What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-14 compared with 2022-03-16 · 1394 added, 1331 removed, 891 unchanged (75% of the section changed)

AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

of Disclosure Controls and Procedures

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

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Management has designed disclosure controls and procedures

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

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

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

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

31, 2021 because of a material weakness.

Management’s Annual Report on Internal

Control Over Financial Reporting

31, 2022 due to the material weaknesses in internal control over financial reporting described below.

after giving full consideration to the material weaknesses described below, and the additional analyses and other procedures the Company

performed to ensure that its consolidated financial statements included in this Annual Report on Form 10-K were prepared in accordance

GAAP, Blink’s management has concluded that its consolidated financial statements present fairly, in all material respects,

its financial position, results of operations and cash flows for the periods disclosed in conformity with U.S.

Annual Report on Internal Control Over Financial Reporting

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

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

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

Blink Holdings, B.V.

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

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

network across Europe.

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

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

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

This subsidiary’s

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

companies’ controls by year-end, management has excluded both SemaConnect and Electric Blue Limited (“EB”) from its

evaluation of disclosure controls and procedures and internal controls over financial reporting and changes therein from the date of

such acquisition through December 31, 2022.

SemaConnect’s total assets and total revenues represent approximately 7% and 30%, respectively,

and EB’s total assets and total revenues represent approximately 3% and 8% respectively, of the related consolidated financial

statement amounts of Blink Charging Co.

as of and for the year ended December 31, 2022.

Our management assessed the

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

The framework used by management in making that

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

by the Committee of Sponsoring Organizations of the Treadway Commission.

In performing that assessment management considered the substantial

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

Management however concluded that, during

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

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

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

associated with the financial close, revenue and inventory processes.

These deficiencies,

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

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

might not be prevented or detected on a timely basis.

Management expects to remediate these

control deficiencies during 2022.

Changes in Internal Control Over Financial

management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.

The framework used by

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

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

Based on this evaluation, the Chief

Executive Officer and Chief Financial Officer have concluded that, during the period covered by this report, such internal controls and

procedures were not effective as of December 31, 2022 because of material weaknesses reported below.

● During the fourth quarter of 2022, management identified IT deficiencies relating to change management and the restriction of access to

a sub-system at a subsidiary.

Fiscal 2022 was the initial year that this subsidiary was subjected to testing its internal controls over

financial reporting.

Once these deficiencies were identified, management remediated the design of these controls.

As this remediation

occurred late in the fourth quarter of 2022, it was deemed too late to sufficiently test the remediated controls’ operational effectiveness.

Accordingly, management has considered it to be a material weakness in internal controls over financial reporting as of December 31, 2022.

Management expects to remediate this control during 2023.

Company’s internal controls over financial reporting did not detect a miscalculation

of a certain non-cash share-based compensation transaction on a timely basis.

views this miscalculation as an isolated occurrence but considers this control deficiency

a material weakness in internal controls over financial reporting as of December 31, 2022.

Management expects to remediate this control during 2023.

in Internal Control Over Financial Reporting

2022, management continued to implement improvements to the Company’s internal control system.

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

support the Company’s SOX compliance program.

support the Company’s compliance program.

The Audit Committee was actively engaged and exercised continuous oversight throughout

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security controls.

As a result of the internal

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

The Company maintains

effective controls over the management of logical and administrative access.

The Company completed

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

2021, the Company had identified certain design deficiencies in its management and analytical review controls associated with the financial

close, revenue and inventory processes.

As a result of the internal controls initiatives referenced above, the 2021 reported material

weakness has been remediated and is operating effectively.

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

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and Subsidiaries (the “Company”) internal control over financial reporting as of December

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

of the Treadway Commission.

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

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

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

of Sponsoring Organizations of the Treadway Commission.

31, 2022, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring

Organizations of the Treadway Commission.

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

paragraph on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over

financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework (2013) issued

by the Committee of Sponsoring Organizations of the Treadway Commission.

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

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or detected on a timely basis.

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

on Internal Control Over Financial Reporting”:

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

and revenue processes were not designed effectively.

Specifically, the Company had

deficiencies in the design of process level controls.

These deficiencies, combined with inadequate

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

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

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

The following material weaknesses have been identified and included in Management’s Annual Report on Internal

Control Over Financial Reporting:

of the Company’s subsidiaries did not implement program change management and user access

controls to ensure that a) IT program and data changes affecting the Company’s financial

IT applications & underlying accounting records, are identified, tested, authorized and

implemented appropriately b) appropriate segregation of duties that would adequately restrict

user and privileged access to validate that data produced by its relevant IT system were

complete and accurate.

of the Company’s controls associated with the calculation of stock-based compensation

awards were not operating effectively.

deficiencies, combined with inadequate compensating review controls, created a reasonable

possibility that a material misstatement, individually or in the aggregate, to the consolidated

financial statements might not be prevented or detected on a timely basis and represents

a material weakness in the Company’s internal control over financial reporting.

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

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

2022 consolidated financial statements, and this report does not affect our report dated March 14, 2023 on those financial

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

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

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

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

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

control over financial reporting.

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

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

subsidiaries, SemaConnect, Inc.

and Electric Blue Limited, from its assessment of internal control over financial reporting as of December

31, 2022 because these entities were acquired by the Company in purchase business combinations during 2022.

We have also excluded SemaConnect,

and Electric Blue Limited from our audit of internal control over financial reporting.

These subsidiaries’ combined total

assets and total revenues represent approximately 10% and 38.0%, respectively, of the related consolidated financial statement amounts

as of and for the year ended December 31, 2022.

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

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

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

Over Financial Reporting”.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting

based on our audit.

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be filed within 120 days of our fiscal 2022 year-end.

FINANCIAL STATEMENT SCHEDULES.

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

AND FINANCIAL STATEMENT SCHEDULES.

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

Sale and Purchase Agreement, dated April 22, 2022, between the shareholders of Electric Blue Limited, and Blink Holdings B.V.

and Blink Charging Co.

Agreement and Plan of Merger, dated as of June 13, 2022, by and among Blink Charging Co., Blink Sub I Corp., Blink Sub II LLC, SemaConnect, Inc.

and Shareholder Representative Services LLC (solely in its capacity as the stockholders’ representative)

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

Bylaws, as amended most recently on January 29, 2018

Certificate of Designations for Series D Preferred Stock

Warrant Agency Agreement by and between the Company and Worldwide Stock Transfer, LLC and Form of Warrant Certificate for Registered Offering

Certificate of Withdrawal for Series A Convertible Preferred Stock

Certificate of Withdrawal for Series B Preferred Stock

Certificate of Withdrawal for Series C Convertible Preferred Stock

Certificate of Withdrawal for Series D Convertible Preferred Stock

Form of Common Stock Purchase Warrant dated April 9, 2018

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2018 Incentive Compensation Plan

Intentionally

Employment Agreement, dated January 9, 2020, between Blink Charging Co.

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

and Brendan Jones

of the Registrant

of Marcum LLP

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

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

1350 Certification of Principal Executive Officer

1350 Certification of Principal Financial Officer

Presentation.

and Brendan S.

Employment Agreement, dated April 20, 2021, between Blink Charging Co.

and Harjinder Bhade

Employment Agreement, dated May 19, 2022, between Blink Charging Co.

and Michael P.

Employment Agreement, dated May 19, 2022, between Blink Charging Co.

and Aviv Hillo

Form of Registration Rights Agreement, dated as of June 15, 2022, by and among Blink Charging Co., the equityholders of SemaConnect, Inc.

and each equityholder of SemaConnect, Inc.

to which Blink shares were issued

Employment Offer Letter, dated June 15, 2022, between SemaConnect, LLC, a Blink Charging company, and Mahi Reddy

Sales Agreement, dated September 2, 2022, between Blink Charging Co.

and the Sales Agents

Employment Offer Letter, dated June 15, 2022, between SemaConnect LLC and Mark Pastrone, as assumed by Blink Charging Co.

on November 29, 2022

Subsidiaries of the Registrant

Consent of Marcum LLP

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

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

Section 1350 Certification of Principal Executive Officer

Section 1350 Certification of Principal Financial Officer

XBRL Instance.

XBRL Presentation.

XBRL Calculation.

XBRL Definition.

a management contract or compensatory plan or arrangement.

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registrant and in the capacities and on the dates indicated.

of the Board of Directors and Chief Executive Officer

of the Board and Chief Executive Officer

March 14, 2023

Executive Officer)

Financial Officer (Principal Financial and Accounting Officer)

Chief Operating Officer and Director

Carmen Perez-Carlton

Perez-Carlton

March 14, 2023

Mahidhar Reddy

Executive Officer of SemaConnect and Director

March 14, 2023

Ritsaart J.M.

van Montfrans

March 14, 2023

van Montfrans

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets as of December 31, 2021 and 2020

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

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

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

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

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

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

/s/ Cedric L.

March 14, 2023

TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020

Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2022, 2021 and 2020

Consolidated Statement of Changes in Stockholders’ Equity for the Year Ended December 31, 2022

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

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

Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 and our report dated

March 16, 2022 , expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting

because of the existence of material weaknesses.

March 14, 2023 , expressed an adverse opinion on the effectiveness of the Company’s internal control over financial

reporting because of the existence of material weaknesses.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

financial statements based on our audit s .

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

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and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a

reasonable basis for our opinion.

Our audit s also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

The critical audit matters communicated below

are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to

the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our

especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion

on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate

opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Combination – Blue Corner NV

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Audit Matter Description

described in Note 3 to the consolidated financial statements, the Company acquired Blue Corner NV in May 2021.

This acquisition

was accounted for as a business combination.

We identified the evaluation of the acquisition date fair value of the intangible assets

acquired as a critical audit matter.

described in Note 3 to the consolidated financial statements, the Company acquired SemaConnect, Inc.

and Electric Blue Limited in

June 2022 and April 2022, respectively.

These acquisitions were accounted for as business combinations.

We identified the

evaluation of the acquisition date fair value of the intangible assets acquired as a critical audit matter.

principal consideration for our determination that the evaluation of the acquisition date fair values of the intangible assets acquired

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of the reasonableness of significant assumptions to the models, including the applied discount

Value of Certain Performance Based Stock Option Awards

Audit Matter Description

Company issued a performance based stock option award with an aggregate grant date fair value of approximately $13.5 million, approximately

$12.2 million of which is included in “ Compensation” in the Company’s consolidated statement of operations for

the year ended December 31, 2021.

As disclosed in Note 12 and Note 16 to the consolidated financial statements, the fair value of this

performance based stock option award was estimated using a Monte Carlo simulation.

management’s estimate of fair value was complex and highly judgmental due to the significant measurement uncertainty in determining

the fair values of the performance based stock option award.

In particular, the fair value estimates of performance based stock option

awards are sensitive to changes in significant assumptions such as discount rates and volatility.

These assumptions are affected by expected

future market or economic conditions.

the Critical Audit Matter was addressed in the Audit

obtained a copy of the Company’s estimated fair value of the performance stock option award including an independent valuation

report used by management, in accordance with ASC 718 ( Compensation – Stock Compensation ).

test the estimated fair values of the stock option award, our audit procedures included:

obtained the valuation report prepared by management’s third party valuation specialists.

We performed the following procedures in respect to the valuation report:

assessed the qualifications of the third party specialists who performed the analysis and

prepared the report;

tested the mathematical accuracy of all the schedules used in the analysis.

assistance from our valuation specialists, we evaluated the reasonableness of the valuation

methodology and significant inputs and assumptions, including the following:

- Volatility;

dividend yield;

- Sensitivity

analysis using inputs provided by management;

- Re-performed

a Monte Carlo simulation model.

have served as the Company’s auditor since 2014.

AND SUBSIDIARIES

March 14, 2023

Balance Sheets

thousands except for share amounts)

Current Assets:

Cash and cash equivalents

Accounts receivable, net

Inventory, net

and cash equivalents

receivable, net

expenses and other current assets

Total Current Assets

Restricted cash

Property and equipment, net

Operating lease right-of-use asset

Intangible assets, net

Liabilities and Stockholders’

Current Liabilities:

Accounts payable

Accrued expenses and other

current liabilities

Current portion of notes

Current portion of operating

lease liabilities

Current Assets

and equipment, net

lease right-of-use asset

and Stockholders’ Equity

expenses and other current liabilities

portion of operating lease liabilities

portion of financing lease liabilities

portion of deferred revenue

Total Current Liabilities

Operating lease liabilities, non-current portion

Other liabilities

Notes payable, non-current portion

Deferred revenue, non-current

Series B Convertible Preferred Stock, 10,000 shares

designated, 0 shares issued and outstanding as of December 31, 2021 and 2020

Commitments and contingencies (Note 16)

Stockholders’ Equity:

Preferred stock, $ 0.001

par value, 40,000,000

shares authorized;

Series A Convertible Preferred Stock, 20,000,000

shares designated, 0 shares issued and outstanding as of December 31, 2021 and

Series C Convertible Preferred Stock, 250,000

shares designated, 0

shares issued and outstanding as of December 31, 2021 and

Series D Convertible Preferred Stock, 13,000

shares designated, 0

shares issued and outstanding as of December 31, 2021 and

Preferred stock, value

Common stock, $ 0.001 par value, 500,000,000

shares authorized, 42,423,514 and 35,951,097 shares issued and outstanding as of December 31, 2021 and 2020, respectively

Additional paid-in capital

Accumulated other comprehensive

Current Liabilities

consideration

Consideration

lease liabilities, non-current portion

revenue, non-current portion

and contingencies (Note 16)

Stockholders’

stock, $ 0.001 par value, 500,000,000 shares authorized, 51,476,445 and 42,423,514 shares issued and outstanding as of December 31,

2022 and 2021, respectively

paid-in capital

other comprehensive loss

Stockholders’ Equity

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

AND SUBSIDIARIES

Statements of Operations

thousands except for share and per share amounts)

For The Years

Product sales

Charging service

revenue -company-owned charging stations

Grant and rebate

Ride-sharing services

Cost of Revenues:

Cost of product sales

Cost of charging services

- company-owned charging stations

Host provider fees

Network costs

Warranty and repairs and

Ride-sharing services

the Years 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

Cost of Revenues

Operating Expenses:

General and administrative

and administrative expenses

operating expenses

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From Operations

Other Income (Expense):

Interest income

Dividend and interest income

Foreign transaction loss

Gain on forgiveness of

Gain on settlement of debt

Gain on settlement of accounts

Change in fair value of

derivative and other accrued liabilities

Income (Expense):

(expense) income

and interest income

transaction loss

on forgiveness of PPP loan

on settlement of accounts payable, net

in fair value of derivative and other accrued liabilities

(expense) income, net

Other Income (Expense)

Net Loss Per Share:

Weighted Average Number of Common Shares

Other (Expense) Income

Loss Before Income Taxes

Provision for income taxes

Loss Per Share:

Average Number of

Shares Outstanding:

Average Number of Common

Shares Outstanding:

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

AND SUBSIDIARIES

Statements of Comprehensive Loss

For the Years

Other Comprehensive Income (Loss):

Reclassification adjustments

of gain on sale of marketable securities included in net loss

Cumulative translation

in fair value of marketable securities

Total Comprehensive

the Years Ended

Comprehensive Income (Loss):

Reclassification

adjustments of gain on sale of

marketable securities included in net loss

translation adjustments

Comprehensive Loss

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

AND SUBSIDIARIES

Statement of Changes in Stockholders’ Equity

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Stockholders’

Balance - January 1, 2021 -

- January 1, 2022

$ ( 242,470 )

Common stock issued

in public offering, net of issuance costs [1]

Common stock issued upon exercises of options

Common stock issued upon cashless exercises

of options and warrants

Common stock issued as consideration for property

and equipment

Common stock issued as purchase consideration

of Blue Corner

Stock-based compensation

Common stock issued upon conversion of Series D convertible preferred stock

Common stock issued upon conversion of Series D convertible preferred stock, shares

Common stock issued upon exercise of warrants

Common stock issued upon exercise of warrants, shares

Common stock issued in satisfaction of accrued issuable equity

Common stock issued in satisfaction of accrued issuable equity, shares

Options issued in satisfaction of accrued issuable equity

Common stock issued upon cashless warrant exercise

Common stock issued upon cashless warrant exercise, shares

Common stock issued upon cashless option exercise

Common stock issued upon cashless option exercise, shares

Other comprehensive loss

Balance - December

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

stock issued in public offering, net of issuance costs

stock issued as purchase consideration of SemaConnect

stock issued as purchase consideration of Electric Blue

stock issued upon exercises of warrants

stock issued upon cashless exercise of warrants

stock issued upon exercise of options

comprehensive loss

- December 31, 2022

$ ( 334,030 )

gross proceeds of $ 232,060 ,

less issuance costs of $ 10,727 .

[1] Includes gross

proceeds of $ 7,697 , less issuance costs of $ 311 .

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

AND SUBSIDIARIES

Statement of Changes in Stockholders’ Equity

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thousands except for share amounts)

Preferred Stock

Comprehensive

Stockholders’

Balance - January 1, 2020

- January 1, 2021

$ ( 187,351 )

Stock-based compensation

Common stock issued

in public offering [1]

Common stock issued

in public offering

Common stock issued upon conversion of Series

D convertible preferred stock

Common stock issued upon exercise of warrants

Common stock issued in satisfaction of accrued

issuable equity

Common stock issued as consideration for acquisition

Options issued in satisfaction of accrued issuable

Common stock issued upon cashless warrant exercise

Common stock issued upon cashless option exercise

Other comprehensive income

Balance - December 31, 2020

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

stock issued in public offering, net of issuance costs

stock issued upon exercises of options and warrants

stock issued upon cashless exercises of options and warrants

stock issued as consideration for property and equipment

stock issued as purchase consideration of Blue Corner

comprehensive loss

- December 31, 2021

$ ( 242,470 )

gross proceeds of $ 20,000 ,

less issuance costs of $ 819 .

[1] Includes gross

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

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

AND SUBSIDIARIES

Statement of Changes in Stockholders’ Equity

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Stockholders’

Balance - January 1, 2019

- January 1, 2020

$ ( 169,505 )

Balance, value

$ ( 169,505 )

Stock-based compensation

Restricted stock issued in satisfaction of

accrued issuable equity

Common stock issued upon conversion of Series

D convertible preferred stock

Return and retirement of common stock

Other comprehensive income

Balance - December 31, 2019

stock issued in public offering [1]

stock issued in public offering

stock issued upon conversion of Series D convertible preferred stock

stock issued upon exercise of warrants

stock issued in satisfaction of accrued issuable equity

stock issued as consideration for acquisition

issued in satisfaction of accrued issuable equity

stock issued upon cashless warrant exercise

stock issued upon cashless option exercise

comprehensive income

- December 31, 2020

$ ( 187,351 )

Balance, value

$ ( 187,351 )

[1] Includes gross

proceeds of $ 20,000 , less issuance costs of $ 819 .

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

AND SUBSIDIARIES

Statements of Cash Flows

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and interest income

in fair value of contingent consideration

in fair value of derivative and other accrued liabilities

on disposal of fixed assets

on impairment of intangible assets

on settlement of debt

for slow moving and obsolete inventory

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from sale of marketable securities

consideration of SemaConnect, net of cash acquired

of marketable securities

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of engineering costs

consideration of Blue Corner, net of cash acquired of $ 243

consideration of Blue Corner, net of cash acquired

acquired in the purchase of BlueLA Carsharing, LLC

consideration of Electric Blue, net of cash acquired

acquired in the purchase of U-Go Stations, Inc.

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from issuance of notes payable

of financing liability in connection with finance lease

of notes payable

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of Exchange Rate Changes on Cash and Cash Equivalents

Increase In 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 Year

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Cash and cash equivalents and restricted cash

the year ended December 31, 2021, includes gross proceeds of $ 232,060 ,

less issuance costs of $ 10,727

directly from the offering proceeds.

For the year ended December 31, 2020, includes gross

proceeds of $ 20,000 ,

less issuance costs of $ 825

directly from the offering proceeds.

[1] For the year ended

December 31, 2022, includes gross proceeds of $ 7,697 , less issuance costs of $ 311 deducted directly from the offering proceeds.

For the year ended December 31, 2021, includes gross proceeds of $ 232,060 , less issuance costs of $ 10,727 deducted directly from the

offering proceeds.

For the year ended December 31, 2020, includes gross proceeds of $ 20,000 , less issuance

costs of $ 825 deducted directly from the offering proceeds.

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

AND SUBSIDIARIES

Statements of Cash Flows — Continued

For The Years

Supplemental Disclosures

of Cash Flow Information:

Cash paid during the year

Non-cash investing and

financing activities:

additional pain-in capital for public offering issuance costs for public offering issuance costs that were previously paid

Common stock issued as

consideration for property and equipment

Common stock issued as

purchase consideration of Blue Corner

Options issued in satisfaction

of accrued issuable equity

Net assets (excluding cash)

acquired in the acquisition of BlueLA Carsharing, LLC

Internal use software obtained in exchange for financing

Right-of-use assets obtained

in exchange for lease obligations

Change in fair value of

marketable securities

Transfer of inventory to

property and equipment

Common stock issued as

purchase consideration for the acquisition of U-Go Stations,Inc.

Net assets (excluding cash)

acquired in the acquisition of U-Go Stations, Inc.

Accrued interest converted

to notes payable

Common stock issued in

satisfaction of accrued issuable equity

Accrual of additional stock

consideration for U-Go Stations, Inc.

the Years Ended

Disclosures of Cash Flow Information:

paid during the year for:

investing and financing activities:

of additional pain-in capital for public offering issuance costs for public offering issuance costs that were previously paid

stock issued as consideration for property and equipment

stock issued as purchase consideration of Blue Corner

issued in satisfaction of accrued issuable equity

assets (excluding cash) acquired in the acquisition of BlueLA Carsharing, LLC

use software obtained in exchange for financing liability

assets obtained in exchange for lease obligations

and equipment obtained in exchange for finance lease obligations

of inventory to property and equipment

stock issued as purchase consideration for the acquisition of U-Go Stations, Inc.

assets (excluding cash) acquired in the acquisition of U-Go Stations, Inc.

interest converted to notes payable

stock issued in satisfaction of accrued issuable equity

of additional stock consideration for U-Go Stations, Inc.

stock issued as purchase consideration of SemaConnect

stock issued as purchase consideration of Electric Blue

assets obtained in exchange for financing liability

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

AND SUBSIDIARIES

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

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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.

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of Covid-19 and multiple Covid-19 variants.

The Company has taken and continues to take precautions to ensure the safety

of its employees, customers and business partners, while assuring business continuity and reliable service and support to its customers.

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

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

As federal, state

and local economies begin to return to pre-pandemic levels, the Company expects demand for charging station usage to increase,

however, the Company is unable to predict the extent of such recovery due to the uncertainty of Covid-19.

the Company is unable to predict the ultimate impact of equipment order delays, chip shortage and continuous presence of Covid-19

will have on its business, future results of operations, financial position, or cash flows.

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

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 Covid-19.

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

5 unchanged sentences

The results of operations for the years ended December 31, 2022, 2021 and 2020 include

the results of operations of BlueLA Carsharing LLC, U-Go Stations Inc., and Blue Corner NV.

of their respective dates of acquisition.

the results of operations of BlueLA Carsharing LLC, U-Go Stations Inc., Blue Corner NV, Electric Blue and SemaConnect, Inc.

respective dates of acquisition.

of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S.

requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and

expenses, together with amounts disclosed in the related notes to the financial statements.

The Company’s significant estimates

used in these financial statements include, but are not limited to, stock-based compensation, accounts receivable reserves, warranty

reserves, inventory valuations ,goodwill, the valuation allowance related to the Company’s deferred tax

assets, the carrying amount of intangible assets, right of use assets and related leases payable estimates of future EV sales and the

effects thereon, derivative liabilities and the recoverability and useful lives of long-lived assets.

Certain of the Company’s

estimates could be affected by external conditions, including those unique to the Company and general economic conditions.

It is reasonably

possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from

those estimates.

AND SUBSIDIARIES

GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets,

liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements.

Company’s significant estimates used in these financial statements include, but are not limited to, stock-based compensation,

accounts receivable reserves, inventory valuations, goodwill, the valuation allowance related to the Company’s deferred tax

assets, the carrying amount of intangible assets, right of use assets and related leases payable estimates of future EV sales and

the effects thereon, derivative liabilities and the recoverability and useful lives of long-lived assets.

Certain of the

Company’s estimates could be affected by external conditions, including those unique to the Company and general economic

It is reasonably possible that these external factors could have an effect on the Company’s estimates and could

cause actual results to differ from those estimates.

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

As of December 31, 2022, the Company had cash and

working capital of $ 36,562 and $ 48,962 , respectively.

During the year ended December 31, 2022, 2021, and 2020, the Company incurred a

net loss of $ 91,560 , $ 55,119 , $ 17,846 and respectively.

During the year ended December 31, 2022, 2021, and 2020 the Company used cash

in operating activities of $ 82,365 , $ 40,570 , and $ 18,070 , respectively.

During the year ended December

31, 2022, the Company sold an aggregate of 558,721 shares of common stock under an “at-the-market” equity offering program

for aggregate gross proceeds of $ 7,697 , less issuance costs of $ 311 which were recorded as a reduction to additional paid-in capital.

See Note 12 – Stockholders’ Equity.

In February 2023, the Company completed an underwritten

registered public offering of 8,333,333 shares of its common stock at a public offering price of $ 12.00 per share.

The Company received

approximately $ 100,000 in gross proceeds from the public offering and approximately $ 95,000 in net proceeds after deducting the underwriting

discount and offering expenses paid by the Company.

In addition, the underwriters have a 30-day option to purchase up to an additional

1,249,999 shares of common stock from the Company at the public offering price, less the underwriting discounts and commissions.

17 – Subsequent Events.

The Company expects that Its cash on hand will fund

its operations for at least 12 months after the issuance date of these financial statements.

Since inception, the Company’s operations have

primarily been funded through proceeds received in equity and debt financings.

The Company believes it has access to capital resources

and continues to evaluate additional financing opportunities.

There is no assurance that the Company will be able to obtain funds on commercially

acceptable terms, if at all.

There is also no assurance that the amount of funds the Company might raise will enable the Company to complete

its development initiatives or attain profitable operations.

The Company’s operating needs include the planned costs to operate its business, including amounts required

to fund working capital and capital expenditures.

The Company’s future capital requirements and the adequacy of its available funds

will depend on many factors, including the Company’s ability to successfully commercialize its products and services, competing

technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies

to enhance or complement its product and service offerings.

VALUE OF FINANCIAL INSTRUMENTS

value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date and is measured using inputs in one of the following three categories:

1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to

Valuation of these items does not entail a significant amount of judgment.

2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar

assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities.

3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value

of the assets or liabilities.

The Company considers cash and cash equivalents,

accounts receivable, accounts payable and accrued liabilities to meet the definition of financial instruments.

As of December 31, 2022

and 2021, the carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate

their fair value due to the relatively short period of time between their origination and their expected realization or payment.

carrying amount of consideration payable approximate its fair value as the terms are comparable to terms currently offered by local lending

institutions for arrangements with similar terms to industry peers with comparable credit characteristics.

AND CASH EQUIVALENTS

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its cash and cash equivalents with major financial institutions.

receivables are carried at their contractual amounts, less a provision for credit losses.

As of December 31, 2021

and 2020, there was an allowance for credit losses of $ 1,262

ACCOUNTS AND OTHER RECEIVABLES

and other receivables are carried at their contractual amounts, less a provision for current expected credit losses.

represents the Company’s best estimate of expected credit losses it may experience in the Company’s receivable

As of December 31, 2022 and 2021, there was an allowance for expected credit losses of $ 2,548

and $ 1,262 ,

respectively.

Management estimates the allowance for uncollectible accounts based on an ongoing review of existing economic conditions,

the financial conditions of the customers, historical trends in credit losses, and the amount and age of past due accounts.

The Company adopted Accounting

Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326)” on January 1, 2020

and the Company determined that an adjustment was not required as a result of the implementation of the new standard.

is comprised of electric charging stations and related parts, which are available for sale or for warranty requirements.

stated at the lower of cost and net realizable value.

Cost is determined by the first-in, first-out method.

Inventory that is sold to

third parties is included within cost of sales and inventory that is installed on the premises of participating owner/operator properties,

where the Company retains ownership, is transferred to property and equipment at the carrying value of the inventory.

The Company periodically

reviews for slow-moving, excess or obsolete inventories.

Products that are determined to be obsolete, if any, are written down to net

realizable value.

Based on the aforementioned periodic reviews, the Company recorded an inventory reserve for slow-moving or excess inventory

of December 31, 2021 and 2020, respectively.

of December 31, 2021 and 2020, the Company’s inventory was comprised solely of finished goods that are available for sale.

AND SUBSIDIARIES

Management estimates the allowance for credit losses based on an ongoing review of existing economic

conditions, the financial conditions of the customers, historical trends in credit losses, and the amount and age of past due

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

is comprised of electric charging stations, related parts and components, sub-components, sub-assemblies and finished products.

is stated at the lower of cost and net realizable value.

Cost is determined by the first-in, first-out method.

Inventory that is sold

to third parties is included within cost of sales and inventory that is installed on the premises of participating owner/operator properties,

where the Company retains ownership, is transferred to property and equipment at the carrying value of the inventory.

Cost of parts and

components include the purchase and related costs incurred in bringing the products to their present location and condition.

periodically reviews for slow-moving, excess or obsolete inventories.

Products that are determined to be obsolete, if any, are written

down to net realizable value.

Based on the aforementioned periodic reviews, the Company recorded an inventory reserve for slow-moving

or excess inventory of $298 and $162 as of December 31, 2022 and 2021, respectively.

As of December 31, 2022, the Company’s inventory

was comprised $25,754 of finished goods that were available for sale and $8,986 of raw material and work in process.

As of December 31,

2021, the Company’s inventory was comprised of finished goods inventory that were available for sale.

Changes in the balance of inventory reflected on the balance sheet are the result of the impact of the change in

foreign currency exchange rates.

AND EQUIPMENT

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using the straight-line method over the estimated useful lives of the assets.

OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT

Computer software and office and computer equipment

Machinery and equipment, automobiles, furniture

Installed Level 2 electric vehicle charging

Installed Level 3 (DC Fast Chargers

(“DCFC”)) electric vehicle charging stations

SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT

software and office and computer equipment

and equipment, automobiles, furniture and fixtures

Level 2 electric vehicle charging stations

Level 3 (DC Fast Chargers (“DCFC”)) electric vehicle charging stations

property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and

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the straight-line method over their remaining estimated useful lives.

charging stations represents the cost, net of accumulated depreciation, of charging devices that have been installed on the premises

of participating owner/operator properties or are earmarked to be installed.

The Company had no EV charging stations that were not placed

in service as of December 31, 2021 and 2020.

charging stations represents the cost, net of accumulated depreciation, of charging equipment and installation of the charging equipment

that have been installed on the premises of participating owner/operator properties or are earmarked to be installed.

Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying

12 unchanged sentences

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

The Upgrade is expected to cost approximately $ 1,750

to upgrade certain of the Company’s owned

and operated EV charging stations.

During the fourth quarter of 2021, the Company concluded the Upgrade was a triggering event in accordance

with ASC 360 and, accordingly, assessed the recoverability of its long-lived assets related to its US EV charging stations by performing

a recoverability test and determined the estimated undiscounted future cash flows (which included the estimated cash outflows related

to the estimated cost of the Upgrade) related to its EV chargers exceeded their carrying value, accordingly, concluded no impairment

existed as of December 31, 2021.

During the year ended December 31, 2022, the Company incurred $3,809 related to these

As of December 31, 2022, the charger upgrades were substantially complete.

Note 4 – Property and Equipment for additional details.

AND SUBSIDIARIES

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

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The Company has

elected to perform its annual goodwill impairment review on November 1 of each year utilizing a qualitative assessment to determine

if it was more likely than not that the fair value of each of its reporting units was less than their respective carrying values and

concluded that no impairment existed.

the years ended December 31, 2021, 2020 and 2019, no

impairment charge relating to goodwill was recognized.

See Note 7, Goodwill, for further information on goodwill.

elected to perform its annual goodwill impairment review on November 1 of each year utilizing a qualitative assessment to determine if

it was more likely than not that the fair value of each of its reporting units was less than their respective carrying values and concluded

that no impairment existed.

the years ended December 31, 2022, 2021 and 2020, no impairment charge relating to goodwill was recognized.

See Note 7 - Goodwill for

further information.

intangible assets primarily include trade name, customer relationships, favorable leases, internally developed technology, capitalized

9 unchanged sentences

There were no indicators, events or changes in circumstances that would

indicate intangible assets were impaired during the year ended December 31.

indicate intangible assets were impaired during the years ended December 31, 2022, 2021 or 2020.

Company operates a single segment business.

5 unchanged sentences

Company’s reporting currency is the United States dollar.

The functional currency of certain subsidiaries is the Euro.

liabilities are translated based on the exchange rates at the balance sheet date ( 1.1325

as of December 31, 2021), while expense

accounts are translated at the weighted average exchange rate for the period of 1.1722

for the year ended December 31, 2021.

accounts are translated at historical exchange rates.

The resulting translation adjustments are recognized in stockholders’ equity

as a component of accumulated other comprehensive income.

Comprehensive income (loss) is defined as the change in equity of an entity

from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as

described above.

Transaction gains and losses are charged to the statement of operations as incurred.

Transaction losses attributable

to foreign exchange were $ 124

during the year ended December 31, 2021.

AND SUBSIDIARIES

The functional currency of certain subsidiaries is the Euro and the

Indian Rupee.

Assets and liabilities are translated based on the exchange rates at the balance sheet date ( 1.0701

for the Euro, and 0.0121 for

the Indian Rupee, as of December 31, 2022 and 1.1325

for the Euro as of December 31, 2021), while expense accounts are translated at the weighted average exchange rate for the period

for the Euro and 0.0121

for the Indian Rupee, for the year ended December 31, 2022 and 1.1722

for the Euro during the year ended December 31, 2021).

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 losses attributable to

foreign exchange were $ 600

during the years ended December 31, 2022 and 2021, respectively.

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

Company recognizes revenue pursuant to Topic 606 of the Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”), “Revenue from Contracts with Customers” (“ASC 606”).

The core principle of

ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that

reflects the consideration to which the company expects to be entitled in exchange for those goods or services.

ASC 606 defines a five-step

process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue

recognition process than required under previous accounting principles generally accepted in the United States of America (“U.S.

GAAP”) including identifying performance obligations in the contract, estimating the amount of variable consideration to include

in the transaction price and allocating the transaction price to each separate performance obligation.

Company recognizes revenue primarily from five different types of contracts:

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

is completed.

sales – Revenue is recognized at the point where the customer obtains control of the goods and the Company satisfies its

performance obligation, which generally is at the time it ships the product to the customer.

fees and other – Represents a stand-ready obligation whereby the Company is obligated to perform over a period of time

and, as a result, revenue is recognized on a straight-line basis over the contract term.

Network fees are billed annually.

services – Primarily related to ride-sharing services agreement between the Company’s wholly-owned subsidiary, BlueLA

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

The Company recognizes revenue over the contractual period of performance of the subscription.

– Primarily related to charging service revenue from non-company-owned charging stations.

Revenue is recognized from non-company-owned

charging stations at the point when a particular charging session is completed in accordance with a contractual relationship between

the Company and the owner of the station.

Other revenues also comprise revenues generated from alternative fuel credits.

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

OF REVENUE RECOGNITION BY CONTRACT

For The Years

Revenues - Recognized at

a Point in Time

Product sales

Charging service revenue

- company-owned charging stations

Company recognizes revenue primarily from four different types of contracts with customers:

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 installation of the product.

service revenue – company-owned charging stations - Revenue is recognized at the

point when a particular charging session is completed.

fees and other – Represents a stand-ready obligation whereby the Company is obligated

to perform over a period of time and, as a result, revenue is recognized on a straight-line basis over the contract term.

fees are billed annually.

– Other revenues primarily comprises of revenues generated from alternative fuel

following table summarizes our revenue recognized in the consolidated statements of operations:

SCHEDULE OF REVENUE RECOGNITION BY CONTRACT

The Years Ended

- Recognized at a Point in Time

service revenue - company-owned charging stations

Revenues - Recognized at a Point in Time

Revenues - Recognized Over

a Period of Time:

Ride-sharing services

- Recognized Over a Period of Time:

and other fees

Revenues - Recognized Over a Period of Time

Revenue Under ASC 606

AND SUBSIDIARIES

Revenues - Other:

Ride-sharing services

Grant and rebate

Total Revenues - Other

following table summarizes our revenue recognized in the consolidated statements of operations by geographical area:

OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA

The Years Ended

by Geographical Area

International

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

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RECOGNITION – CONTINUED

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

OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA

For The Years

Revenues by Geographical

International

Revenue Under ASC 606

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

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

of December 31, 2021, the Company had $ 2,986

related to contract liabilities where performance

obligations have not yet been satisfied, which has been included within deferred revenue on the consolidated balance sheets as of December

of December 31, 2022, the Company had $ 15,830 related to contract liabilities where performance obligations have not yet been satisfied,

which has been included within deferred revenue on the consolidated balance sheets as of December 31, 2022.

The Company expects to satisfy

of its remaining performance obligations

for network fees, warranty revenue, product sales, and other and recognize the revenue within the next twelve months.

$ 10,572 of its remaining performance obligations for network fees, warranty revenue, product sales, and other and recognize the revenue

within the next twelve months.

The Company has elected to apply the practical expedient to expense costs to obtain contracts at the time the liability is incurred when

the expected amortization periods is one year or less.

the year ended December 31, 2022, the Company recognized $ 1,136

of revenues related to network fees and warranty

contracts, which was included in deferred revenues as of December 31, 2020.

During the year ended December 31, 2020, the Company recognized

of revenues related to network fees and warranty contracts,

which was included in deferred revenues as of December 31, 2019.

During the year ended December 31, 2019, the Company recognized $ 191

of revenues related to network fees and warranty

contracts, which was included in deferred revenues as of December 31, 2018.

the years ended December 31, 2021, 2020, and 2019, there was no

revenue recognized from performance obligations

satisfied (or partially satisfied) in previous periods.

rebates and alternative fuel credits, which are not within the scope of ASC 606, pertaining to revenues and periodic expenses, are recognized

as income when the related revenue and/or periodic expense are recorded.

Grants and rebates related to EV charging stations and their

installation are deferred and amortized in a manner consistent with the related depreciation expense of the related asset over the useful

life of the charging station.

During the years ended December 31, 2021, 2020 and 2019, the Company recorded $ 400 ,

respectively, related to

grant and rebate revenue.

As of December 31, 2021 and 2020, there was $ 70

of deferred grant and

rebate revenue to be amortized.

of revenues related to network fees and warranty contracts that were included in deferred revenues as of December 31, 2021.

the year ended December 31, 2021, the Company recognized $ 514

of revenues related to network fees and warranty contracts that were included in deferred revenues as of December 31, 2020.

the year ended December 31, 2020, the Company recognized $ 466

of revenues related to network fees and warranty contracts that were included in deferred revenues as of December 31,

the years ended December 31, 2022, 2021, and 2020, there was no revenue recognized from performance obligations satisfied (or partially

satisfied) in previous periods.

rebates and alternative fuel credits, which are not within the scope of ASC 606, pertaining to revenues and periodic expenses, are

recognized as income when the related revenue and/or periodic expense are recorded.

Grants and rebates related to EV charging

stations and their installation are deferred and amortized in a manner consistent with the related depreciation expense of the

related asset over the useful life of the charging station.

During the years ended December 31, 2022, 2021 and 2020, the Company

recorded $ 296 ,

respectively, related to grant and rebate revenue.

During the years ended December 31, 2022, 2021 and 2020, the Company recognized

respectively, of revenue related to alternative fuel credits, which is included within other revenue on the consolidated statements of

respectively, of revenue related to alternative fuel credits, which is included within other revenue on the consolidated statements

of operations.

Furthermore, ride-sharing services, which are not within scope of ASC 606, pertain to revenues and expenses related

to a ride-sharing services agreement with the City of Los Angeles which allows customers the ability to rent electric vehicles

through a subscription service.

The Company recognizes revenue over the contractual period of performance of the subscription which

are short term in nature.

During the years ended December 31, 2022, 2021 and 2020, the Company recognized $ 1,268 ,

respectively, related to ride-sharing services revenue.

Company participates in various advertising programs.

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Advertising costs charged to operations for the years ended December 31, 2022, 2021 and 2020 were $ 2,618 ,

respectively, and are included in selling and marketing on the consolidated statements of operations.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

$ 84 and $ 15 , respectively, and are included in selling and marketing on the consolidated statements of operations.

CONCENTRATIONS

of December 31, 2021, accounts receivable from a significant customer were approximately 18 %

of total accounts receivable.

During the year ended December 31, 2021, sales to a significant

customer represented 12 %

of December 31, 2022, accounts payable to a significant vendor were approximately 15 % of total accounts payable.

During the year

ended December 31, 2021, sales to a significant customer represented 12 %

of total revenue.

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of total revenue.

During the year ended December 31, 2019, sales to a significant customer represented 11 %

of product sales.

During the year ended December 31, 2021 and 2020, the Company made purchases from a significant supplier that represented 23 % and 12 %

During the year ended December 31, 2022 and 2021, the Company made purchases from a significant supplier that

represented 19 % and 23 %

respectively, of total purchases.

4 unchanged sentences

options granted using the Black-Scholes option pricing model.

to Consolidated Financial Statements

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

Company determines if an arrangement is a lease at inception.

1 unchanged sentence

assets and operating lease liabilities in our consolidated balance sheets.

Finance leases are included in property and equipment and

finance lease liabilities on the consolidated balance sheets.

assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease

payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at commencement date based on the present

value of lease payments over the lease term.

As most of our leases do not provide an implicit rate, the Company uses its incremental

borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement

The operating lease ROU asset also includes any lease payments made and excludes lease incentives.

Our lease terms may include

options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Lease expense for lease payments

is recognized on a straight-line basis over the lease term.

ROU assets and liabilities are recognized at commencement date based on the present value of lease payments

over the lease term.

As most of our leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on

the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date.

The operating

lease ROU asset also includes any lease payments made and excludes lease incentives.

Our lease terms may include options to extend or

terminate the lease when it is reasonably certain that we will exercise that option.

Lease expense for lease payments is recognized on

a straight-line basis over the lease term.

Company provides charging services at designated locations on the hosts property at which the charging station is situated.

1 unchanged sentence

thereof, the host shares in the monthly revenue generated by the charging station on a percentage basis.

As the charging station

monthly revenue generated is variable, the host’s monthly revenue derived there from is similarly variable.

In accordance with

ASC 842 the hosts’ portion of revenue is variable and not predicated on an index or rate, as defined, these payments are not within

the scope ASC 842.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

As the charging station monthly

revenue generated is variable, the host’s monthly revenue derived there from is similarly variable.

In accordance with ASC 842

the hosts’ portion of revenue is variable and not predicated on an index or rate, as defined, these payments are not within the

scope ASC 842.

Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included in the

19 unchanged sentences

expense in the Company’s consolidated statements of operations.

As of December 31, 2021 and 2020 the Company had no liability for

unrecognized tax benefits.

The Company does not expect the unrecognized tax benefits to change significantly over the next 12 months.

March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”).

CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security

payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations

and technical corrections to tax depreciation methods for qualified improvement property.

Under ASC 740, the effects of new legislation

are recognized upon enactment.

Such provisions did not have a material impact on the Company’s consolidated financial statements.

AND SUBSIDIARIES

Prior to acquiring SemaConnect, Inc., the Company had no material

unrecognized tax benefits and no adjustments to its financial position.

However, the acquisition of SemaConnect, Inc.

brought with it

certain unrecognized tax benefits.

As of December 31, 2022 the Company had gross unrecognized tax benefits of $ 1,436 .

The Company does

not expect the unrecognized tax benefits to change significantly over the next 12 months.

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

10 unchanged sentences

the Years Ended

Convertible preferred

restricted common stock

3 unchanged sentences

that a liability has been incurred and the amount of the assessment can be reasonably estimated.

RECLASSIFICATIONS

prior year balances have been reclassified in order to conform to current year presentation.

These reclassifications have no effect on

previously reported results of operations or loss per share.

ADOPTED ACCOUNTING STANDARDS

December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes,”

(“ASU 2019-12”) which is intended to simplify various aspects related to accounting for income taxes.

ASU 2019-12 removes

certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application.

ASU 2019-12 is effective for the Company beginning in fiscal 2021.

The adoption of this ASU did not have a material impact on the Company’s

condensed consolidated financial statements and related disclosures

January 2021, the FASB issued ASU No.

2021-01 “Reference Rate Reform — Scope,” which clarified the scope of ASC 848

relating to contract modifications.

The Company determined that this ASU did not have a material effect on the Company’s business

operations and consolidated financial statements.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

ADOPTED ACCOUNTING STANDARDS - CONTINUED

In June 2016, the FASB issued ASU 2016-13, “Financial

Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments” (“ASU

In April 2020, the FASB issued clarification to ASU 2016-13 within ASU 2020-04, Codification Improvements to Topic 326,

Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments.

This guidance is effective

for public business entities that meet the definition of a Securities and Exchange Commission filer, excluding eligible smaller reporting

companies, for fiscal years beginning after December 15, 2019.

The Company adopted ASU 2016-13 effective January 1, 2020 and its adoption

did not have a material impact on its consolidated financial statements or disclosures.

August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”

(“ASU 2020-06”) which simplifies the accounting for convertible instruments by eliminating certain accounting models when

the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not

result in substantial premiums accounted for as paid-in-capital.

Under this ASU, certain debt instruments with embedded conversion features

will be accounted for as a single liability measured at its amortized cost.

Additionally, this ASU eliminates the treasury stock method

to calculate diluted earnings per share for convertible instruments.

The new guidance is effective for annual periods beginning after

December 15, 2021, including interim periods within those fiscal years.

Early adoption is permitted.

The Company adopted ASU 2020-06

effective January 1, 2022 which eliminates the need to assess whether a beneficial conversion feature needed to be recognized upon either

(a) the issuance of new convertible instruments;

or (b) the resolution of any contingent beneficial conversion features.

May 2021, the FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic

470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity

(Subtopic 815-40):

Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options”

(“ASU 2021-04”).

This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications

or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification

This standard is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods

within those fiscal years.

Issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective

date of the new standard.

Early adoption is permitted, including adoption in an interim period.

If an issuer elects to early adopt the

new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period.

The Company adopted ASU 2021-04 effective January 1, 2022 and its adoption did not have a material impact on its consolidated

financial statements and disclosures.

RECENTLY ISSUED ACCOUNTING STANDARDS

ISSUED ACCOUNTING STANDARDS

October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805)” (“ASU 2021-08”).

4 unchanged sentences

permitted, including adoption in an interim period.

The Company is evaluating this new standard and its impact on its consolidated financial

statements and related disclosures.

AND SUBSIDIARIES

The Company adopted ASU 2021-08 effective January 1, 2023 and its adoption did not have a material impact on its

consolidated financial statements and disclosures.

March 2022, the FASB issued ASU 2022-02, “Financial Instruments—Credit Losses (Topic 326), Troubled Debt Restructurings

(TDRs) and Vintage Disclosures” that eliminate the accounting guidance for TDRs by creditors in Subtopic 310-40,

Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings

and restructurings by creditors when a borrower is experiencing financial difficulty.

Rather than applying the recognition and

measurement guidance for TDRs, an entity must apply the loan refinancing and restructuring guidance to determine whether a

modification results in a new loan or a continuation of an existing loan.

The amendment also requires an entity disclose

current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of

Subtopic 326.

The amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within

those fiscal years.

Entities should apply the amendments prospectively except for the transition method related to the recognition

and measurement of TDRs, an entity has the option to apply a modified retrospective transition method, resulting in a

cumulative-effect adjustment to retained earnings in the period of adoption.

Early adoption of the amendments are permitted,

including adoption in an interim period.

If an entity elects to early adopt the amendments in an interim period, the guidance should

be applied as of the beginning of the fiscal year that includes the interim period.

An entity may elect to early adopt the

amendments about TDRs and related disclosure enhancements separately from the amendments related to vintage disclosures.

adopted ASU 2022-02 effective January 1, 2023 and its adoption did not have a material impact on its consolidated financial

statements and disclosures.

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

ISSUED ACCOUNTING STANDARDS - CONTINUED

June 2022, the FASB issued ASU 2022-03, “ Fair

Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ”

which amends guidance in Topic 820, Fair Value Measurement.

The guidance clarifies that a contractual restriction on the sale of an

equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring

the fair value.

The guidance also clarifies that an entity cannot, as a separate unit of account, recognize and measure

a contractual sale restriction.

The amendment requires the following disclosures for equity securities subject

to contractual sale restrictions:

the fair value of equity securities subject

to contractual sale restrictions;

the nature and remaining duration of the restriction(s);

and the circumstances

that could cause a lapse in the restriction(s).

The amended guidance is effective January 1, 2024 on a prospective basis.

adoption is permitted.

The Company is currently assessing the impact of adopting this

new accounting standard on its consolidated financial statements and related

September 2022, the FASB issued ASU 2022-04, “ Liabilities

- Supplier Finance Programs (Subtopic 405-50) Disclosure of Supplier Finance Program Obligations ” to

require entities that use supplier finance programs in connection with purchase of goods and services to disclose the key terms of such

programs and information about obligations outstanding at the end of the reporting period, including a rollfo r ward

of those obligations of where in the financial statements outstanding amounts are present.

The guidance does not affect the recognition,

measurement, or financial statement presentation of supplier finance program obligations.

The Company adopted ASU 2022-04 effective January

1, 2023 and its adoption did not have a material impact on its consolidated financial statements and related disclosures.

December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848), Deferral of the Sunset Date of Topic

848” that extends the period of time preparers can utilize the reference rate reform relief guidance provided by ASU

2020-04 and ASU 2021-01, which are discussed above.

ASU 2022-06, which was effective upon issuance, defers the sunset date of this

prior guidance from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief

guidance in Topic 848.

The Company adopted ASU 2022-06 effective January 1, 2023 and its

adoption did not have a material impact on its consolidated financial statements and disclosures.

BUSINESS COMBINATIONS

SEMACONNECT, INC.

June 15, 2022, the Company completed the acquisition of SemaConnect, Inc., a Delaware corporation (“SemaConnect”) pursuant

to an Agreement and Plan of Merger, dated as of June 13, 2022 (“Acquisition Agreement”), by and among the Company, Blink

Sub I Corp., Blink Sub II LLC, SemaConnect and Shareholder Representative Services LLC (solely in its capacity as the stockholders’

representative).

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.

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.

The fair value of the common stock consideration was

determined by the closing price of the Company’s common stock on the acquisition date.

Included in the cash consideration was

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.

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

Consideration:

cash consideration

Purchase Consideration

relationships

developed technology

and equipment

revenue- non current portion

liability- non current portion

net working capital

Value of Identified Net Assets

Unidentified Goodwill Value

to Consolidated Financial Statements

thousands except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

connection with the acquisition of SemaConnect, the Company acquired tradename, customer relationships, internally developed technology

and non-compete agreements.

Company used the relief from royalty method when determining the fair value of the acquired trademark and internally developed technology.

The fair value was determined by applying an estimated royalty rate to revenues, measuring the

value the Company would pay in royalties to a market participant if it did not own the trademark and internally developed technology

and had to license it from a third party.

The trademark was assigned a useful life of two years and the internally developed technology

was assigned a useful life of three years.

determining fair value of customer relationships, a form of income approach, known as the multi period excess earnings method was used.

The fair value was determined by calculating the present value of estimated future operating

cash flows generated from the existing customers less costs to realize the revenue.

The Company applied a discount rate of 20 % ,

which reflected the nature of the assets as they relate to the risk and uncertainty of the estimated future operating cash flows.

significant assumptions used to estimate the fair value of the customer contracts include an assumed income tax rate of 26 % .

customer relationships were assigned a 5 year useful life.

Company used a discounted cash flow model when determining the fair value of the non-compete agreements, significant assumptions include

a discount rate of 20 % and an assumed income tax rate of 26 % .

The non-compete agreements were assigned a useful life of two years .

fair value of working capital accounts were determined to be the carrying values due to the short-term nature of the assets and liabilities.

The fair value of property and equipment

was estimated by applying the cost approach.

The cost approach uses the replacement or reproduction cost as an indicator of fair value.

The assumptions of the cost approach include replacement cost new, projected capital expenditures, and physical deterioration factors

including economic useful life, remaining useful life, age, and effective age.

components of debt free net working capital are as follows:

expenses and other current assets

current assets

current liabilities:

consideration payable

portion of lease liability

portion of notes payable

expenses and other current liabilities

current liabilities

free net working capital

consolidated financial statements of the Company include the results of operations of SemaConnect from June 15, 2022 to December 31,

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 December 31,2022 included revenues of $ 18,411 and a net loss of $ 3,295 .

following table presents the unaudited pro forma consolidated results of operations for the years ended December 31, 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 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 Years Ended

$ ( 102,444 )

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

2021 historical period.

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 $ 3,407 during the year ended December 31, 2022.

to Consolidated Financial Statements

thousands except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

April 22, 2022, pursuant to a Sale and Purchase Agreement dated April 22, 2022, the Company acquired, through its Dutch subsidiary,

Blink Holdings B.V., all of the outstanding capital stock of Electric Blue Limited (“EB”), a private company limited by shares and

registered in England and Wales, from its shareholders.

Headquartered in St.

Albans, United Kingdom, EB is a

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

EB works with local authorities and

businesses to create the infrastructure the United Kingdom needs to meet the 2050 net zero emissions target and prepare for the 2030

ban on the sale of new petrol and diesel cars and vans.

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.

The fair value of the common stock consideration was determined by the closing price of the Company’s common

stock on the acquisition date.

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 December 31, 2022, the estimated fair value of

the Contingent Consideration was $ 1,316 .

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.

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

Consideration:

consideration

Purchase Consideration

relationships

developed technology

and equipment

revenue- non current portion

net working capital deficit

Value of Identified Net Assets

Unidentified Goodwill Value

to Consolidated Financial Statements

thousands except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

BLUE LIMITED – CONTINUED

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

Current assets:

Accounts receivable

Prepaid expenses and other current assets

Total current assets

Less current liabilities:

Accounts payable

Current portion of lease liabilities

Current portion of notes payable

Accrued expenses and other current liabilities

Total current liabilities

Debt free net working capital deficit

Company used the relief from royalty method when determining the fair value of the acquired trademark and internally developed technology.

The fair value was determined by applying an estimated royalty rate to revenues, measuring the

value the Company would pay in royalties to a market participant if it did not own the trademark and internally developed technology

and had to license it from a third party.

The trademark was assigned a useful life of one and half years and the internally developed

technology was assigned a useful life of one year.

determining fair value of customer relationships, a form of income approach, known as the multi period excess earnings method was used.

The fair value was determined by calculating the present value of estimated future operating

cash flows generated from the existing customers less costs to realize the revenue.

The Company applied a discount rate of 23 % ,

which reflected the nature of the assets as they relate to the risk and uncertainty of the estimated future operating cash flows.

significant assumptions used to estimate the fair value of the customer contracts include an assumed income tax rate of 25 % .

assigned useful life for customer relationships was approximately six years .

Company used a discounted cash flow model when determining the fair value of the non-compete agreements, significant assumptions include

a discount rate of 23 % and an assumed income tax rate of 25 % .

The non-compete agreements were assigned a useful life of two years .

Company used a Monte-Carlo based simulation model when determining the fair value of the contingent consideration.

The model takes into

account the Company’s projections as well as an assumed discount rate of 12 % .

fair value of working capital accounts were determined to be the carrying values due to the short-term nature of the assets and liabilities.

The fair value of property and equipment

was estimated by applying the cost approach.

The cost approach uses the replacement or reproduction cost as an indicator of fair value.

The assumptions of the cost approach include replacement cost new, projected capital expenditures, and physical deterioration factors

including economic useful life, remaining useful life, age, and effective age.

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

in foreign currency exchange rates.

consolidated financial statements of the Company include the results of operations of EB from April 22, 2022 to December 31, 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 December

31, 2022 included revenues of $ 4,601 and a net loss of $ 4,355 .

following table presents the unaudited pro forma consolidated results of operations for the years ended December 31, 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 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 Years Ended

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 consolidated statements of operations.

Acquisition-related costs were $ 376 during the year ended December 31, 2022.

Note 11 – Fair Value Measurement for additional information.

to Consolidated Financial Statements

thousands except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

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

26 unchanged sentences

Company may incur by reason of any misrepresentation or breach of warranty by Blue Corner under the Share Purchase Agreement.

order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for Blue Corner, the Company engaged

a third-party independent valuation specialist to assist in the determination of fair values.

The final determination of the fair value

of assets and liabilities will be completed within the one-year measurement period as required by ASC Topic 805, Business Combinations

The Blue Corner acquisition will necessitate the use of this measurement period to adequately analyze and

assess the factors used in establishing the asset and liability fair values as of the acquisition date, including intangible assets,

accounts receivable, and certain fixed assets.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

ACQUISITION-CONTINUED

In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for Blue

Corner, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values.

The price purchase

price allocation was finalized during fiscal 2022 within the one-year measurement period.

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

OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Purchase price allocation

Consideration:

Purchase Consideration

Total Purchase Consideration

Customer relationships

Favorable leases

Internally developed technology

Non-compete agreements

Other liabilities

Debt-free net working capital

Fair Value of Identified

Remaining Unidentified Goodwill

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

in foreign currency exchange rates.

AND SUBSIDIARIES

relationships

developed technology

net working capital deficit

Value of Identified Net Assets

Unidentified Goodwill Value

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

ACQUISITION-CONTINUED

CORNER NV - CONTINUED

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

in foreign currency exchange rates.

components of debt free net working capital are as follows:

Current assets:

Accounts receivable

Prepaid expenses and other

current assets

expenses and other current assets

current assets

Less current liabilities:

Accounts payable and accrued

current liabilities:

payable and accrued expenses

current liabilities

free net working capital deficit

Goodwill was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and the amount

is attributable to the reputation of the business acquired, the workforce in place and the synergies to be achieved from this acquisition.

Goodwill of $ 19,027

from the acquisition of Blue Corner is expected

to be deductible for income tax purposes.

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.

$ 19,027 from the acquisition of Blue Corner is expected to be deductible for income tax purposes.

consolidated financial statements of the Company include the results of operations from Blue Corner as of May 10, 2021 to December 31,

2021 and do not include results of operations for the year ended December 31, 2020.

The results of operations of Blue Corner

from May 10, 2021 to December 31, 2021 included revenues of $ 7,553 and

a net loss of $ 2,567 .

The results of operations of Blue Corner from May

10, 2021 to December 31, 2021 included revenues of $ 7,553 and a net loss of $ 2,567 .

following table presents the unaudited pro forma consolidated results of operations for the year ended December 31, 2021 as if the acquisition

7 unchanged sentences

above pro forma information includes pro forma adjustments to remove the effect of interest expense recognized in the results of operations

of Blue Corner during the years ended December 31, 2021 and 2020 of $ 276

of Blue Corner during the years ended December 31, 2021 and 2020 of $ 276 and $ 579 ,

respectively.

AND SUBSIDIARIES

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

BUSINESS COMBINATION – CONTINUED

CARSHARING, LLC ACQUISITION

BUSINESS COMBINATIONS – CONTINUED

STATIONS, INC.

November 19, 2020 (“Closing Date”), the Company (the “Buyer”), entered into a Stock Purchase Agreement (the “SPA

Agreement”) with U-Go Stations, Inc.

(the “Target”), and pursuant thereto acquired from the Seller all of the ownership

interests of U-Go Stations, Inc.

consideration by the Buyer for the acquisition of U-Go included:

(a) 66,454 shares of the Company’s common stock and (b) $ 60 cash

payment on the later of (i) the first anniversary of the closing date;

or (ii) the date on which the final project of the Additional

Projects is awarded to U-Go and paid in full, the funds shall be held in escrow by the escrow agent until the second anniversary of the

closing date.

At the expiration of the escrow agreement, the balance of the $ 60 , if any, shall be converted to the Company’s common

stock determined by a formula outlined in the agreement.

SPA Agreement contains customary representations, warranties and covenants for a transaction of this type and nature.

Pursuant to the

terms of the SPA Agreement, the Seller indemnified the Company, the Purchaser and their respective affiliates and representatives for

breaches of the Seller’s representations and warranties, breaches of covenants and losses.

The Purchaser agreed to indemnify the

Seller and its affiliates and representatives for any breaches of the Purchaser’s representations and warranties, breaches of covenants

Company has accounted for this transaction as a business combination under ASC 805.

Accordingly, the assets acquired and the liabilities

assumed were recorded at their estimated fair value based on the date of acquisition.

Goodwill from the acquisition principally relates

to the fair value of the common stock consideration as well as the excess value of assumed liabilities over the fair value of identified

Since this transaction was a stock acquisition, goodwill is not tax deductible.

the date of acquisition, the purchase consideration consisted of the Company’s common stock.

The aggregate purchase price was allocated

to the assets acquired and liabilities assumed as follows:

OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Consideration:

consideration

Purchase Consideration

net working capital deficit

Value of Identified Net Assets

Unidentified Goodwill Value

to Consolidated Financial Statements

thousands except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

STATIONS, INC.

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

expenses and other current assets

current assets

current liabilities:

payable and accrued expenses

current liabilities

free net working capital deficit

below table provides select unaudited, pro forma consolidated results of operations as if the acquisition of U-Go had occurred on January

The pro forma results are not indicative of (i) the results of operations that would have occurred had the operations of this

acquisition actually occurred at the beginning of fiscal year 2020 or (ii) future results of operations.

OF PROFORMA INFORMATION OF OPERATIONS

the Years Ended

above pro forma information includes pro forma adjustments to remove the effect of the following non-recurring transactions:

merger expenses of $ 6 recognized in the Company’s results of operations during the year ended December 31, 2020.

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

Acquisition related costs are expensed as incurred and are recorded within general and administrative expenses on the consolidated statements

of operations.

Acquisition-related costs were $ 6 during the year ended December 31, 2020.

to Consolidated Financial Statements

thousands except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

CARSHARING, LLC

September 11, 2020 (“Closing Date”), the Company’s wholly-owned subsidiary, Blink Mobility, LLC (the “Purchaser”),

5 unchanged sentences

and (b) in the event BlueLA timely amends its carsharing services agreement with the City of Los Angeles, California, a cash payment

to the Seller of $ 1,000 ,

payable within three business days after such amendment (“Contingent Consideration”).

Under the Agreement, the amendment

to the carsharing services agreement with the City of Los Angeles was to be obtained by BlueLA no later than December 31, 2020, subject

to an extension to March 31, 2021 if a representative of the City of Los Angeles indicates to the Purchaser by the December 31, 2020

deadline its approval of the modifications to the carsharing services agreement, as more particularly outlined in the Agreement.

As of December 31, 2021 and 2020, the Company did not receive

an amendment nor indication to amend the carsharing service agreement thus the Company is not obligated to the Contingent Consideration.

to the Seller of $ 1,000 , payable within three business days after such amendment (“Contingent Consideration”).

Agreement, the amendment to the carsharing services agreement with the City of Los Angeles was to be obtained by BlueLA no later than

December 31, 2020, subject to an extension to March 31, 2021 if a representative of the City of Los Angeles indicates to the Purchaser

by the December 31, 2020 deadline its approval of the modifications to the carsharing services agreement, as more particularly outlined

in the Agreement.

As of December 31, 2021 and 2020, the Company did not receive an amendment nor indication to amend the carsharing service

agreement thus the Company is not obligated to the Contingent Consideration.

Agreement contains customary representations, warranties and covenants for a transaction of this type and nature.

9 unchanged sentences

S.A.S., provided certain transition and support services to BlueLA and the Purchaser following the closing and until December 31, 2020.

The Seller also guaranteed the payment of up to $ 175

in parking fees payable by BlueLA to the City

of Los Angeles, and BlueLA agreed to pay the Seller for any as-yet uncollected grants and rebates that BlueLA is entitled to obtain under

its carsharing services agreement with the City of Los Angeles.

In addition, the Seller agreed that, until September 10, 2023, the Seller

will not and will cause its subsidiaries or affiliates not to directly or indirectly, (i) own, operate, acquire, or establish a business,

or in any other manner engage alone or with others in carsharing and/or electric vehicle charging operation, or activity in the State

of California (whether as an operator, manager, employee, officer, director, consultant, advisor, representative or otherwise) excluding

any de minimis ownership interest in any business);

or (ii) intentionally induce or attempt to induce any customer, supplier or

other business relation of BlueLA to cease or refrain from working with BlueLA, or in any way adversely interfere with the relationship

between any such customer, supplier or other business relation and BlueLA.

The Company had acquired BlueLA in order to expand its presence

in the State of California.

The Seller also guaranteed the payment of up to $ 175 in parking fees payable by BlueLA to the City of Los Angeles, and BlueLA agreed

to pay the Seller for any as-yet uncollected grants and rebates that BlueLA is entitled to obtain under its carsharing services agreement

with the City of Los Angeles.

In addition, the Seller agreed that, until September 10, 2023, the Seller will not and will cause its subsidiaries

or affiliates not to directly or indirectly, (i) own, operate, acquire, or establish a business, or in any other manner engage alone

or with others in carsharing and/or electric vehicle charging operation, or activity in the State of California (whether as an operator,

manager, employee, officer, director, consultant, advisor, representative or otherwise) excluding any de minimis ownership interest

in any business);

or (ii) intentionally induce or attempt to induce any customer, supplier or other business relation of BlueLA to cease

or refrain from working with BlueLA, or in any way adversely interfere with the relationship between any such customer, supplier or other

business relation and BlueLA.

The Company had acquired BlueLA in order to expand its presence in the State of California.

the terms of the City of Los Angeles Agreement, amongst other obligations, during the initial term of the City of Los Angeles Agreement

(defined as approximately six years from the effective date of the City of Los Angeles Agreement), BlueLA

shall provide, manage, operate and maintain (i) usage agreements for electric vehicles in a quantity of no less than one hundred (100)

(see payment terms of Car Lease Agreement) and (ii) charging stations in a quantity of no less than two hundred (200) at approximately

forty (40) locations for an aggregate cost of approximately $20 per month.

the initial term, the City of Los Angeles shall have the right to renew the City of Los Angeles Agreement for renewal terms of two (2)

years each, with prior notice required, for a maximum of three renewal terms.

(defined as approximately six years from the effective date of the City of Los Angeles Agreement), BlueLA shall provide, manage, operate

and maintain (i) usage agreements for electric vehicles in a quantity of no less than one hundred (100) (see payment terms of Car Lease

Agreement) and (ii) charging stations in a quantity of no less than two hundred (200) at approximately forty (40) locations for an aggregate

cost of approximately $20 per month.

Following the initial term, the City of Los Angeles shall have the right to renew the City of Los

Angeles Agreement for renewal terms of two (2) years each, with prior notice required, for a maximum of three renewal terms.

Company has accounted for this transaction as a business combination under ASC 805.

6 unchanged sentences

The Contingent

Consideration of $ 1,000

is non-interest bearing and was recorded at its

estimated fair value of $ 245

based on a probability-weighted valuation technique

used to determine the fair value of the Contingent Consideration on the acquisition date.

See Note 11 – Fair Value Measurement

for assumptions utilized in the estimate of fair value of the Contingent Consideration.

During the fourth quarter of 2020, the Company

recorded a measurement period adjustment in order reduce the Contingent Consideration to $0 as of December 31, 2020 with a corresponding

decrease to goodwill.

AND SUBSIDIARIES

Consideration of $ 1,000 is non-interest bearing and was recorded at its estimated fair value of $ 245 based on a probability-weighted

valuation technique used to determine the fair value of the Contingent Consideration on the acquisition date.

See Note 11 – Fair

Value Measurement for assumptions utilized in the estimate of fair value of the Contingent Consideration.

During the fourth quarter of

2020, the Company recorded a measurement period adjustment in order reduce the Contingent Consideration to $0 as of December 31, 2020

with a corresponding decrease to goodwill .

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

BUSINESS COMBINATIONS – CONTINUED

CARSHARING, LLC ACQUISITION - CONTINUED

CARSHARING, LLC – CONTINUED

aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows:

OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Purchase price allocation

Purchase Consideration:

Consideration:

Purchase Consideration

12 unchanged sentences

free net working capital deficit

AND SUBSIDIARIES

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

BUSINESS COMBINATION – CONTINUED

CARSHARING, LLC ACQUISITION – CONTINUED

BUSINESS COMBINATIONS – CONTINUED

CARSHARING, LLC – CONTINUED

below table provides select unaudited, pro forma consolidated results of operations as if the acquisition of BlueLA had occurred on January

18 unchanged sentences

during the year ended December 31, 2020.

AND SUBSIDIARIES

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

BUSINESS COMBINATION – CONTINUED

STATIONS, INC.

November 19, 2020 (“Closing Date”), the Company (the “Buyer”), entered into a Stock Purchase Agreement (the “SPA

Agreement”) with U-Go Stations, Inc.

(the “Target”), and pursuant thereto acquired from the Seller all of the ownership

interests of U-Go Stations, Inc.

consideration by the Buyer for the acquisition of U-Go included:

shares of the Company’s common stock and

(b) $60 cash payment on the later of (i) the first anniversary of the closing date;

or (ii) the date on which the final project of the

Additional Projects is awarded to U-Go and paid in full, the funds shall be held in escrow by the escrow agent until the second anniversary

of the closing date.

At the expiration of the escrow agreement, the balance of the $ 60 ,

if any, shall be converted to the Company’s common stock determined by a formula outlined in the agreement.

SPA Agreement contains customary representations, warranties and covenants for a transaction of this type and nature.

Pursuant to the

terms of the SPA Agreement, the Seller indemnified the Company, the Purchaser and their respective affiliates and representatives for

breaches of the Seller’s representations and warranties, breaches of covenants and losses.

The Purchaser agreed to indemnify the

Seller and its affiliates and representatives for any breaches of the Purchaser’s representations and warranties, breaches of covenants

Company has accounted for this transaction as a business combination under ASC 805.

Accordingly, the assets acquired and the liabilities

assumed were recorded at their estimated fair value based on the date of acquisition.

Goodwill from the acquisition principally relates

to the fair value of the common stock consideration as well as the excess value of assumed liabilities over the fair value of identified

Since this transaction was a stock acquisition, goodwill is not tax deductible.

the date of acquisition, the purchase consideration consisted of the Company’s common stock.

The aggregate purchase price was allocated

to the assets acquired and liabilities assumed as follows:

OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

Purchase price allocation

Purchase Consideration:

Share consideration

Purchase Consideration

Notes payable

net working capital deficit

Value of Identified Net Assets

Unidentified Goodwill Value

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

BUSINESS COMBINATION – CONTINUED

STATIONS, INC.

ACQUISITION – CONTINUED

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

Current assets:

Accounts receivable

Prepaid expenses and other

current assets

Total current assets

Less current liabilities:

Accounts payable and accrued

Total current liabilities

Debt free net working capital

below table provides select unaudited, pro forma consolidated results of operations as if the acquisition of U-Go had occurred on January

The pro forma results are not indicative of (i) the results of operations that would have occurred had the operations of this

acquisition actually occurred at the beginning of fiscal year 2019 or (ii) future results of operations.

OF PROFORMA INFORMATION OF OPERATIONS

the Year Ended

above pro forma information includes pro forma adjustments to remove the effect of the following non-recurring transactions:

merger expenses of $ 6

recognized in the Company’s results

of operations during the year ended December 31, 2020.

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

Acquisition related costs are expensed as incurred and are recorded within general and administrative expenses on the consolidated statements

of operations.

Acquisition-related costs were $ 6

during the year ended December 31, 2020.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

PREPAID EXPENSES AND OTHER CURRENT ASSETS

of December 31, 2021 and 2020, prepaid expenses and other current assets was primarily comprised of alternative fuel credits ,

prepaid professional fees, prepaid maintenance, and

prepaid insurance

PROPERTY AND EQUIPMENT

and equipment consist of the following:

and equipment consisted of the following:

OF PROPERTY AND EQUIPMENT

EV charging stations

Office and computer equipment

Leasehold improvements

Machinery and equipment

Property and equipment, gross

charging stations

and computer equipment

and equipment

and equipment, gross

accumulated depreciation

Property and equipment,

and amortization expense related to property and equipment was $ 1,903 ,

for the years ended December 31, 2021, 2020 and

2019, respectively, of which, $ 1,531 ,

respectively, was recorded within cost of sales in the accompanying consolidated statements of operations.

and equipment, net

and amortization expense related to property and equipment was $ 5,432 , $ 1,904 , and $ 378 for the years ended December 31, 2022, 2021 and

2020, respectively, of which, $ 3,113 , $ 1,533 and $ 345 , respectively, was recorded within cost of sales in the accompanying consolidated

statements of operations.

the years ended December 31, 2022, 2021 and 2020, the Company disposed of property and equipment with a net book value of $ 463 , $ 798

which resulted in a loss on disposal of $ 156 ,

respectively, which was included within general and administrative expenses in the consolidated statements of operations.

the years ended December 31, 2021, 2020, and 2019 the Company transferred charging stations of $ 2,189 ,

from inventory into property and equipment.

January 22, 2021, the Company completed its purchase of approximately 10,000

square feet of office

condominium space which became the Company’s corporate headquarters.

The purchase price was $ 4,000 ,

of which, $ 600

was paid in the form of the Company’s

common stock ( 13,123

shares) and $ 3,400

Note 3 - Business Combination for additional details of the acquisition of property and equipment.

AND SUBSIDIARIES

and $ 368 which resulted in a loss on disposal of $ 113 , $ 156 and $ 279 , respectively, which was included within general and administrative

expenses in the consolidated statements of operations.

the years ended December 31, 2022, 2021, and 2020, the Company transferred charging stations of $ 5,283 , $ 2,189 and $ 1,980 from inventory

into property and equipment.

January 22, 2021, the Company completed its purchase of approximately 10,000 square feet of office condominium space which became the

Company’s corporate headquarters.

The purchase price was $ 4,000 , of which, $ 600 was paid in the form of the Company’s common

stock ( 13,123 shares) and $ 3,400 in cash.

Note 3 - Business

Combination for additional details of the acquisition of property and equipment.

Changes in the balance of property and equipment reflected on the balance sheet are the result of the impact of the

change in foreign currency exchange rates.

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

INTANGIBLE ASSETS

Intangible assets consist of the following:

OF INTANGIBLE ASSETS

Internal use software

Capitalized engineering costs

Customer relationships

Favorable leases

Internally developed technology

Non-compete agreements

Intangible assets, gross

assets consisted of the following:

SCHEDULE OF INTANGIBLE ASSETS

engineering costs

name and patents

relationships

developed technology

accumulated amortization

Intangible assets, net

the year ended December 31, 2019, the Company determined the carrying value of its trademarks and patents was not recoverable and, as

a result, recorded an impairment charge of $ 83

which was included within general and administrative

expenses on the consolidated statement of operations.

expense during the years ended December 31, 2021, 2020, and 2019 were $ 938 ,

respectively.

expense during the years ended December 31, 2022, 2021, and 2020 were $ 5,954 , $ 938 , and $ 61 , respectively.

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

1 unchanged sentence

Note 3 - Business Combination and Note 6 - Goodwill for additional details.

SCHEDULE OF CHANGES IN BALANCE OF INTANGIBLE ASSETS

Engineering Costs

Name and Patents

Relationships

Developed Technology

as of January 1, 2021

Balance as of December

Intangible assets beginning balance

currency translation

as of December 31, 2022

Intangible assets ending balance

average remaining amortization period at December 31, 2022 (in years)

SCHEDULE OF CHANGES IN ACCUMULATED AMORTIZATION

Engineering Costs

Name and Patents

Relationships

Developed Technology

as of January 1, 2021

Balance as of December

Intangible assets excluding goodwill beginning balance

currency translation

as of December 31, 2022

Intangible assets excluding goodwill ending balance

estimated future amortization expense is as follows:

OF ESTIMATED FUTURE AMORTIZATION EXPENSE

For the Years

Ending December 31,

AND SUBSIDIARIES

the Years Ending December 31,

intangible assets, net

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

consisted of the following:

Beginning balance as of January 1

Acquisition of U-Go Stations, Inc.

Acquisition of BlueLA Carsharing, LLC

Accrual of additional consideration for U-Go

Stations, Inc.

in goodwill during the years ended December 31, 2022 and 2021 were as follows:

balance - January 1,

Goodwil - beginning balance

of Electric Blue

Acquisition of SemaConnect

Accrual of additional consideration for U-Go Stations, Inc.

Acquisition of Blue Corner

Effect of translation

Ending balance as of December 31

Acquisition of Goodwill

of translation adjustments

balance - December 31,

- ending balance

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 “Initial Loan”), of 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

(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 Agreement”).

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.

In addition, the Company extended to the Target additional funding of $ 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.

amount of the loans is $ 950 (the “Development Loan”), which had been loaned to the Target as of December 31, 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.

of December 31, 2022, a total of $ 2,200 of loans made by the Company to the Target were included in other assets on the consolidated

balance sheet.

to Consolidated Financial Statements

thousands except for share and per share amounts)

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

expenses consist of the following:

OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued host fees

Accrued professional fees

expenses and other current liabilities consisted of the following:

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued wages

Other accrued expenses

Accrued host fees

Accrued professional, board and other fees

Accrued commissions

4 unchanged sentences

Internal use software liability

Other accrued expenses

Accrued interest

Total accrued expenses

Company provides a limited product warranty against defects in materials and workmanship for its Blink Network residential and commercial

chargers, ranging in length from one to two years.

The Company accrues for estimated warranty costs at the time of revenue recognition

and records the expense of such accrued liabilities as a component of cost of sales.

Estimated warranty costs are based on known warranty

issues and anticipated warranty costs.

Should actual cost to repair and failure rates differ significantly from estimates, the impact

of these unforeseen costs would be recorded as a change in estimate in the period identified.

For the year ended December 31, 2020 and

2019, the change in reserve was approximately $ ( 2 )

respectively.

expenses for the years ended December 31, 2021, 2020 and 2019 were $ 210 ,

respectively, which has been included within cost of revenues on the consolidated statement of operations.

As of December 31, 2021 and

2020 the Company recorded a warranty liability of $ 10

which represents the estimated cost to repair

those chargers under warranty or host owned chargers for which the host has procured a maintenance contract.

The Company records maintenance

and repairs expenses for chargers it owns deployed at host locations as incurred.

The Company estimates an approximate cost of $ 73

to repair those deployed chargers which it

owns as of December 31, 2021.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

Note 16 – Commitments and Contingencies – Taxes.

NOTES PAYABLE

PROTECTION PROGRAM

May 7, 2020, the Company received $ 856

in connection with a loan (the “PPP Loan”)

under the CARES Act Paycheck Protection Program (the “PPP”).

PPP provides for loans to qualifying businesses for amounts of up to 2.5 times their average monthly payroll expenses.

The loan principal

and accrued interest are forgivable, as long as the borrower uses loan proceeds for eligible purposes during the covered period following

disbursement, such as payroll, benefits, rent, and utilities, and maintains its payroll levels.

The amount of loan forgiveness is reduced

if the borrower terminates employees or reduces salaries during the covered period, subject to certain qualifications and exclusions.

As of December 31, 2020, the Company had utilized

of the proceeds of the PPP Loan.

May 7, 2020, the Company received $ 856 in connection with a loan (the “PPP Loan”) under the CARES Act Paycheck Protection

Program (the “PPP”).

The PPP provides for loans to qualifying businesses for amounts of up to 2.5 times their average monthly

payroll expenses.

The loan principal and accrued interest are forgivable, as long as the borrower uses loan proceeds for eligible purposes

during the covered period following disbursement, such as payroll, benefits, rent, and utilities, and maintains its payroll levels.

amount of loan forgiveness is reduced if the borrower terminates employees or reduces salaries during the covered period, subject to

certain qualifications and exclusions.

As of December 31, 2020, the Company had utilized all $ 856 of the proceeds of the PPP Loan.

the year ended December 31, 2021, the Company obtained forgiveness for its PPP Loans in the amount of $ 856

and recorded a gain on settlement

of debt on the consolidated statement of operations for the year ended December 31, 2021.

and recorded a gain on settlement of debt on the consolidated statement of operations for the year

ended December 31, 2021.

NOTES PAYABLE

connection with the U-Go acquisition, the Company had also assumed $ 165

in notes payable, however, these notes were subsequently

repaid during the year ended December 31, 2020.

connection with the U-Go acquisition, the Company had also assumed $ 165 in notes payable, however, these notes were subsequently repaid

during the year ended December 31, 2020.

See Note 3 – Business Combination – U-GO Stations, Inc.

Acquisition for details.

AND SUBSIDIARIES

connection with the SemaConnect and EB acquisitions, the Company had also assumed certain notes payable, however, $ 681 of principal were

subsequently repaid during the year ended December 31, 2022.

See Note 3 – Business Combination for details.

of December 31, 2022 and 2021, the Company had an outstanding note payable in the principal amount of $ 10 .

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

6 unchanged sentences

the related asset over their useful lives.

revenue consists of the following:

revenue consisted of the following:

OF DEFERRED REVENUE

Prepaid network, charging and maintenance

Total deferred revenue

Grant and other

network, charging and maintenance fees

deferred revenue

revenue, non-current portion

2 unchanged sentences

OF DEFERRED REVENUE RECOGNIZED

For the Year Ending

AND SUBSIDIARIES

the Year Ending

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

2 unchanged sentences

OF ASSUMPTIONS USED FOR VALUATION OF FAIR VALUE LIABILITIES

For the Years

Risk-free interest rate

the Years Ended

interest rate

1.63%- 4.73 %

1 unchanged sentence

0.16 %- 1.69 %

Contractual term (years)

Expected volatility

78 %- 143.8 %

Expected dividend yield

dividend yield

following table sets forth a summary of the changes in the fair value of Level 3 warrant liabilities that are measured at fair value

1 unchanged sentence

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

Warrant Liability

Beginning balance as of January 1

Change in fair value of

warrant liability

Ending balance as of December 31

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

Consideration

Beginning balance -

consideration assumed in BlueLA acquisition

in fair value of contingent consideration

balance - December 31,

Beginning balance -

in fair value of warrant liability

balance - December 31,

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

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

Option liability

Contingent consideration

December 31, 2021

Alternative fuel credits

Common stock liability

1 unchanged sentence

Total liabilities

Warrant liability

Total liabilities

AND SUBSIDIARIES

See Note 3 - Business Combinations for additional details.

addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities

at fair value on a nonrecurring basis.

Our non-financial assets, including goodwill, intangible assets, operating lease right of use

assets, and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount

exceeds the asset’s projected undiscounted cash flows.

These assets are recorded at fair value only when an impairment charge is

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

STOCKHOLDERS’ EQUITY

Company is authorized to issue 500,000,000

shares of common stock, $ 0.001

par value, and 40,000,000

shares of preferred stock, $ 0.001

holders of the Company’s common stock are entitled to one vote per share.

preferred stock is designated as follows:

Company is authorized to issue 500,000,000 shares of common stock, $ 0.001 par value, and 40,000,000 shares of preferred stock, $ 0.001

The holders of the Company’s common stock are entitled to one vote per share.

The preferred stock is designated as follows:

20,000,000 shares to Series A Convertible Preferred Stock;

10,000 shares to Series B Convertible Preferred Stock;

shares to Series C Convertible Preferred Stock;

250,000 shares to Series

C Convertible Preferred Stock;

13 shares to Series D Convertible Preferred Stock;

and 19,727 shares

undesignated.

and 19,727 shares undesignated.

INCENTIVE PLANS

9 unchanged sentences

an affiliate shall in all cases be non-qualified stock options.

option price must be at least 100 %

of the fair market value on the date of grant and if issued to a 10 %

or greater shareholder must be at least 110 %

of the fair market value on the date of the grant.

2018 Plan is to be administered by the Compensation Committee of the Board, which shall have discretion over the awards and grants thereunder.

The option price must be at least 100 % of the fair market value on the

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

The 2018 Plan is to be administered by the Compensation Committee of the Board, which shall have discretion over the awards and grants

aggregate maximum number of shares of common stock for which stock options or awards may be granted pursuant to the 2018 Plan is 5,000,000 ,

1 unchanged sentence

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

of December 31, 2021 and 2020, options to purchase 983,505

shares of options were outstanding respectively.

As of December 31, 2021 and 2020, 1,244,232

and 1,151,299

shares of common stock were outstanding to

employees and members of the Board of Directors of the Company, respectively.

As of December 31, 2021 and 2020, there were 2,772,263

and 3,231,630

securities available for future issuance under

the 2018 Plan, respectively.

January 2021, the Company completed an underwritten registered public offering of 5,660,000

shares of common stock at a public offering price

The Company received $ 232,060

in gross proceeds from the public offering, and

in net proceeds after deducting the underwriting

discount and offering expenses paid by the Company.

The Company’s Chief Executive Officer and one other officer participated in

the offering by selling a total of 550,000

shares of the Company’s common stock from

the exercise of the underwriter’s option to purchase additional shares.

The public offering was made pursuant to the Company’s

automatic shelf registration statement on Form S-3 filed with the SEC on January 6, 2021 and prospectus supplement dated January 7, 2021.

AND SUBSIDIARIES

of December 31, 2022 and 2021, options to purchase 1,060,535 and 983,505 shares of options were outstanding, respectively.

As of December

31, 2022 and 2021, 2,230,755 and 1,244,232 shares of common stock, respectively, were outstanding to employees and members of the Board

of Directors of the Company.

As of December 31, 2022 and 2021, there were 2,769,245 and 2,772,263 securities available for future issuance

under the 2018 Plan, respectively.

January 2021, the Company completed an underwritten registered public offering of 5,660,000 shares of common stock at a public offering

price of $ 41.00 per share.

The Company received $ 232,060 in gross proceeds from the public offering, and $ 221,406 in net proceeds after

deducting the underwriting discount and offering expenses paid by the Company.

The Company’s Chief Executive Officer and one other

officer participated in the offering by selling a total of 550,000 shares of the Company’s common stock from the exercise of the

underwriter’s option to purchase additional shares.

The public offering was made pursuant to the Company’s automatic shelf

registration statement on Form S-3 filed with the SEC on January 6, 2021 and prospectus supplement dated January 7, 2021.

Note 17 – Subsequent Events – Public Offering for details of an offering the Company closed subsequent to December 31, 2022.

AT-THE-MARKET OFFERING

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” equity offering program (the “2022 ATM”) pursuant to which the Company may issue

and sell from time to time shares of its common stock, having an aggregate offering price of up to $ 250,000 through the Agents, as the

Company’s sales agents.

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.

During 2022 and through December 31, 2022, the Company sold an aggregate of 558,721 shares of common stock under the ATM

program for aggregate gross proceeds of $ 7,697 , less issuance costs of $ 311 which were recorded as a reduction to additional paid-in

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

STOCKHOLDERS’ EQUITY – CONTINUED

AT-THE-MARKET

AT-THE-MARKET OFFERING

April 17, 2020, the Company entered into a sales agreement (“Sales Agreement”) with Roth Capital Partners, LLC (the “Agent”)

to conduct an “at-the-market” equity offering program (the “ATM”), pursuant to which the Company may issue and

sell from time-to-time shares of its common stock having an aggregate offering price of up to $ 20,000

(the “Shares”) through the Agent.

sell from time-to-time shares of its common stock having an aggregate offering price of up to $ 20,000 (the “Shares”) through

Sales of the Shares under the Sales Agreement were made in transactions that were deemed to be “at-the-market offerings”

4 unchanged sentences

thereto was filed with the SEC on April 17, 2020.

2020 and through December 31, 2020, the Company sold an aggregate of 3,597,833

shares of common stock under the ATM program

for aggregate gross proceeds of $ 20,000 ,

less issuance costs of $ 819

which were recorded as a reduction to additional

paid-in capital.

2020 and through December 31, 2020, the Company sold an aggregate of 3,597,833 shares of common stock under the ATM program for aggregate

gross proceeds of $ 20,000 , less issuance costs of $ 819 which were recorded as a reduction to additional paid-in capital.

D CONVERTIBLE PREFERRED STOCK

February 22, 2019, JMJ elected to convert 16

shares of Series D Convertible Preferred Stock

shares of the Company’s common stock at

a conversion price of $ 3.12

the year ended December 31, 2020, a holder elected to convert 5,125

shares of Series D Convertible Preferred Stock

into 1,642,628

shares of the Company’s common stock at

a conversion price of $ 3.12

The Company determined that the Series

D Convertible Preferred Stock did not include a beneficial conversion feature.

There are no longer any currently outstanding shares of

Series D Convertible Preferred Stock.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

STOCKHOLDERS’ EQUITY – CONTINUED

February 19, 2019, the Company retired 8,066

shares of common stock in accordance with a settlement

agreement with the former members of 350 Green LLC.

See Note 16 – Commitments and Contingencies – Litigation and Disputes

for additional details.

the year ended December 31, 2019, the Company issued an aggregate of 178,615

shares of common stock to independent board members

and an former officer of the Company pursuant to a certain agreement with an aggregate grant date fair value of $ 474,513

such amount was previously accrued for as of

December 31, 2018.

the year ended December 31, 2019, the Company issued an aggregate of 28,831

shares of common stock to consultants with an

aggregate issuance date fair value of $ 73,728 .

the year ended December 31, 2020, the Company issued an aggregate of 233,124

shares of common stock to employees of the Company

and consultants with an aggregate issuance date fair value of $ 525,769 .

Note 12 – Stockholder’s Equity - Preferred Stock for details associated with the issuance of common stock in connection

with the conversion of Series D Convertible Preferred Stock.

the year ended December 31, 2021, the Company issued 32,382

shares as partial consideration for its acquisition

of Blue Corner.

the year ended December 31, 2021, the Company issued an aggregate of 127,841

shares as compensation for services.

had an issuance date fair value of $ 3,950 .

the year ended December 31, 2021, the Company issued 13,123

shares as partial consideration for the purchase

of property and equipment.

the year ended December 31, 2020, a holder elected to convert 5,125 shares of Series D Convertible Preferred Stock into 1,642,628 shares

of the Company’s common stock at a conversion price of $ 3.12 per share.

The Company determined that the Series D Convertible Preferred

Stock did not include a beneficial conversion feature.

There are no longer any currently outstanding shares of Series D Convertible Preferred

the year ended December 31, 2020, the Company issued an aggregate of 233,124 shares of common stock to employees of the Company and consultants

with an aggregate issuance date fair value of $ 525,769 .

Note 12 – Stockholder’s Equity - Preferred Stock for details associated with the issuance of common stock in connection with

the conversion of Series D Convertible Preferred Stock.

the year ended December 31, 2021, the Company issued 32,382 shares as partial consideration for its acquisition of Blue Corner.

the year ended December 31, 2021, the Company issued an aggregate of 127,841 shares as compensation for services.

The shares had an issuance

date fair value of $ 3,950 .

the year ended December 31, 2021, the Company issued 13,123 shares as partial consideration for the purchase of property and equipment.

See Note 4 – Property and Equipment for additional details.

the year ended December 31, 2021, the Company issued an aggregate of 104,496

shares of common stock pursuant to cashless warrant

ad options exercises.

elsewhere within this Note, Note 3- Business Combinations and Note 14 – Related Parties for additional details.

Company recognized stock-based compensation expense related to common stock, stock options and warrants for the years ended December

31, 2021, 2020, and 2019 of $ 19,108 ,

respectively, which is included within compensation expense on the consolidated statement of operations.

As December 31, 2021, there

of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 1.23 years,

which includes $ 962 of

unrecognized stock-based compensation of expense relating to the special four-year performance option for the Company’s CEO

which is expected to be fully recognized by January 2022.

AND SUBSIDIARIES

the year ended December 31, 2021, the Company issued an aggregate of 104,496 shares of common stock pursuant to cashless warrant and

options exercises.

the year ended December 31, 2022, the Company issued an aggregate of 799,048 shares as compensation for services.

The shares had an issuance

date fair value of $ 6,087 .

elsewhere within this Note, Note 3 - Business Combinations and Note 14 – Related Parties for additional details related to the

issuance of common stock.

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

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 years ended December

31, 2022, 2021, and 2020 of $ 15,913 , $ 19,108 , and $ 948 , respectively, which is included within compensation expense on the consolidated

statement of operations.

As December 31, 2022, there was $ 13,239 of unrecognized stock-based compensation expense that will be recognized

over the weighted average remaining vesting period of 3.53 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 S.

Jones, President, Michael

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 December 31, 2022, the vesting performance hurdles related to the closing of the SemaConnect

acquisition and clause (v) outlined above was met.

AND OPTION VALUATION

11 unchanged sentences

with the expected term of the instrument being valued.

to Consolidated Financial Statements

thousands except for share and per share amounts)

STOCKHOLDERS’ EQUITY – CONTINUED

applying the Black-Scholes option pricing model to options granted, the Company used the following assumptions:

SUMMARY OF BLACK-SCHOLES OPTION PRICING MODEL TO STOCK OPTIONS GRANTED ASSUMPTION

For the Years

Risk free interest rate

the Years Ended

free interest rate

2.47 %- 3.25 %

1 unchanged sentence

0.33 %- 1.44 %

Expected term (years)

Expected volatility

115 %- 133.4 %

1 unchanged sentence

121.8 %- 139.9 %

Expected dividends

the year ended December 31, 2020, the Company issued an aggregate of 8,256

shares of the Company’s common stock pursuant

to the cashless exercise of options.

the year ended December 31, 2021, the Company issued an aggregate of 38,496

shares of the Company’s common stock pursuant

to the cashless exercise of options.

the year ended December 31, 2021, the Company issued an aggregate of 136,500

shares of the Company’s common stock pursuant

to a option exercise for aggregate net proceeds of $ 307 .

the year ended December 31, 2020, the Company issued an aggregate of 8,256 shares of the Company’s common stock pursuant to the

cashless exercise of options.

the year ended December 31, 2021, the Company issued an aggregate of 38,496 shares of the Company’s common stock pursuant to the

cashless exercise of options.

the year ended December 31, 2021, the Company issued an aggregate of 136,500 shares of the Company’s common stock pursuant to an

option exercise for aggregate net proceeds of $ 307 .

the year ended December 31, 2022, the Company issued an aggregate of 5,955 shares of common stock pursuant to warrant exercises for aggregate

net proceeds of $ 10 .

Note 16 – Commitments and Contingencies – CEO Employment Agreement for details associated with options granted to the Company’s

AND SUBSIDIARIES

summary of the option activity during the year ended December 31, 2022 is presented below:

SUMMARY OF OPTIONS ACTIVITY

January 1, 2022

Cancelled/forfeited/expired

December 31, 2022

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

1 unchanged sentence

OPTIONS – CONTINUED

summary of the option activity during the year ended December 31, 2021 is presented below:

SUMMARY OF OPTIONS ACTIVITY

Outstanding, December 31, 2020

Cancelled/forfeited/expired

Outstanding, December 31, 2021

Exercisable, December 31, 2021

following table presents information related to stock options at December 31, 2022:

3 unchanged sentences

$ 40.82 -$ 59.22

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

STOCKHOLDERS’ EQUITY – CONTINUED

11– Fair Value Measurement and elsewhere within this note for additional details.

the year ended December 31, 2021, the Company issued an aggregate of 388,101 shares of the Company’s common stock pursuant to the

exercise of warrants at an exercise price of $ 4.25 per share for aggregate gross proceeds of $ 1,619 .

the year ended December 31, 2021, the Company issued 66,000 shares of the Company’s common stock representing a modification of

the initial warrant exercise pursuant to a legal settlement.

See Note 16 – Commitments and Contingencies – Litigation and

Disputes for details.

the year ended December 31, 2022, the Company issued an aggregate of 8,093

shares of the Company’s common stock pursuant

to the exercise of warrants at an exercise price of $ 4.25

per share for aggregate gross proceeds of $ 1,619 .

the year ended December 31, 2021, the Company issued 66,000

shares of the Company’s common stock representing

a modification of the initial warrant exercise pursuant to a legal settlement.

See Note 16 – Commitments and Contingencies –

Litigation and Disputes for details.

shares of common stock pursuant to cashless warrant exercises (of which, warrants to purchase 9,600 shares of common stock with a

weighted average exercise price of $ 3.40 per share were exercised) and an aggregate of 73,336

shares of common stock pursuant to warrant exercises for aggregate net proceeds of $ 210 .

following table accounts for the Company’s warrant activity for the year ended December 31, 2022:

SCHEDULE OF WARRANT ACTIVITY

Outstanding, January 1, 2021

January 1, 2022

Cancelled/forfeited/expired

Outstanding, December 31, 2021

Exercisable, December 31, 2021

following table presents information related to stock warrants at December 31, 2021:

SCHEDULE OF STOCK WARRANTS

( 1,599,661 )

$ 50.00 -$ 150.00

AND SUBSIDIARIES

December 31, 2022

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

STOCKHOLDERS’ EQUITY – CONTINUED

WARRANTS – CONTINUED

following table presents information related to stock warrants at December 31, 2022:

SCHEDULE OF STOCK WARRANTS

Warrants Outstanding

Warrants Exercisable

Remaining Life

Company is subject to U.S.

federal and various state income taxes.

income tax provision (benefit) for the years ended December 31, 2021, 2020, and 2019 consists of the following:

income tax provision (benefit) for the years ended December 31, 2022, 2021 and 2020 consisted of the following:

SCHEDULE OF INCOME TAX PROVISION (BENEFIT)

the Year Ended December 31

the Years Ended

Change in valuation allowance

Income tax provision

current tax provision has been recorded for the years ended December 31, 2021, 2020, and 2019 because the Company had net operating losses

for federal and state tax purposes.

net operating loss carryovers may be subject to annual limitations under Internal Revenue Code Section 382, and similar state provisions,

should there be a greater than 50% ownership change as determined under the applicable income tax regulations.

amount of the limitation would be determined based on the value of the company immediately prior to the ownership change and subsequent

Provision for income taxes

No federal or state current tax provision has been recorded for the years

ended December 31, 2022, 2021, and 2020 because the Company had net operating losses for federal and state tax purposes.

to the merger with SemaConnect, for the year ended December 31, 2022, a current foreign tax provision was recorded related to the Company’s

operations in India.

The net operating loss carryovers may be subject to annual limitations under Internal Revenue Code Section 382, and

similar state provisions, should there be a greater than 50% ownership change as determined under the applicable income tax regulations.

The amount of the limitation would be determined based on the value of the company immediately prior to the ownership change and subsequent

ownership changes could further impact the amount of the annual limitation.

4 unchanged sentences

The related decrease in the deferred tax asset will be offset by the decrease in valuation

AND SUBSIDIARIES

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

2 unchanged sentences

SUMMARY OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE AND EFFECTIVE INCOME TAX RATE

Tax benefit at federal statutory

State income taxes, net of federal benefit

Permanent differences:

Stock Compensation

the Years Ended

benefit at federal statutory rate

income taxes, net of federal benefit

Stock-based compensation

from non-includable foreign entities

Prior year differences

Change in valuation allowance

Effective income tax

year differences

in valuation allowance

income tax rate

Company has determined that a valuation allowance for the entire net deferred tax asset is required.

5 unchanged sentences

SCHEDULE OF DISAGGREGATION OF DOMESTIC AND FOREIGN PRE-TAX LOSS

the Year Ended December 31

AND SUBSIDIARIES

the Year Ended

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

2 unchanged sentences

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

For the Year Ended December 31

Deferred Tax Assets:

operating loss carryforwards - federal

Net operating loss carryforwards - states

Net operating loss carryforwards - UK

Net operating loss carryforwards -

Stock-based compensation

Intangible assets

Allowance for doubtful accounts

Mark to Market Investments

Deferred tax assets, gross

Deferred Tax Liabilities:

Deferred revenue

Deferred Tax Liabilities, gross

Net deferred tax assets

Valuation Allowance

Deferred tax assets,net

of valuation allowance

Change in valuation

of December 31, 2021, the Company had net operating loss carry forwards for federal and state income tax purposes of approximately $ 124,400 ,

of which, $ 62,300

may be used to offset future taxable income through

2037 and the remaining $ 62,100

of net operating loss carry forwards incurred

in 2021, 2020 and 2019 do not have an expiration date.

The Company has approximately $ 593

in business credits expiring

between 2030 and 2041.

AND SUBSIDIARIES

for doubtful accounts

Capitalized Sec.

Intangible assets

tax assets, gross

Tax Liabilities:

Unrealized gain/loss

tax asset reserve

tax Liabilities, gross

deferred tax assets

tax assets, net of valuation allowance

in valuation allowance

of December 31, 2022, the Company had net operating loss carry forwards for federal income tax purposes of approximately $ 246,296 of

which, $ 84,934 may be used to offset future taxable income through 2037 and the remaining $ 161,361 of net operating loss carry forwards

incurred after 2017, do not have an expiration date.

In addition, state NOLs carryforwards available are approximately $ 165,872 , as of

December 31, 2022.The Company also has approximately $ 623 in business credits expiring between 2030 and 2042 .

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

1 unchanged sentence

Company and a group of three

Cyprus entities entered into a shareholders’

agreement on February 11, 2019, pertaining to the parties’ respective shareholdings in a new joint venture entity, Blink Charging

(the “Entity”), that was formed under the laws of Cyprus on the same date.

Pursuant to the agreement, the Company

is not required to fund operating losses.

Cyprus entities entered into a shareholders’ agreement on February 11, 2019, pertaining to the parties’ respective

shareholdings in a new joint venture entity, Blink Charging Europe Ltd.

(the “Entity”), that was formed under the laws

of Cyprus on the same date.

Pursuant to the agreement, the Company is not required to fund operating losses.

The Company owns 40 %

of the Entity while the other three entities own 60 %

of the Entity while another entity owns 60 %

of the Entity.

1 unchanged sentence

of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which started operations in the Greek EV market.

There are currently

no plans for the Company to make any capital contributions or investments.

During year ended December 31, 2021, 2020, 2019, the Company

recognized sales of $ 811 ,

currently no plans for the Company to make any capital contributions or investments.

During year ended December 31, 2022, 2021,

2020, the Company recognized sales of $ 0 , $ 811

respectively, to Hellas.

As of December 31, 2021 and 2020 the Company had a receivable from Hellas of approximately $ 6

respectively.

As of December 31, 2022 and 2021 the Company had a receivable from Hellas of approximately $ 0 and $ 6 ,

respectively, and payable of $ 84 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 December 31,2021, the Entity has not generated net income and, as a result, pursuant

to ASC 323, the Company has not recorded a gain or loss on its equity method investment in the Entity during the years ended December

31, 2021, 2020, and 2019.

As of December 31, 2021, three senior

management employees in the recently acquired entity Blue Corner had an ownership interest in a major supplier of charging equipment

financial interest and, as a result, the Company is not required to consolidate the Entity and instead has applied equity method

accounting to its investment in the Entity.

From inception through December 31, 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 years ended December 31, 2022, 2021, and 2020.

of December 31, 2021, three senior management employees in Blue Corner had an ownership interest in a major supplier of charging equipment

for Blue Corner.

1 unchanged sentence

to this supplier.

During the year ended December 31, 2021 the Company purchased approximately $ 3,604

of inventory from this supplier.

As of December 31, 2022, this

related party relationship does not exist since, as of December 31, 2022, those senior management employees are no longer with Blue Corner.

During the year ended December 31, 2022, the Company made purchases of $ 1,444 with these related parties.

of December 31, 2022, several close family members of a senior management employee are providing services to Electric Blue Limited.

For the year ended December 31, 2022, these related parties have collectively provided services worth $ 95 to Electric Blue

Furthermore, as of December 31, 2022, there were purchase commitments of $ 112

to the same related parties.

Note 3 – Business Combination regarding details associated with lease agreements for (i) certain parking locations in connection

with the City of Los Angeles Agreement.

March 5, 2019, the

Company entered into a 26-month lease agreement for an additional 1,241

feet of office space in its current Miami Beach office building, beginning April 1, 2019 and ending May 31, 2021.

tenant and landlord have the option to cancel the contract after the first six months with 90 day’s written notice.

The lease does

not contain an option to extend past the lease term.

November 7, 2019 the

Company entered into a 18-month lease agreement for an additional 1,600

feet of office space in its current Miami Beach office building, beginning December 1, 2019 and ending May 31, 2021.

tenant and landlord have the option to cancel the contract after the first six months with 90 day’s written notice.

The lease does

not contain an option to extend past the lease term.

the year ended December 31, 2021, the Company entered into a lease agreement for approximately 27,540

square feet of space

The lease commenced on January

1, 2021 and will terminate on May 31, 2028.

lease includes a build-out allowance of $ 137 .

Monthly payments under the lease are $ 18

The lease also includes

a security deposit of $ 22 .

of December 31, 2021, the Company had no

leases that were classified as a financing lease.

the year ended December 31, 2021, the Company entered into a lease agreement for approximately 27,540 square feet of space in Arizona.

The lease commenced on January 1, 2021 and will terminate on May 31, 2028.

The lease includes a build-out allowance of $ 137 .

payments under the lease are $ 18 per month.

The lease also includes a security deposit of $ 22 .

operating lease expenses for the year ended December 31, 2022, 2021, and 2020 was $ 789 , $ 566 , and $ 220 , respectively, and is recorded

in other operating expenses on the consolidated statements of operations.

Operating lease expenses consist of rent expense, CAM adjustments

and other expenses.

of December 31, 2022, the Company had $ 931 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 consolidated balance sheet as of December

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

of December 31, 2022, the Company did not have additional operating and financing leases that have not yet commenced.

operating lease expenses for the year ended December 31, 2021, 2020, and 2019 was $ 566 ,

respectively, and is recorded in other operating expenses on the consolidated statements of operations.

Operating lease expenses consist

of rent expense, CAM adjustments and other expenses.

AND SUBSIDIARIES

the year ended December 31, 2022, the Company recorded $ 38 of interest expense related to finance leases, which were recorded within

interest expense on the consolidated statements of operations.

During the year ended December 31, 2022, the Company recorded amortization

expense of $ 659 related to finance leases.

There were no finance leases as of December 31, 2021 and 2020.

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

2 unchanged sentences

cash flows information related to leases was as follows:

OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

The Year Ended

Cash paid for amounts included in the measurement

of lease liabilities:

Operating cash flows from operating leases

Right-of-use assets obtained in exchange for

lease obligations:

Operating leases

Weighted Average Remaining Lease Term

Operating leases

Weighted Average Discount Rate

Operating leases

SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

The Years Ended

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

minimum payments under non-cancellable leases as of December 31, 2022 were as follows:

OF FUTURE MINIMUM LEASE PAYMENTS

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

the Years Ending December 31,

Total future minimum lease

future minimum lease payments

imputed interest

AND SUBSIDIARIES

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES

of December 31, 2021, the Company had purchase commitments of approximately $ 32,000

of which approximately $ 13,000 is with a related party, which will become payable upon the

of December 31, 2022, the Company had purchase commitments of approximately $ 60,532 which will become payable upon the

suppliers’ delivery of the charging stations and other related items.

5 unchanged sentences

Chairman of the Board and Balance Holdings, LLC (an entity controlled by the Executive Chairman) (collectively, the “Licensor”),

whereby the Company agreed to pay a royalty of 10 %

of the gross profits received by the Company from commercial sales and/or use of two provisional patent applications, one relating to

an inductive charging parking bumper and one relating to a process which allows multiple EVs to plug into an EV charging station simultaneously

and charge as the current becomes available.

whereby the Company agreed to pay a royalty of 10 % of the gross profits received by the Company from commercial sales and/or use of two

provisional patent applications, one relating to an inductive charging parking bumper and one relating to a process which allows multiple

EVs to plug into an EV charging station simultaneously and charge as the current becomes available.

March 11, 2016, the Licensee and the Licensor entered into an agreement related to the March 29, 2012 patent license agreement.

acknowledged that the Licensee has paid a total of $ 9

in registration and legal fees for the U.S.

Patent Application No.

acknowledged that the Licensee has paid a total of $ 9 in registration and legal fees for the U.S.

Provisional Patent Application No.

61529016 (the “Patent Application”) (related to the inductive charging parking bumper) to date.

March 11, 2016, the patent license agreement, solely with respect to the Patent Application and the parties’ rights and obligations

thereto, was terminated.

The Executive Chairman of the Board agreed to be solely responsible for all future costs and fees associated

with the prosecution of the patent application.

In the event the Patent Application is successful, the Executive Chairman of the Board

shall grant a credit to the Licensee in the amount of $9 to be applied against any outstanding amount(s) owed to him.

If the Licensee

does not have any outstanding payment obligations to the Executive Chairman of the Board at the time the Patent Application is approved,

the Executive Chairman of the Board shall remit the $9 to the Licensee within twenty (20) days of the approval.

The parties agreed to

a mutual release of any claims associated with the patent license agreement.

As of December 31, 2021, the Company has not paid nor incurred

any royalty fees related to this patent license agreement.

Effective March 11, 2016,

the patent license agreement, solely with respect to the Patent Application and the parties’ rights and obligations thereto, was

The Executive Chairman of the Board agreed to be solely responsible for all future costs and fees associated with the prosecution

of the patent application.

In the event the Patent Application is successful, the Executive Chairman of the Board shall grant a credit

to the Licensee in the amount of $9 to be applied against any outstanding amount(s) owed to him.

If the Licensee does not have any outstanding

payment obligations to the Executive Chairman of the Board at the time the Patent Application is approved, the Executive Chairman of

the Board shall remit the $9 to the Licensee within twenty (20) days of the approval.

The parties agreed to a mutual release of any claims

associated with the patent license agreement.

As of December 31, 2022, the Company has not paid nor incurred any royalty fees related

to this patent license agreement.

DISPUTES AND SETTLEMENTS

March 26, 2020, James Christodoulou, the former President and Chief Operating Officer of the Company, filed a Complaint in the Miami-Dade

County Court, State of Florida, James Christodoulou vs.

Blink Charging Co.

The Complaint asserts claims against the Company, as

well as Michael Farkas, Aviv Hillo and Yechiel Baron.

Farkas is Chairman of the Board and Chief Executive Officer.

and Baron are the Company’s General Counsel and Assistant General Counsel, respectively.

The Complaint asserted claims for breach

of contract in connection with Mr.

Christodoulou’s termination by the Company in March 2020, as well as claims under Florida state

law for alleged retaliatory termination and slander.

Among other things, Mr.

Christodoulou asserted that the Company terminated his employment

without cause and in retaliation for his alleged plan to disclose that Company executives had engaged in alleged “questionable

business practices.” As previously reported in the Company’s Current Report on Form 8-K filed with the SEC on October 9,

2020, the litigation between the Company and its former President pending in Miami-Dade County Court, State of Florida, James Christodoulou

Blink Charging Co.

et al., has been settled for an aggregate sum of $ 400 ,

of which $ 125

related to compensation related matters.

result, the Company has recorded a loss on settlement of $ 400

within operating expenses on its consolidated

statement of operations during the year ended December 31, 2020.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES – CONTINUED

DISPUTES AND SETTLEMENTS – CONTINUED

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

2 unchanged sentences

20-cv-23527, was

filed in the United States District Court for the Southern District of Florida against the Company, Michael Farkas (Blink’s Chairman

of the Board and Chief Executive Officer), and Michael Rama (Blink’s Chief Financial Officer) (the “Bush Lawsuit”).

filed in the United States District Court for the Southern District of Florida against the Company, Michael Farkas (Blink’s

Chairman of the Board and Chief Executive Officer), and Michael Rama (Blink’s Chief Financial Officer) (the “Bush

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

1 unchanged sentence

et al., Case No.

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.

20-cv-23643, was filed in the United States District Court for the Southern District of Florida against the same

defendants and seeking to recover the same alleged damages (the “Vittoria Lawsuit”).

On October 1, 2020, the court

consolidated the Vittoria Lawsuit with the Bush Lawsuit and on December 21, 2020 the court appointed Tianyou Wu, Alexander Yu and H.

Marc Joseph to serve as the Co-Lead Plaintiffs.

The Co-Lead Plaintiffs filed an Amended Complaint on February 19, 2021.

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.

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 December

31, 2021 as it determined that any such loss contingency was either not probable or estimable.

has retained legal counsel in order to defend the action vigorously.

The Company has not recorded an accrual related to this matter

as of December 31, 2022 as it determined that any such loss contingency was either not probable or estimable.

to Consolidated Financial Statements

thousands except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES – CONTINUED

DISPUTES AND SETTLEMENTS – CONTINUED

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

13 unchanged sentences

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

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

December 31, 2021 as it determined that any such loss contingency was either not probable or estimable.

December 22, 2020, JMJ Financial v.

Blink Charging Co.

was filed in the United States District Court for the Southern District of New

York, seeking to pursue claims for alleged breach of contract and conversion (the “JMJ Lawsuit”).

The complaint alleges that

JMJ Financial purchased warrants to acquire 147,057

of Blink common stock on or about April 9, 2018, which permitted a cashless exercise, and that on November 23, 2020, JMJ Financial delivered

a notice of warrant exercise to Blink and that the Company failed to deliver the shares.

claim alleges breach of contract and conversion;

the plaintiff requests damages of at least $ 4.2

million, attorneys’ fees, and specific

enforcement requiring delivery of the shares.

In January 2021, the Company entered into a settlement agreement with JMJ under which the

parties exchanged releases and the litigation was discontinued with prejudice.

The Company did not make a cash payment in the settlement,

but rather delivered 66,000

shares of stock, representing a modification

of the initial terms of the warrant grant.

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 December 31, 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.

10 unchanged sentences

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

The Company wholly and completely disputes the allegations therein.

The Company has retained legal counsel

in order to defend the action vigorously.

The Company has not recorded an accrual related to this matter as of December 31, 2021 as it

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

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES

DISPUTES AND SETTLEMENTS – CONTINUED

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 December 31, 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.

et al., Case No.

A-21-829395-C, was filed in the Eighth Judicial District Court in Clark County, Nevada seeking to pursue claims belonging

to the Company against Blink’s Board of Directors (the “Wolery Lawsuit”).

Blink is named as a nominal defendant.

Wolery complaint alleges that the amount of restricted stock awarded to Blink’s outside directors in December 2020 exceeded the

amounts permitted by Blink’s incentive compensation plan.

The complaint asks the court to rescind the excess restricted stock awards,

as well as other relief.

On September 15, 2021, the parties entered into a term sheet in which they agreed to settle the claims subject

to the court’s approval.

On January 25, 2022 the court preliminarily approved the settlement and subsequently scheduled a final

hearing for April 12, 2022.

If the court gives final approval to the settlement, the Company has agreed to make certain changes to its

compensation practices for its directors and officers, including, among other things, eliminating the practice of making cash payments

to directors to cover expected income taxes on stock grants and placing a $ 200

annual limit for two years on the combined stock

and cash Awards to outside directors.

The defendants do not admit any liability or wrongdoing in the settlement and will not make any

cash payment as part of the settlement, but the Company will be responsible for paying the costs to give notice of the settlement to

the Company’s shareholders and to pay $ 190

in attorney’s fees to the plaintiff’s

counsel which was accrued for as of December 31, 2021.

Buffalino et al., Case No.

A-21-829395-C, was filed in the Eighth Judicial District Court in Clark County, Nevada seeking to pursue

claims belonging to the Company against Blink’s Board of Directors (the “Wolery Lawsuit”).

Blink is named as a

nominal defendant.

The Wolery complaint alleges that the amount of restricted stock awarded to Blink’s outside directors in

December 2020 exceeded the amounts permitted by Blink’s incentive compensation plan.

The complaint asks the court to rescind

the excess restricted stock awards, as well as other relief.

On September 15, 2021, the parties entered into a term sheet in which

they agreed to settle the claims subject to the court’s approval.

On April 18, 2022, the court signed a final judgment

approving the settlement and dismissing the lawsuit with prejudice.

As a result of the settlement, the Company has agreed to make

certain changes to its compensation practices for its directors and officers, including, among other things, eliminating the

practice of making cash payments to directors to cover expected income taxes on stock grants and placing a $ 200

annual limit for two years on the combined stock and cash awards to outside directors.

The defendants 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 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.

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

7 unchanged sentences

both injunctive and monetary relief from the individual defendants, as well as an award of attorneys’ fees and costs.

has not recorded an accrual related to this matter as of December 31, 2021 as it determined that any such loss contingency was either

not probable or estimable.

November 12, 2021, the Company’s Board of Directors approved a Confidential Settlement and Release Agreement with Aviv Hillo, the

Company’s General Counsel.

In consideration for Mr.

Hillo releasing any and all claims of harassment involving a former

executive, the Company issued Mr.

shares of its common stock with an issuance date

fair value of $ 2,680 in

full settlement of the matter.

Company estimates an approximate cost of $ 73

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

AND SUBSIDIARIES

29, 2022, the Nevada court approved the parties’ stipulation to temporarily stay the McCauley 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 December

31, 2022 as it determined that any such loss contingency was either not probable or estimable.

to Consolidated Financial Statements

THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

thousands except for share and per share amounts)

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES – CONTINUED

Company estimates an approximate cost of $ 250 to repair deployed chargers, which the Company owns as of December 31, 2022.

NETWORK UPGRADES

electric vehicle charging requirements and technologies change, driven by federal, state or local regulatory authorities or by electric

vehicle manufacturers or other technology or services providers for the charging station industry, in particular cellular connectivity

technology, the Company may need to upgrade or adapt its charging station products or introduce new products in order to serve new vehicles,

conform to new standards, or adapt new technologies to serve existing customers or new customers at substantial research, development,

and network upgrades costs.

During 2021, many cellular technology providers announced they will require the upgrade from 2G/3G connectivity

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

During the year ended December 31, 2022, we incurred $ 3,809 related to these upgrades.

As of December 31, 2022, the charger upgrades were substantially complete.

FARKAS EMPLOYMENT AGREEMENT

3 unchanged sentences

31, 2023 (the “Term”).

the Employment Agreement, the CEO will receive a base salary of $ 800

for 2021 and $ 850

for 2022 and 2023, respectively.

be eligible to receive an annual performance bonus (payable in cash and securities), with a target bonus of 100 %

of the base salary, with the CEO eligible to receive up to 200 %

of the base salary based on the achievement of key performance indicators established by the Board of Directors and the CEO (“KPIs”).

The CEO will receive equity awards (one-half in restricted stock and one-half in stock options) with a target aggregate value of $ 1,000 ,

the CEO is eligible to receive up to 200% of the target aggregate value based on the achievement of KPIs during each year of the Term.

the Employment Agreement, the CEO will receive a base salary of $ 800 for 2021 and $ 850 and $ 900 for 2022 and 2023, respectively.

CEO will be eligible to receive an annual performance bonus (payable in cash and securities), with a target bonus of 100 % of the base

salary, with the CEO eligible to receive up to 200 % of the base salary based on the achievement of key performance indicators established

by the Board of Directors and the CEO (“KPIs”).

The CEO will receive equity awards (one-half in restricted stock and one-half

in stock options) with a target aggregate value of $ 1,000 , the CEO is eligible to receive up to 200% of the target aggregate value based

on the achievement of KPIs during each year of the Term.

The CEO also received a special four-year performance option to purchase 475,285

shares of common stock at an exercise price of

per share, which will vest if the Company’s

stock price on the NASDAQ exchange reaches and remains on average for a period of 20 consecutive market days at a closing price of $ 90

per share during the four-year term of the option.

The performance option had a grant date fair value of approximately $ 13,500 ,

which was estimated using a third-party specialist who utilized a Monte Carlo simulation model.

The assumptions used in the Monte

Carlo simulation model were as follows:

the closing stock price on the valuation date of $ 34.00 , exercise price of $ 37.40 , the contractual

term of four years , expected volatility of the Company’s stock of 143.98 % , and the risk free rate of interest of 0.54 % .

Company is recognizing the fair value over the derived service period of the award, which was determined to be 0.64

shares of common stock at an exercise price of $ 37.40 per share, which will vest if the Company’s stock price on the NASDAQ exchange

reaches and remains on average for a period of 20 consecutive market days at a closing price of $ 90 per share during the four-year term

of the option.

The performance option had a grant date fair value of approximately $ 13,500 , which was estimated using a third-party specialist

who utilized a Monte Carlo simulation model.

The assumptions used in the Monte Carlo simulation model were as follows:

the closing stock

price on the valuation date of $ 34.00 , exercise price of $ 37.40 , the contractual term of four years , expected volatility of the Company’s

stock of 143.98 %, and the risk free rate of interest of 0.54 %.

The Company is recognizing the fair value over the derived service period

of the award, which was determined to be 0.64 years.

Additionally,

6 unchanged sentences

reason within nine months prior to or 18 months following a change in control, the multiple in the previous sentence will be 3.5 times.

Employment Agreement also contains covenants (a) restricting Mr.

The Employment Agreement also contains covenants (a) restricting Mr.

Farkas from engaging in any activities competitive with the Company’s

9 unchanged sentences

employee of the Company and is paid a monthly salary of at least $ 30 .

Finally, the Company and the CEO agreed to resolve a dispute over the CEO’s transfer of 260,000

shares of the Company’s

common stock to a prior institutional investor through a settlement agreement and payment of $ 1,000

from the Company to

The payment of $ 1,000

was recognized as a

part of other operating expenses in the statements of operations during the year ended December 31, 2021.

Finally, the Company and the CEO agreed to resolve a dispute over

the CEO’s transfer of 260,000 shares of the Company’s common stock to a prior institutional investor through a settlement

agreement and payment of $ 1,000 from the Company to the CEO.

The payment of $ 1,000 was recognized as a part of other operating expenses

in the statements of operations during the year ended December 31, 2021.

October 2021, the Company negotiated and executed an amendment and extension to its agreement with a contract manufacturer of the Company.

2 unchanged sentences

costs related to units ordered that were subsequently canceled or otherwise not fulfilled.

SUBSEQUENT EVENTS

February 2023, the Company completed an underwritten registered public offering of 8,333,333 shares of its common stock at a public offering

price of $ 12.00 per share.

The Company received approximately $ 100,000 in gross proceeds from the public offering and approximately $ 95,000

in net proceeds after deducting the underwriting discount and offering expenses paid by the Company.

In addition, the underwriters have

a 30-day option to purchase up to an additional 1,249,999 shares of common stock from the Company at the public offering price, less

the underwriting discounts and commissions.

The public offering was made pursuant to our automatic shelf registration statement on Form

S-3 filed with the SEC on January 6, 2021, and prospectus supplement dated February 8, 2023.

Barclays acted as the sole book-running

manager for the offering.

Wainwright & Co., Roth Capital Partners and ThinkEquity acted as co-managers for the offering.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures