NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

Organization

BlueLA Carsharing, LLC (“The Company”), a U.S. corporation, was organized in the State of California in February 2016. The Company is wholly owned by Blue Systems USA, Inc. The Company operates in Los Angeles, CA.

The Company was established to provide, manage, operate and maintain electric vehicle rental services and charging stations in the city of Los Angeles, CA. On April 2018, the car sharing program BlueLA was officially launched to the public with a limited number of vehicles and charging stations.

Basis of Accounting

The Company’s financial statements are prepared using the accrual basis of accounting.

Use of Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with a maturity of three months or less to be cash equivalents.

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentrations of credit risk, as defined by FASB, ASC 825-10-50, primarily consist of cash and cash equivalent accounts. The Company places its temporary cash investments with high credit quality financial institutions. Accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per bank.

As of December 31, 2019 and 2018, cash and cash equivalents exceeding federally insured limits amounted to $262,323 and $646,011, respectively.

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Continued)

Allowance for Doubtful Accounts

The allowance for doubtful accounts is based on management’s evaluation of the adequacy of the allowance for possible non recoverable accounts receivable. This evaluation encompasses consideration of past loss experiences and the composition of the outstanding accounts receivable. As of December 31, 2019 and 2018, the allowance for doubtful accounts amounted to $197,219 and $60,646, respectively.

Property and Equipment

Property and equipment are stated at cost. Maintenance and repairs are charged to expense as incurred. Costs of additions and betterment are capitalized.

Depreciation is computed using the straight-line method over the useful live of the assets or over the length of the lease for the assets acquired by leasing.

Long-Lived Assets

The Company has adopted FASB, ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets”. Long-lived assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Revenue Recognition

Revenue from the sale of the Company’s services is recognized when services are delivered to customers.

Government Grant

Government grant is recognized when there is reasonable assurance that the Company will comply with any conditions attached to the grant and the grant will be received. The grant is recognized as income over the period necessary to match them with the related costs, for which they are intended to compensate, on a systematic basis. A grant receivable as compensation for costs already incurred or for immediate financial support, with no future related costs, is recognized as income in the period in which it is receivable.

A grant relating to assets is presented as deferred income and deducted from the related expenses.

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Continued)

Income Taxes

The Company accounts for income taxes under the liability method as required by FASB ASC 740-10-25. Under this method deferred tax assets and liabilities are recognized for the future consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry-forwards.

Deferred taxes are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Valuation reserves have been established for deferred assets that may not be utilized in the near future.

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Continued)

Starting April 2018, the Company received grants from the city of Los Angeles in connection with the agreement with the city of Los Angeles for Electric Vehicle Car Sharing dated January 17, 2017.

As per agreement, the Company shall receive $4,000 from the City of Los Angeles for each charging point put in service and operated in the City of Los Angeles, CA. The amount has been increased to $5,000 for each charging point.

Grants claimed for the years ended December 31, 2019 and 2018, amounted to $350,000 and $697,372, respectively. Furthermore, the Company shall receive grant for marketing costs, permits and parking costs.

As of December 31, 2019 and 2018, the grant to be received is made of the following :

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Continued)

Depreciation expense for the years ended December 31, 2019 and 2018 amounted to $4,453,573 and $104,161, respectively.

Depreciation expense for the year 2019 includes an impairment charge of $4,155,854.

Amortization expense for the years ended December 31, 2019 and 2018 amounted to $714,604 and $198,728, respectively.

Amortization expense for the year 2019 includes an impairment charge of $459,323.

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Continued)

A provision for risk has been recorded for $754,659 for risk associated with performance of Company contracts.

The grant related to the acquisitions of charging points and start-up costs were recorded in deferred income and depreciated over their useful life (10 years and 3 years, respectively). As of December 31, 2019 and 2018, the deferred grant is as follows :

In 2019, with the impairment of the tangible and intangible assets, the Company decided to reverse the deferred grant and record in income the remaining balance for an amount of $790,974.

In 2017, the Company entered into three membership agreements for office premises located downtown Los Angeles. In April 2018, the Company entered into a fourth membership agreement for an additional office. In September 2018, all agreements were amended into one new membership agreement and extended for 6 months until February 2019. The agreement was renewed until August 2020 and requires monthly payments amounting from $5,876 to $8,326.

Future minimum rental payments under the membership agreement are as follows:

For the years ended December 31, 2019 and 2018, the rent expenses related to the membership agreement were $101,114 and $85,470, respectively.

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Continued)

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company has incurred recurring losses, which led to a stockholders’ deficit of $13,412,434 as of December 31, 2019. The parent Company, BlueCarsharing SAS, confirmed in a letter dated June 20, 2019 the financial support of its subsidiary for the next four years.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Reclassifications have been made to the 2018 financial statements to conform with the 2019 presentation.

The Company has evaluated events and transactions occurring after December 31, 2019 through May 20, 2020, and as a result of the spread of Covid19 coronavirus, economic uncertainties have arisen which are likely to negatively impact the operating results of the Company. However, the related financial statements impact and duration cannot be reasonably estimated at this time.

BLUELA CARSHARING, LLC

SUPPLEMENTARY INFORMATION

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

INDEPENDENT AUDITOR’S REPORT ON SUPPLEMENTARY INFORMATION

To the Board of Directors of

BlueLA Carsharing, LLC

Los Angeles, California

We have audited the financial statements of BlueLA Carsharing, LLC as of and for the years ended December 31, 2019 and 2018, and our report thereon dated May 20, 2020, which expressed an unmodified opinion on the balance sheet and qualified opinion on the results of operations and cash flows, appears on pages 2 and 3. Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The schedules of cost of sales and of operating expenses, pages 16 and 17, are presented for purpose of additional analysis and are not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

Constantin Associates, LLP

New York, New York

May 20, 2020

BLUELA CARSHARING, LLC

STATEMENTS OF COST OF SALES

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

BLUELA CARSHARING, LLC

STATEMENTS OF OPERATING EXPENSES

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

Organization

BlueLA Carsharing, LLC (“The Company”), a U.S. corporation, was organized in the State of California in February 2016. The Company is wholly owned by Blue Systems USA, Inc. The Company operates in Los Angeles, CA.

The Company was established to provide, manage, operate and maintain electric vehicle rental services and charging stations in the city of Los Angeles, CA. In April 2018, the car sharing program BlueLA was officially launched to the public with a limited number of vehicles and charging stations.

Basis of Accounting

The Company’s financial statements are prepared using the accrual basis of accounting.

Use of Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with a maturity of three months or less to be cash equivalents.

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Continued)

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentrations of credit risk, as defined by FASB, ASC 825-10-50, primarily consist of cash and cash equivalent accounts. The Company places its temporary cash investments with high credit quality financial institutions. Accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per bank.

As of June 30, 2020 and 2019, cash and cash equivalents exceeding federally insured limits amounted to $0 and $180,584, respectively.

Allowance for Doubtful Accounts

The allowance for doubtful accounts is based on management’s evaluation of the adequacy of the allowance for possible non recoverable accounts receivable. This evaluation encompasses consideration of past loss experiences and the composition of the outstanding accounts receivable. As of June 30, 2020 and 2019, the allowance for doubtful accounts amounted to $257,986 and $117,065, respectively.

Property and Equipment

Property and equipment are stated at cost. Maintenance and repairs are charged to expense as incurred. Costs of additions and betterment are capitalized.

Depreciation is computed using the straight-line method over the useful live of the assets or over the length of the lease for the assets acquired by leasing.

Long-Lived Assets

The Company has adopted FASB, ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets”. Long-lived assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Revenue Recognition

Revenue from the sale of the Company’s services is recognized when services are delivered to customers.

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Continued)

Government Grant

Government grant is recognized when there is reasonable assurance that the Company will comply with any conditions attached to the grant and the grant will be received.

The grant is recognized as income over the period commensurate with the related costs for which they are intended to reimburse.

A grant receivable as compensation for costs already incurred or for immediate financial support, with no future related costs, is recognized as income in the period in which it is receivable.

A grant relating to assets is presented as deferred income and deducted from the related expenses.

Income Taxes

The Company accounts for income taxes under the liability method as required by FASB ASC 740-10-25. Under this method deferred tax assets and liabilities are recognized for the future consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry-forwards.

Deferred taxes are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Valuation reserves have been established for deferred assets that may not be utilized in the near future.

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Continued)

Commencing April 2018, the Company received grants from the City of Los Angeles in connection with the agreement (the “Agreement”) with the City of Los Angeles for Electric Vehicle Car Sharing dated January 17, 2017.

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Continued)

As per the Agreement, the Company shall receive $4,000 from the City of Los Angeles for each charging point put in service and operated in the City of Los Angeles, CA.

The Charge-up LA program for Commercial EV Charger Rebate was increased to $5,000 for each charging point in September 2018.

Funds claimed in accordance with the Agreement for the periods ended June 30, 2020 and 2019, amounted to $150,000 and $200,000, respectively. Furthermore, the Company shall receive grant for marketing costs, permits and parking costs.

As of June 30, 2020 and 2019, the grant receivable is made of the following :

Depreciation expense for the years ended June 30, 2020 and 2019 amounted to $0 and $136,303, respectively.

During the fourth quarter of 2019, management deemed Property and Equipment impaired, as a result an impairment charge of $4,155,854 was recorded during the second half of 2019 and an impairment charge of $563,288 was recorded in the first half of 2020.

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Continued)

Amortization expense for the years ended June 30, 2020 and 2019 amounted to $0 and $121,235, respectively.

During the fourth quarter of 2019, management deemed Intangible Assets impaired, as a result an impairment charge of $459,323 was recorded during the second half of 2019 and an impairment charge of $101,668 was recorded in the first half of 2020.

As of June 30, 2020, a provision for risk associated with performance of Company contracts recorded in December 2019 has been fully reversed for $754,659.

Management estimates the risk is not likely to happen anymore.

The grant related to the acquisition of charging points and start-up costs were recorded in deferred grant and depreciated and amortized over their useful life (10 years and 3 years, respectively). As of June 30, 2020 and 2019, the deferred grant is as follows:

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Continued)

In the second half of the year 2019, with the impairment of the tangible and intangible assets, the Company decided to reverse the deferred grant and record in income the remaining balance for an amount of $790,974.

In 2017, the Company entered into three membership agreements for office premises located downtown Los Angeles. In April 2018, the Company entered into a fourth membership agreement for an additional office. In September 2018, all agreements were amended into one new membership agreement and extended for 6 months until February 2019. The agreement was renewed until August 2020 and requires monthly payments amounting from $5,876 to $8,326.

Future minimum rental payments under the membership agreement are as follows:

For the periods ended June 30, 2020 and 2019, the rent expenses related to the membership agreement were $51,578 and $50,169, respectively.

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Continued)

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company has incurred recurring losses, which led to a stockholders’ deficit of $14,986,904 as of June 30, 2020. Prior to the change in ownership of the Company, the related parties loan and payable were fully forgiven, resulting in approximately $15.6 million income booked in the Company’s financial statements in September 2020.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company has evaluated events and transactions occurring after June 30, 2020 through November 25, 2020, and as a result of the spread of Covid19 coronavirus, economic uncertainties have arisen which are likely to negatively impact the operating results of the Company. However, the related financial statements impact and duration cannot be reasonably estimated at this time.

On September 11, 2020 , Blink Mobility, LLC, a wholly-owned subsidiary of Blink Charging Co, a publicly traded company, entered into an Ownership Interest Purchase Agreement with Blue Systems USA, Inc. (the “Seller”), and pursuant thereto acquired from the Seller all of the ownership interests of BlueLA Carsharing, LLC. Blink Charging Co. is a leading owner, operator, and supplier of proprietary electric vehicle (“EV”) charging equipment and networked EV charging services.

Prior to the change in ownership of the Company, the related parties loan and payable were fully forgiven, resulting in approximately $15.6 million income booked in the Company’s financial statements in September 2020.