What changed in this filing

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Item 1. Financial Statements

2022-11-09 compared with 2022-08-09 · 739 added, 610 removed, 267 unchanged (83% of the section changed)

2 unchanged sentences

thousands, except for share amounts)

and cash equivalents

portion of restricted cash

receivable, net

expenses and other current assets

September 30, 2022

December 31, 2021

Current Assets:

cash, non-current portion

and equipment, net

lease right-of-use asset

and Stockholders’ Equity

expenses and other current liabilities

portion of consideration payable

portion of operating lease liabilities

portion of deferred revenue

Cash and cash equivalents

Accounts receivable, net

Inventory, net

Prepaid expenses and other current assets

Total Current Assets

Restricted cash, non-current portion

Property and equipment, net

Operating lease right-of-use asset

Intangible assets, net

Liabilities and Stockholders’ Equity

Current Liabilities:

consideration

Consideration

payable, non-current portion

lease liabilities, non-current portion

revenue, non-current portion

and contingencies (Note 11)

Stockholders’

stock, $ 0.001 par value, 500,000,000 shares authorized, 50,201,686 and 42,423,514

issued and outstanding as of June 30, 2022 and December 31, 2021, respectively

stock, $0.001 par

value, 500,000,000 shares

authorized, 50,201,686 and

42,423,514 shares issued and outstanding

as of June 30, 2022 and December 31, 2021, respectively

paid-in capital

other comprehensive loss

Accounts payable

Accrued expenses and other current liabilities

Current portion of operating lease liabilities

Current portion of financing lease liabilities

Current portion of deferred revenue

Notes payable

Total Current Liabilities

Contingent consideration

Consideration payable, non-current portion

Operating lease liabilities, non-current portion

Financing lease liabilities, non-current portion

Deferred revenue, non-current portion

Other liabilities

Total Liabilities

Commitments and contingencies (Note 11)

Stockholders’ Equity:

Liabilities and Stockholders’ Equity

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 50,867,937 and 42,423,514 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

thousands, except for share and per share amounts)

The Three Months Ended

The Six Months Ended

service revenue - company-owned charging stations

of product sales

of charging services - company-owned charging stations

provider fees

and repairs and maintenance

and amortization

For The Three Months Ended

For The Nine Months Ended

September 30,

Product sales

Charging service revenue - company-owned charging stations

Grant and rebate

Revenue not from contract with customer

Ride-sharing services

Revenue from contract with customer

Total Revenues

Cost of Revenues:

and administrative expenses

operating expenses

Cost of product sales

Cost of charging services - company-owned charging stations

Host provider fees

Network costs

Warranty and repairs and maintenance

Ride-sharing services

Depreciation and amortization

Total Cost of Revenues

Operating Expenses:

From Operations

(Expense) Income:

(expense) income

on settlement

on foreign exchange

in fair value of derivative and other liabilities

(expense) income

Other Expense

Loss Per Share:

Average Number of

Shares Outstanding:

General and administrative expenses

Other operating expenses

Total Operating Expenses

Loss From Operations

Other (Expense) Income:

Interest (expense) income

Loss on settlement

Dividend and interest income

Loss on foreign exchange

Gain on forgiveness of PPP loan

Change in fair value of other liabilities

Other income (expense)

Total Other (Expense) Income

Net Loss Per Share:

Weighted Average Number of Common Shares Outstanding:

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Consolidated Statements of Comprehensive Loss

the Three Months Ended

the Six Months Ended

Comprehensive (Loss) Income:

translation adjustments

in fair value of marketable securities

Comprehensive Loss

For the Three Months Ended

For the Nine Months Ended

September 30,

Other Comprehensive Loss:

Cumulative translation adjustments

Change in fair value of marketable securities

Total Comprehensive Loss

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

Consolidated Statement of Changes in Stockholders’ Equity

the Three and Six Months Ended June 30, 2022

the Three and Nine Months Ended September 30, 2022

thousands, except for share amounts)

Comprehensive

Stockholders’

- January 1, 2022

Additional Paid-In

Accumulated Other Comprehensive

Total Stockholders’

Balance - January 1, 2022

$ ( 242,470 )

stock issued upon exercises of warrants

comprehensive loss

- March 31, 2022

stock issued as purchase consideration of SemaConnect

stock issued as purchase consideration of Electric Blue

stock issued upon exercise of warrants

stock issued upon exercise of options

comprehensive loss

- June 30, 2022

Common stock issued upon exercises of warrants

Stock-based compensation

Other comprehensive loss

Balance - March 31, 2022

Stock-based compensation

Common stock issued as purchase consideration of SemaConnect

Common stock issued as purchase consideration of Electric Blue

Common stock issued upon exercise of warrants

Common stock issued upon exercise of options

Other comprehensive loss

Balance - June 30, 2022

$ ( 280,234 )

Stock-based compensation

Common stock issued upon cashless exercise of warrants

Common stock issued upon exercise of warrants

Other comprehensive loss

Balance - September 30, 2022

$ ( 305,881 )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

Consolidated Statement of Changes in Stockholders’ Equity

the Three and Six Months Ended June 30, 2021

the Three and Nine Months Ended September 30, 2021

thousands, except for share amounts)

Comprehensive

Stockholders’

- January 1, 2021

Additional Paid-In

Accumulated Other Comprehensive

Total Stockholders’

Balance - January 1, 2021

$ ( 187,351 )

stock issued in public offering, net of issuance costs [1]

stock issued upon exercise of warrants

stock issued upon cashless option exercise

stock issued upon cashless warrant exercise

stock issued as consideration for property and equipment

comprehensive loss

- March 31, 2021

Common stock issued in public offering, net of issuance costs [1]

Common stock issued upon exercise of warrants

Common stock issued upon cashless option exercise

Common stock issued upon cashless warrant exercise

Common stock issued as consideration for property and equipment

Stock-based compensation

Other comprehensive loss

Balance - March 31, 2021

$ ( 194,716 )

Issuance costs related to common stock issued in public offering

Common stock issued pursuant to cashless option exercise

Common stock issued upon exercise of warrants

Common stock issued as purchase consideration of Blue Corner

Stock-based compensation

Other comprehensive loss

Balance - June 30, 2021

$ ( 208,175 )

Beginning balance

$ ( 208,175 )

costs related to common stock issued in public offering

stock issued pursuant to cashless option exercise

stock issued upon exercise of warrants

stock issued as purchase consideration of Blue Corner

comprehensive loss

- June 30, 2021

Common stock issued upon exercise of warrants

Stock-based compensation

Other comprehensive loss

Balance - September 30, 2021

$ ( 223,496 )

Ending b alance

Ending balance

$ ( 223,496 )

4 unchanged sentences

Consolidated Statements of Cash Flows

The Six Months 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 liabilities

for slow moving and obsolete inventory

compensation:

in operating assets and liabilities:

expenses and other current assets

payable, accrued expenses and other current liabilities

Cash Used In Operating Activities

Flows From Investing Activities:

from sale of marketable securities

consideration of SemaConnect, net of cash and restricted cash acquired

consideration of Electric Blue, net of cash acquired

of marketable securities

Capitalization

of engineering costs paid

acquired in the purchase of Blue Corner

consideration of Blue Corner

of property and equipment

Cash Used In Investing Activities

Flows From Financing Activities:

from sale of common stock in public offering [1]

from exercise of options and warrants

of financing liability in connection with finance lease

of financing liability in connection with internal use software

Cash (Used In) Provided By Financing Activities

of Exchange Rate Changes on Cash and Cash Equivalents and Restricted Cash

(Decrease) Increase In Cash and Cash Equivalents and Restricted Cash

and Cash Equivalents and Restricted Cash - Beginning of Period

and Cash Equivalents and Restricted Cash - End of Period

and cash equivalents and restricted cash consisted of the following:

and cash equivalents

For The Nine Months Ended

September 30,

Cash Flows From Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Non-cash lease expense

Dividend and interest income

Change in fair value of other liabilities

Provision for bad debt

Provision for slow moving and obsolete inventory

Gain on settlement of debt

Stock-based compensation:

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses and other current assets

Accounts payable, accrued expenses and other current liabilities

Other liabilities

Lease liabilities

Deferred revenue

Total Adjustments

Net Cash Used In Operating Activities

Cash Flows From Investing Activities:

Proceeds from sale of marketable securities

Note receivable

Purchase consideration of SemaConnect, net of cash acquired

Purchase consideration of Electric Blue, net of cash acquired

Purchase of marketable securities

Capitalization of engineering costs paid

Cash acquired in the purchase of Blue Corner

Purchase consideration of Blue Corner

Purchases of property and equipment

Net Cash Used In Investing Activities

Cash Flows From Financing Activities:

Proceeds from sale of common stock in public offering [1] [1]

Repayment of notes payable

Proceeds from exercise of options and warrants

Repayment of financing liability in connection with finance lease

Repayment of financing liability in connection with internal use software

Net Cash (Used In) Provided By Financing Activities

Effect of Exchange Rate Changes on Cash and Cash Equivalents and Restricted Cash

Net (Decrease) Increase In Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents and Restricted Cash - Beginning of Period

Cash and Cash Equivalents and Restricted Cash - End of Period

Cash and cash equivalents and restricted cash consisted of the following:

Cash and cash equivalents

Restricted cash

Cash and cash equivalents and restricted cash

[1] Includes gross

proceeds of $ 232,060 , less issuance costs of $ 10,727 .

[1] Includes gross proceeds of

$ 232,060 , less issuance costs of $ 10,727 .

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

Consolidated Statements of Cash Flows — Continued

The Six Months Ended

Disclosures of Cash Flow Information:

paid during the period for:

investing and financing activities:

stock issued as consideration for property and equipment

stock issued as purchase consideration of SemaConnect

stock issued as purchase consideration of Electric Blue

stock issued as purchase consideration of Blue Corner

expense converted into principal

For The Nine Months Ended

September 30,

Supplemental Disclosures of Cash Flow Information:

Cash paid during the period for:

Non-cash investing and financing activities:

Common stock issued as consideration for property and equipment

Common stock issued as purchase consideration of SemaConnect

Common stock issued as purchase consideration of Electric Blue

Common stock issued as purchase consideration of Blue Corner

Interest expense converted into principal

Right of use assets obtained in exchange for operating lease liabilities

obtained in exchange for lease obligations

in fair value of marketable securities

assets obtained in exchange for financing liability

of inventory to property and equipment

Property and equipment obtained in exchange for finance lease obligations

Change in fair value of marketable securities

Intangible assets obtained in exchange for financing liability

Transfer of inventory to property and equipment

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

AND SUBSIDIARIES

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

BUSINESS ORGANIZATION, NATURE OF OPERATIONS, BASIS OF PRESENTATION AND RISKS AND UNCERTAINTIES

BLINK CHARGING CO.

Notes to Unaudited Condensed

Consolidated Financial Statements

(in thousands, except

for share and per share amounts)

ORGANIZATION, NATURE OF OPERATIONS, BASIS OF PRESENTATION AND RISKS AND UNCERTAINTIES

and Operations

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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

and services is its Blink EV charging networks (the “Blink Networks”) 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

The Blink Networks provide 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

The Blink Networks also provide 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 EVs through a subscription service.

Rideshare, LLC, and the City of Los Angeles which allows customers the ability to rent electric vehicles through a subscription service.

of Presentation

7 unchanged sentences

items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of

June 30, 2022 and for the six months then ended.

The results of operations for the three and six months ended June 30, 2022 are not necessarily

indicative of the operating results for the full year ending December 31, 2022 or any other period.

These unaudited condensed consolidated

financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the

Company as of December 31, 2021 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”)

on March 16, 2022 as part of the Company’s Annual Report on Form 10-K.

September 30, 2022 and for the three and nine months then ended.

The results of operations for the three and nine months ended September

30, 2022 are not necessarily indicative of the operating results for the full year ending December 31, 2022 or any other period.

unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements

and related disclosures of the Company as of December 31, 2021 and for the year then ended, which were filed with the Securities and

Exchange Commission (“SEC”) on March 16, 2022 as part of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

and Uncertainties

Covid-19 pandemic has impacted global stock markets and economies.

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.

The global 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.

As a result, 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,

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

The Company continues to receive orders for its products, although some shipments of equipment have been temporarily

The global chip shortage and supply chain disruption has caused some delays in equipment orders from its contract

manufacturer.

As federal, state and local economies have reopened and returns 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

Additionally, other recent macroeconomic events including rising inflation, slowing economic growth, changes in U.S.

and foreign government monetary policies, supply chain disruptions, fluctuations in currency exchange rates and the Russian invasion

of Ukraine have led to further economic uncertainty.

As a result, the Company is unable to predict the ultimate impact of continuing

equipment order delays, chip shortages, the impact of other economic conditions and continuous presence of Covid-19 will have on its business, future results of operations,

financial position, or cash flows.

AND SUBSIDIARIES

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

the Annual Report for the year ended December 31, 2021, there have been no material changes to the Company’s significant accounting

policies, except as disclosed in this note.

BLINK CHARGING CO.

Notes to Unaudited Condensed

Consolidated Financial Statements

(in thousands, except

for share and per share amounts)

OF SIGNIFICANT ACCOUNTING POLICIES

the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, there have been no material changes to the

Company’s significant accounting policies, except as disclosed in this note.

CURRENCY TRANSLATION

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The functional currency of certain subsidiaries is the Euro and the Indian

Assets and liabilities are translated based on the exchange rates at the balance sheet date ( 1.043 for the Euro, 0.0127 for the

Indian Rupee, and 1.214 for the Pound Sterling as of June 30, 2022), while expense accounts are translated at the weighted average exchange

rate for the period ( 1.0554 for the Euro, 0.0127 for the Indian Rupee, and 1.2281 for the Pound Sterling for the six months ended June

Equity 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 $ 244 and $ 241 during the three and six months ended June 30, 2022, respectively.

Transaction losses attributable

to foreign exchange were $ 108 during the three and six months ended June 30, 2021.

Assets and liabilities are translated based on the exchange rates at the balance sheet date ( 0.9797

for the Euro, 0.0122

for the Indian Rupee,

for the Pound Sterling as of

September 30, 2022), while expense accounts are translated at the weighted average exchange rate for the period ( 0.9797 for the Euro,

0.0123 for the Indian Rupee, and 1.1156 for the Pound Sterling for the nine months ended September 30, 2022).

Equity 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 $ 595

during the three and

nine months ended September 30, 2022, respectively.

Transaction losses attributable to foreign exchange were $ 16

during the three and

nine months ended September 30, 2021, respectively.

Company recognizes revenue primarily from five different types of contracts:

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 or upon installation of chargers for which the Company is contracted to perform.

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.

service revenue – company-owned charging stations - Revenue is recognized at the point when a particular charging session

7 unchanged sentences

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 also comprises of revenues generated from alternative fuel credits.

– Other revenues primarily comprises of revenues generated from alternative fuel credits.

following table summarizes revenue recognized under ASC 606 in the condensed consolidated statements of operations:

SCHEDULE OF REVENUE RECOGNITION BY CONTRACT

The Three Months Ended

The Six Months Ended

- Recognized at a Point in Time:

service revenue - company-owned charging stations

For The Three Months Ended

For The Nine Months Ended

September 30,

Revenues - Recognized at a Point in Time:

- Recognized Over a Period of Time:

and other fees

Charging service revenue - company-owned charging stations

Product sales

Total Revenues - Recognized at a Point in Time

Revenues - Recognized Over a Period of Time:

AND SUBSIDIARIES

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

Ride-sharing services

Network and other fees

Total Revenues - Recognized Over a Period of Time

Total Revenue

BLINK CHARGING CO.

Notes to Unaudited Condensed

Consolidated Financial Statements

(in thousands, except

for share and per share amounts)

OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

RECOGNITION - CONTINUED

following table summarizes our revenue recognized under ASC 606 in the condensed consolidated statements of operations by geographical

SCHEDULE OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA

The Three Months Ended

The Six Months Ended

by Geographical Area

SCHEDULE OF REVENUE RECOGNITION BY

GEOGRAPHICAL AREA

For The Three Months Ended

For The Nine Months Ended

September 30,

Revenues by Geographical Area

International

Total Revenue

timing of the Company’s revenue recognition may differ from the timing of payment by its customers.

3 unchanged sentences

provision of the related goods or services, the Company records deferred revenue until the performance obligations are satisfied.

of June 30, 2022, the Company had $ 12,030 related to contract liabilities where performance obligations have not yet been satisfied,

which has been included within deferred revenue on the condensed consolidated balance sheet as of June 30, 2022.

of September 30, 2022, the Company had $ 13,723 related to contract liabilities where performance obligations have not yet been satisfied,

which has been included within deferred revenue on the condensed consolidated balance sheet as of September 30, 2022.

The Company expects

to satisfy $ 8,823 of its remaining performance obligations for network fees, charging services, warranty revenue, product sales, and

other and recognize the revenue within the next twelve months.

the three and six months ended June 30, 2022, the Company recognized $ 310 and $ 491 , respectively, of revenues related to network fees

and warranty contracts, which were included in deferred revenues as of December 31, 2021.

During the six months ended June 30, 2022,

other revenues and recognize the revenue within the next twelve months.

the three and nine months ended September 30, 2022, the Company recognized $ 333 and $ 824 , respectively, of revenues related to network

fees and warranty contracts, which were included in deferred revenues as of December 31, 2021.

During the nine months ended September

30, 2022, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods.

Grants and rebates 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 over

the shorter of the related depreciation expense of the related asset over their useful lives over the useful life of the charging station

or the contractual obligation of the grant.

During the three months ended June 30, 2022 and 2021, the Company recognized $ 125 and $ 74 ,

respectively, related to grant and rebate revenue.

During the six months ended June 30, 2022 and 2021, the Company recognized $ 200 and

and rebates 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 three months ended September 30, 2022 and 2021, the Company recognized $ 83 and $ 55 ,

respectively, related to grant and rebate revenue.

At June 30, 2022 and December 31, 2021, there was $ 3,225 and $ 70 of deferred

grant and rebate revenue to be amortized.

During the nine months ended September 30, 2022 and 2021, the Company recognized $ 283

and $ 280 , respectively, related to grant and rebate revenue.

At September 30, 2022 and December 31, 2021, there was $ 4,304 and $ 70 of

deferred grant and rebate revenue to be amortized.

CONCENTRATIONS

As of December 31, 2021, accounts receivable

from a significant customer were approximately 18 %

of total accounts receivable.

During the three months ended June 30, 2022, revenues from one significant customer represented 10 % of

total revenues.

During the six months ended June 30, 2021, sales to a significant customer represented 12 %

of total revenue.

During the six months ended June

were no accounts receivable concentrations as of September 30, 2022.

As of December 31, 2021, accounts receivable from a significant

customer were approximately 18 % of total accounts receivable.

There were no customer concentrations during the three and nine months

ended September 30, 2022.

During the three months ended

September 30, 2021, sales to a significant customer represented 11 % of total revenue.

During the three months ended September 30, 2021,

sales to another significant customer represented 10 % of total revenue.

During the three months ended September 30, 2022, the Company

made purchases from a significant supplier that represented 19 % of total purchases.

During the nine months ended September 30, 2022,

the Company made purchases from a significant supplier that represented 26 % of total purchases.

AND SUBSIDIARIES

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

During the nine months ended September

30, 2022, the Company made purchases from another significant supplier that represented 12 % of total purchases.

BLINK CHARGING CO.

Notes to Unaudited Condensed

Consolidated Financial Statements

(in thousands, except

for share and per share amounts)

OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

LOSS PER COMMON SHARE

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would have been anti-dilutive:

SCHEDULE OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION

the Three and Six Months Ended

restricted common stock

potentially dilutive shares

SCHEDULE OF OUTSTANDING DILUTED SHARES

EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION

For the Three and Nine Months

Ended September 30,

Unvested restricted common stock

Total potentially dilutive shares

April 19, 2022, the Company signed a non-binding letter of intent with a U.S.

privately-held company (the “Target”) providing

for the possible purchase by the Company of all of the outstanding shares of the Target from its shareholders in consideration for cash,

a note and, under certain circumstances, shares of common stock of a subsidiary of the Company or, if such subsidiary’s shares

are not publicly-traded, common stock of the Company.

In addition, in the letter of intent, the Company agreed to extend a loan of $ 1,250

to the Target (the “Loan”), in which $ 1,000 was loaned by the Company during second quarter of 2022 and $ 250 was loaned in July

2022 pursuant to a 6 % Secured Convertible Promissory Note signed by the Target.

Under the terms of the Loan, if the Company proceeds

with the possible stock purchase of the Target, the principal and accrued interest amount under the Loan will be deducted from the cash

consideration paid to the Target’s shareholders at closing.

If, however, the Company determines not to proceed with the possible

stock purchase of the Target, the Loan will continue to accrue 6 % interest per annum, and mature on the earliest of (i) a “Change

of Control” (as defined);

(ii) the closing of the next investment round by the Target;

(iii) an Event of Default (as defined);

privately-held company (the “Target”)

providing for the possible purchase by the Company of all of the outstanding shares of the Target from its shareholders in

consideration for cash, a note and, under certain circumstances, shares of common stock of a subsidiary of the Company or, if such

subsidiary’s shares are not publicly-traded, common stock of the Company.

In addition, in the letter of intent, the Company

agreed to extend a loan of $ 1,250

to the Target (the “Initial Loan”), in which $ 1,000

was loaned by the Company during the second quarter of 2022 and $ 250

was loaned in July 2022 pursuant to a 6 %

Secured Convertible Promissory Note signed by the Target.

Under the terms of the Initial Loan, if the Company proceeds with the

possible stock purchase of the Target, the principal and accrued interest amount under the Initial Loan will be deducted from the

cash consideration paid to the Target’s shareholders at closing.

If, however, the Company determines not to proceed with the

possible stock purchase of the Target, the Initial Loan will continue to accrue 6 %

interest per annum, and mature on the earliest of (i) a “Change of Control” (as defined in such note);

(ii) the closing of the next

investment round by the Target;

(iii) an Event of Default (as defined in such note);

or (iv) May 1, 2027.

On September 22, 2022, the Company signed a

letter agreement concerning the extension of the development work that the Target was performing for a wholly owned subsidiary of

the Company (the “Subsidiary”) under a Master Service Agreement that was executed on April 29, 2022 (the “Letter

Under the Letter Agreement, the Company agreed to extend additional loans to the Target to enable it to expand

the development work and to expedite the delivery of the development outcomes (the “Product”) to the Subsidiary.

addition, the Letter Agreement provided that the Company will extend to the Target additional funding of up to $ 350 for hiring

additional developers and an additional $ 600 to support the Target’s operations until the development work is finalized and

accepted by the Company, which will be no later than November 30, 2022, or such later date that the parties may agree upon.

total amount of the loans may reach up to $ 950 (the “Development Loan”), in each case upon the Target’s request

along with appropriate back-up documentation for such loan.

$ 250 was loaned by the Company in September 2022.

The Development Loan

was made pursuant to a 6% Grid Secured Convertible Promissory Note and an additional letter agreement, dated September 22, 2022,

signed by the Target with terms and conditions similar to those of the Initial Loan (the “Grid Note”).

The Development

Loan has additional terms which provide that the Company may forfeit the Development Loan if the Target timely delivers the Product

and the Company fails to close the acquisition of the Target shortly thereafter.

If, however, the Target fails to complete the

development work on time, the Company will not be obligated to close the acquisition of the Target and the entire Development Loan

will be payable to the Company under the same terms of the Initial Loan.

BUSINESS COMBINATONS

4 unchanged sentences

Headquartered in St.

Albans, United Kingdom, EB is a leading, independently-owned

Albans, United Kingdom, EB is a leading

provider of electric vehicle charging and sustainable energy solutions and technologies.

2 unchanged sentences

sale of new petrol and diesel cars and vans.

The fair value purchase price for the acquisition

of all of EB’s outstanding capital stock is $18,903, consisting of $12,651 in cash, and 152,803 of the Company’s common stock

(the “Consideration Shares”) with a fair value of $2,852.

In addition, provided EB reaches specified gross revenue

or new EV charger installation targets over the three years post-closing, the Company also agreed to issue up to approximately $6,400

in additional shares of its common stock to EB shareholders (the “Contingent Consideration”).

The Contingent Consideration

was recorded at an estimated fair value of $3,400.

As of June 30, 2022, the estimated fair value of the Contingent Consideration was $3,514.

The Company uses a probability-weighted discounted cash flow approach as a valuation technique to determine the fair value of the contingent

consideration liabilities on the acquisition date and at each reporting period.

The significant unobservable inputs used in the fair value

measurements are projections over the earn-out period, and the probability outcome percentages that are assigned to each scenario.

increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher

liability capped by the contractual maximum of the contingent consideration liabilities.

the purchase price to be issued to the EB shareholders at closing, approximately $ 650

in cash and 25,466

shares of common stock are being held in escrow

accounts for periods of 12 months (cash escrow) and 18 months (stock escrow), respectively, following the closing to cover any losses

or damages we may incur by reason of, among other things, any misrepresentation or breach of warranty by EB under the Sale and Purchase

AND SUBSIDIARIES

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

BUSINESS COMBINATONS – CONTINUED

fair value purchase price for the acquisition of all of EB’s outstanding capital stock was $ 19,317 , consisting of $ 12,651 in cash,

152,803 shares of the Company’s common stock with a fair value of $ 2,852 , plus the contingent

consideration described in the following paragraph.

BLINK CHARGING CO.

Notes to Unaudited Condensed

Consolidated Financial Statements

(in thousands, except

for share and per share amounts)

COMBINATONS – CONTINUED

BLUE LIMITED ACQUISITION – CONTINUED

Company engaged a third-party independent valuation specialist to assist in the determination of fair values of tangible and intangible

assets acquired and liabilities assumed for EB.

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.

The EB 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.

following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date of EB:

addition, provided EB reaches specified gross revenue or new EV charger installation targets over the three years post-closing, the Company

also agreed to issue up to approximately $ 6,400 in additional shares of its common stock to EB shareholders (the “Contingent Consideration”).

The Contingent Consideration was recorded at an estimated fair value of $ 3,814 .

As of September 30, 2022, the estimated fair value of

the Contingent Consideration was $ 4,030 .

The Company uses a probability-weighted discounted cash flow approach as a valuation technique

to determine the fair value of the contingent consideration liabilities on the acquisition date and at each reporting period.

The significant

unobservable inputs used in the fair value measurements are projections over the earn-out period, and the probability outcome percentages

that are assigned to each scenario.

Significant increases or decreases to either of these inputs in isolation could result in a significantly

higher or lower liability with a higher liability capped by the contractual maximum of the contingent consideration liabilities.

the purchase price to be issued to the EB shareholders at closing, approximately $ 650 in cash and 25,466 shares of common stock are being

held in escrow accounts for periods of 12 months (cash escrow) and 18 months (stock escrow), respectively, following the closing to cover

any losses or damages we may incur by reason of, among other things, any misrepresentation or breach of warranty by EB under the Sale

and Purchase Agreement.

the quarter ended September 30, 2022, the Company finalized its fair value determination on the acquired assets and assumed liabilities

and completed its assessment of the purchase price allocation.

As a result, the Company recognized certain measurement period adjustments,

as summarized in the fair values of assets acquired and liabilities assumed in the tables below.

Measurement period adjustments were

recognized in the reporting period in which the adjustments were determined and calculated as if the accounting had been completed at

the acquisition date.

The measurement period adjustments did not result in material adjustments to previously reported income statement

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.

$ 10,443 from the acquisition of EB is expected to be deductible for income tax purposes.

following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date of EB:

SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Purchase Price Allocation (Preliminary)

Measurement Period Adjustments

Purchase Price Allocation

Consideration:

Deferred cash consideration

consideration

Purchase Consideration:

relationships

developed technology

Deferred cash consideration

Contingent consideration

Total Purchase Consideration

Customer relationships

Internally developed technology

Non-compete agreements

Property and equipment

Right of use asset

Deferred revenue- non current portion

Lease liability- non current portion

Non-current portion of deferred revenue

net working capital deficit

Value of Identified Net Assets

Unidentified Goodwill Value

Debt-free net working capital deficit

Fair Value of Identified Net Assets

Remaining Unidentified Goodwill Value

in the balance of identified intangible assets and goodwill reflected on the balance sheet are the result of the impact of the change

6 unchanged sentences

components of debt free net working capital deficit are as follows:

expenses and other current assets

Purchase Price Allocation (Preliminary)

Measurement Period Adjustments

Purchase Price Allocation

Current assets:

current liabilities:

portion of lease liabilities

consideration payable

portion of notes payable

Current portion of lease liability

expenses and other current liabilities

current liabilities

free net working capital deficit

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.

$ 10,545 from the acquisition of EB is expected to be deductible for income tax purposes.

condensed consolidated financial statements of the Company include the results of operations of EB from April 22, 2022 to June 30, 2022

Restricted cash

Accounts receivable

Prepaid expenses and other current assets

Total current assets

Less current liabilities:

Accounts payable

Merger consideration payable

Current portion of lease liabilities

Current portion of notes payable

Deferred revenue

Accrued expenses and other current liabilities

Total current liabilities

Debt free net working capital deficit

condensed consolidated financial statements of the Company include the results of operations of EB from April 22, 2022 to September 30,

2022 and do not include results of operations for periods prior to April 22, 2022.

The results of operations of EB from April 22, 2022 to

June 30, 2022 included revenues of $ 1,362 and a net loss of $ 743 .

following table presents the unaudited pro forma condensed consolidated results of operations for the three and six months ended June

The results of operations of EB from April 22, 2022

to September 30, 2022 included revenues of $ 2,584 and a net loss of $ 2,143 .

following table presents the unaudited pro forma condensed consolidated results of operations for the three and nine months ended September

30, 2022 and 2021 as if the acquisition of EB had occurred at the beginning of fiscal year 2021.

The pro forma information provided below

is compiled from the pre-acquisition financial information of EB and includes pro forma adjustments for interest expense and adjustments

to certain expenses.

The 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 2021 or (ii) future results of operations

is compiled from the pre-acquisition financial information of EB and includes pro forma adjustments for adjustments to certain expenses.

The 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 2021 or (ii) future results of operations:

SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS

the Three Months Ended June 30,

the Six Months Ended June 30,

above pro forma information includes pro forma adjustments to remove the effect of merger expenses recognized in the results of operations

of the Company during the three and six months ended June 30, 2022 of $ 138 and $ 178 , respectively.

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 condensed consolidated

statements of operations.

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

above pro forma information includes pro forma adjustments to give effect to the amortization of the acquired intangible assets to the

2021 historical period.

As 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 condensed consolidated statements of

Acquisition-related costs were $ 198 and $ 376 during the three and nine months ended September 30, 2022, respectively.

Note 10 – Fair Value Measurement for additional information.

7 unchanged sentences

capacity as the stockholders’ representative).

Upon consummation of the acquisition, SemaConnect became a wholly owned subsidiary

Following the closing of the acquisition, SemaConnect became a wholly owned subsidiary

of the Company.

SemaConnect is a leading provider of EV charging infrastructure solutions in North America.

The aggregate fair value purchase price was $ 200,573 ,

which includes excess working capital of $ 1,229 and closing date cash of $ 3,639 .

The consideration paid in the acquisition consisted of:

(a) $86,736 in cash, (i) $46,136 of which was paid at the closing of the Acquisition Agreement (“Closing”) and (ii) the remaining

$40,600 is payable (bearing interest at 7%) until not earlier than nine months following the Closing and not later than three years following

and (b) 7,454,975 shares of the Company’s common stock (the “Stock Payment”) with a fair value of $113,837.

Included in the cash consideration is $ 8,103 related to payments due to stock option holders of SemaConnect.

Subsequent to the acquisition

date, payments to the stock option holder were made after the stock option holder signed an option cash-out agreement.

As of June 30,

2022, there was an unpaid balance of $ 4,058 which is classified as restricted cash on condensed consolidated balance sheet as of June

30, 2022, all of which was paid during July 2022.

order to determine the estimated fair values of tangible and intangible assets acquired and liabilities assumed for SemaConnect, the

Company performed internal calculations and analysis based on information and resources available.

The Company engaged a third-party

independent valuation specialist to assist in the determination of fair values which will become available during the third quarter of

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.

The SemaConnect 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.

following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date of SemaConnect:

aggregate purchase price was $ 200,573 ,

which included excess working capital of $ 1,229

and closing date cash of $ 3,639 .

consideration paid in the acquisition consisted of:

(a) $86,736 in cash, (i) of which $46,136 was paid at the closing of the

Acquisition Agreement (“Closing”) and (ii) the remaining $40,600 is payable (bearing interest at 7%) until not earlier

than nine months following the Closing and not later than three years following the Closing;

and (b) 7,454,975 shares of the

Company’s common stock with a fair value of $113,837.

Included in the cash

consideration was $ 8,103

related to payments due to stock option holders of SemaConnect.

Subsequent to the closing of the acquisition, payments to the stock option

holder were made after the stock option holder signed an option cash-out agreement

During the quarter ended September 30, 2022, the Company

finalized its fair value determination on the acquired assets and assumed liabilities and completed its assessment of the purchase price

As a result, the Company recognized certain measurement period adjustments, as summarized in the fair values of assets acquired

and liabilities assumed in the tables below.

Measurement period adjustments were recognized in the reporting period in which the adjustments

were determined and calculated as if the accounting had been completed at the acquisition date.

The measurement period adjustments did

not result in material adjustments to previously reported income statement amounts.

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.

$ 174,439 from the acquisition of SemaConnect is not expected to be deductible for income tax purposes.

following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date of SemaConnect:

SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Purchase Price Allocation (Preliminary)

Measurement Period Adjustments

Purchase Price Allocation

Consideration:

Deferred cash consideration

Purchase Consideration:

relationships

developed technology

Deferred cash consideration

Total Purchase Consideration

Customer relationships

Internally developed technology

Non-compete agreements

Property and equipment

Right of use asset

Lease liability, non-current portion

Deferred revenue- non current portion

net working capital

Value of Identified Net Assets

Unidentified Goodwill Value

Lease liability- non current portion

Debt-free net working capital

Fair Value of Identified Net Assets

Remaining Unidentified Goodwill Value

AND SUBSIDIARIES

4 unchanged sentences

components of debt free net working capital are as follows:

expenses and other current assets

Current assets:

current liabilities:

consideration payable

portion of notes payable

Restricted cash

Accounts receivable

Prepaid expenses and other current assets

Total current assets

Less current liabilities:

Accounts payable

Merger consideration payable

Current portion of lease liability

expenses and other current liabilities

current liabilities

free net working capital

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.

$ 127,567 from the acquisition of SemaConnect is not expected to be deductible for income tax purposes.

condensed consolidated financial statements of the Company include the results of operations of SemaConnect from June 15, 2022 to June

Current portion of notes payable

Deferred revenue

Accrued expenses and other current liabilities

Total current liabilities

Debt free net working capital

condensed consolidated financial statements of the Company include the results of operations of SemaConnect from June 15, 2022 to September

30, 2022 and do not include results of operations for periods prior to June 15, 2022.

The results of operations of SemaConnect from June

15, 2022 to June 30, 2022 included revenues of $ 1,414 and a net loss of $ 194 .

following table presents the unaudited pro forma consolidated results of operations for the three and six months ended June 30, 2022

15, 2022 to September 30, 2022 included revenues of $ 8,778 and a net loss of $ 1,216 .

following table presents the unaudited pro forma consolidated results of operations for the three and nine months ended September 30,

2022 and 2021 as if the acquisition of SemaConnect had occurred at the beginning of fiscal year 2021.

The pro forma information provided below

is compiled from the pre-acquisition financial information of SemaConnect and includes pro forma adjustments for interest expense and

adjustments to certain expenses.

The 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 2021 or (ii) future results of

The pro forma information provided

below is compiled from the pre-acquisition financial information of SemaConnect and includes pro forma adjustments for adjustments to

certain expenses.

The 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 2021 or (ii) future results of operations:

SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS

the Three Months Ended June 30,

the Six Months Ended June 30,

above pro forma information includes pro forma adjustments to remove the effect of merger expenses recognized in the results of operations

of the Company during the three and six months ended June 30, 2022 of $ 3,078 and $ 3,096 , respectively.

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 $ 3,216 and $ 3,274 during the three and six months ended June 30, 2022, respectively.

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

above pro forma information includes pro forma adjustments to give effect to the amortization of the acquired intangible assets to the

2021 historical period.

AND SUBSIDIARIES

1 unchanged sentence

thousands, except for share and per share amounts)

BUSINESS COMBINATONS – CONTINUED

ACQUISITION – CONTINUED

of the date of the acquisition, the Company expected to collect all contractual cash flows related to receivables acquired in the

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 $ 311 and

during the three and nine months ended September 30, 2022, respectively.

INTANGIBLE ASSETS AND GOODWILL

1 unchanged sentence

SCHEDULE OF INTANGIBLE ASSETS

engineering costs

relationships

developed technology

assets, gross

September 30, 2022

December 31, 2021

Internal use software

Capitalized engineering costs

Trade name and patents

Customer relationships

Favorable leases

Internally developed technology

Non-compete agreements

Intangible assets, gross

accumulated amortization

following represents the change in goodwill during the six months ended June 30, 2022:

Intangible assets, net

following represents the change in goodwill during the nine months ended September 30, 2022:

SCHEDULE OF GOODWILL

balance - January 1, 2022

of Electric Blue

Beginning balance January 1, 2022

Acquisition of Electric Blue

Acquisition of SemaConnect

of translation adjustments

balance - June 30, 2022

Effect of translation adjustments

Ending balance September 30, 2022

in the balance of intangible assets and goodwill reflected on the balance sheet include the impact of the change in foreign currency

1 unchanged sentence

See Note 4 - Business Combinations for additional details.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

expenses consist of the following:

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

professional, board and other fees

income, property and sales taxes payable

issuable equity

lease payable

use software liability

accrued expenses

AND SUBSIDIARIES

1 unchanged sentence

thousands, except for share and per share amounts)

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

expenses consist of the following:

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

September 30, 2022

December 31, 2021

Accrued host fees

Accrued professional, board and other fees

Accrued wages

Accrued commissions

Warranty payable

Accrued income, property and sales taxes payable

Accrued issuable equity

Accrued purchases

Internal use software liability

Accrued interest

Other accrued expenses

Total accrued expenses

STOCKHOLDERS’ EQUITY

the six months ended June 30, 2022, the Company issued an aggregate of 19,942 shares of common stock pursuant to exercises of warrants

the nine months ended September 30, 2022, the Company issued an aggregate of 60,772 shares of common stock pursuant to exercises of warrants

to purchase an aggregate of 60,772 shares of common stock for aggregate net proceeds of $ 191 .

the six months ended June 30, 2022, the Company issued an aggregate of 5,955 shares of common stock pursuant to exercises of warrants

the nine months ended September 30, 2022, the Company issued an aggregate of 5,955 shares of common stock pursuant to exercises of options

to purchase an aggregate of 5,955 shares of common stock for aggregate net proceeds of $ 10 .

the six months ended June 30, 2022, the Company issued an aggregate of 144,497 shares of common stock for services to employees and consultants

with an aggregate issuance date fair value of $ 331 .

the nine months ended September 30, 2022, the Company issued an aggregate of 8,093 shares of the Company’s common stock pursuant

to the cashless exercise of warrants.

the nine months ended September 30, 2022, the Company issued an aggregate of 761,825 shares of common stock for services to employees

and consultants with an aggregate issuance date fair value of $ 4,956 .

Note 4 – Business Combinations – Electric Blue Limited Acquisition and SemaConnect Acquisition for additional information

of common stock issued as partial consideration for acquisitions.

Company recognized stock-based compensation expense related to common stock, stock options and warrants for the three and six months

ended June 30, 2022 of $ 1,027 and $ 2,989 , respectively, which is included within compensation expense on the condensed consolidated statements

of operations.

The Company recognized stock-based compensation expense related to common stock and stock options for the three and six

months ended June 30, 2021 of $ 3,670 and $ 4,084 , respectively, As of June 30, 2022, there was $ 5,444 of unrecognized stock-based compensation

expense that will be recognized over the weighted average remaining vesting period of 2.81 years.

AT-THE-MARKET

September 2, 2022, the Company entered into a Sales Agreement (“Sales Agreement”) with Barclays Capital Inc., BofA Securities,

Inc., HSBC Securities (USA) Inc., ThinkEquity LLC, H.C.

Wainwright & Co., LLC and Roth Capital Partners, LLC (the “Agents”)

to conduct an “at-the-market” (ATM) equity offering program 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 $ 250,000

through the Agents, as the Company’s sales

The shares are being offered pursuant to the Sales Agreement under the Company’s automatic shelf

registration statement on Form S-3ASR and a prospectus supplement

thereto filed with the SEC on January 6, 2021 and September 2, 2022, respectively.

AND SUBSIDIARIES

to Unaudited Condensed Consolidated Financial Statements

thousands, except for share and per share amounts)

STOCKHOLDERS’ EQUITY – CONTINUED

Company recognized stock-based compensation expense related to common stock, stock options and warrants for the three and nine months

ended September 30, 2022 of $ 4,832 and $ 7,821 , respectively, which is included within compensation expense on the condensed consolidated

statements of operations.

The Company recognized stock-based compensation expense related to common stock and stock options for the three

and nine months ended September 30, 2021 of $ 6,224 and $ 10,308 , respectively, As of September 30, 2022, there was $ 14,394 of unrecognized

stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 1.9 years.

July 29, 2022, Michael D.

Farkas, the Company’s Chairman and Chief Executive Officer, and other senior executives of the Company

who are responsible for the acquisition and integration of SemaConnect were granted one-time performance-based

restricted stock awards under the Company’s 2018 Incentive Compensation Plan.

A total number of 590,458 shares of common stock,

with a market value on the grant date of $ 12,000 , were awarded to the executives.

The agreements provide that Messrs.

Farkas, Brendan

Jones, President, Michael P.

Rama, Chief Financial Officer, Aviv Hillo, General Counsel, and Harjinder Bhade, Chief Technology Officer,

will each receive 472,367 , 47,237 , 23,618 , 23,618 and 23,618 shares of common stock, respectively.

The awards of performance-based restricted

stock are intended to provide an appropriate incentive structure for the executive management team of the Company to integrate and commercialize

the SemaConnect acquisition given the transformational nature of the acquisition in a way that is aligned with stockholder interests.

The awards of these performance-based restricted stock become vested based on a series of six performance hurdles that must be achieved

before the third anniversary of the grants, as described in greater detail below.

In addition to the closing of the SemaConnect acquisition

with certain cost savings as the initial 20% vesting event, the vesting of the remaining 80% of the restricted stock is generally determined

based on the (i) integration of SemaConnect’s hardware and software platforms, (ii) integration of its business processes, (iii)

integration of its human capital processes, (iv) delivery and execution of a product rationalization roadmap and new production ready

units for UL certification, and (v) our common stock’s closing price reaching on average for a period of ten consecutive trading

days a price of $ 23.78 , which is 50 % over the price paid by us to SemaConnect shareholders in the acquisition, in each case without regard

to the order of achieving the foregoing hurdles.

The Board has discretion to determine when each performance hurdle has been achieved

and to accelerate awards pursuant to the program.

As of September 30, 2022, the vesting performance hurdles related to the closing of the SemaConnect acquisition and clause (v) outlined above

RELATED PARTY TRANSACTIONS

Note 11 – Commitments and Contingencies – Purchase Commitments for disclosure of a commitment made to a related party.

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.

(the “Entity”), that was formed

under the laws of Cyprus on the same date.

Subsequently, two of the three Cyprus entities exited from the Entity.

6 unchanged sentences

During the three and

six months ended June 30, 2022, the Company recognized sales of $ 0 and $ 68 , respectively, and $ 315

and $ 791 during the three and six months ended June 30, 2021, respectively, to Hellas.

As of June 30, 2022 and December 31, 2021,

the Company had a receivable from Hellas of approximately $ 0 and $ 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 June

30, 2022, 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 three and six months ended June 30, 2022 and 2021.

of June 30, 2022, three senior management employees at the recently acquired entity Blue Corner had an ownership interest in a major

nine months ended September 30, 2022, the Company recognized sales of $ 0 and $ 68 , respectively, and $ 28 and $ 800 during the three and

nine months ended September 30, 2021, respectively, to Hellas.

As of September 30, 2022 and December 31, 2021,the Company had a receivable

from Hellas of approximately $ 0 and $ 6 , respectively and a payable to Hellas of approximately $ 33 and $ 0 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 September 30, 2022, 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 three and nine months ended September 30, 2022

during 2022, two 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 June 30, 2022 and December 31, 2021, the Company owed approximately $ 502 and $ 800

to this supplier, respectively.

During the six months ended June 30, 2022, the Company purchased approximately $ 2,648 of inventory from

this supplier.

As of September 30, 2022, this related party relationship does not exist since, as of

September 30, 2022, those two senior management employees are no longer with Blue Corner.

As of September 30, 2022, several close family members of a senior

management employee are providing services to Electric Blue Limited.

For the quarter ended September 30, 2022, these related parties

have collectively provided services worth $ 50 to Electric Blue Limited Furthermore, as of September 30, 2022, there was a payable

of $ 12 and purchase commitments of $ 112 to the same related parties.

AND SUBSIDIARIES

1 unchanged sentence

thousands, except for share and per share amounts)

of June 30, 2022, the Company had $ 860 of right of use assets that were classified as a financing leases for vehicles associated with

the operations of Blink Mobility are included as a component of property and equipment on the condensed consolidated balance sheet as

of June 30, 2022.

The duration of the leases are three years and the Company is expected to pay approximately $ 1,020 throughout the term.

operating lease expenses for the three and six months ended June 30, 2022 were $ 175 and $ 343 , respectively, and for the three and six

months ended June 30, 2021 were $ 128 and $ 298 , respectively, which were recorded in other operating expenses on the condensed consolidated

statements of operations.

the three and six months ended June 30, 2022, the Company recorded $ 14 of interest expense related to finance leases, which were recorded

within interest expense on the condensed consolidated statements of operations.

During the three and six months ended June 30, 2022,

the Company recorded amortization expense of $ 181 related to finance leases.

Finance lease liabilities are included within accrued expenses

and other liabilities on the condensed consolidated balance sheet as of June 30, 2022.

of September 30, 2022, the Company had $ 745 of right of use assets that were classified as financing leases for vehicles associated

with the operations of Blink Mobility are included as a component of property and equipment on the condensed consolidated balance sheet

as of September 30, 2022.

The duration of the leases are three years and the Company is expected to pay approximately $ 1,020 throughout

operating lease expenses for the three and nine months ended September 30, 2022 were $ 185 and $ 528 , respectively, and for the three and

nine months ended September 30, 2021 were $ 155 and $ 429 , respectively, which were recorded in other operating expenses on the condensed

consolidated statements of operations.

the three and nine months ended September 30, 2022, the Company recorded $ 13 and $ 26 of interest expense, respectively, related to finance

leases, which were recorded within interest expense on the condensed consolidated statements of operations.

During the three and nine

months ended September 30, 2022, the Company recorded amortization expense of $ 210 and $ 390 , respectively, related to finance leases.

Finance lease liabilities are included within accrued expenses and other liabilities on the condensed consolidated balance sheet as of

September 30, 2022.

cash flows information related to leases was as follows:

OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

The Six Months Ended

Cash paid for amounts

included in the measurement of lease liabilities:

cash flows from operating leases

cash flows from finance leases

assets obtained in exchange for lease obligations:

Average Remaining Lease Term

Average Discount Rate

SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

For The Nine Months Ended

September 30,

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

Financing cash flows from finance leases

Right-of-use assets obtained in exchange for lease obligations:

Operating leases

Finance leases

Weighted Average Remaining Lease Term

Operating leases

Finance leases

Weighted Average Discount Rate

Operating leases

Finance leases

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

For the Years Ending December 31,

Operating Lease

Finance Lease

Total future minimum lease payments

imputed interest

AND SUBSIDIARIES

1 unchanged sentence

thousands, except for share and per share amounts)

LEASES – CONTINUED

minimum payments under non-cancellable leases as of June 30, 2022 were as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

the Years Ending December 31,

future minimum lease payments

imputed interest

FAIR VALUE MEASUREMENT

and liabilities measured at fair value on a recurring or nonrecurring basis are as follows:

OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE RECURRING AND NONRECURRING BASIS

stock liability

SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE RECURRING AND NONRECURRING BASIS

September 30, 2022

Alternative fuel credits

Common stock liability

Contingent consideration

stock liability

Warrant liability

Total liabilities

December 31, 2021

Alternative fuel credits

Common stock liability

Warrant liability

Total liabilities

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:

SUMMARY OF CHANGES IN FAIR VALUE OF LEVEL 3 WARRANT LIABILITIES MEASURED AT RECURRING BASIS

Contingent Consideration

Beginning balance as of January 1, 2022

Contingent consideration assumed in Electric Blue acquisition

Change in fair value of contingent consideration

Ending balance as of September 30, 2022

Warrant Liability

Beginning balance as of January 1, 2022

Change in fair value of warrant liability

Ending balance as of September 30, 2022

AND SUBSIDIARIES

1 unchanged sentence

thousands, except for share and per share amounts)

FAIR VALUE MEASUREMENT– CONTINUED

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

Consideration

Beginning balance

as of January 1, 2022

consideration assumed in Electric Blue acquisition

in fair value of contingent consideration

balance as of June 30, 2022

Beginning balance

as of January 1, 2022

in fair value of warrant liability

balance as of June 30, 2022

COMMITMENTS AND CONTINGENCIES

of June 30, 2022, the Company had purchase commitments of approximately $ 41,127 of which, approximately $ 10,772 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.

On August 24, 2020, a purported securities class action lawsuit, captioned

of September 30, 2022, the Company had purchase commitments of approximately $ 55,000

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 to 24 months.

August 24, 2020, a purported securities class action lawsuit, captioned Bush v.

Blink Charging Co.

et al., Case No.

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”).

On September 1, 2020, another purported securities class action lawsuit, captioned

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”).

On September 1, 2020, another purported securities class action lawsuit, captioned Vittoria v.

Blink Charging Co.

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

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.

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.

On April 7, 2022, the court held oral argument on the motion

to dismiss, but did not issue a decision.

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 June 30,

2022 as it determined that any such loss contingency was either not probable or estimable.

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.

On April 7, 2022, the court held oral argument on the motion to dismiss but did not issue a decision.

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 September 30, 2022 as it determined that any such loss contingency was either not probable

or estimable.

AND SUBSIDIARIES

4 unchanged sentences

September 15, 2020, a shareholder derivative lawsuit, captioned Klein (derivatively on behalf of Blink Charging Co.) v.

al., Case No.

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”).

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”).

Blink is named as a nominal defendant.

Klein Lawsuit asserts that the Director defendants caused Blink to make the statements that are at issue in the securities class

action and, as a result, the Company will incur costs defending against the consolidated Bush Lawsuit and other unidentified

investigations.

The Klein Lawsuit asserts claims against the Director defendants for breach of fiduciary duties and corporate waste

and against all of the defendants for unjust enrichment.

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.

agreed to temporarily stay the Klein Lawsuit until there is a ruling on the motion to dismiss filed in the consolidated Bush

On June 17, 2022, the court substituted the executrix of Klein’s estate as the plaintiff.

The Company has

not recorded an accrual related to this matter as of June 30, 2022 as it determined that any such loss contingency was either not

probable or estimable.

The Klein Lawsuit asserts

that the Director defendants caused Blink to make the statements that are at issue in the securities class action and, as a result, the

Company will incur costs defending against the consolidated Bush Lawsuit and other unidentified investigations.

The Klein Lawsuit asserts

claims against the Director defendants for breach of fiduciary duties and corporate waste and against all of the defendants for unjust

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 parties agreed to temporarily stay the Klein Lawsuit until there is a ruling

on the motion to dismiss filed in the consolidated Bush Lawsuit.

The Company has not recorded an accrual related to this matter as of

September 30, 2022 as it determined that any such loss contingency was either not probable or estimable.

December 23, 2020, another shareholder derivative action, captioned Bhatia (derivatively on behalf of Blink Charging Co.) v.

et al., Case No.

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”).

17, 2021, the parties agreed to consolidate the Klein and Bhatia actions, which the court consolidated under the caption In re Blink

Charging Company Stockholder Derivative Litigation, Lead Case No.

al., Case No.

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”).

On February 17, 2021, the parties

agreed to consolidate the Klein and Bhatia actions, which the court consolidated under the caption In re Blink Charging Company Stockholder

Derivative Litigation, Lead Case No.

2020-019815-CA-01.

The parties also agreed to keep in place the

temporary stay.

The court subsequently vacated the consolidation order and explained the parties should first file a motion to

transfer, which the parties have done.

On June 22, 2022, the court re-consolidated the Klein and Bhatia actions and reinstated

the temporary stay.

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 June 30, 2022 as it

determined that any such loss contingency was either not probable or estimable.

The parties also agreed to keep in place the temporary stay.

The court subsequently

vacated the consolidation order and explained the parties should first file a motion to transfer, which the parties have done.

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 September 30, 2022 as it determined that any such loss contingency

was either not probable or estimable.

February 12, 2021, another shareholder derivative lawsuit, captioned Wolery (derivatively on behalf of Blink Charging Co.) v.

15 unchanged sentences

The defendants

did not admit any liability or wrongdoing in the settlement and will not make any cash payment as part of the settlement, but the Company

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 paid in April 2022.

fees to the plaintiff’s counsel which was accrued for as of September 30, 2022 and December 31, 2021, which was paid in April 2022.

February 7, 2022, another shareholder derivative lawsuit, captioned McCauley (derivatively on behalf of Blink Charging Co.) v.

9 unchanged sentences

the motion to dismiss filed in the consolidated Bush Lawsuit.

The Company has not recorded an accrual related to this matter as of June

The Company has not recorded an accrual related to this matter as of September

30, 2022 as it determined that any such loss contingency was either not probable or estimable.

3 unchanged sentences

COMMITMENTS AND CONTINGENCIES – CONTINUED

Company estimates an approximate cost of $ 368 to repair deployed chargers, which the Company owns as of June 30, 2022.

Company estimates an approximate cost of $ 346

to repair deployed chargers, which the Company owns as of September

NETWORK UPGRADES

6 unchanged sentences

to 4G LTE during 2022 (the “Upgrade”).

As of June 30, 2022, the remaining cost for the Upgrade is approximately $ 1,200 for certain of the Company’s

owned and operated EV charging stations.

During the six months ended June 30, 2022, the Company incurred $ 1,313 related to these upgrades.

EMPLOYMENT AGREEMENT

Mahi Reddy, is the Chief

Executive Officer of SemaConnect, LLC, a Blink Charging company, our wholly owned subsidiary (“SemaConnect”), which we formed

in connection with our recent acquisition of SemaConnect, Inc., as previously disclosed in our Current Report on Form 8-K filed with the

Securities and Exchange Commission (“SEC”) on June 14, 2022.

Reddy founded SemaConnect, Inc.

in October 2007 and served

as a director and its Chief Executive Officer until the closing of our acquisition of the company.

Reddy co-founded CBay Systems Ltd.,

a healthcare business process outsourcing company, and served as its Chief Operating Officer and President from August 1998 to September

Reddy received a B.A.

degree from St.

Joseph’s College in Bangalore, India.

In connection with the SemaConnect

acquisition, Mahi Reddy entered into an employment offer letter (the “Offer Letter”) on June 15, 2022 with our SemaConnect

subsidiary setting forth the terms of his employment and compensation.

Reddy’s term of employment with SemaConnect is for one

year, and we have the right to either (i) renew his term of employment with SemaConnect for an additional one-year term or (ii) offer

him a new position as a service provider on terms to be negotiated at such time.

In accordance with the Offer Letter, Mr.

Reddy receives

a base salary of $ 31,250 per month ($ 375,000 annually) and is eligible to receive an annual bonus in an amount of up to 50 % of his base

salary, to be paid based on achieving Key Performance Indicators (“KPIs”) to be established by SemaConnect in collaboration

Reddy is also entitled

to receive equity awards in the form of restricted common stock of our company (“RCSs”) with an aggregate annual value of

up to 50% of his base salary, subject to adjustment from time to time, under our 2018 Incentive Compensation Plan (the “Plan”).

The RCSs would vest in equal one-third increments on each anniversary of the date of grant, provided that Mr.

Reddy (i) is employed by

SemaConnect on each such date and (ii) satisfies the KPIs and other performance criteria established by the Plan.

Additionally, Mr.

Reddy is entitled to certain severance benefits upon

the occurrence of one of the following events:

(i) we do not elect to renew Mr.

Reddy’s employment with SemaConnect or offer him

a position as a service provider (a “Non-renewal Trigger Event”) or (ii) SemaConnect terminates Mr.

Reddy’s employment

without cause (a “Termination Trigger Event”).

Upon a Non-renewal Trigger Event, Mr.

Reddy is entitled to three months of

his base salary.

Upon a Termination Trigger Event, Mr.

Reddy is entitled to his base salary for an additional number of months equal to

the number of months he was employed with SemaConnect, not to exceed 12 months.

SUBSEQUENT EVENTS

July 29, 2022, Michael D.

Farkas, the Company’s Chairman and Chief Executive Officer, and other senior executives of the company

who are responsible for the acquisition and integration of SemaConnect, at the discretion of Mr.

Farkas, were granted one-time performance-based

restricted stock awards under the Company’s 2018 Incentive Compensation Plan.

A total number of 590,458 shares of common stock,

with a market value on the grant date of $ 12.5 million, were awarded to the executives.

The agreements provide that Messrs.

Farkas, Brendan

Jones, President, Michael P.

Rama, Chief Financial Officer, Aviv Hillo, General Counsel, and Harjinder Bhade, Chief Technology Officer,

will each receive 472,367 , 47,237 , 23,618 , 23,618 and 23,618 shares of common stock, respectively.

The awards of performance-based restricted stock are

intended to provide an appropriate incentive structure for the executive management team of our company to integrate and commercialize

the SemaConnect acquisition given the transformational nature of the acquisition in a way that is aligned with stockholder interests.

The awards of these performance-based restricted stock become vested based on a series of six performance hurdles that must be achieved

before the third anniversary of the grants, as described in greater detail below.

In addition to the closing of the SemaConnect acquisition

with certain cost savings as the initial 20% vesting event, the vesting of the remaining 80% of the restricted stock is generally determined

based on the (i) integration of SemaConnect’s hardware and software platforms, (ii) integration of its business processes, (iii)

integration of its human capital processes, (iv) delivery and execution of a product rationalization roadmap and new productionready units

for UL certification, and (v) our common stock’s closing price reaching on average for a period of ten consecutive trading days

a price of $ 23.78 , which is 50 % over the price paid by us to SemaConnect shareholders in the acquisition, in each case without regard

to the order of achieving the foregoing hurdles.

The Board has discretion to determine when each performance hurdle has been achieved

and to accelerate awards pursuant to the program.

As of September 30, 2022, the remaining cost for the Upgrade is approximately $ 870

for certain host owned and Company owned and

operated EV charging stations.

During the nine months ended September 30, 2022, the Company incurred $ 2,762

related to these upgrades.

The Upgrade project

is expected to be completed by December 31, 2022.

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-Q

Item 1. Financial Statements