CONVERSION
AGREEMENT


 


THIS
CONVERSION AGREEMENT (the “Agreement”) is made and entered into effective as of August 23, 2017, by and
between Blink Charging Co. (f/k/a Car Charging Group, Inc.), a Nevada corporation (the “Company”) and Michael
Farkas, the Executive Chairman of the Company.


 


WHEREAS,
the Company is currently in the process of pursuing: (i) a public offering of its securities; and (ii) the listing of its
shares of common stock on the Nasdaq Capital Market or other national securities exchange (collectively, the “Offering”);


 


WHEREAS,
Joseph Gunnar & Co (the “Underwriter”) is leading the Offering;


 


WHEREAS,
pursuant to that certain Third Amendment to Executive Employment Agreement between the Company and Mr. Farkas, dated June
15, 2017 (the “Third Amendment”), the Company owes to Mr. Farkas, as of August 23, 2017, the amounts listed
on Schedule A for pre-June 2017 compensation;


 


WHEREAS,
pursuant to the Third Amendment, the Company owes Mr. Farkas, as of August 23, 2017, the amounts listed on Schedule B
for post-June 2017 compensation;


 


WHEREAS,
as disclosed in the Third Amendment, the Company owes Mr. Farkas, the amount listed on Schedule C for the period of
July 2015 through November 2015;


 


WHEREAS,
Mr. Farkas is the sole owner of an entity called The Farkas Group Inc. (“FGI”) and FGI has lent money to
the Company. The Company owes FGI, as of August 23, 2017, the amount listed on Schedule D;


 


WHEREAS,
the total debt owed to Mr. Farkas and FGI is $1,710,601 (the “Total Liability”);


 


WHEREAS,
in connection with the Offering, the Underwriter has asked the Company and Mr. Farkas to convert the Total Liability into
securities of the Company;


 


WHEREAS,
Mr. Farkas has agreed to convert, pursuant to previous agreements, the amount of the Total Liability listed on Schedule
E ($690,000) into securities of the Company; and


 


WHEREAS,
Mr. Farkas has agreed to convert, pursuant to this Agreement, the amount of the Total Liability listed on Schedule F
(the “Debt”) ($315,000) into securities of the Company.


 


NOW,
THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


		1.	Conversion
                                         of the Debt. The Company and Mr. Farkas hereby agree that upon the closing of the
                                         Offering, the Debt shall be converted into that number of shares of the Company’s
                                         common stock, par value $0.001 per share (the “Common Stock”), determined
                                         by the following formula: the Debt amount (i) multiplied by a factor of 115 and then
                                         (ii) divided by 80% of the per share price of Common Stock or the per unit price of the
                                         units sold in the Offering (the “Automatic Conversion”). Upon the
                                         triggering of the Automatic Conversion, the Company shall send Mr. Farkas prompt written
                                         notice (the “Automatic Conversion Notice”) specifying the conversion
                                         price and date upon which such conversion was effective (the “Effective Date”)
                                         and the number of restricted shares of Common Stock to be issued to Mr. Farkas upon conversion.
                                         The conversion price shall be specified in the Automatic Conversion Notice.



 


		2.	Modification
                                         of Terms. If, and whenever, prior to the Effective Date, the Company, pursuant to
                                         a conversion agreement (whether entered into prior to, on, or after August 23, 2017)
                                         for any securities of the Company including, but not limited to, a warrant, option, a
                                         convertible note, or convertible preferred stock, is notified of and implements a conversion
                                         that is or will be more favorable to the holder of such securities than the terms of
                                         conversion for Mr. Farkas in Section 1 of the Agreement, then (i) the Company shall provide
                                         notice thereof to Mr. Farkas following the occurrence thereof and (ii) the terms of conversion
                                         in Section 1 shall be, without any further action by Mr. Farkas or the Company, automatically
                                         amended and modified in an economically and legally equivalent manner such that Mr. Farkas
                                         shall receive the benefit of the more favorable terms set forth in any such conversion
                                         agreement.



 






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		3.	Expiration
                                         of this Agreement. If the Offering does not close by 5:00 PM Eastern Standard Time
                                         on December 29, 2017, this Agreement shall expire and the Company shall again owe the
                                         Debt, without any interest, to Mr. Farkas.



 


		4.	Conflicts.
                                         In the event that there is a conflict between the provisions of this Agreement and the
                                         Third Amendment, the terms stated herein shall prevail.



 


		5.	Counterparts.
                                         This Agreement may be executed in any number of counterparts, including facsimile and
                                         scanned versions, each of which when so executed shall be deemed an original and all
                                         of which shall constitute together one and the same instrument, and shall be effective
                                         upon execution by all of the parties.



 


IN
WITNESS WHEREOF, the parties have executed this Conversion Agreement.


 


	BLINK
    CHARGING CO. 	 	MICHAEL
    FARKAS
	 	 	 	 
	By:
    	 	 	 
	 	Michael
    J. Calise, Chief Executive Officer	 	 


 






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Schedule
A – Third Amendment Pre-June 2017 Compensation


 


	Type	 	Amount
	 	 	 
	Accrued
    Monthly Cash Compensation	 	$270,000
	Accrued
    Monthly Stock Compensation	 	$270,000
	Accrued
    Commissions on Hardware Sales	 	$256,500
	Accrued
    Commissions on Revenue from Charging Stations	 	$118,500
	 	 	 
	Total	 	$915,000


 






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Schedule
B – Third Amendment Post-June 2017 Compensation


 


	Type	 	Amount
	 	 	 
	Salary
    Cash Compensation for June through August 2017	 	$45,000
	Stock
    Cash Compensation for June through August 2017	 	$45,000
	 	 	 
	Total	 	$90,000


 






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Schedule
C – July 2015 through November 2015 Compensation


 


	Type	 	Amount
	 	 	 
	July
    2015 through November 2015 Cash Compensation 	 	$80,000


 






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Schedule
D – FGI Promissory Notes


 


	Type	 	Amount
	 	 	 
	June
    29, 2016 	 	$95,000
    (Principal) + $17,147.50 (Interest) = $112,147.50
	July
    27, 2016 	 	$200,000
    (Principal) + $33,336.99 (Interest) = $233,336.99
	August
    15, 2016 	 	$100,000
    (Principal) + $15,731.51 (Interest) = $115,731.51
	September
    1, 2016 	 	$15,000
    (Principal) + $2,233.97 (Interest) = $17,233.97
	September
    9, 2016 	 	$35,000
    (Principal) + $5,074.52 (Interest) = $40,074.52
	September
    16, 2016 	 	$50,000
    (Principal) + $7,076.71 (Interest) = $57,076.71
	June
    15, 2017	 	$50,000
    (Principal) + $205.48 (Interest) = $50,205.48
	 	 	 
	Total	 	$625,601


 






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Schedule
E – Amounts Being Converted Pursuant to Previous Agreement


 


	Type	 	Amount
	 	 	 
	Accrued
    Monthly Stock Compensation	 	$270,000
	Accrued
    Commissions on Hardware Sales	 	$256,500
	Accrued
    Commissions on Revenue from Charging Stations	 	$118,500
	Stock
    Cash Compensation for June through August 2017	 	$45,000
	 	 	 
	Total	 	$690,000


 






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Schedule
F – Amounts Being Converted Pursuant to this Agreement


 


	Type	 	Amount
	 	 	 
	Accrued
    Monthly Cash Compensation	 	$270,000
	Salary
    Cash Compensation for June through August 2017	 	$45,000
	 	 	 
	Total	 	$315,000


 






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