Exhibit
4.3


 


BLINK
CHARGING CO.


 


Description
of the Securities Registered Pursuant to


Section
12 of the Securities Exchange Act of 1934


 


The
following description is a summary of the terms of our common stock and warrants, which are registered under Section 12(b) of
the Securities Exchange Act of 1934, as amended. The following description is qualified in its entirety by reference to our Articles
of Incorporation, as amended (“Articles of Incorporation”), and Bylaws, as amended (“Bylaws”), each of
which is incorporated by reference as an exhibit to this Annual Report on Form 10-K, and certain applicable provisions of the
Nevada Revised Statutes.


 


General


 


Our authorized capital
stock consists of 500,000,000 shares of common stock, par value $0.001 per share, and 40,000,000 shares of preferred stock, par
value $0.001 per share, of which 20,000,000 shares are designated as series A preferred stock, 10,000,000 shares are designated
as series B preferred stock, 250,000 shares are designated as series C preferred stock, 13,000 shares are designated as series
D preferred stock, and 9,737,000 shares are undesignated shares of preferred stock. As of March 27, 2020, 27,965,211
shares of common stock were issued and outstanding.


 


Common
Stock


 


Dividend
Rights. Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of
our common stock may, pursuant to Article VI of our Bylaws, receive dividends out of funds legally available if our board, in
its discretion, determines to issue dividends and then only at the times and in the amounts that our board may determine. We have
not paid any dividends on our common stock and do not contemplate doing so in the foreseeable future.


 


Voting
Rights. In accordance with Nevada Revised Statutes Section 78.350, holders of our common stock are entitled to one vote
for each share held on all matters submitted to a vote of stockholders. We have not provided for cumulative voting for the election
of directors in our Articles of Incorporation.


 


No
Preemptive or Similar Rights. In accordance with Nevada Revised Statutes Section 78.267, our common stock is not entitled
to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.


 


Right
to Receive Liquidation Distribution. In accordance with Nevada Revised Statutes Sections 78.565 to 78.620, if we become
subject to a liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders would be
distributable among the holders of our common stock and our participating preferred stock outstanding at that time, subject to
prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences
on any outstanding shares of preferred stock.


 


Fully
Paid and Non-Assessable. In accordance with NRS Sections 78.195 and 78.211 and the assessment of our board, all of the
outstanding shares of our common stock are fully paid and nonassessable.


 


Nasdaq
Capital Market. Our shares of common stock trade on The Nasdaq Capital Market under the symbol BLNK.


 


Transfer
Agent and Registrar. The transfer agent and registrar for our common stock is Worldwide Stock Transfer, LLC, Hackensack,
New Jersey.


 


Blank
Check Preferred Stock


 


We
are authorized to issue 40,000,000 shares of preferred stock, par value $0.001 per share. Pursuant to our Articles of Incorporation,
our board is authorized to authorize and issue preferred stock and to fix the designations, preferences and rights of the preferred
stock pursuant to a board resolution. Our board may designate the rights, preferences, privileges and restrictions of the preferred
stock, including dividend rights, conversion rights, voting rights, redemption rights, liquidation preference, sinking fund terms
and the number of shares constituting any series or the designation of any series.


 


Public
Warrants


 


In
February 2018, we issued warrants to purchase an aggregate of 8,706,000 shares of our common stock as part of a unit sold in our
initial public offering, having the following terms and provisions:


 




    	 	 	 



    	 



    




 


Exercisability.
The warrants are exercisable at any time after their original issuance and at any time up to the date that is five years
after their original issuance. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering
to us a duly executed exercise notice and, at any time a registration statement registering the issuance of the shares of common
stock underlying the warrants under the Securities Act is effective and available for the issuance of such shares, or an exemption
from registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately available
funds for the number of shares of common stock purchased upon such exercise. If a registration statement registering the issuance
of the shares of common stock underlying the warrants under the Securities Act is not effective or available and an exemption
from registration under the Securities Act is not available for the issuance of such shares, the holder may, in its sole discretion,
elect to exercise the warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number
of shares of common stock determined according to the formula set forth in the warrant. No fractional shares of common stock will
be issued in connection with the exercise of a warrant. In lieu of fractional shares, we will pay the holder an amount in cash
equal to the fractional amount multiplied by the exercise price.


 


Exercise
Limitation. A holder will not have the right to exercise any portion of the warrant if the holder (together with its affiliates)
would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect
to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants. However, any holder
may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage
shall not be effective until 61 days following notice from the holder to us.


 


Exercise
Price. The exercise price per whole share of common stock purchasable upon exercise of the warrants is $4.25 per share.
The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits,
stock combinations, reclassifications or similar events affecting our common stock and also upon any distributions of assets,
including cash, stock or other property to our stockholders.


 


Transferability.
Subject to applicable laws, the warrants may be offered for sale, sold, transferred or assigned without our consent.


 


Exchange
Listing. Our warrants trade on The Nasdaq Capital Market under the symbol “BLNKW.”


 


Warrant
Agent. The warrants were issued in registered form under a warrant agency agreement between Worldwide Stock Transfer,
LLC, as warrant agent, and us.


 


Fundamental
Transactions. In the event of a fundamental transaction, as described in the warrants and generally including any reorganization,
recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all
of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our
outstanding common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding
common stock, the holders of the warrants will be entitled to receive upon exercise of the warrants the kind and amount of securities,
cash or other property that the holders would have received had they exercised the warrants immediately prior to such fundamental
transaction.


 


Rights
as a Stockholder. Except as otherwise provided in the warrants or by virtue of such holder’s ownership of shares
of our common stock, the holder of a warrant does not have the rights or privileges of a holder of our common stock, including
any voting rights, until the holder exercises the warrant.


 


Governing
Law. The warrants and the warrant agency agreement are governed by New York law.


 


Anti-Takeover
Effects of Nevada Law and Our Articles of Incorporation and Bylaws 


 


Provisions
of the Nevada Revised Statutes and our Articles of Incorporation and Bylaws could make it more difficult to acquire us by means
of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below,
would be expected to discourage certain types of takeover practices and takeover bids our board may consider inadequate and to
encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection
of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us will outweigh
the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals
could result in an improvement of their terms.


 


Blank
Check Preferred. Our Articles of Incorporation permit our board to issue preferred stock with voting, conversion and exchange
rights that could negatively affect the voting power or other rights of our common stockholders. The issuance of our preferred
stock could delay or prevent a change of control of our company.


 




    	 	 	 



    	 



    




 


Board
Vacancies to be filled by Remaining Directors. Our Bylaws provide that casual vacancies on the board may be filled by
the remaining directors then in office.


 


Removal
of Directors by Stockholders. Our Bylaws and the Nevada Revised Statutes provide that directors may be removed with or
without cause at any time by a vote of two-thirds of the stockholders entitled to vote thereon, at a special meeting of the stockholders
called for that purpose.


 


Stockholder
Action. Our Bylaws provide that special meetings of the stockholders may be called by the board or such person or persons
authorized by the board.


 


Amendments
to our Articles of Incorporation and Bylaws. Under the Nevada Revised Statutes, our Articles of Incorporation may not
be amended by stockholder action alone. Amendments to our Articles of Incorporation require a board resolution approved by the
majority of the outstanding capital stock entitled to vote. Our Bylaws may only be amended by a majority vote of the stockholders
at any annual meeting or special meeting called for that purpose. Subject to the right of stockholders as described in the immediately
preceding sentence, the board has the power to make, adopt, alter, amend and repeal, from time to time, our Bylaws.


 


Nevada
Anti-Takeover Statute. We may be subject to Nevada’s Combination with Interested Stockholders Statute (Nevada Revised
Statutes Sections 78.411 to 78.444) which prohibits an “interested stockholder” from entering into a “combination”
with the corporation, unless certain conditions are met. An “interested stockholder” is a person who, together with
affiliates and associates, beneficially owns (or within the prior two years, did beneficially own) 10% or more of the corporation’s
capital stock entitled to vote.


 


Limitations
on Liability and Indemnification of Officers and Directors


 


The
Nevada Revised Statutes limit or eliminate the personal liability of directors to corporations and their stockholders for monetary
damages for breaches of directors’ fiduciary duties as directors. Our Bylaws include provisions that require the company
to indemnify our directors or officers against monetary damages for actions taken as a director or officer of our company. We
are also expressly authorized to carry directors’ and officers’ insurance to protect our directors, officers, employees
and agents for certain liabilities. Our Articles of Incorporation do not contain any limiting language regarding director immunity
from liability.


 


The
limitation of liability and indemnification provisions under Nevada Revised Statutes and in our Articles of Incorporation and
Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. These provisions
may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such
an action, if successful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate
our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach
of a director’s fiduciary duties. Moreover, the provisions do not alter the liability of directors under the federal securities
laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the
costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.


 


Authorized
but Unissued Shares


 


Our
authorized but unissued shares of common stock and preferred stock will be available for future issuance without stockholder approval,
except as may be required under the listing rules of any stock exchange on which our common stock is then listed. We may use additional
shares for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions
and employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could render more
difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.