over their estimated

useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired.

indicator of impairment exists, the Company will compare the estimated future cash flows of the asset, on an undiscounted basis, to the

carrying value of the asset.

If the undiscounted cash flows exceed the carrying value, no impairment is indicated.

If the undiscounted

cash flows do not exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value,

with fair value typically based on a discounted cash flow model.

There were no indicators, events or changes in circumstances that would

indicate intangible assets were impaired during the year ended December 31.

Company operates a single segment business.

The Company’s Chief Executive Officer, who is the chief operating decision maker,

views the Company’s operating performance on a consolidated basis as Blink’s only business is the sale and distribution

of electric vehicle charging equipment and its associated revenues earned from customers and/or Property Partners who use equipment

connected to its network.

Company recognizes revenue pursuant to Topic 606 of the Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”), “Revenue from Contracts with Customers”

(“ASC 606”).

The core principle

of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount

that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.

ASC 606 defines

a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required

within the revenue recognition process than required under previous accounting principles generally accepted in the United States

of America (“U.S.

GAAP”) including identifying performance obligations in the contract, estimating the amount of variable

consideration to include in the transaction price and allocating the transaction price to each separate performance obligation.

Company adopted ASC 606 for all applicable contracts using the modified retrospective method, which would have required a cumulative-effect

adjustment, if any, as of the date of adoption.

The adoption of ASC 606 did not have a material impact on the Company’s

consolidated financial statements as of the date of adoption.

As a result, a cumulative-effect adjustment was not required.

The Company’s Chief Executive Officer and Chief Operating Officer, who is the chief

operating decision maker, views the Company’s operating performance on a consolidated basis as Blink’s only business is the

sale and distribution of electric vehicle charging equipment and its associated revenues earned from customers and/or Property Partners

who use equipment connected to its network.

CURRENCY TRANSLATION

Company’s reporting currency is the United States dollar.

The functional currency of certain subsidiaries is the Euro.

liabilities are translated based on the exchange rates at the balance sheet date ( 1.1325

as of December 31, 2021), while expense

accounts are translated at the weighted average exchange rate for the period of 1.1722

for the year ended December 31, 2021.

accounts are translated at historical exchange rates.

The resulting translation adjustments are recognized in stockholders’ equity

as a component of accumulated other comprehensive income.

Comprehensive income (loss) is defined as the change in equity of an entity

from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as

described above.

Transaction gains and losses are charged to the statement of operations as incurred.

Transaction losses attributable

to foreign exchange were $ 124

during the year ended December 31, 2021.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

Company recognizes revenue pursuant to Topic 606 of the Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”), “Revenue from Contracts with Customers” (“ASC 606”).

The core principle of

ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that

reflects the consideration to which the company expects to be entitled in exchange for those goods or services.

ASC 606 defines a five-step

process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue

recognition process than required under previous accounting principles generally accepted in the United States of America (“U.S.

GAAP”) including identifying performance obligations in the contract, estimating the amount of variable consideration to include

in the transaction price and allocating the transaction price to each separate performance obligation.

Company recognizes revenue primarily from five different types of contracts:

service revenue –

company-owned charging stations - Revenue is recognized at the point when a particular charging

session is completed.

sales –

Revenue is recognized at the point where the customer obtains control of the goods and the Company satisfies

its performance obligation, which generally is at the time it ships the product to the customer.

fees and other –

Represents a stand-ready obligation whereby the Company is obligated to perform over a period of

time and, as a result, revenue is recognized on a straight-line basis over the contract term.

service revenue – company-owned charging stations - Revenue is recognized at the point when a particular charging session

is completed.

sales – Revenue is recognized at the point where the customer obtains control of the goods and the Company satisfies its

performance obligation, which generally is at the time it ships the product to the customer.

fees and other – Represents a stand-ready obligation whereby the Company is obligated to perform over a period of time

and, as a result, revenue is recognized on a straight-line basis over the contract term.

Network fees are billed annually.

services – Primarily related to ride-sharing services agreement between the Company’s wholly-owned subsidiary, BlueLA

Rideshare, LLC and the City of Los Angeles which allows customers the ability to rent electric vehicles through a subscription service.

The Company recognizes revenue over the contractual period of performance of the subscription.

– Primarily related to charging service revenue from non-company-owned charging stations.

Revenue is recognized from non-company-owned charging stations at the point when a particular charging session is completed

in accordance with a contractual relationship between the Company and the owner of the station.

Other revenues are also comprised

of sales related to alternative fuel credits.

Revenue is recognized from non-company-owned

charging stations at the point when a particular charging session is completed in accordance with a contractual relationship between

the Company and the owner of the station.

Other revenues also comprise revenues generated from alternative fuel credits.

following table summarizes our revenue recognized under ASC 606 in the consolidated statements of operations:

OF REVENUE RECOGNITION BY CONTRACT

For The Years

Revenues - Recognized at

a Point in Time

Product sales

Charging service revenue

- company-owned charging stations

Revenues - Recognized at a Point in Time

Revenues - Recognized Over

a Period of Time:

Ride-sharing services

and other fees

Revenues - Recognized Over a Period of Time

Revenue Under ASC 606

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

RECOGNITION – CONTINUED

following table summarizes our revenue recognized under ASC 606 in our consolidated statements of operations:

For The Years Ended

Revenues - Recognized at a Point in Time

Charging service revenue - company-owned charging stations

Product sales

Total Revenues - Recognized at a Point in Time

Revenues - Recognized Over a Period of Time:

Network and other fees

Total Revenues - Recognized Over a Period of Time

Total Revenue Under ASC 606

timing of the Company’s revenue recognition may differ from the timing of payment by its customers.

A receivable is recorded

when revenue is recognized prior to payment and the Company has an unconditional right to payment.

Alternatively, when payment

precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied.

of December 31, 2020, the Company had $431,218 related to contract liabilities where performance obligations have not yet been satisfied,

which has been included within deferred revenue on the consolidated balance sheets as of December 31, 2020.

following table summarizes our revenue recognized under ASC 606 in the consolidated statements of operations by geographical area:

OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA

For The Years

Revenues by Geographical

International

Revenue Under ASC 606

timing of the Company’s revenue recognition may differ from the timing of payment by its customers.

A receivable is recorded when

revenue is recognized prior to payment and the Company has an unconditional right to payment.

Alternatively, when payment precedes the

provision of the related services, the Company records deferred revenue until the performance obligations are satisfied.

of December 31, 2021, the Company had $ 2,986

related to contract liabilities where performance

obligations have not yet been satisfied, which has been included within deferred revenue on the consolidated balance sheets as of December

The Company expects to satisfy $ 2,858

$424,564 of its remaining performance obligations for network fees, warranty revenue, and product sales and recognize the revenue

within the next twelve months.

the year ended December 31, 2020, the Company recognized $466,388 of revenues related to network fees and warranty contracts,

of its remaining performance obligations

for network fees, warranty revenue, product sales, and other and recognize the revenue within the next twelve months.

the year ended December 31, 2021, the Company recognized $ 514

of revenues related to network fees and warranty

contracts, which was included in deferred revenues as of December 31, 2020.

During the year ended December 31, 2020, the Company recognized

of revenues related to network fees and warranty contracts,

which was included in deferred revenues as of December 31, 2019.

During the year ended December 31, 2019, the Company recognized $ 191

$190,860 of revenues related to network fees and warranty contracts, which was included in deferred revenues as of December 31,

the years ended December 31, 2020 and 2019, there was no revenue recognized from performance obligations satisfied (or partially

satisfied) in previous periods.

rebates and alternative fuel credits, which are not within the scope of ASC 606, pertaining to revenues and periodic expenses

are recognized as income when the related revenue and/or periodic expense are recorded.

Grants and rebates related to EV charging

stations and their installation are deferred and amortized in a manner consistent with the related depreciation expense of the

related asset over their useful lives over the useful life of the charging station.

During the years ended December 31, 2020 and

2019, the Company recorded $21,558 and $22,396, respectively, related to grant and rebate revenue.

At December 31, 2020 and 2019,

there was $70,356 and $83,670, respectively, of deferred grant and rebate revenue to be amortized.

During the years ended December

31, 2020 and 2019, the Company recognized $225,372 and $123,446, respectively, of revenue related to alternative fuel credits,

which is included within other revenue on the consolidated statement of operations.

of revenues related to network fees and warranty

contracts, which was included in deferred revenues as of December 31, 2018.

the years ended December 31, 2021, 2020, and 2019, there was no

revenue recognized from performance obligations

satisfied (or partially satisfied) in previous periods.

rebates and alternative fuel credits, which are not within the scope of ASC 606, pertaining to revenues and periodic expenses, are recognized

as income when the related revenue and/or periodic expense are recorded.

Grants and rebates related to EV charging stations and their

installation are deferred and amortized in a manner consistent with the related depreciation expense of the related asset over the useful

life of the charging station.

During the years ended December 31, 2021, 2020 and 2019, the Company recorded $ 400 ,

respectively, related to

grant and rebate revenue.

As of December 31, 2021 and 2020, there was $ 70

of deferred grant and

rebate revenue to be amortized.

During the years ended December 31, 2021, 2020 and 2019, the Company recognized $ 207 ,

respectively, of revenue related to alternative fuel credits, which is included within other revenue on the consolidated statements of

Company participates in various advertising programs.

All costs related to advertising of the Company’s products and services are

expensed in the period incurred.

Advertising costs charged to operations for the years ended December 31, 2021, 2020 and 2019 were $ 84 ,

respectively, and are included in selling and marketing on the consolidated statements of operations.

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

CONCENTRATIONS

of December 31, 2019, accounts receivable from a significant customer were approximately 10% of total accounts

During the year ended December 31, 2020, sales to a significant customer represented 25% and 34% of total revenue

and product sales, respectively.

of December 31, 2021, accounts receivable from a significant customer were approximately 18 %

of total accounts receivable.

During the year ended December 31, 2021, sales to a significant

customer represented 12 %

of total revenue.

During the year ended December 31, 2020, sales to a significant customer represented

of total revenue.

During the year ended December 31, 2020, sales to another significant customer represented 11 %

and 15% of total revenue and product sales, respectively.

During the year ended December 31, 2020, sales to another significant

customer represented 12% of product sales.

of total revenue.

During the year ended December 31, 2019, sales to a significant customer represented 11 %

of product sales.

During the year ended December 31, 2021 and 2020, the Company made purchases from a significant supplier that represented 23 % and 12 %

respectively, of total purchases.

Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award.

The fair value of the award is measured on the grant date and then is recognized over the period during which services are required

to be provided in exchange for the award, usually the vesting period.

The Company computes the fair value of equity-classified

warrants and options granted using the Black-Scholes option pricing model.

fair value of the award is measured on the grant date and then is recognized over the period during which services are required to be

provided in exchange for the award, usually the vesting period.

The Company computes the fair value of equity-classified warrants and

options granted using the Black-Scholes option pricing model.

Company determines if an arrangement is a lease at inception.

Operating leases are included in operating lease right-of-use (“ROU”)

assets and operating lease liabilities in our consolidated balance sheets.

assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make

lease payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at commencement date based on

the present value of lease payments over the lease term.

As most of our leases do not provide an implicit rate, the Company uses

its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the

lease payments at commencement date.

assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease

payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at commencement date based on the present

value of lease payments over the lease term.

As most of our leases do not provide an implicit rate, the Company uses its incremental

borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement

The operating lease ROU asset also includes any lease payments made and excludes lease incentives.

Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that

Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Our lease terms may include

options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Lease expense for lease payments

is recognized on a straight-line basis over the lease term.

Company provides charging services at designated locations on the hosts property at which the charging station is situated.

consideration thereof, the host shares in the monthly revenue generated by the charging station on percentage basis.

As the charging

station monthly revenue generated is variable, the host’s monthly revenue derived there from is similarly variable.

In accordance

with ASC 842 the hosts’

portion of revenue is variable and not predicated on an index or rate, as defined, these payments

are not within the scope ASC 842.

In consideration

thereof, the host shares in the monthly revenue generated by the charging station on a percentage basis.

As the charging station

monthly revenue generated is variable, the host’s monthly revenue derived there from is similarly variable.

In accordance with

ASC 842 the hosts’ portion of revenue is variable and not predicated on an index or rate, as defined, these payments are not within

the scope ASC 842.

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –

Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included

in the financial statements or tax returns.

Under this method, deferred tax assets and liabilities are based on the differences

between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which

the differences are expected to reverse.

Deferred tax assets are reduced by a valuation allowance to the extent management concludes

it is more likely than not that the assets will not be realized.

The effect on deferred tax assets and liabilities of a change

in tax rates is recognized in the statements of operations in the period that includes the enactment date.

As of December 31,

2020 and 2019, the Company maintained a full valuation allowance against its deferred tax assets, since it is more likely than

not that the future tax benefit on such temporary differences will not be realized.

Company recognizes the tax benefit from an uncertain income tax position only if it is more likely than not that the tax position

will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The tax benefits recognized

in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included in the

financial statements or tax returns.

Under this method, deferred tax assets and liabilities are based on the differences between the

financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are

expected to reverse.

Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than

not that the assets will not be realized.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in

the statements of operations in the period that includes the enactment date.

As of December 31, 2021 and 2020, the Company maintained

a full valuation allowance against its deferred tax assets, since it is more likely than not that the future tax benefit on such temporary

differences will not be realized.

Company recognizes the tax benefit from an uncertain income tax position only if it is more likely than not that the tax position will

be sustained on examination by the taxing authorities, based on the technical merits of the position.

The tax benefits recognized in

the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood

of being realized upon ultimate settlement by examining taxing authorities.

The Company has open tax years going back to 2014

(or the tax year ended December 31, 2011 if the Company were to utilize its NOLs) which will be subject to audit by federal and

state authorities upon filing.

The Company’s policy is to recognize interest and penalties accrued on uncertain income tax

positions in interest expense in the Company’s consolidated statements of operations.

As of December 31, 2020 and 2019 the

Company had no liability for unrecognized tax benefits.

The Company does not expect the unrecognized tax benefits to change significantly

over the next 12 months.

March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”).

The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side

social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net

interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property.

ASC 740, the effects of new legislation are recognized upon enactment.

Accordingly, the CARES Act is effective beginning in the

quarter ended March 31, 2020.

The Company does not currently believe that such provisions will have a material impact on the Company’s

consolidated financial statements.

The Company has open tax years going back to 2014 (or the

tax year ended December 31, 2011 if the Company were to utilize its NOLs) which will be subject to audit by federal and state authorities

The Company’s policy is to recognize interest and penalties accrued on uncertain income tax positions in interest

expense in the Company’s consolidated statements of operations.

As of December 31, 2021 and 2020 the Company had no liability for

unrecognized tax benefits.

The Company does not expect the unrecognized tax benefits to change significantly over the next 12 months.

March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”).

CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security

payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations

and technical corrections to tax depreciation methods for qualified improvement property.

Under ASC 740, the effects of new legislation

are recognized upon enactment.

Such provisions did not have a material impact on the Company’s consolidated financial statements.

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

LOSS PER COMMON SHARE

net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number

of common shares outstanding during the period.

Diluted net loss per common share is computed by dividing net loss attributable

to common shareholders by the weighted average number of common shares outstanding, plus the number of additional common shares

that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted

method), if dilutive.

following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their

inclusion would have been anti-dilutive:

For the Years Ended

Convertible preferred stock

Total potentially dilutive shares

net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common

shares outstanding during the period.

Diluted net loss per common share is computed by dividing net loss attributable to common shareholders

by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding

if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive.

following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion

would have been anti-dilutive:

OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION

the Years Ended

Convertible preferred

restricted common stock

potentially dilutive shares

AND CONTINGENCIES

for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it

is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable

that a liability has been incurred and the amount of the assessment can be reasonably estimated.

RECLASSIFICATIONS

prior year balances have been reclassified in order to conform to current year presentation.

These reclassifications have no effect

on previously reported results of operations or loss per share.

ISSUED ACCOUNTING STANDARDS

June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2016-13, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments (“ASU

2016-13”) and also issued subsequent amendments to the initial guidance:

ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively,

“Topic 326”).

Topic 326 requires measurement and recognition of expected credit losses for financial assets held.

The Company will be required to adopt this ASU for fiscal years beginning after December 15, 2022, including interim periods within

those fiscal years.

The Company is currently evaluating the effect that adopting this new accounting guidance will

have on its consolidated financial statements and related disclosures.

These reclassifications have no effect on

previously reported results of operations or loss per share.

ADOPTED ACCOUNTING STANDARDS

December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes,”

(“ASU 2019-12”) which is intended to simplify various aspects related to accounting for income taxes.

ASU 2019-12 removes

certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application.

ASU 2019-12 is effective for the Company beginning in fiscal 2021.

The adoption of this ASU did not have a material impact on the Company’s

condensed consolidated financial statements and related disclosures

January 2021, the FASB issued ASU No.

2021-01 “Reference Rate Reform — Scope,” which clarified the scope of ASC 848

relating to contract modifications.

The Company determined that this ASU did not have a material effect on the Company’s business

operations and consolidated financial statements.

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –

ISSUED ACCOUNTING STANDARDS - CONTINUED

November 2018, the FASB issued ASU No.

2018-18, Collaborative Arrangements (Topic 808):

Clarifying the Interaction between Topic

808 and Topic 606 (“ASU 2018-18”), which clarifies that certain transactions between participants in a collaborative

arrangement should be accounted for under ASC 606 when the counterparty is a customer.

In addition, ASU 2018-18 precludes an entity

from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the

counterparty is not a customer for that transaction.

For public business entities, the amendments in this update are effective

for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years.

For all other entities, the

amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning

after December 15, 2021.

Early adoption is permitted, including adoption in any interim period, (1) for public business entities

for periods for which financial statements have not yet been issued and (2) for all other entities for periods for which financial

statements have not yet been made available for issuance.

The Company is currently evaluating the effect that adopting this new

accounting guidance will have on its consolidated financial statements and related disclosures.

November 2019, the FASB issued ASU 2019-10, “Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging

(Topic 815), and Leases (Topic 842)”

(“ASU 2019-10”).

ASU 2019-10 (i) provides a framework to stagger effective

dates for future major accounting standards and (ii) amends the effective dates for certain major new accounting standards to

give implementation relief to certain types of entities.

Specifically, ASU 2019-10 changes some effective dates for certain new

standards on the following topics in the FASB Accounting Standards Codification (ASC):

(a) Derivatives and Hedging (ASC 815) –

now effective for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December

(b) Leases (ASC 842) - now effective for fiscal years beginning after December 15, 2020 and interim periods within fiscal

years beginning after December 15, 2021;

Credit Losses (ASC 326) - now effective for fiscal

years beginning after December 15, 2022, including interim periods within those fiscal years;

and (d) Intangibles —

and Other (ASC 350) - now effective for fiscal years beginning after December 15, 2019, including interim periods within those

fiscal years.

The Company adopted certain provisions which have become effective during fiscal 2020 within ASU 2019-10 and its

adoption did not have a material impact on the Company’s financial statements and financial statement disclosures.

is currently evaluating the effect that adopting the remaining new accounting guidance will have on its consolidated financial

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

ADOPTED ACCOUNTING STANDARDS - CONTINUED

In June 2016, the FASB issued ASU 2016-13, “Financial

Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments” (“ASU

In April 2020, the FASB issued clarification to ASU 2016-13 within ASU 2020-04, Codification Improvements to Topic 326,

Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments.

This guidance is effective

for public business entities that meet the definition of a Securities and Exchange Commission filer, excluding eligible smaller reporting

companies, for fiscal years beginning after December 15, 2019.

The Company adopted ASU 2016-13 effective January 1, 2020 and its adoption

did not have a material impact on its consolidated financial statements or disclosures.

August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”

(“ASU 2020-06”) which simplifies the accounting for convertible instruments by eliminating certain accounting models when

the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not

result in substantial premiums accounted for as paid-in-capital.

Under this ASU, certain debt instruments with embedded conversion features

will be accounted for as a single liability measured at its amortized cost.

Additionally, this ASU eliminates the treasury stock method

to calculate diluted earnings per share for convertible instruments.

The new guidance is effective for annual periods beginning after

December 15, 2021, including interim periods within those fiscal years.

Early adoption is permitted.

The Company adopted ASU 2020-06

effective January 1, 2022 which eliminates the need to assess whether a beneficial conversion feature needed to be recognized upon either

(a) the issuance of new convertible instruments;

or (b) the resolution of any contingent beneficial conversion features.

May 2021, the FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic

470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity

(Subtopic 815-40):

Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options”

(“ASU 2021-04”).

This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications

or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification

This standard is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods

within those fiscal years.

Issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective

date of the new standard.

Early adoption is permitted, including adoption in an interim period.

If an issuer elects to early adopt the

new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period.

The Company adopted ASU 2021-04 effective January 1, 2022 and its adoption did not have a material impact on its consolidated

financial statements and disclosures.

RECENTLY ISSUED ACCOUNTING STANDARDS

October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805)” (“ASU 2021-08”).

The ASU improves

the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency

related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer.

The update is effective for annual and interim periods within the fiscal year beginning after December 15, 2022, and early adoption is

permitted, including adoption in an interim period.

The Company is evaluating this new standard and its impact on its consolidated financial

statements and related disclosures.

November 2019, the FASB issued ASU 2019-11, “Codification Improvements to Topic 326, Financial Instruments –

Losses”

(“ASU 2019-11”).

ASU 2019-11 is an accounting pronouncement that amends ASU 2016-13, “Financial

Instruments –

Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments.”

The amendments update

guidance on reporting credit losses for financial assets.

These amendments affect loans, debt securities, trade receivables, net

investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded

from the scope that have the contractual right to receive cash.

The amendments in this ASU are effective for annual reporting

periods beginning after December 15, 2022, including interim periods within those fiscal years.

All entities may adopt the amendments

through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance

is effective (that is, a modified-retrospective approach).

The Company is currently evaluating ASU 2019-11 and its impact on its

consolidated financial statements and financial statement disclosures.

December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes,”

which is intended to simplify various aspects related to accounting for income taxes.

ASU 2019-12 removes certain exceptions to

the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application.

is effective for the Company beginning in fiscal 2021.

The Company is currently assessing the impact that this pronouncement will

have on its consolidated financial statements.

January 2021, the FASB issued ASU No.

2021-01 “Reference Rate Reform —

Scope,”

which clarified the scope of

ASC 848 relating to contract modifications.

The Company is evaluating the impacts of this guidance and has not determined whether

LIBOR transition and this guidance will have material effects on the Company’s business operations and consolidated financial

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

BUSINESS COMBINATION

thousands except for share and per share amounts)

BUSINESS COMBINATIONS

May 10, 2021, pursuant to a Share Purchase Agreement dated April 21, 2021, the Company through its wholly-owned subsidiary in the Netherlands,

Blink Holdings, B.V.

closed on the acquisition from the shareholders of Blue Corner NV, a Belgian company (“Blue Corner”),

of all of the outstanding capital stock of Blue Corner.

Headquartered in Belgium, with sales representative offices in several other

European cities, Blue Corner owns and operates an EV charging network across Europe.

The acquisition of Blue Corner was made to enter

the European market and provide an opportunity to expand the Company’s footprint in this region.

The purchase price for the acquisition

of all of Blue Corner’s outstanding capital stock was approximately $ 23,775

(or € 20,000 ),

consisting of approximately $ 22,985

(or € 19,000 )

in cash and approximately $ 790

represented by 32,382

shares of the Company’s common stock (the

“Consideration Shares”).

The fair value of the Consideration Shares was calculated based on the average price of the Company’s

common stock during the 30 consecutive trading days immediately preceding the closing date of the Share Purchase Agreement, which equaled

(or € 30.88 )

per share, reduced by a discount for illiquidity due to the 12-month lockup that exists on any sales or transfers.

The Company executed

management agreements with key Blue Corner personnel, including equity incentive packages consisting of additional shares of the Company’s

common stock which is compensatory and not included in the purchase price for this acquisition.

The Company entered into an escrow agreement

pursuant to the Share Purchase Agreement, under which the Company paid approximately $ 2,100

of the purchase price into an escrow account for a period of up to 18 months following the closing to cover any losses or damages the

Company may incur by reason of any misrepresentation or breach of warranty by Blue Corner under the Share Purchase Agreement.

order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for Blue Corner, the Company engaged

a third-party independent valuation specialist to assist in the determination of fair values.

The final determination of the fair value

of assets and liabilities will be completed within the one-year measurement period as required by ASC Topic 805, Business Combinations

The Blue Corner acquisition will necessitate the use of this measurement period to adequately analyze and

assess the factors used in establishing the asset and liability fair values as of the acquisition date, including intangible assets,

accounts receivable, and certain fixed assets.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

ACQUISITION-CONTINUED

following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date of Blue Corner:

OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Purchase price allocation

Purchase Consideration:

Total Purchase Consideration

Customer relationships

Favorable leases

Internally developed technology

Non-compete agreements

Other liabilities

Debt-free net working capital

Fair Value of Identified

Remaining Unidentified Goodwill

in the balance of identified intangible assets and goodwill reflected on the balance sheet are the result of the impact of the change

in foreign currency exchange rates.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

ACQUISITION-CONTINUED

components of debt free net working capital are as follows:

Current assets:

Accounts receivable

Prepaid expenses and other

current assets

Less current liabilities:

Accounts payable and accrued

current liabilities

free net working capital deficit

Goodwill was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and the amount

is attributable to the reputation of the business acquired, the workforce in place and the synergies to be achieved from this acquisition.

Goodwill of $ 19,027

from the acquisition of Blue Corner is expected

to be deductible for income tax purposes.

consolidated financial statements of the Company include the results of operations from Blue Corner as of May 10, 2021 to December

31, 2021 and do not include results of operations for the year ended December 31, 2020.

The results of operations of Blue Corner

from May 10, 2021 to December 31, 2021 included revenues of $ 7,553 and

a net loss of $ 2,567 .

following table presents the unaudited pro forma consolidated results of operations for the year ended December 31, 2021 as if the acquisition

of Blue Corner had occurred at the beginning of fiscal year 2020.

The pro forma information provided below is compiled from the pre-acquisition

financial information of Blue Corner and includes pro forma adjustments for interest expense and adjustments to certain expenses.

pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the operations of this

acquisition actually been acquired at the beginning of fiscal year 2020 or (ii) future results of operations:

OF PROFORMA INFORMATION OF OPERATIONS

the Years Ended

above pro forma information includes pro forma adjustments to remove the effect of interest expense recognized in the results of operations

of Blue Corner during the years ended December 31, 2021 and 2020 of $ 276

respectively.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

BUSINESS COMBINATION – CONTINUED

CARSHARING, LLC ACQUISITION

September 11, 2020 (“Closing Date”), the Company’s wholly-owned subsidiary, Blink Mobility, LLC (the “Purchaser”),

entered into an Ownership Interest Purchase Agreement (the “Agreement”) with Blue Systems USA, Inc.

(the “Seller”),

and pursuant thereto acquired from the Seller all of the ownership interests of BlueLA Carsharing, LLC (“BlueLA”).

September 11, 2020 (“Closing Date”), the Company’s wholly-owned subsidiary, Blink Mobility, LLC (the “Purchaser”),

entered into an Ownership Interest Purchase Agreement (the “Agreement”) with Blue Systems USA, Inc.

(the “Seller”),

and pursuant thereto acquired from the Seller all of the ownership interests of BlueLA Carsharing, LLC (“BlueLA”).

consideration by the Purchaser for the acquisition of BlueLA included:

1 unchanged sentence

and (b) in the event BlueLA timely amends its carsharing services agreement with the City of Los Angeles, California, a cash payment

to the Seller of $1,000,000, payable within three business days after such amendment (“Contingent Consideration”).

The amendment

to the carsharing services agreement with the City of Los Angeles must be obtained by BlueLA no later than December 31, 2020, subject

to the Seller of $ 1,000 ,

payable within three business days after such amendment (“Contingent Consideration”).

Under the Agreement, the amendment

to the carsharing services agreement with the City of Los Angeles was to be obtained by BlueLA no later than December 31, 2020, subject

to an extension to March 31, 2021 if a representative of the City of Los Angeles indicates to the Purchaser by the December 31, 2020

deadline its approval of the modifications to the carsharing services agreement, as more particularly outlined in the Agreement.

December 31, 2020, the Company did not receive an amendment nor indication to amend the carsharing service agreement thus the Company

is not obligated to the Contingent Consideration.

As of December 31, 2021 and 2020, the Company did not receive

an amendment nor indication to amend the carsharing service agreement thus the Company is not obligated to the Contingent Consideration.

Agreement contains customary representations, warranties and covenants for a transaction of this type and nature.

the terms of the Agreement, the Seller will indemnify the Company, the Purchaser and their respective affiliates and representatives

for breaches of the Seller’s representations and warranties, breaches of covenants and losses related to pre-closing taxes

The Purchaser has agreed to indemnify the Seller and its affiliates and representatives for any breaches of the Purchaser’s

representations and warranties, breaches of covenants and losses related to post-closing taxes of BlueLA.

The representations

and warranties under the Agreement will survive until December 10, 2021.

to the Agreement, the Seller and BlueLA entered into a Transition Service Agreement pursuant to which the Seller and its affiliate,

Bluecarsharing, S.A.S., agreed to provide certain transition and support services to BlueLA and the Purchaser following the closing

and until December 31, 2020.

The Seller also guaranteed the payment of up to $175,000 in parking fees payable by BlueLA to the

City of Los Angeles, and BlueLA agreed to pay the Seller for any as-yet uncollected grants and rebates that BlueLA is entitled

to obtain under its carsharing services agreement with the City of Los Angeles.

In addition, the Seller agreed that, until September

10, 2023, the Seller will not and will cause its subsidiaries or affiliates not to directly or indirectly, (i) own, operate, acquire,

or establish a business, or in any other manner engage alone or with others in carsharing and/or electric vehicle charging operation,

or activity in the State of California (whether as an operator, manager, employee, officer, director, consultant, advisor, representative

or otherwise) excluding any de minimis ownership interest in any business);

or (ii) intentionally induce or attempt to

induce any customer, supplier or other business relation of BlueLA to cease or refrain from working with BlueLA, or in any way

adversely interfere with the relationship between any such customer, supplier or other business relation and BlueLA.

had acquired BlueLA in order to expand its presence in the State of California.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2020 AND 2019

BUSINESS COMBINATION –

CARSHARING, LLC ACQUISITION - CONTINUED

the terms of the City of Los Angeles Agreement, amongst other obligations, during the initial term of the City of Los Angeles

Agreement (defined as approximately six years from the effective date of the City of Los Angeles Agreement), BlueLA shall provide,

manage, operate and maintain (i) usage agreements for electric vehicles in a quantity of no less than one hundred (100) (see payment

terms of Car Lease Agreement) and (ii) charging stations in a quantity of no less than two hundred (200) at approximately forty

(40) locations for an aggregate cost of approximately $20,000 per month.

Following the initial term, the City of Los Angeles shall

have the right to renew the City of Los Angeles Agreement for renewal terms of two (2) years each, with prior notice required,

for a maximum of three renewal terms.

Pursuant to the terms

of the Agreement, the Seller will indemnify the Company, the Purchaser and their respective affiliates and representatives for breaches

of the Seller’s representations and warranties, breaches of covenants and losses related to pre-closing taxes of BlueLA.

The Purchaser

has agreed to indemnify the Seller and its affiliates and representatives for any breaches of the Purchaser’s representations and

warranties, breaches of covenants and losses related to post-closing taxes of BlueLA.

The representations and warranties under the Agreement

survived until December

to the Agreement, the Seller and BlueLA entered into a Transition Service Agreement pursuant to which the Seller and its affiliate, Bluecarsharing,

S.A.S., provided certain transition and support services to BlueLA and the Purchaser following the closing and until December 31, 2020.

The Seller also guaranteed the payment of up to $ 175

in parking fees payable by BlueLA to the City

of Los Angeles, and BlueLA agreed to pay the Seller for any as-yet uncollected grants and rebates that BlueLA is entitled to obtain under

its carsharing services agreement with the City of Los Angeles.

In addition, the Seller agreed that, until September 10, 2023, the Seller

will not and will cause its subsidiaries or affiliates not to directly or indirectly, (i) own, operate, acquire, or establish a business,

or in any other manner engage alone or with others in carsharing and/or electric vehicle charging operation, or activity in the State

of California (whether as an operator, manager, employee, officer, director, consultant, advisor, representative or otherwise) excluding

any de minimis ownership interest in any business);

or (ii) intentionally induce or attempt to induce any customer, supplier or

other business relation of BlueLA to cease or refrain from working with BlueLA, or in any way adversely interfere with the relationship

between any such customer, supplier or other business relation and BlueLA.

The Company had acquired BlueLA in order to expand its presence

in the State of California.

the terms of the City of Los Angeles Agreement, amongst other obligations, during the initial term of the City of Los Angeles Agreement

(defined as approximately six years from the effective date of the City of Los Angeles Agreement), BlueLA

shall provide, manage, operate and maintain (i) usage agreements for electric vehicles in a quantity of no less than one hundred (100)

(see payment terms of Car Lease Agreement) and (ii) charging stations in a quantity of no less than two hundred (200) at approximately

forty (40) locations for an aggregate cost of approximately $20 per month.

the initial term, the City of Los Angeles shall have the right to renew the City of Los Angeles Agreement for renewal terms of two (2)

years each, with prior notice required, for a maximum of three renewal terms.

Company has accounted for this transaction as a business combination under ASC 805.

1 unchanged sentence

assumed were recorded at their estimated fair value based on the date of acquisition.

Goodwill from the acquisition principally

relates to the Contingent Consideration as well as the excess value of assumed liabilities over the fair value of identified net

Since this transaction was a stock acquisition, goodwill is not tax deductible.

the date of acquisition, the preliminary purchase consideration consisted of cash, assumed liabilities and Contingent Consideration.

The preliminary purchase price allocation is expected to be completed within 12 months after the acquisition date.

Goodwill from the acquisition principally relates

to the Contingent Consideration as well as the excess value of assumed liabilities over the fair value of identified net assets.

this transaction was a stock acquisition, goodwill is not tax deductible.

the date of acquisition, the purchase consideration consisted of cash, assumed liabilities and Contingent Consideration.

The Contingent

Consideration of $1,000,000 is non-interest bearing and was recorded at its estimated fair value of $245,000 based on a probability-weighted

valuation technique used to determine the fair value of the Contingent Consideration on the acquisition date.

See Note 8 –

Fair Value Measurement for assumptions utilized in the estimate of fair value of the Contingent Consideration.

During the fourth

quarter of 2020, the Company had recorded a measurement period adjustment in order reduce the Contingent Consideration to $0 as

of December 31, 2020 with a corresponding decrease to goodwill.

The aggregate preliminary purchase price was allocated to

the assets acquired and liabilities assumed as follows:

Consideration of $ 1,000

is non-interest bearing and was recorded at its

estimated fair value of $ 245

based on a probability-weighted valuation technique

used to determine the fair value of the Contingent Consideration on the acquisition date.

See Note 11 – Fair Value Measurement

for assumptions utilized in the estimate of fair value of the Contingent Consideration.

During the fourth quarter of 2020, the Company

recorded a measurement period adjustment in order reduce the Contingent Consideration to $0 as of December 31, 2020 with a corresponding

decrease to goodwill.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

CARSHARING, LLC ACQUISITION - CONTINUED

aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows:

OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Purchase price allocation

Purchase Consideration:

Assumed liabilities

Total Purchase Consideration

Right of use assets

Debt-free net working capital deficit

Non-current portion of lease liabilities

Fair Value of Identified Net Liabilities

Remaining Unidentified Goodwill Value

Purchase Consideration

of use assets

net working capital deficit

portion of lease liabilities

Value of Identified Net Liabilities

Unidentified Goodwill Value

components of debt free net working capital deficit are as follows:

expenses and other current assets

current assets

Accounts receivable

Prepaid expenses and other current assets

Total current assets

Less current liabilities:

Accounts payable

Current portion of lease liabilities

Accrued expenses and other current liabilities

Total current liabilities

Debt free net working capital deficit

current liabilities:

portion of lease liabilities

expenses and other current liabilities

current liabilities

free net working capital deficit

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

BUSINESS COMBINATION –

thousands except for share and per share amounts)

BUSINESS COMBINATION – CONTINUED

CARSHARING, LLC ACQUISITION – CONTINUED

below table provides select unaudited, pro forma consolidated results of operations as if the acquisition of BlueLA had occurred

on January 1, 2019.

The pro forma results are not indicative of (i) the results of operations that would have occurred had the

operations of this acquisition actually occurred at the beginning of fiscal year 2019 or (ii) future results of operations.

For the Year Ended

$ (20,510,966 )

$ (18,322,887 )

below table provides select unaudited, pro forma consolidated results of operations as if the acquisition of BlueLA had occurred on January

The pro forma results are not indicative of (i) the results of operations that would have occurred had the operations of this

acquisition actually occurred at the beginning of fiscal year 2019 or (ii) future results of operations.

OF PROFORMA INFORMATION OF OPERATIONS

the Year Ended

above pro forma information includes pro forma adjustments to remove the effect of the following non-recurring transactions:

of $15,550,263 recognized in the Seller’s results of operations during the year ended December 31, 2020 related to the

forgiveness of debt associated with liabilities to the Seller’s parent;

expense of $164,946 and $322,407 recognized in the Seller’s results of operations during the year ended December 31,

2020 and 2019, respectively, associated with the debt due to the Seller’s parent that was subsequently forgiven;

merger expenses of $17,535 recognized in the Company’s results of operations during the year ended December 31, 2020.

of the date of the acquisition and December 31, 2020, the Company expects to collect all contractual cash flows related to receivables

acquired in the acquisition.

Acquisition related costs are expensed as incurred and are recorded within general and administrative

expenses on the consolidated statements of operations.

Acquisition-related costs were $17,535 during the year ended December 31,

recognized in the Seller’s results

of operations during the year ended December 31, 2020 related to the forgiveness of debt associated with liabilities to the Seller’s

expense of $ 165

recognized in the Seller’s results

of operations during the year ended December 31, 2020 and 2019, respectively, associated with the debt due to the Seller’s

parent that was subsequently forgiven;

merger expenses of $ 18

recognized in the Company’s results of operations

during the year ended December 31, 2020.

of the date of the acquisition, the Company expected to collect all contractual cash flows related to receivables acquired in the acquisition.

Acquisition related costs are expensed as incurred and are recorded within general and administrative expenses on the consolidated statements

of operations.

Acquisition-related costs were $ 18

during the year ended December 31, 2020.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

BUSINESS COMBINATION – CONTINUED

STATIONS, INC.

November 19, 2020 (“Closing Date”), the Company (the “Buyer”), entered into a Stock Purchase Agreement

(the “SPA Agreement”) with U-Go Stations, Inc.

(the “Target”), and pursuant thereto acquired from the

Seller all of the ownership interests of U-Go Stations, Inc.

(“U-Go”).

November 19, 2020 (“Closing Date”), the Company (the “Buyer”), entered into a Stock Purchase Agreement (the “SPA

Agreement”) with U-Go Stations, Inc.

(the “Target”), and pursuant thereto acquired from the Seller all of the ownership

interests of U-Go Stations, Inc.

consideration by the Buyer for the acquisition of U-Go included:

(a) 66,454 shares of the Company’s common stock and (b)

$60,000 cash payment on the later of (i) the first anniversary of the closing date;

or (ii) the date on which the final project

of the Additional Projects is awarded to U-Go and paid in full, the funds shall be held in escrow by the escrow agent until the

second anniversary of the closing date.

At the expiration of the escrow agreement, the balance of the $60,000, if any, shall be

converted to the Company’s common stock determined by a formula outlined in the agreement.

Agreement contains customary representations, warranties and covenants for a transaction of this type and nature.

the terms of the SPA Agreement, the Seller will indemnify the Company, the Purchaser and their respective affiliates and representatives

for breaches of the Seller’s representations and warranties, breaches of covenants and losses.

The Purchaser has agreed

to indemnify the Seller and its affiliates and representatives for any breaches of the Purchaser’s representations and warranties,

breaches of covenants and losses.

shares of the Company’s common stock and

(b) $60 cash payment on the later of (i) the first anniversary of the closing date;

or (ii) the date on which the final project of the

Additional Projects is awarded to U-Go and paid in full, the funds shall be held in escrow by the escrow agent until the second anniversary

of the closing date.

At the expiration of the escrow agreement, the balance of the $ 60 ,

if any, shall be converted to the Company’s common stock determined by a formula outlined in the agreement.

SPA Agreement contains customary representations, warranties and covenants for a transaction of this type and nature.

Pursuant to the

terms of the SPA Agreement, the Seller indemnified the Company, the Purchaser and their respective affiliates and representatives for

breaches of the Seller’s representations and warranties, breaches of covenants and losses.

The Purchaser agreed to indemnify the

Seller and its affiliates and representatives for any breaches of the Purchaser’s representations and warranties, breaches of covenants

Company has accounted for this transaction as a business combination under ASC 805.

1 unchanged sentence

assumed were recorded at their estimated fair value based on the date of acquisition.

Goodwill from the acquisition principally

relates to the fair value of the common stock consideration as well as the excess value of assumed liabilities over the fair value

of identified net assets.

Goodwill from the acquisition principally relates

to the fair value of the common stock consideration as well as the excess value of assumed liabilities over the fair value of identified

Since this transaction was a stock acquisition, goodwill is not tax deductible.

the date of acquisition, the purchase consideration consisted of the Company’s common stock.

The aggregate purchase price was allocated

to the assets acquired and liabilities assumed as follows:

OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Purchase price allocation

Purchase Consideration:

Share consideration

Purchase Consideration

Notes payable

net working capital deficit

Value of Identified Net Assets

Unidentified Goodwill Value

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

BUSINESS COMBINATION –

thousands except for share and per share amounts)

BUSINESS COMBINATION – CONTINUED

STATIONS, INC.

ACQUISITION – CONTINUED

the date of acquisition, the preliminary purchase consideration consisted of the Company’s common stock.

The preliminary

purchase price allocation is expected to be completed within 12 months after the acquisition date.

The aggregate preliminary purchase

price was allocated to the assets acquired and liabilities assumed as follows:

Purchase price allocation

Purchase Consideration:

Share consideration

Total Purchase Consideration

Notes payable

Debt-free net working capital deficit

Fair Value of Identified Net Assets

Remaining Unidentified Goodwill Value

components of debt free net working capital deficit are as follows:

1 unchanged sentence

Accounts receivable

Prepaid expenses and other current assets

Prepaid expenses and other

current assets

Total current assets

Less current liabilities:

Accounts payable and accrued expenses

Accounts payable and accrued

Total current liabilities

Debt free net working capital deficit

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2020 AND 2019

BUSINESS COMBINATION –

STATIONS, INC.

ACQUISITION - CONTINUED

below table provides select unaudited, pro forma consolidated results of operations as if the acquisition of U-Go had occurred

on January 1, 2019.

The pro forma results are not indicative of (i) the results of operations that would have occurred had the

operations of this acquisition actually occurred at the beginning of fiscal year 2019 or (ii) future results of operations.

For the Year Ended

$ (18,021,526 )

$ (9,734,286 )

Debt free net working capital

below table provides select unaudited, pro forma consolidated results of operations as if the acquisition of U-Go had occurred on January

The pro forma results are not indicative of (i) the results of operations that would have occurred had the operations of this

acquisition actually occurred at the beginning of fiscal year 2019 or (ii) future results of operations.

OF PROFORMA INFORMATION OF OPERATIONS

the Year Ended

above pro forma information includes pro forma adjustments to remove the effect of the following non-recurring transactions:

merger expenses of $6,200 recognized in the Company’s results of operations during the year ended December 31, 2020.

of the date of the acquisition and December 31, 2020, the Company expects to collect all contractual cash flows related to receivables

acquired in the acquisition.

Acquisition related costs are expensed as incurred and are recorded within general and administrative

expenses on the consolidated statements of operations.

Acquisition-related costs were $6,200 during the year ended December 31,

PREPAID EXPENSES AND OTHER CURRRENT ASSETS

of December 31, 2020, prepaid expenses and other current assets included alternative fuel credits of $30,937.

As of December 31,

2019, alternative fuel credits were $476,992.

the year ended December 31, 2019, the Company entered into purchase commitments to acquire second generation charging stations

with an aggregate value of $1,563,600.

As of December 31, 2020, the Company had a remaining purchase commitment of $2,308,000

which will become payable upon the supplier’s delivery of the charging stations.

The purchase commitments were made

primarily for future sales of these charging stations.

merger expenses of $ 6

recognized in the Company’s results

of operations during the year ended December 31, 2020.

of the date of the acquisition, the Company expects to collect all contractual cash flows related to receivables acquired in the acquisition.

Acquisition related costs are expensed as incurred and are recorded within general and administrative expenses on the consolidated statements

of operations.

Acquisition-related costs were $ 6

during the year ended December 31, 2020.

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

PREPAID EXPENSES AND OTHER CURRENT ASSETS

of December 31, 2021 and 2020, prepaid expenses and other current assets was primarily comprised of alternative fuel credits ,

prepaid professional fees, prepaid maintenance, and

prepaid insurance

PROPERTY AND EQUIPMENT

and equipment consist of the following:

OF PROPERTY AND EQUIPMENT

EV charging stations

2 unchanged sentences

Machinery and equipment

Property and equipment, gross

accumulated depreciation

Property and equipment, net

and amortization expense related to property and equipment was $378,442 and $187,214 for the years ended December 31, 2020 and

2019, respectively, of which, $345,018 and $127,929, respectively, was recorded within cost of sales in the accompanying consolidated

statements of operations.

the years ended December 31, 2020 and 2019, the Company disposed of property and equipment with a net book value of $367,925 and

$5,488 which resulted in a loss on disposal of $278,698 and $65,488, respectively, which was included within general and administrative

expenses in the consolidated statements of operations.

During the years ended December 31, 2020

and 2019, the Company transferred charging stations of $1,980,188 and $663,624 from inventory into property and equipment.

Property and equipment,

and amortization expense related to property and equipment was $ 1,903 ,

for the years ended December 31, 2021, 2020 and

2019, respectively, of which, $ 1,531 ,

respectively, was recorded within cost of sales in the accompanying consolidated statements of operations.

the years ended December 31, 2021, 2020 and 2019, the Company disposed of property and equipment with a net book value of $ 798 ,

which resulted in a loss on disposal of $ 156 ,

respectively, which was included within general and administrative expenses in the consolidated statements of operations.

the years ended December 31, 2021, 2020, and 2019 the Company transferred charging stations of $ 2,189 ,

from inventory into property and equipment.

January 22, 2021, the Company completed its purchase of approximately 10,000

square feet of office

condominium space which became the Company’s corporate headquarters.

The purchase price was $ 4,000 ,

of which, $ 600

was paid in the form of the Company’s

common stock ( 13,123

shares) and $ 3,400

Note 3 - Business Combination for additional details of the acquisition of property and equipment.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

INTANGIBLE ASSETS

assets consist of the following:

Intangible assets consist of the following:

OF INTANGIBLE ASSETS

Internal use software

Capitalized engineering costs

Customer relationships

Favorable leases

Internally developed technology

Non-compete agreements

Intangible assets, gross

accumulated amortization

Intangible assets, net

October 16, 2018, the Company entered into a software license agreement with Oracle America, Inc.

for the purchase of a three-year

license, related training, custom programming and implementation of NetSuite SuiteSuccess Wholesale/Distribution Emerging Edition

Cloud Service.

The performance obligations of NetSuite commenced in December 2018.

The Company’s payment obligations were

deferred for six months from NetSuite’s performance obligation date;

however, the payment schedule was condensed to a 30-month

schedule of equal monthly payments.

The Company’s outstanding liability of $59,572 and $131,762 as of December 31, 2020

and 2019, respectively, is included within other current liabilities and other liabilities on the consolidated balance sheets.

the year ended December 31, 2019, the Company determined the carrying value of its trademarks and patents was not recoverable

and, as a result, recorded an impairment charge of $83,135 which was included within general and administrative expenses on the

consolidated statement of operations.

expense related to intangible assets was $61,380 and $89,442 for the years ended December 31, 2020 and 2019, respectively.

the year ended December 31, 2019, the Company determined the carrying value of its trademarks and patents was not recoverable and, as

a result, recorded an impairment charge of $ 83

which was included within general and administrative

expenses on the consolidated statement of operations.

expense during the years ended December 31, 2021, 2020, and 2019 were $ 938 ,

respectively.

in the balance of intangible assets and goodwill reflected on the balance sheet are the result of the impact of the change in foreign

currency exchange rates.

Note 3 - Business Combination and Note 7- Goodwill for additional details.

estimated future amortization expense is as follows:

For the Years Ending December 31,

OF ESTIMATED FUTURE AMORTIZATION EXPENSE

For the Years

Ending December 31,

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

of December 31, 2020 and 2019, other assets primarily consisted of deposits for rent, utilities and professional services.

ACCRUED EXPENSES

thousands except for share and per share amounts)

consisted of the following:

Beginning balance as of January 1

Acquisition of U-Go Stations, Inc.

Acquisition of BlueLA Carsharing, LLC

Accrual of additional consideration for U-Go

Stations, Inc.

Acquisition of Blue Corner

Effect of translation

Ending balance as of December 31

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

expenses consist of the following:

OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued host fees

3 unchanged sentences

Warranty payable

Accrued income, property and sales taxes payable (Note 17)

Accrued income, property and sales taxes payable

Accrued issuable equity

Accrued purchases

Internal use software liability

Other accrued expenses

Total accrued expenses

Note 17 –

Commitments and Contingencies –

Company provides a limited product warranty against defects in materials and workmanship for its Blink Network residential and

commercial chargers, ranging in length from one to two years.

The Company accrues for estimated warranty costs at the time of

revenue recognition and records the expense of such accrued liabilities as a component of cost of sales.

Estimated warranty costs

are based on known warranty issues and anticipated warranty costs.

Should actual cost to repair and failure rates differ significantly

from estimates, the impact of these unforeseen costs would be recorded as a change in estimate in the period identified.

year ended December 31, 2020, the change in reserve was approximately $(2,000).

Warranty expenses for the years ended December

31, 2020 and 2019 were $120,412 and $187,016, respectively, which has been included within cost of revenues on the consolidated

statement of operations.

As of December 31, 2020 and 2019 the Company recorded a warranty liability of $10,000 and $12,000, respectively,

which represents the estimated cost to repair those chargers under warranty or host owned chargers for which the host has procured

a maintenance contract.

The Company records maintenance and repairs expenses for chargers it owns deployed at host locations as

The Company estimates an approximate cost of $70,000 to repair those deployed chargers which it owns as of December

ACCRUED ISSUABLE EQUITY

issuable equity, which represents the fair value of unissued equity instruments that the Company was obligated to issue, consists

of the following:

Total accrued issuable equity

common stock balance as of December 31, 2020 is primarily related to the fair value of compensation earned by the Company’s

Board members and officers that is to be settled by the future issuance of common stock.

Note 12 –

Fair Value Measurement and Note 13 - Stockholders’

Equity for additional details.

Company provides a limited product warranty against defects in materials and workmanship for its Blink Network residential and commercial

chargers, ranging in length from one to two years.

The Company accrues for estimated warranty costs at the time of revenue recognition

and records the expense of such accrued liabilities as a component of cost of sales.

Estimated warranty costs are based on known warranty

issues and anticipated warranty costs.

Should actual cost to repair and failure rates differ significantly from estimates, the impact

of these unforeseen costs would be recorded as a change in estimate in the period identified.

For the year ended December 31, 2020 and

2019, the change in reserve was approximately $ ( 2 )

respectively.

expenses for the years ended December 31, 2021, 2020 and 2019 were $ 210 ,

respectively, which has been included within cost of revenues on the consolidated statement of operations.

As of December 31, 2021 and

2020 the Company recorded a warranty liability of $ 10

which represents the estimated cost to repair

those chargers under warranty or host owned chargers for which the host has procured a maintenance contract.

The Company records maintenance

and repairs expenses for chargers it owns deployed at host locations as incurred.

The Company estimates an approximate cost of $ 73

to repair those deployed chargers which it

owns as of December 31, 2021.

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

NOTES PAYABLE

PROTECTION PROGRAM

May 7, 2020, the Company received $855,666 in connection with a loan (the “PPP Loan”) under the CARES Act Paycheck

Protection Program (the “PPP”).

The PPP provides for loans to qualifying businesses for amounts of up to 2.5 times

their average monthly payroll expenses.

The loan principal and accrued interest are forgivable, as long as the borrower uses loan

proceeds for eligible purposes during the covered period following disbursement, such as payroll, benefits, rent, and utilities,

and maintains its payroll levels.

The amount of loan forgiveness is reduced if the borrower terminates employees or reduces salaries

during the covered period, subject to certain qualifications and exclusions.

The unforgiven portion of the PPP loan is payable

over two years at an interest rate of 1%.

The Company used PPP proceeds it received for purposes consistent with PPP criteria.

While the Company believes its use of PPP loan proceeds should meet the conditions for forgiveness of the loan, it cannot provide

assurance that it will not take actions that may cause the Company to be ineligible for loan forgiveness in whole or in part or

that PPP eligibility requirements may not change that would result in making the Company or the Company’s use of the PPP

proceeds ineligible.

As of December 31, 2020, the Company had not received any notice of forgiveness of the PPP Loan.

amount is forgiven under the PPP Loan, the Company intends to recognize a gain on forgiveness of note payable in the period in

which it obtained forgiveness.

As of December 31, 2020, the Company utilized all $855,666 of the proceeds of the PPP Loan.

June 5, 2020, the President signed into law the Payroll Protection Program Flexibility Act (“PPP Flexibility Act”)

which made several critical changes to the PPP, which was created under the CARES Act.

Under the act, the deferral period was

extended to the date the lender received the forgiven amount from SBA.

If the Company does not apply for loan forgiveness within

10 months following the end of the covered period, the deferral period will end on the date that is 10 months after the last day

of the covered period.

Following enactment of the CARES Act, SBA issued guidance requiring that no more than 25 percent of the

forgiven amount be attributable to non-payroll costs.

This meant that if payroll costs did not account for at least 75 percent

of the total costs eligible for forgiveness, then the borrower’s loan forgiveness would be capped at the 75 percent level.

The PPP Flexibility Act loosens this requirement and increases the percentage for non-payroll costs to up to 40 percent.

the actual language of the PPP Flexibility Act requiring a borrower to use at least 60 percent of the loan amount for payroll

May 7, 2020, the Company received $ 856

in connection with a loan (the “PPP Loan”)

under the CARES Act Paycheck Protection Program (the “PPP”).

PPP provides for loans to qualifying businesses for amounts of up to 2.5 times their average monthly payroll expenses.

The loan principal

and accrued interest are forgivable, as long as the borrower uses loan proceeds for eligible purposes during the covered period following

disbursement, such as payroll, benefits, rent, and utilities, and maintains its payroll levels.

The amount of loan forgiveness is reduced

if the borrower terminates employees or reduces salaries during the covered period, subject to certain qualifications and exclusions.

As of December 31, 2020, the Company had utilized

of the proceeds of the PPP Loan.

the year ended December 31, 2021, the Company obtained forgiveness for its PPP Loans in the amount of $ 856

and recorded a gain on settlement

of debt on the consolidated statement of operations for the year ended December 31, 2021.

NOTES PAYABLE

connection with the U-Go acquisition, the Company had also assumed $165,000 in notes payable, however, these notes were subsequently

connection with the U-Go acquisition, the Company had also assumed $ 165

in notes payable, however, these notes were subsequently

repaid during the year ended December 31, 2020.

See Note 3 –

Business Combination –

U-GO Stations, Inc.

See Note 3 – Business Combination – U-GO Stations, Inc.

Acquisition for details.

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

DEFERRED REVENUE

Company is the recipient of various private and governmental grants, rebates and marketing incentives.

Reimbursements of periodic

expenses are recognized as income when the related expense is incurred.

Private and government grants and rebates related to EV

charging stations and their installation are deferred and amortized in a manner consistent with the recognition of the related

depreciation expense of the related asset over their useful lives.

rebate and incentive revenue recognized during the years ended December 31, 2020 and 2019 was $21,558 and $22,396, respectively.

During the year ended December 31, 2020, the Company recognized $452,556 of revenue related to warranty and network fees, of which,

$145,693 was included within deferred revenue as of December 31, 2019.

Reimbursements of periodic expenses

are recognized as income when the related expense is incurred.

Private and government grants and rebates related to EV charging stations

and their installation are deferred and amortized in a manner consistent with the recognition of the related depreciation expense of

the related asset over their useful lives.

revenue consists of the following:

Prepaid network and maintenance fees

OF DEFERRED REVENUE

Prepaid network, charging and maintenance

Total deferred revenue

Deferred revenue, non-current portion

Current portion of deferred revenue

revenue, non-current portion

portion of deferred revenue

is anticipated that deferred revenue as of December 31, 2021 will be recognized as follows:

OF DEFERRED REVENUE RECOGNIZED

For the Year Ending

2 unchanged sentences

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

FAIR VALUE MEASUREMENT

utilized in the valuation of Level 3 liabilities are described as follows:

For the Years Ended

OF ASSUMPTIONS USED FOR VALUATION OF FAIR VALUE LIABILITIES

For the Years

Risk-free interest rate

0.07 %- 0.39 %

0.16 %- 1.69 %

1.47 %- 2.45 %

Contractual term (years)

Expected volatility

78 %- 143.8 %

Expected dividend yield

following table sets forth a summary of the changes in the fair value of Level 3 warrant liabilities that are measured at fair

value on a recurring basis:

Warrants Payable

following table sets forth a summary of the changes in the fair value of Level 3 warrant liabilities that are measured at fair value

on a recurring basis:

OF CHANGES IN FAIR VALUE OF LEVEL 3 WARRANT LIABILITIES MEASURED AT RECURRING BASIS

Warrant Liability

Beginning balance as of January 1

Change in fair value of warrants payable

Change in fair value of

warrant liability

Ending balance as of December 31

and liabilities measured at fair value on a recurring or nonrecurring basis are as follows:

December 31, 2020

Alternative fuel credits

Warrants payable

OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE RECURRING AND NONRECURRING BASIS

Common stock liability

Warrant liability

Total liabilities

December 31, 2019

Alternative fuel credits

Marketable securities

Warrants payable

Warrant liability

Total liabilities

2 unchanged sentences

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

STOCKHOLDERS’

Company is authorized to issue 500,000,000 shares of common stock, $0.001 par value, and 40,000,000 shares of preferred stock,

$0.001 par value.

The holders of the Company’s common stock are entitled to one vote per share.

The preferred stock is designated

thousands except for share and per share amounts)

STOCKHOLDERS’ EQUITY

Company is authorized to issue 500,000,000

shares of common stock, $ 0.001

par value, and 40,000,000

shares of preferred stock, $ 0.001

holders of the Company’s common stock are entitled to one vote per share.

preferred stock is designated as follows:

shares to Series A Convertible Preferred Stock;

2 unchanged sentences

shares to Series D Convertible Preferred Stock;

and 19,727,000

shares undesignated.

and 19,727 shares

undesignated.

INCENTIVE PLANS

March 31, 2014, the Board of the Company approved the Company’s 2014 Omnibus Incentive Plan (the “2014 Plan”),

which enables the Company to grant stock options, stock appreciation rights, restricted stock, restricted stock units, phantom

stock and dividend equivalent rights to associates, directors, consultants, and advisors of the Company and its affiliates, and

to improve the ability of the Company to attract, retain, and motivate individuals upon whom the Company’s sustained growth

and financial success depend, by providing such persons with an opportunity to acquire or increase their proprietary interest

in the Company.

Stock options granted under the 2014 Plan may be non-qualified stock options or incentive stock options, within

the meaning of Section 422(b) of the Internal Revenue Code of 1986, except that stock options granted to outside directors and

any consultants or advisers providing services to the Company or an affiliate shall in all cases be non-qualified stock options.

The option price must be at least 100% of the fair market value on the date of grant and if issued to a 10% or greater shareholder

must be 110% of the fair market value on the date of the grant.

The 2014 Plan is to be administered by the Board, which shall

have discretion over the awards and grants thereunder.

The aggregate maximum number of shares of common stock for which stock

options or awards may be granted pursuant to the 2014 Plan is 5,000,000, adjusted as provided in Section 11 of the 2014 Plan.

No awards may be issued after December 1, 2016.

The 2014 Plan was approved by a majority of the Company’s shareholders on

April 17, 2014.

As of December 31, 2020 and 2019, options to purchase 8,000 and 22,768 common stock were outstanding to employees

and former members of the of the Board of Directors and 43,166 shares of common stock were outstanding to consultants of the Company.

February 10, 2015, the Board of the Company approved the Company’s 2015 Omnibus Incentive Plan (the “2015 Plan”),

which enables the Company to grant stock options, stock appreciation rights, restricted stock, restricted stock units, phantom

stock and dividend equivalent rights to associates, directors, consultants, and advisors of the Company and its affiliates, and

to improve the ability of the Company to attract, retain, and motivate individuals upon whom the Company’s sustained growth

and financial success depend, by providing such persons with an opportunity to acquire or increase their proprietary interest

in the Company.

Stock options granted under the 2015 Plan may be non-qualified stock options or incentive stock options, within

the meaning of Section 422(b) of the Internal Revenue Code of 1986, except that stock options granted to outside directors and

any consultants or advisers providing services to the Company or an affiliate shall in all cases be non-qualified stock options.

The option price must be at least 100% of the fair market value on the date of grant and if issued to a 10% or greater shareholder

must be 110% of the fair market value on the date of the grant.

The 2015 Plan is to be administered by the Board, which shall

have discretion over the awards and grants thereunder.

The aggregate maximum number of shares of common stock for which stock

options or awards may be granted pursuant to the 2015 Plan is 5,000,000, adjusted as provided in Section 11 of the 2015 Plan.

No awards may be issued after March 11, 2017.

The 2015 Plan was approved by a majority of the Company’s shareholders on

April 21, 2015.

As of December 31, 2020 and 2019, options to purchase 1,300 shares of common stock were outstanding to employees.

As of December 31, 2020 and 2019, 9,788 shares of common stock were outstanding to consultants of the Company.

September 7, 2018, the Board of the Company, as well as a majority of the Company’s shareholders approved the Company’s

2018 Incentive Compensation Plan (the “2018 Plan”), which enables the Company to grant stock options, restricted stock,

dividend equivalents, stock payments, deferred stock, restricted stock units, stock appreciation rights, performance share awards,

and other incentive awards to associates, directors, consultants, and advisors of the Company and its affiliates, and to improve

the ability of the Company to attract, retain, and motivate individuals upon whom the Company’s sustained growth and financial

success depend, by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company.

Stock options granted under the 2018 Plan may be non-qualified stock options or incentive stock options, within the meaning of

Section 422(b) of the Internal Revenue Code of 1986, except that stock options granted to outside directors and any consultants

or advisers providing services to the Company or an affiliate shall in all cases be non-qualified stock options.

The option price

must be at least 100% of the fair market value on the date of grant and if issued to a 10% or greater shareholder must be at least

September 7, 2018, the Board of the Company, as well as a majority of the Company’s shareholders approved the Company’s 2018

Incentive Compensation Plan (the “2018 Plan”), which enables the Company to grant stock options, restricted stock, dividend

equivalents, stock payments, deferred stock, restricted stock units, stock appreciation rights, performance share awards, and other incentive

awards to associates, directors, consultants, and advisors of the Company and its affiliates, and to improve the ability of the Company

to attract, retain, and motivate individuals upon whom the Company’s sustained growth and financial success depend, by providing

such persons with an opportunity to acquire or increase their proprietary interest in the Company.

Stock options granted under the 2018

Plan may be non-qualified stock options or incentive stock options, within the meaning of Section 422(b) of the Internal Revenue Code

of 1986, except that stock options granted to outside directors and any consultants or advisers providing services to the Company or

an affiliate shall in all cases be non-qualified stock options.

option price must be at least 100 %

of the fair market value on the date of grant and if issued to a 10 %

or greater shareholder must be at least 110 %

of the fair market value on the date of the grant.

The 2018 Plan is to be administered by the Compensation Committee of the

Board, which shall have discretion over the awards and grants thereunder.

2018 Plan is to be administered by the Compensation Committee of the Board, which shall have discretion over the awards and grants thereunder.

aggregate maximum number of shares of common stock for which stock options or awards may be granted pursuant to the 2018 Plan is 5,000,000 ,

adjusted as provided in Section 4 of the 2018 Plan.

No awards may be issued on or after September 7, 2028.

of December 31, 2021 and 2020, options to purchase 983,505

shares of options were outstanding respectively.

As of December 31, 2021 and 2020, 1,244,232

and 1,151,299

shares of common stock were outstanding to

employees and members of the Board of Directors of the Company, respectively.

As of December 31, 2021 and 2020, there were 2,772,263

and 3,231,630

securities available for future issuance under

the 2018 Plan, respectively.

January 2021, the Company completed an underwritten registered public offering of 5,660,000

shares of common stock at a public offering price

The Company received $ 232,060

in gross proceeds from the public offering, and

in net proceeds after deducting the underwriting

discount and offering expenses paid by the Company.

The Company’s Chief Executive Officer and one other officer participated in

the offering by selling a total of 550,000

shares of the Company’s common stock from

the exercise of the underwriter’s option to purchase additional shares.

The public offering was made pursuant to the Company’s

automatic shelf registration statement on Form S-3 filed with the SEC on January 6, 2021 and prospectus supplement dated January 7, 2021.

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

STOCKHOLDERS’

EQUITY –

INCENTIVE PLANS - CONTINUED

aggregate maximum number of shares of common stock for which stock options or awards may be granted pursuant to the 2018 Plan

is 5,000,000, adjusted as provided in Section 4 of the 2018 Plan.

No awards may be issued on or after September 7, 2028.

of December 31, 2020 and 2019, options to purchase 617,071 and 239,082 shares of common stock were outstanding to employees, respectively.

As of December 31, 2020 and 2019, 1,151,299 and 849,919 shares of common stock were outstanding to employees and members of the

Board of Directors of the Company, respectively.

As of December 31, 2020 and 2019, there were 3,231,630 and 3,910,999 securities

available for future issuance under the 2018 Plan, respectively.

thousands except for share and per share amounts)

STOCKHOLDERS’ EQUITY – CONTINUED

AT-THE-MARKET

April 17, 2020, the Company entered into a sales agreement (“Sales Agreement”) with Roth Capital Partners, LLC (the

“Agent”) to conduct an “at-the-market”

equity offering program (the “ATM”), pursuant to which

the Company may issue and sell from time-to-time shares of its common stock having an aggregate offering price of up to

$20,000,000 (the “Shares”) through the Agent.

Sales of the Shares under the Sales Agreement were made in transactions

that were deemed to be “at-the-market offerings”

as defined in Rule 415 under the Securities Act of 1933, as amended,

including sales made by means of ordinary brokers’

transactions, including on the Nasdaq Capital Market, at market prices

or as otherwise agreed to with the Agent.

A “shelf”

registration statement on Form S-3 for the Shares was filed with

the SEC, which became effective on September 16, 2019, and a prospectus supplement thereto was filed with the SEC on April 17,

April 17, 2020 and through December 31, 2020, the Company sold an aggregate of 3,597,833 shares of common stock under the ATM

program for aggregate gross proceeds of $19,999,984, less issuance costs of $819,438 which were recorded as a reduction to additional

April 17, 2020, the Company entered into a sales agreement (“Sales Agreement”) with Roth Capital Partners, LLC (the “Agent”)

to conduct an “at-the-market” equity offering program (the “ATM”), pursuant to which the Company may issue and

sell from time-to-time shares of its common stock having an aggregate offering price of up to $ 20,000

(the “Shares”) through the Agent.

Sales of the Shares under the Sales Agreement were made in transactions that were deemed to be “at-the-market offerings”

as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’ transactions,

including on the Nasdaq Capital Market, at market prices or as otherwise agreed to with the Agent.

A “shelf” registration

statement on Form S-3 for the Shares was filed with the SEC, which became effective on September 16, 2019, and a prospectus supplement

thereto was filed with the SEC on April 17, 2020.

2020 and through December 31, 2020, the Company sold an aggregate of 3,597,833

shares of common stock under the ATM program

for aggregate gross proceeds of $ 20,000 ,

less issuance costs of $ 819

which were recorded as a reduction to additional

paid-in capital.

D CONVERTIBLE PREFERRED STOCK

February 22, 2019, JMJ elected to convert 16 shares of Series D Convertible Preferred Stock into 5,128 shares of the Company’s

common stock at a conversion price of $3.12 per share.

the year ended December 31, 2020, a holder elected to convert 5,125 shares of Series D Convertible Preferred Stock into 1,642,628

shares of the Company’s common stock at a conversion price of $3.12 per share.

The Company determined that the Series D

Convertible Preferred Stock did not include a beneficial conversion feature.

There are no longer any currently outstanding shares

of Series D Convertible Preferred Stock.

February 22, 2019, JMJ elected to convert 16

shares of Series D Convertible Preferred Stock

shares of the Company’s common stock at

a conversion price of $ 3.12

the year ended December 31, 2020, a holder elected to convert 5,125

shares of Series D Convertible Preferred Stock

into 1,642,628

shares of the Company’s common stock at

a conversion price of $ 3.12

The Company determined that the Series

D Convertible Preferred Stock did not include a beneficial conversion feature.

There are no longer any currently outstanding shares of

Series D Convertible Preferred Stock.

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

STOCKHOLDERS’

EQUITY –

February 19, 2019, the Company retired 8,066 shares of common stock in accordance with a settlement agreement with the former

members of 350 Green LLC.

See Note 17 –

Commitments and Contingencies –

Litigation and Disputes for additional details.

the year ended December 31, 2019, the Company issued an aggregate of 178,615 shares of common stock to independent board members

and an former officer of the Company pursuant to a certain agreement with an aggregate grant date fair value of $474,513 such

amount was previously accrued for as of December 31, 2018.

the year ended December 31, 2019, the Company issued an aggregate of 28,831 shares of common stock to consultants with an aggregate

issuance date fair value of $73,728

the year ended December 31, 2020, the Company issued an aggregate of 113,027 shares of common stock to employees

of the Company with an aggregate issuance date fair value of $163,782.

the year ended December 31,2020 the Company issued an aggregate of 17,695 shares of common stock as compensation to consultants

with an aggregate issuance date fair value of $161,697.

the year ended December 31, 2020, the Company issued 102,402 shares of common stock to employees with a grant

date fair value of $200,920.

Such amount was previously accrued for as of December 31, 2019.

Note 9 –

Stockholder’s Equity - Preferred Stock for details associated with the issuance of common stock in connection

thousands except for share and per share amounts)

STOCKHOLDERS’ EQUITY – CONTINUED

February 19, 2019, the Company retired 8,066

shares of common stock in accordance with a settlement

agreement with the former members of 350 Green LLC.

See Note 16 – Commitments and Contingencies – Litigation and Disputes

for additional details.

the year ended December 31, 2019, the Company issued an aggregate of 178,615

shares of common stock to independent board members

and an former officer of the Company pursuant to a certain agreement with an aggregate grant date fair value of $ 474,513

such amount was previously accrued for as of

December 31, 2018.

the year ended December 31, 2019, the Company issued an aggregate of 28,831

shares of common stock to consultants with an

aggregate issuance date fair value of $ 73,728 .

the year ended December 31, 2020, the Company issued an aggregate of 233,124

shares of common stock to employees of the Company

and consultants with an aggregate issuance date fair value of $ 525,769 .

Note 12 – Stockholder’s Equity - Preferred Stock for details associated with the issuance of common stock in connection

with the conversion of Series D Convertible Preferred Stock.

elsewhere within this note, Note 3- Business Combinations and Note 15 –

Related Parties for additional details.

the year ended December 31, 2021, the Company issued 32,382

shares as partial consideration for its acquisition

of Blue Corner.

the year ended December 31, 2021, the Company issued an aggregate of 127,841

shares as compensation for services.

had an issuance date fair value of $ 3,950 .

the year ended December 31, 2021, the Company issued 13,123

shares as partial consideration for the purchase

of property and equipment.

See Note 5 – Property and Equipment for additional details.

the year ended December 31, 2021, the Company issued an aggregate of 104,496

shares of common stock pursuant to cashless warrant

ad options exercises.

elsewhere within this Note, Note 3- Business Combinations and Note 14 – Related Parties for additional details.

Company recognized stock-based compensation expense related to common stock, stock options and warrants for the years ended December

31, 2020 and 2019 of $948,270 and $728,541, respectively, which is included within compensation expense on the consolidated statement

of operations.

As December 31, 2020, there was $658,140 of unrecognized stock-based compensation expense that will be recognized

over the weighted average remaining vesting period of 2.49 years.

to the compensation plan approved by the Company’s board of directors on December 11, 2017, each year on the date of the

annual meeting of stockholders, each non-employee director of the Company receives an annual award for the number of shares of the

Company’s common stock that has a market value of $50,000 based on the closing price of the common stock on the last business

day preceding the grant date (the “2017 Board Plan”).

The lead independent director receives an additional annual award

for the number of shares of the Company’s common stock that has a market value of $15,000.

The stock award fully vests the

(i) 12 months from grant;

or (ii) one day before the following year’s annual meeting.

All stock awards include a

cash payment upon vesting to cover expected ordinary income tax charges and is calculated at the highest individual personal income

During the fourth quarter of 2020, the Company paid to the Company’s non-employee directors $2.3 million related to

the gross-up tax cash payment pursuant to the 2017 Board Plan as a result of the vesting on November 23, 2020 of the annual award to

the Company’s non-employee directors granted on December 12, 2019 and March 19, 2020.

AND OPTION VALUATION

Company has computed the fair value of certain warrants and options granted using the Black-Scholes option pricing model.

forfeitures are reduction of previous expensed amount at the time of occurrence.

The expected term used for options issued is

the estimated period of time that options granted are expected to be outstanding.

The Company utilizes the “simplified”

method to develop an estimate of the expected term of “plain vanilla”

employee option grants.

The Company is utilizing

an expected volatility figure based on a review of the historical volatility of the Company over a period equivalent to the expected

life of the instrument being valued.

The risk-free interest rate was determined from the implied yields from U.S.

Treasury zero-coupon

bonds with a remaining term consistent with the expected term of the instrument being valued.

31, 2021, 2020, and 2019 of $ 19,108 ,

respectively, which is included within compensation expense on the consolidated statement of operations.

As December 31, 2021, there

of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 1.23 years,

which includes $ 962 of

unrecognized stock-based compensation of expense relating to the special four-year performance option for the Company’s CEO

which is expected to be fully recognized by January 2022.

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

STOCKHOLDERS’

EQUITY –

thousands except for share and per share amounts)

STOCKHOLDERS’ EQUITY – CONTINUED

AND OPTION VALUATION

Company has computed the fair value of certain warrants and options granted using the Black-Scholes option pricing model.

Option forfeitures

are reduction of previous expensed amount at the time of occurrence.

The expected term used for options issued is the estimated period

of time that options granted are expected to be outstanding.

The Company utilizes the “simplified” method to develop an estimate

of the expected term of “plain vanilla” employee option grants.

The Company is utilizing an expected volatility figure based

on a review of the historical volatility of the Company over a period equivalent to the expected life of the instrument being valued.

The risk-free interest rate was determined from the implied yields from U.S.

Treasury zero-coupon bonds with a remaining term consistent

with the expected term of the instrument being valued.

applying the Black-Scholes option pricing model to options granted, the Company used the following assumptions:

For the Years Ended

SUMMARY OF BLACK-SCHOLES OPTION PRICING MODEL TO STOCK OPTIONS GRANTED ASSUMPTION

For the Years

Risk free interest rate

0.09 %- 1.539 %

0.33 %- 1.44 %

1.52 %- 1.71 %

Expected term (years)

2 unchanged sentences

121.8 %- 139.9 %

131.10 %- 138.40 %

Expected dividends

the year ended December 31, 2019, the Company issued five and ten-year immediately vested options to purchase an aggregate of

4,700 shares of common stock to the Chief Executive Officer with exercise prices ranging from $2.55 to $3.30 per share.

had an aggregate grant date fair value of $12,522, which was recognized immediately.

the year ended December 31, 2019, the Company granted options to purchase an aggregate of 72,000 shares of common stock to an

executive with an exercise price of $3.45 per share.

The options vest ratably over a six-month period from the date of grant.

The options had an aggregate grant date fair value of $220,831, which will be recognized ratably over the vesting period.

the year ended December 31, 2019, the Company recognized $147,221 of expense related to this award.

the year ended December 31, 2019, the Company granted five-year options to purchase an aggregate of 4,467 shares of common

stock to an executive with an exercise prices ranging from $2.45-$2.63 per share.

2,313 options vested immediately, and

the remainder will vest on September 28, 2020.

The options had an aggregate grant date fair value of $4,467 which will be recognized

ratably over the vesting period.

the year ended December 31, 2019, the Company granted options to employees with an aggregate value of $122,011 for bonuses earned

The option grants will vest in three tranches with each tranche having a six-year, seven-year, and eight-year

contractual term.

The tranches vest yearly from the date of grant.

The number of options issued under this award is 42,176.

The Company recognized $40,671 expense related to the award during the year ended December 31, 2019.

the year ended December 31, 2019, the Company granted six-year vested, options to an employee to purchase an aggregate of 260,000

shares of common stock with exercise prices and value to be determined on each grant date.

One-third of the options will be granted

immediately and will vest one year from the date of grant.

The second third will be granted on the first anniversary of the first

grant and will be vest one year from the date of grant.

The final third will be granted on the first anniversary of the first

grant and will be vest one year from the date of grant.

The Company recognized $47,902 of expense related to these awards during

the year ended December 31, 2019.

the year ended December 31, 2020, the Company issued an aggregate of 8,256

shares of the Company’s common stock pursuant

to the cashless exercise of options.

the year ended December 31, 2021, the Company issued an aggregate of 38,496

shares of the Company’s common stock pursuant

to the cashless exercise of options.

the year ended December 31, 2021, the Company issued an aggregate of 136,500

shares of the Company’s common stock pursuant

to a option exercise for aggregate net proceeds of $ 307 .

Note 16 – Commitments and Contingencies – CEO Employment Agreement for details associated with options granted to the Company’s

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

STOCKHOLDERS’

EQUITY –

OPTIONS –

April 2020, the Company granted five-year options to purchase an aggregate of 160,416 shares of common stock to executives with

an exercise prices ranging from of $1.83-$2.01 per share.

54,325 options will vest one year from the date of grant, 53,433 options

will vest the second year and 52,658 will vest the third year.

The options had an aggregate grant date fair value of $180,000,

which will be recognized over the vesting period.

June 2020, the Company granted five-year options to purchase an aggregate of 150,000 shares of common stock to executives with

an exercise price of $2.20 per share.

One-third of the options will vest on February 7, 2021, the second third will vest on February

7, 2022 and the final third will vest on February 7, 2023.

The options had an aggregate grant date fair value of $298,911, which

will be recognized over the vesting period.

September 2020, the Company granted five-year options to purchase an aggregate of 603 shares of common stock to employees with

an exercise price of $9.14 per share.

The options vest on September 27, 2021.

The options had an aggregate grant date fair value

of $5,000, which will be recognized over the vesting period.

October 2020, the Company granted five-year, immediately vested options to purchase an aggregate of 10,000 shares of common stock

to an employee with an exercise price of $9.64 per share.

The options had an aggregate grant date fair value of $85,787, which

will be recognized over the vesting period.

the year ended December 31, 2020, the Company issued an aggregate of 8,256 shares of the Company’s common stock pursuant

to the cashless exercise of options.

thousands except for share and per share amounts)

STOCKHOLDERS’ EQUITY – CONTINUED

OPTIONS – CONTINUED

summary of the option activity during the year ended December 31, 2021 is presented below:

Outstanding, January 1, 2020

SUMMARY OF OPTIONS ACTIVITY

Outstanding, December 31, 2020

Cancelled/forfeited/expired

2 unchanged sentences

following table presents information related to stock options at December 31, 2021:

Options Outstanding

Options Exercisable

Remaining Life

SCHEDULE OF STOCK OPTIONS

$ 1.73 -$ 9.14

$ 25.59 -$ 38.45

$ 40.82 -$ 59.22

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

STOCKHOLDERS’

EQUITY –

Note 8 –

Accrued Issuable Equity, Note 12–

thousands except for share and per share amounts)

STOCKHOLDERS’ EQUITY – CONTINUED

11– Fair Value Measurement, and elsewhere within this note for additional details.

the year ended December 31, 2020, the Company issued an aggregate of 3,827,181 shares of the Company’s common stock pursuant

to the exercise of warrants at an exercise price of $4.25 per share for aggregate gross proceeds of $16,264,687.

the year ended December 31, 2020, the Company issued an aggregate of 253,038 shares of the Company’s common stock pursuant

to the cashless exercise of warrants.

following table accounts for the Company’s warrant activity for the year ended December 31, 2020:

the year ended December 31, 2021, the Company issued an aggregate of 388,101

shares of the Company’s common stock pursuant

to the exercise of warrants at an exercise price of $ 4.25

per share for aggregate gross proceeds of $ 1,619 .

the year ended December 31, 2021, the Company issued 66,000

shares of the Company’s common stock representing

a modification of the initial warrant exercise pursuant to a legal settlement.

See Note 16 – Commitments and Contingencies –

Litigation and Disputes for details.

following table accounts for the Company’s warrant activity for the year ended December 31, 2021:

SCHEDULE OF WARRANT ACTIVITY

Outstanding, January 1, 2021

1 unchanged sentence

Outstanding, December 31, 2021

$ 147,496,067

Exercisable, December 31, 2021

$ 147,496,067

following table presents information related to stock warrants at December 31, 2021:

SCHEDULE OF STOCK WARRANTS

$ 4.25 -$ 35.00

$ 50.00 -$ 150.00

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

Company is subject to U.S.

federal and various state income taxes.

the year ended December 31, 2019 and into the first quarter of fiscal 2020, the Company brought itself into compliance with respect

to all federal, state and local income and franchise tax filings through fiscal 2018.

As part of the filings of the Company’s

net operating loss carryforwards of were reduced by approximately $30 million.

income tax provision (benefit) for the years ended December 31, 2021, 2020, and 2019 consists of the following:

Year Ended December 31,

SCHEDULE OF INCOME TAX PROVISION (BENEFIT)

the Year Ended December 31

Change in valuation allowance

Income tax provision (benefit)

Income tax provision

current tax provision has been recorded for the years ended December 31, 2021, 2020, and 2019 because the Company had net operating losses

for federal and state tax purposes.

The net operating loss carryovers may be subject to annual limitations under Internal Revenue

Code Section 382, and similar state provisions, should there be a greater than 50% ownership change as determined under the applicable

income tax regulations.

The amount of the limitation would be determined based on the value of the company immediately prior to

the ownership change and subsequent ownership changes could further impact the amount of the annual limitation.

An ownership change

pursuant to Section 382 may have occurred in the past or could happen in the future, such that the NOLs available for utilization

could be significantly limited.

The Company will perform a Section 382 analysis in the future.

The related decrease in the deferred

tax asset was offset by the decrease in valuation allowance.

net operating loss carryovers may be subject to annual limitations under Internal Revenue Code Section 382, and similar state provisions,

should there be a greater than 50% ownership change as determined under the applicable income tax regulations.

amount of the limitation would be determined based on the value of the company immediately prior to the ownership change and subsequent

ownership changes could further impact the amount of the annual limitation.

An ownership change pursuant to Section 382 may have occurred

in the past or could happen in the future, such that the NOLs available for utilization could be significantly limited.

The Company will

perform a Section 382 analysis in the future.

The related decrease in the deferred tax asset will be offset by the decrease in valuation

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

INCOME TAXES –

reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:

For the Year Ended

Tax benefit at federal statutory rate

thousands except for share and per share amounts)

INCOME TAXES – CONTINUED

reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:

SUMMARY OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE AND EFFECTIVE INCOME TAX RATE

Tax benefit at federal statutory

State income taxes, net of federal benefit

1 unchanged sentence

Stock Compensation

Prior period differences

from non-includable foreign entities

Prior year differences

Change in valuation allowance

Effective income tax rate

Effective income tax

Company has determined that a valuation allowance for the entire net deferred tax asset is required.

A valuation allowance is

required if, based on the weight of evidence, it is more likely than not that some or the entire portion of the deferred tax asset

will not be realized.

After consideration of all the evidence, both positive and negative, management has determined that a full

valuation allowance is necessary to reduce the deferred tax asset to zero, the amount that will more likely not be realized.

disaggregation of the Company’s domestic and foreign pre-tax loss for the years ended December 31, 2020 and 2019 is as follows:

Year Ended December 31,

$ (17,636,705 )

$ (9,433,649 )

$ (17,847,467 )

$ (9,648,500 )

A valuation allowance is required

if, based on the weight of evidence, it is more likely than not that some or the entire portion of the deferred tax asset will not be

After consideration of all the evidence, both positive and negative, management has determined that a full valuation allowance

is necessary to reduce the deferred tax asset to zero, the amount that will more likely not be realized.

disaggregation of the Company’s domestic and foreign pre-tax loss for the years ended December 31, 2021, 2020, and 2019 is as follows:

SCHEDULE OF DISAGGREGATION OF DOMESTIC AND FOREIGN PRE-TAX LOSS

the Year Ended December 31

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

INCOME TAXES –

thousands except for share and per share amounts)

INCOME TAXES – CONTINUED

tax effects of temporary differences that give rise to deferred tax assets and liabilities are presented below:

As of December 31,

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

For the Year Ended December 31

Deferred Tax Assets:

3 unchanged sentences

Allowance for doubtful accounts

Mark to Market Investments

Deferred tax assets, gross

Deferred Tax Liabilities:

Alternative fuel credits

Deferred Revenue

Deferred Tax Liabilities, gross

Net deferred tax assets

Valuation Allowance

(28,229,600 )

(22,718,000 )

Deferred tax assets, net of valuation allowance

Change in valuation allowance

$ (5,800,000 )

Deferred tax assets,net

of valuation allowance

Change in valuation

of December 31, 2021, the Company had net operating loss carry forwards for federal and state income tax purposes of approximately $ 124,400 ,

$100.2 million, of which, $70.2 million may be used to offset future taxable income through 2038 and the remaining

$30.0 million of net operating loss carry forwards incurred in 2020 and 2019 do not have an expiration date.

has approximately $563,000 in business credits expiring between 2030 and 2040.

of which, $ 62,300

may be used to offset future taxable income through

2037 and the remaining $ 62,100

of net operating loss carry forwards incurred

in 2021, 2020 and 2019 do not have an expiration date.

The Company has approximately $ 593

in business credits expiring

between 2030 and 2041.

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

RELATED PARTIES

WITH PALISADES CAPITAL MANAGEMENT LLC

Engel is currently a consultant to Palisades Capital Management LLC which serves as an investment advisor with regard to our marketable

securities portfolio.

For the years ended December 31, 2020 and 2019, the Company paid Palisades Capital Management LLC fees of

$14,092 and $29,057, respectively.

Company and a group of three Cyprus entities entered into a shareholders’

agreement on February 11, 2019, pertaining to

the parties’

respective shareholdings in a new joint venture entity, Blink Charging Europe Ltd.

(the “Entity”),

that was formed under the laws of Cyprus on the same date.

Pursuant to the agreement, the Company is not required to fund operating

The Company owns 40% of the Entity while the other three entities own 60% of the Entity.

Company and a group of three

Cyprus entities entered into a shareholders’

agreement on February 11, 2019, pertaining to the parties’ respective shareholdings in a new joint venture entity, Blink Charging

(the “Entity”), that was formed under the laws of Cyprus on the same date.

Pursuant to the agreement, the Company

is not required to fund operating losses.

The Company owns 40 %

of the Entity while the other three entities own 60 %

of the Entity.

The Entity currently owns 100 %

100% of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which started operations in the Greek EV market.

There are currently no plans for the Company to make any capital contributions or investments.

During year ended December 31,

2020 and 2019, the Company recognized sales of $272,964 and $42,000, respectively, to Hellas.

As of December 31, 2020 and

2019 the Company had a receivable from Hellas of approximately $0 and $42,000, respectively.

The Company determined that the Entity is a variable interest entity, however,

the Company does not have a controlling financial interest and, as a result, the Company is not required to consolidate the Entity and

instead has applied equity method accounting to its investment in the Entity.

From inception through December

31,2020, the Entity has not generated net income and, as a result, pursuant to ASC 323, the Company has not recorded a gain or

loss on its equity method investment in the Entity during the years ended December 31, 2020 and 2019.

Note 3 –

Business Combination regarding details associated with lease agreements for (i) certain parking locations in connection

of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which started operations in the Greek EV market.

There are currently

no plans for the Company to make any capital contributions or investments.

During year ended December 31, 2021, 2020, 2019, the Company

recognized sales of $ 811 ,

respectively, to Hellas.

As of December 31, 2021 and 2020 the Company had a receivable from Hellas of approximately $ 6

respectively.

The Company determined that the Entity is a variable interest entity, however, the Company does not have a controlling

financial interest and, as a result, the Company is not required to consolidate the Entity and instead has applied equity method accounting

to its investment in the Entity.

From inception through December 31,2021, the Entity has not generated net income and, as a result, pursuant

to ASC 323, the Company has not recorded a gain or loss on its equity method investment in the Entity during the years ended December

31, 2021, 2020, and 2019.

As of December 31, 2021, three senior

management employees in the recently acquired entity Blue Corner had an ownership interest in a major supplier of charging equipment

for Blue Corner.

As of December 31, 2021, the Company owed approximately $ 800

to this supplier.

During the year ended December 31, 2021 the Company purchased approximately $ 3,604

of inventory from this supplier.

Note 3 – Business Combination regarding details associated with lease agreements for (i) certain parking locations in connection

with the City of Los Angeles Agreement.

March 5, 2019, the Company entered into a 26-month lease agreement for an additional 1,241 square feet of office space in its

current Miami Beach office building, beginning April 1, 2019 and ending May 31, 2021.

The tenant and landlord have the option

to cancel the contract after the first six months with 90 day’s written notice.

The lease does not contain an option to

extend past the lease term.

November 7, 2019 the Company entered into a 18-month lease agreement for an additional 1,600 square feet of office space in its

current Miami Beach office building, beginning December 1, 2019 and ending May 31, 2021.

The tenant and landlord have the option

to cancel the contract after the first six months with 90 day’s written notice.

The lease does not contain an option to

extend past the lease term.

of December 31, 2020, the Company had no leases that were classified as a financing lease.

As of December 31, 2020, the Company

did not have additional operating and financing leases that have not yet commenced.&emsp;

operating lease expenses for the year ended December 31, 2020 and 2019 was $220,001 and $409,419, respectively, and is recorded

in other operating expenses on the consolidated statements of operations.

Operating lease expenses consist of rent expense, CAM

adjustments and other expenses.

March 5, 2019, the

Company entered into a 26-month lease agreement for an additional 1,241

feet of office space in its current Miami Beach office building, beginning April 1, 2019 and ending May 31, 2021.

tenant and landlord have the option to cancel the contract after the first six months with 90 day’s written notice.

The lease does

not contain an option to extend past the lease term.

November 7, 2019 the

Company entered into a 18-month lease agreement for an additional 1,600

feet of office space in its current Miami Beach office building, beginning December 1, 2019 and ending May 31, 2021.

tenant and landlord have the option to cancel the contract after the first six months with 90 day’s written notice.

The lease does

not contain an option to extend past the lease term.

the year ended December 31, 2021, the Company entered into a lease agreement for approximately 27,540

square feet of space

The lease commenced on January

1, 2021 and will terminate on May 31, 2028.

lease includes a build-out allowance of $ 137 .

Monthly payments under the lease are $ 18

The lease also includes

a security deposit of $ 22 .

of December 31, 2021, the Company had no

leases that were classified as a financing lease.

of December 31, 2021, the Company did not have additional operating and financing leases that have not yet commenced.

operating lease expenses for the year ended December 31, 2021, 2020, and 2019 was $ 566 ,

respectively, and is recorded in other operating expenses on the consolidated statements of operations.

Operating lease expenses consist

of rent expense, CAM adjustments and other expenses.

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

LEASES –

thousands except for share and per share amounts)

LEASES – CONTINUED

cash flows information related to leases was as follows:

For the Year Ended

Cash paid for amounts included in the measurement of lease liabilities:

OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

The Year Ended

Cash paid for amounts included in the measurement

of lease liabilities:

Operating cash flows from operating leases

Right-of-use assets obtained in exchange for lease obligations:

Right-of-use assets obtained in exchange for

lease obligations:

Operating leases

4 unchanged sentences

minimum payments under non-cancellable leases as of December 31, 2021 were as follows:

For the Years Ending December 31,

Total future minimum lease payments

OF FUTURE MINIMUM LEASE PAYMENTS

the Years Ending December 31,

Total future minimum lease

imputed interest

2 unchanged sentences

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES

of December 31, 2021, the Company had purchase commitments of approximately $ 32,000

of which approximately $ 13,000 is with a related party, which will become payable upon the

suppliers’ delivery of the charging stations and other related items.

The purchase commitments were made primarily for future

sales, deployments of charging stations, inventory management planning and other related items, all of which are expected to be

received during the next 12-24 months.

LICENSE AGREEMENT

March 29, 2012, the Company, as licensee (the “Licensee”) entered into an exclusive patent license agreement with

the Executive Chairman of the Board and Balance Holdings, LLC (an entity controlled by the Executive Chairman) (collectively,

the “Licensor”), whereby the Company agreed to pay a royalty of 10% of the gross profits received by the Company from

commercial sales and/or use of two provisional patent applications, one relating to an inductive charging parking bumper and one

relating to a process which allows multiple EVs to plug into an EV charging station simultaneously and charge as the current becomes

March 29, 2012, the Company, as licensee (the “Licensee”) entered into an exclusive patent license agreement with the Executive

Chairman of the Board and Balance Holdings, LLC (an entity controlled by the Executive Chairman) (collectively, the “Licensor”),

whereby the Company agreed to pay a royalty of 10 %

of the gross profits received by the Company from commercial sales and/or use of two provisional patent applications, one relating to

an inductive charging parking bumper and one relating to a process which allows multiple EVs to plug into an EV charging station simultaneously

and charge as the current becomes available.

March 11, 2016, the Licensee and the Licensor entered into an agreement related to the March 29, 2012 patent license agreement.

The parties acknowledged that the Licensee has paid a total of $8,525 in registration and legal fees for the U.S.

acknowledged that the Licensee has paid a total of $ 9

in registration and legal fees for the U.S.

Patent Application No.

61529016 (the “Patent Application”) (related to the inductive charging parking bumper) to date.

Effective March 11, 2016, the patent license agreement, solely with respect to the Patent Application and the parties’

and obligations thereto, was terminated.

The Executive Chairman of the Board agreed to be solely responsible for all future costs

and fees associated with the prosecution of the patent application.

In the event the Patent Application is successful, the Executive

Chairman of the Board shall grant a credit to the Licensee in the amount of $8,525 to be applied against any outstanding amount(s)

If the Licensee does not have any outstanding payment obligations to the Executive Chairman of the Board at the time

the Patent Application is approved, the Executive Chairman of the Board shall remit the $8,525 to the Licensee within twenty (20)

days of the approval.

The parties agreed to a mutual release of any claims associated with the patent license agreement.

December 31, 2020, the Company has not paid nor incurred any royalty fees related to this patent license agreement.

the third quarter of 2019, the Company filed its Federal corporate income tax returns for the years ended December 31, 2014, 2015,

2016, 2017 and 2018.

The Company has sustained losses for the years ended December 31, 2014, 2015, 2016, 2017, and 2018.

has determined that no tax liability, other than required minimums and related interest and penalties, has been incurred.

Company is current with its state and local tax filings in the first calendar quarter of 2020.

July 2017, the Company was sued by Zwick and Banyai PLLC and Jack Zwick.

The case alleges a breach of contract and unjust enrichment

for failure to pay invoices in the aggregate amount of $53,069 for services rendered, plus interest and costs.

The Company is

one of six defendants in the case.

October 26, 2018, the Company filed amended affirmative defenses.

Following that, there was no record activity in the case and

on September 20, 2019, the Court entered its Notice of Lack of Prosecution and Order to Appear for Hearing on November 19, 2019.

When Plaintiffs failed to appear for the hearing, the Court dismissed the case.

A couple of weeks later, Plaintiffs filed a motion

to vacate the dismissal, asserting that they had moved offices in June of 2019, and were never provided notice of the hearing

at their new address.

At the January 23, 2020 hearing on Plaintiffs’

motion to vacate, the Court vacated the dismissal over

the objections of counsel and the case is once again pending.

January 31, 2020, the Company’s new attorney for this matter filed a notice of appearance and took over as defense counsel.

On February 11, 2020, Jack Zwick and Zwick & Banyai PLLC each served a Request for Production of Documents on the Company,

and Zwick & Banyai PLLC served a set of 14 Interrogatories.

On July 20, 2020 the Company settled this case for approximately

On July 24, 2020, the Company was dropped as a party from the case.

March 26, 2020, James Christodoulou, the former President and Chief Operating Officer of the Company, filed a Complaint in the

Miami-Dade County Court, State of Florida, James Christodoulou vs.

61529016 (the “Patent Application”) (related to the inductive charging parking bumper) to date.

March 11, 2016, the patent license agreement, solely with respect to the Patent Application and the parties’ rights and obligations

thereto, was terminated.

The Executive Chairman of the Board agreed to be solely responsible for all future costs and fees associated

with the prosecution of the patent application.

In the event the Patent Application is successful, the Executive Chairman of the Board

shall grant a credit to the Licensee in the amount of $9 to be applied against any outstanding amount(s) owed to him.

If the Licensee

does not have any outstanding payment obligations to the Executive Chairman of the Board at the time the Patent Application is approved,

the Executive Chairman of the Board shall remit the $9 to the Licensee within twenty (20) days of the approval.

The parties agreed to

a mutual release of any claims associated with the patent license agreement.

As of December 31, 2021, the Company has not paid nor incurred

any royalty fees related to this patent license agreement.

DISPUTES AND SETTLEMENTS

March 26, 2020, James Christodoulou, the former President and Chief Operating Officer of the Company, filed a Complaint in the Miami-Dade

County Court, State of Florida, James Christodoulou vs.

Blink Charging Co.

The Complaint asserted claims against

the Company, as well as Michael Farkas, Aviv Hillo and Yechiel Baron.

Farkas is Chairman of the Board and Chief Executive

Hillo and Baron are the Company’s General Counsel and Assistant General Counsel, respectively.

The Complaint

asserted claims for breach of contract in connection with Mr.

Christodoulou’s termination by the Company in March 2020,

as well as claims under Florida state law for alleged retaliatory termination and slander.

The Complaint asserts claims against the Company, as

well as Michael Farkas, Aviv Hillo and Yechiel Baron.

Farkas is Chairman of the Board and Chief Executive Officer.

and Baron are the Company’s General Counsel and Assistant General Counsel, respectively.

The Complaint asserted claims for breach

of contract in connection with Mr.

Christodoulou’s termination by the Company in March 2020, as well as claims under Florida state

law for alleged retaliatory termination and slander.

Among other things, Mr.

Christodoulou

asserted that the Company terminated his employment without cause and in retaliation for his alleged plan to disclose that Company

executives had engaged in alleged “questionable business practices.”

As previously reported in the Company’s

Current Report on Form 8-K filed with the SEC on October 9, 2020, the litigation between the Company and its former President

pending in Miami-Dade County Court, State of Florida, James Christodoulou vs.

Christodoulou asserted that the Company terminated his employment

without cause and in retaliation for his alleged plan to disclose that Company executives had engaged in alleged “questionable

business practices.” As previously reported in the Company’s Current Report on Form 8-K filed with the SEC on October 9,

2020, the litigation between the Company and its former President pending in Miami-Dade County Court, State of Florida, James Christodoulou

Blink Charging Co.

et al., has been settled for

an aggregate sum of $400,000, of which $125,000 related to compensation related matters.

As a result, the Company has recorded

a loss on settlement of $400,000 within operating expenses on its consolidated statements of operations during the year ended

December 31, 2020.

et al., has been settled for an aggregate sum of $ 400 ,

of which $ 125

related to compensation related matters.

result, the Company has recorded a loss on settlement of $ 400

within operating expenses on its consolidated

statement of operations during the year ended December 31, 2020.

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

COMMITMENTS AND CONTINGENCIES –

AND DISPUTES –

October 9, 2020, the Company settled the litigation brought by James Christodoulou, its former President, and Chief Operating

In connection with a review arising from the settlement process, the Company determined that the termination of Mr.

Christodoulou

should be and has been reclassified as ‘without cause.’

The settlement includes compensation consistent with the reclassification.

thousands except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES – CONTINUED

DISPUTES AND SETTLEMENTS – CONTINUED

August 24, 2020, a purported securities class action lawsuit, captioned Bush v.

2 unchanged sentences

20-cv-23527, was

filed in the United States District Court for the Southern District of Florida against the Company, Michael Farkas (Blink’s

Chairman of the Board and Chief Executive Officer), and Michael Rama (Blink’s Chief Financial Officer) (the “Bush

Lawsuit”).

filed in the United States District Court for the Southern District of Florida against the Company, Michael Farkas (Blink’s Chairman

of the Board and Chief Executive Officer), and Michael Rama (Blink’s Chief Financial Officer) (the “Bush Lawsuit”).

On September 1, 2020, another purported securities class action lawsuit, captioned Vittoria v.

1 unchanged sentence

et al., Case No.

20-cv-23643, was filed in the United States District Court for the Southern District of Florida against the same

defendants and seeking to recover the same alleged damages (the “Vittoria Lawsuit”).

On October 1, 2020, the court

consolidated the Vittoria Lawsuit with the Bush Lawsuit and on December 21, 2020 the court appointed Tianyou Wu, Alexander Yu and H.

was filed in the United States District Court for the Southern District of Florida against the same defendants and seeking to recover

the same alleged damages (the “Vittoria Lawsuit”).

On October 1, 2020, the court consolidated the Vittoria Lawsuit with the

Bush Lawsuit and on December 21, 2020 the court appointed Tianyou Wu, Alexander Yu and H.

Marc Joseph to serve as the Co-Lead Plaintiffs.

The Co-Lead Plaintiffs filed an Amended Complaint on February 19, 2021.

Complaint alleges, among other things, that the defendants made false or misleading statements about the size and functionality of

the Blink Network, and asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

The Amended Complaint

does not quantify damages but seeks to recover damages on behalf of investors who purchased or otherwise acquired Blink’s

common stock between March 6, 2020 and August 19, 2020.

Currently, the deadline for Blink’s motion to dismiss the

Amended Complaint is April 20, 2021;

the deadline for the Co-Lead Plaintiffs to file an opposition brief in response to the motion

to dismiss is June 21, 2021;

and the deadline for Blink to file a reply in support of the motion to dismiss is July 21, 2021.

Company believes that the claim has no merit, and wholly and completely disputes the allegations therein.

The Amended Complaint alleges, among other things, that the defendants

made false or misleading statements about the size and functionality of the Blink Network, and asserts claims under Sections 10(b) and

20(a) of the Securities Exchange Act of 1934.

The Amended Complaint does not quantify damages but seeks to recover damages on behalf

of investors who purchased or otherwise acquired Blink’s common stock between March 6, 2020 and August 19, 2020.

On April 20, 2021,

Blink and the other defendants filed a motion to dismiss the Amended Complaint, which has now been fully briefed and is ready for review.

The Company wholly and completely disputes the allegations therein.

The Company has retained

legal counsel in order to defend the action vigorously.

The Company has not recorded an accrual related to this matter as of

December 31, 2020 as it determined that any such loss contingency was either not probable or estimable.

The Company has not recorded an accrual related to this matter as of December

31, 2021 as it determined that any such loss contingency was either not probable or estimable.

September 15, 2020, a shareholder derivative lawsuit, captioned Klein (derivatively on behalf of Blink Charging Co.) v.

Farkas et al.,

20-19815CA01, was filed in Miami-Dade County Circuit Court seeking to pursue claims belonging to the Company against Blink’s

Board of Directors and Michael Rama (the “Klein Lawsuit”).

20- 19815CA01, was filed in Miami-Dade County Circuit Court seeking to pursue claims belonging to the Company against Blink’s

Board of Directors and Michael Rama (the “Klein Lawsuit”).

Blink is named as a nominal defendant.

5 unchanged sentences

Klein did not quantify the alleged damages in his complaint, but he seeks damages sustained by the Company as a result of

the defendants’

breaches of fiduciary duties, corporate governance changes, restitution, and disgorgement of profits from the defendants

and attorneys’

fees and other litigation expenses.

the defendants’ breaches of fiduciary duties, corporate governance changes, restitution, and disgorgement of profits from the defendants

and attorneys’ fees and other litigation expenses.

The parties agreed to temporarily stay the Klein Lawsuit until there is a ruling

on the yet-to-be-filed motion to dismiss in the consolidated Bush Lawsuit.

The Company believes that the claim has no merit, and wholly

and completely disputes the allegations therein.

The Company has retained legal counsel in order to defend the action vigorously.

Company has not recorded an accrual related to this matter as of December 31, 2020 as it determined that any such loss contingency was

either not probable or estimable.

on the motion to dismiss filed in the consolidated Bush Lawsuit.

The Company has not recorded an accrual related to this matter as of

December 31, 2021 as it determined that any such loss contingency was either not probable or estimable.

December 22, 2020, JMJ Financial v.

1 unchanged sentence

was filed in the United States District Court for the Southern District of New

York, seeking to pursue claims for alleged breach of contract and conversion (the “JMJ Lawsuit”).

The complaint alleges that

JMJ Financial purchased warrants to acquire 147,057 shares of Blink common stock on or about April 9, 2018, which permitted a cashless

exercise, and that on November 23, 2020, JMJ Financial delivered a notice of warrant exercise to Blink and that the Company failed to

deliver the shares.

The claim alleges breach of contract and conversion;

the plaintiff requests damages of at least $4.2 million, attorneys’

fees, and specific enforcement requiring delivery of the shares.

In January 2021, the Company entered into a settlement agreement with

JMJ under which the parties exchanged releases and the litigation was discontinued with prejudice.

The Company did not make a cash payment

in the settlement, but rather delivered 66,000 shares of stock, representing a modification of the initial warrant exercise.

determined that no additional accrual was required to be recorded related to this matter as of December 31, 2020.

JMJ Financial purchased warrants to acquire 147,057

of Blink common stock on or about April 9, 2018, which permitted a cashless exercise, and that on November 23, 2020, JMJ Financial delivered

a notice of warrant exercise to Blink and that the Company failed to deliver the shares.

claim alleges breach of contract and conversion;

the plaintiff requests damages of at least $ 4.2

million, attorneys’ fees, and specific

enforcement requiring delivery of the shares.

In January 2021, the Company entered into a settlement agreement with JMJ under which the

parties exchanged releases and the litigation was discontinued with prejudice.

The Company did not make a cash payment in the settlement,

but rather delivered 66,000

shares of stock, representing a modification

of the initial terms of the warrant grant.

December 23, 2020, another shareholder derivative action, captioned Bhatia (derivatively on behalf of Blink Charging Co.) v.

1 unchanged sentence

20-27632CA01, was filed in Miami-Dade County Circuit Court against the same defendants sued in the Klein Lawsuit and asserting

similar claims, as well as additional claims relating to the Company’s nomination, appointment and hiring of minorities and women

and the Company’s decision to retain its outside auditor (the “Bhatia Lawsuit”).

similar claims, as well as additional claims relating to the Company’s nomination, appointment and hiring of minorities and women

and the Company’s decision to retain its outside auditor (the “Bhatia Lawsuit”).

On February 17, 2021, the parties

3 unchanged sentences

The parties also agreed to keep in place the temporary stay.

The Company believes

that the claim has no merit, and wholly and completely disputes the allegations therein.

The Company has retained legal counsel in order

to defend the action vigorously.

The Company has not recorded an accrual related to this matter as of December 31, 2020 as it determined

that any such loss contingency was either not probable or estimable.

The court subsequently

vacated the consolidation order and explained the parties should first file a motion to transfer, which the parties have done.

The Company wholly and completely disputes the allegations therein.

The Company has retained legal counsel

in order to defend the action vigorously.

The Company has not recorded an accrual related to this matter as of December 31, 2021 as it

determined that any such loss contingency was either not probable or estimable.

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

COMMITMENTS AND CONTINGENCIES –

AND DISPUTES –

thousands except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES

DISPUTES AND SETTLEMENTS – CONTINUED

February 12, 2021, another shareholder derivative lawsuit, captioned Wolery (derivatively on behalf of Blink Charging Co.) v.

1 unchanged sentence

A-21-829395-C, was filed in the Eighth Judicial District Court in Clark County, Nevada seeking to pursue claims belonging

to the Company against Blink’s Board of Directors (the “Wolery Lawsuit”).

Blink is named as a nominal defendant.

Wolery complaint alleges that the amount of restricted stock awarded to Blink’s outside directors in December 2020 exceeded the

amounts permitted by Blink’s incentive compensation plan.

Wolery complaint alleges that the amount of restricted stock awarded to Blink’s outside directors in December 2020 exceeded the

amounts permitted by Blink’s incentive compensation plan.

The complaint asks the court to rescind the excess restricted stock awards,

as well as other relief.

The parties agreed that the defendants could have 60 days to respond to the complaint (i.e., until April 22,

The Company believes that the claim has no merit, and wholly and completely disputes the allegations therein.

The Company has

retained legal counsel in order to defend the action vigorously.

The Company has not recorded an accrual related to this matter as of

December 31, 2020 as it determined that any such loss contingency was either not probable or estimable.

Green lawsuits relate solely to alleged pre-acquisition unpaid debts of 350 Green.

Also, there are other unpaid creditors, aside

from those noted above, that claim to be owed certain amounts for pre-acquisition work done on behalf of 350 Green solely, that

potentially could file lawsuits at some point in the future.

March 26, 2018, final judgment has been reached relating to the Assignment for the Benefit of the Creditors, whereby all remaining

assets of 350 Green are abandoned to their respective property owners where the charging stations have been installed, thus on

March 26, 2018, the assignment proceeding has closed.

Concurrent with the closing of the public offering, the Company was to pay

the former principals of 350 Green LLC $25,000 in installment debt and $50,000 within 60 days thereafter in settlement of a $360,000

debt (inclusive of imputed interest) and the return of 8,065 shares of the Company’s common stock by the former principals

of 350 Green LLC, in accordance with a Settlement Agreement between the parties dated August 21, 2015, that would have resulted

in a gain of $285,000.

December 31, 2018, the Company entered into a modification of the Settlement Agreement and Mutual Release dated August 21, 2015

with the former members of 350 Green LLC whereby the members would return to the Company 8,064 common shares and would also cancel

the outstanding note (“Note”) issued to the members with a balance of $360,000, both, initially issued in conjunction

with the acquisition of 350 Green LLC in exchange for $50,000.

The Company paid the $50,000 as of December 31, 2018.

and common shares were returned and cancelled in January 2019.

The Company recorded a gain of $310,000 during the year

ended December 31, 2019 which was included in other income and expense on the consolidated statement of operations.

ENGEL EMPLOYMENT AGREEMENT

January 9, 2020, Donald Engel, a member of the Company’s Board of Directors, entered into an employment agreement with the Company.

The employment agreement with Mr.

Engel extends for a term expiring on January 9, 2021, subject to automatic renewal for two additional

one-year periods if not otherwise previously terminated by either party.

Pursuant to the employment agreement.

The employment agreement

provides that Mr.

Engel will receive a base salary at an annual rate of $175,000 for services rendered in such position.

he will be eligible to earn stock options to purchase up to 700,000 shares of our common stock, in increments of 140,000 options on each

occasion that the Company executes an agreement for the sale or deployment of electric vehicle charging stations or ancillary eco-friendly

energy products with a customer he has introduced to the Company.

The stock options will have an exercise price equal to the closing

market price of our common stock immediately prior to the issuance date, expire five years after the issuance date and be subject to

the terms of the Company’s 2018 Incentive Compensation Plan.

On January 20, 2020, the Company granted immediately vested options

to purchase an aggregate of 140,000 shares of common stock at an exercise price of $2.05 per share to the employee with a grant date

fair value of $252,309, which was recognized during the year ended December 31, 2020.

employment agreement provides for termination by the Company for cause upon conviction of a felony, misconduct resulting in significant

economic or reputational harm to the Company, any act of fraud or a material breach of his obligations to us.

Upon a change of

control of the Company, Mr.

Engel’s employment will terminate, and he will be entitled to all unpaid and outstanding

salary and expenses due through the termination date.

The employment agreement also contains covenants restricting Mr.

engaging in any activities competitive with the Company’s business during the term of the employment agreement and two years

thereafter and prohibiting him from disclosure of confidential information regarding us at any time.

On September 15, 2021, the parties entered into a term sheet in which they agreed to settle the claims subject

to the court’s approval.

On January 25, 2022 the court preliminarily approved the settlement and subsequently scheduled a final

hearing for April 12, 2022.

If the court gives final approval to the settlement, the Company has agreed to make certain changes to its

compensation practices for its directors and officers, including, among other things, eliminating the practice of making cash payments

to directors to cover expected income taxes on stock grants and placing a $ 200

annual limit for two years on the combined stock

and cash Awards to outside directors.

The defendants do not admit any liability or wrongdoing in the settlement and will not make any

cash payment as part of the settlement, but the Company will be responsible for paying the costs to give notice of the settlement to

the Company’s shareholders and to pay $ 190

in attorney’s fees to the plaintiff’s

counsel which was accrued for as of December 31, 2021.

February 7, 2022, another shareholder derivative lawsuit, captioned McCauley (derivatively on behalf of Blink Charging Co.) v.

et al., Case No.

A-22-847894-C, was filed in the Eighth Judicial District Court in Clark County, Nevada, seeking to pursue claims belonging

to the Company against six of Blink’s directors and Michael Rama (the “McCauley Lawsuit”).

Blink is named as a nominal

The complaint filed in the McCauley Lawsuit asserts similar allegations to the Klein Lawsuit relating to the statements at

issue in the securities class action and asserts claims for breach of fiduciary duty and unjust enrichment.

The McCauley Lawsuit seeks

both injunctive and monetary relief from the individual defendants, as well as an award of attorneys’ fees and costs.

has not recorded an accrual related to this matter as of December 31, 2021 as it determined that any such loss contingency was either

not probable or estimable.

November 12, 2021, the Company’s Board of Directors approved a Confidential Settlement and Release Agreement with Aviv Hillo, the

Company’s General Counsel.

In consideration for Mr.

Hillo releasing any and all claims of harassment involving a former

executive, the Company issued Mr.

shares of its common stock with an issuance date

fair value of $ 2,680 in

full settlement of the matter.

Company estimates an approximate cost of $ 73

to repair deployed chargers, which the Company owns as of December

AND SUBSIDIARIES

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

COMMITMENTS AND CONTINGENCIES –

AGREEMENTS - CONTINUED

RAMA EMPLOYMENT AGREEMENT

February 2020, the Company entered into an Employment Offer Letter with Michael P.

Pursuant to the Offer Letter, Mr.

agreed to devote his full business efforts and time to the Company as its Chief Financial Officer.

The Offer Letter extends for

a term expiring on February 10, 2022 and is automatically renewable for an additional one-year period.

The Offer Letter provides

Rama is entitled to receive an annual base salary of $300,000, payable in regular installments in accordance with the

Company’s general payroll practices.

Rama will be eligible for an annual performance cash bonus of 25% of his base salary

based on the satisfaction of certain key performance indicators set with the Board’s Compensation Committee.

be entitled to receive equity awards under the Company’s 2018 Incentive Compensation Plan with an aggregate annual award

value equal to 50% of his base salary in the form of restricted stock and stock options.

Rama also received a $50,000 cash

signing bonus.

Rama’s employment is terminated by the Company other than for Cause (which includes willful material misconduct and

willful failure to materially perform his responsibilities to the Company), he is entitled to receive severance equal to up to

12 months of his base salary.

If there is a buy-out or a “change of control,”

Rama will also be entitled to obtain

his base salary for a period of 12 months as a severance payment.

Rama is entitled to vacation and other employee benefits

in accordance with the Company’s policies.

JONES EMPLOYMENT AGREEMENT

Company entered into an Employment Offer Letter, dated as of March 29, 2020, with Brendan S.

Pursuant to the Offer Letter,

Jones agreed to devote his full business efforts and time to the Company as its Chief Operating Officer.

The Offer Letter

extends for a two-year term expiring on April 20, 2022 and is automatically renewable for an additional one-year period unless

the Company provides notice of non-renewable prior to the initial termination date.

The Offer Letter provides that Mr.

entitled to receive an annual base salary of $350,000, payable in regular installments in accordance with the Company’s

general payroll practices.

Jones is eligible for an annual performance cash bonus of 40% of his base salary based on the satisfaction

of certain key performance indicators set with the Board’s Compensation Committee.

Jones received a cash signing bonus

of $55,000 and an equity signing bonus of $70,000 worth of the Company’s common stock, which vests on April 20, 2021 (provided

he is not terminated for Cause).

Jones’s employment is terminated by the Company other than for Cause (which includes willful material misconduct and

willful failure to materially perform his responsibilities to the Company), he is entitled to receive severance equal to 12 months

of his base salary or such lesser number of months actually worked.

If there is a buy-out or a “change of control,”

Jones will be entitled to obtain his base salary for a period of 12 months as a severance payment.

Jones is also entitled to relocation assistance in an amount of up to $35,000, a car allowance of up to $1,000 per month, inclusive

of insurance, and other employee benefits in accordance with the Company’s policies.

Company estimates an approximate cost of $70,000 to repair deployed chargers, which the Company owns as of December 31, 2020

SUBSEQUENT EVENTS

January 2021, the Company completed an underwritten registered public offering of 5,660,000 shares of our common stock at a public

offering price of $41.00 per share.

The Company received approximately $232.1 million in gross proceeds from the public offering,

and approximately $221.5 million in net proceeds after deducting the underwriting discount and offering expenses paid by the Company.

Our Chief Executive Officer and one other officer participated in the offering by selling a total of 550,000 shares of our common

stock from the exercise of the underwriter’s option to purchase additional shares.

The public offering was made pursuant

to our automatic shelf registration statement on Form S-3 filed with the SEC on January 6, 2021 and prospectus supplement dated

January 7, 2021.

On January 22, 2021, the Company closed

on the purchase of approximately 10,000 square feet of office condominium space which is the Company’s corporate headquarters.

The purchase price was $4 million of which $600,000 was paid in the Company’s common stock (13,123 shares) and $3,400,000

On February 8, 2021, the Company was

awarded a state-wide grant of approximately $1.7 million for the deployment of 11 new DC fast chargers across the state of

Vermont in the next two years.

thousands except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES

FARKAS EMPLOYMENT AGREEMENT

May 28, 2021, the Company entered into a new employment agreement (the “Employment Agreement”) with the Company’s Executive

Chairman and Chief Executive Officer (the “CEO”).

The term of the Employment Agreement is January 1, 2021 through December

31, 2023 (the “Term”).

the Employment Agreement, the CEO will receive a base salary of $ 800

for 2021 and $ 850

for 2022 and 2023, respectively.

be eligible to receive an annual performance bonus (payable in cash and securities), with a target bonus of 100 %

of the base salary, with the CEO eligible to receive up to 200 %

of the base salary based on the achievement of key performance indicators established by the Board of Directors and the CEO (“KPIs”).

The CEO will receive equity awards (one-half in restricted stock and one-half in stock options) with a target aggregate value of $ 1,000 ,

the CEO is eligible to receive up to 200% of the target aggregate value based on the achievement of KPIs during each year of the Term.

The CEO also received a special four-year performance option to purchase 475,285

shares of common stock at an exercise price of

per share, which will vest if the Company’s

stock price on the NASDAQ exchange reaches and remains on average for a period of 20 consecutive market days at a closing price of $ 90

per share during the four-year term of the option.

The performance option had a grant date fair value of approximately $ 13,500 ,

which was estimated using a third-party specialist who utilized a Monte Carlo simulation model.

The assumptions used in the Monte

Carlo simulation model were as follows:

the closing stock price on the valuation date of $ 34.00 , exercise price of $ 37.40 , the contractual

term of four years , expected volatility of the Company’s stock of 143.98 % , and the risk free rate of interest of 0.54 % .

Company is recognizing the fair value over the derived service period of the award, which was determined to be 0.64

Additionally,

the CEO received one-time awards and payments in satisfaction of his 2020 bonuses, equity awards, and a salary catch-up since the expiration

of his prior agreement in September 2020.

The Employment Agreement provides that, if the CEO is terminated without cause, resigns for

good reason, dies or becomes disabled during the Term, he will receive his base salary for the remainder of the Term and payment of 2.6

times his target performance bonus/equity awards and base salary.

In the event of a termination without cause or resignation for good

reason within nine months prior to or 18 months following a change in control, the multiple in the previous sentence will be 3.5 times.

Employment Agreement also contains covenants (a) restricting Mr.

Farkas from engaging in any activities competitive with the Company’s

business during the Term and one year thereafter, (b) prohibiting Mr.

Farkas from disclosure of confidential information regarding the

Company at any time and (c) confirming that all intellectual property developed by Mr.

Farkas during the term of the employment agreement

which specifically relates to the EV charging business constitutes the Company’s sole and exclusive property.

Farkas may be

entitled to additional bonuses should his developments be commercialized by the Company.

Employment Agreement provides that a commission sales agreement entered into on November 17, 2009 between an entity controlled by the

CEO and a predecessor to the Company will remain suspended and no payments will be due thereunder for as long as the CEO is a full-time

employee of the Company and is paid a monthly salary of at least $ 30 .

Finally, the Company and the CEO agreed to resolve a dispute over the CEO’s transfer of 260,000

shares of the Company’s

common stock to a prior institutional investor through a settlement agreement and payment of $ 1,000

from the Company to

The payment of $ 1,000

was recognized as a

part of other operating expenses in the statements of operations during the year ended December 31, 2021.

October 2021, the Company negotiated and executed an amendment and extension to its agreement with a contract manufacturer of the Company.

The amendment extends the term of the agreement for an additional five (5) years.

Accordingly, the Company could potentially incur additional

costs related to units ordered that were subsequently canceled or otherwise not fulfilled.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures