8. SUBSEQUENT EVENTS

ACQUISITION

On April 22, 2022, pursuant to a Sale and Purchase Agreement dated April 22, 2022, the Company closed and acquired, through its Dutch subsidiary, Blink Holdings B.V., all of 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, independently owned 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 purchase price for the acquisition of all of EB’s outstanding capital stock was up to 18,000 British Pounds (“GBP”) (approximately $23,400), consisting of 10,000 GBP (approximately $13,000) in cash, and 3,000 GBP (approximately $3,900) represented by 152,803 shares of the Company’s common stock (the “Consideration Shares”). The number of Consideration Shares was calculated based on the volume weighted average price of the Company’s common stock during the 30 consecutive trading days ending on the closing date of the Sale and Purchase Agreement, which equalled $25.17 per share.

The Company also agreed in the Sale and Purchase Agreement, provided EB reaches specified gross revenue or new EV charger installation targets over the three years post-closing, to issue up to 5,000 GBP (approximately $6,500) in additional shares of its common stock to EB shareholders (the “Earn-Out”).

Of the Consideration Shares to be issued to the EB shareholders at closing, the sum of 500 GBP (approximately $650) in cash and 25,466 shares of common stock (valued at 500 GBP or approximately $650) 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 the Company may incur by reason of, among other things, any misrepresentation or breach of warranty by EB under the Sale and Purchase Agreement.

LETTER OF INTENT

On April 19, 2022, the Company signed a non-binding letter of intent with a U.S. privately-held company (the “Target”) providing for the possible purchase by the Company of all of the outstanding shares of the Target from its shareholders in consideration for cash, a note and, under certain circumstances, shares of common stock of a subsidiary of the Company or, if such subsidiary’s shares are not publicly-traded, common stock of the Company. In addition, in the letter of intent, the Company agreed to extend a loan of $1,000 to the Target (the “Loan”), which was subsequently made by the Company pursuant to a 6% Secured Convertible Promissory Note signed by the Target. Under the terms of the Loan, if the Company proceeds with the possible stock purchase of the Target, the principal and accrued interest amount under the Loan will be deducted from the cash consideration paid to the Target’s shareholders at closing. If, however, the Company determines not to proceed with the possible stock purchase of the Target, the Loan will continue to accrue 6% interest per annum, and mature on the earliest of (i) a “Change of Control” (as defined); (ii) the closing of the next investment round by the Target; (iii) an Event of Default (as defined); or (iv) May 1, 2027.