false FY 0001429764

 2023-06-30

 2024-03-15

 BLNK:NetworkMember

 BLNK:NetworkMember

 BLNK:NetworkMember

 BLNK:WarrantyMember

 BLNK:WarrantyMember

 BLNK:WarrantyMember

 BLNK:GrantAndFeesRebateMember

 BLNK:GrantAndFeesRebateMember

 BLNK:GrantAndFeesRebateMember

 BLNK:CarSharingServicesMember

 BLNK:CarSharingServicesMember

 BLNK:CarSharingServicesMember

 BLNK:OtherMember

 BLNK:OtherMember

 BLNK:OtherMember

 BLNK:HostProviderFeesMember

 BLNK:HostProviderFeesMember

 BLNK:HostProviderFeesMember

 BLNK:WarrantyAndRepairsAndMaintenanceMember

 BLNK:WarrantyAndRepairsAndMaintenanceMember

 BLNK:WarrantyAndRepairsAndMaintenanceMember

 BLNK:DepreciationAndAmortizationMember

 BLNK:DepreciationAndAmortizationMember

 BLNK:DepreciationAndAmortizationMember

 us-gaap: SubsequentEventMember

 2024-01-01
 2024-03-31

 2023-02-01
 2023-02-28

 2023-02-28

 BLNK:EuroMember

 BLNK:IndianRupeeMember

 BLNK:PoundSterlingMember

 BLNK:EuroMember

 BLNK:IndianRupeeMember

 BLNK:PoundSterlingMember

 BLNK:EuroMember

 BLNK:IndianRupeeMember

 BLNK:PoundSterlingMember

 2020-01-01

 BLNK:AlternativeFuelCreditsMember

 BLNK:AlternativeFuelCreditsMember

 BLNK:AlternativeFuelCreditsMember

 BLNK:RideSharingServiesMember

 BLNK:RideSharingServiesMember

 BLNK:RideSharingServiesMember

 us-gaap: AccountsPayableMember
 BLNK:VendorOneMember

 us-gaap: AccountsPayableMember
 BLNK:VendorTwoMember

 us-gaap: AccountsPayableMember
 BLNK:VendorMember

 us-gaap: SalesRevenueNetMember
 us-gaap: CustomerConcentrationRiskMember
 BLNK:CustomerMember

 us-gaap: CostOfGoodsTotalMember
 BLNK:SupplierMember

 us-gaap: CostOfGoodsTotalMember
 BLNK:SupplierMember

 us-gaap: CostOfGoodsTotalMember
 BLNK:SupplierMember

 BLNK:ComputerSoftwareAndOfficeAndComputerEquipmentMember

 BLNK:ComputerSoftwareAndOfficeAndComputerEquipmentMember

 BLNK:MachineryAndEquipmentAutomobilesFurnitureAndFixturesMember

 BLNK:MachineryAndEquipmentAutomobilesFurnitureAndFixturesMember

 BLNK:InstalledLevelTwoElectricVehicleChargingtStationsMember

 BLNK:InstalledLevelTwoElectricVehicleChargingtStationsMember

 BLNK:InstalledLevelThreeDCFastChargersDCFCElectricVehicleChargingStationsMember

 us-gaap: BuildingMember

 BLNK:OthersMember

 BLNK:OthersMember

 BLNK:OthersMember

 BLNK:NetworkFeesAndOtherMember

 BLNK:NetworkFeesAndOtherMember

 BLNK:NetworkFeesAndOtherMember

 BLNK:RideSharingServicesMember

 BLNK:RideSharingServicesMember

 BLNK:RideSharingServicesMember

 country: US

 country: US

 country: US

 us-gaap: NonUsMember

 us-gaap: NonUsMember

 us-gaap: NonUsMember

 us-gaap: EmployeeStockOptionMember

 us-gaap: EmployeeStockOptionMember

 us-gaap: EmployeeStockOptionMember

 BLNK:UnvestedRestrictedCommonStockMember

 BLNK:UnvestedRestrictedCommonStockMember

 BLNK:UnvestedRestrictedCommonStockMember

 BLNK:AcquisitionAgreementMember

 BLNK:AcquisitionAgreementMember
 BLNK:PromissoryNoteDueTwelveMonthsMember

 BLNK:AcquisitionAgreementMember
 BLNK:PromissoryNoteDueEighteenMonthsMember

 us-gaap: TrademarksMember

 us-gaap: DevelopedTechnologyRightsMember

 BLNK:SaleandPurchaseAgreementMember

 2021-05-08
 2021-05-10

 BLNK:SharePurchaseAgreementMember

 2021-05-10

 BLNK:SharePurchaseAgreementMember

 2021-05-08
 2021-05-10

 2021-05-10

 2021-05-09

 2020-01-01

 srt: ScenarioPreviouslyReportedMember

 srt: RevisionOfPriorPeriodReclassificationAdjustmentMember

 BLNK:EVChargingStationsMember

 BLNK:EVChargingStationsMember

 us-gaap: BuildingMember

 BLNK:SoftwareMember

 BLNK:SoftwareMember

 us-gaap: AutomobilesMember

 us-gaap: AutomobilesMember

 BLNK:OfficeAndComputerEquipmentMember

 BLNK:OfficeAndComputerEquipmentMember

 us-gaap: LeaseholdImprovementsMember

 us-gaap: LeaseholdImprovementsMember

 us-gaap: MachineryAndEquipmentMember

 us-gaap: MachineryAndEquipmentMember

 us-gaap: GeneralAndAdministrativeExpenseMember

 us-gaap: GeneralAndAdministrativeExpenseMember

 us-gaap: GeneralAndAdministrativeExpenseMember

 2021-01-22

 2021-01-21
 2021-01-22

 BLNK:TradeNameAndPatentsMember

 BLNK:FavourableLeasesMember

 us-gaap: FiniteLivedIntangibleAssetsMember

 us-gaap: FiniteLivedIntangibleAssetsMember

 us-gaap: FiniteLivedIntangibleAssetsMember

 BLNK:EnvoyMember

 BLNK:EnvoyMember

 2023-08-04

 2023-08-04
 2023-08-04

 us-gaap: SubsequentEventMember

 2024-01-01
 2024-01-01

 BLNK:PaycheckProtectionProgramMember

 BLNK:UGOSTATIONSINCMember

 BLNK:UGOSTATIONSINCMember

 BLNK:UGOSTATIONSINCMember

 BLNK:GrantAndOtherMember

 BLNK:GrantAndOtherMember

 BLNK:PrepaidNetworkChargingAndMaintenanceFeesMember

 BLNK:PrepaidNetworkChargingAndMaintenanceFeesMember

 us-gaap: MeasurementInputExpectedTermMember

 us-gaap: MeasurementInputExpectedTermMember

 us-gaap: MeasurementInputExpectedTermMember

 us-gaap: MeasurementInputExpectedDividendRateMember

 us-gaap: MeasurementInputExpectedDividendRateMember

 us-gaap: MeasurementInputExpectedDividendRateMember

 BLNK:EBAcquisitionMember

 BLNK:EBAcquisitionMember

 us-gaap: FairValueInputsLevel1Member

 us-gaap: FairValueInputsLevel2Member

 us-gaap: FairValueInputsLevel3Member

 us-gaap: FairValueInputsLevel1Member

 us-gaap: FairValueInputsLevel2Member

 us-gaap: FairValueInputsLevel3Member

 BLNK:SeriesAConvertiblePreferredStockMember

 BLNK:SeriesBConvertiblePreferredStockMember

 BLNK:SeriesCConvertiblePreferredStockMember

 BLNK:SeriesDConvertiblePreferredStockMember

 2018-09-07

 2018-09-06
 2018-09-07

 BLNK:EmployeesMember

 BLNK:EmployeesMember

 BLNK:EmployeesMember

 BLNK:EmployeesMember

 2021-01-31

 2021-01-31

 srt: ChiefExecutiveOfficerMember

 2021-01-31

 BLNK:SalesAgreementMember
 BLNK:RothCapitalPartnersLLCMember
 BLNK:TwentyTwentyTwoAtTheMarketOfferingMember

 2022-08-30
 2022-09-02

 2023-11-16

 BLNK:SalesAgreementMember
 BLNK:RothCapitalPartnersLLCMember

 BLNK:PropertyAndEquipmentMember

 BLNK:CommonStockLiabilityMember

 BLNK:StockOptionsAndWarrantsMember

 BLNK:FormerCEOMember

 BLNK:BoardMemberMember

 BLNK:EmployeesAndCEOMember

 BLNK:EmployeeOfTheCompanyAndConsultants1Member

 BLNK:EmployeeOfTheCompanyAndConsultants2Member

 BLNK:StockOptionsAndWarrantsMember

 BLNK:StockOptionsAndWarrantsMember

 BLNK:MichaelDFarkasMember

 BLNK:MessrsFarkasMember

 BLNK:BrendanSJonesMember

 BLNK:MichaelPRamaMember

 BLNK:AvivHilloMember

 BLNK:HarjinderBhadeMember

 BLNK:StockOptionsMember

 BLNK:StockOptionsOneMember

 BLNK:StockOptionsMember

 BLNK:StockOptionsOneMember

 BLNK:StockOptionsOneMember

 BLNK:StockOptionsTwoMember

 BLNK:StockOptionsTwoMember

 BLNK:StockOptionsThreeMember

 BLNK:StockOptionsThreeMember

 BLNK:StockOptionsMember

 BLNK:StockOptionsMember

 us-gaap: MeasurementInputExpectedTermMember

 us-gaap: MeasurementInputExpectedDividendRateMember

 BLNK:WarrantOneMember

 BLNK:WarrantOneMember

 BLNK:WarrantOneMember

 BLNK:WarrantOneMember

 us-gaap: DomesticCountryMember

 us-gaap: StateAndLocalJurisdictionMember

 BLNK:ShareholdersAgreementMember
 us-gaap: CorporateJointVentureMember
 country: CY

 2019-02-10
 2019-02-11

 BLNK:ShareholdersAgreementMember
 us-gaap: CorporateJointVentureMember
 country: CY

 2019-02-11

 BLNK:ShareholdersAgreementMember
 BLNK:ThreeEntitiesMember
 country: CY

 2019-02-11

 country: GR
 BLNK:BlinkChargingHellasSAMember

 2019-02-11

 BLNK:BlinkChargingHellasSAMember

 BLNK:BlinkChargingHellasSAMember

 BLNK:BlinkChargingHellasSAMember

 BLNK:BlueCornerMember

 BLNK:BlueCornerMember

 BLNK:PatentLicenseAgreementMember

 2012-03-28
 2012-03-29

 BLNK:PatentLicenseAgreementMember
 BLNK:LicenseeMember

 2016-03-10
 2016-03-11

 2022-04-16
 2022-04-18

 srt: ChiefExecutiveOfficerMember

 2023-06-21

 srt: ChiefExecutiveOfficerMember

 BLNK:MrFarkasMember

 BLNK:MrFarkasMember

 BLNK:Integer

 utr:sqft

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from _____________ to _____________

 Commission
File No. 001-38392

 BLINK

 (Exact
name of registrant as specified in its charter)

 Nevada

 03-0608147

 (State
 or other jurisdiction of incorporation or organization)

 (I.R.S.
 Employer Identification No.)

 5081 Howerton Way, Suite A

 Bowie,
 Maryland

 20715

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (305) 521-0200

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of Each Class

 Trading
 Symbol(s)

 Name
 of Each Exchange on Which Registered

 Common
 Stock

 BLNK

 The
 NASDAQ Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting
company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by the check mark whether the registration has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 State
the aggregate market value of the voting and non-voting common equity held by non-affiliates (59,580,526 shares) computed by reference
to the price at which the common equity was last sold ($5.99) as of the last business day of the registrant's most recently completed
second fiscal quarter (June 30, 2023): $ 356,887,351.

 As
of March 15, 2024, there were 100,993,579 shares of the registrant's common stock outstanding.

 Documents
 Incorporated by Reference

 Portions
 of the registrant's Definitive Proxy Statement to be filed pursuant to Regulation 14A
 under the Securities Exchange Act of 1934 with respect to the 2023 annual meeting of stockholders
 are incorporated by reference in Part III of this Form 10-K.

 BLINK

 TABLE
OF CONTENTS

 Page

 ITEM
 1.

 BUSINESS.

 ITEM
 1A.

 RISK FACTORS.

 ITEM
 1B.

 UNRESOLVED STAFF COMMENTS.

 ITEM
 1C.

 CYBERSECURITY.

 ITEM
 2.

 PROPERTIES.

 ITEM
 3.

 LEGAL PROCEEDINGS.

 ITEM
 4.

 MINE SAFETY DISCLOSURES.

 ITEM
 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.

 ITEM
 6.

 [RESERVED]

 ITEM
 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 ITEM
 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 ITEM
 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 ITEM
 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 ITEM
 9A.

 CONTROLS AND PROCEDURES.

 ITEM
 9B.

 OTHER INFORMATION.

 ITEM
 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 ITEM
 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 4 3

 ITEM
 11.

 EXECUTIVE COMPENSATION.

 ITEM
 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 ITEM
 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 ITEM
 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 ITEM
 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 ITEM
 16.

 FORM 10-K SUMMARY

 SIGNATURES

 FORWARD-LOOKING
AND CAUTIONARY STATEMENTS

 This
Annual Report on Form 10-K (this "Annual Report") contains forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that involve substantial risks and uncertainties. Forward-looking
statements present our current expectations or forecasts of future events. You can identify these statements because they do not relate
strictly to historical or current facts. Forward-looking statements involve risks and uncertainties and include statements regarding,
among other things, our projected revenue growth and profitability, our growth strategies and potential acquisitions, anticipated trends
in our market, and our anticipated needs for working capital. They are generally identifiable by the use of the words "may,"
"will," "should," "anticipate," "estimate," "plans," "potential,"
"projects," "continuing," "ongoing," "expects," "management believes," "we
believe," "we intend" or the negative of these words or other variations on these words or comparable terminology.

 Forward-looking
statements include, without limitation, the following statements:

 According
 to The International Energy Agency, global EV sales are projected to grow from 3 million vehicles in 2020 to about 25 million vehicles
 in 2030, a 25% compound annual growth rate (CAGR) over this period;

 the
 EV charger industry as a whole is undercapitalized to deliver the full potential of the expected EV market growth in the near future;

 we
 expect to retain our leadership position with new capital;

 we
 do not anticipate paying any cash dividends on our common stock;

 we
 anticipate continuing to expand our revenues by selling our next generation of EV charging equipment, expanding Blink owned and operated
 charging equipment, expanding our sales channels, and implementing EV charging station occupancy fees (fees for remaining connected
 to the charging station beyond an allotted grace period after charging is completed), implementing subscription plans for our Blink-owned
 public charging locations, and advertising fees;

 we
 are unique in our ability to offer various business models to Property Partners (as defined herein) and leverage our technology to
 meet the needs of both Property Partners and EV drivers; and

 we announced a strategic plan to achieve positive adjusted EBITDA by December 2024.

 Important
factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking
statements include, but are not limited to:

 changes
 in the market acceptance of our products and services;

 increased
 levels of competition;

 changes
 in political, economic, or regulatory conditions generally and in the markets in which we operate;

 geopolitical
 crises, outbreak of hostilities, and acts of war such as the Russian invasion of Ukraine, the Israeli-Hamas war, and Houthi rebel
 ship attacks in the Red Sea, the actions that have been and could be taken by other countries, including new and stricter sanctions
 and actions taken in response to such sanctions;

 our
 relationships with key customers;

 adverse
 conditions in the industries in which our customers operate;

 our
 ability to retain and attract senior management and other key employees;

 our
 ability to respond to new technological developments quickly and effectively;

 our
 ability to protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others,
 and prevent others from infringing on our proprietary rights; and

 other
 risks, including those described in the "Risk Factors" section of this Annual Report.

 We
operate in a very competitive and rapidly changing environment. New risks emerge from time to time. We cannot predict all of those risks,
nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ
materially from those contained in any forward-looking statement. The forward-looking statements in this Annual Report are based on assumptions
management believes are reasonable. However, due to the uncertainties associated with forward-looking statements, you should not place
undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the date they are made.

 Certain
market data and other statistical information in this Annual Report are based on information from independent industry organizations
and other third-party sources, including industry publications, surveys, and forecasts. Some market data and statistical information
contained in this Annual Report are also based on management's estimates and calculations derived from our review and interpretation
of the independent sources listed above, our internal research, and our knowledge of the EV industry. While we believe such information
is reliable, we have not independently verified any third-party information, and our internal data has not been verified by any independent
source.

 From
time to time, forward-looking statements are also included in our other periodic reports on Forms 10-Q and 8-K, in our press releases,
in our presentations, on our website, and in other materials released to the public. Any or all of the forward-looking statements included
in this Annual Report any other reports or public statements made by us are not guarantees of future performance and may turn out to
be inaccurate. These forward-looking statements represent our intentions, plans, expectations, assumptions, and beliefs about future
events and are subject to risks, uncertainties, and other factors. Many of those factors are outside of our control and could cause actual
results to differ materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties,
and assumptions, the events described in the forward-looking statements might not occur or occur to a different extent or at a different
time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of
the date of this Annual Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this
Annual Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements
contained or referred to in this Annual Report.

 Except
to the extent required by U.S. federal securities law, we undertake no obligation to update or revise any forward-looking statements,
whether because of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements,
or otherwise.

 For
a discussion of factors that we believe could cause our actual results to differ materially from expected and historical results, see
"Item 1A – Risk Factors" below.

 In
this Annual Report, unless otherwise indicated or the context otherwise requires, the "Company," "Blink," "Blink
Charging," "we," "us" or "our" refer to Blink Charging Co., a Nevada corporation, and its consolidated
subsidiaries.

 The
mark "Blink" is our registered trademark in the United States and, in the name of Ecotality, Inc. (whose assets we acquired
in October 2013), in Australia, China, Hong Kong, Indonesia, Japan, South Korea, Malaysia, Mexico, New Zealand, Philippines, South Africa,
Singapore, Switzerland, Taiwan, and is a trademark registered in the European Union under the Madrid Protocol. We have registered other
trademarks and use certain trademarks, trade names, and logos that have not been registered. We claim common law rights to these unregistered
trademarks, trade names, and logos.

 PART
I

 ITEM
 1.

 BUSINESS.

 Overview

 Blink
Charging Co., through its consolidated subsidiaries, is a leading manufacturer, owner, operator, and provider of electric vehicle
("EV") charging equipment and networked EV charging services in the rapidly growing U.S. and international markets for EVs.
Blink offers residential and commercial EV charging equipment and services, enabling EV drivers to recharge at various locations. Blink's
principal line of products 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 Networks are a proprietary,
cloud-based system that operates, maintains, and manages Blink charging stations and handles the associated charging data, back-end operations,
and payment processing. The Blink Networks provide fleets, property owners, managers, parking companies, and state and municipal entities
("Property Partners"), among other types of commercial customers, with cloud-based services that enable the remote monitoring
and management of EV charging stations. The Blink Networks also provide EV drivers with vital station information, including station
location, availability, and fees (as applicable).

 To
capture more revenues derived from providing EV charging equipment to commercial customers and to help differentiate Blink in the EV
infrastructure market, Blink offers Property Partners a comprehensive range of solutions for EV charging equipment and services that
generally fall into one of the business models below, differentiated by who owns the equipment and who bears the costs of installation,
equipment, maintenance, and the percentage of revenue shared.

 In
 our Blink-owned turnkey business model, we incur the charging equipment and installation
 costs. We own and operate the EV charging station and provide connectivity of the charging
 station to the Blink Networks. In this model, which favors recurring revenues, we incur most
 costs associated with the EV charging stations; thus, we retain substantially all EV charging
 revenues after deducting network connectivity and processing fees. Our agreement with the
 Property Partner typically lasts nine years, with extensions that can bring it to 27 years.

 In
 our Blink-owned hybrid business model, we incur the charging equipment costs while
 the Property Partner incurs the installation costs. We own and operate the EV charging station
 and provide connectivity to the Blink Networks. In this model, since the Property Partner
 incurs the installation costs; we share a more generous portion of the EV charging revenues
 with the Property Partner after deducting Blink network connectivity and processing fees.
 Our agreement with the Property Partner typically lasts seven years, with extensions that
 can bring it to 21 years.

 In
 our host-owned business model, the Property Partner purchases, owns, and operates
 the Blink EV charging station and incurs the installation costs. We work with the Property
 Partner by providing site recommendations, connectivity to the Blink Networks, payment processing,
 and optional maintenance services. In this model, the Property Partner retains and keeps
 all the EV charging revenues after deducting Blink network connectivity and processing fees.

 In
 our Blink-as-a-Service model, we own and operate the EV charging station, while the
 Property Partner incurs the installation costs. The Property Partner pays us a fixed monthly
 fee for the service and keeps all the EV charging revenues after deducting Blink network
 connectivity and processing fees. Our agreement with the Property owner typically lasts five
 years.

 We
also own and operate EV car-sharing and ride-sharing programs through our wholly owned subsidiary, Blink Mobility. These programs allow
customers to share electric vehicles through subscription services and charge those cars through our charging stations.

 In
pursuit of our commitment to fostering the widespread adoption of electric vehicles (EVs) through the establishment and management of
EV charging infrastructure on a global scale, we remain steadfast in our dedication to mitigating climate change. This dedication is
evidenced by our efforts to diminish greenhouse gas emissions stemming from gasoline-powered vehicles. With the goal of being a leader
in the build-out of EV charging infrastructure and maximizing our share of the EV charging market, we have established strategic commercial,
municipal, and retail partnerships across industry verticals and encompassing numerous transit/destination locations, including airports,
auto dealers, healthcare/medical, hotels, mixed-use, municipal sites, multifamily residential and condos, parks and recreation areas,
parking lots, religious institutions, restaurants, retailers, schools and universities, stadiums, supermarkets, transportation hubs,
and workplace locations.

 In
2023, we entered into agreements with significant new customers, including the United States Postal Service (USPS), Mack Trucks,
McArthurGlen, BluePoint, Mike Albert Fleet Solutions, Royal Farms, John Henry General Store, Moberly Motor Company, Arcos Dorados
(McDonald's Puerto Rico), AAA, Allegiant Stadium (Las Vegas), Village of Tuckahoe (NY), Miami Beach (FL), Metropolitan
Government of Nashville-Davidson County, and Salt Lake City International Airport, that expand our potential for unit
sales and deployments. Similarly, in 2022, we entered into agreements with significant new customers, including Mitsubishi,
Cushman & Wakefield, Triple J, Q-Park, Best Buy, UBS, Bosch Mexico, Porsche Puerto Rico and Guatemala, Veris Residential,
Greystar, Cambium, and the cities of Atlanta (GA), Rockford (IL), Newton (IA), Winslow (N.J), and Leeds (UK). Along with
these new business relationships, we forged critical strategic relationships with organizations that directly or indirectly
influence EV charging stations purchase decisions. Examples include the Florida Sheriff's Association Cooperative, the State
of Utah, Illinois Region 1 Planning Council, AES El Salvador, and Vizient – the largest member-driven healthcare performance
improvement company in the United States representing more than $130 billion in annual purchasing volume.

 In
2022, we expanded our presence through the acquisitions of SemaConnect and Electric Blue, establishing new offices in Bowie, Maryland,
and St. Albans, United Kingdom. Additionally, we opened manufacturing facilities in Bowie, Maryland, and Bangalore, India. These additions
enhance our capacity in the U.S. and internationally, enabling us to develop and manufacture hardware and innovate new software capabilities
to address the evolving EV charging landscape. They also serve as crucial hubs for operations in the United States, Europe, Asia Pacific,
and the Middle East. This expansion aligns with our strategic goal of growing our global engineering teams and establishing operational
hubs to support our international expansion into new regions.

 As
of December 31, 2023, we sold or deployed 89,825 chargers, of which 72,418 were in the Blink Networks (244 Level 1 publicly accessible
commercial chargers, 44,673 Level 2 publicly accessible commercial chargers, 5,569 Level 2 private commercial chargers, 667 DC Fast Charging
EV publicly accessible chargers, 36 DC Fast Charging EV private chargers, and 525 residential Level 2 Blink EV chargers, inclusive of
20,704 chargers pending to be commissioned). Included in the Blink Networks are 5,150 chargers owned by us. The remaining 17,407 were
non-networked, on other networks or international sales or deployments (761 Level 2 commercial chargers, 16 DC Fast Charging chargers,
12,224 residential Level 2 Blink EV chargers, 2,938 sold to other U.S. networks and 1,468 sold internationally). The
charger units noted above are net of swap-out or replacement units.

 As
an EV charging station leader, we understand our corporate social responsibility and remain steadfast in our commitment to fostering
a cleaner, improved global environment. By prioritizing our environmental, social, and governance initiatives, we consistently enhance
our standing within the EV industry as a responsible and value-enhancing service provider within the ecosystem. Upholding sustainable
procurement, we intend to persist in aligning with partners who share our vision for societal advancement and uphold ethical business
standards. As our technology advances, we are devoted to implementing recycling programs aimed at repurposing older products.

 Industry
Overview

 The
plug-in electric vehicle market experienced significant growth in recent years with EV adoption hitting an all-time high of 7.8% in 2023
in the U.S., as reported by BNEF. Anticipating sustained momentum, we foresee continued growth throughout 2024, propelled by the introduction
of new EV models into the market as automotive manufacturers continue to scale production of EVs. Sales projections indicate a trajectory
of ongoing increase, buoyed by technological advancements, heightened competition, and a trend of declining prices.

 In
addition, we believe the advancements made in battery technologies will allow EVs to achieve approximate cost parity with internal combustion
engine vehicles and will extend driving range and consumer confidence moving the market away from range anxiety toward range confidence,
creating further consumer demand.

 Moreover,
the U.S. Administration and private companies' increasing focus on climate related initiatives and their large-scale commitment
and investment in developing and expanding the EV charging infrastructure are making it easier for drivers to own and use EVs.

 The
demand for electric vehicles has been further propelled by government incentives and regulations at federal, state, and local levels.
It is anticipated that government agencies worldwide will persist in offering incentives to promote EV purchases, while continuing to
roll out regulations aimed at reducing emissions and incentivizing the adoption of clean energy vehicles. At the U.S. federal level,
the Bipartisan Infrastructure Law provides $7.5 billion for EV charging network development across the United States for both DCFC and
Level 2 chargers. At the state level, California, Oregon, New York, Maryland, and Massachusetts among other states, have created mandates
for EVs to achieve more than 6.8 million EVs on the road by 2030 and many states provide additional EV incentives to consumers. Further,
a shift towards EV car-sharing has boosted the transition to EV fleets, leading to increased EV charging station demand.

 2024
is expected to be a year of increasing numbers of EV models available and improved infrastructure to support them. In 2023, many auto
traditional and new manufacturers such as Mercedes, Ford, General Motors, BMW, Fisker, BYD, Lucid, and Rivian brought new electric vehicle
models and ramped up production of existing models.

 As
pioneers in the EV charging industry, we continue to lead as market demands for a robust charging infrastructure increase. We are the
only EV charging company based in the United States to offer complete vertical integration from research and development and manufacturing
to EV charger ownership, operations and services. This vertical integration creates significant opportunities to control our supply chain
and accelerate our go-to-market speed while reducing operating costs. We believe this opportunistically positions us to meet this demand
both domestically and globally.

 Industry
Overview

 The
plug-in electric vehicle market experienced significant growth in recent years with EV adoption hitting an all-time high of 7.8% in 2023
in the U.S., as reported by BNEF. Anticipating sustained momentum, we foresee continued growth throughout 2024, propelled by the introduction
of new EV models into the market as automotive manufacturers continue to scale production of EVs. Sales projections indicate a trajectory
of ongoing increase, buoyed by technological advancements, heightened competition, and a trend of declining prices.

 In
addition, we believe the advancements made in battery technologies will allow EVs to achieve approximate cost parity with internal combustion
engine vehicles and will extend driving range and consumer confidence moving the market away from range anxiety toward range confidence,
creating further consumer demand.

 Moreover,
the U.S. Administration and private companies' increasing focus on climate related initiatives and their large-scale commitment
and investment in developing and expanding the EV charging infrastructure are making it easier for drivers to own and use EVs.

 The
demand for electric vehicles has been further propelled by government incentives and regulations at federal, state, and local levels.
It is anticipated that government agencies worldwide will persist in offering incentives to promote EV purchases, while continuing to
roll out regulations aimed at reducing emissions and incentivizing the adoption of clean energy vehicles. At the U.S. federal level,
the Bipartisan Infrastructure Law provides $7.5 billion for EV charging network development across the United States for both DCFC and
Level 2 chargers. At the state level, California, Oregon, New York, Maryland, and Massachusetts among other states, have created mandates
for EVs to achieve more than 6.8 million EVs on the road by 2030 and many states provide additional EV incentives to consumers. Further,
a shift towards EV car-sharing has boosted the transition to EV fleets, leading to increased EV charging station demand.

 2024
is expected to be a year of increasing numbers of EV models available and improved infrastructure to support them. In 2023, many auto
traditional and new manufacturers such as Mercedes, Ford, General Motors, BMW, Fisker, BYD, Lucid, and Rivian brought new electric vehicle
models and ramped up production of existing models.

 As
pioneers in the EV charging industry, we continue to lead as market demands for a robust charging infrastructure increase. We are the
only EV charging company based in the United States to offer complete vertical integration from research and development and manufacturing
to EV charger ownership, operations and services. This vertical integration creates significant opportunities to control our supply chain
and accelerate our go-to-market speed while reducing operating costs. We believe this opportunistically positions us to meet this demand
both domestically and globally.

 Our
EV Charging Solutions

 We
offer a variety of EV charging products and services to Property Partners and EV drivers.

 EV
Charging Solutions

 Level
 2. We offer a wide range of Level 2 (AC) EV charging equipment, ideal for commercial
 and residential use, with the North American standard J1772 connector, the North American
 Charging Standard (NACS) connector, and the Type 2 connector compatible with electric vehicles
 in Europe and across Latin America.

 Our
 commercial Level 2 chargers consist of the EQ, HQ, MQ, and IQ 200 families and the Series
 4, 6, 7, and 8 families, which are available in pedestal, wall mount, and pole mount configurations.
 The MQ and IQ 200, along with the Series 6, 7, and 8 chargers offer an optional cable management
 system. Additionally, we offer three residential Level 2 chargers for the Americas: the wall-mounted
 HQ 200, Series 4, and a smart charging cable, the PQ 150, designed for European markets.
 Our commercial and residential chargers (except the non-networked HQ 150) can connect to
 the Blink Networks or a local network. Level 2 charging stations typically provide a full
 charge in two to eight hours. Level 2 chargers are ideally suited for low-cost installations
 and frequently used parking locations, such as workplaces, multifamily residential, retail,
 hospitality, and mixed-use, parking garages, municipalities, colleges/schools, hospitals
 and airports.

 International
 Products. We offer Level 2 AC and DC products for the rapidly expanding international
 markets targeted at the residential, workplace, retail, parking garages, leasing companies,
 hospitality, and other locations. These products are available with the Type 2, GBT, and
 CCS 2 connectors and include the PQ 150, Series 3 (an ideal product for the 2/3-wheeled vehicles),
 and the EQ 200.

 Mobile
 Charger. We offer the HQ 200-M Level 2 charger for the mobile/emergency charging market
 which requires a portable charger to be used for roadside or other use cases where a connection
 to the electricity grid is not available.

 DCFC.
 We offer a complete line of DC Fast Charging equipment ("DCFC") that ranges
 from 30kW to 360kW, supports the 'CHAdeMo', CCS1, and NACS connectors,
 and typically provide an 80% charge in less than 30 minutes. Installation of DCFC stations
 and grid requirements are typically greater than Level 2 charging stations and are ideally
 suited for transportation hubs and locations between travel destinations. These include the
 Series 9 30kW DC Fast Charger that works ideally for the fleet and auto dealership segments
 and is available in wall and pedestal mount configurations, the Blink 30kW DC Fast Charger
 that boasts a small footprint providing up to 100 amps of output, and the Blink 60kW –
 360kW DC Fast Charger that provides from 140 to 500 amps of power.

 Blink
 Network. The Blink Network is a cloud-based platform that manages our network of EV chargers
 around the world for remote monitoring, management, payment processing, customer support,
 and other features required for operating the Blink Networks of EV charging locations.

 Blink
 Charging Mobile App. We offer Blink Charging Mobile Apps (iOS and Android) that provide
 EV drivers control by giving them improved search capabilities which allows them to search
 for nearby amenities, as well as chargers by zip-codes, city, business, category, or address,
 and expanded keyword search. The app also includes payment functionality, eliminating the
 need for a credit card.

 Fleet
 Management. We offer Fleet Management applications, targeted at commercial, municipal,
 and federal fleets for planning, managing, and optimizing their departure schedules and energy
 costs. Our Fleet Management applications can be used as standalone tools or integrated into
 existing fleet management solutions, which allows Blink to be a flexible and value-added
 solution within existing software stacks.

 Competitive
Advantages/Operational Strengths

 Long-Term
Contracts with Property Owners. We have strategic and often long-term agreements that include location exclusivity with Property
Partners across numerous transit/destination locations, including airports, car dealers, healthcare/medical, hotels, mixed-use, municipal
locations, multifamily residential and condo, parks and recreation areas, parking lots, religious institutions, restaurants, retailers,
schools and universities, stadiums, supermarkets, transportation hubs, and workplace locations. Property Partners include well-recognized
companies, large municipalities and local businesses. Representative examples include the City of Miami Beach, City of Chula Vista, City
of Phoenix, City of Portland, City of Knoxville, City of San Antonio, City of Leeds (UK), University of San Diego, Ohlone College, ACE
Parking, Q-Park, Icon Parking, SP+ Parking, iPark, LAZ Parking, Reef Parking, Federal Realty, Equity Residential, Related Group, Johnson
& Johnson, Kaiser Permanente, Blessing Healthcare, Sony Pictures Entertainment, Starbucks, JBG Associates, Kroger Company, Fred Meyer
Stores, Inc., Fry's Food & Drug, Inc., Raising Cane's, McDonald's, Carl's Jr., Burger King, Walgreens and
Ralphs Grocery Company. We continue to generate new contracts with Property Partners that previously secured our services independently
or had contracts with the EV service providers that we acquired in the past.

 Vertically
Integrated Supply Chain, Engineering and Manufacturing. With the acquisition of SemaConnect, we have become a fully vertically
integrated charging equipment and software provider, among the few in the world. We believe this strategy provides multiple benefits
among which are the bottom-up approach to design and engineering, compliance with "Buy American" hardware requirements, controlling
the supply chain timing and costs, ensuring adequate levels of inventory in constrained markets, and ability to capture the manufacturing
margin in a high-demand environment.

 Differentiated
but Flexible Business Models. We own, operate and supply proprietary electric vehicle charging equipment and networked EV charging
services. We believe that our ability to provide various business models, including a comprehensive turnkey solution, to Property Partners
and leverage our technology to meet both Property Partners' and EV drivers' needs provides us a competitive advantage in
addition to more compelling long-term growth opportunities than possible through equipment sales only.

 Ownership
and Control of EV Charging Stations and Services. We own a considerable percentage of our charging stations, which is a significant
differentiation between us and some of our primary competitors. This ownership model allows us to control the settings and pricing for
our EV charging services, service the equipment as necessary, and have more effective brand management and price uniformity. As for those
stations that we do not own, we are using our best efforts to encourage their owners to keep the stations operating in good order and,
in some cases, to replace faulty stations with our new charging station equipment.

 Our
Growth Strategy

 Our
objective is to continue becoming a vertically integrated and leading provider of EV charging solutions by deploying mass-scale EV charging
infrastructure. By doing so, we aim to enable the accelerated growth of EV adoption and the EV industry. Key elements of our growth strategy
include:

 Relentless
 Focus on Customer Satisfaction. Our objective is to increase overall customer satisfaction
 among new and existing Property Partners and EV drivers. This entails prioritizing charger
 uptime and availability while expanding and enhancing the EV charging infrastructure within
 densely populated regions of high demand. Furthermore, we are committed to optimizing the
 productivity and utilization of existing EV charging stations, as well as enhancing the key
 features of our EV charging station hardware and Blink Networks.

 We
are equally focused on analyzing our network uptime and reliability and dedicating resources to improve these areas. We believe that
improvement on these metrics is critical for the EV charging industry and its continuous growth as EV owners and considerers need to
have confidence in the infrastructure for charging.

 Pursue
 Strategic Opportunities to Expand Blink-Owned Turnkey and Hybrid Models. We have
 structured our business to identify and pursue opportunities to develop Blink's owner
 and operator business model with locations that have potential of high utilization, where
 grant or rebate funds are available, and where we can realize long-term benefit for the EV
 charging location to establish long-term recurring revenue.

 Continue
 to Invest in Technology Innovations. We will continue to enhance the product offerings
 available in our EV charging hardware, cloud-based software, and networking capability. In
 October 2022, we unveiled our all-new Blink Networks and Blink Charging Mobile Apps (Android
 and iOS), redesigned from the ground-up, with industry-leading architecture, improving reliability,
 user experience and flexibility capable of iterating as the industry matures. The new Network
 can serve a wide variety of EV equipment, languages, currencies, and applications, allowing
 Blink to stay competitive in the fast-moving EV charging landscape. Concurrently, the new
 mobile app creates a seamless driver charging experience across the globe. Our software implementation
 allows us to remain technology agnostic to enable the onboarding of OCPP compliant equipment
 from other manufacturers onto our newly designed network.

 Strengthen
 and Support our Human Capital. Our experienced employees and management team are
 our most valuable resources. Attracting, training, and retaining key personnel has been and
 will remain critical to our success. To achieve our human capital goals, we intend to stay
 focused on providing our personnel with entrepreneurial opportunities to expand our business
 within their areas of expertise. We will also continue to provide our personnel with personal
 and professional growth opportunities, including additional training, performance-based incentives
 such as opportunities for stock ownership, and other competitive benefits.

 Expand
 Sales and Marketing Resources. We intend to invest in sales and marketing infrastructure
 to capitalize on market growth and expand our go-to-market strategy while maintaining a disciplined
 approach to expenses. Today, we use a direct sales force, as well as resellers and distributors,
 and will continue expanding through the use of independent sales agents, utilities, contractors,
 automotive manufacturers, and dealers.

 Seek
 Strategic Acquisition Opportunities. We seek domestic and international acquisition
 opportunities which are accretive towards our profitability targets, while allowing us to
 expeditiously expand our footprint of EV charging station locations, product offerings and
 enhance our Blink Network.

 Leverage
 Our Early Mover Advantage. We continue to leverage our extensive and defendable first-mover
 advantage and the digital customer experience we have created for both EV drivers and Property
 Partners. We believe that hundreds of thousands of Blink driver registrants appreciate the
 value of transacting charging sessions on established robust networks. Blink chargers are
 primarily deployed throughout the United States, Europe, Mexico, and Central America. Users
 commonly exhibit a preference for remaining with a single, cohesive network.

 Appropriately
 Capitalize Our Business. We continue to pursue new potential capital sources to deliver
 critical operational objectives and the necessary resources to execute our overall strategy.
 The EV charging industry, as a whole, is undercapitalized to deliver the full potential of
 the expected EV market growth in the near future. We expect to retain our leadership position
 with new growth capital as required.

 Integration
 of Four Recent Acquisitions.

 On April 18, 2023,
we completed the acquisition of Envoy Technologies, Inc. Envoy is a car sharing platform with an iOS/Android app that provides on-demand
electric vehicles as an amenity to apartments, office buildings and hotels. The company equips real estate owners and operators with a
new and innovative way to enhance the lifestyle of their tenants, members and guests by providing "Mobility as an Amenity
service," a platform that offers a technology to reserve and access vehicles, driver insurance, maintenance, electric vehicle chargers,
electric fleet, fleet maintenance, full-service mobile app, customer support and robust analytics. Envoy provides the technology, operations
and vehicles to implement private and dedicated auto-sharing as an amenity for any community.

 On June 15, 2022, we completed the acquisition of SemaConnect,
 Inc., a leading provider of EV charging infrastructure solutions in North America with manufacturing
 facilities in both the United States and India. Upon the closing of the acquisition, SemaConnect
 became a wholly owned subsidiary of our company, allowing Blink to comply with "Buy
 America" mandates and adding nearly 13,000 active chargers and over 150,000 registered
 users to the Blink Networks.

On April 22, 2022, pursuant to a Sale and Purchase Agreement dated April 22, 2022, we acquired, through our wholly owned subsidiary in
the Netherlands, Blink Holdings B.V., all the outstanding capital stock of Electric Blue Limited, a private company limited by shares
and registered in England and Wales ("EB"), from its shareholders. Headquartered in St. Albans, United Kingdom, EB is a leading
provider of electric vehicle charging and sustainable energy solutions and technologies.

 On
May 10, 2021, we, through our wholly owned subsidiary in the Netherlands, Blink Holdings, B.V., closed on the acquisition of the outstanding
capital stock of a Belgian company, Blue Corner NV ("Blue Corner"), from its shareholders. Headquartered in Belgium, with
sales representative offices in several other European cities, Blue Corner owns and operates an EV charging network across Europe. The
acquisition of Blue Corner was made to enter the European market and provide an opportunity to expand our footprint in this region.

 Sales

 Our
sales organization builds and maintains long-term business relationships with our customers by utilizing our four core business models.
These business models provide a high degree of flexibility to match host location goals and objectives for EV charging with our industry-leading
equipment and software solutions. Our team identifies locations that have the potential to create long-term, recurring value for the
Property Partner and Blink. Sales personnel are able to pivot to traditional equipment sales or charging-as-a-service models when, and
if, a location is not identified as a promising generator of future recurring revenues. The team strives to maintain a balance between
equipment sales that grow revenue today, and site locations that have potential to generate strong revenues in the future under our owner-operator
business models.

 We
also engage with strategic distributor and reseller partners across a range of vertical markets both within the U.S. and globally. These
organizations typically have unique relationships or capabilities within their respective markets and provide Blink with additional sales
opportunities. These partnerships amplify Blink's sales reach and are authorized to sell our EV charging hardware, software services
(connectivity to the Blink Networks), and extended warranty service plans.

 We
are making further inroads into the residential charging station market where we sell Level 2 chargers through various internet channels,
such as Amazon, Walmart.com, BestBuy and other online retailers, to reach the single-family residential charging market in the United
States.

 In
2023, we entered into agreements with new major customers, including the United States Postal Service ("USPS"), Mack Trucks,
McArthurGlen, BluePoint, Mike Albert Fleet Solutions, Royal Farms, John Henry General Store, Moberly Motor Company, Arcos Dorados (McDonald's
Puerto Rico), AAA, Allegiant Stadium (Las Vegas), Village of Tuckahoe (NY), Miami Beach (FL), Metropolitan Government of Nashville-Davidson
County, Salt Lake City International Airport, and others that expand our potential for unit sales and deployments. Similarly, in 2022,
we entered into agreement with new major customers including Mitsubishi, Cushman & Wakefield, Triple J, Q-Park, Best Buy, UBS, Bosch
Mexico, Porsche Puerto Rico and Guatemala, Veris Residential, Greystar, Cambium, and cities of Atlanta (GA), Rockford (IL), Newton (IA),
Winslow (NJ), Leeds (U.K.) and others. Along with these new business relationships, we forged critical strategic relationships with organizations
that directly or indirectly influence EV charging station purchase decisions. Examples include Sustainable Westchester in New York and
Clean Cities Organizations in Virginia, Vermont, and Ohio, Florida Sheriff's Association Cooperative, Utah State, Illinois Region
1 Planning Council, AES El Salvador and Vizient.

 In
addition to adding sales personnel within key markets, we solidified our organizational structure through hiring talented business development
professionals and establishing a new account management team to onboard customers and maintain long-term relationships.

 Our
in-house staff performs a variety of marketing activities. Our marketing team works to promote and sell our services to a variety of
vertical markets, and directly to EV drivers. We also utilize marketing and communication channels, including press releases, email marketing,
website (www.blinkcharging.com), pay-per-click advertising, social media marketing, webinars, sponsorships and partnerships, advertising
and conferences. Our websites' information is not, and will not be deemed, a part of this Annual Report or incorporated into any
other filings we make with the SEC.

 We
continue to invest in improving our company-owned stations' service and maintenance and those stations with service and maintenance
plans and expanding our cloud-based network capabilities. We anticipate continuing to grow our revenues by (i) selling our next generation
of EV charging equipment to current as well as to new Property Partners, which includes airports, auto dealers, healthcare/medical, hotels,
mixed-use, municipal locations, multifamily residential and condos, parks and recreation areas, parking lots, religious institutions,
restaurants, retailers, schools and universities, stadiums, supermarkets, transportation hubs, and workplace locations, (ii) expanding
our sales channels to wholesale distributors, utilities, auto original equipment manufacturers ("OEMs"), solar integrators,
and dealers, which will include implementing EV charging station occupancy fees (after charging is completed, fees for remaining connected
to the charging station beyond an allotted grace period) and subscription plans for EV drivers on our company-owned public charging locations,
(iii) adding additional charging stations in locations with increasing utilization metrics, (iv) offering Blink Care (silver / gold),
and (v) offering warranty for our chargers and services.

 Our
Customers and Partners

 We
have strategic partnerships across numerous transit/destination locations, including airports, auto dealers, healthcare/medical, hotels,
mixed use and municipal locations, multifamily residential and condos, parks and recreation areas, parking lots, religious institutions,
restaurants, retailers, schools and universities, stadiums, supermarkets, transportation hubs, and workplace locations. We have hundreds
of Property Partners that include well recognized companies, large municipalities, and local businesses. We strive to engage all Blink-owned
turnkey and hybrid property partners with exclusive EV charging contracts. This strategy further supports our owner-operator model to
generate recurring revenue for both the Property Partner and Blink. Representative examples are McDonald's, Sony Pictures, Caltrans,
Audi of America, Porsche Design Tower, City of Azusa, City of Chula Vista, City of Springfield, City of Tucson, City of Fayetteville,
BJ's Inc., Federal Realty, Fred Meyer Stores, Inc., Fry's Food & Drug, Inc., Kana Hotel Group, Kroger Company, and Ralphs
Grocery Company. We continue to establish new contracts with Property Partners that previously secured our services independently or
had contracts with the EV services providers that we acquired.

 Our
revenues are primarily derived from fees charged to EV drivers for EV charging in public locations, EV charging hardware sales, government
grants and sales of equipment warranties. EV charging fees to drivers are based on an hourly rate, by energy dispensed per kilowatt-hour
("kWh"), or by session. Such fees are calculated based on various factors, including associated station costs and local electricity
tariffs. EV charging hardware is sold to our Property Partners such as InterEnergy, Green Commuter, Nashville Music Center, Wendy's
and other Property Partners engaged with our host-owned business model. Other income sources from EV charging services are network fees,
extended warranty fees, membership fees, and payment processing fees paid by our Property Partners. Blink generates revenues from its
EV car-sharing program through Envoy and BlueLA, which allow customers the ability to retain electric vehicles through a subscription
service.

 We
teamed up with Google Maps to make locating EV charging stations straightforward and accessible. Our charging stations are displayed
in Google Maps.

 We
are focused on profitable international expansion and have made significant progress at expanding our business across the globe, focusing
primarily on Europe, United Kingdom, and Latin America.

 On
June 15, 2022, we completed the acquisition of SemaConnect, Inc., a leading provider of EV charging infrastructure solutions in North
America with manufacturing facilities in both the United States and India. Upon the closing of the acquisition, SemaConnect became a
wholly owned subsidiary of our company, allowing us to comply with "Buy America" mandates and adding nearly 13,000 active
chargers and over 150,000 registered users to the Blink Networks.

 On
April 22, 2022, pursuant to a Sale and Purchase Agreement dated April 22, 2022, we acquired, through our wholly owned subsidiary in the
Netherlands, Blink Holdings B.V., all the outstanding capital stock of Electric Blue Limited, a private company limited by shares and
registered in England and Wales ("EB"), from its shareholders. Headquartered in St. Albans, United Kingdom, EB is a leading
provider of electric vehicle charging and sustainable energy solutions and technologies.

 On
May 10, 2021, we, through our wholly owned subsidiary in the Netherlands, Blink Holdings, B.V., closed on the acquisition of the outstanding
capital stock of a Belgian company, Blue Corner NV ("Blue Corner"), from its shareholders. Headquartered in Belgium, with
sales representative offices in several other European cities, Blue Corner owns and operates an EV charging network across Europe. The
acquisition of Blue Corner was made to enter the European market and provide an opportunity to expand our footprint in this region. Additionally,
we operate through Blink Charging Ltd. for our expansion in Israel and Blink Hellas SA for our expansion in Greece. We are in the process
of establishing numerous subsidiaries in Latin America as we further concentrate our international efforts. Finally, we established a
new software development team in India, managed by our Indian subsidiary, Blink Charging Software Solutions Ltd.

 Our
Competition

 The
EV charging equipment and service market is highly competitive, and we expect the market to become increasingly competitive as new entrants
enter this growing market. Our products and services compete on product performance and features, the total cost of ownership, sales
capabilities, financial stability, brand recognition, product reliability, and the installed base's size. Our existing competition
in the U.S. currently includes ChargePoint, which manufactures EV charging equipment and operates the ChargePoint Network, and EVgo,
which offers home and public charging with pay-as-you-go and subscription models. Other entrants into the connected EV charging station
equipment market include Flo, Volta, Clipper Creek, StarCharge, Wallbox, Freewire, Autel, and EV Connect. We believe these additional
competitors struggle with gaining the necessary network traction but could gain momentum in the future. While Tesla does offer EV charging
services, the connector type currently restricts the chargers to Tesla vehicles only in North America, which we believe will change as
a number of OEMs have announced transitioning to the North American Charging Standard (NACS) used by Tesla. Many other EV charging companies
offer non-networked or "basic" chargers with limited customer leverage but could provide a low-cost solution for basic charger
needs in commercial and home locations.

 Our
competitive advantage in this market includes vertical integration and our exclusive, long-term contracts with our Property Partners
and flexible business models. We offer our EV charging station equipment and provide access to a robust EV charging network.

 Government
Grants

 We
have a full-time dedicated team to identify and process federal and state funding opportunities for EV charging infrastructure development.
We are committed to pursuing EV charging development grant opportunities in all 50 states. Funding sources in the U.S. include the Department
of Energy, Department of Transportation, Department of Agriculture, the VW mitigation settlement trust fund, funding initiatives from
utility service providers and various state and local jurisdictions. In Europe, we have a significant presence both in the European Union
and the United Kingdom through our acquisitions of Blue Corner and Electric Blue. Our staff in Europe has significant experience in applying
and taking advantage of various European jurisdictions incentives and rebate programs.

 Disclosure
Related to Climate Change

 On
March 21, 2022, the Securities and Exchange Commission ("SEC") proposed rules mandating climate-related disclosures in companies'
annual reports and registration statements. The proposed rules contemplate phase-in periods based on SEC filer status, with extended
phase-in periods for Scope 3 disclosures and third-party attestation requirements. Under the direction and supervision of senior management
and with board oversight, our Environmental, Social, and Governance ("ESG") Committee has initiated a process to implement
and maintain compliance with the SEC's climate disclosure requirements as they are enacted.

 Privacy
and Data Security Laws

 We
are currently subject, and/or may in the future be subject, to numerous privacy and data security laws. For example, some U.S. states,
members of the European Economic Area, the United Kingdom, and many other jurisdictions in which we operate have adopted some form of
privacy and data security laws and regulations which impose significant compliance obligations.

 The
European Union's General Data Protection Regulation ("GDPR"), which is wide-ranging in scope, imposes several requirements
relating to a variety of matters, including the control over personal data by individuals to whom the personal data relates, the information
provided to the individuals, the documentation we must maintain, the security and confidentiality of the personal data, data breach notification,
and the use of third-party processors in connection with the processing of personal data. The GDPR also imposes strict rules on the transfer
of personal data outside of the European Union ("EU"), provides an enforcement authority, and authorizes the imposition of
large penalties for noncompliance, including the potential for significant fines. The GDPR requirements apply not only to third-party
transactions, but also to transfers of information between Blink Charging and its subsidiaries, including employee information. The GDPR
has increased our responsibility and potential liability in relation to all types of personal data that we process and we may be required
to put in place additional mechanisms to ensure compliance with the GDPR, which could divert management's attention and increase
its cost of doing business, and despite our ongoing efforts to bring its practices into compliance with the GDPR, it may not be successful.

 Additionally,
we are governed by a California state privacy law called the California Consumer Privacy Act of 2018 ("CCPA"), which contains
requirements similar to GDPR for the handling of personal information of California residents. The CCPA establishes a privacy framework
for covered businesses, including an expansive definition of personal information and data privacy rights for California residents. The
CCPA includes a framework with potentially severe statutory damages and private rights of action. The CCPA requires covered companies
to provide new disclosures to California consumers (as that word is broadly defined in the CCPA), and new ways for such consumers to
opt out of certain sales of personal information, and to allow for a new cause of action for data breaches. Further, California voters
approved a new privacy law, the California Privacy Rights Act ("CPRA") in November 2020. Effective starting on January 1,
2023, the CPRA will significantly modify the CCPA, including by expanding the consumers' rights with respect to certain sensitive
personal information. The CPRA also creates a new state agency that will be vested with authority to implement and enforce the CCPA and
the CPRA. New legislation proposed or enacted in various other states will continue to shape the data privacy environment nationally.
For example, the Virginia Consumer Data Protection Act became effective on January 1, 2023, the Colorado Privacy Act becomes effective
on July 1, 2023, the Connecticut Act Concerning Personal Data Privacy and Online Monitoring becomes effective on July 1, 2023, and the
Utah Privacy Act becomes effective on December 1, 2023.

 The
GDPR, CCPA, CPRA, CPA, and CDPA exemplify the vulnerability of our business to the evolving regulatory environment related to personal
data. Our compliance costs and potential liability may increase as a result of additional national and international regulatory requirements
related to data privacy and data security. We are currently subject, and/or may in the future be subject, to numerous privacy and data
security laws. For example, some U.S. states, members of the European Economic Area, the United Kingdom, and many other jurisdictions
in which we operate have adopted some form of privacy and data security laws and regulations which impose significant compliance obligations.

 Environmental,
Social, and Governance (ESG)

 We
are committed to sourcing only responsibly produced materials. We have a zero-tolerance policy when it comes to child or forced labor
and human trafficking by our suppliers. We believe that sound corporate governance is critical to helping us achieve our goals, including
with respect to ESG. We are focused on further enhancing sustainability of operations and continue to evolve a governance framework that
exercises appropriate oversight of responsibilities at all levels throughout the company. Our board-level ESG Committee, with active
management participation, will oversee our ESG initiatives and priorities.

 Government
Regulation and Incentives

 State,
regional and local regulations for installing EV charging stations vary from jurisdiction to jurisdiction and may include permitting
requirements, inspection requirements, licensing of contractors, and certifications. Compliance with such regulations may cause installation
delays.

 Currently,
we apply charging fees by the kWh for our services in most states that permit this policy, while there are a handful of other states
that only allow charging fees on hourly and by session for our services (Georgia, Louisiana, Michigan, Mississippi, Nebraska, Tennessee
and Wisconsin).

 We
intend to continue to vigorously seek additional grants, loans, rebates, subsidies, and incentives as cost-effective means of reducing
our capital investment in the promotion, purchase and installation of charging stations where applicable. We expect these incentives,
rebates, and tax credits to be critical to our future growth. Additionally, some incentives are currently offered to encourage electric
vehicle adoption at the federal, state and local levels. The Federal Government provides a personal income tax credit for qualified buyers
and plug-in electric vehicles, with a maximum of $7,500, depending on vehicle weight and battery capacity, income levels, and battery
sourcing origin. States such as California, Colorado, Delaware, Louisiana, Massachusetts, New York, and Rhode Island offer various rebates,
grants, and tax credits to incentivize EV and EVSE purchases.

 CESQG

 As
a Conditionally Exempt Small Quantity Generator ("CESQG"), we generate a limited quantity of hazardous waste, mainly solvent
contaminated wipes, which are transported to local solid waste facilities. Scrapped electronic boards are transported to a local recycler.
A CESQG of hazardous waste is defined as a generator that:

 produces
 no more than 100 kg (220 lbs.) of hazardous waste per calendar month;

 produces
 no more than 1 kg (2.2 lbs.) of acute hazardous waste per calendar month;

 never
 accumulates more than 1,000 kg (2,204 lbs.) of hazardous waste at any one time; and

 never
 accumulates more than 1 kg (2.2 lbs.) of acute hazardous waste at any one time.

 The
use of our machinery and equipment must comply with the following applicable laws and regulations, including safety and environmental
regulations:

 General
 Safety for All Employees – Includes health hazard communication, emergency exit plans,
 electrical safety-related work practices, office safety, and hand-powered tools.

 Technicians
 and Engineers – Only authorized persons (technicians and engineers) perform product
 testing and repair in the facility's production and engineering areas, including those
 engineers involved in field service work. Regulations include control of hazardous energy
 and personal protective equipment.

 Logisticians
 – Includes forklift operations performed only by certified shipping/receiving personnel
 and material handling and storage.

 We
fully comply with the general industry category's environmental regulations applicable to us as a CESQG.

 OSHA

 We
are subject to the Occupational Safety and Health Act of 1970, as amended ("OSHA"). OSHA establishes specific employer responsibilities,
including maintaining a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated
by the Occupational Safety and Health Administration and various recordkeeping, disclosure and procedural requirements. Multiple standards,
including standards for notices of hazards, safety in excavation and demolition work and the handling of asbestos, may apply to our operations.
We are in full compliance with OSHA regulations.

 NEMA

 The
National Electrical Manufacturers Association ("NEMA") is the association of electrical equipment and medical imaging manufacturers.
NEMA provides a forum for developing technical standards in the industry and users' best interests, advocating industry policies
on legislative and regulatory matters, and collecting, analyzing, and disseminating industry data. All products distributed within the
U.S. adhere to the applicable NEMA standards governing such merchandise.

 Waste
Handling and Disposal

 We
are subject to laws and regulations regarding the handling and disposal of hazardous substances and solid wastes, including electronic
wastes and batteries. These laws generally regulate the generation, storage, treatment, transportation, and disposal of solid and hazardous
waste, and may impose strict, joint, and several liability for the investigation and remediation of areas where hazardous substances
may have been released or disposed. For instance, CERCLA, also known as the Superfund law, in the United States and comparable state
laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that contributed
to the release of a hazardous substance into the environment. These persons include current and prior owners or operators of the site
where the release occurred as well as companies that disposed of or arranged for the disposal of hazardous substances found at the site.
Under CERCLA, these persons may be subject to joint and several strict liability for the costs of cleaning up the hazardous substances
that have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA also
authorizes the EPA and, in some instances, third parties to act in response to threats to the public health or the environment and to
seek to recover from the responsible classes of persons the costs they incur. We may handle hazardous substances within the meaning of
CERCLA, or similar state statutes, in the course of ordinary operations and, as a result, may be jointly and severally liable under CERCLA
for all or part of the costs required to clean up sites at which these hazardous substances have been released into the environment.

 We
also generate solid wastes, which may include hazardous wastes that are subject to the requirements of the Resource Conservation and
Recovery Act ("RCRA") and comparable state statutes. While RCRA regulates both solid and hazardous wastes, it imposes strict
requirements on the generation, storage, treatment, transportation, and disposal of hazardous wastes. Certain components of our products
are excluded from RCRA's hazardous waste regulations, provided certain requirements are met. However, if these components do not
meet all the established requirements for the exclusion, or if the requirements for the exclusion change, we may be required to treat
such products as hazardous waste, which are subject to more rigorous and costly disposal requirements. Any such changes in the laws and
regulations, or our ability to qualify the materials it uses for exclusions under such laws and regulations, could adversely affect our
operating expenses.

 Similar
laws exist in other jurisdictions where we operate. Additionally, in the EU, we are subject to the Waste Electrical and Electronic Equipment
Directive ("WEEE Directive"). The WEEE Directive provides for the creation of a collection scheme where consumers return
waste electrical and electronic equipment to merchants, such as Blink Charging. If we fail to properly manage such waste electrical and
electronic equipment, it may be subject to fines, sanctions, or other actions that may adversely affect on our financial operations.

 Intellectual

 We
rely on a combination of patent, trademark, copyright, unfair competition and trade secret laws, as well as confidentiality procedures
and contractual restrictions, to establish, maintain and protect our proprietary rights. Our success depends partly on our ability to
obtain and maintain proprietary protection for our products, technology and know-how, to operate without infringing the proprietary rights
of others, and to prevent others from infringing our proprietary rights.

 As
of December 31, 2023, we had four active patents issued in the United States (in the name of our subsidiary Ecotality, Inc.). These patents
relate to various EV charging station designs. We intend to regularly assess opportunities for seeking patent protection for those aspects
of our technology, designs, and methodologies that we believe provide a meaningful competitive advantage. If we cannot do so, our ability
to protect our intellectual property or prevent others from infringing our proprietary rights may be impaired.

 Human
Capital Resources

 Our
experienced employees and management team are some of our most valuable resources, and we are committed to attracting, motivating, and
retaining top talent. As of December 31, 2023, we had 706 employees, including 684 full-time employees. None of our employees are represented
by a union or covered by a collective bargaining agreement. We have not experienced any work stoppages, and we consider our relationship
with our employees to be good.

 Our
success is directly related to the satisfaction, growth, and development of our employees. We strive to offer a work environment where
employee opinions are valued and allow our employees to use and augment their professional skills. To achieve our human capital goals,
we intend to remain focused on providing our personnel with entrepreneurial opportunities to expand our business within their areas of
expertise and continue to provide our personnel with personal and professional growth. We emphasize several measures and objectives in
managing our human capital assets, including, among others, employee safety and wellness, talent acquisition and retention, employee
engagement, development and training, diversity and inclusion, and compensation and pay equity.

 Diversity
and Inclusion and Ethical Business Practices. We believe that a company culture focused on diversity and inclusion is a crucial driver
of creativity and innovation. We also believe that diverse and inclusive teams make better business decisions, ultimately driving better
business outcomes. We are committed to recruiting, retaining, and developing high-performing, innovative, and engaged employees with
diverse backgrounds and experiences. This commitment includes providing equal access to, and participation in, equal employment opportunities,
programs, and services without regard to race, religion, color, national origin, disability, sex, sexual orientation, gender identity,
stereotypes, or assumptions based thereon. We welcome and celebrate our teams' differences, experiences, and beliefs, and we are
investing in a more engaged, diverse, and inclusive workforce.

 We
also foster a strong corporate culture that promotes high standards of ethics and compliance for our business, including policies that
set forth principles to guide employee, officer, director, and vendor conduct, such as our Code of Business Conduct and Ethics. We also
maintain a whistleblower policy and anonymous hotline for the confidential reporting of any suspected policy violations or unethical
business conduct on the part of our businesses, employees, officers, directors, or vendors.

 Available

 We
maintain a corporate website at www.blinkcharging.com. Our website's information is not, and will not be deemed, a part of this
Annual Report or incorporated into any other filings we make with the SEC. Our Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange
Act are made available, free of charge, on our website as soon as reasonably practicable after we electronically file such material with,
or furnish it to, the SEC. Our corporate governance documents, including our code of conduct and ethics, are also available on our website.
In this Annual Report on Form 10-K, we incorporate by reference as identified herein certain information from parts of our proxy statement
for our 2024 Annual Meeting of Stockholders, which we will file with the SEC and will be available, free of charge, on our website. Reports
of our executive officers, directors, and any other persons required to file securities ownership reports under Section 16(a) of the
Exchange Act are also available on our website.

 ITEM
 1A.

 RISK FACTORS.

 In
addition to other information in this Annual Report and in other filings we make with the Securities and Exchange Commission ("SEC"),
the following risk factors should be carefully considered in evaluating our business as they may have a significant impact on our business,
operating results and financial condition. If any of the following risks occurs, our business, cash flow, results of operations, financial
condition and future business prospects could be materially and adversely affected, and the trading price of our common stock could decline.
Because of the following factors, as well as other variables affecting our operating results, past financial performance should not be
considered as a reliable indicator of future performance and stockholders and investors should not use historical trends to anticipate
results or trends in future periods.

 Risks
Related to Our Business

 We
have a history of substantial net losses and expect losses to continue in the future; if we do not achieve and sustain profitability,
our financial condition could suffer.

 We have experienced substantial net losses, and we expect to continue
to incur substantial losses for the foreseeable future. We incurred net losses of approximately $203.7 million, $91.6 million and $55.1
million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, we had net working capital of approximately
$152.0 million and an accumulated deficit of approximately $537.7 million. We have not yet achieved profitability.

 If
our revenue grows slower than we anticipate, or if our operating expenses are higher than we expect, we may not be able to achieve profitability
and our financial condition could suffer. We can give no assurance that we will ever achieve profitable operations. Even if we achieve
profitability in the future, we may not be able to sustain profitability in subsequent periods. Whether we can achieve cash flow levels
sufficient to support our operations cannot be accurately predicted. We may need to borrow additional funds or sell our equity or debt
securities, or some combination of both, to provide funding for our operations in the future. Such additional funding may not be available
on commercially reasonable terms, or at all.

 Our
revenue growth ultimately depends on consumers' willingness to adopt electric vehicles in a market that is still in its early stages.

 Our
growth is highly dependent upon the adoption by consumers of EVs, and we are subject to the risk of reduced demand for EVs. If the market
for EVs does not gain broader market acceptance or develops slower than we expect, our business, prospects, financial condition and operating
results will be harmed. The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly changing
technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new vehicle
announcements, long development cycles for EV original equipment manufacturers, and changing consumer demands and behaviors. Factors
that may influence the purchase and use of alternative fuel vehicles, specifically EVs, include:

 perceptions
 about EV quality, safety (in particular with respect to lithium-ion battery packs), design,
 performance and cost, especially if adverse events or accidents occur that are linked to
 the quality or safety of EVs;

 the
 limited range over which EVs may be driven on a single battery charge and concerns about
 running out of power while in use;

 limitations
 in the development of battery technology;

 concerns
 regarding the stability of the electrical grid;

 improvements in the fuel economy of the internal combustion engine;

 the
 initial cost of purchasing EVs compared to conventional gas-powered automobiles;

 the
 number, price and variety of EV models available for purchase;

 consumers'
 desire and ability to purchase a luxury automobile or one that is perceived as exclusive;

 EV
 supply chain disruptions including availability of certain components such as semiconductors,
 microchips and lithium, availability of batteries and battery materials, and geopolitical
 and trade issues that may disrupt the EV supply chain;

 the
 environmental consciousness of consumers;

 volatility
 in the cost of oil and gasoline;

 consumers'
 perceptions of the dependency of the United States on oil from unstable or hostile countries
 and the impact of international conflicts;

 government
 regulations and economic incentives promoting fuel efficiency and alternate forms of energy;

 access
 to charging stations, standardization of EV charging systems and consumers' perceptions
 about convenience and cost to charge an EV; and

 the
 availability of tax and other governmental incentives to purchase and operate EVs or future
 regulation requiring increased use of zero emission vehicles.

 The
influence of any of the factors described above may negatively impact the widespread consumer adoption of EVs, which would materially
and adversely affect our business, operating results, financial condition and prospects.

 We
received an SEC subpoena and are cooperating with the SEC.

 In
July 2023, we received a subpoena from the SEC requesting the production of documentation and other information since January 1, 2020,
relating to various subjects, including executive departures, related-party transactions, and EV charging station and other discrete
disclosure matters. We intend to fully cooperate with the SEC and are in the process of responding to the subpoena. At this point, we
are unable to predict what the timing or the outcome of the SEC investigation may be or what, if any, consequences the SEC investigation
may have on us. We can provide no assurances as to the outcome of the SEC investigation.

to corporate average fuel economy standards may negatively impact the EV market, which would adversely affect our business.

 As
regulatory initiatives have required an increase in the consumption of renewable transportation fuels, such as ethanol and biodiesel,
consumer acceptance of electric and other alternative vehicles is increasing. To meet higher fuel efficiency and greenhouse gas emission
standards for passenger vehicles, automobile manufacturers are increasingly using technologies, such as turbocharging, direct injection
and higher compression ratios, which require high octane gasoline. If fuel efficiency of vehicles continues to rise, and affordability
of vehicles using renewable transportation fuels increases, the demand for electric and high energy vehicles could diminish. If consumers
no longer purchase EVs, it would materially and adversely affect our business, operating results, financial condition and prospects.

 Our
quarterly operating results may fluctuate significantly.

 We
expect that our operating results may be subject to substantial quarterly fluctuations. If our quarterly operating results fall below
the expectations of investors or securities analysts, the price of our common stock could decline substantially. We believe that quarterly
comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of our future performance.

 We
are unable to predict the ultimate impact of continuing equipment order delays and chip shortages on our business and future results
of operations, financial position and cash flows.

 The
Covid-19 pandemic impacted global stock markets, economies and businesses. We continue to receive orders for our 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 our contract manufacturer. As federal, state, local and foreign economies return to pre-pandemic levels, we expect
demand for charging station usage to increase; however, we are unable to predict the extent of such recovery due to the uncertainty of
the possible recurrence of Covid-19 or its variants. As a result, we are unable to predict the ultimate impact that continuing equipment
order delays and chip shortages will have on our business and our future results of operations, financial position and cash flows.

 War,
terrorism, other acts of violence or natural or man-made disasters may affect the markets in which we operate, our customers, our delivery
of products and customer service, and could have a material adverse impact on our business, results of operations, or financial condition.

 Our
business may be adversely affected by instability, disruption or destruction in a geographic region in which we operate, regardless of
cause, including war, terrorism, riot, civil insurrection or social unrest, and natural or man-made disasters, including famine, flood,
fire, earthquake, storm or pandemic events and spread of disease. Such events may cause customers to suspend their decisions on using
our services, make it impossible for us to render our services, cause restrictions, and give rise to sudden significant changes in regional
and global economic conditions and cycles. These events also pose significant risks to our personnel and to physical facilities and operations,
which could materially adversely affect our financial results.

 Further,
the current Russia-Ukraine and Middle East conflicts have created extreme volatility in the global financial markets and are expected
to have further global economic consequences, including disruptions of the global supply chain and energy markets and heightened volatility
of commodity and raw material prices. In addition, recently there has been increasing geopolitical tension between China and Taiwan that
may affect future shipments from Taiwan based electronics suppliers for certain of our EV chargers. Any such volatility or disruptions
may have adverse consequences for us or the third parties on whom we rely. If the equity and credit markets deteriorate, including as
a result of political unrest or war, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or
on favorable terms, more costly or more dilutive. Our business, financial condition and results of operations may be materially and adversely
affected by any negative impact on the global economy, capital markets or commodity and raw material prices resulting from the conflicts
in Ukraine and the Middle East, the recent geopolitical tensions between China and Taiwan or any other geopolitical tensions.

 We
rely on a limited number of vendors for our EV charging equipment and related support services. The loss of any of these partners would
negatively affect our business.

 We
rely on a limited number of vendors for design, testing and manufacturing of EV charging equipment which is generally sole-sourced with
respect to components as well as aftermarket maintenance and warranty services. The reliance on a limited number of vendors increases
our risks, since we do not currently have proven reliable alternative or replacement vendors beyond these key parties. In the event of
production interruptions or supply chain disruptions including but not limited to availability of certain key components such as semiconductors,
we may not be able to take advantage of increased production from other sources or develop alternate or secondary vendors without incurring
material additional costs and substantial delays. Therefore, our business would be adversely affected if one or more of our vendors is
impacted by any interruption at a particular location.

 As
the demand for public charging increases, the EV charging equipment vendors may not be able to dedicate sufficient supply chain, production
or sales channel capacity to keep up with the required pace of charging infrastructure expansion. In addition, as the EV market grows,
the industry may be exposed to deteriorating design requirements, undetected faults or the erosion of testing standards by charging equipment
and component suppliers, which may adversely impact the performance, reliability and lifecycle cost of the chargers. If we or our suppliers
experience a significant increase in demand, or if we need to replace an existing supplier, we may not be able to supplement service
or replace them on acceptable terms, which may impact our ability to install chargers in a timely manner. Thus, the loss of any significant
vendor would have an adverse effect on our business, financial condition and operating results.

 We
may be adversely affected by inflationary or market fluctuations, including impact of tariffs, in the cost of products consumed in providing
our services or our cost of labor.

 The
prices we pay for the principal items we consume in performing our services are dependent primarily on current market prices. We have
consolidated certain supply purchases with national vendors through agreements containing negotiated prospective pricing. In the event
such vendors are not able to comply with their obligations under the agreements and we are required to seek alternative suppliers, we
may incur increased costs of supplies.

 EV
chargers are impacted by commodity pricing factors, including the impact of tariffs, which in many cases are unpredictable and outside
of our control. We seek to pass on to customers such increased costs but sometimes we are unable to do so. Even when we can pass on such
costs to our customers, from time to time, sporadic unanticipated increases in the costs of certain supply items due to market or economic
conditions may result in a timing delay in passing on such increases to our customers. This type of spike and unanticipated increase
in EV charger costs could adversely affect our operating performance, and the adverse effect could be greater if we are delayed in passing
on such additional costs to our customers (e.g., where we may not be able to pass such increase on to our customers until the time of
our next scheduled service billing review). We seek to mitigate the impact of an unanticipated increase in the cost of such supplies
through consolidation of vendors, which increases our ability to obtain more favorable pricing.

 Our
cost of labor may be influenced by factors in certain market areas. Our hourly employees could be affected by wage rate increases in
the federal or state minimum wage rates, wage inflation or local job market adjustments. We do not have a contractual right to automatically
pass through all wage rate increases resulting from wage rate inflation or local job market adjustments, and we may be delayed in doing
so. Our delay in, or inability to pass such wage increases through to our customers could have a material adverse effect on our financial
condition, results of operations, and cash flows.

 We
may need additional capital to fund our growing operations but cannot assure you that we will be able to obtain sufficient capital from
potential sources, and we may have to limit the scope of our operations or take actions that may dilute your financial interest.

 We
may need additional capital to fund our growing operations in the future. The proceeds from our existing at-the-market ("ATM")
program and funds from other potential sources, along with our cash and cash equivalents, may not be sufficient to fund our operations
for the near future and we may not be able to obtain additional financing. If adequate additional financing is not available on reasonable
terms or available at all, we may not be able to undertake expansion or continue our marketing efforts and we would have to modify our
business plans accordingly. The extent of our capital needs will depend on numerous factors, including: (i) our profitability; (ii) the
release of competitive products and/or services by our competition; (iii) the level of our investment in research and product development;
(iv) the amount of our capital expenditures, including acquisitions; and (v) our growth. We cannot be certain that additional funding
and incremental working capital will be available to us on acceptable terms, if at all, or that it will exist in a timely and/or adequate
manner to allow for the proper execution of our near and long-term business strategy. If sufficient funds are not available on terms
and conditions acceptable to management and stockholders, we may be required to delay, reduce the scope of, or eliminate further development
of our business operations.

 Even
if we obtain requisite financing, it may be on terms not favorable to us, it may be costly and it may require us to agree to covenants
or other provisions that will favor new investors over existing stockholders or other restrictions that may adversely affect our business.
Additional funding, if obtained, may also result in significant dilution to our stockholders.

 We
have global operations and face risks related to health crises that could negatively impact our financial condition.

 Our
business, the businesses of our customers and the businesses of our charging equipment suppliers could be materially and adversely affected
by the risks, or the public perception of the risks, related to a pandemic or other health crisis like the recent Covid-19 pandemic.
A significant component supplier of our Blink IQ 200 charging station is located in Taiwan and it, in turn, sources assembly parts from
China, which has been particularly impacted. A significant or prolonged outbreak of contagious diseases like Covid-19 and its variants
in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of
many countries, resulting in an economic downturn that could affect demand for our EV supply equipment and related networked services
and likely impact our operating results. Such events could result in the complete or partial closure of our Taiwan supplier's manufacturing
facility, the interruption of our distribution system, temporary or long-term disruption in our supply chains from Asia and other international
suppliers, disruptions, or restrictions on our employees to work or travel, delays in the delivery of our charging stations to customers,
and potential claims of exposure to diseases through contact with our charging stations. If the impact of an outbreak continues for an
extended period, it could materially adversely impact our supply chain, access to capital and the growth of our revenues.

 Climate
change may have a long-term impact on our business.

 While
we seek to partner with organizations that mitigate their business risks associated with climate change, we recognize that there are
inherent risks wherever business is conducted. Access to clean water and reliable energy in the communities where we conduct our business,
whether for our offices or for our vendors, is a priority. Our major sites in Bowie, Maryland, Los Angeles, California, and Tempe, Arizona
are vulnerable to climate change effects. Climate-related events, including the increasing frequency of extreme weather events and their
impact on critical infrastructure throughout the United States and in other countries where we have operations, have the potential to
disrupt our business, our third-party suppliers and/or the business of our customers, and may cause us to experience higher attrition,
losses and additional costs to maintain or resume our EV charging operations.

 Computer
malware, viruses, hacking, cyberattacks, phishing attacks and spamming that could result in security and privacy breaches and interruption
in service could harm our business and our customers.

 Computer
malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in our services and
operations and loss, misuse or theft of data. Computer malware, viruses, computer hacking, cyberattacks and phishing attacks against
online networking platforms have become more prevalent and may occur on our systems in the future. Any attempts by hackers to disrupt
our website service or our internal systems, if successful, could harm our business, be expensive to remedy and damage our reputation
or brand. Our network security business disruption insurance may not be sufficient to cover significant expenses and losses related to
direct attacks on our website or internal systems. Efforts to prevent hackers from entering our computer systems are expensive to implement
and may limit the functionality of our services. Though it is difficult to determine what, if any, harm may directly result from any
specific interruption or attack, any failure to maintain performance, reliability, security and availability of our products and services
and technical infrastructure may harm our reputation, brand and our ability to attract customers. Any significant disruption to our website
or internal computer systems could result in a loss of customers and could adversely affect our business and results of operations.

 We
have previously experienced, and may in the future experience, service disruptions, outages and other performance problems due to a variety
of factors, including infrastructure changes, third-party service providers, human or software errors and capacity constraints. If our
mobile application is unavailable when customers attempt to access it or it does not load as quickly as they expect, customers may seek
other services.

 Our
platform functions on software that is highly technical and complex and may now or in the future contain undetected errors, bugs, or
vulnerabilities. Some errors in our software code may only be discovered after the code has been deployed. Any errors, bugs or vulnerabilities
discovered in our code after deployment, inability to identify the cause or causes of performance problems within an acceptable period
of time or difficultly maintaining and improving the performance of our platform, particularly during peak usage times, could result
in damage to our reputation or brand, loss of revenues, or liability for damages, any of which could adversely affect our business and
financial results.

 We
expect to continue to make significant investments to maintain and improve the availability of our platform and to enable rapid releases
of new features and products. To the extent that we do not effectively address capacity constraints, upgrade our systems and equipment
as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology,
our business and operating results may be harmed. If we do not make the necessary investments or upgrades to maintain a network capable
of operating on current and future generations of broadband cellular network technology, namely the 4G and 5G systems, our business and
operating results could be adversely impacted.

 We
have a disaster recovery program to transition our operating platform and data to an alternative location in the event of a catastrophe.
However, there are several factors ranging from human error to data corruption that could materially lengthen the time our platform is
partially or fully unavailable to our user base as a result of the transition. If our platform is unavailable for a significant period
of time as a result of such a transition, especially during peak periods, we could suffer damage to our reputation or brand, or loss
of revenues any of which could adversely affect our business and financial results.

 Growing
our customer base depends upon the effective operation of our mobile applications with mobile operating systems, networks and standards
that we do not control.

 We
are dependent on the interoperability of our mobile applications with popular mobile operating systems that we do not control, such as
Google's Android and iOS, and any changes in such systems that degrade our products' functionality or give preferential treatment
to competitive products could adversely affect the usage of our applications on mobile devices. Additionally, to deliver high quality
mobile products, it is important that our products work well with a range of mobile technologies, systems, networks and standards that
we do not control. We may not be successful in developing relationships with key participants in the mobile industry or in developing
products that operate effectively with these technologies, systems, networks or standards.

 If
we are unable to keep up with advances in EV technology, we may suffer a decline in our competitive position. The EV industry is characterized
by rapid technological change. If we are unable to keep up with changes in EV technology, our competitive position may deteriorate which
would materially and adversely affect our business, prospects, operating results and financial condition. As technologies change, we
plan to upgrade or adapt our EV charging stations and Blink Networks' software in order to continue to provide EV charging services
with the latest technology. However, due to our limited cash resources, our efforts to do so may be limited. Any failure of our charging
stations to compete effectively with other manufacturers' charging stations will harm our business, operating results and prospects.

 We
need to manage growth in operations to realize our growth potential and achieve expected revenues; our failure to manage growth could
disrupt our operations and ultimately prevent us from generating the revenues we expect.

 To
take advantage of the growth that we anticipate in our current and potential markets, we believe that we must expand our marketing operations.
This expansion will place a significant strain on our management and our operational, accounting, and information systems. We expect
to continue improving our financial controls, operating procedures and management information systems. We will also need to effectively
train, motivate and manage our employees. Our failure to manage our growth could disrupt our operations and ultimately prevent us from
generating the revenues we expect.

 In
order to achieve the above-mentioned targets, the general strategies of our company are to maintain and search for hard-working employees
who have innovative initiatives, as well as to keep a close eye on expansion opportunities through merger and/or acquisition.

 Our
recently announced strategic plan emphasizes achieving positive adjusted EBITDA by December 2024, but there is no assurance that we will
achieve such target.

 Our
recently announced strategic plan to achieve positive adjusted EBITDA by December 2024 is subject to many variables. No assurance can
be given that we will be able to achieve that target. Factors that may impact our ability to achieve positive adjusted EBITDA by December
2024 include:

 inconsistent
 and unpredictable net cash flow;

 lack
 of revenue growth;

 inability
 to control operating costs;

 a
 decrease in our stock price;

 inability
 to raise growth capital; and

 restrictions
 on our operations due to regulations and other disruptions.

 The
severity of the factors described above may adversely impact our target to achieve positive adjusted EBITDA by December 2024. In the
event that we do not achieve our target, we may become reliant on borrowing additional funds or selling our equity or debt securities,
or some combination of both. Such additional funding may not be available on commercially reasonable terms, or at all. In addition, we
may not be able to pursue our current business strategy such as pursuing strategic alliances, expanding into new markets or investing
in the development of new technologies.

 We
may be unable to successfully integrate recent acquisitions in a cost-effective and non-disruptive manner.

 Our
success depends on our ability to grow our business and enhance and broaden our product offerings in response to changing customer demands,
competitive pressures and advances in technologies. We continue to search for viable acquisition candidates or strategic alliances that
would expand our market opportunity and/or global presence. Accordingly, we have previously and may in the future pursue the acquisition
of, investments in or joint ventures relating to, new businesses, products or technologies as a part of our growth strategy instead of
developing them internally. Our future success will depend, in part, upon our ability to manage the expanded business following these
transactions, including challenges related to the management and monitoring of new operations and associated increased costs and complexity
associated with our acquisitions of SemaConnect, Electric Blue and Envoy Technologies, as well as future acquisitions. Other risks involving
potential future and completed acquisitions and strategic investments include:

 risks
 associated with conducting due diligence;

 problems
 integrating the purchased businesses, products and technologies;

 inability
 to achieve the anticipated synergies and overpaying for acquisitions or unanticipated costs
 associated with acquisitions;

 invalid
 sales assumptions for potential acquisitions;

 issues
 maintaining uniform standards, procedures, controls and policies;

 diversion
 of management's attention from our core business;

 adverse
 effects on existing business relationships with suppliers, distributors and customers;

 risks
 associated with entering new markets in which we have limited or no experience;

 potential
 loss of key employees of acquired businesses; and

 increased
 legal, accounting and compliance costs.

 We
compete with other companies for these opportunities, and we may be unable to consummate such acquisitions or joint ventures on commercially
reasonable terms, or at all. In addition, acquired businesses may have ongoing or potential liabilities, legal claims (including tort
and/or personal injury claims) or adverse operating issues that we fail to discover through due diligence prior to the acquisition.

 Even
if we are aware of such liabilities, claims or issues, we may not be able to accurately estimate the magnitude of the related liabilities
and damages. In particular, to the extent that prior owners of any acquired businesses or properties failed to comply with or otherwise
violated applicable laws or regulations, failed to fulfill their contractual obligations to their customers, or failed to satisfy legal
obligations to employees or third parties, we, as the successor, may be financially responsible for these violations and failures and
may suffer reputational harm or otherwise be adversely affected. Acquisitions also frequently result in the recording of goodwill and
other intangible assets which are subject to potential impairment in the future that could harm our financial results. If we were to
issue additional equity in connection with such acquisitions, this may dilute our stockholders.

 We
have limited insurance coverage for various liabilities and damages, including potential injuries, and such insurance coverage may not
be adequate in a catastrophic situation.

 We
hold employer liability insurance generally covering death or work-related injury of employees. We hold product and general liability
insurance covering certain incidents involving third parties that occur on or in the premises of our company. We maintain business interruption
insurance for key locations. Our insurance coverage may be insufficient to cover any claim for product liability, damage to our fixed
assets, inventory or employee injuries. Any liability or damage to, or caused by, our facilities or our personnel beyond our insurance
coverage may result in our incurring substantial costs and a diversion of resources.

 Our
future success depends on our ability to attract and retain highly qualified personnel.

 Our
future success depends upon our ability to attract and retain highly qualified personnel. Expansion of our business and the management
and operation of our company will require additional managers and employees with industry experience, and our success will be highly
dependent on our ability to attract and retain skilled management personnel and other employees. There can be no assurance that we will
be able to attract or retain highly qualified personnel. As our industry continues to evolve, competition for skilled personnel with
the requisite experience will be significant. This competition may make it more difficult and expensive to attract, hire and retain qualified
managers and employees.

 We
are in a highly competitive EV charging services industry and there can be no assurance that we will be able to compete with many of
our competitors which are larger and have greater financial resources.

 We
face strong competition from competitors in the EV charging services industry, including competitors who could duplicate our model. Many
of these competitors may have substantially greater financial, marketing and development resources and other capabilities than us. In
addition, there are very few barriers to entry into the market for our services. There can be no assurance, therefore, that any of our
current and future competitors, many of whom may have far greater resources, will not independently develop services that are substantially
equivalent or superior to our services. Therefore, an investment in our company is very risky and speculative due to the competitive
environment in which we may operate.

 Our
competitors may be able to provide customers with different or greater capabilities or benefits than we can provide in areas such as
technical qualifications, past contract performance, geographic presence and driver price. Further, many of our competitors may be able
to utilize substantially greater resources and economies of scale to develop competing products and technologies, divert sales away from
us by winning broader contracts or hire away our employees by offering more lucrative compensation packages. In the event that the market
for EV charging stations expands, we expect that competition will intensify as additional competitors enter the market and current competitors
expand their product lines. In order to secure contracts successfully when competing with larger, well-financed companies, we may be
forced to agree to contractual terms that provide for lower aggregate payments to us over the life of the contract, which could adversely
affect our margins. Our failure to compete effectively with respect to any of these or other factors could have a material adverse effect
on our business, prospects, financial condition or operating results.

 If
a third party asserts that we are infringing upon its intellectual property rights, whether successful or not, it could subject us to
costly and time-consuming litigation or expensive licenses, and our business may be harmed.

 The
EV and EV charging industries are characterized by the existence of many patents, copyrights, trademarks and trade secrets. As we face
increasing competition, the possibility of intellectual property rights claims against us grows. Our technologies may not be able to
withstand any third-party claims or rights against their use. Additionally, although we have acquired from other companies' proprietary
technology covered by patents, we cannot be certain that any such patents will not be challenged, invalidated or circumvented. Intellectual
property infringement claims against us could harm our relationships with our customers, may deter future customers from subscribing
to our services or could expose us to litigation with respect to these claims. Even if we are not a party to any litigation involving
a customer and third party, an adverse outcome in any such litigation could make it more difficult for us to defend our intellectual
property in any subsequent litigation in which we are a named party. Any of these results could harm our brand and operating results.

 Any
intellectual property rights claim against us or our customers, with or without merit, could be time-consuming, expensive to litigate
or settle and could divert management resources and attention. An adverse determination also could prevent us from offering our services
to our customers and may require that we procure or develop substitute services that do not infringe.

 With
respect to any intellectual property rights claim against us or our customers, we may have to pay damages or stop using technology found
to be in violation of a third party's rights. We may have to seek a license for the technology, which may not be available on reasonable
terms, may significantly increase our operating expenses or require us to restrict our business activities in one or more respects. The
technology also may not be available for license to us at all. As a result, we may also be required to develop alternative non-infringing
technology, which could require significant effort and expense.

 The
success of our business depends in large part on our ability to protect our proprietary information and technology and enforce our intellectual
property rights against third parties.

 We
rely on a combination of patent, copyright, service mark, trademark and trade secret laws, as well as confidentiality procedures and
contractual restrictions, to establish and protect our proprietary rights, all of which provide only limited protection. We cannot assure
you that any patents will issue with respect to our currently pending patent applications, in a manner that gives us the protection that
we seek, if at all, or that any future patents issued to us will not be challenged, invalidated or circumvented. Our currently issued
patents and any patents that may be issued in the future with respect to pending or future patent applications may not provide sufficiently
broad protection, or they may not prove to be enforceable in actions against alleged infringers. Also, we cannot assure you that any
future service mark registrations will be issued with respect to pending or future applications or that any registered service marks
will be enforceable or provide adequate protection of our proprietary rights.

 We
endeavor to enter into agreements with our employees and contractors and agreements with parties with whom we do business to limit access
to and disclosure of our proprietary information. We cannot be certain that the steps we have taken will prevent unauthorized use of
our technology or the reverse engineering of our technology. Moreover, others may independently develop technologies that are competitive
with ours or infringe our intellectual property. The enforcement of our intellectual property rights also depends on our legal actions
against these infringers being successful, but we cannot be sure these actions will be successful, even when our rights have been infringed.

 Further,
effective patents, trademark, service mark, copyright and trade secret protection may not be available in every country in which our
services are available over the Internet. In addition, the legal standards relating to the validity, enforceability and scope of protection
of intellectual property rights in EV-related industries are uncertain and still evolving.

 We
may not be able to protect our intellectual property rights throughout the world.

 Filing,
prosecuting and defending all current and future patents in all countries throughout the world would be prohibitively expensive, and
our intellectual property rights in some countries outside the United States can be less extensive than those in the United States. In
addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws
in the United States. Consequently, we may not be able to prevent third parties from infringing on our inventions in all countries outside
the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions.
Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and,
further, may export otherwise infringing products to territories where we have patent protection but enforcement is not as strong as
that in the United States. These products may compete with our product candidates, and our patents or other intellectual property rights
may not be effective or sufficient to prevent them from competing.

 The
legal systems of many foreign countries do not favor the enforcement of patents and other intellectual property protection, which could
make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our proprietary rights.
For example, some foreign countries have compulsory licensing laws under which a patent owner must grant licenses to third parties. In
addition, some countries limit the enforceability of patents against third parties, including government agencies or government contractors.
In these countries, patents may provide limited or no benefit. Proceedings to enforce our patent rights in foreign jurisdictions could
result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of
being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert
claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be
commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain
a significant commercial advantage from the intellectual property that we develop or license. If we or any of our licensors is forced
to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired, and
our business, financial condition, results of operations, and prospects may be adversely affected.

 The
risk of loss of our intellectual property, trade secrets or other sensitive business or customer confidential information, and disruption
of operations due to cyberattacks or data breaches could negatively impact our financial results.

 Cyberattacks
or data breaches could compromise confidential, business-critical information, cause disruptions in our operations, expose us to potential
litigation or harm our reputation. We have important assets, including intellectual property, trade secrets, and other sensitive business-critical
and/or confidential information which may be vulnerable to such incidents. While we have a comprehensive cybersecurity program that is
continually reviewed, maintained and upgraded, we cannot assure that we are invulnerable to cyberattacks and data breaches which, if
significant, could negatively impact our business and financial results.

 Risks
Related to Legal Matters and Regulations

to existing federal, state or international laws or regulations applicable to us could cause an erosion of our current competitive strengths.

 Our
business is subject to a variety of federal, state and international laws and regulations, including those with respect to government
incentives promoting fuel efficiency and alternate forms of energy, electric vehicles and others. These laws and regulations, and the
interpretation or application of these laws and regulations, could change. Any reduction, elimination or discriminatory application of
government subsidies and economic incentives because of policy changes, fiscal tightening or other reasons may result in diminished revenues
from government sources and diminished demand for our products. In addition, new laws or regulations affecting our business could be
enacted. These laws and regulations are frequently costly to comply with and may divert a significant portion of management's attention.
If we fail to comply with these applicable laws or regulations, we could be subject to significant liabilities which could adversely
affect our business.

 There
are many federal, state and international laws that may affect our business, including measures to regulate EVs and charging systems.
If we fail to comply with these applicable laws or regulations, we could be subject to significant liabilities which could adversely
affect our business.

 There
are a number of significant matters under review and discussion with respect to government regulations which may affect our business
and/or harm our customers, and thereby adversely affect our business, financial condition and results of operations.

 In
addition to government and regulatory agency activity, ESG and privacy advocacy groups, the technology industry, and other industries
have established or may establish various new, additional, or different self-regulatory standards that may place additional burdens on
technology companies. Customers may expect that we will meet voluntary certifications or adhere to other standards established by them
or third parties. If we are unable to maintain these certifications or meet these standards, it could reduce demand for our solutions
and adversely affect our business.

 Privacy
concerns and laws, or other domestic or foreign regulations, may adversely affect our business.

 We
are currently subject, and/or may in the future be subject, to numerous privacy and data security laws. For example, some U.S. states,
members of the European Economic Area, the United Kingdom, and many other jurisdictions in which we operate have adopted some form of
privacy and data security laws and regulations which impose significant compliance obligations.

 The
European Union's General Data Protection Regulation ("GDPR"), the California Consumer Privacy Act of 2018 ("CCPA"),
the California Privacy Rights Act ("CPRA"), the Colorado Privacy Act ("CPA"), and the Connecticut Act Concerning
Personal Data Privacy and Online Monitoring ("CDPA") exemplify the vulnerability of our business to the evolving regulatory
environment related to personal data. Management's attention may be diverted, and our compliance costs and potential liability
may increase as a result of additional national and international regulatory requirements related to data privacy and data security.

 Failure
to comply with anticorruption and anti-money laundering laws, including the Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"),
and similar laws associated with activities outside of the United States, could subject us to penalties and other adverse consequences.

 We
are subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act,
the Anti-Bribery Act, and possibly other anti-bribery and anti-money laundering laws in countries in which it conducts activities. It
faces significant risks if it fails to comply with the FCPA and other anti-corruption laws that prohibit companies and their employees
and third-party intermediaries from promising, authorizing, offering, or providing, directly or indirectly, improper payments or benefits
to foreign government officials, political parties and private-sector recipients for the purpose of obtaining or retaining business,
directing business to any person or securing any advantage. Any violation of the FCPA, other applicable anti-corruption laws, and anti-money
laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, or severe
criminal or civil sanctions, which could have a materially adverse effect on our reputation, business, operating results, and prospects.
In addition, ensuring compliance may be costly and time-consuming, and responding to any enforcement action may result in a significant
diversion of management's attention and resources, significant defense costs, and other professional fees.

 Existing
and future environmental health and safety laws and regulations could result in increased compliance costs or additional operating costs
or construction costs and restrictions. Failure to comply with such laws and regulations may result in substantial fines or other limitations
that may adversely impact our financial results or the results of operation.

 We
and our operations, as well as those of our contractors, suppliers, and customers, are subject to certain environmental laws and regulations,
including laws related to the use, handling, storage, transportation, and disposal of hazardous substances and wastes as well as electronic
wastes and hardware, whether hazardous or not. These laws may require us or others in our value chain to obtain permits and comply with
procedures that impose various restrictions and obligations that may have material effects on our operations. If key permits and approvals
cannot be obtained on acceptable terms, or if other operational requirements cannot be met in a manner satisfactory for our operations
or on a timeline that meets our commercial obligations, it may adversely impact our business.

 Environmental
and health and safety laws and regulations can be complex and may be subject to change, such as through new requirements enacted at the
supranational, national, sub-national, and/or local level or new or modified regulations that may be implemented under existing law.
The nature and extent of any changes in these laws, rules, regulations, and permits may be unpredictable and may have material effects
on our business. Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, including
those relating to hardware manufacturing, electronic waste, or batteries, could cause additional expenditures, restrictions, and delays
in connection with our operations as well as other future projects, the extent of which cannot be predicted.

 Further,
we currently rely on third parties to ensure compliance with certain environmental laws, including those related to the disposal of hazardous
and non-hazardous wastes. Any failure to properly handle or dispose of such wastes, regardless of whether such failure is ours or our
contractors, may result in liability under environmental laws, including, but not limited to, the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA"), under which liability may be imposed without regard to fault or degree of contribution
for the investigation and clean-up of contaminated sites, as well as impacts to human health and damages to natural resources. Additionally,
we may not be able to secure contracts with third parties to continue their key supply chain and disposal services for our business,
which may result in increased costs for compliance with environmental laws and regulations.

 The
enactment of legislation implementing changes in tax legislation or policies in different geographic jurisdictions including the United
States and several European countries could materially impact our business, financial condition and results of operations.

 We
conduct business globally and file income tax returns in multiple jurisdictions. Our consolidated effective income tax rate could be
materially adversely affected by several factors, including: changing tax laws, regulations and treaties, or the interpretation thereof
(such as the United States Inflation Reduction Act of 2022 which, among other changes, introduced a 15% corporate minimum tax on certain
United States corporations and a 1% excise tax on certain stock redemptions by United States corporations); tax policy initiatives and
reforms under consideration (such as those related to the Organization for Economic Co-operation and Development's Base Erosion
and Profit Shifting, or BEPS, project, the European Commission's state aid investigations and other initiatives); the practices
of tax authorities in jurisdictions in which we operate; the resolution of issues arising from tax audits or examinations and any related
interest or penalties. Such changes may include (but are not limited to) the taxation of operating income, investment income, dividends
received or (in the specific context of withholding tax) dividends, royalties and interest paid.

 We
are unable to predict what tax reforms may be proposed or enacted in the future or what effect such changes would have on our business,
but such changes, to the extent they are brought into tax legislation, regulations, policies or practices in jurisdictions in which we
operate, could increase the estimated tax liability that we have expensed to date and paid or accrued on our Consolidated Statement of
Financial Position, and otherwise affect our future results of operations, cash flows in a particular period and overall or effective
tax rates in the future in countries where we have operations, reduce post-tax returns to our shareholders and increase the complexity,
burden and cost of tax compliance.

 Our
failure to maintain effective internal control over financial reporting could have a material adverse effect on our ability to report
our financial results on a timely and accurate basis.

 As disclosed under Item 9A., Controls and
Procedures, management concluded that material weaknesses in our internal control over financial reporting existed as of December 31,
2023. Management identified information technology deficiencies in the design and implementation of change management and user access
controls over financial IT applications and underlying records that: support the Company's financial reporting processes, impact
automated process-level and manual controls, and provide the assurance that the data produced by these systems is complete and accurate.
The access issues relate to appropriate segregation of duties that would adequately restrict user
and privileged access to the financially relevant applications and underlying records to the appropriate Company personnel. Management
has considered the IT deficiencies to be a material weakness in internal controls over financial reporting as of December 31, 2023. During
2023, management reported a material weakness related to the operational effectiveness of its internal controls related to review of the
impairment and allocation of goodwill and intangible assets.

 Our
failure to maintain appropriate and effective internal controls over our financial reporting could result in misstatements in our financial
statements and potentially subject us to sanctions or investigations by the SEC or other regulatory authorities and could cause us to
delay the filing of required reports with the SEC and our reporting of financial results. Any of these events could result in a decline
in the market price of our common stock. Although we have taken steps to maintain our internal control structure as required, we cannot
guarantee that a control deficiency will not result in a misstatement in the future. See "Item 9A – Controls and Procedures
– Management's Annual Report on Internal Control Over Financial Reporting" for further information on material weaknesses.

 If
our estimates or judgments relating to our critical accounting policies prove to be incorrect, our financial condition and results of
operations could be adversely affected.

 The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and
on various other assumptions that we believe to be reasonable under the circumstances, as discussed under "Management's Discussion
and Analysis of Financial Condition and Results of Operations," included elsewhere in this Annual Report and in our consolidated
financial statements included herein. The results of these estimates form the basis for making judgments about the carrying values of
assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant
assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, allowance
for doubtful accounts, inventory reserves, impairment of goodwill, indefinite-lived and long-lived assets, pension and other post-retirement
benefits, product warranty, valuation allowances for deferred tax assets, valuation of common stock warrants, and share-based compensation.
Our financial condition and results of operations may be adversely affected if our assumptions change or if actual circumstances differ
from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and
investors, resulting in a decline in the price of our common stock.

 Risks
Related to Ownership of Our Securities

 Our
common stock price fluctuated significantly in 2023 and is likely to continue to fluctuate from its current level in 2024.

 The market price of shares of our common stock fluctuated significantly
in 2023 and is likely to continue to fluctuate from its current level in 2024. During 2023 and through March 15, 2024, for example, the
closing price of our shares ranged from a low of $2.24 per share to a high of $15.00 per share and, as of March 15, 2024, our stock price
was $2.92 per share. Future announcements concerning the introduction of new products, services or technologies or changes in product
pricing policies by us or our competitors or changes in earnings estimates by analysts, among other factors, could cause the market price
of our common stock to fluctuate substantially. Also, stock markets have experienced extreme price and volume volatility in the last year.
This volatility has had a substantial effect on the market prices of securities of many public companies for reasons frequently unrelated
to the operating performance of the specific companies. These broad market fluctuations may also cause declines in the market price of
our common stock. Investors seeking short-term liquidity should be aware that we cannot provide assurance that our stock price will increase
to previously higher levels.

 A
possible "short squeeze" due to a sudden increase in demand of our common stock that largely exceeds supply may lead to further
price volatility in our common stock.

 Investors
may purchase shares of our common stock to hedge existing exposure in our common stock or to speculate on the price of our common stock.
Speculation on the price of our common stock may involve long and short exposures. To the extent aggregate short exposure exceeds the
number of shares of our common stock available for purchase in the open market, investors with short exposure may have to pay a premium
to repurchase our common stock for delivery to lenders of our common stock. Those repurchases may, in turn, dramatically increase the
price of our common stock until investors with short exposure are able to purchase additional shares of common stock to cover their short
position. This is often referred to as a "short squeeze." A short squeeze could lead to volatile price movements in shares
of our common stock that are not directly correlated to the performance or prospects of our company and once investors purchase the shares
necessary to cover their short position the price of our common stock may decline. We believe that the recent volatility in our common
stock may be due, in part, to short squeezes that may be temporarily increasing the price of our common stock, which could result in
a loss of some or all of your investment in our common stock.

 We
have a number of shares of common stock issuable upon exercise of outstanding warrants and stock options, an ATM common stock program
in place and possible issuance of stock from the acquisition of Envoy Technologies by our subsidiary; the issuance of such shares could
have a significant dilutive impact on our stockholders.

 As
of March 12, 2024, we had outstanding warrants to purchase 1,145,914 shares of common stock and stock options to purchase 936,245
shares of common stock. Our Articles of Incorporation authorize us to issue up to 500 million shares of common stock, which would permit
us to issue up to an additional approximately 400 million authorized, unissued shares of common stock, after giving effect to the approximate
number of shares of common stock currently outstanding and the number of shares reserved for issuance under warrants and stock options.

 In connection with the acquisition of Envoy Technologies by our Blink Mobility subsidiary in April 2023, we agreed,
in the event Blink Mobility fails to satisfy its deferred payment obligation by April 18, 2025 by issuing its shares (following an initial
public offering) or making a cash payment to the former stockholders of Envoy Technologies in an amount of up to $21,000, to issue
shares of our common stock (or, at our option, pay in cash or a combination thereof) to such former Envoy Technologies stockholders.
The payment of shares of our common stock, if any, would be based on the average of the daily-weighted average prices for such stock
on each of the 60 days ending on the day prior to issuance, and such shares would be subject to a leak-out agreement for a period of
120 days following the issuance whereby recipients of such stock may sell no more than up to 1% of such stock held by such recipient
on any trading day and up to 20% of such stock during any given month. Accordingly, we may issue a substantial number of additional shares
of common stock in the future, which would dilute the percentage ownership held by existing stockholders.

 Sales
of a substantial number of shares of our common stock on the public market could cause the market price of our common stock to decline.
If there are more shares of common stock offered for sale than buyers are willing to purchase, then the market price of our common stock
may decline to a market price at which buyers are willing to purchase the offered shares of common stock and sellers remain willing to
sell the shares.

 Our
Articles of Incorporation grant our Board the power to issue additional shares of common and preferred stock and to designate series
of preferred stock, all without stockholder approval.

 We
are authorized to issue 540,000,000 shares of capital stock, of which 40,000,000 shares are authorized as preferred stock. Our Board,
without any action by our stockholders, may designate and issue shares of preferred stock in such series as it deems appropriate and
establish the rights, preferences and privileges of such shares, including dividends, liquidation and voting rights, provided it is consistent
with Nevada law.

 The
rights of holders of our preferred stock that may be issued could be superior to the rights of holders of our shares of common stock.
The designation and issuance of shares of capital stock having preferential rights could adversely affect other rights appurtenant to
shares of our common stock. Further, any issuances of additional stock (common or preferred) will dilute the percentage of ownership
interest of then-current holders of our capital stock and may dilute our book value per share.

 Certain
provisions of our corporate governing documents and Nevada law could discourage, delay or prevent a merger or acquisition at a premium
price.

 Certain
provisions of our organizational documents and Nevada law could discourage potential acquisition proposals, delay or prevent a change
in control of our company, or limit the price that investors may be willing to pay in the future for shares of our common stock. For
example, our Articles of Incorporation and Bylaws, as amended, permit us to issue, without any further vote or action by the stockholders,
up to 40,000,000 shares of preferred stock in one or more series and, with respect to each series, to fix the number of shares constituting
the series and the designation of the series, the voting powers (if any) of the shares of the series, and the preferences and relative,
participating, optional, and other special rights, if any, and any qualifications, limitations or restrictions of the shares of the series.

 If
securities or industry analysts do not publish research or reports about our business or publish inaccurate or unfavorable research reports
about our business, our share price and trading volume could decline.

 The
trading market for our common stock will, to some extent, depend on the research and reports that securities or industry analysts publish
about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us from time to time
should downgrade our shares or change their opinion of our business prospects, our share price would likely decline. If one or more of
these analysts ceases coverage of our company or fails to regularly publish reports on us, we could lose visibility in the financial
markets, which could cause our share price or trading volume to decline.

 Our
business could be negatively affected as a result of actions of activist shareholders, and such activism could impact the trading value
of our securities.

 Shareholders
may, from time to time, engage in proxy solicitations or advance shareholder proposals, or otherwise attempt to effect changes and assert
influence on our Board and management. Activist campaigns that contest or conflict with our strategic direction or seek changes in the
composition of our Board could have an adverse effect on our operating results and financial condition. A proxy contest would require
us to incur significant legal and advisory fees, proxy solicitation expenses and administrative and associated costs and require significant
time and attention by our Board and management, diverting their attention from the pursuit of our business strategy. Any perceived uncertainties
as to our future direction and control, our ability to execute on our strategy, or changes to the composition of our Board or senior
management team arising from a proxy contest could lead to the perception of a change in the direction of our business or instability
which may result in the loss of potential business opportunities, make it more difficult to pursue our strategic initiatives, or limit
our ability to attract and retain qualified personnel and business partners, any of which could adversely affect our business and operating
results. If individuals are ultimately elected to our Board with a specific agenda, it may adversely affect our ability to effectively
implement our business strategy and create additional value for our shareholders. We may choose to initiate, or may become subject to,
litigation as a result of a proxy contest or matters arising from a proxy contest, which would serve as a further distraction to our
Board and management and would require us to incur significant additional costs. In addition, actions such as those described above could
cause significant fluctuations in our stock price based upon temporary or speculative market perceptions or other factors that do not
necessarily reflect the underlying fundamentals and prospects of our business.

 We
do not intend to pay cash dividends on our common stock for the foreseeable future, and you must rely on increases in the market price
of our common stock for returns on your investment.

 For
the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate
paying any cash dividends on our common stock. Accordingly, stockholders must be prepared to rely on sales of their common stock after
price appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our common
stock. Any determination to pay dividends in the future will be made at the discretion of our Board and will depend on our results of
operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors the Board deems relevant.

 ITEM
 1B.

 UNRESOLVED STAFF COMMENTS.

 Not
applicable.

 ITEM
 1C.

 CYBERSECURITY.

 Our
management recognizes the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, and
manages those risks with a t risk-management cybersecurity program. Among other things, these risks include operational risks, financial
system risks, physical security risks, intellectual property theft, fraud, extortion, violation of data privacy and security laws, and
harm to employees, drivers, site hosts, and property owners. Our capabilities and data, as well as those of our customers, suppliers,
partners, and service providers, are critical to our operations and may contain confidential personal information, sensitive business-related
information, or intellectual property. These capabilities are also susceptible to interruptions (including those caused by systems failures,
cyber-attacks, and other natural or man-made incidents or disasters), which may be prolonged or go undetected. For additional information
regarding risks from cybersecurity threats, please refer to Item 1A, "Risk Factors," in this Annual Report on Form 10-K.

 Risk
Management and Strategy

 We
aim to incorporate industry best practices throughout our cybersecurity program and have live data recovery and breach policies in place.
Our cybersecurity strategy focuses on implementing effective and efficient controls, technologies, and other processes to assess, identify,
and manage material cybersecurity risks. Our cybersecurity program is designed to be aligned with applicable industry standards and is
evaluated annually, including by our third-party auditors, as a part of our Sarbanes-Oxley information technology control testing procedures.

 We
have processes to assess, identify, manage, and address material cybersecurity threats and incidents. These include annual and ongoing
security awareness training for employees, vulnerability scanning, code reviews, annual pen testing of the network and charging stations,
and third-party risk assessments, among others. We actively engage with industry groups for benchmarking and best practices awareness.
While we are unaware of having been subjected to or impacted by a significant cybersecurity threat to date, we monitor internally discovered
or externally reported issues that may affect our products and services and have processes to assess those issues for potential cybersecurity
impact or risk.

 We
also have a process to manage cybersecurity risks associated with third-party service providers. We impose industry-standard security
requirements upon our suppliers, including that they maintain an effective security management program; abide by information handling
and asset management requirements; and notify us of any known or suspected cyber incident, among others. We obtain and review our third-party
service providers' SOC 1 Type II reports for appropriate information technology controls, including security, to ensure that they
adhere to these standards.

 Cybersecurity
Governance

 Cybersecurity
is an integral part of our risk management processes and a significant area of focus for the Board of Directors and management team.
The Audit Committee is responsible for the cybersecurity component of our IT operations, and the Audit Committee reviews the status of
ongoing efforts and incidents at every Board of Directors meeting. In addition to our Board-level Audit Committee, management implemented
a Cybersecurity Committee comprised of representatives of upper management, Legal, Marketing, Technology, and Operations to maintain
and improve our cybersecurity strategy based on most current industry developments and recent incidents as needed. The Cybersecurity
Committee formal meeting occurs biannually, with less formal status update meetings happening more often and as necessary. The members
of the Cybersecurity Committee have prior work experience in various roles involving information technology, including security, auditing,
compliance, systems and programming. These individuals are informed about, and monitor the prevention, mitigation, detection and remediation
of cybersecurity incidents through their management of, and participation in, the Cybersecurity Committee, and report to the Audit Committee
on any appropriate items.

 ITEM
 2.

 PROPERTIES.

 We
maintain our principal executive offices and international headquarters at 5081 Howerton Way, Suite A, Bowie, Maryland 20715.

 In
addition, we lease office spaces in Tempe, Arizona; Bowie, Maryland; Los Angeles, California; Amsterdam, the Netherlands; Antwerp, Belgium;
St Albans, England; Israel; and India (Delhi and Bangalore), from which we operate our current business.

 ITEM
 3.

 LEGAL
 PROCEEDINGS.

 We
have been party to certain legal proceedings that have arisen in the ordinary course of our business and have been incidental to our
business. Certain of the claims that have been made against us allege, among other things, breach of contract or breach of express and
implied warranties with regard to our products. Although litigation is inherently uncertain, and we believe we are insured against many
such instances, based on past experience and the information currently available, management does not believe that any currently pending
and threatened litigation or claims will have a material adverse effect on our financial position, liquidity or results of operations.
However, future events or circumstances, currently unknown to management, will determine whether the resolution of pending or threatened
litigation or claims will ultimately have a material effect on our financial position, liquidity or results of operations in any future
reporting periods.

 On
August 24, 2020, a purported securities class action lawsuit, captioned Bush v. Blink Charging Co. et al., Case No. 20-cv-23527, was
filed in the United States District Court for the Southern District of Florida against the Company, Michael Farkas (Blink's Chairman
of the Board and Chief Executive Officer), and Michael Rama (Blink's Chief Financial Officer) (the "Bush Lawsuit").
On September 1, 2020, another purported securities class action lawsuit, captioned Vittoria v. Blink Charging Co. et al., Case No. 20-cv-23643,
was filed in the United States District Court for the Southern District of Florida against the same defendants and seeking to recover
the same alleged damages (the "Vittoria Lawsuit"). On October 1, 2020, the court consolidated the Vittoria Lawsuit with the
Bush Lawsuit and on December 21, 2020 the court appointed Tianyou Wu, Alexander 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. On November 27, 2023, the court granted in part and denied
in part defendants' motion to dismiss. The court dismissed Co-Lead Plaintiffs' claims relating to the size of Blink's
charging network and denied the remainder of the motion to dismiss. On December 15, 2023, the court entered a scheduling order, setting
the case for trial starting on February 24, 2025, among other things. Defendants answered the Amended Complaint on December 18, 2023.
The parties are engaged in discovery and have scheduled a mediation for April 3, 2024. The Company wholly and completely disputes the
allegations therein. The Company has retained legal counsel to defend the action vigorously. The Company has not recorded an accrual
related to this matter as of December 31, 2023 as it determined that any such loss contingency was either not probable or estimable.

 On
September 15, 2020, a shareholder derivative lawsuit, captioned Klein (derivatively on behalf of Blink Charging Co.) v. Farkas et al.,
Case No. 20- 19815CA01, was filed in Miami-Dade County Circuit Court seeking to pursue claims belonging to the Company against Blink's
Board of Directors and Michael Rama (the "Klein Lawsuit"). Blink is named as a nominal defendant. The Klein Lawsuit asserts
that the Director defendants caused Blink to make the statements that are at issue in the securities class action and, as a result, the
Company will incur costs defending against the consolidated Bush Lawsuit and other unidentified investigations. The Klein Lawsuit asserts
claims against the Director defendants for breach of fiduciary duties and corporate waste and against all of the defendants for unjust
enrichment. Klein did not quantify the alleged damages in his complaint, but he seeks damages sustained by the Company as a result of
the defendants' breaches of fiduciary duties, corporate governance changes, restitution, and disgorgement of profits from the defendants
and attorneys' fees and other litigation expenses.

 On
December 23, 2020, another shareholder derivative action, captioned Bhatia (derivatively on behalf of Blink Charging Co.) v. Farkas et
al., Case No. 20-27632CA01, was filed in Miami-Dade County Circuit Court against the same defendants sued in the Klein Lawsuit and asserting
similar claims, as well as additional claims relating to the Company's nomination, appointment and hiring of minorities and women
and the Company's decision to retain its outside auditor (the "Bhatia Lawsuit"). On April 11, 2023, the court consolidated
the Bhatia action with the Klein action and dismissed the Bhatia action with prejudice. At the parties' request, the court has
stayed all proceedings until the completion of fact discovery in the Bush Lawsuit or any of the parties gives a 10-day notice that they
no longer consent to the voluntary stay. The Company wholly and completely disputes the allegations therein. The Company has retained
legal counsel to defend the action vigorously. The Company has not recorded an accrual related to this matter as of December 31, 2023
as it determined that any such loss contingency was either not probable or estimable.

 On
February 7, 2022, another shareholder derivative lawsuit, captioned McCauley (derivatively on behalf of Blink Charging Co.) v. Farkas
et al., Case No. A-22-847894-C, was filed in the Eighth Judicial District Court in Clark County, Nevada, seeking to pursue claims belonging
to the Company against six of Blink's directors and Michael Rama (the "McCauley Lawsuit"). Blink is named as a nominal
defendant. The complaint filed in the McCauley Lawsuit asserts similar allegations to the Klein Lawsuit relating to the statements at
issue in the securities class action and asserts claims for breach of fiduciary duty and unjust enrichment. The McCauley Lawsuit seeks
both injunctive and monetary relief from the individual defendants, as well as an award of attorneys' fees and costs. On March
29, 2022, the Nevada court approved the parties' stipulation to temporarily stay the McCauley Lawsuit, which expired automatically
upon the ruling on the motion to dismiss in the Bush Lawsuit. On December 13, 2023, the Nevada court approved the parties' stipulation
to continue the stay until the close of fact discovery in the Bush Lawsuit or any of the parties gives a 10-day notice that they no longer
consent to the voluntary stay. The Company has not recorded an accrual related to this matter as of December 31, 2023 as it determined
that any such loss contingency was either not probable or estimable.

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES.

 Not
applicable.

 PART
II

 ITEM
 5.

 MARKET
 FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Market

 Our
shares of common stock are traded on The Nasdaq Capital Market under the symbol "BLNK."

 Security
Holders

 As
of March 15, 2024, we had approximately 388 stockholders of record and a greater number of beneficial holders for whom shares are held
in a "nominee" or "street" name.

 The closing price of our common stock on March 15, 2024 was $2.92 per share,
as reported by The Nasdaq Capital Market.

 Recent
Sales of Unregistered Securities

 None.

 Issuer
Purchases of Equity Securities

 None.

 Dividend
Policy

 We
have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and any future earnings
for use in the operation of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination
to declare cash dividends will be made at the discretion of our Board and will depend on our financial condition, results of operations,
capital requirements, general business conditions, contractual limitations and other factors that our Board may deem relevant.

 Stock Performance Graph

 The following
shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or incorporated by reference into any of the
Company's other public filings under the Securities Act or the Exchange Act, except to the extent the Company specifically
incorporates it by reference into such filing.

 The following
stock performance graph compares the cumulative total stockholder return of the Company's common stock with the cumulative total
return of the S&P 500 index and the Russell 2000 index for the last five fiscal years. The graph assumes the investment of $100 in
our common stock and each of such indices on December 31, 2018 and the reinvestment of dividends, as applicable.

 Company/Index

 December 31, 2018

 December 31, 2019

 December 31, 2020

 December 31, 2021

 December 31, 2022

 Blink Charging Co.

 $

 $

 $
 2,485

 $
 1,541

 $

 $

 S&P 500

 $

 $

 $

 $

 $

 $

 Russell 2000

 $

 $

 $

 $

 $

 $

 ITEM
 6.

 [RESERVED]

 ITEM
 7.

 MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 The
following discussion and analysis of the results of operations and financial condition for the years ended December 31, 2023 and 2022
should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements that
are included elsewhere in this Annual Report. This section generally discusses the results of our operations for the year ended December
31, 2023 compared to the year ended December 31, 2022. For a discussion of the year ended December 31, 2022 compared to the year ended
December 31, 2021, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results
of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 14,
2023. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as
our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated
in these forward-looking statements as a result of a number of factors. See "Forward-Looking Statements."

 Any
one or more of these uncertainties, risks and other influences, could materially affect our results of operations and whether forward-looking
statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from
those expressed or implied in these forward-looking statements. Except as required by federal securities laws, we undertake no obligation
to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

 U.S.
dollars are reported in thousands, except for share and per share amounts.

 Overview

 We
are a leading manufacturer, owner, operator and provider of electric vehicle ("EV") charging equipment and networked EV charging
services in the continuously growing U.S. and international markets for EVs. Blink offers residential and commercial EV charging equipment
and services, enabling EV drivers to recharge at various location types. Blink's principal line of products and services is its
Blink EV charging network (the "Blink Networks") and Blink EV charging equipment, also known as electric vehicle supply equipment
("EVSE") and other EV-related services. The Blink Networks are a proprietary, cloud-based system that operates, maintains,
and manages Blink charging stations and handles the associated charging data, back-end operations, and payment processing. The Blink
Networks provide property owners, managers, parking companies, state and municipal entities, and other types of commercial customers,
("Property Partners") with cloud-based services that enable the remote monitoring and management of EV charging stations.
The Blink Networks also provide EV drivers with vital station information, including station location, availability and fees.

 To
capture more revenues derived from providing EV charging equipment to commercial customers and to help differentiate Blink in the EV
infrastructure market, Blink offers Property Partners a comprehensive range of solutions for EV charging equipment and services that
generally fall into one of the business models below, differentiated by who own the equipment and who bears the costs of installation,
equipment, and maintenance, and the percentage of revenue shared.

 In
 our Blink-owned turnkey business model, we incur the charging equipment and installation
 costs. We own and operate the EV charging station and provide connectivity of the charging
 station to the Blink Networks. In this model, which favors recurring revenues, we incur most
 costs associated with the EV charging stations; thus, we retain substantially all EV charging
 revenues after deducting network connectivity and processing fees. Our agreement with the
 Property Partner typically lasts seven years with extensions that can bring to 21 years.

 In
 our Blink-owned hybrid business model, we incur the charging equipment costs while
 the Property Partner incurs the installation costs. We own and operate the EV charging station
 and provide connectivity to the Blink Networks. In this model, since the Property Partner
 incurs the installation, we share a more generous portion of the EV charging revenues with
 the Property Partner after deducting Blink network connectivity and processing fees. Our
 agreement with the Property Partner lasts five years with extensions that can bring the term
 to 15 years.

 In
 our host-owned business model, the Property Partner purchases, owns and operates the
 Blink EV charging station and incurs the installation costs. We work with the Property Partner
 by providing site recommendations, connectivity to the Blink Networks, payment processing,
 and optional maintenance services. In this model, the Property Partner retains and keeps
 all the EV charging revenues after deducting Blink network connectivity and processing fees.

 In
 our Blink-as-a-Service model, we own and operate the EV charging station, while the
 Property Partner incurs the installation costs. The Property Partner pays us a fixed monthly
 fee for the service and keeps all the EV charging revenues after deducting Blink network
 connectivity and processing fees. Typically, our agreement with the Property owner typically
 lasts five years.

 We
also own and operate EV car-sharing and ride-sharing programs through our wholly owned subsidiary, Blink Mobility. These programs allow
customers to share electric vehicles through subscription services and charge those cars through our charging stations.

 In
pursuit of our commitment to fostering the widespread adoption of electric vehicles (EVs) through the establishment and management of
EV charging infrastructure on a global scale, we remain steadfast in our dedication to mitigating climate change. This dedication is
evidenced by our efforts to diminish greenhouse gas emissions stemming from gasoline-powered vehicles With the goal of being a leader
in the build-out of EV charging infrastructure and maximizing our share of the EV charging market, we have established strategic commercial,
municipal, and retail partnerships across industry verticals and encompassing numerous transit/destination locations, including airports,
auto dealers, healthcare/medical, hotels, mixed-use, municipal sites, multifamily residential and condos, parks and recreation areas,
parking lots, religious institutions, restaurants, retailers, schools and universities, stadiums, supermarkets, transportation hubs,
and workplace locations.

 In
2023, we entered into agreements with significant new customers, including the United States Postal Service (USPS), Mack Trucks, McArthurGlen,
BluePoint, Mike Albert Fleet Solutions, Royal Farms, John Henry General Store, Moberly Motor Company, Arcos Dorados (McDonald's
Puerto Rico), AAA, Allegiant Stadium (Las Vegas), Village of Tuckahoe (NY), Miami Beach (FL), Metropolitan Government of Nashville-Davidson
County, and Salt Lake City International Airport, that expand our potential for unit sales and deployments. Similarly, in 2022, we entered
into agreements with several new significant customers, including Mitsubishi, Cushman & Wakefield, Triple J, Q-Park, Best Buy, UBS,
Bosch Mexico, Porsche Puerto Rico and Guatemala, Veris Residential, Greystar, Cambium, and the cities of Atlanta (GA), Rockford (IL),
Newton (IA), and Winslow (NJ), Leeds (UK).

 As
of December 31, 2023, we sold or deployed 89,825 chargers, of which 72,418 were in the Blink Networks (244 Level 1 publicly accessible
commercial chargers, 44,673 Level 2 publicly accessible commercial chargers, 5,569 Level 2 private commercial chargers, 667 DC Fast Charging
EV publicly accessible chargers, 36 DC Fast Charging EV private chargers, and 525 residential Level 2 Blink EV chargers, inclusive of
20,704 chargers pending to be commissioned). Included in the Blink Networks are 5,150 chargers owned by us. The remaining 17,407 were
non-networked, on other networks or international sales or deployments (761 Level 2 commercial chargers, 16 DC Fast Charging chargers,
12,224 residential Level 2 Blink EV chargers, 2,938 sold to other U.S. networks and 1,468 sold internationally). The
charger units noted above are net of swap-out or replacement units.

 As reflected in our consolidated financial statements as of December
31, 2023, we had cash and cash equivalents of $121,691, working capital of $152,033 and an accumulated deficit of $537,723. During the
years ended December 31, 2023, 2022 and 2021, we incurred net losses of $203,693, $91,560 and $55,119, respectively. We have not yet achieved
profitability.

 Recent
Developments

 February
2023 Underwritten Public Offering

 In
February 2023, we completed an underwritten registered public offering of 8,333,333 shares of our common stock at a public offering price
of $12.00 per share. We 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 us. In addition, the underwriters have a 30-day option
to purchase up to an additional 1,249,999 shares of common stock from us 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 ASR 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.
H.C. Wainwright & Co., Roth Capital Partners and ThinkEquity acted as co-managers for the offering.

 Acquisition

 On
April 18, 2023, the Company, Mobility and Mobility Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Mobility ("Merger
Sub"), entered into and, after all parties met the closing conditions, consummated the transactions contemplated under an Agreement
and Plan of Merger, dated as of April 18, 2023 (the "Acquisition Agreement"), with Envoy Technologies. Pursuant to the Acquisition
Agreement, Merger Sub merged with and into Envoy Technologies, whereupon the separate corporate existence of Merger Sub ceased, and Envoy
Technologies was the surviving corporation of the merger and a wholly-owned subsidiary of Mobility (the "Acquisition").

 Under
the terms of the Acquisition Agreement, the acquisition consideration was up to $35,500, paid as follows: (i) $6,000 in cash paid upon
the closing of the Acquisition Agreement (the "Closing"); (ii) a promissory note of Blink Mobility in the principal amount
of $5,000 which bears interest at a rate of 6% per annum and becomes due 12 months from Closing; (iii) a promissory note of Blink Mobility
in the principal amount of $2,000 which bears interest at a rate of 6% per annum and becomes due 18 months from Closing; and (iv)(a)
in the event of an initial public offering or direct listing of Mobility or Mobility's successor within 24 months after the Closing
(and shares of common stock of the Company are not issued in lieu thereof), $18,500, $21,000 or $22,500 worth of shares of common stock
of Mobility or Mobility's successor, depending on the timing of such offering or listing, (b) in the event there is no initial
public offering or direct listing of Mobility or Mobility's successor within 24 months after the Closing, $21,000 worth of shares
of common stock of the Company, or (c) at the Company's option, a combination of cash and common stock of the Company with an aggregate
value of $21,000.

 The
aggregate purchase price was $30,900 as well as the assumption of working capital deficit of $1,595 (which included closing date
cash of $19). The fair value of the consideration paid in the acquisition consisted of: (a) $6,000 in cash ($4,679 was paid at
Closing and $1,321 was paid prior to Closing in the form of a note receivable); (b) $6,782 in aggregate promissory notes; and (c)
$18,118 in common stock of Mobility subject to the conditions described above.

 The
payment of shares of common stock of Mobility or Mobility's successor, if any, will be based on the public offering price per share
of such stock in the initial public offering. The payment of shares of common stock of the Company, if any, will be based on the average
of the daily-weighted average prices for such stock on each of the 60 days ending on the day prior to issuance thereof.

 At-the-Market
Offering

 On September 2, 2022, we 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 "ATM" equity offering program pursuant
to which we may issue and sell from time to time shares of our common stock, having an aggregate offering price of up to $250,000 through
the Agents, as our sales agents. We currently anticipate using the net proceeds from the sale of its shares of common stock under the
ATM program to supplement our operating cash flows to fund EV charging station deployment and growth plans. We also plan to use any remaining
proceeds we receive for working capital and other corporate purposes. The amounts and timing of our use of the net proceeds will depend
on a number of factors, such as the timing and progress of our EV charging station deployment efforts, the timing and progress of any
partnering and collaboration efforts and technological advances.

 On November 16, 2023, we entered into an Amendment to Sales Agreement, effective
as of November 2, 2023 (the "Amendment"), with the Agents amending the Sales Agreement entered into between us and the Agents.
We have provided the Agents with customary indemnification rights, and the Agents will be entitled to an aggregate fixed commission of
up to 3% of the gross proceeds from shares sold.

 The Amendment revised the term
"Registration Statement" as used in the Sales Agreement to our new shelf registration statement on Form S-3, as amended (File
No. 333-275123), and revised the term "Prospectus Supplement" as used in the Sales Agreement to our prospectus supplement
dated November 2, 2023, relating to the "at-the-market" offering program contemplated by the Sales Agreement.

the year ended December 31, 2023, the Company sold 30,914,695 shares of its common stock pursuant to the ATM program for gross proceeds
of approximately $116,651 and net proceeds of approximately $114,317 after deducting offering expenses. As of December 31, 2023, 31,473,416
shares have been sold pursuant to the ATM program, representing gross proceeds of approximately $124,348. Subsequent to December 31,
2023, the Company sold an aggregate of 8,177,472 shares of common stock aggregate gross proceeds of $25,651 and net proceeds of $25,136.

 Product
and Service Offerings

 We
offer a variety of EV charging products and services to Property Partners and EV drivers.

 EV
Charging Solutions

 Level
 2. We offer a wide range of Level 2 (AC) EV charging equipment, ideal for commercial
 and residential use, with the North American standard J1772 connector, the North American
 Charging Standard (NACS) connector, and the Type 2 connector compatible with electric vehicles
 in Europe and across Latin America.

 Our
 commercial Level 2 chargers consist of the EQ, HQ, MQ, and IQ 200 families and the Series
 4, 6, 7, and 8 families, which are available in pedestal, wall mount, and pole mount configurations.
 The MQ and IQ 200, along with the Series 6, 7, and 8 chargers offer an optional cable management
 system. Additionally, we offer three residential Level 2 chargers for the Americas: the wall-mounted
 HQ 200, Series 4, and a smart charging cable, the PQ 150, designed for European markets.
 Our commercial and residential chargers (except the non-networked HQ 150) can connect to
 the Blink Networks or a local network. Level 2 charging stations typically provide a full
 charge in two to eight hours. Level 2 chargers are ideally suited for low-cost installations
 and frequently used parking locations, such as workplaces, multifamily residential, retail,
 hospitality, and mixed-use, parking garages, municipalities, colleges/schools, hospitals
 and airports.

 International
 Products. We offer Level 2 AC and DC products for the rapidly expanding international
 markets targeted at the residential, workplace, retail, parking garages, leasing companies,
 hospitality, and other locations. These products are available with the Type 2, GBT, and
 CCS 2 connectors and include the PQ 150, Series 3 (an ideal product for the 2/3-wheeled vehicles),
 and the EQ 200.

 Mobile
 Charger. We offer the HQ 200-M Level 2 charger for the mobile/emergency charging market
 which requires a portable charger to be used for roadside or other use cases where a connection
 to the electricity grid is not available.

 DCFC.
 We offer a complete line of DC Fast Charging equipment ("DCFC") that ranges
 from 30kW to 360kW, supports the 'CHAdeMo', CCS1, and NACS connectors,
 and typically provide an 80% charge in less than 30 minutes. Installation of DCFC stations
 and grid requirements are typically greater than Level 2 charging stations and are ideally
 suited for transportation hubs and locations between travel destinations. These include the
 Series 9 30kW DC Fast Charger that works ideally for the fleet and auto dealership segments
 and is available in wall and pedestal mount configurations, the Blink 30kW DC Fast Charger
 that boasts a small footprint providing up to 100 amps of output, and the Blink 60kW –
 360kW DC Fast Charger that provides from 140 to 500 amps of power.

 Blink
 Network. The Blink Network is a cloud-based platform that manages our network of EV chargers
 around the world for remote monitoring, management, payment processing, customer support,
 and other features required for operating the Blink Networks of EV charging locations.

 Blink
 Charging Mobile App. We offer Blink Charging Mobile Apps (iOS and Android) that provide
 EV drivers control by giving them improved search capabilities which allows them to search
 for nearby amenities, as well as chargers by zip-codes, city, business, category, or address,
 and expanded keyword search. The app also includes payment functionality, eliminating the
 need for a credit card.

 Fleet
 Management. We offer Fleet Management applications, targeted at commercial, municipal,
 and federal fleets for planning, managing, and optimizing their departure schedules and energy
 costs. Our Fleet Management applications can be used as standalone tools or integrated into
 existing fleet management solutions, which allows Blink to be a flexible and value-added
 solution within existing software stacks.

 Key
Factors Affecting Operating Results

 We
believe our performance and future success depend on several factors, including those discussed below:

 Competition
 - The EV charging equipment and service market is highly competitive, and we expect the market to become increasingly competitive
as new entrants enter this growing market. Our products and services compete on product performance and features, the total cost of ownership,
origin of manufacturing, sales capabilities, financial stability, brand recognition, product reliability, and the installed base's
size. Existing competitors may expand their product offerings and sales strategies, and new competitors may enter the market. If our
market share decreases due to increased competition, its revenue and ability to generate profits in the future may be impacted.

 Growth
 - Our growth is highly dependent upon the adoption by consumers of EVs, and we are subject to a risk of any reduced demand for EVs.
The market for alternative fuel vehicles is still relatively new, rapidly evolving, characterized by rapidly changing technologies, price
competition, additional competitors, evolving government regulation and industry standards, frequent new vehicle announcements, long
development cycles for EV original equipment manufacturers, and changing consumer demands and behaviors. Factors that may influence the
purchase and use of alternative fuel vehicles, and specifically EVs, include perceptions about EV quality, safety (in particular with
respect to battery chemistries), design, performance and cost; the limited range over which EVs may be driven on a single battery charge
and concerns about running out of power while in use; improvements in the fuel economy of the internal combustion engine; consumers'
desire and ability to purchase a luxury automobile or one that is perceived as exclusive; the environmental consciousness of consumers;
volatility in the cost of oil and gasoline; consumers' perceptions of the dependency of the United States on oil from unstable
or hostile countries and the impact of international conflicts; government regulations and economic incentives promoting fuel efficiency
and alternate forms of energy; access to charging stations, standardization of EV charging systems and consumers' perceptions about
convenience and cost to charge an EV; and the availability of tax and other governmental incentives to purchase and operate EVs or future
regulation requiring increased use of nonpolluting vehicles. If the market for EVs does not gain broad market acceptance or develops
slower than we expect, our business, prospects, financial condition and operating results may be adversely affected.

 Regulations
- Our business is subject to a variety of federal, state and international laws and regulations, including those with respect to
government incentives promoting fuel efficiency and alternate forms of energy, electric vehicles and others. These laws and regulations,
and the interpretation or application of these laws and regulations, could change. Any reduction, elimination or discriminatory application
of government subsidies and economic incentives because of policy changes, fiscal tightening or other reasons may result in diminished
revenues from government sources and diminished demand for our products. In addition, new laws or regulations affecting our business
could be enacted. These laws and regulations are frequently costly to comply with and may divert a significant portion of management's
attention. Changes to these applicable laws or regulations could affect business and/or harm our customers, thereby adversely affecting
our business, financial condition and results of operations.

 Expansion
through Acquisitions - We may pursue strategic domestic and international acquisitions to expand our operations. Risks in acquisition
transactions include difficulties in the integration of acquired businesses into our operations and control environment, difficulties
in assimilating and retaining employees and intermediaries, difficulties in retaining the existing clients of the acquired entities,
assumed or unforeseen liabilities that arise in connection with the acquired businesses, the failure of counterparties to satisfy any
obligations to indemnify us against liabilities arising from the acquired businesses, and unfavorable market conditions that could negatively
impact our growth expectations for the acquired businesses. Fully integrating an acquired company or business into our operations may
take a significant amount of time. If we are unable to integrate or pursue strategic acquisitions, our financial condition and results
of operations would be negatively impacted.

 Results
of Operations

 Year
Ended December 31, 2023 Compared Year Ended December 31, 2022

 For The Years Ended

 2023

 2022

 Difference $

 Difference %

 Revenues:

 Product sales

 $
 109,416

 $
 46,018

 $
 63,398

 %

 Charging service revenue - company-owned charging stations

 15,646

 6,866

 8,780

 %

 Network fees

 7,481

 4,370

 3,111

 %

 Warranty

 3,258

 2,330

 %

 Grant and fees rebate

 %

 Car-sharing services

 3,302

 1,268

 2,034

 %

 Other

 1,026

 1,393

 (367
)

 -26
 %

 Total Revenues

 140,598

 61,139

 79,459

 %

 Cost of Revenues:

 Cost of product sales

 72,532

 31,428

 41,104

 %

 Cost of charging services - company-owned charging stations

 3,540

 1,466

 2,074

 %

 Host provider fees

 9,140

 3,935

 5,205

 %

 Network costs

 1,969

 1,463

 %

 Warranty and repairs and maintenance

 4,605

 2,795

 1,810

 %

 Car-sharing services

 4,356

 2,137

 2,219

 %

 Depreciation and amortization

 4,250

 3,113

 1,137

 %

 Total Cost of Revenues

 100,392

 46,337

 54,055

 %

 Gross Profit

 40,206

 14,802

 25,404

 %

 Operating Expenses:

 Compensation

 92,669

 60,602

 32,067

 %

 General and administrative expenses

 35,170

 27,826

 7,344

 %

 Other operating expenses

 17,825

 15,645

 2,180

 %

 Impairment of goodwill

 89,087

 -

 89,087

 N/A

 Impairment of intangible assets

 5,143

 -

 5,143

 N/A

 Total Operating Expenses

 239,894

 104,073

 135,821

 %

 Loss From Operations

 (199,688
)

 (89,271
)

 (110,417
)

 %

 Other (Expense) Income:

 Interest expense

 (3,546
)

 (1,529
)

 (2,017
)

 %

 Dividend income

 1,909

 1,455

 %

 Gain (loss) on foreign exchange

 (600
)

 -123
 %

 Loss on extinguishment of notes payable

 (1,000
)

 -

 (1,000
)

 %

 Change in fair value of derivative and other accrued liabilities

 (58
)

 -88
 %

 Other expense

 (22
)

 (372
)

 -94
 %

 Total Other Expense

 (2,511
)

 (1,981
)

 (530
)

 %

 Loss Before Income Taxes

 $
 (202,199
)

 $
 (91,252
)

 $
 (110,947
)

 %

 Provision for income taxes

 (1,494
)

 (308
)

 (1,186
)

 %

 Net Loss

 $
 (203,693
)

 $
 (91,560
)

 $
 (112,133
)

 %

 Total
revenue for the year ended December 31, 2023 was $140,598, compared to $61,139 for the year ended December 31, 2022, an increase of $79,459,
or 130%.

 Revenue
from product sales was $109,416 for the year ended December 31, 2023, compared to $46,018 for the year ended December 31, 2022, an
increase of $63,398, or 138%. This increase was attributable to increased sales of commercial chargers, DC fast chargers and
residential chargers when compared to the same period in 2022.

 Charging service revenue for company-owned and operated charging stations
was $15,646 for the year ended December 31, 2023, compared to $6,866 for the year ended December 31, 2022, an increase of $8,780, or 128%.
The increase is due to the increase in utilization of chargers and an increased number of chargers on the Blink Networks.

 Network
fee revenue was $7,481 for the year ended December 31, 2023, compared to $4,370 for the year ended December 31, 2022, an increase of
$3,111, or 71%. The increase was attributable to increases in host owned units as well as billings and invoicing to Property Partners
during the year ended December 31, 2023, as compared to the year ended December 31, 2022.

 Warranty
revenue was $3,258 for the year ended December 31, 2023, compared to $928 for the year ended December 31, 2022, an increase of $2,330,
or 251%. The increase was primarily attributable to an increase in warranty contracts sold for
the year December 31, 2023 compared to the year ended December 31, 2022.

 Grant
and fees rebate revenues were $469 for the year ended December 31, 2023, compared to $296 for the year ended December 31, 2022, an
increase of $173, or 58%. Grant and rebates relating to equipment and the related installation are deferred and amortized in a
manner consistent with the depreciation expense of the related assets over their useful lives. The
decrease in revenue was primarily related to the timing of the amortization of previous years' state grants/rebates associated
with the installation of chargers during the years ended December 31, 2023 and 2022.

 Car-sharing
services revenues were $3,302 during the year ended December 31, 2023, compared to $1,268 during the year ended December 31, 2022,
an increase of $2,034, or 160%. These revenues are derived from ride-sharing subscription
services through a program with the City of Los Angeles, which was associated with the acquisition of BlueLA in September 2020. Also contributing to the increase in revenues is revenues of $2,743 from Envoy, which was acquired in April 2023.

 Other
revenue decreased by $367, or 26% to $1,026 for the year ended December 31, 2023, compared to $1,393 for the year ended December 31,
2022. The decrease was primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the year ended December
31, 2023 compared to the same period in 2022. We generate these credits from the electricity utilized by our electric car charging stations
as a byproduct from our charging services in the states of California and Oregon.

 Cost
of Revenues

 Cost
of revenues primarily consists of electricity reimbursements, revenue share payments to our Property Partner hosts, the cost of
charging stations sold, connectivity charges provided by telco and other networks, warranty, repairs and maintenance services, and
depreciation of our installed charging stations. Cost of revenues for the year ended December 31, 2023 were $100,392 as compared to
$46,337 for the year ended December 31, 2022, an increase of $54,055, or 117%.

 There
is a degree of variability in our costs in relation to our revenues from period to period, primarily due to:

 electricity
 reimbursements that are unique to those Property Partner host agreements which provide for such reimbursements;

 revenue
 share payments are predicated on the contractual obligation under the property partner agreement and the revenue generated by the
 applicable chargers;

 cost
 of charging stations sold is predicated on the mix of types of charging stations and parts sold during the period;

 network
 costs are fixed in nature based on the number of chargers connected to the telco network regardless of whether the charger generates
 revenue;

 provisions
 for excess and obsolete inventory; and

 warranty
 and repairs and maintenance expenses are based on both the number of service cases completed during the period.

 Cost
of product sales increased by $41,104, or 131%, to $72,532 for the year ended December 31, 2023, compared to $31,428 for the year ended
December 31, 2022. The increase was primarily due to the increase in product sales of commercial chargers, DC fast chargers and home
residential chargers during the year ended December 31, 2023 compared to the same period in 2022.

 Cost
of charging services for company-owned charging stations (electricity reimbursements) increased by $2,074, or 141%, to $3,540 for the
year ended December 31, 2023, compared to $1,466 for the year ended December 31, 2022. The increase in 2023 was attributable to the mix
of charging stations generating charging service revenues subject to electricity reimbursement.

 Host
provider fees increased by $5,205, or 132%, to $9,140 during the year ended December 31, 2023, compared to $3,935 during the year ended
December 31, 2022. This increase was a result of the mix of chargers generating revenue and their
corresponding revenue share percentage payments to Property Partner hosts pursuant to their agreements.

 Network
costs increased by $506, or 35%, to $1,969 for the year ended December 31, 2023, compared to $1,463 for the year ended December 31,
2022. The increase was a result of the increase in charging stations on our network and costs
incurred related to the upgrading of our network system compared to the same period in 2022.

 Warranty
and repairs and maintenance costs increased by $1,810, or 65%, to $4,605 for the year ended December 31, 2023, compared to $2,795
for the year ended December 31, 2022. The increase in 2023 was attributable to significant
efforts expended to reduce the backlog in warranty and repairs and maintenance cases. As of December 31, 2023, we recorded a
liability of $503 which represents the estimated cost of existing backlog of known warranty cases.

 Cost
of car-sharing services was $4,356 during the year ended December 31, 2023, compared to $2,137 during the year ended December 31,
2022, an increase of $2,219, or 104%. These costs are from car-sharing subscription services
through a program with the City of Los Angeles, which was associated with the acquisition of BlueLA in September 2020. Also
contributing to the increase in costs for these services is $2,221 from Envoy, which was acquired in April 2023.

 Depreciation
and amortization expense increased by $1,137, or 37%, to $4,250 for the year ended December 31, 2023, compared to $3,113 for the year
ended December 31, 2022. The increase in depreciation expense was attributable to an increase in the number of EV charging stations and
vehicles associated with the car-share services.

Expenses

 Compensation
expense increased by $32,067, or 53%, to $92,669 (consisting of approximately $70,630 of cash compensation and approximately $22,039
of non-cash compensation) for the year ended December 31, 2023, compared to $60,602 (consisting of approximately $44,689 of cash compensation
and approximately $15,913 of non-cash compensation) for the year ended December 31, 2022. The increase
in compensation expense for the year ended December 31, 2023 compared to the same period in 2022 was primarily related to increases in
personnel and compensation in executive, marketing, sales and operations departments as a result of the anticipated domestic and international
growth of our company. In addition, compensation expense during the year ended December 31, 2023 compared to the same period in 2022
increased due to additional personnel in conjunction with the acquisition of Envoy in April 2023. Also contributing to the increase in
compensation expense is (1) non-cash stock-based compensation of approximately $5,500 related to the accelerated vesting of equity award
grants and additional stock-based compensation associated with the resignation of our former Chief Executive Officer pursuant to the
terms of the Former CEO Employment Agreement, as set forth in the Separation and General Release Agreement, dated as of September 20,
2023, between our company and the former Chief Executive Officer; and (2) non-recurring expense of approximately $11,500, consisting
of the non-recurring payment of approximately $6,000 to our former Chief Executive Officer pursuant to the Former CEO Employment Agreement
and a non-recurring bonus expense of $5,500 related to the achievement by our Chief Technology Officer of systems, product and IT-related
key performance indicators under his employment agreement, dated April 12, 2021. In addition, compensation expense during the December
31, 2023 period compared to the same period in 2022 increased due to additional personnel in conjunction with the acquisition of Envoy
in April 2023.

 General
and administrative expenses increased by $7,344, or 26%, from $27,826 for the year ended December 31, 2022 to $35,170, for the year
ended December 31, 2023. The increase was primarily attributable to increases in accounting, legal, investor/public relations, consulting,
software licensing and other professional service expenditures of $6,890. Further, general
and administrative expenses increased due to increases in amortization expense of $1,448 primarily related to the acquisition of Envoy
in 2023.

 Other
operating expenses increased by $2,180, or 14%, from $15,645 for the year ended December 31, 2022 to $17,825 for the year ended December
31, 2023. The increase was primarily attributable to increases in insurance, software licensing,
annual shareholder meeting, rent, and hardware and software expenses of $5,196. Further, increases in travel and vehicle expenses of
$480, contributed to the increase in other operating expenses for year ended December 31, 2023 compared to the same period in 2022. Also
contributing to the increase in other operating expenses were operating expenditures related to the acquisition of Envoy in 2023. The
increase in other operating expenses for the year ended December 31, 2023 compared to the same period in 2022 was partially offset by
a decrease of $4,257 in expenses related to the 4G network upgrade which was substantially performed during 2022.

the year ended December 31, 2023, we observed certain triggering events, including a decline in our stock price and, as a result, we
conducted a quantitative impairment analysis of our goodwill and intangible assets and determined that the fair value of our
reporting units were less than the carrying amount and, as a result, recorded an impairment charge of $89,087 related to goodwill
and $5,143 related to intangible assets during the 2023 period.

 Other
Expense

 Other
expense increased by $530 from $1,981 for the year ended December 31, 2022 to $2,511 for the year ended December 31, 2023. The increase
in other expenses was primarily attributable to an increase in interest expense of $2,017 associated with the deferred payment from the
SemaConnect acquisition as well as an increase in the loss on extinguishment of notes payable of $1,000, partially offset by an increase
in dividend and interest income of $1,455.

 Provision
For Income Taxes

 Provision
for income taxes was $1,494 during the year ended December 31, 2023 as compared to $308 during the year ended December 31, 2022. The
Company's statutory federal income tax rate for 2023 and 2022 was 21.0%. The Company's effective tax rate for 2023 and 2022
was 0.7% and 0.3%, respectively. The increase in the provision for income taxes and the effective tax rate was related to certain subsidiaries
which generated net income during the year ended December 31, 2022.

 Net
Loss

 Our net loss for the year ended December 31, 2023 increased by $112,133,
or 122%, to $203,693 as compared to $91,560 for the year ended December 31, 2022. The increase was primarily attributable to an increase
in compensation expense and general and administrative expenses in conjunction with current and anticipated growth of our company.

 Total
Comprehensive Loss

 Our total comprehensive loss for the year ended December 31, 2023 was
$203,183 whereas our total comprehensive loss for the year ended December 31, 2022 was $92,822, an increase of $110,361 for the same reasons
as noted above related to the increase in our net loss.

 Liquidity
and Capital Resources

 We
measure our liquidity in a number of ways, including the following:

 2023

 2022

 Cash and Cash Equivalents

 $
 121,691

 $
 36,562

 Working Capital

 $
 152,033

 $
 48,962

 Debt

 $
 38,108

 $
 40,618

the years ended December 31, 2023 and 2022, we financed our activities from proceeds derived from debt and equity financings which were
raised in prior periods. A significant portion of the funds raised from the sale of capital stock has been used to cover working capital
needs and personnel, office expenses and various consulting and professional fees.

 For
the years ended December 31, 2023 and 2022, we used cash of $97,570 and $82,365, respectively, in operations. Our cash used for the
year ended December 31, 2023 was primarily attributable to our net loss of $203,693, reduced by net non-cash expenses in the
aggregate amount of $133,566, and by $27,443 of net cash used in changes in the levels of operating assets and liabilities. Our cash
used for the year ended December 31, 2022 was primarily attributable to our net loss of $91,560, reduced by net non-cash expenses in
the aggregate amount of $26,551, and by $17,356 of net cash used in changes in the levels of operating assets and
liabilities.

the year ended December 31, 2023, net cash used in investing activities was $13,240, of which, $4,660
was used as cash consideration for Envoy (net of cash acquired), $7,552 was used to purchase charging stations and other fixed assets,
and $1,028 was related to the payment of engineering costs that were capitalized. During the year ended December 31, 2022, net
cash used in investing activities was $57,441, of which, $38,338 was used as cash consideration
for SemaConnect (net of cash acquired), $11,360 was used as cash consideration for EB (net of cash acquired), $5,249 was used to purchase
charging stations and other fixed assets, $2,200 was used as a note receivable to a target, and $294 was related to the payment of engineering
costs that were capitalized.

the year ended December 31, 2023, net cash provided by financing activities was $197,315, of which, $208,865
was attributable to the net proceeds from the sale of common stock from the public offering, $835 was provided by the exercise of warrants
and options, offset by $9,292 was used to pay down notes payable, $2,837 was used to pay down our finance lease liability and $256 used
to pay down our liability in connection with internal use software.

the year ended December 31, 2022, net cash provided by financing activities was $6,393, of which, $7,386
was attributable to the net proceeds from the sale of common stock from the public offering, $220 was provided by the exercise of warrants
and options, offset by $681 was used to pay down notes payable, $315 used to pay down our liability in connection with internal use software,
and $217 was used to pay down our finance lease liability.

 As of December 31, 2023, we had cash and cash equivalents, working
capital and an accumulated deficit of $121,691, $152,033 and $537,723, respectively. During the year ended December 31, 2023, we generated
a net loss of $203,693.

 In
February 2023, we completed an underwritten registered public offering of 8,333,333 shares of our common stock at a public offering price
of $12.00 per share. We 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 us. In addition, the underwriters have a 30-day option
to purchase up to an additional 1,249,999 shares of common stock from us 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 ASR 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.
H.C. Wainwright & Co., Roth Capital Partners and ThinkEquity acted as co-managers for the offering.

 In
January 2021, we completed an underwritten registered public offering of 5,660,000 shares of our common stock at a public offering price
of $41.00 per share. We received approximately $232,100 in gross proceeds from the public offering, and approximately $221,500 in net
proceeds after deducting the underwriting discount and offering expenses paid by us. The public offering was made pursuant to our automatic
shelf registration statement on Form S-3 ASR filed with the SEC on January 6, 2021 and prospectus supplement dated January 7, 2021. We
used the net proceeds from the public offering to supplement our operating cash flows to fund EV charging station deployment and, when
needed, to finance the costs of acquiring competitive and complementary businesses, products and technologies as a part of our growth
strategy, and for working capital and general corporate purposes.

 We
have not yet achieved profitability and expect to continue to incur cash outflows from operations. It is expected that our operating
expenses will continue to increase and, as a result, we will eventually need to generate significant product revenues to achieve profitability.
Historically, we have been able to raise funds to support our business operations, although there can be no assurance that we will be
successful in raising significant additional funds in the future. We expect that our cash on hand will fund our operations for at least
12 months after the issuance date of the financial statements included in this Annual Report.

 Since
inception, our operations have primarily been funded through proceeds received in equity and debt financings. We believe we have access
to capital resources and continue to evaluate additional financing opportunities. There is no assurance that we will be able to obtain
funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds we might raise will enable us
to complete our EV development initiatives or attain profitable operations.

 On September 2, 2022, we 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 "ATM"
equity offering program pursuant to which we may issue and sell from time to time shares of our common stock,
having an aggregate offering price of up to $250,000 through the Agents, as our sales agents. We currently anticipate using the net proceeds
from the sale of our shares of common stock under the ATM program to supplement our operating cash flows to fund EV charging station deployment
and our acquisition growth plan. We also plan to use any remaining proceeds we receive for working capital and other corporate purposes.
The amounts and timing of our use of the net proceeds will depend on a number of factors, such as the timing and progress of our EV charging
station deployment efforts, the timing and progress of any partnering and collaboration efforts and technological advances. As of December
31, 2023, 30,914,695 shares have been sold pursuant to the ATM program representing gross proceeds of approximately $116,651. Subsequent to December 31, 2023, the Company sold an aggregate of 8,177,472 shares of common stock aggregate gross
proceeds of $25,651 and net proceeds of $25,136.

 Contractual
Obligations and Commitments

 We
entered into purchase commitments that include purchase orders and agreements in the normal course of business with contract manufacturers,
parts manufacturers, vendors for research and development services and outsourced services. As of December 31, 2023, we had purchase
commitments of approximately $21,672, which will become payable upon the suppliers' delivery of the charging stations, services
and other related items. The purchase commitments were made primarily for future sales, deployments of charging stations, inventory management
planning and other related items, all of which are expected to be received during the next 12-24 months.

 Further,
we have operating and finance lease obligations over the next five years of approximately $11,418. These operating lease obligations
are primarily related to corporate office space, warehousing, and parking spaces related to our ride-sharing services.

 Critical
Accounting Estimates

 The
preparation of financial statements and related disclosures must be in conformity with U.S. GAAP. These accounting principles require
us to make estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial statements
as well as the reported amounts of revenue and expense during the periods presented. We believe that the estimates and judgments upon
which it relies are reasonably based upon information available to us at the time that it makes these estimates and judgments. To the
extent that there are material differences between these estimates and actual results, our financial results will be affected. The accounting
policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding
and evaluating our reported financial results are described below.

 The
following is not intended to be a comprehensive list of all of our accounting policies or estimates. Our accounting policies are more
fully described in Note 2 – Summary of Significant Accounting Policies, in our Consolidated Financial Statements included at the
end of this Annual Report.

 Revenue
Recognition

 We
recognize revenue primarily from four different types of contracts:

 Product
 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.

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

 Network
 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.

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

 The
timing of our revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized
prior to payment and the company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related
services, the company records deferred revenue until the performance obligations are satisfied.

 Grants,
rebates and alternative fuel credits, which are not within the scope of ASC 606, pertaining to revenues and periodic expenses are recognized
as income when the related revenue and/or periodic expense are recorded. Grants and rebates related to EV charging stations and their
installation are deferred and amortized in a manner consistent with the related depreciation expense of the related asset over their
useful lives over the useful life of the charging station.

 Car-sharing
services, is accounted for under ASC Topic 842, Leases and pertains to revenues and expenses related to a car-sharing services
agreement with the City of Los Angeles which allows customers the ability to rent electric vehicles through a subscription service. The
Company accounts for such rentals as operating leases. The lease terms are included in the Company's contracts, and the determination
of whether the Company's contracts contain leases generally does not require significant assumptions or judgments. The Company's
lease revenues do not include material amounts of variable payments. The Company does not provide an option for the lessee to purchase
the rented equipment at the end of the lease.

 The
Company is unsure of when the customer will return rented equipment. As such, the Company does not know how much the customer will owe
it upon return of the equipment and, therefore, cannot provide a maturity analysis of future lease payments. The Company's equipment
is generally rented for short periods of time (generally a few minutes to a few hours). Lessees do not provide residual value guarantees
on rented equipment.

 The
Company expects to derive significant future benefits from its equipment following the end of the rental term. The Company's equipment
is typically rented for the majority of the time that the Company owns it. The Company recognizes
revenue over the contractual period of performance of the subscription which are short term in nature.

 Stock-Based
Compensation

 We
measure the cost of services received in exchange for an award of equity instruments based on the fair value of the award on the date
of grant. The fair value amount of the shares expected to ultimately vest is then recognized over the period for which services are required
to be provided in exchange for the award, usually the vesting period. The estimation of stock-based awards that will ultimately vest
requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as
a cumulative adjustment in the period that the estimates are revised. We account for forfeitures as they occur.

 Long-Lived
Assets

 Long-lived
assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not
be recoverable. We assess the recoverability of our long-lived assets by monitoring current selling prices of EV charging units in the
open market, the adoption rate of various auto manufacturers in the EV market and projected EV charging utilization at various public
EV charging stations throughout our network in determining fair value. An impairment loss would be recognized when estimated future cash
flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount.

 Income
Taxes

 We
account for income taxes pursuant to the asset and liability method of accounting for income taxes pursuant to FASB ASC 740, "Income
Taxes." Deferred tax assets and liabilities are recognized for taxable temporary differences and operating loss carry forwards.
Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets
are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized.

tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Leases

 We
determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use ("ROU")
assets and operating lease liabilities in our consolidated balance sheets.

 ROU
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, we use an 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.

is the excess of consideration paid for an acquired entity over the fair value of the amounts assigned to assets acquired, including
other identifiable intangible assets, and liabilities assumed in a business combination. To determine the amount of goodwill resulting
from a business combination, the company performs an assessment to determine the acquisition date fair value of the acquired company's
tangible and identifiable intangible assets and liabilities.

is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be
impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances
leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These
qualitative factors include: macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific
events. If the entity determines that this threshold is met, then the company may apply a one-step quantitative test and record the amount
of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount
of goodwill allocated to the reporting unit. The company determines fair value through multiple valuation techniques and weights the
results accordingly. The company is required to make certain subjective and complex judgments in assessing whether an event of impairment
of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units. The company has
elected to perform its annual goodwill impairment review on November 1 of each year.

 Recently
Issued Accounting Standards

 For
a description of our recently issued accounting standards, see Note 2 – Summary of Significant Accounting Policies of the Notes
to Consolidated Financial Statements included in this Annual Report.

 ITEM
 7A.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Currency Risk

 We
have foreign currency risks related to its revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily
the euro, causing both its revenue and its operating results to be impacted by fluctuations in the exchange rates. Gains or losses from
the revaluation of certain cash balances, accounts receivable balances and intercompany balances that are denominated in these currencies
impact our net loss. A hypothetical decrease in all foreign currencies against the U.S. dollar of 1% would not result in a material foreign
currency loss on foreign-denominated balances, as of December 31, 2023. As our foreign operations expand, its results may be more materially
impacted by fluctuations in the exchange rates of the currencies in which it does business. At this time, we do not enter into financial
instruments to hedge its foreign currency exchange risk.

 ITEM
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA.

 The
financial statements required by this Item 8 are included in this Annual Report beginning on page F-1.

 ITEM
 9.

 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None.

 ITEM
9A.

 CONTROLS
 AND PROCEDURES.

 Evaluation
of Disclosure Controls and Procedures

 Disclosure controls and procedures are designed to provide reasonable assurance
that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the Commission's rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely
decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that
any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired
control objectives, and management is required to apply its judgment in evaluating the cost- benefit relationship of possible controls
and procedures. Management has designed disclosure controls and procedures that reasonably enable the management to deliberate and take
timely decisions regarding required disclosure.

 As required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an
evaluation under the supervision and with the participation of our management, including our principal executive officer and principal
financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period
covered by this report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded the Company's
disclosure controls and procedures were not effective as of December 31, 2023, due to the material weaknesses in internal control over
financial reporting described below.

 However, 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 with U.S. 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. GAAP.

 Management's
Annual Report on Internal Control Over Financial Reporting

 Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Our internal control system was designed to, in general, provide reasonable assurance to our
company's management and board regarding the preparation and fair presentation of published financial statements, but because of
its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.

 As 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 Envoy
Technologies Inc., 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, 2023. Envoy's total assets and total revenues represent approximately
1% and 2% respectively, of the related consolidated financial statement amounts of Blink Charging Co. as of and for the year ended December
31, 2023.

 Our management assessed the effectiveness of our internal control over
financial reporting as of December 31, 2023. 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, 2023, because of the material
weaknesses reported below.

 Management identified information technology deficiencies in the design
and implementation of change management and user access controls over financial IT applications and underlying records that: support the
Company's financial reporting processes, impact automated process-level and manual controls, and provide the assurance that the
data produced by these systems is complete and accurate. The access issues relate to appropriate
segregation of duties that would adequately restrict user and privileged access to the financially relevant applications and underlying
records to the appropriate Company personnel. Management has considered the IT deficiencies to be a material weakness in internal
controls over financial reporting as of December 31, 2023.

 During 2023, management reported a material weakness related to the operational
effectiveness of its internal controls related to review of the impairment and allocation of goodwill and intangible assets.

 Remediation efforts have begun; the material weaknesses will not be considered
remediated until the applicable controls operate for a sufficient period of time and management has concluded, through
testing, that these controls are operating effectively. The Company expects that the remediation of these material weaknesses will be
completed during 2024.

 Remediation in Internal Control Over Financial Reporting During 2023

 In 2022, the Company identified
certain design deficiency which resulted in a failure to detect a miscalculation of a certain non-cash share-based compensation transaction
on a timely basis. As a result of the internal controls initiatives referenced above, the 2022 reported material weakness has been remediated
in 2023 and is operating effectively.

in Internal Control Over Financial Reporting

2023, management continued to implement improvements to the Company's internal control system including expanding our internal
control assessments to the Company's 2022 acquisitions Throughout the year, from executive management down, a strong commitment
was made to the importance of internal control and to create and maintain an infrastructure to support the Company's compliance
program. The Audit Committee was actively engaged and exercised continuous oversight throughout the process. Further, management and
the Audit Committee fostered open and regular dialogue with the Company's external auditors. Internal control, particularly those
relating to subjective judgements, were strengthened and, when possible automated and centralized.

 Except
as described above, there were no changes in the Company's internal control over the financial reporting during the fourth quarter
of 2023 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 ON
INTERNAL CONTROL OVER FINANCIAL REPORTING

 To
the Stockholders and Board of Directors of

 Blink
Charging Co.

 Adverse
Opinion on Internal Control over Financial Reporting

 We
have audited Blink Charging Co. and subsidiaries' (the "Company") internal control over financial reporting as of December
31, 2023, 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, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission.

 A
material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented
or detected on a timely basis. The following material weaknesses have been identified and included in "Management's Annual
Report on Internal Control Over Financial Reporting":

 The Company's change management and access
 controls were not designed and implemented effectively to ensure: 1) IT program and data changes affecting the Company's financial
 IT applications and underlying records are identified, tested, authorized and implemented appropriately to validate that data produced
 by these IT applications were complete and accurate, and 2) appropriate segregation of duties that would adequately restrict user and
 privileged access to the financially relevant applications and underlying records to the appropriate Company personnel.

 Due to the pervasive
 nature of these deficiencies other IT general controls, automated process-level, and manual controls that are dependent upon the information
 derived from such financially relevant applications were also determined to be ineffective.

 Ineffective operation of management review controls over allocation of proceeds to intangible
 assets and goodwill and the evaluation of potential impairment for goodwill and other intangible assets.

 These
deficiencies, combined with inadequate review controls, created a reasonable possibility that a material misstatement, either
individually or in the aggregate, of the consolidated financial statements might not be prevented or detected on a timely basis and represent
material weaknesses in the Company's internal control over financial reporting.

 These
material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the fiscal 2023
consolidated financial statements, and this report does not affect our report dated March 18, 2024 on those financial statements.

 We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"),
the consolidated balance sheets of the Company as of December 31, 2023 and 2022 and the related consolidated statements of operations,
comprehensive loss, changes in stockholders' equity, and cash flows for each of the three years in the period ended December 31,
2023 and our report thereon dated March 18, 2024 expressed an unqualified opinion on those financial statements.

 Explanatory
Paragraph – Excluded Subsidiary

 As
described in "Management's Annual Report on Internal Control Over Financial Reporting", management has excluded its
wholly owned subsidiary, Envoy Technologies, Inc., from its assessment of internal control over financial reporting as of December 31,
2023 because the entity was acquired by the Company as the result of a business combination during 2023. We have also excluded Envoy
Technologies, Inc. from our audit of internal control over financial reporting. The subsidiary's combined total assets and total
revenues represent approximately 1% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year
ended December 31, 2023.

 Basis
for Opinion

 The
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's Annual Report
on Internal Control Over Financial Reporting". Our responsibility is to express an opinion on the Company's internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit
of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing
the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.

 Definition
and Limitations of Internal Control over Financial Reporting

 A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

 Because
of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that degree of compliance with the policies or procedures may deteriorate.

 Marcum
 llp

 New
York, NY

 March

 ITEM
 9B.

 OTHER
 INFORMATION.

 During the fiscal quarter ended December 31, 2023, none of the Company's
directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1
trading arrangement, in each case as defined in Item 408 of Regulation S-K.

 ITEM
 9C.

 DISCLOSURE
 REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 PART
III

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

required by this item is incorporated by reference from our definitive proxy statement for the 2024 Annual Meeting of Stockholders to

 ITEM
 11.

 EXECUTIVE
 COMPENSATION.

required by this item is incorporated by reference from our definitive proxy statement for the 2024 Annual Meeting of Stockholders to

 ITEM
 12.

 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

required by this item is incorporated by reference from our definitive proxy statement for the 2024 Annual Meeting of Stockholders to

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

required by this item is incorporated by reference from our definitive proxy statement for the 2024 Annual Meeting of Stockholders to

 ITEM
 14.

 PRINCIPAL
 ACCOUNTING FEES AND SERVICES.

required by this item is incorporated by reference from our definitive proxy statement for the 2024 Annual Meeting of Stockholders to

 PART
IV

 ITEM
 15.

 EXHIBITS
 AND FINANCIAL STATEMENT SCHEDULES.

 (a)(3)
EXHIBITS

 Exhibit

 Incorporated
 by Reference

 Filed
 or Furnished

 Exhibit
 Description

 Form

 Exhibit

 Filing
 Date

 Herewith

 2.1

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

 2.1

 05/13/2021

 2.2

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

 2.1

 04/26/2022

 2.3

 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)

 2.1

 06/14/2022

 2.4

 Agreement and Plan of Merger, dated as of April 18, 2023, by and among Blink Charging Co., Blink Mobility, LLC, Mobility Merger Sub Inc., Envoy Technologies, Inc., and Fortis Advisors LLC (as Equityholders' Agent)

 2.1

 04/24/2023

 2.5

 Amendment No. 2, dated as of August 4, 2023, to Agreement and Plan of Merger, dated as of June 13, 2022, by and among Blink Charging Co., SemaConnect LLC and Shareholder Representative Services LLC, as Stockholders' Representative.

 2.2

 08/09/2023

 3.1

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

 3.1

 04/17/2018

 3.2

 Bylaws,
 as amended most recently on January 29, 2018

 3.2

 04/17/2018

 3.4

 Certificate
 of Withdrawal for Series A Convertible Preferred Stock

 3.1

 04/07/2022

 3.5

 Certificate
 of Withdrawal for Series B Preferred Stock

 3.2

 04/07/2022

 3.6

 Certificate
 of Withdrawal for Series C Convertible Preferred Stock

 3.3

 04/07/2022

 3.7

 Certificate
 of Withdrawal for Series D Convertible Preferred Stock

 3.4

 04/07/2022

 4.2

 Form
 of Common Stock Purchase Warrant dated April 9, 2018

 4.1

 04/19/2018

 4.3

 Description
 of the Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

 4.3

 04/02/2020

 10.14*

 2018
 Incentive Compensation Plan

 Proxy

 -

 08/14/2018

 10.18*

 Offer Letter, dated February 7, 2020, between Blink Charging Co. and Michael P. Rama

 10.1

 02/11/2020

 10.20*

 Offer Letter, dated as of March 29, 2020, between Blink Charging Co. and Brendan S. Jones

 10.1

 04/20/2020

 10.22*

 Agreement, dated December 27, 2021, between Blink Charging Co. and Brendan S. Jones

 10.1

 12/29/2021

 10.23*

 Agreement, dated April 20, 2021, between Blink Charging Co. and Harjinder Bhade

 10-K/A

 10.20

 04/29/2022

 10.24*

 Agreement, dated May 19, 2022, between Blink Charging Co. and Michael P. Rama

 10.1

 05/24/2022

 10.25*

 Agreement, dated May 19, 2022, between Blink Charging Co. and Aviv Hillo

 10.2

 05/24/2022

 10.26

 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

 10.1

 06/21/2022

 10.29

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

 10.1

 09/02/2022

 10.31*

 Employment Agreement, dated May 1, 2023, between Blink Charging Co. and Brendan S. Jones

 10.1

 05/05/2023

 10.32*

 Amendment to Blink Charging Co. 2018 Incentive Compensation Plan

 14A

 A

 06/14/2023

 10.33*

 Separation and General Release Agreement, dated as of June 20, 2023, between Blink Charging Co. and Michael D. Farkas

 10.1

 06/23/2023

 10.34*

 Employment Offer Letter, dated October 30, 2023, between Blink Charging Co. and Harjinder Bhade

 10.1

 11/03/2023

 10.35

 Amendment to Sales Agreement, dated as of November 2, 2023, between Blink Charging Co. and the Agents

 10.1

 11/22/2023

 21.1

 Subsidiaries of the Registrant

 X

 23.1

 Consent of Marcum LLP

 X

 31.1

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

 X

 31.2

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

 X

 32.1**

 Section 1350 Certification of Principal Executive Officer

 X

 32.2**

 Section 1350 Certification of Principal Financial Officer

 X

 97.1*

 Blink Charging Co. Policy for Recovery of Erroneously Awarded Compensation

 101.INS

 Instance.

 X

 101.XSD

 Schema.

 X

 101.PRE

 Presentation.

 X

 101.CAL

 Calculation.

 X

 101.DEF

 Definition.

 X

 101.LAB

 Label.

 X

 X

 *

 Indicates
 a management contract or compensatory plan or arrangement.

 **

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

 ITEM
 16.

 FORM
 10-K SUMMARY.

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 BLINK

 Date:
 March 18, 2024

 By:

 /s/
 Brendan S. Jones

 Brendan
 S. Jones

 President
 and Chief Executive Officer

 (Principal
 Executive Officer)

 Date:
 March 18, 2024

 By:

 /s/
 Michael P. Rama

 Michael
 P. Rama

 Chief
 Financial Officer

 (Principal
 Financial and Accounting Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Brendan S. Jones

 President,
 Chief Executive Officer, and Director

 March

 Brendan
 S. Jones

 (Principal
 Executive Officer)

 /s/
 Michael P. Rama

 Chief
 Financial Officer

 March

 Michael
 P. Rama

 (Principal
 Financial and Accounting Officer)

 /s/
 Aviv Hillo

 General
 Counsel, Executive Vice President of M&A, and Director

 March

 Aviv
 Hillo

 /s/ Ritsaart J.M. van Montfrans

 Chairman of the Board

 March

 Ritsaart J.M. van Montfrans

 /s/
 Jack Levine

 Director

 March

 Jack
 Levine

 /s/
 Kristina A. Peterson

 Director

 March

 Kristina
 A. Peterson

 /s/
 Mahidhar Reddy

 Director

 March

 Mahidhar Reddy

 /s/ Cedric L. Richmond

 Director

 March 18, 2024

 Cedric L. Richmond

 BLINK

TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 688)

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021

 Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2023, 2022 and 2021

 Consolidated Statement of Changes in Stockholders' Equity for the Year Ended December 31, 2023

 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 Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021

 Notes to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Stockholders and Board of Directors of

 Blink
Charging Co.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Blink Charging Co. and subsidiaries (the "Company") as of December
31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, changes in stockholders' equity and cash
flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial
statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period
ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"),
the Company's internal control over financial reporting as of December 31, 2023, based on the criteria established in Internal
Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report
dated March 18, 2024 expressed an adverse opinion on the effectiveness of the Company's internal control over financial reporting
because of the existence of material weaknesses.

 Basis
for Opinion

 These
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. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits
included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.

 Critical
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.

 F- 2

 Business
Combination

 Critical
Audit Matter Description

 As
described in Note 3 to the financial statements, the Company acquired Envoy Technologies, Inc. in April 2023. 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.

 The
principal consideration for our determination that the evaluation of the acquisition-date fair values of the intangible assets acquired
was a critical audit matter is the high degree of subjective auditor judgment associated with evaluating management's determination
of the fair values of the acquired intangible assets, which is primarily due to the complexity of the valuation models used and the sensitivity
of the underlying significant assumptions. The key assumptions used within the valuation models included prospective financial information
such as future revenue growth and an applied discount rate. The calculated fair values are sensitive to changes in these key assumptions.

 How
the Critical Audit Matter was Addressed in the Audit

 Our
audit procedures related to the evaluation of acquisition-date fair values of intangible assets acquired included the following, among
others:

 We evaluated
 the design effectiveness of certain controls over the acquisition-date valuation process, including controls over the development
 of the key assumptions such as the future revenue growth and the applied discount rate.

 We obtained the purchase
 price allocation analysis from management and the third-party specialist engaged by management.

 We assessed
 the qualifications and competence of management and the third-party specialist; and

 We evaluated the methodologies
 used to determine the fair values of the intangible assets.

 We tested the
 assumptions used within the discounted cash flow models to estimate the fair values of the intangible assets, which included key
 assumptions such as the future revenue growth and the applied discount rate.

 We assessed the reasonableness
 of management's forecast by inquiring with management to understand how the forecast was developed and comparing the projections
 to historical results and external sources, including industry trends and peer companies' historical data.

 We involved our internal
 valuation specialist who assisted in the evaluation and testing performed on the reasonableness of significant assumptions to the
 models, including the applied discount rate.

and Other Intangible Assets Impairment

 Critical
Audit Matter Description

 As
described in Notes 5 and 6 to the financial statements, the Company recognized goodwill and other intangible assets impairment charges of
approximately $89.1 million and $5.1 million, respectively, in the statement of operations during the year ended December 31, 2023. We
identified management's impairment analysis as a critical audit matter.

 The
principal consideration for our determination that the evaluation of goodwill and other intangible assets impairment was a critical audit
matter is the high degree of subjective auditor judgment associated with evaluating management's determination of the fair values
of each reporting unit and the discounted cash flow model used in management's assessment. This led to a high degree of auditor
judgement, subjectivity, and effort in performing procedures in this audit area.

 How
the Critical Audit Matter was Addressed in the Audit

 Our
audit procedures related to the evaluation of reporting date fair values of goodwill and other intangible assets included the following,
among others:

 We tested management's
 process for determining the fair value estimate of each reporting unit.

 We evaluated the discounted
 cash flow model used in management's assessment.

 We tested the completeness,
 accuracy, and relevance of the underlying data used by management in the discounted cash flow model.

 We evaluated the reasonableness
 of significant assumptions used by management as part of their analysis.

 We involved our internal
 valuation specialist who assisted in the evaluation and testing performed of the goodwill and other intangible assets impairment
 analysis.

 /s/
Marcum LLP

 Marcum LLP

 We
have served as the Company's auditor since 2014.

 New
York, NY

 March

 F- 3

 BLINK

Balance Sheets

 (in
thousands, except for share amounts)

 2023

 2022

 Assets

 Current Assets:

 Cash and cash equivalents

 $
 121,691

 $
 36,562

 Accounts receivable, net

 45,447

 23,581

 Inventory, net

 47,942

 34,740

 Prepaid expenses and other current assets

 6,654

 4,399

 Total Current Assets

 221,734

 99,282

 Restricted cash

 Property and equipment, net

 35,127

 25,862

 Operating lease right-of-use assets

 9,731

 4,174

 Intangible assets, net

 16,298

 26,582

 144,881

 203,710

 Other assets

 2,861

 Total Assets

 $
 428,519

 $
 362,542

 Liabilities and Stockholders' Equity

 Current Liabilities:

 Accounts payable

 $
 31,193

 $
 24,585

 Accrued expenses and other current liabilities

 14,143

 13,109

 Notes payable

 6,792

 Current portion of operating lease liabilities

 3,448

 1,738

 Current portion of financing lease liabilities

 Current portion of deferred revenue

 13,613

 10,572

 Total Current Liabilities

 69,701

 50,320

 Contingent consideration

 -

 1,316

 Consideration payable

 49,434

 40,608

 Operating lease liabilities, non-current portion

 7,025

 3,030

 Financing lease liabilities, non-current portion

 Deferred revenue, non-current portion

 12,462

 5,258

 Other liabilities

 Total Liabilities

 139,122

 101,585

 Commitments and contingencies (Note 15)

 -

 Stockholders' Equity:

 Common stock, $ 0.001 par value, 500,000,000 shares authorized, 92,818,233 and 51,476,445 shares issued and outstanding as of December 31, 2023 and 2022, respectively

 Additional paid-in capital

 829,563

 597,982

 Accumulated other comprehensive loss

 ( 2,536
)

 ( 3,046
)

 Accumulated deficit

 ( 537,723
)

 ( 334,030
)

 Total Stockholders' Equity

 289,397

 260,957

 Total Liabilities and Stockholders' Equity

 $
 428,519

 $
 362,542

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

 F- 4

 BLINK

Statements of Operations

 (in

 2023

 2022

 2021

 2023

 2022

 2021

 Revenues:

 Product sales

 $
 109,416

 $
 46,018

 $
 15,480

 Charging service revenue - company-owned charging stations

 15,646

 6,866

 2,978

 Network fees

 7,481

 4,370

 Warranty

 3,258

 Grant and fees rebate

 Car-sharing services

 3,302

 1,268

 Other

 1,026

 1,393

 Total Revenues

 140,598

 61,139

 20,940

 Cost of Revenues:

 Cost of product sales

 72,532

 31,428

 11,670

 Cost of charging services - company-owned charging stations

 3,540

 1,466

 Host provider fees

 9,140

 3,935

 1,386

 Network costs

 1,969

 1,463

 Warranty and repairs and maintenance

 4,605

 2,795

 Car-sharing services

 4,356

 2,137

 1,458

 Depreciation and amortization

 4,250

 3,113

 1,531

 Total Cost of Revenues

 100,392

 46,337

 18,098

 Gross Profit

 40,206

 14,802

 2,842

 Operating Expenses:

 Compensation

 92,669

 60,602

 38,389

 General and administrative expenses

 35,170

 27,826

 10,516

 Other operating expenses

 17,825

 15,645

 9,606

 Impairment of goodwill

 89,087

 -

 -

 Impairment of intangible assets

 5,143

 -

 -

 Total Operating Expenses

 239,894

 104,073

 58,511

 Loss From Operations

 ( 199,688
)

 ( 89,271
)

 ( 55,669
)

 Other (Expense) Income:

 Interest (expense) income

 ( 3,546
)

 ( 1,529
)

 Dividend income

 1,909

 Gain (loss) on foreign exchange

 ( 600
)

 ( 124
)

 Gain on forgiveness of PPP loan

 -

 -

 Loss on extinguishment of notes payable

 ( 1,000
)

 -

 -

 Change in fair value of derivative and other accrued liabilities

 Other expense

 ( 22
)

 ( 372
)

 ( 554
)

 Total Other (Expense) Income

 ( 2,511
)

 ( 1,981
)

 Loss Before Income Taxes

 $
 ( 202,199
)

 $
 ( 91,252
)

 $
)

 Provision for income taxes

 ( 1,494
)

 ( 308
)

 -

 Net Loss

 $
)

 $
)

 $
)

 Net Loss Per Share:

 Basic

 $
 ( 3.21
)

 $
 ( 1.95
)

 $
 ( 1.32
)

 Diluted

 $
 ( 3.21
)

 $
 ( 1.95
)

 $
 ( 1.32
)

 Weighted Average Number of Common Shares Outstanding:

 Basic

 63,466,398

 46,922,434

 41,905,340

 Diluted

 63,466,398

 46,922,434

 41,905,340

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

 F- 5

 BLINK

Statements of Comprehensive Loss

 (in
thousands)

 2023

 2022

 2021

 2023

 2022

 2021

 Net Loss

 $
)

 $
)

 $
)

 Other Comprehensive Income (Loss):

 Reclassification adjustments of gain on sale of marketable securities included in net loss

 -

 -

 Cumulative translation adjustments

 ( 1,262
)

)

 Total Comprehensive Loss

 $
 ( 203,183
)

 $
 ( 92,822
)

 $
 ( 56,465
)

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

 F- 6

 BLINK

Statement of Changes in Stockholders' Equity

 For
the Year Ended December 31, 2023

 (in
thousands, except for share amounts)

 Amount

 Capital

 Loss

 Deficit

 Equity

 Common Stock

 Additional

 Paid-In

 Other

 Comprehensive

 Total

 Stockholders'

 Amount

 Capital

 Loss

 Deficit

 Equity

 Balance - January 1, 2023

 51,476,445

 $

 $
 597,982

 $
 ( 3,046
)

 $
 ( 334,030
)

 $
 260,957

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

 39,248,028

 208,825

 -

 -

 208,866

 Common stock issued upon exercises of warrants

 557,733

 -

 -

 Stock-based compensation

 632,962

 -

 18,484

 -

 -

 18,484

 Surrender and cancellation of common stock

 ( 27,681
)

 -

 ( 197
)

 -

 -

 ( 197
)

 Reclassification of common stock liability to equity

 8,235

 -

 -

 -

 Common stock issued in connection with extinguishment of notes payable

 158,372

 -

 1,000

 -

 -

 1,000

 Common stock issued upon cashless exercise of options and warrants

 393,240

 -

 -

 -

 -

 -

 Common stock issued in satisfaction of accrued issuable equity

 370,899

 -

 2,600

 -

 -

 2,600

 Other comprehensive loss

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance - December 31, 2023

 92,818,233

 $

 $
 829,563

 $
 ( 2,536
)

 $
 ( 537,723
)

 $
 289,397

 [1]
 Includes gross
proceeds of $ 216,662, less issuance costs of $ 7,796.

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

 F- 7

 BLINK

Statement of Changes in Stockholders' Equity

 For
the Year Ended December 31, 2022

 (in
thousands, except for share amounts)

 Common Stock

 Additional

 Paid-In

 Other

 Comprehensive

 Total

 Stockholders'

 Amount

 Capital

 Loss

 Deficit

 Equity

 Balance - January 1, 2022

 42,423,514

 $

 $
 458,046

 $
)

 $
 ( 242,470
)

 $
 213,834

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

 558,721

 -

 7,386

 -

 -

 7,386

 Common stock issued as purchase consideration of SemaConnect

 7,454,975

 113,830

 -

 -

 113,837

 Common stock issued as purchase consideration of Electric Blue

 152,803

 -

 2,852

 -

 -

 2,852

 Common stock issued upon exercises of warrants

 73,336

 -

 -

 -

 Common stock issued upon cashless exercise of warrants

 8,093

 -

 -

 -

 -

 -

 Common stock issued upon exercise of options

 5,955

 -

 -

 -

 Stock-based compensation

 799,048

 15,648

 -

 -

 15,650

 Other comprehensive loss

 -

 -

 -

 ( 1,262
)

 -

 ( 1,262
)

 -

 -

 -

 -

)

)

 Balance - December 31, 2022

 51,476,445

 $

 $
 597,982

 $
 ( 3,046
)

 $
 ( 334,030
)

 $
 260,957

 [1]
 Includes gross
proceeds of $ 7,697, less issuance costs of $ 311.

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

 F- 8

 BLINK

Statement of Changes in Stockholders' Equity

 For
the Year Ended December 31, 2021

 (in
thousands except for share amounts)

 Common Stock

 Additional

 Paid-In

 Other

 Comprehensive

 Total

 Stockholders'

 Amount

 Capital

 Loss

 Deficit

 Equity

 Balance - January 1, 2021

 35,951,097

 $

 $
 214,479

 $
 -

 $
 ( 187,351
)

 $
 27,164

 35,951,097

 $

 $
 214,479

 $
 -

 $
 ( 187,351
)

 $
 27,164

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

 5,660,000

 221,327

 -

 -

 221,333

 Common stock issued upon exercises of options and warrants

 534,575

 -

 2,000

 -

 -

 2,000

 Common stock issued upon cashless exercises of options and warrants

 104,496

 -

 -

 -

 -

 -

 Common stock issued as consideration for property and equipment

 13,123

 -

 -

 -

 Common stock issued as purchase consideration of Blue Corner

 32,382

 -

 -

 -

 Stock-based compensation

 127,841

 -

 18,850

 -

 -

 18,850

 Other comprehensive loss

 -

 -

 -

)

 -

)

 -

 -

 -

 -

)

)

 Balance - December 31, 2021

 42,423,514

 $

 $
 458,046

 $
)

 $
 ( 242,470
)

 $
 213,834

 42,423,514

 $

 $
 458,046

 $
)

 $
 ( 242,470
)

 $
 213,834

 [1]
 Includes gross
proceeds of $ 232,060, less issuance costs of $ 10,727.

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

 F- 9

 BLINK

Statements of Cash Flows

 (in
thousands)

 2023

 2022

 2021

 2023

 2022

 2021

 Cash Flows From Operating Activities:

 $
)

 $
)

 $
)

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

 Depreciation and amortization

 12,441

 9,547

 2,731

 Non-cash lease expense

 2,128

 1,246

 Dividend income

 -

 -

 ( 62
)

 Impairment of goodwill

 89,087

 -

 -

 Impairment of intangible assets

 5,143

 -

 -

 Change in fair value of contingent consideration

 ( 1,375
)

 ( 1,499
)

 -

 Change in fair value of derivative and other accrued liabilities

 -

 Provision for bad debt

 2,555

 1,336

 Loss on extinguishment of notes payable

 1,000

 -

 -

 (Gain) loss on disposal of fixed assets

 ( 11
)

 Provision for slow moving and obsolete inventory

 ( 187
)

 Gain on forgiveness of PPP loan

 -

 -

 ( 856
)

 Gain on settlement of accounts payable, net

 -

 -

 Stock-based compensation:

 Common stock

 12,893

 11,224

 4,391

 4,064

 4,689

 14,717

 5,082

 -

 -

 Changes in operating assets and liabilities:

 Accounts receivable and other receivables

 ( 23,677
)

 ( 11,869
)

 ( 5,212
)

 Inventory

 ( 15,362
)

 ( 24,283
)

 ( 9,227
)

 Prepaid expenses and other current assets

 ( 2,134
)

 ( 1,782
)

 Other assets

 Accounts payable, accrued expenses, and other current liabilities

 6,977

 16,309

 3,723

 Other liabilities

 ( 307
)

 Operating lease liabilities

 ( 3,672
)

 ( 825
)

 ( 1,021
)

 Deferred revenue

 9,791

 5,140

 2,098

 Total Adjustments

 106,123

 9,195

 14,549

 Net Cash Used In Operating Activities

 ( 97,570
)

 ( 82,365
)

 ( 40,570
)

 Cash Flows From Investing Activities:

 Proceeds from sale of marketable securities

 -

 -

 6,804

 Note receivable

 -

 ( 2,200
)

 -

 Purchase consideration of SemaConnect, net of cash acquired

 -

 ( 38,338
)

 -

 Purchase consideration of Envoy, net of cash acquired

 ( 4,660
)

 -

 -

 Purchase of marketable securities

 -

 -

 ( 7,209
)

 Capitalization of engineering costs

 ( 1,028
)

 ( 294
)

 ( 237
)

 Purchase consideration of Blue Corner, net of cash acquired

 -

 -

 ( 22,742
)

 Purchase consideration of Electric Blue, net of cash acquired

 -

 ( 11,360
)

 -

 Purchases of property and equipment

 ( 7,552
)

 ( 5,249
)

 ( 7,065
)

 Net Cash Used In Investing Activities

 ( 13,240
)

 ( 57,441
)

 ( 30,449
)

 Cash Flows From Financing Activities:

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

 208,865

 7,386

 221,333

 Proceeds from exercise of options and warrants

 2,000

 Repayment of financing liability in connection with finance lease

 ( 2,837
)

 ( 217
)

 -

 Repayment of notes payable

 ( 9,292
)

 ( 681
)

 -

 Payment of financing liability in connection with internal use software

 ( 256
)

 ( 315
)

 ( 62
)

 Net Cash Provided By Financing Activities

 197,315

 6,393

 223,271

 Effect of Exchange Rate Changes on Cash and Cash Equivalents

 ( 1,368
)

 ( 4,830
)

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

 85,137

 ( 138,243
)

 152,458

 Cash and Cash Equivalents and Restricted Cash - Beginning of Year

 36,633

 174,876

 22,418

 Cash and Cash Equivalents and Restricted Cash - End of Year

 $
 121,770

 $
 36,633

 $
 174,876

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

 Cash and cash equivalents

 $
 121,691

 $
 36,562

 $
 174,795

 Restricted cash

 Total Cash and cash equivalents
 and restricted cash

 $
 121,770

 $
 36,633

 $
 174,876

 [1]

 For
 the year ended December 31, 2023, includes gross proceeds of $ 216,662, less issuance costs of $ 7,796.

 For
 the year ended December 31, 2022, includes gross proceeds of $ 7,697, less issuance costs of $ 311.

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

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

 F- 10

 BLINK

Statements of Cash Flows - Continued

 (in
thousands)

 2023

 2022

 2021

 2023

 2022

 2021

 Supplemental Disclosures of Cash Flow Information:

 Cash paid during the year for:

 Interest

 $
 3,605

 $
 -

 $
 -

 Income taxes

 $
 -

 $

 $
 -

 Non-cash investing and financing activities:

 Common stock issued as consideration for property and equipment

 $
 -

 $
 -

 $

 Common stock issued as purchase consideration of Blue Corner

 $
 -

 $
 -

 $

 Reclassification of common stock liability to equity

 $
 -

 $
 -

 $

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

 $
 7,401

 $
 1,787

 $
 2,129

 Property and equipment obtained in exchange for finance lease obligations

 $
 2,798

 $

 $
 -

 Transfer of inventory to property and equipment

 $
 ( 1,786
)

 $
 ( 5,283
)

 $
 ( 2,189
)

 Accrued interest converted to notes payable

 $
 -

 $
 -

 $

 Common stock issued in satisfaction of accrued issuable equity

 $
 2,600

 $
 -

 $
 -

 Reclassification from inventory to fixed assets

 $
 -

 $
 -

 $

 Common stock issued as purchase consideration of SemaConnect

 $
 -

 $
 113,837

 $
 -

 Common stock issued as purchase consideration of Electric Blue

 $
 -

 $
 2,852

 $
 -

 Intangible assets obtained in exchange for financing liability

 $

 $

 $
 -

 Note receivable applied to purchase consideration of Envoy

 $
 ( 1,321
)

 $
 -

 $
 -

 Surrender and cancellation of common stock

 $
 ( 197
)

 $
 -

 $
 -

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

 F- 11

 BLINK

 Notes

 (in

 1. BUSINESS ORGANIZATION AND NATURE OF OPERATIONS

 Blink
Charging Co., through its wholly-owned subsidiaries (collectively, the "Company" or "Blink"), is a leading manufacturer,
owner, operator and provider of electric vehicle ("EV") charging equipment and networked EV charging services in the rapidly
growing U.S. and international markets for EVs. Blink offers residential and commercial EV charging equipment and services, enabling
EV drivers to recharge at various location types. Blink's principal line of products and services is its nationwide 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 Networks is a proprietary, cloud-based system that operates, maintains and manages Blink charging
stations and handles the associated charging data, back-end operations and payment processing. The Blink Networks provide property owners,
managers, parking companies, state and municipal entities, and other types of commercial customers ("Property Partners")
with cloud-based services that enable the remote monitoring and management of EV charging stations. The Blink Networks also provide EV
drivers with vital station information, including station location, availability and fees. Blink also operates an EV based ride-sharing
business through its wholly-owned subsidiary, Blink Mobility LLC.

 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 LIQUIDITY

 As
of December 31, 2023, the Company had cash and cash equivalents of $ 121,691
and working capital of $ 152,033.
During the years ended December 31, 2023, 2022, and 2021, the Company incurred a net loss of $ 203,693,
$ 91,560 and
$ 55,119,
respectively. During the years ended December 31, 2023, 2022, and 2021, the Company used cash in operating activities of $ 97,570,
$ 82,365,
and $ 40,570,
respectively.

 During the year ended December 31, 2023, the
Company sold an aggregate of 30,914,695
shares of common stock under an "at-the-market" equity offering program for aggregate gross proceeds of $ 116,651,
less issuance costs of $ 2,562 which were recorded as a reduction to additional paid-in capital. See Note 10 –
Stockholders' Equity. Subsequent to December 31, 2023, the Company sold an aggregate of 8,177,472
shares of common stock aggregate gross proceeds of $ 25,651 and net proceeds of $ 25,136.

 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. See Note 10 – Stockholders'
Equity.

 The
Company has not yet achieved profitability and expects to continue to incur cash outflows from operations. It is expected that the Company's
operating expenses will continue to increase and, as a result, it will eventually need to generate significant product revenues to achieve
profitability. Historically, the Company has been able to raise funds to support its business operations, although there can be no assurance
that it will be successful in raising significant additional funds in the future. 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 financing. 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. During 2023, the Company commenced a plan designed to improve the Company's liquidity
by enhancing revenue economics and reducing selling, general, and administrative expenses. The plan seeks to achieve these goals by increasing
gross profit through product optimization, integration of SemaConnect, Blink UK/EB and Blue Corner acquisitions, and reduction of operating
expenses through cost avoidance and cost cutting strategies. There can be no assurances these strategies will be achieved.

 F- 12

 BLINK

 Notes

 (in

 2.

 PRINCIPLES
OF CONSOLIDATION

 The
consolidated financial statements include the accounts of Blink Charging Co. and its wholly-owned subsidiaries. All intercompany transactions
and balances have been eliminated in consolidation. The results of operations for the years ended December 31, 2023, 2022 and 2021 include
the results of operations of BlueLA Carsharing LLC, U-Go Stations Inc., Blue Corner NV, Electric Blue and SemaConnect, Inc. from their
respective dates of acquisition.

 USE
OF ESTIMATES

 Preparation
of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S.
GAAP") requires management to make estimates, judgments and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The
Company's significant estimates used in these financial statements include, but are not limited to, stock-based compensation,
accounts receivable reserves, inventory valuations, the carrying amount of 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.

 FAIR
VALUE OF FINANCIAL INSTRUMENTS

 Fair
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:

 Level
1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to
access. Valuation of these items does not entail a significant amount of judgment.

 Level
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.

 Level
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, 2023 and 2022, 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. The carrying amount of consideration payable approximates 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.

 CASH
AND CASH EQUIVALENTS

 The
Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents in
the consolidated financial statements. The Company has cash on deposits in several financial institutions which, at times, may be in
excess of Federal Deposit Insurance Corporation ("FDIC") insurance limits. The Company has not experienced losses in such
accounts and periodically evaluates the creditworthiness of its financial institutions. The Company reduces its credit risk by placing
its cash and cash equivalents with major financial institutions.

 ACCOUNTS
AND OTHER RECEIVABLES

and other receivables are carried at their contractual amounts, less a provision for current expected credit losses. The reserve represents
the Company's best estimate of expected credit losses it may experience in the Company's receivable portfolio. As of December
31, 2023 and 2022, there was an allowance for expected credit losses of $ 6,750 and $ 2,548, respectively. 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 accounts.

 F- 13

 BLINK

 Notes

 (in

 2.

 I NVENTORY

 Inventory
is comprised of electric charging stations, related parts and components, sub-components, sub-assemblies and finished products.
Inventory 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. 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 $ 777
and $ 298 as of
December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company's inventory was comprised $ 33,902
of finished goods that were available for sale and $ 14,040
of raw material and work in process.

 PROPERTY
AND EQUIPMENT

and equipment is stated at cost, net of accumulated depreciation and amortization which is recorded commencing at the in-service date
using the straight-line method over the estimated useful lives of the assets.

OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

 Useful Lives

 Asset

 (In Years)

 Computer software and office and computer equipment

 3 - 5

 Machinery and equipment, automobiles, furniture and fixtures

 3 - 10

 Installed Level 2 electric vehicle charging stations

 3 - 7

 Installed Level 3 (DC Fast Chargers ("DCFC")) electric vehicle charging stations

 Buildings

 When
property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and
any resulting gain or loss is included in the consolidated statements of operations for the respective period. Minor additions and
repairs are expensed in the period incurred. Major additions and repairs which extend the useful life of existing assets are
capitalized and depreciated using the straight-line method over their remaining estimated useful lives.

 EV
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.

 The
Company's long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount of the asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by monitoring current selling
prices of car charging units in the open market, the adoption rate of various auto manufacturers in the EV market and projected car charging
utilization at various public car charging stations throughout its network in determining fair value. An impairment loss would be recognized
when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying
amount.

 As
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, the Company incurred $ 3,809 related to these
upgrades. As of December 31, 2023, the charger upgrades were substantially complete.

 See
Note 4 – Property and Equipment for additional details.

 F- 14

 BLINK

 Notes

 (in

 2.

 GOODWILL

is the excess of consideration paid for an acquired entity over the fair value of the amounts assigned to assets acquired, including
other identifiable intangible assets, and liabilities assumed in a business combination. To determine the amount of goodwill resulting
from a business combination, the Company performs an assessment to determine the acquisition date fair value of the acquired company's
tangible and identifiable intangible assets and liabilities.

is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be
impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances
leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These
qualitative factors include: macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific
events. If the entity determines that this threshold is met, then the Company may apply a one-step quantitative test and record the amount
of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount
of goodwill allocated to the reporting unit. The Company determines fair value through multiple valuation techniques and weights the
results accordingly. The Company is required to make certain subjective and complex judgments in assessing whether an event of impairment
of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units. The Company has
elected to perform its annual goodwill impairment review on November 1 of each year utilizing a qualitative assessment to determine if
it was more likely than not that the fair value of each of its reporting units was less than their respective carrying values and concluded
that no impairment existed.

 See
Note 6 - Goodwill for further information.

 INTANGIBLE
ASSETS

 Identifiable
intangible assets primarily include trade name, customer relationships, favorable leases, internally developed technology, capitalized
engineering costs and non-compete agreements. Amortizable intangible assets are amortized on a straight-line basis over their estimated
useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired. If an
indicator of impairment exists, the Company will compare the estimated future cash flows of the asset, on an undiscounted basis, to the
carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted
cash flows do not exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value,
with fair value typically based on a discounted cash flow model.

 SEGMENTS

 The
Company operates a single segment business. The Company's Chief Executive Officer and Chief Operating Officer, who is the chief
operating decision maker, views the Company's operating performance on a consolidated basis as Blink's only business is the
sale and distribution of electric vehicle charging equipment and its associated revenues earned from customers and/or Property Partners
who use equipment connected to the Company's network.

 FOREIGN
CURRENCY TRANSLATION

 The
Company's reporting currency is the United States dollar. The functional currency of certain subsidiaries is the Euro, Indian Rupee,
and Pound Sterling. Assets and liabilities are translated based on the exchange rates at the balance sheet date ( 1.1039 for the Euro,
 0.0120 for the Indian Rupee and $ 1.1533 for the Pound Sterling as of December 31, 2023; 1.0701 for the Euro, 0.0121 for the Indian Rupee
and 1.1299 for the Pound Sterling as of December 31, 2022; 1.1325 for the Euro, 0.0135 for the Indian Rupee and 1.3497 for the Pound
Sterling as of December 31, 2021). Expense accounts are translated at the weighted average exchange rate for the period ( 1.0980 for the
Euro, 0.0120 for the Indian Rupee and 1.2664 for the Pound Sterling during the year ended December 31, 2023; 1.0527 for the Euro, 0.0121
for the Indian Rupee and 1.1903 for the Pound Sterling during the year ended December 31, 2022; 1.1325 for the Euro, 0.0133 for the Indian
Rupee and 1.3497 for the Pound Sterling 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 gains (losses) attributable
to foreign exchange were $ 140, ($ 600) and ($ 124) during the years ended December 31, 2023, 2022 and 2021, respectively.

 F- 15

 BLINK

 Notes

 (in

 2.

 REVENUE
RECOGNITION

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

 Product
 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.

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

 Network
 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.

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

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

OF REVENUE RECOGNITION BY CONTRACT

 2023

 2022

 2021

 For The Years Ended

 2023

 2022

 2021

 Revenues - Recognized at a Point in Time

 Product sales

 $
 109,416

 $
 46,018

 $
 15,480

 Charging service revenue - company-owned charging stations

 15,646

 6,866

 2,978

 Other

 1,026

 1,393

 Total Revenues - Recognized at a Point in Time

 126,088

 54,277

 18,884

 Revenues - Recognized Over a Period of Time:

 Network and other fees

 10,739

 5,298

 Total Revenues - Recognized Over a Period of Time

 10,739

 5,298

 Revenues- Other

 Ride-sharing services

 3,302

 1,268

 Grant and fees rebate

 Total Revenues - Other

 3,771

 1,564

 1,169

 Total Revenue

 $
 140,598

 $
 61,139

 $
 20,940

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

OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA

 2023

 2022

 2021

 For The Years Ended

 2023

 2022

 2021

 Revenues by Geographical Area

 U.S.A

 $
 104,714

 $
 40,828

 $
 10,978

 International

 35,884

 20,311

 9,962

 Total Revenue

 $
 140,598

 $
 61,139

 $
 20,940

 F- 16

 BLINK

 Notes

 (in

 2.

 REVENUE
RECOGNITION – CONTINUED

 The
timing of the Company's revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when
revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the
provision of the related services, the Company records deferred revenue until the performance obligations are satisfied.

 As
of December 31, 2023, the Company had $ 26,075 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, 2023. The Company expects to satisfy
$ 13,613 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 period is one year or less.

 During the year ended
December 31, 2023, the Company recognized $ 2,794 of revenues related to network fees and warranty contracts that were included in deferred
revenues as of December 31, 2022. During
the year ended December 31, 2022, the Company recognized $ 1,136
 of revenues related to network fees and warranty
contracts that were included in deferred revenues as of December 31, 2021. During 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 years ended December 31, 2023, 2022 and 2021, there was no revenue recognized from performance obligations satisfied (or partially
satisfied) in previous periods.

 Grants,
fees 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, 2023, 2022 and 2021, the Company
recorded $ 469,
$ 296 and
$ 400,
respectively, related to grant and rebate revenue. During the years ended December 31, 2023, 2022 and 2021, the Company recognized
$ 214,
$ 296
and $ 207,
respectively, of revenue related to alternative fuel credits, which is included within other revenue on the consolidated statements
of operations.

 Car-sharing
services is accounted for under ASC Topic 842, Leases, and pertains to revenues and expenses related to a car-sharing services
agreement with the City of Los Angeles which allows customers the ability to rent electric vehicles through a subscription service. The
Company accounts for such rentals as operating leases. The lease terms are included in the Company's contracts, and the determination
of whether the Company's contracts contain leases generally does not require significant assumptions or judgments. The Company's
lease revenues do not include material amounts of variable payments. The Company does not provide an option for the lessee to purchase
the rented equipment at the end of the lease.

 The
Company is unsure of when the customer will return rented equipment. As such, the Company does not know how much the customer will owe
it upon return of the equipment and, therefore, cannot provide a maturity analysis of future lease payments. The Company's equipment
is generally rented for short periods of time (generally a few minutes to a few hours). Lessees do not provide residual value guarantees
on rented equipment.

 The
Company expects to derive significant future benefits from its equipment following the end of the rental term. The Company's equipment
is typically rented for the majority of the time that the Company owns it. 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, 2023, 2022 and 2021, the Company recognized $ 3,302, $ 1,268 and $ 769, respectively, related to ride-sharing services revenue.

 F- 17

 BLINK

 Notes

 (in

 2.

 ADVERTISING
COSTS

 The
Company participates in various advertising programs. All costs related to advertising of the Company's products and services are
expensed in the period incurred. Advertising costs charged to operations for the years ended December 31, 2023, 2022 and 2021 were $ 2,321,
$ 2,618 and $ 84, respectively, and are included in general and administrative expenses on the consolidated statements of operations

 CONCENTRATIONS

 As
of December 31, 2023, accounts payable to two significant vendors were approximately 16 % and 10 % of total accounts payable. As 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. During the year ended December 31, 2023, the Company made purchases
from a significant supplier that represented 24 % of total purchases. During the year ended December 31, 2022 and 2021, the Company made
purchases from another significant supplier that represented 19 %
 and 23 % respectively, of total purchases.

 STOCK-BASED
COMPENSATION

 The
Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The
fair value of the award is measured on the grant date and then is recognized over the period during which services are required to be
provided in exchange for the award, usually the vesting period. The Company computes the fair value of equity-classified warrants and
options granted using the Black-Scholes option pricing model.

 LEASES

 The
Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use ("ROU")
assets and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment and
finance lease liabilities on the consolidated balance sheets.

 ROU
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. 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.

 The
Company provides charging services at designated locations on the hosts property at which the charging station is situated. In consideration
thereof, the host shares in the monthly revenue generated by the charging station on a percentage basis. As the charging station monthly
revenue generated is variable, the host's monthly revenue derived there from is similarly variable. In accordance with ASC 842
the hosts' portion of revenue is variable and not predicated on an index or rate, as defined, these payments are not within the
scope ASC 842.

 F- 18

 BLINK

 Notes

 (in

 2.

 INCOME
TAXES

 The
Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included in the
financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the
financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are
expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than
not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in
the statements of operations in the period that includes the enactment date. As of December 31, 2023 and 2022, the Company maintained
a full valuation allowance against its deferred tax assets, since it is more likely than not that the future tax benefit on such temporary
differences will not be realized.

 The
Company recognizes the tax benefit from an uncertain income tax position only if it is more likely than not that the tax position will
be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in
the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood
of being realized upon ultimate settlement by examining taxing authorities. The Company has open tax years going back to 2020 (or the
tax year ended December 31, 2009 if the Company were to utilize its NOLs) which will be subject to audit by federal and state authorities
upon filing. The Company's policy is to recognize interest and penalties accrued on uncertain income tax positions in interest
expense in the Company's consolidated statements of operations. As of December 31, 2023 the Company had no unrecognized tax benefits
The Company does not expect the unrecognized tax benefits to change significantly over the next 12 months.

 NET
LOSS PER COMMON SHARE

 Basic
net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common
shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common shareholders
by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding
if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive.

 The
following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion
would have been anti-dilutive:

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

 2023

 2022

 2021

 1,150,152

 1,592,203

 3,274,800

 982,844

 1,060,535

 983,505

 Unvested restricted common stock

 -

 -

 50,831

 Total potentially dilutive shares

 2,132,996

 2,652,738

 4,309,136

 COMMITMENTS
AND CONTINGENCIES

 Liabilities
for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable
that a liability has been incurred and the amount of the assessment can be reasonably estimated.

 F- 19

 BLINK

 Notes

 (in

 2.

 RECENTLY
ISSUED ACCOUNTING STANDARDS

 In
August 2023, the Financial Accounting Standards Board ('FASB") issued Accounting Standards Update ("ASU") 2023-05,
"Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement," under which an
entity that qualifies as either a joint venture or a corporate joint venture as defined in the FASB Accounting Standards Codification
("ASC") master glossary is required to apply a new basis of accounting upon the formation of the joint venture. Specifically,
the ASU provides that a joint venture or a corporate joint venture (collectively, "joint ventures") must initially measure
its assets and liabilities at fair value on the formation date. The amendments are effective for all joint ventures within the ASU's
scope that are formed on or after January 1, 2025. Early adoption is permitted in any annual or interim period as of the beginning of
the related fiscal year. The adoption of this pronouncement is not expected to have a material impact on the Company's consolidated
financial statements.

 In
October 2023, the FASB issued ASU 2023-06, "Disclosure Improvements." For entities subject to the SEC's existing disclosure
requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for
purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will
be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. If by
June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related
amendment will be removed from the Codification and will not become effective for any entity. The adoption of this pronouncement is not
expected to have a material impact on the Company's consolidated financial statements.

 In
November 2023, the FASB issued an accounting standards update ASU 2023-07 "Segment Reporting: Improvements to Reportable
Segment Disclosures" related to improvements to reportable segment disclosures. The amendments in this update require
additional disclosure of significant expenses related to our reportable segments, additional segment disclosures on an interim
basis, and qualitative disclosures regarding the decision making process for segment resources. The amendments in this update are
effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15,
2024. The adoption of this pronouncement is not expected to have a material impact on the Company's consolidated financial
statements.

 In
December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topic
740): Improvements to Income Tax Disclosures" related to improvements to income
tax disclosures. The amendments in this update require enhanced jurisdictional and other disaggregated disclosures for the effective
tax rate reconciliation and income taxes paid. The amendments in this update are effective for fiscal years beginning after December
15, 2024. The adoption of this pronouncement is not expected to have a material impact on the Company's consolidated financial
statements.

 F- 20

 BLINK

 Notes

 (in

 2.

 RECENTLY
ADOPTED ACCOUNTING STANDARDS

 In
October 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 805)" ("ASU 2021-08"). The ASU improves
the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency
related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer.
The update is effective for annual and interim periods within the fiscal year beginning after December 15, 2022, and early adoption is
permitted, including adoption in an interim period. The Company adopted ASU 2021-08 effective January
1, 2023 and its adoption did not have a material impact on its consolidated financial statements and disclosures.

 In
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 is 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. The
Company adopted ASU 2022-02 effective January 1, 2023 and its adoption did not have a material impact on its consolidated financial statements
and disclosures.

 In
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. The
Company adopted ASU 2022-03 effective January 1, 2024 and its adoption did not have a material impact on its consolidated financial statements
and disclosures.

 In
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 rollforward 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.

 In
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.

 F- 21

 BLINK

 Notes

 (in

 2.

 RECENTLY
ADOPTED ACCOUNTING STANDARDS -CONTINUED

 In
July 2023, the FASB issued ASU 2023-03, "Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive
Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation
(Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24,
2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income
or Loss Applicable to Common Stock." ASU 2023-03 amends the ASC for SEC updates pursuant to SEC Staff Accounting Bulletin No. 120;
SEC Staff Announcement at the March 24, 2022 Emerging Issues Task Force ("EITF") Meeting; and Staff Accounting Bulletin Topic
6.B, Accounting Series Release 280 - General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. These updates were
immediately effective and did not have a significant impact on the Company's consolidated financial statements.

 3. BUSINESS COMBINATIONS

 ENVOY
TECHNOLOGIES, INC.

 On
April 18, 2023, the Company, Blink Mobility, LLC, a California limited liability company and wholly-owned subsidiary of the Company ("Mobility"),
and Mobility Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Mobility ("Merger Sub"), entered into
and, after all parties met the closing conditions, consummated the transactions contemplated under an Agreement and Plan of Merger, dated
as of April 18, 2023 (the "Acquisition Agreement"), with Envoy Technologies, Inc., a Delaware corporation ("Envoy").
Pursuant to the Acquisition Agreement, Merger Sub merged with and into Envoy, whereupon the separate corporate existence of Merger Sub
ceased, and Envoy was the surviving corporation of the merger and a wholly-owned subsidiary of Mobility (the "Acquisition").

 Under
the terms of the Acquisition Agreement, the acquisition consideration was up to $ 35,500, paid as follows: (i) $ 6,000 in cash paid upon
the closing of the Acquisition Agreement (the "Closing"); (ii) a promissory note of Mobility in the principal amount of
$ 5,000 which bears interest at a rate of 6 % per annum and becomes due 12 months from Closing; (iii) a promissory note of Mobility in
the principal amount of $ 2,000 which bears interest at a rate of 6 % per annum and becomes due 18 months from Closing; and (iv) (a) in
the event of an initial public offering or direct listing of Mobility or Mobility's successor within 24 months after the Closing
(and shares of common stock of the Company are not issued in lieu thereof), $18,500, $21,000 or $22,500 worth of shares of common stock
of Mobility or Mobility's successor, depending on the timing of such offering or listing, (b) in the event there is no initial
public offering or direct listing of Mobility or Mobility's successor within 24 months after the Closing, $21,000 worth of shares
of common stock of the Company, or (c) at the Company's option, a combination of cash and common stock of the Company with an aggregate
value of $21,000.

 The
aggregate purchase price was $ 30,900, which included working capital deficit of $ 1,595 and closing date cash of $ 19. The fair value of
the consideration paid in the acquisition consisted of: (a) $6,000 in cash ($4,679 was paid at Closing and $1,321 was paid prior to Closing
in the form of a note receivable); (b) $6,782 in aggregate promissory notes; and (c) $18,118 in common stock of Mobility subject to the
conditions described above. The payment of shares of common stock of Mobility or Mobility's successor, if any, will be based on
the public offering price per share of such stock in the initial public offering. The payment of shares of common stock of the Company,
if any, will be based on the average of the daily-weighted average prices for such stock on each of the 60 days ending on the day prior
to issuance thereof. The common stock consideration payable in the amount of $ 18,118 is included within consideration payable on the
consolidated balance sheet as of December 31, 2023.

 The
Company engaged a third-party independent valuation specialist to assist in the determination of fair values of tangible and intangible
assets acquired and liabilities assumed for Envoy. The final determination of the fair value of assets and liabilities will be completed
within the one-year measurement period as required by ASC 805. The Company recognized certain measurement period adjustments, as summarized
in the fair values of assets acquired and liabilities assumed in the tables below. Measurement period adjustments are recognized in the
reporting period in which the adjustments are determined and calculated as if the accounting had been completed at the acquisition date.
The 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 relevant acquisition date, including intangible assets, accounts receivable and certain
fixed assets.

 F- 21

 BLINK

 Notes

 (in

 3.

 ENVOY
TECHNOLOGIES, INC. - CONTINUED

OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

 (Preliminary)

 Measurement
 Period Adjustments

 (As Revised)

 Consideration:

 Cash

 $
 6,000

 $
 -

 $
 6,000

 cash consideration

 6,782

 -

 6,782

 Common
 stock

 18,118

 -

 18,118

 Total
 Purchase Consideration

 $
 30,900

 $
 -

 $
 30,900

 Less:

 Trade
 name

 $

 $
 ( 125
)

 $

 Customer
 relationships

 4,170

 ( 2,245
)

 1,925

 Internally
 developed technology

 ( 159
)

 Non-compete
 agreements

 -

 and equipment

 1,802

 -

 1,802

 Other
 assets

 -

 Notes
 payable- non current portion

 ( 24
)

 -

 ( 24
)

 Lease
 liability- non current portion

 ( 1,730
)

 -

 ( 1,730
)

 Debt-free
 net working capital deficit

 ( 1,792
)

 ( 1,595
)

 Fair
 Value of Identified Net Assets

 $
 3,103

 $
 ( 2,321
)

 $

 Unidentified Goodwill Value

 $
 27,797

 $
 2,321

 $
 30,118

 In
connection with the acquisition of Envoy, the Company acquired intangible assets in the form of a trade name, customer relationships,
internally developed technology and non-compete agreements. The Company used the relief from royalty method when determining the fair
value of the acquired trade name 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 trade name and
internally developed technology and had to license it from a third party. The trademark was assigned a useful life of 2 years and the
internally developed technology was assigned a useful life of 3 years.

 When
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 21 %, which reflected the nature of the assets as they relate
to the risk and uncertainty of the estimated future operating cash flows. Other significant assumptions used to estimate the fair value
of the customer contracts include an assumed income tax rate of 26 %. The customer relationships were assigned a useful life of 5.3 years.

 The
Company used a discounted cash flow model when determining the fair value of the non-compete agreements. Significant assumptions included
a discount rate of 21 % and an assumed income tax rate of 26 %. The non-compete agreements were assigned a useful life of 2 years.

 The
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.

 As
of December 31, 2023, the estimated fair value of the common stock consideration payable was $ 18,118. The Company uses a probability-weighted
discounted cash flow approach as a valuation technique to determine the fair value of the common stock consideration payable on the acquisition
date and at each reporting period. The significant unobservable inputs used in the fair value measurements are 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 common stock consideration
liability.

 F- 22

 BLINK

 Notes

 (in

 3.

 ENVOY
TECHNOLOGIES, INC. – CONTINUED

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

 (Preliminary)

 Measurement
 Period Adjustments

 (As Revised)

 assets:

 Cash

 $

 $
 -

 $

 receivable

 -

 Prepaid
 expenses and other current assets

 -

 Total
 current assets

 $

 $
 -

 $

 Less
 current liabilities:

 payable

 $

 $
 -

 $

 portion of lease liability

 -

 portion of notes payable

 -

 revenue

 -

 Accrued
 expenses and other current liabilities

 ( 197
)

 Total
 current liabilities

 $
 2,456

 $
 ( 197
)

 $
 2,259

 Net
 working capital deficit

 $
 ( 1,792
)

 $

 $
 ( 1,595
)

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
$ 30,118 from the acquisition of Envoy is not expected to be deductible for income tax purposes.

 The
consolidated financial statements of the Company include the results of operations of Envoy from April 18, 2023 to December 31, 2023
and do not include results of operations for periods prior to April 18, 2023. The results of operations of Envoy from April 18, 2023
to December 31, 2023 included revenues of $ 2,743 and a net loss of $ 2,620.

 The
following table presents the unaudited pro forma consolidated results of operations for the years ended December 31, 2023 and
2022 as if the acquisition of Envoy occurred at the beginning of fiscal year 2022. The pro forma information provided below is compiled
from the preacquisition financial information of Envoy and includes pro forma adjustments to give effect to (i) interest expense related
to notes issued as consideration and (ii) amortization expense associated with the acquired intangible assets. 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 2022 or (ii) future results of operations.

OF PROFORMA INFORMATION OF OPERATIONS

 2023

 2022

 For
 the Years Ended

 2023

 2022

 $
 140,765

 $
 64,509

 Net
 loss

 $
 ( 204,949
)

 $
 ( 96,358
)

 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 of $ 356 expensed as incurred and are recorded within general and administrative expenses on the consolidated
statements of operations.

 F- 23

 BLINK

 Notes

 (in

 3.

 SEMACONNECT,
INC.

 On
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.

 The
aggregate purchase price was $ 200,573, which included excess working capital of $ 1,229 and closing date cash of $ 3,639. The consideration
paid in the acquisition consisted of: (a) $86,736 in cash, (i) of which $46,136 was paid at the closing of the Acquisition Agreement
("Closing") and (ii) the remaining $40,600 is payable (bearing interest at 7%) until not earlier than nine months following
the Closing and not later than three years following the Closing; and (b) 7,454,975 shares of the Company's common stock with a
fair value of $113,837. Included in the cash consideration was $ 8,103 related to payments due to stock option holders of SemaConnect.
Subsequent to the closing of the acquisition, payments to the stock option holder were made after the stock option holder signed an option
cash-out agreement.

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

 The
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

 $
 46,136

 cash consideration

 40,600

 Common
 stock

 113,837

 Total
 Purchase Consideration

 $
 200,573

 Less:

 Trade
 name

 $
 1,831

 Customer
 relationships

 15,055

 Internally
 developed technology

 3,607

 Non-compete
 agreements

 and equipment

 Right
 of use asset

 1,092

 Other
 assets

 revenue- non current portion

 ( 702
)

 Lease
 liability- non current portion

 ( 611
)

 Debt-free
 net working capital

 4,558

 Fair
 Value of Identified Net Assets

 $
 26,134

 Unidentified Goodwill Value

 $
 174,439

 F- 24

 BLINK

 Notes

 (in

 3.

 SEMACONNECT,
INC. - CONTINUED

 In
connection with the acquisition of SemaConnect, the Company acquired tradename, customer relationships, internally developed technology
and non-compete agreements.

 The
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.

 When
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. Other significant assumptions
used to estimate the fair value of the customer contracts include an assumed income tax rate of 26 %. The customer relationships were
assigned a 5 year useful life.

 The
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.

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

 F- 25

 BLINK

 Notes

 (in

 3.

 SEMACONNECT,
INC. - CONTINUED

 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.

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

 Current assets:

 Cash

 $
 3,753

 Restricted cash

 8,103

 Accounts receivable

 5,515

 Inventory

 5,472

 Prepaid expenses and other current assets

 1,309

 Total current assets

 $
 24,152

 Less current liabilities:

 Accounts payable

 $
 2,305

 Merger consideration payable

 8,103

 Current portion of lease liability

 Current portion of notes payable

 Deferred revenue

 2,677

 Accrued expenses and other current liabilities

 5,842

 Total current liabilities

 $
 19,594

 Debt free net working capital

 $
 4,558

 The
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.

 The
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

 2022

 2021

 $
 70,078

 $
 33,390

 $
 ( 102,444
)

 $
 ( 69,012
)

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

 F- 26

 BLINK

 Notes

 (in

 3.

 ELECTRIC
BLUE LIMITED

 On
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.

 The
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.

 In
addition, provided EB reaches specified gross revenue or new EV charger installation targets over the three years post-closing, the Company
also agreed to issue up to approximately $ 6,400 in additional shares of its common stock to EB shareholders (the "Contingent Consideration").
The Contingent Consideration was recorded at an estimated fair value of $ 3,814. 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.

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

 F- 27

 BLINK

 Notes

 (in

 3.

 ELECTRIC
BLUE LIMITED – CONTINUED

 The
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

 Preliminary purchase price allocation

 Purchase Price Allocation

 Purchase Consideration:

 Cash

 $
 12,651

 Common stock

 2,852

 Contingent consideration

 3,814

 Total Purchase Consideration

 $
 19,317

 Less:

 Trade name

 $

 Customer relationships

 4,856

 Internally developed technology

 Non-compete agreements

 1,992

 Property and equipment

 4,325

 Deferred revenue- non current portion

 ( 2,689
)

 Debt-free net working capital deficit

 ( 625
)

 Fair Value of Identified Net Assets

 $
 8,874

 Remaining Unidentified Goodwill Value

 $
 10,443

 F- 28

 BLINK

 Notes

 (in

 3.

 ELECTRIC
BLUE LIMITED – CONTINUED

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

 assets:

 Cash

 $
 1,291

 receivable

 1,618

 Prepaid
 expenses and other current assets

 Total
 current assets

 $
 3,417

 Less
 current liabilities:

 payable

 $

 portion of lease liabilities

 portion of notes payable

 Accrued
 expenses and other current liabilities

 2,762

 Total
 current liabilities

 $
 4,042

 Debt
 free net working capital deficit

 $
 ( 625
)

 The
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.

 When
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. Other significant assumptions
used to estimate the fair value of the customer contracts include an assumed income tax rate of 25 %. The assigned useful life for customer
relationships was approximately six years.

 The
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.

 The
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 %.

 The
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.

 F- 29

 BLINK

 Notes

 (in

 3.

 ELECTRIC
BLUE LIMITED – 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.

 The
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.

 The
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

 2022

 2021

 $
 62,002

 $
 25,076

 $
 ( 92,705
)

 $
 ( 60,076
)

 The
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.

 See
Note 9 – Fair Value Measurement for additional information.

 F- 30

 BLINK

 Notes

 (in

 3.

 BLUE
CORNER NV

 On
May 10, 2021, pursuant to a Share Purchase Agreement dated April 21, 2021, the Company through its wholly-owned subsidiary in the Netherlands,
Blink Holdings, B.V. closed on the acquisition from the shareholders of Blue Corner NV, a Belgian company ("Blue Corner"),
of all of the outstanding capital stock of Blue Corner. Headquartered in Belgium, with sales representative offices in several other
European cities, Blue Corner owns and operates an EV charging network across Europe. The acquisition of Blue Corner was made to enter
the European market and provide an opportunity to expand the Company's footprint in this region. The purchase price for the acquisition
of all of Blue Corner's outstanding capital stock was approximately $ 23,775 (or 20,000),
consisting of approximately $ 22,985 (or 19,000) in cash and approximately $ 790 ( 700)
represented by 32,382 shares of the Company's common stock (the "Consideration Shares"). The fair value of the Consideration
Shares was calculated based on the average price of the Company's common stock during the 30 consecutive trading days immediately
preceding the closing date of the Share Purchase Agreement, which equaled $ 37.66 (or 30.88)
per share, reduced by a discount for illiquidity due to the 12-month lockup that exists on any sales or transfers. The Company executed
management agreements with key Blue Corner personnel, including equity incentive packages consisting of additional shares of the Company's
common stock which is compensatory and not included in the purchase price for this acquisition. The Company entered into an escrow agreement
pursuant to the Share Purchase Agreement, under which the Company paid approximately $ 2,100 ( 1,725)
of the purchase price into an escrow account for a period of up to 18 months following the closing to cover any losses or damages the
Company may incur by reason of any misrepresentation or breach of warranty by Blue Corner under the Share Purchase Agreement.

 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.

 The
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

price allocation

 Purchase Consideration:

 Cash

 $
 22,985

 Common stock

 Total Purchase Consideration

 $
 23,775

 Less:

 Fixed assets

 1,322

 Trade name

 Customer relationships

 1,800

 Favorable leases

 Internally developed technology

 1,233

 Non-compete agreements

 Other liabilities

 (144
)

 Other assets

 Debt-free net working capital deficit

 (529
)

 Fair Value of Identified Net Assets

 4,748

 Remaining Unidentified Goodwill Value

 $
 19,027

 F- 31

 BLINK

 Notes

 (in

 3.

 BLUE
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.

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

 Current assets:

 Cash

 $

 Accounts receivable

 1,927

 Prepaid expenses and other current assets

 Inventory

 1,359

 Total current assets

 3,903

 Less current liabilities:

 Accounts payable and accrued expenses

 4,131

 Deferred revenue

 Total current liabilities

 4,432

 Debt free net working capital deficit

 $
 (529
)

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.

 The
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
following table presents the unaudited pro forma consolidated results of operations for the year ended December 31, 2021 as if the acquisition
of Blue Corner had occurred at the beginning of fiscal year 2020. The pro forma information provided below is compiled from the pre-acquisition
financial information of Blue Corner and includes pro forma adjustments for interest expense and adjustments to certain expenses. 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 2020 or (ii) future results of operations:

 SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS

 For the Year Ended

 2021

 2020

 $
 23,882

 $
 10,771

 $
 (55,942
)

 $
 (20,255
)

 The
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 and $ 579,
respectively.

 F- 32

 BLINK

 Notes

 (in

 4. PROPERTY AND EQUIPMENT

and equipment consisted of the following:

OF PROPERTY AND EQUIPMENT

 2023

 2022

 31,

 2023

 2022

 EV
 charging stations

 $
 32,140

 $
 22,718

 Building

 6,847

 4,718

 Software

 2,455

 2,137

 Automobiles

 3,339

 2,993

 Office
 and computer equipment

 2,503

 1,371

 Leasehold
 improvements

 Machinery
 and equipment

 1,065

 and equipment, gross

 49,335

 35,185

 Less:
 accumulated depreciation

 ( 14,208
)

 ( 9,323
)

 and equipment, net

 $
 35,127

 $
 25,862

 Depreciation
and amortization expense related to property and equipment was $ 4,885, $ 5,432 and $ 1,904 for the years ended December 31, 2023, 2022
and 2021, respectively, of which, $ 4,250, $ 3,113 and $ 1,531, respectively, was recorded within cost of sales in the accompanying consolidated
statements of operations.

the years ended December 31, 2023, 2022 and 2021, the Company disposed of property and equipment with a net book value of $ 2,731, $ 463
and $ 798 which resulted in a gain (loss) on disposal of $ 11, ($ 113) and ($ 156), respectively, which was included within general and administrative
expenses in the consolidated statements of operations.

the years ended December 31, 2023, 2022, and 2021, the Company transferred charging stations of $ 1,786, $ 5,283 and $ 2,189 from inventory
into property and equipment.

 On
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.

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

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.

 F- 33

 BLINK

 Notes

 (in

 5. INTANGIBLE ASSETS

 Intangible
assets consisted of the following:

OF INTANGIBLE ASSETS

 Internal

 Use

 Software

 Capitalized

 Engineering

 Costs

 Trade Name
 and

 Patents

 Customer

 Relationships

 Favorable

 Leases

 Internally

 Developed

 Technology

 Non-Compete

 Agreements

 Total

 as of January 1, 2022

 $

 $

 $

 $
 1,677

 $

 $
 1,148

 $

 $
 ( 958
)

 $
 3,455

 Additions

 -

 2,331

 19,911

 -

 4,122

 2,233

 -

 29,120

 currency translation

 -

 -

 ( 190
)

 ( 15
)

 ( 239
)

 ( 119
)

 -

 (475
)

 expense

 -

 -

 -

 -

 -

 -

 -

 (5,518
)

 (5,518
)

 as of December 31, 2022

 1,123

 2,759

 21,398

 5,031

 2,253

 ( 6,476
)

 26,582

 Intangible assets beginning balance

 1,123

 2,759

 21,398

 5,031

 2,253

 ( 6,476
)

 26,582

 Additions

 1,028

 1,925

 -

 -

 3,426

 Impairment
 of intangible assets

 -

 -

 ( 13
)

 ( 4,401
)

 -

 ( 218
)

 ( 507
)

 -

 (5,139
)

 currency translation

 -

 -

 ( 107
)

 ( 698
)

 -

 ( 184
)

 ( 27
)

 -

 (1,016
)

 expense

 -

 -

 -

 -

 -

 -

 -

 (7,556
)

 (7,556
)

 as of December 31, 2023

 $
 1,245

 $
 1,265

 $
 2,805

 $
 18,224

 $

 $
 4,804

 $
 1,730

 $
 ( 14,032
)

 $
 16,298

 Intangible assets ending balance

 $
 1,245

 $
 1,265

 $
 2,805

 $
 18,224

 $

 $
 4,804

 $
 1,730

 $
 ( 14,032
)

 $
 16,298

 average remaining amortization period at December 31, 2023 (in years)

 0.8

 0.0

 0.0

 3.9

 0.0

 0.2

 0.0

 Useful Lives

 Years

 Indefinite

 1.5
 Years

 5.6
 Years

 1.6 Years

 Years

 Years

OF CHANGES IN ACCUMULATED AMORTIZATION

 Internal

 Use

 Software

 Capitalized

 Engineering

 Costs

 Trade Name

 and

 Patents

 Customer

 Relationships

 Favorable

 Leases

 Internally

 Developed

 Technology

 Non-Compete

 Agreements

 as of January 1, 2022

 $

 $
 -

 $

 $

 $

 $

 $

 $

 currency translation

 -

 -

 ( 65
)

 ( 250
)

 ( 6
)

 ( 100
)

 ( 15
)

 ( 436
)

 expense

 -

 2,547

 1,254

 5,954

 as of December 31, 2022

 -

 2,495

 1,399

 6,476

 Intangible
 assets excluding goodwill beginning balance

 -

 2,495

 1,399

 6,476

 expense

 -

 1,106

 4,097

 -

 1,330

 7,556

 as of December 31, 2023

 $

 $
 -

 $
 2,092

 $
 6,592

 $

 $
 2,729

 $
 1,641

 $
 14,032

 Intangible
 assets excluding goodwill ending balance

 $

 $
 -

 $
 2,092

 $
 6,592

 $

 $
 2,729

 $
 1,641

 $
 14,032

expense during the years ended December 31, 2023, 2022, and 2021 were $ 7,556, $ 5,954, and $ 938, respectively.

 The
Company determined that the carrying value of certain intangible assets had exceeded its undiscounted cash flows and, as a result,
recorded an intangible asset impairment charge of $ 5,143
in the consolidated statements of operations during the year ended December 31, 2023.

in the balance of intangible assets and goodwill reflected on the consolidated balance sheet are the result of the impact of the
change in foreign currency exchange rates.

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

 The
estimated future amortization expense is as follows:

OF ESTIMATED FUTURE AMORTIZATION EXPENSE

 For
 the Years Ending December 31,

 Total

 2024

 $
 5,697

 2025

 4,145

 2026

 3,378

 2027

 1,813

 Thereafter

 1,265

 Finite-lived
 intangible assets, net

 $
 16,298

 F- 34

 BLINK

 Notes

 (in

 6. GOODWILL

the year ended December 31, 2023, the Company considered the decline in its stock price to be an indicator of impairment and, accordingly,
performed a quantitative impairment assessment of its goodwill and intangible assets. This assessment involved comparing the estimated
fair value of each of its reporting units to the reporting unit's carrying value, inclusive of the goodwill balance allocated to
the reporting unit.

 Estimation
of the fair value of each reporting unit involved the projection of discounted future cash flows using certain assumptions that are subjective
in nature, including assumptions related to historical and market growth rates and gross margin improvements, as well as future operating
expense synergies and optimization, among other factors. Based on its analysis, the Company determined that the carrying value exceeded
the estimated fair value as of December 31, 2023 in all reporting units. Consequently, the Company recognized a goodwill impairment charge
of $ 89,087 in the consolidated statements of operations during the year ended December 31, 2023.

 The
fair value measurements used in the evaluation described above are considered to be Level 3 valuations within the fair value hierarchy,
as the measurements involve projections of discounted future cash flows, which are derived from unobservable assumptions, the most subjective
of which are the discount rates for each respective reporting unit. The discount rate used in for all reporting units ranged from 20 %
to 22.5 %.

in goodwill during the years ended December 31, 2023 and 2022 were as follows:

OF GOODWILL

 2023

 2022

 Beginning balance January 1,

 $
 203,710

 $
 19,390

 Acquisition of Electric Blue

 -

 10,443

 Acquisition of SemaConnect

 -

 174,439

 Acquisition of Envoy

 30,118

 -

 Acquisition

 30,118

 -

 Impairment of goodwill

 ( 89,087
)

 -

 Effect of translation adjustments

 ( 562
)

 Ending balance December 31,

 $
 144,881

 $
 203,710

 F- 35

 BLINK

 Notes

 (in

 7. NOTES PAYABLE

 SEMACONNECT-
NOTES PAYABLE

 Amendment
to Merger Agreement

 On
August 4, 2023, the Company, SemaConnect LLC, its wholly-owned subsidiary, and Shareholder Representative Services LLC, on behalf of
the former stockholders of SemaConnect, Inc. (the "Stockholders' Representative"), entered into an amendment (the "Amendment")
to the original Agreement and Plan of Merger, dated as of June 13, 2022 (the "Merger Agreement"), pursuant to which the Company
acquired SemaConnect.

 Under
the terms of the Amendment, the parties modified the manner by which the "Deferred Merger Consideration" (which remains $ 40,600,
plus accrued interest) will be paid by the Company. As amended, the Company agreed to pay: (a) within 15 days following our consummation
of a financing transaction or series of related transactions in excess of $150,000 since the June 2022 closing of the Merger Agreement,
$12,500 of the outstanding Deferred Merger Consideration in cash to the former stockholders of SemaConnect (the "Stockholders"),
and (b) within 15 days following our consummation of any financing transaction or series of related transactions in excess of $250,000
since the closing of the Merger Agreement, fifty cents of every dollar of proceeds received by the Company in excess of $250,000 to repay
the Deferred Merger Consideration until all Deferred Merger Consideration is paid in full to the Stockholders. The Company agreed that
its payment obligations will be guaranteed by all of the Company's U.S. subsidiaries and secured by a security interest on all
assets of the Company and its United States subsidiaries. The Company also agreed that such obligations will be due and payable by April
1, 2025, shortening the original due date from June 13, 2025.

 Each
Stockholder will have the right to convert its outstanding Deferred Merger Consideration (after the initial payment of $12,500, including
accrued interest) into shares of the Company's common stock at a conversion price equal to 126% of the seven-day average prior
to the date of the Amendment, provided that under no circumstance will the Company be obligated to issue such number of shares equal
to or in excess of 20% of the Company's common stock to the Stockholders, taking into account all common stock previously issued
to such holders in the transaction. Under the Amendment, interest on the Deferred Merger Consideration was increased from 7% to 9.5%
per annum following the date of the Amendment until full repayment of Deferred Merger Consideration. One half of the accrued interest
may be paid in cash and the other half may be paid in-kind.

 In
consideration of the agreement by the Stockholders to enter into the Amendment, the Company agreed to issue 158,372 shares of its common
stock with a fair value of $ 1,000 ("Consent Fee") (based on the average closing price on and over the three days before and
after the date of the Amendment) to the Stockholders' Representative. The Company also agreed to reimburse up to $ 50 of the Stockholders'
Representative's out-of-pocket expenses. The Amendment was determined to be an extinguishment of debt in accordance with ASC 470.
As a result, the Consent Fee of $ 1,000 was accounted for as a loss on extinguishment of notes payable on the consolidated statement
of operations during the year ended December 31, 2023. Furthermore, the Company will recognize up to $ 50 of reimbursable legal fees as
a debt discount to the face of the note, which will be amortized through interest expense over the term of the note.

 Repayment

the year ended December 31, 2023, the Company made a payment of $ 12,500 of which $ 9,292
was principle and $ 3,208 was accrued interest.

 Subsequent to December 31, 2023, the Company repaid the remaining balance
of $ 31,308 due under this note.

 PAYCHECK
PROTECTION PROGRAM

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.

 F- 36

 BLINK

 Notes

 (in

 7.

 NOTES
 PAYABLE – CONTINUED

 OTHER
NOTES PAYABLE

 In
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.

 In
connection with the Envoy acquisition, the Company issued notes payable as part of the merger consideration. See Note 3 – Business
Combination for details.

 As
of December 31, 2023 and 2022, the Company had an outstanding note payable in the principal amount of $ 10.

 8. DEFERRED REVENUE

 The
Company is the recipient of various private and governmental grants, rebates and marketing incentives. Reimbursements of periodic expenses
are recognized as income when the related expense is incurred. Private and government grants and rebates related to EV charging stations
and their installation are deferred and amortized in a manner consistent with the recognition of the related depreciation expense of
the related asset over their useful lives.

revenue consisted of the following:

OF DEFERRED REVENUE

 2023

 2022

 31,

 2023

 2022

 Grant
 and other

 $

 $
 6,516

 Prepaid
 network, charging and maintenance fees

 25,729

 9,314

 Total
 deferred revenue

 26,075

 15,830

 revenue, non-current portion

 ( 12,462
)

 ( 5,258
)

 portion of deferred revenue

 $
 13,613

 $
 10,572

 It
is anticipated that deferred revenue as of December 31, 2023 will be recognized as follows:

 SCHEDULE OF DEFERRED REVENUE RECOGNIZED

 For the Year Ending

 Revenue

 2024

 $
 13,613

 2025

 4,477

 2026

 3,849

 2027

 2,995

 2028

 Thereafter

 Total

 $
 26,075

 F- 37

 BLINK

 Notes

 (in

 9. FAIR VALUE MEASUREMENT

 Assumptions
utilized in the valuation of Level 3 liabilities are described as follows:

OF ASSUMPTIONS USED FOR VALUATION OF FAIR VALUE LIABILITIES

 For
 the Years Ended

 31,

 2023

 2022

 2021

 Risk-free
 interest rate

 4.64 %- 5.46
 %

 1.63 %- 4.73
 %

 0.07 %- 0.39
 %

 Contractual
 term (years)

 1.00

 1.00

 1.00

 volatility

 67 %- 80
 %

 74 %- 85
 %

 90 %- 148
 %

 dividend yield

 0.00
 %

 0.00
 %

 0.00
 %

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

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

 2023

 2022

 Contingent
 Consideration

 Beginning
 balance as of January 1,

 $
 1,316

 $
 -

 Contingent
 consideration assumed in EB acquisition

 -

 3,814

 Change
 in fair value of contingent consideration

 ( 1,316
)

 ( 2,498
)

 Ending
 balance as of December 31,

 $
 -

 $
 1,316

 Warrant
 Liability

 Beginning
 balance as of January 1

 $

 $

 Change
 in fair value of warrant liability

 ( 66
)

 Ending
 balance as of December 31,

 $

 $

 Assets
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

 31, 2023

 Level

 Level

 Level

 Total

 Assets:

 Alternative
 fuel credits

 $
 -

 $

 $
 -

 $

 Total
 assets

 $
 -

 $

 $
 -

 $

 Liabilities:

 Option
 liability

 $

 $
 -

 $
 -

 $

 Contingent
 consideration

 -

 -

 1,316

 1,316

 Warrant
 liability

 -

 -

 Common
 stock liability

 -

 -

 Common stock consideration payable

 18,118

 -

 -

 18,118

 Total
 liabilities

 $
 19,154

 $
 -

 $

 $
 19,186

 31, 2022

 Level

 Level

 Level

 Total

 Assets:

 Alternative
 fuel credits

 $
 -

 $

 $
 -

 $

 Total
 assets

 $
 -

 $

 $
 -

 $

 Liabilities:

 Option
 liability

 $

 $
 -

 $
 -

 $

 Contingent
 consideration

 -

 -

 1,316

 1,316

 Warrant
 liability

 -

 -

 Total
 liabilities

 $

 $
 -

 $
 1,340

 $
 1,749

 See
Note 3 - Business Combinations for additional details.

 In
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
recognized.

 F- 38

 BLINK

 Notes

 (in

 10. STOCKHOLDERS' EQUITY

 AUTHORIZED
CAPITAL

 The
Company is authorized to issue 500,000,000 shares of common stock, $ 0.001 par value, and 40,000,000 shares of preferred stock, $ 0.001
par value. The holders of the Company's common stock are entitled to one vote per share. The preferred stock is designated as follows:
 20,000,000 shares to Series A Convertible Preferred Stock; 10,000 shares to Series B 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.

 OMNIBUS
INCENTIVE PLANS

 On
September 7, 2018, the Board of the Company, as well as a majority of the Company's shareholders approved the Company's 2018
Incentive Compensation Plan (the "2018 Plan"), which enables the Company to grant stock options, restricted stock, dividend
equivalents, stock payments, deferred stock, restricted stock units, stock appreciation rights, performance share awards, and other incentive
awards to associates, directors, consultants, and advisors of the Company and its affiliates, and to improve the ability of the Company
to attract, retain, and motivate individuals upon whom the Company's sustained growth and financial success depend, by providing
such persons with an opportunity to acquire or increase their proprietary interest in the Company. Stock options granted under the 2018
Plan may be non-qualified stock options or incentive stock options, within the meaning of Section 422(b) of the Internal Revenue Code
of 1986, except that stock options granted to outside directors and any consultants or advisers providing services to the Company or
an affiliate shall in all cases be non-qualified stock options. The option price must be at least 100 % of the fair market value on the
date of grant and if issued to a 10 % or greater shareholder must be at least 110 % of the fair market value on the date of the grant.
The 2018 Plan is to be administered by the Compensation Committee of the Board, which shall have discretion over the awards and grants
thereunder.

 The
aggregate maximum number of shares of common stock for which stock options or awards may be granted pursuant to the 2018 Plan is 5,000,000,
adjusted as provided in Section 4 of the 2018 Plan. No awards may be issued on or after September 7, 2028.

 As
of December 31, 2023 and 2022, options to purchase 936,245 and 1,060,535
shares of options were outstanding, respectively. As of December 31, 2023 and 2022, 3,619,555 and 2,230,755
shares of common stock, respectively, were outstanding to employees and members of the Board of Directors of the Company. As of
December 31, 2023 and 2022, there were 2,756,384 and 2,769,245
securities available for future issuance under the 2018 Plan, respectively.

 PUBLIC
OFFERING

 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 $ 94,766 in net
proceeds after deducting the underwriting discount and offering expenses paid by the Company. 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. H.C. Wainwright & Co., Roth Capital Partners and ThinkEquity
acted as co-managers for the offering. The underwriters did not exercise the over-allotment granted to them in connection with the offering.

 In
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.

 F- 39

 BLINK

 Notes

 (in

 10.

 STOCKHOLDERS'
 EQUITY – CONTINUED

 AT-THE-MARKET
OFFERING

 On
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 "ATM" equity offering program pursuant to which the Company may issue and sell from time to time shares of
our common stock, having an aggregate offering price of up to $ 250,000 through the Agents, as the Company's sales agents. The Company
currently anticipates using the net proceeds from the sale of its shares of common stock under the ATM program to supplement our operating
cash flows to fund EV charging station deployment and growth plans. The Company also plans to use any remaining proceeds it receives
for working capital and other corporate purposes. The amounts and timing of our use of the net proceeds will depend on a number of factors,
such as the timing and progress of our EV charging station deployment efforts, the timing and progress of any partnering and collaboration
efforts and technological advances.

 On
November 16, 2023, the Company entered into an Amendment to Sales Agreement, effective as of November 2, 2023 (the "Amendment"),
with Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., H.C. Wainwright & Co., LLC, Roth Capital Partners,
LLC and ThinkEquity LLC (the "Agents"), amending the Sales Agreement entered into between the Company and the Agents, dated
as of September 2, 2022 (the "Sales Agreement"), relating to the "at-the-market" offering program pursuant to
which the Company may issue and sell from time to time shares of its common stock, par value $ 0.001 per share, having an aggregate offering
price of up to $ 250,000 through the Agents, as the Company's sales agents.

 The
Amendment revises the term "Registration Statement" as used in the Sales Agreement to the Company's new shelf registration
statement on Form S-3, as amended (File No. 333-275123), and revises the term "Prospectus Supplement" as used in the Sales
Agreement to the Company's prospectus supplement dated November 2, 2023, relating to the "at-the-market" offering program
contemplated by the Sales Agreement.

 During the year ended December 31, 2023, the
Company sold 30,914,695 shares
of its common stock pursuant to the ATM program for gross proceeds of approximately $ 116,651 and
net proceeds of approximately $ 114,317
after deducting offering expenses. Subsequent to December 31, 2023, the Company sold an aggregate of 8,177,472 shares of common
stock aggregate gross proceeds of $ 25,651 and net proceeds of $ 25,136.

 COMMON
STOCK

 2021

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 and
options exercises.

 2022

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.

 F- 40

 BLINK

 Notes

 (in

 10.

 STOCKHOLDERS' EQUITY

 COMMON
STOCK - CONTINUED

 2023

the year ended December 31, 2023, the Company issued an aggregate of 557,733 shares of common stock pursuant to exercises of warrants
to purchase an aggregate of 557,733 shares of common stock for aggregate net proceeds of $ 835.

the year ended December 31, 2023, the Company issued an aggregate of 8,235 shares of common stock with an issuance date fair value of
$ 35 in satisfaction of a common stock liability.

the year ended December 31, 2023, the Company issued an aggregate of 393,240 shares of the Company's common stock pursuant to the
cashless exercise of 796,940 options and warrants. The options had a weighted average exercise price of $ 3.35 per share and the warrants
had a weighted average exercise price of $ 4.25 per share.

the year ended December 31, 2023, the Company received 27,681 shares of common stock with a value of $ 197 which were surrendered by the
recipients for payroll tax purposes. These shares were surrendered and cancelled as of December 31, 2023.

the year ended December 31, 2023, the Company issued an aggregate of 370,899 shares of common stock with an issuance date fair value
of $ 2,600 in satisfaction of accrued issuable equity to its former Chief Executive Officer. See Note 15 – Commitments and Contingencies
– Separation Agreement for additional details.

 See
Note 5 – Notes Payable for details of the issuance of 158,372 shares of common stock in connection with the extinguishment of notes
payable.

the year ended December 31, 2023, the Company issued an aggregate of 5,866 shares of common stock for services to a board member with
an issuance date fair value of $ 132.

the year ended December 31, 2023, the Company issued an aggregate of 103,843 shares of common stock with an issuance date fair value
of $ 128 as compensation to employees and its former Chief Executive Officer.

the year ended December 31, 2023, the Company issued an aggregate of 376,778 shares of common stock for services to employees with an
aggregate issuance date fair value of $ 3,104.

the year ended December 31, 2023, the Company issued an aggregate of 146,475 shares of common stock for services to an employee with
an issuance date fair value of $ 334.

 F- 41

 BLINK

 Notes

 (in

 10.

 STOCKHOLDERS' EQUITY

 STOCK-BASED
COMPENSATION

 The
Company recognized stock-based compensation expense related to common stock, stock options and warrants for the years ended December
31, 2023, 2022, and 2021 of $ 22,039, $ 15,913, and $ 19,108, respectively, which is included within compensation expense on the consolidated
statement of operations. As December 31, 2023, there was $ 4,000 of unrecognized stock-based compensation expense that will be recognized
over the weighted average remaining vesting period of 1.44 years.

 On
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
P. Rama, Chief Financial Officer, Aviv Hillo, General Counsel, and Harjinder Bhade, Chief Technology Officer, will each receive 472,367,
 47,237, 23,618, 23,618 and 23,618 shares of common stock, respectively. The awards of performance-based restricted stock are intended
to provide an appropriate incentive structure for the executive management team of the Company to integrate and commercialize the SemaConnect
acquisition given the transformational nature of the acquisition in a way that is aligned with stockholder interests. The awards of these
performance-based restricted stock become vested based on a series of six performance hurdles that must be achieved before the third
anniversary of the grants, as described in greater detail below. In addition to the closing of the SemaConnect acquisition with certain
cost savings as the initial 20% vesting event, the vesting of the remaining 80% of the restricted stock is generally determined based
on the (i) integration of SemaConnect' s hardware and software platforms, (ii) integration of its business processes, (iii) integration
of its human capital processes, (iv) delivery and execution of a product rationalization roadmap and new production ready units for UL
certification, and (v) our common stock's closing price reaching on average for a period of ten consecutive trading days a price
of $ 23.78, which is 50 % over the price paid by us to SemaConnect shareholders in the acquisition, in each case without regard to the
order of achieving the foregoing hurdles. The Board has discretion to determine when each performance hurdle has been achieved and to
accelerate awards pursuant to the program. As of December 31, 2022, the vesting performance hurdles related to the closing of the SemaConnect
acquisition and clause (v) outlined above was met.

 WARRANT
AND OPTION VALUATION

 The
Company has computed the fair value of certain warrants and options granted using the Black-Scholes option pricing model. Option forfeitures
are reduction of previous expensed amount at the time of occurrence. The expected term used for options issued is the estimated period
of time that options granted are expected to be outstanding. The Company utilizes the "simplified" method to develop an estimate
of the expected term of "plain vanilla" employee option grants. The Company is utilizing an expected volatility figure based
on a review of the historical volatility of the Company over a period equivalent to the expected life of the instrument being valued.
The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent
with the expected term of the instrument being valued.

 F- 42

 BLINK

 Notes

 (in

 10.

 STOCKHOLDERS' EQUITY

 STOCK
OPTIONS

 In
applying the Black-Scholes option pricing model to options granted, the Company used the following assumptions:

OF BLACK-SCHOLES OPTION PRICING MODEL TO STOCK OPTIONS GRANTED ASSUMPTION

 For
 the Years Ended

 31,

 2023

 2022

 2021

 Risk
 free interest rate

 3.00 %- 4.14
 %

 2.47 %- 3.25
 %

 0.09 %- 1.539
 %

 term (years)

 5.00

 1.00 - 8.00

 1.00 - 8.00

 volatility

 115.9 %- 117.3 %

 115 %- 133.4
 %

 115.3 %- 140.7
 %

 dividends

 0.00
 %

 0.00
 %

 0.00
 %

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 option exercises for aggregate
net proceeds of $ 10.

 See
Note 15 – Commitments and Contingencies – CEO Employment Agreement for details associated with options granted to the Company's
CEO.

 A
summary of the option activity during the year ended December 31, 2023 is presented below:

OF OPTIONS ACTIVITY

 Aggregate

 of

 Life

 Intrinsic

 Price

 In
 Years

 Value

 Outstanding, January
 1, 2023

 1,060,535

 $
 24.68

 Granted

 30,000

 18.80

 Exercised

 ( 123,850
)

 1.99

 Cancelled/forfeited/expired

 ( 30,440
)

 19.67

 Outstanding,

 936,245

 $
 24.68

 2.7

 $

 Exercisable,

 823,954

 $
 27.89

 2.0

 $

 F- 43

 BLINK

 Notes

 (in

 10.

 STOCKHOLDERS' EQUITY

 STOCK
OPTIONS – CONTINUED

 The
following table presents information related to stock options at December 31, 2023:

OF STOCK OPTIONS

 Outstanding

 Exercisable

 Range
 of

 Outstanding

 Exercisable

 of

 Life

 of

 Price

 Price

 In
 Years

 $ 1.73 -$ 9.14

 2.18

 206,571

 0.7

 206,571

 $ 15.51 -$ 38.45

 34.19

 689,142

 1.2

 587,351

 $ 40.82 -$ 59.22

 46.50

 40,532

 0.1

 30,032

 936,245

 2.0

 823,954

 STOCK
WARRANTS

 Note
9– 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 15 – Commitments and Contingencies – Litigation and
Disputes for details.

the year ended December 31, 2022, the Company issued an aggregate of 8,093 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.

 In applying the Black-Scholes
option pricing model to warrants granted, the Company used the following assumptions:

OF BLACK-SCHOLES OPTION PRICING MODEL TO WARRANTS GRANTED ASSUMPTION

 For
 the Years Ended

 31,

 2023

 2022

 2021

 Risk free interest rate

 3.39 %- 4.03
 %

 N/A

 N/A

 Expected term
 (years)

 5.00

 N/A

 N/A

 Expected volatility

 115.9 %- 133.4
 %

 N/A

 N/A

 Expected dividends

 0.00
 %

 N/A

 N/A

 The
following table accounts for the Company's warrant activity for the year ended December 31, 2023:

OF WARRANT ACTIVITY

 Aggregate

 of

 Life

 Intrinsic

 Price

 In
 Years

 Value

 Outstanding, January
 1, 2023

 1,587,965

 $
 4.25

 Issued

 9.69

 Exercised

 ( 1,587,965
)

 4.25

 Outstanding,

 $
 4.25

 4.2

 $
 -

 Exercisable,

 $
 4.25

 4.2

 $
 -

 F- 44

 BLINK

 Notes

 (in

 10.

 STOCKHOLDERS' EQUITY – CONTINUED

 STOCK
WARRANTS – CONTINUED

 The
following table presents information related to stock warrants at December 31, 2023:

OF STOCK WARRANTS

 Outstanding

 Exercisable

 Range
 of

 Outstanding

 Exercisable

 of

 Life

 of

 Price

 Price

 In
 Years

 $ 8.82 -$ 11.56

 $
 9.69

 4.2

 4.2

 11. INCOME TAXES

 The
Company is subject to U.S. federal and various state income taxes.

 The
income tax provision (benefit) for the years ended December 31, 2023, 2022 and 2021 consisted of the following:

 SCHEDULE OF INCOME TAX PROVISION (BENEFIT)

 For the Year Ended

 2023

 2022

 2021

 Federal:

 $
 -

 $
 -

 $
 -

 $
 ( 7,129
)

 $

 ( 22,605
)

 $

 ( 5,691
)

 State:

 $
 -

 $

 -

 $
 -

 $

 $
 ( 1,430
)

 $

 ( 1,348
)

 Foreign:

 $

 1,493

 $

 $

 -

 $

 ( 7,995
)

 $
 ( 4,120
)

 $

 -

 $

 ( 13,205
)

 $

 ( 27,837
)

 $

 ( 7,039
)

 Change in valuation allowance

 $
 14,699

 $

 28,145

 $

 7,039

 Income tax provision (benefit)

 $
 1,494

 $

 $
 -

 No
federal or state current tax provision has been recorded for the years ended December 31, 2023, 2022, and 2021 because the Company had
net operating losses for federal and state tax purposes. However, a 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. An ownership change pursuant to Section 382 may have occurred
in the past or could happen in the future, such that the NOLs available for utilization could be significantly limited. The Company will
perform a Section 382 analysis in the future. The related decrease in the deferred tax asset will be offset by the decrease in valuation
allowance.

 F- 45

 BLINK

 Notes

 (in

 11.

 INCOME TAXES – CONTINUED

 A
reconciliation of the statutory federal income tax rate to the Company's effective tax rate is as follows:

 SUMMARY OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE AND EFFECTIVE INCOME TAX RATE

 For the Year Ended

 2023

 2022

 2021

 Tax benefit at federal statutory rate

 ( 21.0
)%

 ( 21.0
)%

 ( 21.0
)%

 State income taxes, net of federal benefit

 0.2
 %

 ( 1.3
)%

 ( 2.4
)%

 Permanent differences:

 Stock Compensation

 1.5
 %

 0.6
 %

 0.2
 %

 Loss
 on Impairment of Intangibles and Goodwill

 9.8

 %

 0.0

 %

 0.0

 %

 Section
 162(m)

 1.9

 %

 1.7

 %

 8.3

 %

 Other Permanent Differences

 0.2

 %

 0.7
 %

 ( 0.3
)%

 Tax credits

 0.0
 %

 0.0
 %

 ( 0.1
)%

 Income from non-includable foreign entities

 1.8

 %

 4.3
 %

 1.6
 %

 Prior year differences

 2.3
 %

 ( 11.2
)%

 1.0
 %

 Change in valuation allowance

 7.3

 %

 30.8
 %

 12.8
 %

 Foreign tax

 ( 3.2

)%

 ( 4.2
)%

 0.0
 %

 Effective income tax rate

 0.7
 %

 0.3
 %

 0.0
 %

 The
Company has determined that a valuation allowance for the entire net deferred tax asset is required. A valuation allowance is required
if, based on the weight of evidence, it is more likely than not that some or the entire portion of the deferred tax asset will not be
realized. After consideration of all the evidence, both positive and negative, management has determined that a full valuation allowance
is necessary to reduce the deferred tax asset to zero, the amount that will more likely not be realized.

 The
disaggregation of the Company's domestic and foreign pre-tax loss for the years ended December 31, 2023, 2022, and 2021 is as follows:

 SCHEDULE OF DISAGGREGATION OF DOMESTIC AND FOREIGN PRE-TAX LOSS

 For the Year Ended December 31

 2023

 2022

 2021

 U.S.

 $
 ( 151,883
)

 $
 ( 76,528
)

 $
 ( 50,803
)

 ( 50,315
)

 ( 14,724
)

 ( 4,316
)

 Total

 $
 ( 202,199
)

 $
 ( 91,252
)

 $
)

 F- 46

 BLINK

 Notes

 (in

 11.

 INCOME TAXES – CONTINUED

 The
tax effects of temporary differences that give rise to deferred tax assets and liabilities are presented below:

 SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

 December 31

 2023

 2022

 Deferred Tax Assets:

 Net operating loss carryforwards-federal

 $
 64,076

 $
 51,722

 Net operating loss carryforwards-states

 9,837

 8,392

 Net operating loss carryforwards-UK

 4,759

 2,584

 Net operating loss carryforwards-Belgium

 8,454

 3,022

 Tax credits

 Stock-based compensation

 1,542

 5,137

 Accruals

 1,425

 Deferred revenue

 2,052

 Allowance for doubtful accounts

 1,180

 Capitalized Sec.174 R&E

 1,154

 Other

 Deferred tax assets,
 gross

 95,569

 75,321

 Deferred Tax Liabilities:

 Intangible Assets

 ( 3,743
)

 ( 5,791
)

 Fixed Assets

 ( 2,226

)

 ( 488
)

 Unrealized Gain/Loss

 ( 80
)

 ( 134
)

 Deferred Tax assets reserves

 -

 ( 370
)

 Other

 ( 81)

 ( 123
)

 Deferred tax liabilities,
 gross

 ( 6,129
)

 ( 6,905
)

 Net deferred tax assets

 89,440

 68,416

 Valuation Allowance

 ( 89,414
)

 ( 68,390
)

 Deferred tax assets, net of valuation allowance

 Change in valuation allowance

 $
 21,024

 $
 33,122

 As
of December 31, 2023, the Company had net operating loss carry forwards for federal income tax purposes of approximately $ 305,125 of
which, $ 86,636 may be used to offset future taxable income through 2037 and the remaining $ 218,489
of net operating loss carry forwards incurred after 2017, do not have an expiration date. In addition, state NOLs carryforwards
available are approximately $ 212,571, as of December 31, 2023.The Company also has approximately $ 653
in business credits expiring
between 2030 and 2043.

 F- 47

 BLINK

 Notes

 (in

 12. RELATED PARTIES

 JOINT
VENTURE

 The
Company and a group of three Cyprus entities entered into a shareholders' agreement on February 11, 2019, pertaining to the parties'
respective shareholdings in a new joint venture entity, Blink Charging Europe Ltd. (the "Entity"), that was formed under
the laws of Cyprus on the same date. The Company owns 40 % of the Entity while the other three parties own 60 % of the Entity. Subsequently,
two of the three other parties exited the joint venture and the remaining other party acquired the ownership of the exiting parties.
The Entity currently owns 100 % of a Greek subsidiary, Blink Charging Hellas SA ("Hellas"), which operates in the electric
vehicle market in Greece. The obligation to fund the future operations of the Entity is limited to the Company's 40 % ownership.
The Company did not record sales to Hellas during the years ended December 31, 2023 and 2022. During the year ended December 31, 2021,
the Company recognized sales of $ 811 to Hellas. As of December 31, 2023 and December 31,2022 the Company had a payable of approximately
$ 114 and $ 84, respectively, to Hellas. In addition, the Company has provided working capital of $ 177 and $ 0 as of December 31, 2023 and
December 31, 2022, respectively, in Hellas. The Company has written off this working capital contribution, since Company's proportion
of Hellas's net losses exceed the working capital contribution.

 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, 2023, 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, 2023, 2022,
and 2021.

 BLUE
CORNER

 As
of December 31, 2021, the Company owed approximately $ 800 to 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.

 BLINK
CHARGING UK LIMITED

 As
of December 31, 2023, several close family members of a senior management employee are providing services to Electric Blue Limited. For
the years ended December 31, 2023 and 2022, these related parties have collectively provided services worth $ 359 and $ 95 respectively,
to Electric Blue Limited. Furthermore, as of December 31, 2023, there were purchase commitments of $ 198 to the same related parties.

 F- 48

 BLINK

 Notes

 (in

 13.
 EMPLOYEE BENEFIT PLANS

 The
Company has defined-contribution plans for which employees meeting certain age and length of service requirements may contribute up to
the defined statutory limit. These plans provide discretionary employer matching contributions to eligible employees up to certain statutory
annual limits. Employer contributions to these plans was $ 652, $ 238 and $ 0 for the years ended December 31, 2023, 2022 and 2021, respectively.

 14. LEASES

 OPERATING
LEASES

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. Monthly
payments under the lease are $ 18 per month. The lease also includes a security deposit of $ 22.

 Total
operating lease expenses for the year ended December 31, 2023, 2022, and 2021 were $ 1,803, $ 789, and $ 566, respectively, and is recorded
in other operating expenses on the consolidated statements of operations. Operating lease expenses consist of rent expense, common area maintenance adjustments
and other expenses.

 As
of December 31, 2023, the Company had $ 697
of right-of-use assets that were classified as financing leases for vehicles associated with the operations of Blink Mobility and
are included as a component of property
and equipment on the consolidated balance sheet as of December 31, 2023. The duration of the leases are three
years and the Company is expected to pay approximately $ 1,020
throughout the term. As of December 31, 2023, the
Company did not have additional operating and financing leases that have not yet commenced.

the years ended December 31, 2023 and 2022, the Company recorded $ 37 and $ 38 of interest expense related to finance leases, respectively,
which were recorded within interest expense on the consolidated statements of operations. During the years ended December 31, 2023 and
2022, the Company recorded amortization expense of $ 1,226 and $ 659 related to finance leases, respectively. There were no finance leases
as of December 31, 2021.

 F- 49

 BLINK

 Notes

 (in

 14.

 LEASES – CONTINUED

 OPERATING
LEASES – CONTINUED

 Supplemental
cash flows information related to leases was as follows:

OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES

 2023

 2022

 2021

 For
 The Years Ended

 31,

 2023

 2022

 2021

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

 cash flows from operating leases

 $
 3,672

 $

 $
 1,019

 Cash
 paid for amounts included in the measurement of lease liabilities: Operating
 cash flows from operating leases

 $
 3,672

 $

 $
 1,019

 Financing
 cash flows from finance leases

 $
 2,837

 $

 $
 -

 Cash
 paid for amounts included in the measurement of lease liabilities: Financing
 cash flows from finance leases

 $
 2,837

 $

 $
 -

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

 $
 7,401

 $
 1,787

 $
 2,129

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

 $
 7,401

 $
 1,787

 $
 2,129

 Finance

 $
 2,798

 $

 $
 -

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

 $
 2,798

 $

 $
 -

 Average Remaining Lease Term

 2.74

 3.66

 4.77

 Finance

 1.71

 2.50

 -

 Average Discount Rate

 7.5
 %

 4.9
 %

 4.7
 %

 Finance

 6.4
 %

 6.2
 %

 0.0
 %

 Future
minimum payments under non-cancellable leases as of December 31, 2023 were as follows:

OF FUTURE MINIMUM LEASE PAYMENTS

 For
 the Years Ending December 31,

 Lease

 Finance
 Lease

 2024

 $
 3,917

 $

 2025

 3,031

 2026

 1,814

 2027

 1,121

 2028

 Thereafter

 1,303

 -

 Total
 future minimum lease payments

 11,888

 Less:
 imputed interest

 ( 1,415
)

 ( 90
)

 Total

 $
 10,473

 $

 F- 50

 BLINK

 Notes to Consolidated Financial Statements

 (in

 15. COMMITMENTS AND CONTINGENCIES

 PURCHASE
COMMITMENTS

 As
of December 31, 2023, the Company had purchase commitments of approximately $ 21,672 which will become payable upon the suppliers'
delivery of the charging stations and other related items. The purchase commitments were made primarily for future sales, deployments
of charging stations, inventory management planning and other related items, all of which are expected to be received during the next
12-24 months.

 PATENT
LICENSE AGREEMENT

 On
March 29, 2012, the Company, as licensee (the "Licensee") entered into an exclusive patent license agreement with the Executive
Chairman of the Board and Balance Holdings, LLC (an entity controlled by the Executive Chairman) (collectively, the "Licensor"),
whereby the Company agreed to pay a royalty of 10 % of the gross profits received by the Company from commercial sales and/or use of two
provisional patent applications, one relating to an inductive charging parking bumper and one relating to a process which allows multiple
EVs to plug into an EV charging station simultaneously and charge as the current becomes available.

 On
March 11, 2016, the Licensee and the Licensor entered into an agreement related to the March 29, 2012 patent license agreement. The parties
acknowledged that the Licensee has paid a total of $ 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. Effective 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, 2022, the Company has not paid nor incurred any royalty fees related
to this patent license agreement.

 LITIGATION,
DISPUTES AND SETTLEMENTS

 The
Company may be subject to lawsuits, investigations, intellectual property matters, claims and proceedings, including, but not limited
to, contractual disputes with vendors and customers and liabilities related to employment, health and safety matters that may arise in
the ordinary course of business. The Company accrues for losses that are both probable and reasonably estimable. Loss contingencies are
subject to significant uncertainties and, therefore, determining the likelihood of a loss and/or the measurement of any loss can be complex
and subject to change.

 The
Company believes it has recorded adequate provisions for any such lawsuits, investigations, claims, and proceedings as of December 31,
2023, and the Company believes it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized
in the consolidated financial statements. Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing
matters described herein cannot be predicted with certainty. While litigation is inherently unpredictable, the Company believes it has
valid defenses with respect to the legal matters pending against it. However, future events or circumstances, currently unknown to management,
may potentially have a material effect on the Company's financial position, liquidity or results of operations in any future reporting
period.

 F- 51

 BLINK

 Notes

 (in

 15.

 COMMITMENTS AND CONTINGENCIES

 LITIGATION,
DISPUTES AND SETTLEMENTS – CONTINUED

 On
August 24, 2020, a purported securities class action lawsuit, captioned Bush v. Blink Charging Co. et al., Case No. 20-cv-23527, was
filed in the United States District Court for the Southern District of Florida against the Company, Michael Farkas (Blink's Chairman
of the Board and Chief Executive Officer), and Michael Rama (Blink's Chief Financial Officer) (the "Bush Lawsuit").
On September 1, 2020, another purported securities class action lawsuit, captioned Vittoria v. Blink Charging Co. et al., Case No. 20-cv-23643,
was filed in the United States District Court for the Southern District of Florida against the same defendants and seeking to recover
the same alleged damages (the "Vittoria Lawsuit"). On October 1, 2020, the court consolidated the Vittoria Lawsuit with the
Bush Lawsuit and on December 21, 2020 the court appointed Tianyou Wu, Alexander 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.
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, 2023 as it determined that any such loss contingency was either not probable
or estimable.

 On
September 15, 2020, a shareholder derivative lawsuit, captioned Klein (derivatively on behalf of Blink Charging Co.) v. Farkas et al.,
Case No. 20- 19815CA01, was filed in Miami-Dade County Circuit Court seeking to pursue claims belonging to the Company against Blink's
Board of Directors and Michael Rama (the "Klein Lawsuit"). Blink is named as a nominal defendant. The Klein Lawsuit asserts
that the Director defendants caused Blink to make the statements that are at issue in the securities class action and, as a result, the
Company will incur costs defending against the consolidated Bush Lawsuit and other unidentified investigations. The Klein Lawsuit asserts
claims against the Director defendants for breach of fiduciary duties and corporate waste and against all of the defendants for unjust
enrichment. Klein did not quantify the alleged damages in his complaint, but he seeks damages sustained by the Company as a result of
the defendants' breaches of fiduciary duties, corporate governance changes, restitution, and disgorgement of profits from the defendants
and attorneys' fees and other litigation expenses. The parties agreed to temporarily stay the Klein Lawsuit until there is a ruling
on the motion to dismiss filed in the consolidated Bush Lawsuit. 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, 2023 as it determined that
any such loss contingency was either not probable or estimable.

 On
December 23, 2020, another shareholder derivative action, captioned Bhatia (derivatively on behalf of Blink Charging Co.) v. Farkas et
al., Case No. 20-27632CA01, was filed in Miami-Dade County Circuit Court against the same defendants sued in the Klein Lawsuit and asserting
similar claims, as well as additional claims relating to the Company's nomination, appointment and hiring of minorities and women
and the Company's decision to retain its outside auditor (the "Bhatia Lawsuit"). On February 17, 2021, the parties
agreed to consolidate the Klein and Bhatia actions, which the court consolidated under the caption In re Blink Charging Company Stockholder
Derivative Litigation, Lead Case No. 2020-019815-CA-01. The parties also agreed to keep in place the temporary stay. The court subsequently
vacated the consolidation order and explained the parties should first file a motion to transfer, which the parties have done. On June
22, 2022, the court re-consolidated the Klein and Bhatia actions and reinstated the temporary stay. The Company wholly and completely
disputes the allegations therein. The Company has retained legal counsel in order to defend the action vigorously. The Company has not
recorded an accrual related to this matter as of December 31, 2023 as it determined that any such loss contingency was either not probable
or estimable.

 F- 52

 BLINK

 Notes

 (in

 15.

 COMMITMENTS AND CONTINGENCIES

 LITIGATION,
DISPUTES AND SETTLEMENTS – CONTINUED

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

 On
February 7, 2022, another shareholder derivative lawsuit, captioned McCauley (derivatively on behalf of Blink Charging Co.) v. Farkas
et al., Case No. A-22-847894-C, was filed in the Eighth Judicial District Court in Clark County, Nevada, seeking to pursue claims belonging
to the Company against six of Blink's directors and Michael Rama (the "McCauley Lawsuit"). Blink is named as a nominal
defendant. The complaint filed in the McCauley Lawsuit asserts similar allegations to the Klein Lawsuit relating to the statements at
issue in the securities class action and asserts claims for breach of fiduciary duty and unjust enrichment. The McCauley Lawsuit seeks
both injunctive and monetary relief from the individual defendants, as well as an award of attorneys' fees and costs. On March
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, 2023 as it determined that any such loss contingency was either not probable or estimable.

 F- 53

 BLINK

 Notes

 (in

 15.

 COMMITMENTS AND CONTINGENCIES

 WARRANTY

 The
Company estimates an approximate cost of $ 600 to repair deployed chargers, which the Company owns as of December 31, 2023.

 SEPARATION
AGREEMENT

 On
June 21, 2023, the Company and its former Chief Executive Officer Michael D. Farkas entered into a separation and general release agreement,
dated as of June 20, 2023 (the "Separation Agreement") pursuant to Mr. Farkas' May 1, 2023 termination of employment
and the terms of Mr. Farkas' employment agreement, effective as of January 1, 2021 (the "Employment Agreement"). The
Separation Agreement became effective on June 28, 2023, following a statutory revocation period. Under the terms of the Separation Agreement,
the Company agreed to provide Mr. Farkas with (i) $ 6,028
 in cash compensation, (ii) 383,738
 shares of the Company's common stock and
(iii) reimbursement for medical benefits under COBRA for 24 months or until Mr. Farkas becomes eligible for coverage under another employer's
group plan. In addition, Mr. Farkas' outstanding issued and unvested equity awards became vested and, as a result, the Company
recognized approximately $ 2,900
 of stock-based compensation expense during the
year ended December 31, 2023 related to the accelerated awards. In return, Mr. Farkas agreed that he has received all compensation to
which he is entitled with respect to his employment or termination thereof (except for any obligations under the parties' Commission
Agreement, dated as of November 17, 2009) and Mr. Farkas released the Company from all claims that he might have related to his employment.
Further, Mr. Farkas acknowledged that the terms of his non-competition and non-solicitation covenants under his Employment Agreement
remain in effect, except that Mr. Farkas will be permitted to continue to work with certain individuals with whom he has a current relationship
outside of the Company. During the year ended December 31, 2023, the Company issued 383,738
 shares of common stock with an issuance date
fair value of $ 2,900
 to Mr. Farkas in connection with the Separation
Agreement.

 MATERIAL
AGREEMENT

 In
October 2021, the Company negotiated and executed an amendment and extension to its agreement with a contract manufacturer of the Company.
The amendment extends the term of the agreement for an additional five (5) years. Accordingly, the Company could potentially incur additional
costs related to units ordered that were subsequently canceled or otherwise not fulfilled.

 16. SUBSEQUENT EVENTS

 AT-THE-MARKET OFFERING

 Subsequent to December 31, 2023, the Company sold an aggregate of 8,177,472
shares of common stock aggregate gross proceeds of $ 25,651 and net proceeds of $ 25,136.

 F- 54