THIS AGREEMENT is made on 22 April 2022

BETWEEN:

BACKGROUND

THE PARTIES AGREE AS FOLLOWS:

“Accounts” means the audited consolidated accounts of the Group for the financial year ended on the Accounts Date, copies of which are in the Data Room;

“Accounts Date” means 31 December 2020;

“Agreed Form” means, in relation to a document, in the form clearly and expressly agreed between the Sellers’ Representative and the Buyer or on their behalf on or before the Completion Date;

“Agreement” means this sale and purchase agreement (as amended from time to time);

“Blink’s Stock Price” means dollar volume-weighted average price for Blink common stock on The Nasdaq Capital Market as calculated in accordance with clause 3.3(b);

“Business Day” means a day on which clearing banks are open in London for ordinary banking business, excluding Saturdays, Sundays and any day which is a public holiday in England and Wales or the Netherlands;

“Buyer’s Announcement” means the announcement in relation to the Proposed Transaction to be released by the Buyer;

“Buyer Payment” means any amount payable by the Buyer or any other member of the Buyer’s Group including any such amounts satisfied by way of Cash Consideration, the issue and allotment of Completion Consideration Shares and/or Earn-Out Consideration Shares to any of the Sellers (or any of their connected persons) under or in connection with any of the Transaction Documents;

“Buyer’s Group” means the Buyer, its subsidiaries, the ultimate holding company of the Buyer and any subsidiary of the ultimate holding company of the Buyer from time to time, each being “a member of the Buyer’s Group”;

“Buyer’s Solicitors” means Burges Salmon LLP of One Glass Wharf, Bristol BS2 0ZX;

“Calnan Family Loans” means:

“Cash Consideration” has the meaning given to it in clause 3.1(a);

“CBILS Loan” means the loan facility of up to £458,000 provided to EB Charging Ltd under the Coronavirus Business Interruption Scheme the terms of which are set out in document 4.1.3 of the Data Room;

“CJRS” means the Coronavirus Job Retention Scheme established and governed by the CJRS Treasury Directions;

“CJRS Treasury Directions” means the CJRS Treasury Directions made under sections 71 and 76 of the Coronavirus Act 2020;

“Claim” means any claim for breach of any of the Warranties, other than a Fundamental Warranty Claim;

“Claims Amount” means the aggregate sum of £8,000,000;

“Companies Acts” means the Companies Acts as defined in section 2 of the Companies Act 2006;

“Company” means Electric Blue Limited, details of which are set out in Part A of Schedule 2;

“Completion” means completion of the sale and purchase of the Shares in accordance with this Agreement;

“Completion Date” means the date of this Agreement;

“Confidential Information” means all information relating to the business, customers, financial or other affairs of the Company or any other Group Company which is not in the public domain (including information concerning future proposals, business plans and sales targets);

“Completion Consideration Shares” means the shares of common stock, par value $0.001 per share, of Blink, to be issued by Blink to the Sellers on Completion in accordance with clause 4 with an aggregate value equal to £2,500,000;

“Consideration Shares” means the Completion Consideration Shares, the Escrow Shares and the Earn-Out Consideration Shares;

“Contract” means any contract, agreement, arrangement, obligation, understanding, commitment or liability to which any Group Company is party and which creates legally binding obligations on that Group Company (but excluding any contract relating to an EB Site);

“Counsel” means a barrister (qualified to practice in England and Wales) of not less than 10 years standing, having experience in claims similar to the Outstanding Claim;

“COVID-19” means the 2019 outbreak of the novel coronavirus disease;

“CTA 2009” means the Corporation Tax Act 2009;

“CTA 2010” means the Corporation Tax Act 2010;

“Data Protection Laws” has the meaning set out in paragraph 19.2 of Part B of Schedule 4;

“Data Room” means the electronic data room comprising the documents and other information made available by the Sellers to the Buyer contained on the Project Xenon USB memory stick as listed on the data room index in the Agreed Form attached to the Disclosure Letter;

“Deeds of Release and Termination” means the deeds of release and termination in the Agreed Form in respect of all security granted by certain Group Companies under the Existing Facilities and certain Group Companies’ obligations under the Existing Facilities to be entered into on the Completion Date;

“Disclosed” means fairly disclosed (in such a manner and with sufficient details to enable a reasonable buyer of a company to make an informed assessment of the nature and scope of the matter disclosed) in or under the Disclosure Letter;

“Disclosure Letter” means the disclosure letter of the same date as this Agreement from the Sellers to the Buyer;

“Draft Earn-Out Statement” has the meaning given to it in Part A of Schedule 10;

“Due Amount” means the amount (if any) due for payment by any relevant Sellers to the Buyer in respect of a Qualifying Claim;

“Earn-Out Consideration Amount” has the meaning given to it in Part A of Schedule 10;

“Earn-Out Consideration Shares” means the shares of common stock, par value $0.001 per share, of Blink, to be issued by Blink to the Sellers in accordance with clause 5 and Schedule 10 hereof;

“Earn-Out Period” has the meaning given to it in Part A of Schedule 10;

“EB Sites” means the sites described in Part A of Schedule 6;

“Encumbrance” means any security, mortgage, charge, pledge, assignment, title retention, lien, assignation, hypothecation or other form of security, trust, right of set off or other third party right, claim or encumbrance including any right of option or pre-emption howsoever created or arising or any other agreement or arrangement having similar effect (or an agreement or commitment to create any of them);

“Escrow Account” means the escrow account to be opened in the name of the Escrow Agent and operated in accordance with the terms of the Escrow Agreement;

“Escrow Agent” means JP Morgan Chase Bank;

“Escrow Agreement” means the escrow agreement in the Agreed Form between the Sellers, the Buyer and the Escrow Agent in respect of the Escrow Account;

“Escrow Amount” means £500,000;

“Escrow Fund” means the Escrow Amount (or any part thereof as the case may be) plus all interest accruing on the same from time to time less all amounts deducted from the same from time to time, in each case in accordance with Schedule 8;

“Escrow Shares” means shares of Blink common stock with par value $0.001 per share, with a value equal to £500,000, that would otherwise be issuable as part of the Completion Consideration Shares or the Earn-out Consideration Shares (as applicable) less all amounts deducted from the same from time to time, in each case in accordance with Schedule 8;

“Escrow Shares Release Date” means the date falling 18 months from the Completion Date;

“Ethex Bond Agreement” means the agreement entered into on 10 April 2019 between Electric Blue Limited and the bondholders (as defined therein) in the form set out at document 4.1.6 of the Data Room;

“Ethex Bond Repayment Date” means the date 90 calendar days from the Completion Date;

“Exchange Rate” means, with respect to a particular currency for a particular day, the spot rate of exchange (the closing mid-point) for that currency into sterling on such date as published in the London edition of the Financial Times first published thereafter or, where no such rate is published in respect of that currency for such date, at the rate quoted by Barclays Bank plc as at the close of business in London on such date;

“Existing Facilities” means:

“EV to Equity Bridge” means the excel spreadsheet in Agreed Form between the parties named “EV to Equity Bridge”;

“Flexible Furlough” means a period of Furlough during which employees also work on a part-time basis, and “Flexibly Furloughed” shall be interpreted accordingly;

“Fondcroft Parties” has the meaning given to it in clause 13.6(h) of this Agreement;

“Fundamental Warranties” means the Warranties set out in Part A of Schedule 4;

“Fundamental Warranty Claim” means a claim for breach of any of the Fundamental Warranties;

“Furlough” means a temporary period of leave which satisfies the terms of the CJRS during which employees are not working but are kept on the payroll, and “Furloughed” shall be interpreted accordingly;

“General Warranty Claim” means a claim for breach of the Warranties set out in Part B of Schedule 4;

“Group” means the Company and the Subsidiaries and “Group Company” and “member of the Group” means any one of them;

“Guarantee” means any guarantee, suretyship, indemnity, letter of comfort or other assurance, security or right of set off given or undertaken by a person (whether directly or by way of counter indemnity) to secure or support the obligations (actual or contingent) of any other person;

“HMRC” means HM Revenue & Customs (and any successor(s) to it);

“IHTA 1984” means the Inheritance Tax Act 1984;

“Indemnity Claim” means any claim under any indemnity contained in clause 11;

“Intellectual Property Rights” means all patents, trade marks, service marks and design rights (in each case whether or not registered or capable of registration), moral rights, copyright, rights in databases, utility models and all similar property rights, together with the rights subsisting in inventions, designs, drawings, processes, software and computer programmes, topography rights, know-how, trade or business secrets, business, brand or domain names or logos, confidential information (including the Confidential Information), rights in get-up and trade dress, goodwill or the style of presentation of goods or services or any similar right or asset or process capable of protection anywhere in the world including applications and the right to apply for registration or protection of the same;

“ITA 2007” means the Income Tax Act 2007;

“ITEPA 2003” means the Income Tax (Earnings and Pensions) Act 2003;

“Investment and Shareholders’ Agreement” means the investment and shareholders’ agreement dated 6 January 2020 in respect of the Company, as subsequently amended and varied from time to time including pursuant to a deed of variation dated 13 July 2020;

“Leakage” means each and any of the following:

at any time during the period from the Locked Box Accounts Date up to (and including) Completion; and

but excluding any Permitted Leakage;

“Leakage Claim” a claim under the undertakings given by the Sellers in clause 7.1;

“Leasehold Properties” means the leasehold properties set out in Part C of Schedule 6 and “Leasehold Property” means any one of them or part or parts of any one of them;

“Liability Amount” has the meaning given in clause 31.2(a);

“Locked Box Accounts” means the unaudited accounts of the Company and the Group as at the Locked Box Accounts Date, a copy of which is contained in the “locked box balance sheet” tab of the document at 20.8.1 of the Data Room;

“Locked Box Accounts Date” means 31 December 2021;

“Lock-up Agreement” means the Lock-Up Agreement in the form annexed hereto as Schedule 12, to be entered into by each of the Sellers and Blink on Completion setting out the restrictions on dispositions during the Lock-up Period in respect of the Consideration Shares;

“Lock-up Period” has the meaning given to it in clause 4.1;

“Losses” means any and all losses, liabilities, damages, compensation, awards, costs (including legal costs), charges, fines, penalties, expenses, actions, proceedings, claims and demands, in each case of any nature whatsoever;

“M Bull and T Mazzone Proceeds” means an amount equal to £21,720.83 to be paid by the Buyer to the Company to allow the Company to pay to M Bull and T Mazzone such amount less any applicable Tax in consideration for the sale of their Shares in accordance with clause 3.1(d);

“Management Accounts” means the management accounts relating to each Group Company and the consolidated management accounts for the Group for each complete month from the Accounts Date to and including February 2022;

“Option Documents” means the documents relating to the exercise by the Optionholders of the Options, each in the Agreed Form;

“Optionholders” has the meaning given in clause 6;

“Options” has the meaning given in clause 6;

“Outstanding Claim” means a Relevant Claim that has been notified by the Buyer to any of the Sellers or the Sellers’ Representative, but which is not yet a Qualifying Claim or a Seller Determined Claim at the time that the relevant Buyer Payment is due and payable;

“Pension Scheme” has the meaning given in paragraph 11.1 of Part B of Schedule 4;

“Permitted Leakage” means the permitted payments, agreements, arrangements and other matters or circumstances set out or described in Schedule 11;

“Permitted Representatives” means:

“Pre-Contractual Statement” has the meaning given to it in clause 27.3;

“Properties” means the Leasehold Properties and the EB Sites and “Property” means any one of them or any part or parts of any one of them;

“Proposed Transaction” means the sale and purchase of the Shares contemplated by this Agreement;

“Purchase Price” means the aggregate purchase price for the Shares as set out in clause 3.1

“Qualifying Claim” means a Relevant Claim:

“Related Person” means in relation to a Seller any of that Seller’s connected persons, provided that for these purposes:

“Release Date” means the first anniversary of the Completion Date;

“Relevant Claim” means any claim by the Buyer against any of the Sellers under any of the Transaction Documents;

“Relevant Optionholders” means each of David Gee, Matthew Bill, Tony Mazzone and Trevor Watt;

“Relief” has the meaning given to it in the Tax Schedule;

“Reserved Sum” has the meaning given in clause 31.2(a);

“Respective Proportions” means, in relation to the Sellers, the proportions set out opposite their respective names in column 4 of the table in Schedule 1;

“Seller Determined Claim” means a Relevant Claim:

“Seller Payment” means any amount payable by any of the Sellers (or any of their connected persons) to the Buyer or any other members of the Buyer’s Group under or in connection with any of the Transaction Documents except in connection with a Relevant Claim;

“Sellers’ Announcement” means the announcement in the Agreed Form in relation to the Proposed Transaction to be released by the Sellers;

“Sellers’ Nominated Account” means the Sellers’ Solicitors’ bank account at:

or, in relation to any payment to be made following Completion, such other bank account as notified by the Sellers’ Representative to the Buyer in writing at least three Business Days prior to the date on which the relevant payment is due;

“Sellers’ Representative” means Alexander James Calnan or such other person appointed from time to time in accordance with the provisions of clause 25;

“Sellers’ Solicitors” means Birketts LLP of 106 Leadenhall Street, London EC3A 4AA

“Shareholder Loans” means the shareholder loans made by: (i) Kenya Matsumoto in the sum of £200,000; and (ii) Hard Yards Global Limited in the sum of £200,000 secured pursuant to their respective Existing Facilities;

“Shares” means the shares capital of the Company set out against each Seller’s name in the table in Schedule 1 which together comprise the entire issued share capital of the Company;

“Simon Blagden” means Simon Blagden of 9 Great Chesterford Court, London Road, Great Chesterford, Essex, CB10 1PF, United Kingdom

“Subsidiaries” means the subsidiaries of the Company, details of which are set out in Part B of Schedule 2;

“Surviving Obligations” means any liability, obligation or commitment arising:

details of which have been Disclosed;

“Tax” and “Taxation” have the meaning given to those terms in the Tax Schedule;

“Tax Authority” and “Taxation Authority” have the meaning given to those terms in the Tax Schedule;

“Tax Claim” means any Tax Covenant Claim and/or any Tax Warranty Claim;

“Tax Covenant” means the covenants given by the Sellers in paragraph 2 of the Tax Schedule;

“Tax Covenant Claim” means any claim under the Tax Covenant;

“Tax Schedule” means Schedule 7;

“Tax Warranties” means the Warranties set out in Part C of Schedule 4;

“Tax Warranty Claim” means any claim for breach of any of the Tax Warranties;

“TCGA 1992” means the Taxation of Chargeable Gains Act 1992;

“Transaction Documents” means this Agreement, the Disclosure Letter and any other documents in the Agreed Form;

“Transfer Agent” means Worldwide Stock Transfer LLC of One University Plaza, Suite 505, Hackensack, NJ 07601;

“Transfer Requirements” means complying with the U.S. Securities and Exchange Commission (“SEC”) Rule 144 exemption, which allows public resale of restricted stock by a non-affiliate of the issuer under certain circumstances after retaining the Consideration Shares for a six (6) month holding period (subject to the current public information requirement) and no such current information requirement after one year. The following documentation must be provided to Blink’s Transfer Agent following the holding period to remove the restrictive legend on the Consideration Shares in connection with the resale: (i) a legal opinion letter; (ii) a seller representation letter; (iii) a broker representation letter; and (iv) payment of a standard processing fee;

“Undertaking” means the undertaking issued by the Buyer’s Solicitors to the Sellers’ Solicitors on or about the date hereof in the Agreed Form;

“US Escrow Agreement” means the US escrow agreement in the Agreed Form between the Sellers, the Buyer and the US Escrow Agent in respect of the Escrow Shares;

“US Escrow Agent” means Olshan Law;

“VATA” has the meaning given to it in the Tax Schedule; and

“Warranties” means the warranties given pursuant to clause 9 and set out in Schedule 4.

provided that, as between the parties, no such amendment, consolidation or re-enactment made after the Completion Date shall apply for the purposes of this Agreement if and to the extent that it would impose any new or increased liability on any party;

“Option Exercise Amount” means the amount payable by each Optionholder to exercise their Options, as set out opposite their name in the column entitled “Option Exercise Amount” in the Options Table;

“Option Tax Amount” means the income tax and employee’s National Insurance contributions (or equivalent charges in any jurisdiction) calculated as arising on exercise of the Options by each Optionholder and as set out opposite their name in the column entitled “Option Tax Amount” of the Options Table;

“Option Withheld Amount” has the meaning given in clause 6.2;

“Optionholders” means the persons listed in the Options Table;

“Options Table” means the table at Schedule 13 setting out details of the Options, including the Option Exercise Amount and Option Tax Amount for each Optionholder;

“Options” means the options granted by the Company to the Optionholders pursuant to the terms of Share Scheme 1 and the subsequent option agreements entered into between such Optionholders and the Company true and complete copies of which are contained in the Data Room; and

“Share Scheme 1” means the Company’s EMI option scheme dated 20 June 2019.

in each case as at the date of this Agreement.

and this clause 10.2 shall have overriding effect against all other provisions of this Agreement. 

“Acting in Concert” means, in relation to a group of persons who pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition by any of them, either directly or indirectly, of shares or securities in a company.

“Competitive Business”: means a business whose primary operations are:

in the Prohibited Area in competition with all or any part of the business of any Group Company as carried on at or during the 24 months prior to Completion.

“Customer” means any person, firm, company or other organisation whatsoever to whom or which any Group Company distributed, sold or supplied its products and/or its services at, or during the 24 months prior to, Completion;

“Prohibited Area” means the United Kingdom and Ireland;

“Prospective Customer” means any person, firm, company or other organisation whatsoever with whom or which any Group Company had negotiations or discussions regarding the possible distribution, sale or supply of its products or services at, or during the 24 months prior to, Completion;

“Restricted Products” means:

“Restricted Services” means:

“Senior Employee” means an employee of any Group Company who:

“Supplier” means any person, firm, company or other organisation whatsoever who supplied goods or services to any Group Company at, or during the 24 months prior to, Completion.

all Contracts between each Group Company and the Sellers (or any of their connected persons) shall be terminated on and with effect from Completion without any liability under such Contracts or as a result of such termination, notwithstanding any notice periods and or termination obligations which would otherwise need to be complied with under such Contracts.

and the Sellers shall indemnify the Buyer from and against, and undertake to pay to the Buyer on demand a sum equal to, any and all Losses suffered or incurred by the Buyer or any Group Company arising as a result of or in connection with any failure of the Sellers to comply with their obligations under this clause 17.1.

and shall use all reasonable endeavours to prevent the unauthorised use or disclosure of any such information.

and is reasonably required for purposes connected with this Agreement or any of the other Transaction Documents and the relevant Permitted Representatives are made aware of the confidential nature of the relevant information;

the relevant Sellers shall use all reasonable endeavours to procure the absolute and unconditional release of each Group Company (without cost to any Group Company) from such Guarantee. Following Completion and pending the release of all Guarantees referred to in this clause 21 the relevant Sellers shall indemnify the Buyer from and against, and undertake to pay to the Buyer on demand a sum equal to, any and all Losses suffered or incurred by the Buyer or any Group Company arising out of or in connection with any such Guarantee.

or, subject to clause 25.3 in relation to the Sellers’ Representative, such other address in the United Kingdom a party may notify to the other parties from time to time, provided that notice of any change shall only be effective on the date falling five Business Days after it is delivered or served in accordance with this clause 24 or such later date, if any, specified in the notice of change.

provided that in relation to delivery or service by hand, in any case where delivery or service would be deemed to have taken place after 5.00 p.m. on a Business Day and before 10.00 a.m. on the next Business Day, such Notice shall be deemed to have been delivered or served at 10.00 a.m. on the latter of such Business Days.

shall constitute a good and complete discharge to the Buyer in respect of its obligation to pay such amounts and the Buyer shall not be concerned with the distribution of the monies so paid or be answerable for the loss or misapplication of such sum.

and the Sellers and the Buyer shall procure that such connected persons or the Buyer’s Group respectively shall comply with and give effect to this clause 31 as if they were party to this Agreement.

each DocuSign® or other electronic, faxed, scanned or photocopied manual signature shall for all purposes have the same validity, legal effect and admissibility in evidence as an original manual signature and the parties hereby waive any objection to the contrary.

This Agreement may be entered into in the form of any number of counterparts, each executed by one or more of the parties, all of which taken together shall constitute one and the same instrument.

IN WITNESS whereof this Agreement has been entered into as a deed on the date set out on page 1.

Schedule 3

Completion Arrangements

Part A

Sellers’ obligations on Completion

Shares and shares in Subsidiaries

Books and records

Release of security and banking arrangements

Resignations

Property documents

Other Transaction Documents