{"url_path":"/sec/blnk/proxy/2026-05-20/000149315226024670","section_key":"body","section_title":"DEF 14A body","topic":"sec","document":{"doc_type":"DEF 14A","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1429764/0001493152-26-024670-index.html","accession_number":"0001493152-26-024670","cik":"0001429764","ticker":"BLNK","issuer_name":"Blink Charging Co.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1429764/0001493152-26-024670-index.html","primary_entity_key":"0001429764","primary_entity_name":"Blink Charging Co."},"word_count":29516,"has_tables":true,"body_markdown":"false\n0001429764\nDEF 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n**SECURITIES\nAND EXCHANGE COMMISSION**\n\n**Washington,\nD.C. 20549**\n\n \n\n**SCHEDULE\n14A**\n\n \n\n**Proxy\nStatement Pursuant to Section 14(a) of the**\n\n**Securities\nExchange Act of 1934**\n\n \n\nFiled\nby the Registrant ☒\nFiled\nby a Party other than the Registrant ☐\n\n \n\nCheck\nthe appropriate box:\n\n \n\n☐\nPreliminary\nProxy Statement\n\n \n \n\n☐\n**Confidential,\nfor Use of the Commission Only (as permitted by Rule 14a-6(e)(2))**\n\n \n \n\n☒\nDefinitive\nProxy Statement\n\n \n \n\n☐\nDefinitive\nAdditional Materials\n\n \n \n\n☐\nSoliciting\nMaterial Under Rule § 240.14a-12\n\n \n\n**BLINK\nCHARGING CO.**\n\n(Name\nof Registrant as Specified in its Charter)\n\n \n\n(Name\nof Person(s) Filing Proxy Statement, if other than the Registrant)\n\n \n\nPayment\nof Filing Fee (Check all boxes that apply):\n\n \n\n☒\nNo\nfee required\n\n \n \n\n☐\nFee\npaid previously with preliminary materials\n\n \n \n\n☐\nFee\ncomputed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11\n\n \n\n \n\n \n\n \n\n \n\n \n\n**BLINK\nCHARGING CO.**\n\n17301\nMelford Blvd.\n\nBowie,\nMaryland 20715\n\n \n\n**NOTICE\nOF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS**\n\n**TO\nBE HELD ON JUNE 30, 2026**\n\n \n\n**To\nthe Stockholders of Blink Charging Co.**\n\n \n\nNOTICE\nIS HEREBY GIVEN that the 2026 Annual Meeting (the “Annual Meeting”) of Stockholders of Blink Charging Co., a Nevada corporation\n(the “Company”), will be held virtually on June 30, 2026, at 9:00 a.m., Eastern time, for the following purposes:\n\n \n\n \n1.\nElect\nfour directors to the Board of Directors of Blink Charging Co. (the “Board”) for a one-year term of office expiring at\nthe 2027 Annual Meeting of Stockholders, with the nominees for election being Ritsaart J.M. van Montfrans, Michael C. Battaglia,\nJack Levine and Glen Moller.\n\n \n2.\nTo\napprove an amendment to the Company’s 2018 Incentive Compensation Plan increasing the number of shares of common stock reserved\nfor issuance thereunder by 10,000,000 shares, to a new total of 17,000,000 shares\n\n \n3.\nApprove,\non a non-binding advisory basis, the compensation paid to the Company’s named executive officers.\n\n \n4.\nRatify\nthe appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2026.\n\n \n5.\nTransact\nsuch other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.\n\n \n\nThe\nforegoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders.\n\n \n\nThe\nBoard has fixed the close of business on April 30, 2026 as the record date for the determination of stockholders entitled to notice of,\nand to vote at, this Annual Meeting and any continuation, postponement or adjournment thereof. Whether or not you plan on attending the\nAnnual Meeting, we encourage you to submit your proxy as soon as possible using one of three convenient methods: (i) by accessing the\nInternet site described in the voting instruction form provided to you, (ii) by calling the toll-free number in the voting instruction\nform provided to you, or (iii) by signing, dating and returning any proxy card or instruction form provided to you.\n\n \n\nWe\nhave elected to take advantage of the Securities and Exchange Commission’s rule that allows us to furnish our proxy materials to\nour stockholders over the Internet. We believe electronic delivery will expedite the receipt of materials and, by printing and mailing\na smaller volume, will reduce the environmental impact of our Annual Meeting materials and help lower our costs. On or about May 21,\n2026, a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) will be mailed to our\nstockholders. This Notice of Internet Availability will contain instructions on how to access the Notice of Annual Meeting, the Proxy\nStatement and our 2025 Annual Report on Form 10-K to stockholders online. You will not receive a printed copy of these materials unless\nyou specifically request one. The Notice of Internet Availability contains instructions on how to receive a paper copy of the proxy materials.\n\n \n\n \nBy\nOrder of the Board of Directors,\n\n \n \n\n \n\n \nRitsaart\nJ.M. van Montfrans\n\n \nChairman\n\nBowie,\nMaryland\n \n\nMay\n20, 2026\n \n\n \n\n \n\n \n\n \n\n**You\nmay vote in the following ways:**\n\n \n\n \n\n \n\nVOTE\nBY INTERNET\n\nwww.cleartrustonline.com/blnk\n\n \n\nVOTE\nBY PHONE –\n\n1-813-235-4490\n\n \n\nVOTE\nBY MAIL –\n\nenvelope\nincluded\n\n \n \n \n \n \n\nUse\nthe Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern time, the\nday before the meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your\nrecords and to create an electronic voting instruction form.\n \nUse\nany touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern time, the day before the meeting date.\nHave your proxy card in hand when you call and then follow the instructions.\n \nMark,\nsign and date your proxy card and return it in the postage-paid envelope we have provided or return it to ClearTrust, LLC, 16540\nPointe Village Drive, Suite 210, Lutz, Florida 33558.\n\n \n\n**ELECTRONIC\nDELIVERY OF FUTURE PROXY MATERIALS**\n\n \n\nIf\nyou would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy\nstatements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow\nthe instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically\nin future years.\n\n \n\n1\n\n \n\n \n\n**PROXY\nSTATEMENT SUMMARY**\n\n \n\nThis\nsummary contains highlights about the upcoming 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Blink Charging\nCo. (the “Company,” “Blink,” “we,” “us” or “our”). This summary does not\ncontain all of the information that you should consider in advance of the meeting and we encourage you to read the entire Proxy Statement\nbefore voting.\n\n \n\n**2026\nAnnual Meeting of Stockholders**\n\n \n\n**Date\nand Time:**\n \nJune\n30, 2026 at 9:00 a.m., Eastern time\n\n \n \n \n\n**Location:**\n \nVia\nlive webcast at www.cleartrustonline.com/blnk\n\n \n \n \n\n**Record\nDate:**\n \nApril\n30, 2026\n\n \n \n \n\n**Mail\nDate:**\n \nWe\nintend to mail a Notice of Internet Availability of Proxy Materials to our stockholders on or about May 21, 2026\n\n \n\n**Voting\nMatters and Board Recommendations**\n\n \n\n**Proposal\nNo.**\n \n**Proposals**\n \n**Recommendation\nof the Board**\n\n(1)\n \nThe\nelection of four directors to serve on our Board for a one-year term of office expiring at the 2027 Annual Meeting of Stockholders.\n \n\n**FOR**\n\neach\nDirector Nominee\n\n \n \n \n \n \n\n(2)\n \nThe\napproval of an amendment to the Company’s 2018 Incentive Compensation Plan (the “Plan”) increasing the number of\nshares of common stock reserved for issuance thereunder by 10,000,000 shares, to a new total of 17,000,000 shares.\n \n**FOR**\n\n \n \n \n \n \n\n(3)\n \nTo\napprove, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers.\n \n**FOR**\n\n \n \n \n \n \n\n(4)\n \nThe\nratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December\n31, 2026.\n \n**FOR**\n\n \n\nOnly\nholders of record of our common stock, par value $0.001 per share (the “Common Stock”), at the close of business on April\n30, 2026 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. On the Record Date, there were\nissued and outstanding approximately 143,654,808 shares of our Common Stock.\n\n \n\nEach\nshare of Common Stock entitles the holder thereof to one vote. This Proxy Statement is dated as of May 20, 2026 and is first being sent\nout or otherwise made available to stockholders of record on or about May 21, 2026.\n\n \n\n2\n\n \n\n \n\n**GENERAL\nINFORMATION**\n\n \n\n**Our\nCompany**\n\n \n\nBlink\nCharging Co., through its consolidated subsidiaries, is a leading owner, operator, and provider of electric vehicle (“EV”)\ncharging equipment and networked EV charging services in the rapidly growing U.S. and international markets for EVs. Blink offers EV\ncharging equipment and services, enabling EV drivers to recharge at various locations. Blink’s principal line of products and services\nis its Blink EV charging networks (the “Blink Network”) and Blink EV charging equipment and other EV-related services. The\nBlink Network is a proprietary, cloud-based system that operates, maintains, and manages Blink charging stations and handles the associated\ncharging data, back-end operations, and payment processing. The Blink Network provides fleets, property owners, managers, parking companies,\nand state and municipal entities (“Property Partners”), among other types of commercial customers, with cloud-based services\nthat enable the remote monitoring and management of EV charging stations. The Blink Network also provides EV drivers with vital station\ninformation, including station location, availability, and fees (as applicable).\n\n** **\n\n**Information\nConcerning Voting and Solicitation**\n\n \n\nThe\nenclosed proxy is solicited on behalf of the Board of Directors of Blink Charging Co., a Nevada corporation, for use at our 2026 Annual\nMeeting of Stockholders, to be held on June 30, 2026 at 9:00 a.m., Eastern time, or at any continuation, postponement or adjournment\nthereof, for the purposes discussed in this Proxy Statement and any business properly brought before the Annual Meeting. Proxies are\nsolicited to give all stockholders of record an opportunity to vote on matters properly presented at the Annual Meeting. The Annual Meeting\nwill be held via live webcast at www.cleartrustonline.com/blnk.\n\n \n\nOur\nproxy materials are available electronically at *www.cleartrustonline.com/blnk*. At this website, you will find a complete set of\nthe proxy materials including the Proxy Statement, 2025 Annual Report and form proxy card. You are encouraged to access and review all\nof the information contained in the proxy materials before submitting a proxy or voting at the meeting.\n\n \n\n**Who\nCan Vote**\n\n \n\nThe\nBoard has set April 30, 2026 as the Record Date for the Annual Meeting. You are entitled to notice and to vote if you were a stockholder\nof record of our Common Stock as of the close of business on April 30, 2026. You are entitled to one vote on each proposal for each share\nof Common Stock you held on the Record Date. Your shares may be voted at the Annual Meeting only if you are present in person or your\nshares are represented by a valid proxy.\n\n \n\n**Difference\nbetween a Stockholder “of Record” and a “Street Name” Holder**\n\n \n\nIf\nyour shares are registered directly in your name, you are considered the stockholder of record with respect to those shares.\n\n \n\nIf\nyour shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee\nis considered to be the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner\nof those shares, and your shares are said to be held in “street name.” Street name holders generally cannot submit a proxy\nor vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares. Stockholders\nwhose shares are held in street name through a brokerage account may receive separate forms or instructions from their respective brokers\nfor voting purposes. Stockholders are encouraged to consult with their brokers or review any additional materials provided by their brokers\nin conjunction with this proxy statement.\n\n \n\n3\n\n \n\n \n\n**Shares\nOutstanding and Quorum**\n\n \n\nAt\nthe close of business on April 30, 2026, there were 143,654,808 shares of our Common Stock outstanding and entitled to vote at the Annual\nMeeting. The presence of holders of one-third, or 33.34%, of the outstanding shares of our Common Stock entitled to vote constitutes\na quorum, which is required to hold and conduct business at the Annual Meeting. Shares are counted as present at the Annual Meeting if:\n\n \n\n \n●\nyou\nare present in person at the Annual Meeting; or\n\n \n \n \n\n \n●\nyour\nshares are represented by a properly authorized and submitted proxy (submitted by mail, by telephone or over the Internet).\n\n \n\nIf\nyou are a record holder and you submit your proxy, regardless of whether you abstain from voting on one or more matters, your shares\nwill be counted as present at the Annual Meeting for the purpose of determining a quorum. If your shares are held in “street name,”\nyour shares are counted as present for purposes of determining a quorum if your broker, bank, trust or other nominee submits a proxy\ncovering your shares. Your broker, bank, trust or other nominee is entitled to submit a proxy covering your shares as to certain routine\nmatters such as ratification of independent registered public accountants, even if you have not instructed your broker, bank, trust or\nother nominee on how to vote on those matters. Please see the subsection “If You Do Not Specify How You Want Your Shares Voted”\nbelow. In the absence of a quorum, the Annual Meeting may be adjourned to a day, time and place as determined by the chairman of the\nmeeting.\n\n \n\n**Voting\nYour Shares**\n\n \n\nYou\nmay vote using any of the following methods:\n\n \n\n \n✔\nBy\nMail — Stockholders of record may submit proxies by completing, signing and dating their proxy cards and mailing them in the\naccompanying pre-addressed envelopes. Blink stockholders who hold shares beneficially in street name may provide voting instructions\nby mail by completing, signing and dating the voting instruction forms provided by their brokers, banks or other nominees and mailing\nthem in the accompanying pre-addressed envelopes.\n\n \n \n \n\n \n✔\nBy\nInternet — Stockholders of record may submit proxies by following the Internet voting instructions on their proxy cards. Blink\nstockholders who hold shares beneficially in street name may provide voting instructions by accessing the website specified on the\nvoting instruction forms provided by their brokers, banks or nominees. Please check the voting instruction form for Internet voting\navailability.\n\n \n \n \n\n \n✔\nBy\nTelephone — Blink stockholders who hold shares beneficially in street name and live in the United States or Canada may provide\nvoting instructions by telephone by calling the number specified on the voting instruction forms provided by their brokers, banks\nor nominees. Please check the voting instruction form for telephone voting availability.\n\n \n \n \n\n \n✔\nDuring\nthe Annual Meeting — Shares held in your name as the stockholder of record may be voted during the Annual Meeting. Shares held\nbeneficially in street name may be voted in person only if you obtain a legal proxy from the broker, bank or nominee that holds your\nshares giving you the right to vote the shares.\n\n \n\nEven\nif you plan to attend the Annual Meeting via the live webcast, we recommend that you also submit your proxy or voting instructions by\nmail, telephone or Internet so that your vote will be counted if you later decide not to attend the Annual Meeting. The Internet and\ntelephone voting facilities will close at 11:59 p.m., Eastern time (for stockholders of record), and 11:59 p.m., Eastern time (for shares\nheld beneficially in street name), on June 29, 2026, the day before the Annual Meeting. Stockholders who submit a proxy by Internet or\ntelephone need not return a proxy card or the form forwarded by your broker, bank, trust or other holder of record by mail.\n\n \n\n**Changing\nYour Vote**\n\n \n\nAs\na stockholder of record, if you submit a proxy, you may revoke that proxy at any time before it is voted at the Annual Meeting. Stockholders\nof record may revoke a proxy prior to the Annual Meeting by (i) delivering a written notice of revocation to the attention of the Corporate\nSecretary at 17301 Melford Blvd., Bowie, Maryland 20715, (ii) duly submitting a later-dated proxy over the Internet, by telephone or\nby mail, or (iii) attending the Annual Meeting in person and voting in person. Attendance at the Annual Meeting will not, by itself,\nrevoke a proxy. If your shares are held in the name of a broker, bank, trust or other nominee, you may change your voting instructions\nby following the instructions of your broker, bank, trust or other nominee.\n\n \n\n4\n\n \n\n \n\n**If\nYou Receive More Than One Proxy Card or Notice**\n\n \n\nIf\nyou receive more than one set of proxy materials, it means you hold shares that are registered in more than one account. To ensure that\nall of your shares are voted, sign and return each proxy card or, if you submit a proxy by telephone or the Internet, submit one proxy\nfor each proxy card you receive.\n\n \n\n**How\nWill Your Shares Be Voted**\n\n \n\nStockholders\nof record as of the close of business on April 30, 2026 are entitled to one vote for each share of our Common Stock held on all matters\nto be voted upon at the Annual Meeting. All shares entitled to vote and represented by properly submitted proxies received before the\npolls are closed at the Annual Meeting, and not revoked or superseded, will be voted at the Annual Meeting in accordance with the instructions\nindicated on those proxies.\n\n \n\n**If\nYou Do Not Specify How You Want Your Shares Voted**\n\n \n\nAs\na stockholder of record, if you submit a signed proxy card or submit your proxy by telephone or Internet and do not specify how you want\nyour shares voted, the person named in the proxy will vote your shares:\n\n \n\n \n●\n**FOR**the election of the four nominees listed in this Proxy Statement to serve on our Board for a one-year term of office expiring\nat the 2027 Annual Meeting of Stockholders.\n\n \n \n \n\n \n●\n**FOR**\nthe approval of an amendment to the Plan increasing the number of shares of Common Stock reserved for issuance thereunder by 10,000,000\nshares, to a new total of 17,000,000 shares.\n\n \n \n \n\n \n●\n**FOR**the approval, on a non-binding advisory basis, of the compensation paid to our named executive officers (the “say-on-pay”\nvote).\n\n \n \n \n\n \n●\n**FOR**the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending\nDecember 31, 2026.\n\n \n\nA\n“broker non-vote” occurs when a nominee holding shares for a beneficial owner has not received voting instructions from the\nbeneficial owner and the nominee does not have discretionary authority to vote the shares. If you hold your shares in street name and\ndo not provide voting instructions to your broker or other nominee, your shares will be considered to be broker non-votes and will not\nbe voted on any proposal on which your broker or other nominee does not have discretionary authority to vote. Shares that constitute\nbroker non-votes will be counted as present at the Annual Meeting for the purpose of determining a quorum but will not be considered\nentitled to vote on all the proposals in question. Brokers generally have discretionary authority to vote on the ratification of the\nappointment of Grant Thornton LLP as our independent registered public accounting firm, which is considered a “routine” matter.\nBrokers, however, do not have discretionary authority to vote on the election of directors to serve on our Board, the amendment to the\nPlan nor the approval of executive compensation, each of which are considered “non-routine” under Nasdaq rules.\n\n \n\nIn\ntheir discretion, the proxy holders named in the proxy are authorized to vote on any other matters that may properly come before the\nAnnual Meeting and at any continuation, postponement or adjournment thereof. The Board knows of no other items of business that will\nbe presented for consideration at the Annual Meeting other than those described in this Proxy Statement. No stockholder proposal or nomination\nwas received prior to the deadline set forth in our Bylaws and, accordingly, no such matters may be brought to a vote at the Annual Meeting.\n\n \n\n**Inspector\nof Election and Counting of Votes**\n\n \n\nAll\nvotes will be tabulated as required by Nevada law, the state of our incorporation, by the inspector of election appointed for the Annual\nMeeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Shares held by persons attending\nthe Annual Meeting but not voting, shares represented by proxies that reflect abstentions as to one or more proposals and broker non-votes\nwill be counted as present for purposes of determining a quorum.\n\n \n\n5\n\n \n\n \n\n**Election\nof Directors.** Vote by a plurality of the shares voting is required for the election of directors under Proposal 1. You may vote\n“FOR” all nominees, “WITHHOLD” your vote as to all nominees, or “FOR” all nominees except those specific\nnominees from whom you “WITHHOLD” your vote. There is no “AGAINST” option. The nominees receiving the most “FOR”\nvotes will be elected. A properly executed proxy marked “WITHHOLD” with respect to the election of one or more directors\nwill not be voted with respect to the director or directors indicated. Broker non-votes will have no effect on the outcome of Proposal\n1.\n\n \n\n**Amendment\nto Plan.**The approval of the amendment to the Plan requires the affirmative vote of the majority of the votes cast on Proposal\n2. You may vote “FOR,” “AGAINST” or “ABSTAIN.” If you “ABSTAIN” from voting on Proposal\n2, the abstention will have no effect on the outcome of Proposal 2. Broker non-votes will have no effect on the outcome of Proposal 2.\n\n** **\n\n**Advisory\n(Non-Binding) “Say-on-Pay” Vote to Approve Executive Compensation for 2025.**The approval of the executive compensation\nrequires the affirmative vote of the majority of the votes cast on Proposal 3. You may vote “FOR,” “AGAINST”\nor “ABSTAIN.” If you “ABSTAIN” from voting on Proposal 3, the abstention will have no effect on the outcome of\nProposal 3. Broker non-votes will have no effect on the outcome of Proposal 3.\n\n \n\n**Ratification\nof the Independent Registered Accounting Firm.** The ratification of the appointment of Grant Thornton LLP requires the affirmative\nvote of the majority of the votes cast on Proposal 4. You may vote “FOR,” “AGAINST” or “ABSTAIN.”\nIf you “ABSTAIN” from voting on Proposal 4, the abstention will have no effect on the outcome of Proposal 4. Brokerage firms\nhave authority to vote customers’ unvoted shares held by the firms in street name on Proposal 4. If a broker does not exercise\nthis authority, such broker non-votes will have no effect on the outcome of Proposal 4.\n\n \n\n**Solicitation\nof Proxies**\n\n \n\nWe\nwill bear the entire cost of solicitation of proxies, including preparation, assembly and mailing of this Proxy Statement, the proxy,\nthe Notice and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage\nhouses, fiduciaries and custodians holding shares of our Common Stock in their names that are beneficially owned by others to forward\nto those beneficial owners. We may reimburse persons representing beneficial owners for their costs of forwarding the solicitation materials\nto the beneficial owners. Original solicitation of proxies may be supplemented by telephone, facsimile, electronic mail or personal solicitation\nby our directors, officers or staff members. No additional compensation will be paid to our directors, officers or staff members for\nsuch services.\n\n \n\nA\nlist of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose germane\nto the Annual Meeting for ten days prior to the Annual Meeting. To access the stockholder list during this time, please send your\nrequest, and proof of ownership, to our Corporate Secretary via email at IR@BlinkCharging.com. A list of stockholders will also be\navailable during the Annual Meeting by stockholders who attend the Annual Meeting through the live webcast.\n\n \n\n**Annual\nReport**\n\n \n\nOur\nAnnual Report on Form 10-K for the year ended December 31, 2025, as amended (our “Annual Report”), which contains the consolidated\nfinancial statements of our company for the year ended December 31, 2025, accompanies this Proxy Statement, but is not a part of our\ncompany’s soliciting materials.\n\n \n\nStockholders\nmay obtain, without charge, a copy of our Annual Report filed with the SEC, including the financial statements and schedules thereto,\nwithout the accompanying exhibits, by writing to: Corporate Secretary, Blink Charging Co., 17301 Melford Blvd., Bowie, Maryland 20715.\nOur Annual Report is also available online at our company’s website at *https://ir.blinkcharging.com/sec-filings/all-sec-filings.*A list of exhibits is included in our Annual Report and exhibits are available from our company upon the payment to us of the cost\nof furnishing them.\n\n \n\n**Delinquent\nSection 16(a) Reports**\n\n \n\nSection\n16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers, directors\nand holders of more than 10% of our Common Stock to file with the SEC initial reports of ownership and reports of changes in ownership\nof our Common Stock. Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.\n\n \n\nBased\nsolely upon our review of the copies of such forms received by us, or representations from certain reporting persons that no year-end\nForms 5 were required for those persons, we believe that, during the year ended December 31, 2025, all filing requirements applicable\nto our executive officers, directors and greater than 10% beneficial owners were complied with, except for one late Form 4 filing by\nMichael Battaglia which included two late transactions; one late Form 3 filing by Martha Crawford which included no late transaction;\none late Form 4 filing by Martha Crawford which included one late transaction; one late Form 4 filing by Aviv Hillo which included two\nlate transactions; one late Form 4 filing by Michael Rama which included two late transactions; one late Form 4 filing by Harjinder Bhade\nwhich included two late transactions; and one late Form 4 filing by Brendan Jones which included one late transaction.\n\n \n\n6\n\n \n\n** **\n\n**DIRECTORS,\nEXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**\n\n \n\n**Board\nof Directors**\n\n \n\nOur\nbusiness is managed under the direction of the Board of Directors (the “Board”). The Board meets on a regularly scheduled\nbasis during our fiscal year to review significant developments affecting our company and to act on matters requiring Board approval.\nThe Board also holds special meetings when an important matter requires Board action between scheduled meetings and also acts by unanimous\nwritten consent when necessary and appropriate. The Board has four fixed regular meetings per year scheduled in accordance with the filing\nof periodic reports with the SEC. The Board met 15 times during the year ended December 31, 2025. In addition, the Board took action\nnine times during 2025 by unanimous written consent in lieu of a meeting, as permitted by applicable law. During 2025, each incumbent director attended or participated in 75% or more of the aggregate of the total number of meetings of the Board and committees\non which they served during the period for which such director was serving as a director. We, and the Board, expect all current directors\nto attend our annual meetings of stockholders barring unforeseen circumstances or irresolvable conflicts. We do not have a written policy\non Board attendance at annual meetings of stockholders; however, we do schedule a Board meeting immediately after the annual meeting\nfor which members attending receive compensation. All of the Board members attended last year’s virtual annual meeting.\n\n \n\nThe\n2026 nominees to serve on the Board and each of their current committees are as follows:\n\n \n\n**Name**\n** **\n**Age**\n \n\n**Director**\n\n**Since**\n\n \n\n**Principal**\n\n**Occupation**\n\n \n\n**Audit**\n\n**Committee**\n\n \n\n**Compensation**\n\n**Committee**\n\n \n\n**Nominating\nand**\n\n**Corporate**\n\n**Governance**\n\n**Committee**\n\nRitsaart\nJ.M. van Montfrans\n \n54\n \n2019\n \nChief\nExecutive Officer of Incision Group\n \nX\n \nX\n(Chair)\n \nX\n\nMichael\nC. Battaglia\n \n55\n \n2025\n \nPresident\nand Chief Executive Officer of Blink\n \n \n \n \n \n \n\nJack\nLevine\n \n75\n \n2019\n \nPresident\nof Jack Levine, PA\n \nX\n(Chair)\n \nX\n \nX\n\nGlen\nMoller\n \n54\n \n2026\n \nChief\nExecutive Officer of Upward Health Inc.\n \n \n \n \n \n \n\n \n\n**Board\nLeadership**\n\n \n\nMichael\nC. Battaglia has been our President, Chief Executive Officer and a director since February 2025. Ritsaart J.M. van Montfrans has been\na director since December 2019 and our Chairman of the Board since May 2023. We believe that having a Chief Executive Officer and an\nindependent Chairman, each with distinct responsibilities, works well for us because all but one of our directors are independent, and\nour Chairman can cause the independent directors to meet in executive sessions at any time. Therefore, the Chairman can at any time bring\nto the attention of a majority of the directors any matters he thinks should be addressed by our Board. Other advantages to having an\nindependent director serve as Chairman include facilitating relations among our Board, Chief Executive Officer and other senior management,\nassisting our Board in reaching consensus on particular strategies and policies, fostering robust evaluation processes, supporting the\nefficient allocation of oversight responsibilities between the independent directors and management, and enhancing stockholders’\nconfidence in our company’s governance practices.\n\n \n\nThe\nChairman presides over the Board’s meetings and presides at all meetings of our independent directors. The Chairman’s additional\nduties include:\n\n \n\n \n●\n\nat\nthe request of our Board, presiding over meetings of stockholders;\n\n \n●\n\nconveying\nrecommendations of the independent directors to the full Board;\n\n \n●\n\nserving\nas a liaison between our Board and management;\n\n \n●\n\nensuring\nthat members of our Board receive accurate, timely and clear information, in particular about our company’s performance, to\nenable our Board to make sound decisions and provide effective oversight and advice to promote the success of our company;\n\n \n●\n\nmonitoring\neffective implementation of our Board’s decisions;\n\n \n●\n\nestablishing\nand maintaining a close relationship of trust with our Chief Executive Officer by providing support and advice while respecting executive\nresponsibility and leadership;\n\n \n●\ndeveloping\nthe Board by leading the effort to identify and recruit new Board members; and\n\n \n●\nleading\nsuccession efforts.\n\n \n\n7\n\n \n\n \n\nThree\nof our Board nominees are independent. In addition, all of the current directors on each of the Audit Committee, Compensation Committee,\nNominating and Corporate Governance Committee are independent directors, and each of these committees is led by an independent committee\nchair. The committee chairs set the agendas for their committees and report to the full Board on their work. As required by Nasdaq, our\nindependent directors meet in executive sessions without management present as frequently as they deem appropriate, typically at the\ntime of each regular in-person Board meeting. All of our independent directors are highly accomplished and experienced business people\nin their respective fields, who have demonstrated leadership in significant enterprises and are familiar with Board processes. Our independent\ndirectors bring experience, oversight and expertise from outside our company and industry, while Mr. Battaglia brings company-specific\nexperience and expertise. Martha Crawford will not be standing for reelection at this Annual Meeting.\n\n \n\n**Board\nCommittees and Charters**\n\n \n\nThe\nBoard currently has three standing committees - Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.\nThe Board maintains charters for each of these standing committees. To view the charters of our standing Board committees, please visit\nour website at *https://ir.blinkcharging.com/corporate-governance/governance-documents.*\n\n \n\n**Audit\nCommittee**\n\n \n\nOur\nAudit Committee is currently comprised of Jack Levine (chair), Ritsaart J.M. van Montfrans and Martha Crawford. Following the Annual\nMeeting, Mr. Moller is expected to become a member of the Audit Committee. Our Board has determined that each of the directors serving\non the Audit Committee meets the requirements for financial literacy under applicable rules and regulations of the SEC and Nasdaq. In\naddition, our Board has determined that Mr. Levine meets the requirements of a financial expert as defined under the applicable rules\nand regulations of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq.\nOur Board has considered the independence and other characteristics of each existing member and each proposed member of our Audit Committee,\nand our Board believes that each member meets the independence and other requirements of Nasdaq and the SEC. Our Audit Committee operates\nunder a written charter that satisfies the applicable standards of the SEC and Nasdaq.\n\n \n\nOur\nAudit Committee, among other things, is responsible for:\n\n \n\n \n●\nselecting\nand hiring the independent registered public accounting firm to audit our financial statements;\n\n \n \n \n\n \n●\nhelping\nto ensure the independence and performance of the independent registered public accounting firm;\n\n \n \n \n\n \n●\napproving\naudit and non-audit services and fees;\n\n \n \n \n\n \n●\nreviewing\nfinancial statements and discussing with management and the independent registered public accounting firm our annual audited and\nquarterly financial statements, the results of the independent audit and the quarterly reviews, and the reports and certifications\nregarding internal controls over financial reporting and disclosure controls;\n\n \n \n \n\n \n●\npreparing\nthe Audit Committee report that the SEC requires to be included in our annual proxy statement;\n\n \n \n \n\n \n●\nreviewing\nreports and communications from the independent registered public accounting firm;\n\n \n \n \n\n \n●\nreviewing\nearnings press releases and earnings guidance;\n\n \n\n8\n\n \n\n \n\n \n●\nreviewing\nthe adequacy and effectiveness of our internal controls and disclosure controls and procedures;\n\n \n \n \n\n \n●\nreviewing\nour policies on risk assessment and risk management;\n\n \n \n \n\n \n●\nreviewing\nrelated party transactions;\n\n \n \n \n\n \n●\nestablishing\nand overseeing procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission\nby our employees of concerns regarding questionable accounting or auditing matters; and\n\n \n \n \n\n \n●\nreviewing\nand monitoring actual and potential conflicts of interest.\n\n \n\nDuring\n2025, the Audit Committee met four times and took action one time by unanimous written consent in lieu of a meeting.\n\n** **\n\n**Compensation\nCommittee**\n\n \n\nOur\nCompensation Committee is currently comprised of Ritsaart J.M. van Montfrans (chair), Martha Crawford and Jack Levine. Our Board has\nconsidered the independence and other characteristics of each current and anticipated member of our Compensation Committee. Our Board\nbelieves that each member of our Compensation Committee meets the requirements for independence under the current requirements of Nasdaq,\nis a nonemployee director as defined by Rule 16b-3 promulgated under the Exchange Act, and is an outside director as defined pursuant\nto Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).\n\n \n\nOur\nCompensation Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing\nstandards of Nasdaq.\n\n \n\nOur\nCompensation Committee is, among other things, responsible for:\n\n \n\n \n●\n\nreviewing,\napproving and determining, or making recommendations to our Board regarding, the compensation of our executive officers, including\nour Chief Executive Officer and other executive officers;\n\n \n \n \n\n \n●\nadministering\nour incentive compensation plans and programs;\n\n \n \n \n\n \n●\nreviewing\nand discussing with our management our SEC disclosures; and\n\n \n \n \n\n \n●\noverseeing\nour submissions to stockholders on executive compensation matters.\n\n \n\nDuring\n2025, the Compensation Committee took action three times by unanimous written consent in lieu of a meeting and did not hold any formal\nmeetings.\n\n** **\n\n**Nominating\nand Corporate Governance Committee**\n\n \n\nThe\nNominating and Corporate Governance Committee (the “Nominating and CG Committee”) of the Board is currently comprised of\nMartha Crawford (chair), Ritsaart J.M. van Montfrans and Jack Levine. Following the Annual Meeting, Mr. van Montfrans is expected to\nbecome the chair of the Nominating and CG Committee and Mr. Moller is expected to become a member of the Nominating and CG Committee.\n\n \n\nUnder\nour policy, the independent directors of our Board nominate our directors. We also consider any nominations of director candidates validly\nmade by our stockholders. When evaluating director nominees, our directors consider the following factors:\n\n \n\n \n●\n\nthe\ncurrent size and composition of the Board and the needs of the Board and the respective committees of the Board;\n\n \n\n9\n\n \n\n \n\n \n●\n\nsuch\nfactors as character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length\nof service, potential conflicts of interest, other commitments and the like;\n\n \n \n \n\n \n●\n\nbusiness\nexperience, diversity and personal skills in technology, finance and financial reporting, marketing and international business; and\n\n \n \n \n\n \n●\nother\nfactors that the directors may consider appropriate.\n\n \n\nOur\ngoal is to assemble a Board that brings together a variety of skills derived from high quality business and professional experience.\n\n \n\nDuring\n2025, the Nominating and CG Committee did not hold any formal meetings but met in conjunction with several meetings of the Board.\n\n \n\n**Growth\n& Strategy Committee**\n\n \n\nIn\nJanuary 2025, the Board established a Growth & Strategy Committee, which began as a separate standing committee of the Board on January\n9, 2025. The principal responsibilities and duties of this committee were guiding the Company’s long-term growth and strategic\ninitiatives, including mergers, market expansion, and innovation, while overseeing governmental and regulatory affairs, assessing related\nrisks, and regularly reporting to the Board. The Growth & Strategy Committee was dissolved in June 2025. During 2025, the Growth\n& Strategy Committee held one meeting.\n\n** **\n\n**Board\nRole in Risk Oversight**\n\n \n\nRisk\nassessment and oversight are integral parts of our governance and management processes. Our Board does not have a standing risk management\ncommittee, but rather administers this oversight function directly through our Board as a whole, as well as through various standing\ncommittees of our Board that address risks inherent in their respective areas of oversight.\n\n \n\nOur\nBoard oversees an enterprise-wide approach to risk management, which is designed to support the achievement of the company’s objectives,\nincluding the strategic objective to improve long-term financial and operational performance and enhance stockholder value. Our Board\nbelieves that a fundamental part of risk management is understanding the risks that we face, monitoring these risks and adopting appropriate\ncontrol and mitigation of these risks.\n\n \n\nThe\nBoard discusses risks with our senior management on a regular basis, including as a part of its strategic planning process, annual budget\nreview and approval, and thorough reviews of compliance issues in the appropriate committees of our Board. While the Board has the ultimate\noversight responsibility for the risk management process, various committees of the Board are structured to oversee specific risks, as\nfollows:\n\n \n\n**Committee**\n \n**Primary\nRisk Oversight Responsibility**\n\n**Audit\nCommittee**\n \nOversees\nfinancial risk, including capital risk, financial compliance risk, internal controls over financial reporting and reporting of violations\ninvolving financial risk, internal controls and other non-compliance with our Code of Business Conduct and Ethics.\n\n \n \n \n\n**Compensation\nCommittee**\n \nOversees\nour compensation policies and practices to ensure compensation appropriately incentivizes and retains management and determines whether\nsuch policies and practices balance risk-taking and reward in an appropriate manner.\n\n \n \n \n\n**Nominating\nand Corporate Governance Committee**\n \nOversees\nthe assessment of each Board member’s independence to avoid conflict, determine the effectiveness of the Board and committees,\nand maintain good governance practices through our corporate governance guidelines, committee charters and Code of Business Conduct\nand Ethics.\n\n \n\n10\n\n \n\n \n\nThe\nBoard also considers our internal control structure which, among other things, limits the number of persons authorized to execute material\nagreements, requires approval of our Board for matters outside of the ordinary course and includes our whistleblower policy. This policy\nestablishes procedures for the submission by our employees and consultants, on a confidential and anonymous basis, of complaints and\nconcerns regarding our financial statement disclosures, accounting practices, internal controls or auditing matters, or possible violations\nof the federal securities laws or the rules or regulations promulgated thereunder. Complaints submitted through this policy are promptly\nrouted to the chair of our Audit Committee.\n\n \n\n**Code\nof Business Conduct and Ethics**\n\n \n\nWe\nadopted a Code of Business Conduct and Ethics in December 2013. Our Code of Business Conduct and Ethics applies to all our employees,\nofficers and directors, including our principal executive and senior financial officers, and was updated in April 2025. A copy of our\nCode of Business Conduct and Ethics is posted on our website at *www.blinkcharging.com*. We intend to disclose future amendments\nto certain provisions of our Code of Business Conduct and Ethics, or waivers of these provisions with respect to executive officers on\nour website or in our public filings with the SEC. There were no waivers of the Code of Business Conduct and Ethics in 2025. A copy of\nour Code of Business Conduct and Ethics will be provided without charge to any person submitting a written request to the attention of\nthe Chief Executive Officer at our principal executive office.\n\n \n\n**Director\nIndependence**\n\n \n\nAt\nleast annually, the Nominating and CG Committee reviews the independence of each non-employee director and makes recommendations to the\nBoard and the Board affirmatively determines whether each director qualifies as independent. No director qualifies as “independent”\nunless the Board affirmatively determines that the director has no material relationship with our company (either directly or as a stockholder\nor officer of an organization that has a relationship with the company). In addition, in affirmatively determining the independence of\nany director who will serve on the Compensation Committee, the Board must consider all factors specifically relevant to determining whether\na director has a relationship to the company which is material to that director’s ability to be independent of management in connection\nwith the duties of a Compensation Committee member. Each director must keep the Nominating and CG Committee fully and promptly informed\nas to any development affecting a director’s independence.\n\n \n\nOur\nshares of Common Stock are listed for trading on The Nasdaq Capital Market. Under the rules of Nasdaq, “independent” directors\nmust make up a majority of a listed company’s board of directors. In addition, applicable Nasdaq rules require that, subject to\nspecified exceptions, each member of a listed company’s audit and compensation committees be independent within the meaning of\nthe applicable Nasdaq rules. Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange\nAct.\n\n \n\nThe\nBoard has determined that each of our non-employee directors that served during 2025 (Messrs. Levine, van Montfrans and Richmond, and\nMses. Peterson and Crawford) were independent under the listing standards of Nasdaq and the requirements of the SEC. During 2025, Messrs.\nJones, Battaglia and Hillo were not independent based on their service as an employee of our company. The Board has determined that each\nof our non-employee directors currently serving (Messrs. Levine, Moller and van Montfrans, and Ms. Crawford) are independent under the\nlisting standards of Nasdaq and the requirements of the SEC. Mr. Battaglia is not independent based on his service as an employee of\nour company. In making its independence determinations, the Board reviewed direct and indirect transactions and relationships between\neach director, or any member of his or her immediate family, and us or one of our subsidiaries or affiliates based on information provided\nby the director, our records and publicly available information. None of our directors directly or indirectly provides any professional\nor consulting services to us.\n\n \n\nAs\na result, a majority of our directors are independent, as required under applicable Nasdaq rules. As required under applicable Nasdaq\nrules, we anticipate that our independent directors will meet in regularly scheduled executive sessions at which only independent directors\nare present.\n\n \n\n11\n\n \n\n \n\n**Communication\nwith the Board**\n\n \n\nOur\nAnnual Meeting of Stockholders provides an opportunity each year for stockholders to ask questions of, or otherwise communicate directly\nwith, members of the Board on appropriate matters. In addition, any interested party may communicate in writing with any particular director,\nincluding our Chairman, any committee of the Board, or the directors as a group, by sending such written communication to our Corporate\nSecretary at 17301 Melford Blvd., Bowie, Maryland 20715. Copies of written communications received at such address will be provided to\nthe Board or the relevant director unless such communications are considered, in the reasonable judgment of our Corporate Secretary,\nto be inappropriate for submission to the intended recipient(s). The Corporate Secretary or his designee may analyze and prepare a response\nto the information contained in communications received and may deliver a copy of the communication to other company staff members or\nagents who are responsible for analyzing or responding to complaints or requests. Communications concerning potential director nominees\nsubmitted by any of our stockholders will be forwarded to the chair of the Nominating and CG Committee.\n\n \n\n**Related\nParty Transaction Policy**\n\n \n\nOur\npolicy with regard to related party transactions is for the Audit Committee to review, approve, and oversee any related party transactions\non an ongoing basis. Our policy includes a list of relevant factors to consider in this assessment.\n\n \n\n**Certain\nRelationships and Related Transactions**\n\n \n\nIn\naddition to the compensation arrangements, including employment, termination of employment and change in control arrangements, discussed\nin the section titled “Executive Compensation Discussion,” the following is a description of each transaction since January\n1, 2025 and each currently proposed transaction in which:\n\n \n\n \n●\nwe\nhave been or are to be a participant;\n\n \n \n \n\n \n●\nthe\namount involved exceeds $120,000; and\n\n \n \n \n\n \n●\nany\nrelated person had or will have a direct or indirect material interest.\n\n \n\nThere\nhave been no transactions between the Company and a related person that would be reportable under SEC rules or regulations.\n\n \n\n**Hedging\nand Pledging Policies**\n\n \n\nBlink\nmaintains a policy on insider trading and compliance that prohibits our directors, officers and employees from directly or indirectly\npurchasing or using financial instruments designed to hedge or offset any decrease in the market value of Blink securities that they\nown. In addition, under such policy, Blink directors, officers and employees are prohibited from pledging Blink securities as collateral.\n\n \n\n**Director\nand Executive Officer Indemnification Agreements**\n\n \n\nNevada\ncorporation law limits or eliminates the personal liability of directors to corporations and their stockholders for monetary damages\nfor breaches of directors’ fiduciary duties as directors. Our Bylaws include provisions that require the company to indemnify our\ndirectors or officers against monetary damages for actions taken as a director or officer of our company. We are also expressly authorized\nto carry sufficient directors’ and officers’ insurance to protect our directors, officers, employees and agents for certain\nliabilities. Our Articles of Incorporation do not contain any limiting language regarding director immunity from liability.\n\n \n\nWe\nhave entered or intend to enter into separate indemnification agreements with all of our directors and executive officers, in addition\nto indemnification provided for in our Bylaws. These agreements, among other things, provide for indemnification of our directors and\nexecutive officers for certain expenses, judgments, fines and settlement amounts, among others, incurred by such person in any action\nor proceeding arising out of such person’s services as a director or executive officer in any capacity. We believe that these provisions\nin our Bylaws and indemnification agreements are necessary to attract and retain qualified persons as directors and executive officers.\n\n \n\n12\n\n \n\n \n\nInsofar\nas indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted\nto directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that in the opinion\nof the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.\n\n \n\n**Corporate\nGovernance Materials Available on the Blink Website**\n\n \n\nOur\ncorporate governance principles are intended to provide a set of flexible guidelines for the effective functioning of the Board and are\nreviewed regularly and revised as necessary or appropriate in response to changing regulatory requirements, evolving best practices and\nother considerations. Many of these principles and policies relating to corporate governance at Blink are available on the governance\nsection of our website, *https://ir.blinkcharging.com/corporate-governance/governance-documents,*including:\n\n \n\n \n●\nAudit\nCommittee Charter\n\n \n \n \n\n \n●\nCompensation\nCommittee Charter\n\n \n \n \n\n \n●\nNominating\nand Corporate Governance Committee Charter\n\n \n \n \n\n \n●\nCode\nof Business Conduct and Ethics\n\n \n\nYou\nmay obtain copies of these materials, free of charge, by sending a written request to: Corporate Secretary, Blink Charging Co., 17301\nMelford Blvd., Bowie, Maryland 20715. Please specify which documents you would like to receive.\n\n \n\n**Non-Director\nExecutive Officers**\n\n \n\nOur\nnon-director executive officers are listed below. For biographical information about Mr. Battaglia, please refer to our company’s\nBoard nominees under Proposal 1 of this Proxy Statement.\n\n \n\n**Name,\nAge and Principal Occupations**\n\n \n\n**Michael\nBercovich**, 51, was appointed as our Chief Financial Officer on May 29, 2025, effective June 23, 2025, following his tenure from February\n2025 to June 2025 as the Vice President of Finance at Advisor360 LLC, a software platform provider for the wealth management industry.\nThis followed his role as Chief Financial Officer of Helios Global Payments Solutions Inc. (now Globalli) from January 2024 to February\n2025, where he was responsible for global finance operations, treasury, and investor relations, leading capital-raising initiatives to\nfuel the startup’s global payments infrastructure. Prior to Helios, Mr. Bercovich served as Chief Financial Officer of MyOutDesk\nLLC from February 2023 to January 2024, with overall responsibility for accounting, finance, and corporate development functions while\nscaling market capabilities. From May 2022 to February 2023, he was the Chief Financial Officer of Ciaflo Inc., where he managed global\nfinance operations and investor relations activities for the education technology platform startup. From March 2020 to January 2022,\nMr. Bercovich served as Chief Financial Officer of Elements Global Services Inc. (now Atlas HXM), where he held overall accountability\nfor global financial management and payroll operations across a multi-jurisdictional global network, while simultaneously directing fundraising\nand investor relations activity. This executive track was preceded by his tenure as Vice President of Global Finance at TEOCO Corporation\nfrom January 2016 to March 2020, where he commanded all global finance functions for the telecom software provider.\n\n \n\nMr.\nBercovich established his professional foundation at KPMG International, providing SEC accounting and audit services to a sophisticated\nportfolio of public and private entities. He earned a Bachelor’s degree in Business and Accounting from The College of Management\nAcademic Studies in Israel and is a Certified Public Accountant (Israel – inactive).\n\n \n\n13\n\n \n\n \n\n**EXECUTIVE\nCOMPENSATION DISCUSSION**\n\n \n\n**Compensation\nDiscussion and Analysis**\n\n \n\n**Our\nCompany**\n\n \n\nBlink\nCharging Co., through its consolidated subsidiaries, is a leading owner, operator, provider, and manufacturer of EV charging equipment\nand networked EV charging services in the rapidly growing U.S. and international markets for EVs. Blink offers EV charging equipment\nand services, enabling EV drivers to recharge at various locations. Blink’s principal line of products and services is its Blink\nEV charging networks (the “Blink Networks”) and Blink EV charging equipment, also known as EVSE, and other EV-related services.\nThe Blink Networks are a proprietary, cloud-based system that operates, maintains, and manages Blink charging stations and handles the\nassociated charging data, back-end operations, and payment processing. The Blink Networks provide Property Partners, among other types\nof commercial customers, with cloud-based services that enable the remote monitoring and management of EV charging stations. The Blink\nNetworks also provide EV drivers with vital station information, including station location, availability, and fees (as applicable).\n\n \n\n**Our\nNamed Executive Officers**\n\n \n\nWe\nrefer to our Chief Executive Officer, former Chief Executive Officer, the Chief Financial Officer, former Chief Financial Officer and\nour most highly compensated executive officers who were serving as executive officers at the end of our latest fiscal year as our Named\nExecutive Officers (“NEOs”). In 2025, our NEOs and their roles during 2025 were as follows:\n\n \n\n**Named\nExecutive Officer**\n \n**Age**\n \n**Role**\n\nMichael\nC. Battaglia\n \n55\n \nPresident\nand Chief Executive Officer\n\nBrendan\nS. Jones\n \n62\n \nFormer\nPresident and Chief Executive Officer\n\nMichael\nBercovich\n \n51\n \nChief\nFinancial Officer\n\nMichael\nP. Rama\n \n60\n \nFormer\nChief Financial Officer\n\nAviv\nHillo\n \n61\n \nGeneral\nCounsel and Executive Vice President – M&A\n\n \n\n**Leadership\nTransition**\n\n \n\nOn\nJanuary 31, 2025, Brendan S. Jones stepped down from the positions of President and Chief Executive Officer of our company. Effective\nFebruary 1, 2025, Michael C. Battaglia was promoted to President and Chief Executive Officer of our company. In connection with his promotion,\nMr. Battaglia entered into a new employment agreement, details of which are described in the section titled “*Employment and\nManagement Contracts, Termination of Employment and Change-in-Control Agreements*.” Effective June 2, 2025, Michael Rama concluded\nhis tenure at as the Chief Financial Officer of our company and was replaced by Michael Bercovich effective June 23, 2025. Effective\nJanuary 31, 2026, Aviv Hillo stepped down from his roles as our General Counsel and Executive Vice President – M&A and as a\nmember of our Board.\n\n \n\n**Executive\nSummary**\n\n \n\nFiscal\nyear 2025 was a transformational year for Blink, with the launch of BlinkForward program, resulting in major operating discipline initiatives,\nsubstantial reductions in operating expenses, successful transition to a contract manufacturing model, and a more focused and globally\naligned organizational structure designed to support long-term scalable growth and create a clearer path toward profitability.\n\n \n\nOur\nfocus on continuously improving and optimizing our products and service offerings led to several financial and operational achievements,\nincluding the following:\n\n \n\n \n1.\n45%\nincrease in service revenue versus prior year;\n\n \n2.\nOver\n200% increase in DC fast-charging revenues from Blink owned locations in the U.S;\n\n \n3.\nEnded\n2025 with 8,250 Blink owned and operated chargers;\n\n \n4.\nReduced\noperating cash burn by 85% in fourth quarter of 2025 versus prior year;\n\n \n\n14\n\n \n\n \n\n \n5.\nReduced\ncompensation expenses by 16% versus prior year;\n\n \n6.\nExpanded\nelectric vehicle charging accessibility by incorporating the North America Charging Standard (NACS) and Combined Charging System\n(CCS) into entire product line; and\n\n \n7.\n$20\nmillion in capital raised to mainly expand our DC fast charging infrastructure.\n\n \n\nAs\nour business continues to evolve, transform and scale, our compensation programs continue to evolve alongside it. Our executive compensation\nstructure is increasingly aligned with market practices, shareholder expectations, and long-term value creation. At the same time, we\nremain firmly committed to a pay-for-performance philosophy, as reflected in both our short- and long-term incentive programs.\n\n \n\nFor\n2025, our short-term incentive program was tied to key strategic and operational objectives, including revenue growth, sales execution,\nasset utilization, product margin improvement, capital raising activities, network integration efforts, customer satisfaction, and operating\nexpense optimization.\n\n \n\nImportantly,\nas part of the Company’s broader cash preservation strategy and commitment to deploying capital toward the expansion of our DC\nfast charging network, members of the executive and management teams did not receive cash incentive payments. Instead, all short-term\nincentive compensation was settled in the form of RSUs, further aligning management with shareholders and the long-term performance of\nthe Company.\n\n \n\nAchievement\nagainst these performance objectives resulted in a non-cash payout of up to approximately 62% of target, plus an additional 25% uplift\ncomponent recommended by the Board’s Compensation Committee in recognition of management’s alignment with the Company’s\ncash preservation initiatives and acceptance of equity-based compensation in lieu of cash payments.\n\n \n\n**Consideration\nof Advisory Votes to Approve the Compensation of our Named Executive Officers**\n\n \n\nWe\nvalue the opinions of our stockholders, including as expressed through advisory votes to approve the compensation of our named executive\nofficers (“Say-on-Pay Votes”). In our most recent Say-On-Pay Vote, conducted at our 2025 annual meeting of stockholders,\nheld on June 26, 2025, our stockholders approved the compensation of our named executive officers on an advisory basis, with approximately\n81% of the votes cast in favor of the fiscal 2024 compensation of our named executive officers. In setting fiscal 2026 compensation,\nwe will consider the outcome of the Say-on-Pay Vote during our 2026 annual meeting of stockholders and will continue to consider the\noutcome of future Say-on-Pay Votes, as well as stockholder feedback received throughout the year, when making compensation decisions\nfor our executive officers.\n\n \n\n**Compensation\nPhilosophy**\n\n \n\nThe\nprimary goals of our Board with respect to executive compensation are to attract and retain talented and dedicated executives, to tie\nannual and long-term cash and stock incentives to the achievement of specified performance objectives, and to create incentives resulting\nin increased stockholder value. To achieve these goals, our Compensation Committee recommends to our Board executive compensation packages,\ngenerally comprising a mix of salary, discretionary bonus and equity awards. Although we have not adopted any formal guidelines for allocating\ntotal compensation between equity compensation and cash compensation, we have implemented and maintain compensation plans that tie a\nsubstantial and more significant portion of our executives’ overall compensation to the achievement of corporate goals and driving\nshareholder value.\n\n \n\n**Role\nof Compensation Consultant**\n\n \n\nThe\nCompensation Committee has the power to engage independent advisors to assist it in carrying out its responsibilities.\n\n \n\nThe\nCompensation Committee continued to engage Korn Ferry, an internationally recognized compensation consulting firm, as its compensation\nconsultant in 2025. Korn Ferry reviewed and advised the Compensation Committee on our compensation practices. The Compensation Committee\nassessed the independence of Korn Ferry pursuant to SEC rules and concluded that the work of Korn Ferry has not raised any conflict of\ninterest.\n\n \n\n15\n\n \n\n \n\nKorn\nFerry provided a broad array of services during 2025, including, but not limited to, CEO benchmarking, executive employment contractual\nreview and assessment, short- and long-term incentive design review, and other compensation-related items.\n\n \n\nFor\npurposes of benchmarking, Korn Ferry compared positions of similar scope and complexity with both peer and survey data. Korn Ferry then\nprovided pay ranges for each executive level. The Compensation Committee typically sets target compensation levels between the 25th to\n75th percentile range as it believes the use of this range (i) helps ensure our compensation program provides sufficient compensation\nto attract and retain talented executives and (ii) maintains internal pay equity, without overcompensating our employees. Each executive’s\ntarget compensation level for this purpose is based on the sum of their base salary, annual cash bonus and annual equity award but excludes\none-time equity/option awards.\n\n \n\nThe\nCompensation Committee reviews pay practices at companies of similar size and industry. The current peer group data is used to evaluate\nthe compensation arrangements for our named executive officers and directors. With respect to Korn Ferry’s assessment, the comparable\ngroup of companies consisted of the companies listed below as determined to: (i) focus on the same industry or adjacent industry as us,\n(ii) generally have similar revenues as us, (iii) generally have similar market capitalization as us, (iv) generally have similar operating\nincome as us, and (v) generally have the same number of employees as us. The comparable list of companies included American Superconductor,\nBeam Global, ChargePoint Holdings, EVgo, Flux Power Holdings, FuelCell Energy, Microvast Holdings, Orion Energy Systems, Shoals Technologies\nGroup, Stem, Tigo Energy, Ultralife, and Vicor.\n\n \n\nIt\nis expected that Korn Ferry’s assessment using both survey data and peer group analyses will continue to be considered in setting\ncompensation and in renewing the terms of employment agreements with several of our executive officers.\n\n \n\n**Elements\nof Compensation**\n\n \n\nWe\nevaluate individual executive performance with a goal of setting compensation at levels our Board or any applicable committee believes\nare comparable with executives in other companies of similar size and stage of development while taking into account our relative performance\nand our own strategic goals. The compensation received by our named executive officers consists of the following elements:\n\n \n\n**Base\nSalary**\n\n \n\nBase\nsalaries for our executives are established based on the scope of their responsibilities and individual experience, taking into account\ncompetitive market compensation paid by other companies for similar positions within our industry.\n\n \n\nNamed Executive Officer During Fiscal Year 2025 \nTarget Base Salary During Fiscal Year 2025 \n\nMichael C. Battaglia \n$575,000 \n\nBrendan S. Jones \n$775,000 \n\nMichael Bercovich \n$430,000 \n\nMichael P. Rama \n$434,600 \n\nAviv Hillo \n$430,500 \n\n \n\nThe\nCompensation Committee considers compensation data from the peer companies to the extent the executive positions at these companies are\nconsidered comparable to our positions and informative of the competitive environment. Compensation data for our peer group were collected\nfrom available proxy-disclosed data. This information was gathered and analyzed for the 25th, 50th and 75th percentiles (or alternatively\nusing low, medium and high categories) for annual base salary, short-term incentive pay elements and long-term incentive pay elements.\n\n \n\n**Variable\nPay**\n\n \n\nWe\ndesign our variable pay programs to be both affordable and competitive in relation to the market. We monitor the market and adjust our\nvariable pay programs as needed. There are two components to our variable pay program: the Bonus Program (as defined below) and the equity-based\nincentives. These two programs are designed to motivate employees to achieve overall corporate and individual goals. Our programs are\ndesigned to avoid entitlements, to align actual payouts with the actual results achieved, and to be easy to understand and administer.\n\n \n\nDetermination\nof awards for both the Bonus Program and equity-based incentives are based on the achievement of financial and strategic metrics determined\nby the Board at the beginning of each fiscal year. The award of cash and grant of equity are subject to meeting the performance criteria\ndesigned by the Board.\n\n \n\nEach\nNEO is entitled to a total target award opportunity set as a percentage of the individual’s base salary. Following the conclusion\nof the fiscal year and assessment of performance outcomes relative to established goals, the Compensation Committee determines the payout\neach NEO is entitled. This payout amount is then split between cash and equity. The equity awards are subsequently granted after\nthe performance period has ended with continued time vesting on a portion of the equity awards.\n\n \n\n16\n\n \n\n \n\nDue\nto the SEC disclosure requirements, the cash awards will appear in the summary compensation table for the year in which they were earned\nwhile equity awards will be displayed in the subsequent proxy statement. As such, there is often a disconnect between the actual values\nearned by executives and the compensation disclosures.\n\n \n\n**Bonus\nProgram**\n\n \n\nAs\nnoted above, the cash-based portion of the incentive program (the “Bonus Program”) rewards executives for the achievement\nof annual financial and operational goals, which are established by the Compensation Committee. Each executive officer has a target bonus\nopportunity set for each performance period under the Bonus Program, which represents 50% of the individual’s total potential award.\nOur Compensation Committee took into account market data, relative levels of responsibility across our company, and other relevant factors\nin order to set the target awards for each of our NEOs. For fiscal year 2025, the NEOs had the following payment targets under the Bonus\nProgram:\n\n \n\nNamed Executive Officer \n\n**Target Award as**\n\n**a Percentage of Base**\n\n**Salary**\n  \nTarget Annual Award \n\nMichael C. Battaglia \n 60% \n$345,000 \n\nBrendan S. Jones \n 60% \n$465,000 \n\nMichael Bercovich \n 50% \n$215,000 \n\nMichael P. Rama \n 50% \n$217,300 \n\nAviv Hillo \n 55% \n$215,250 \n\n \n\nThe\naward payable to each NEO was primarily based on actual achievement against performance goals established by the Compensation Committee.\nFor each metric, the Compensation Committee set a target level of achievement and the initial award amount may be adjusted based on performance\nabove or below the target level. In addition, the Compensation Committee may take into account other factors, such as individual performance\nwhen arriving at the final award amount.\n\n \n\nThe\ntargets and outcomes of the Bonus Program are described below.\n\n \n\nMetric \nWeighting  \nTarget \nAchievement \n\n**Percent**\n\n**Achievement**\n  \n\n**Percentage of**\n\n**Bonus Payout**\n \n\nBusiness Model Shift \n 30% \nGrow Blink-owned charging segment revenue 30% YoY; distribute 25M kWh; clear backlog \nBlink-owned charging segment revenue ~14% growth; kWh distributed 28M kWh; backlog\ncleared \n 90% \n 27%\n\nFinancial Strategy \n 30% \nRaise $40M in capital (50% debt / 50% equity) \nRaised $20M in equity; $0 in debt financing \n 50% \n 15%\n\nTotal Company Financials \n 20% \nTotal charging revenue of $136M; gross margin of 36%; Q4 adj. EBITDA of -$3.0M \nTotal revenue $103.5M; gross margin ~24.6%; Q4 adj. EBITDA -$10.3M \n 0% \n 0%\n\nDepartmental Key Results \n 20% \nDepartment OpEx budget adherence (ex-Envoy): $96.3M or less \n\nTotal Dept. (ex-Envoy) OpEx:\n$85.3M\n \n 100% \n 20%\n\n  \n 100% \n  \n  \n    \n 62% (1)\n\n \n\n \n\n(1)Achievement\nagainst these performance objectives resulted in a non-cash payout of up to approximately\n62% of target, plus an additional 25% uplift component recommended by the Board’s Compensation\nCommittee in recognition of management’s alignment with the Company’s cash preservation\ninitiatives and acceptance of equity-based compensation in lieu of cash payments.\n\n \n\nThe\ncorporate performance goals will be measured at the end of each performance period after our financial reports have been published or\nsuch other appropriate time as our Compensation Committee determines. If the corporate performance goals and individual performance objectives\nare met, payments will be made as soon as practicable following the end of each performance period. In general, an executive officer\nmust be employed by us on the bonus payment date to be eligible to receive a bonus payment. The Bonus Program also permits our Compensation\nCommittee to approve additional bonuses to executive officers in its sole discretion, which are described below.\n\n \n\nBased\non review of performance against established goals as well as consideration of individual performance, the Compensation Committee determined\nthe following payouts for our NEOs:\n\n \n\nNamed Executive Officer \nTarget Award  \n**Actual Payment(1)** \n\nMichael C. Battaglia \n$345,000  \n$267,374 (2)\n\nBrendan S. Jones \n$465,000  \n$- (3)\n\nMichael Bercovich \n$215,000  \n$86,517 (4)\n\nMichael P. Rama \n$217,300  \n$- (3)\n\nAviv Hillo \n$215,250  \n$- (3)\n\n \n\n \n\n (1)Grants\nwill appear in the 2027 proxy statement.\n\n(2)Paid\nin the form RSU, instead of cash.\n\n(3)Such\nindividuals were not employed by the Company as of April 30, 2026.\n\n(4)Paid\nin the form RSU, instead of cash, pro-rated to start of employment on June 23, 2025.\n\n \n\n17\n\n \n\n \n\n**Equity-Based\nIncentives**\n\n \n\nWe\nbelieve that long-term performance is achieved through an ownership culture that rewards performance by our named executive officers\nthrough the use of equity incentives. Our equity incentive plan has been established to provide our employees, including our named executive\nofficers, with incentives to help align those employees’ interests with the interests of our stockholders. Equity awards are granted\nfollowing assessment of performance in the prior year. As noted above, more than 50% of an executive’s annual award was made in\nthe form of equity. For 2025, our NEOs were eligible for the following target equity awards:\n\n \n\nNamed Executive Officer \nEquity Award as a Percentage of Base Salary  \nAnnual Target Award \n\nMichael C. Battaglia \n 100% \n$575,000 \n\nBrendan S. Jones \n 0% \n$- \n\nMichael Bercovich \n 50% \n$215,000 \n\nMichael P. Rama \n 0% \n$- \n\nAviv Hillo \n 0% \n$- \n\n \n\nFuture\nequity awards that we make to our named executive officers will be driven by our sustained performance over time, our named executive\nofficers’ ability to impact our results that drive stockholder value, their level of responsibility, their potential to fill roles\nof increasing responsibility, and competitive equity award levels for similar positions in comparable companies. Equity forms a key part\nof the overall compensation for each executive officer and is evaluated each year as part of the annual performance review process and\nincentive payout calculation.\n\n \n\n**Annual\nEquity Awards**\n\n \n\nAnnual\nequity awards are granted in the form of time- and performance-based restricted stock units. Pursuant their employment agreements, Messrs.\nBattaglia and Bercovich were granted the following equity awards in early 2026:\n\n \n\nNamed Executive Officer \n**Restricted Stock Unit Grant Date Value(1)** \n\nMichael C. Battaglia \n$575,000 \n\nBrendan S. Jones \n$- \n\nMichael Bercovich \n$\n107,500\n (2)\n\nMichael P. Rama \n$- \n\nAviv Hillo \n$- \n\n \n\n \n\n(1)Grants\nwill appear in the 2027 proxy statement.\n\n(2)Pro-rated\nto start of employment on June 23, 2025.\n\n \n\nThe\ngrants to our named executive officers typically vest in two tranches. The first 50% vests ratably over a three-year service period,\nwhile the remaining 50% vests upon achievement of four separate stock price performance hurdles as follows:\n\n \n\nVesting of Stock Performance Tranche \nStock Price \n\n25% \n$3.00 \n\n25% \n$5.00 \n\n25% \n$7.50 \n\n25% \n$9.00 \n\n \n\nAll equity awards to our employees, including\nnamed executive officers and our directors, have been granted and reflected in our financial statements, based upon the applicable accounting\nguidance, with the exercise price of any stock options equal to the fair market value of one share of Common Stock on the grant date.\n\n \n\n18\n\n \n\n \n\n**Incentive\nCompensation Programs**\n\n \n\nOn\nApril 14, 2026, our Board of Directors approved a 2025 long-term incentive compensation program (“LTI Program”) and 2026\nshort-term incentive compensation program (“STI Program”) and LTI Program for our named executive officers involving grants\nof performance-based vesting restricted stock units and time-based vesting restricted stock units under our Plan. In approving the grants,\nfollowing the recommendation of our Board’s Compensation Committee, the Board’s goal was to shift compensation towards long-term\nperformance and to focus executive attention on stock price recovery and growth, thereby fostering stronger alignment with stockholder\nvalue creation.\n\n \n\n**2025\nLong-Term Incentive Program**\n\n \n\nThe\nBoard approved performance-based restricted stock unit grants to Michael C. Battaglia, our President and Chief Executive Officer (205,357\nshares), and Michael Bercovich, our Chief Financial Officer (64,904 shares), which vest in four 25% increments if our closing stock market\nprice achieves stock performance hurdles of $3.00, $5.00, $7.50 and $9.00 per share, respectively, for 90 consecutive trading days, with\n100% acceleration of vesting upon a change in control if the stock price hurdle is not met or exceeded by the value of the consideration\npaid to our common stockholders in the change in control transaction. The Board also approved time-based restricted stock unit grants\nto Mr. Battaglia (205,357 shares) and Mr. Bercovich (64,904 shares), which vest over a period of three years in three equal annual installments,\ncommencing on April 14, 2026, with 100% acceleration of vesting upon a qualifying termination (that is, a termination by us or our successor\nwithout cause or a termination by the executive for good reason) within various periods before or 12 months after a change in control.\nThe number of restricted stock units granted to each executive was based on the price of our common stock at the beginning of 2025 or\nthe date the executive joined our company and a long-term incentive percentage of 100% of base salary for Mr. Battaglia and 50% of base\nsalary for Mr. Bercovich.\n\n \n\n**2026\nShort-Term Incentive Program**\n\n \n\nFor\nfiscal year 2026, the Board approved a short-term incentive program pursuant to which our senior management are eligible to earn cash\nbonus and restricted stock units based on the achievement of specified corporate KPIs. The 2026 short-term incentive targets are set\nat 75.0% of base salary for Mr. Battaglia and 62.5% of base salary for Mr. Bercovich. The differences in these percentages from 2025’s\nshort-term incentive program (which were 60% of base salary for Mr. Battaglia and 50% of base salary for Mr. Bercovich) are payable in\nrestricted stock units only, and reflect the replacement of cash bonuses for equity-based bonuses paid for the 2025 program, market parity,\nand continued efforts to preserve cash for the benefit of building shareholder value.\n\n \n\nThe\nexecutive team is subject to our company-wide KPIs, and approval by the Board.\n\n** **\n\n**2026\nManagement by Objective (MBO) – Remediation of Material Weaknesses**\n\n \n\nThe\nBoard also approved creating a one-time targeted incentive pool of restricted stock units for senior management in recognition of our\nneed for full leadership focus on achieving a clean SOX audit by obtaining an unqualified opinion on internal controls over financial\nreporting, free of any material weaknesses, in the company’s annual report on Form 10-K for the year ending December 31, 2026,\nwhich is one of the most critical compliance areas for our company. Pursuant to this MBO, the Board approved restricted stock unit grants\nto Messrs. Battaglia and Bercovich with a value of $57,500 and $43,000, respectively, which vest immediately upon the resolution of material\nweaknesses in our Company’s internal controls over financial reporting and the Board’s approval.\n\n \n\n**2026\nLong-Term Incentive Program**\n\n \n\nFor\nfiscal year 2026, the Board approved grants of performance-based and time-based vesting restricted stock units to Messrs. Battaglia and\nBercovich. The RSU grants provide Messrs. Battaglia and Bercovich up to 769,366 and 575,352 shares of our common stock, respectively,\npursuant to performance-based restricted stock unit grants, and 404,930 and 302,817 shares of our common stock, respectively, pursuant\nto time-based restricted stock unit grants.\n\n \n\nThe\nawards of performance-based and time-based restricted stock units are intended to provide an appropriate incentive structure for our\nsenior management team that is aligned with stockholder interests. The grants for the performance-based restricted stock units become\npayable based on a significant and sustained increase in the price of our common stock and the time-based restricted stock units become\npayable over a three-year vesting schedule, as described in greater detail below.\n\n \n\nThe\nfull vesting of the performance-based restricted stock units is determined based upon our common stock price attaining a closing price\nlevel equal to or greater than $2.25 per share for 60 trading days. The time-based restricted stock units vest and become payable in\nthree equal annual one-third increments on each of April 14, 2027, April 14, 2028 and April 14, 2029.\n\n \n\nUnvested\nrestricted stock units are subject to the terms of Messrs. Battaglia’s and Bercovich’s respective executive employment agreements\nwith the Company.\n\n** **\n\n**Contingent\nGrants and Compensation Consultant**\n\n \n\nAll\nof the restricted stock unit grants described in this section are subject to the applicable terms and conditions set forth in our Plan\nand are conditioned on stockholder approval of Proposal 2 to increase the number of shares of common stock reserved for issuance under\nthe Plan.\n\n \n\nThe\nCompensation Committee of our Board engaged Korn Ferry, a global leader in executive compensation consulting services, to provide advice\nrelated to the design of the restricted stock unit grants to Messrs. Battaglia and Bercovich. The principal purpose of this engagement\nwas to ensure that the terms of the restricted stock unit grants to these executives created incentive structures aligned with stockholder\ninterests and were consistent with current market practices.\n\n \n\n19\n\n \n\n \n\n**Equity\nAwards Granted in 2025 under the 2024 Bonus Program**\n\n \n\nAs\ndescribed in our proxy statement from last year, 20% of the goals under the 2024 Bonus Program were achieved. Awards earned under the\nBonus Program were subsequently split equally between cash and equity. The cash portion was represented in last year’s proxy statement\nwhile the equity portion was granted in early 2025. Pursuant to SEC disclosure rules, the equity portion of the award is disclosed herein.\nThe following equity awards were earned for performance during 2024:\n\n \n\nNamed Executive Officer \nRestricted Stock Unit Grant Date Value* \n\nMichael C. Battaglia \n$37,108 \n\nBrendan S. Jones \n$93,000 \n\nMichael Bercovich \n$- \n\nMichael P. Rama \n$43,460 \n\nAviv Hillo \n$43,050 \n\n \n\n*\nEquity granted in 2025 based on 2024 performance against key performance indicators (KPIs) under the Bonus Program.\n\n \n\n**Policies\nand Practices Related to the Grant of Certain Equity Awards**\n\n \n\nNeither\nthe Board nor the Compensation Committee takes material nonpublic information into account when determining the timing or terms of equity\nawards, including with respect to options, nor do we time the disclosure of material nonpublic information for the purpose of affecting\nthe value of executive compensation. Although we do not have a formal policy with respect to the timing of our equity award grants, the\nCompensation Committee has generally granted such awards once a year to directors and executive officers. In addition to the annual grants\nof equity awards, equity awards may be granted at other times during the year to newly hired or promoted employees, and in other special\ncircumstances.\n\n \n\nOnly\nthe Compensation Committee may approve restricted stock, restricted stock units or stock option grants to our named executive officers.\nRestricted stock, restricted stock units and stock options are generally granted at meetings of the Compensation Committee or pursuant\nto a unanimous written consent of the Compensation Committee. The exercise price of a newly granted option is the closing price of our\nCommon Stock on the date of grant.\n\n \n\nDuring\nthe last completed fiscal year, we did not make any stock option or RSUs awards to our NEOs during the period beginning on the four-business\nday before the filing of any Form 10-K, 10-Q or 8-K and ending one business day after the filing of such report that contained material\nnonpublic information (as defined in Item 402(x) of Regulation S-K). Accordingly, no tabular disclosure under Item 402(x)(2)(ii) of Regulation\nS-K is required.\n\n \n\n**Benefits\nPrograms**\n\n \n\nWe\ndesign our benefits programs to be both affordable and competitive in relation to the market while conforming to local laws and practices.\nWe monitor the market and local laws and practices and adjust our benefits programs as needed. We design our benefits programs to provide\nan element of core benefits and, to the extent possible, offer options for additional benefits, be tax-effective for employees in any\nforeign country and balance costs and cost-sharing between our employees and us.\n\n \n\n**Executive\nEquity Ownership**\n\n \n\nWe\nencourage our executives to hold a significant equity interest in our company. However, we do not have specific share retention and ownership\nguidelines for our executives.\n\n \n\n**Effect\nof Accounting and Tax Treatment on Compensation Decisions**\n\n \n\nIn\nthe review and establishment of our compensation programs, we consider the anticipated accounting and tax implications for our executives\nand us.\n\n \n\nGenerally,\nSection 162(m) of the Code disallows public companies a tax deduction for federal income tax purposes of compensation in excess of $1\nmillion paid to their chief executive officer and certain other specified officers in any taxable year. For tax years ending prior to\nDecember 31, 2017, compensation in excess of $1 million could only be deducted if it was “performance-based compensation”\nwithin the meaning of Section 162(m) of the Code or qualified for one of the other exemptions from the deduction limit. The exemption\nfrom Section 162(m) of the Code’s deduction limit for performance-based compensation has been repealed, effective for taxable years\nbeginning after December 31, 2017, such that compensation paid to our covered officers (which now also includes our Chief Financial Officer)\nin excess of $1 million will generally not be deductible unless it qualifies for transition relief applicable to certain arrangements\nin place as of November 2, 2017. We seek to maintain flexibility in compensating our executives in a manner designed to promote our corporate\ngoals and, therefore, while we are mindful of the benefit of the full deductibility of compensation, our Compensation Committee has not\nadopted a policy requiring that any or all compensation to be deductible. Our Compensation Committee may authorize compensation payments\nthat are not fully tax deductible if we believe that such payments are appropriate to attract and retain executive talent or meet other\nbusiness objectives.\n\n \n\n20\n\n \n\n \n\n**Role\nof Executives in Executive Compensation Decisions**\n\n \n\nThe\nBoard and our Compensation Committee generally seek input from Michael C. Battaglia, our President and Chief Executive Officer, when\ndiscussing the performance of, and compensation levels for, executives other than himself. The Compensation Committee also works with\nMichael Bercovich, our Chief Financial Officer, to evaluate the financial, accounting, tax and retention implications of our various\ncompensation programs. Mr. Battaglia, who is a director, does not participate in deliberations relating to his own compensation.\n\n \n\n**Compensation\nRisk Management**\n\n \n\nWe\nhave considered the risk associated with our compensation policies and practices for all employees, and we believe we have designed our\ncompensation policies and practices in a manner that does not create incentives that could lead to excessive risk taking that would have\na material adverse effect on us.\n\n \n\nWe\nstructure our compensation to consist of base salary, variable pay, equity-based pay and benefits. The base portion of compensation is\ndesigned to provide a steady income regardless of our stock price performance so that executives do not feel pressured to focus exclusively\non stock price performance to the detriment of other important business measures. Our variable pay and equity-based pay programs are\ndesigned to reward both short- and long-term corporate performance. For short-term performance, our variable pay programs are designed\nto motivate employees to achieve overall corporate goals. For long-term performance, our restricted stock unit awards generally vest\nover three years, with the exception of the awards to the named executive officers whose awards typically vest in two tranches, with\n50% vesting ratably over a three-year service period and the remaining 50% vesting upon achievement of stock price performance hurdles.\nWe believe that these various elements of compensation are a sufficient percentage of overall compensation to motivate executives to\nproduce superior short- and long-term corporate results, while the fixed element is commensurate with market practice so that executives\nare not encouraged to take unnecessary or excessive risks.\n\n \n\nOur\nbonus program has been structured around the attainment of overall corporate goals for the past several years and we have seen no evidence\nthat it encourages unnecessary or excessive risk taking.\n\n \n\n**Clawback\nPolicy**\n\n \n\nThe\nBoard has the discretion to clawback any annual incentive or other performance-based compensation awards from executive officers and\nemployees. This clawback applies when certain specified events occur. If the Board determines that compensation related to our financial\nperformance would have been lower if it had been based on the restated financial performance results, the Board will, to the extent permitted\nby applicable law, seek recoupment from that executive officer or employee of any portion of such compensation as it deems appropriate\nafter a review of all relevant facts and circumstances.\n\n \n\n**Director\nand Officer Derivative Trading Policy**\n\n \n\nUnder\nour insider trading policy, our executive officers, directors and employees may not engage in derivative trading involving our company’s\nsecurities.\n\n** **\n\n****\n\n21\n\n \n\n** **\n\n**Executive\nCompensation Tables**\n\n \n\n**Summary\nCompensation Table**\n\n \n\nThe\nfollowing summary compensation table sets forth all compensation awarded to, earned by, or paid to our principal executive officer who\nserved during 2025 (Michael Battaglia), our former principal executive officer who served in this position until January 2025 (Brendan\nS. Jones), our principal financial officer who served during 2025 (Michael Bercovich), our former principal financial officer who served\nin this position until May 2025 (Michael P. Rama) and our most highly compensated executive officer other than our principal executive\nofficer and principal financial officer who was serving as an executive officer at the end of 2025 (Aviv Hillo). We refer to these executive\nofficers as our “named executive officers” or “NEOs.”\n\n \n\n  \n   \nAward Compensation \n\nName and Principal Position \nYear  \nSalary\n($)  \nBonus\n($)  \n**Stock Awards(6) ($)**  \n**Option Awards(6) ($)**  \n**Non-Equity Incentive Plan Compensation**\n\n**($)(7)**  \nChange in Pension Value and Nonqualified Deferred Compensation Earnings\n($)  \nAll Other Compensation\n($)  \nTotal\n($) \n\nMichael C. Battaglia(1) \n 2025  \n$571,315  \n$150,000  \n$37,107  \n$-  \n$-  \n$-  \n$47,213  \n$805,635 \n\nPresident and Chief Executive \n 2024  \n$385,801  \n$-  \n$215,711  \n$-  \n$74,216  \n$-  \n$34,784  \n$710,512 \n\nOfficer \n 2023  \n$327,515  \n$-  \n$-  \n$-  \n$176,088  \n$-  \n$29,917  \n$533,520 \n\n  \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\nBrendan S. Jones(2) \n 2025  \n$93,750  \n$-  \n$92,999  \n$-  \n$-  \n$-  \n$35,716  \n$222,465 \n\nFormer President and Chief \n 2024  \n$775,000  \n$75,000  \n$467,790  \n$-  \n$186,000  \n$-  \n$39,850  \n$1,543,640 \n\nExecutive Officer \n 2023  \n$681,759  \n$75,000  \n$258,875  \n$-  \n$467,790  \n$-  \n$29,917  \n$1,513,341 \n\n  \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\nMichael Bercovich(3) \n 2025  \n$226,438  \n$107,500  \n$-  \n$-  \n$-  \n$-  \n$21,366  \n$355,304 \n\nChief Financial \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\nOfficer \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\n  \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\nMichael P. Rama(4) \n 2025  \n$182,894  \n$-  \n$43,460  \n$-  \n$-  \n$-  \n$36,221  \n$262,575 \n\nFormer Chief Financial \n 2024  \n$446,450  \n$-  \n$206,230  \n$-  \n$86,920  \n$-  \n$22,433  \n$762,033 \n\nOfficer \n 2023  \n$423,056  \n$-  \n$212,500  \n$-  \n$206,230  \n$-  \n$354,051  \n$1,195,837 \n\n  \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\nAviv Hillo(5) \n 2025  \n$449,274  \n$-  \n$43,050  \n$-  \n$-  \n$-  \n$28,943  \n$521,267 \n\nFormer General Counsel and \n 2024  \n$443,375  \n$-  \n$206,230  \n$-  \n$86,100  \n$-  \n$15,233  \n$750,938 \n\nExecutive Vice President - M&A \n 2023  \n$423,000  \n$-  \n$197,790  \n$-  \n$206,230  \n$-  \n$18,972  \n$845,992 \n\n \n\n \n\n \n(1)\nMr.\nBattaglia has served as our President and Chief Executive Officer since February 2025. He served as our Chief Operating Officer from\nSeptember 2023 to January 2025. Included in Bonus is a one-time equity signing bonus of $150,000 worth of restricted stock units\ngranted in connection with Mr. Battaglia entering into his employment agreement on January 23, 2025. Such restricted stock units\nwere granted under our 2018 Plan and vest in three equal increments on the first, second and third anniversaries of the grant date.\nIncluded in All Other Compensation for Mr. Battaglia is company-paid health insurance and other employee benefits of $47,213, $34,784\nand $29,917 in 2025, 2024 and 2023, respectively.\n\n \n \n \n\n \n(2)\nMr.\nJones served as our President from February 2021 to January 2025 and as our Chief Executive Officer from May 2023 to January 2025.\nIncluded in Bonus for Mr. Jones is a cash signing bonus of $75,000 in 2024 and 2023 in accordance with his employment agreement.\nIncluded in All Other Compensation for Mr. Jones are (i) company-paid health insurance and other employee benefits of $35,716, $34,850\nand $29,917 in 2025, 2024 and 2023, respectively; and (ii) $5,000 in 2024 related to moving allowance in conjunction with the Company’s\nrelocation of the headquarters from Miami Beach, Florida to Bowie, Maryland in 2024.\n\n \n \n \n\n \n(3)\nMichael\nBercovich has served as our Chief Financial Officer since June 2025. Included in Bonus is a one-time equity signing bonus of $107,500\nworth of restricted stock units granted in connection with Mr. Bercovich entering into his employment agreement on May 29, 2025.\nSuch restricted stock units were granted under our 2018 Plan and vest in two equal increments on the six month and 12 month anniversaries\nof the grant date. Included in All Other Compensation for Mr. Bercovich is company-paid health insurance and other employee benefits\nof $21,366 for 2025.\n\n \n \n \n\n \n(4)\nMr.\nRama served as our Chief Financial Officer from February 2020 to May 2025. Included in All Other Compensation for Mr. Rama are (i)\ncompany-paid health insurance and other employee benefits of $36,221, $22,433 and $29,917 in 2025, 2024 and 2023, respectively, and\n(ii) a tax gross-up of $0, $0 and $324,133 relating to the vesting of stock awards in 2025, 2024, 2023, respectively. The 2023 tax\ngross-up payment was from the vesting of stock awards that were granted prior to the termination of such benefit.\n\n \n \n \n\n \n(5)\nMr.\nHillo served as our General Counsel from April 2018 to January 2026 and our Executive Vice President of Mergers & Acquisitions\nfrom May 2022 to January 2026. Included in All Other Compensation for Mr. Hillo is company-paid health insurance and other employee\nbenefits of $28,943, $15,233 and $18,972 in 2025, 2024 and 2023, respectively.\n\n \n \n \n\n \n(6)\nRepresents\nstock and option awards granted in 2025, 2024 and 2023 pursuant to our 2018 Plan. The aggregate grant date fair value of such awards\nwas calculated in accordance with FASB ASC Topic 718. These amounts do not represent actual amounts paid or to be realized. Amounts\nshown are not necessarily indicative of values to be achieved, which may be more or less than the amounts shown as awards are subject\nto time-based vesting. The assumptions used in calculating these amounts are discussed in Note 11 of the Notes to Consolidated Financial\nStatements included in our Annual Report.\n\n \n \n \n\n \n(7)\nCertain\namounts in this column as it relates to compensation for 2025 have been updated since the filing of our Annual Report on Form 10-K/A\nthat was filed with the Securities and Exchange Commission on April 30, 2026.\n\n \n\n22\n\n \n\n \n\n**Grant\nof Plan-Based Awards**\n\n \n\nThe\nfollowing table sets forth information concerning grants of plan-based awards made by us during the year ended December 31, 2025 to each\nof the NEOs:\n\n \n\n  \n  \n\n**Estimated Future Payouts**\n\n**Under Non-Equity Incentive**\n\n**Plan Awards**\n  \n\n**Estimated Future Payouts**\n\n**Under Equity Incentive**\n\n**Plan Awards**\n  \n\n**All Other Stock Awards: Number of Shares**\n\n**of Stock or **\n  \n\n**All Other Option Awards: Number of Securities**\n\n**Underlying**\n  \n\n**Exercise**\n\n**or**\n\n**Base **\n\n**Price of Options**\n \n\n**Grant Date**\n\n**Fair Value**\n\n**of  Stock and Option**\n\nName \nGrant Date \nThreshold ($)  \nTarget ($)  \nMaximum ($)  \nThreshold (#)  \nTarget (#)  \nMaximum (#)  \n** Units (#)(1)**  \n Options (#)  \nAwards ($/sh) \nAwards ($)\n\nMichael C. Battaglia \n2/24/2025 \n$-  \n$-  \n$-  \n -  \n -  \n -  \n 146,341  \n -  \n  \n$-  \n$150,000\n\n  \n5/12/2025 \n$-  \n$-  \n$-  \n -  \n -  \n -  \n 26,696  \n -  \n \n$-  \n$37,107\n\n  \n  \n    \n    \n    \n    \n    \n    \n    \n    \n  \n   \n\nBrendan S. Jones \n5/12/2025 \n$-  \n$-  \n$-  \n -  \n -  \n -  \n 66,906  \n -  \n  \n$-  \n$92,999\n\n  \n  \n    \n    \n    \n    \n    \n    \n    \n    \n  \n   \n\nMichael Bercovich \n6/25/2025 \n$-  \n$-  \n$-  \n -  \n -  \n -  \n 117,230  \n -  \n  \n$-  \n$107,500\n\n  \n  \n    \n    \n    \n    \n    \n    \n    \n    \n  \n   \n\nMichael P. Rama \n5/12/2025 \n$-  \n$-  \n$-  \n -  \n -  \n -  \n 31,266  \n -  \n  \n$-  \n$43,460\n\n  \n  \n    \n    \n    \n    \n    \n    \n    \n    \n  \n   \n\nAviv Hillo \n5/12/2025 \n$-  \n$-  \n$-  \n -  \n -  \n -  \n 30,971  \n -  \n  \n$-  \n$43,050\n\n \n\n \n\n(1)\nThe\nsize of each individual’s grant is determined after consideration of performance criteria established in the prior fiscal year.\nAfter the conclusion of each fiscal year, the members of the Compensation Committee review corporate performance goals established\nfor the recently completed year. The Compensation Committee then adjusts the size of each individual’s grant in accordance\nwith performance. With respect to the grants made to Mr. Battaglia, (a) for the February 24, 2025 grant, the restricted stock units\nvest over a three-year period with 33-1/3% vesting on each anniversary of the grant date, and (b) for the May 12, 2025 grant, (i)\n13,348 of the restricted stock units vest on the first anniversary of the grant date and (ii) 13,348 of the restricted stock units\nvest over a three-year period with 33-1/3% vesting on each anniversary of the grant date. With respect to the grant made to Mr. Jones,\nthe restricted stock units vested immediately on the grant date. With respect to the grant made to Mr. Bercovich, the restricted\nstock units vest over a one-year period with 50% vesting on the six month anniversary of the grant date and the remaining 50% vesting\non the 12 month anniversary of the grant date. With respect to the grant to Mr. Rama, (a) 15,633 of the restricted stock units vested\nimmediately on the grant date and (b) 15,633 of the restricted stock units were scheduled to vest over a three-year period with 33-1/3%\nvesting on each anniversary of the grant date, however, upon Mr. Rama’s departure from the Company, pursuant to the terms of\na certain Separation Agreement, dated June 2, 2025, by and between the Company and Mr. Rama, the vesting of such restricted stock\nunits was accelerated and vested in full on June 2, 2025. With respect to the grant to Mr. Hillo, (a) 15,485 of the restricted stock\nunits vested immediately on the grant date and (b) 15,486 of the restricted stock units were scheduled to vest over a three-year\nperiod with 33-1/3% vesting on each anniversary of the grant date, however, upon Mr. Hillo’s departure from the Company, pursuant\nto the terms of a certain Separation Agreement and General Release, dated February 3, 2026, by and between the Company and Mr. Hillo,\nthe vesting of such restricted stock units were accelerated and vested in full on February 3, 2026. All equity awards to our employees,\nincluding NEOs, and to directors have been granted and reflected in our financial statements, based upon the applicable accounting\nguidance, with the exercise price equal to the fair market value of one share of Common Stock on the grant date.\n\n \n\n23\n\n \n\n \n\n**Outstanding\nEquity Awards at Fiscal Year-End**\n\n \n\nThe\nfollowing table provides information on outstanding equity awards as of December 31, 2025 to the NEOs:\n\n \n\n  \n  \nOption Awards  \nStock Awards \n\nName \nGrant Date \nNumber of Securities Underlying Unexercised Options (#) Exercisable  \nNumber of Securities Underlying Unexercised Options (#) Unexercisable  \nEquity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)  \nOption Exercise Price ($)  \nOption Expiration Date  \nNumber of Shares or Units of Stock That Have Not Vested (#)  \n**Market Value of Shares or Units of Stock That Have Not Vested(1) ($)**  \nEquity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)  \n**Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($)** \n\nMichael C. Battaglia(2) \n05/23/2023 \n -  \n -  \n -  \n$-  \n -  \n 5,369  \n$3,581  \n -  \n$- \n\nMichael C. Battaglia(3) \n01/25/2024 \n -  \n -  \n -  \n$-  \n -  \n 5,369  \n$3,581  \n -  \n$- \n\nMichael C. Battaglia(4) \n04/05/2024 \n -  \n -  \n -  \n$-  \n -  \n 21,190  \n$14,134  \n -  \n$- \n\nMichael C. Battaglia(5) \n01/21/2025 \n -  \n -  \n -  \n$-  \n -  \n 26,697  \n$14,134  \n -  \n$- \n\nMichael C. Battaglia(6) \n02/24/2025 \n -  \n -  \n -  \n$-  \n -  \n 146,341  \n$97,609  \n -  \n$- \n\nBrendan S. Jones \n02/25/2021 \n 33,333  \n -  \n -  \n$38.39  \n  02/25/27  \n -  \n$-  \n -  \n$- \n\nBrendan S. Jones \n04/12/2021 \n 648  \n -  \n -  \n$40.82  \n  04/11/27  \n -  \n$-  \n -  \n$- \n\nBrendan S. Jones \n02/25/2021 \n 33,333  \n -  \n -  \n$38.39  \n  02/25/28  \n -  \n$-  \n -  \n$- \n\nBrendan S. Jones \n04/12/2021 \n 648  \n -  \n -  \n$40.82  \n  04/11/28  \n -  \n$-  \n -  \n$- \n\nBrendan S. Jones \n02/25/2021 \n 33,334  \n -  \n -  \n$38.39  \n  02/25/29  \n -  \n$-  \n -  \n$- \n\nBrendan S. Jones \n04/12/2021 \n 648  \n -  \n -  \n$40.82  \n  04/11/29  \n -  \n$-  \n -  \n$- \n\nBrendan S. Jones(7) \n03/15/2023 \n -  \n -  \n -  \n$-  \n -  \n 5,568  \n$3,730  \n -  \n$- \n\nBrendan S. Jones(8) \n04/05/2024 \n -  \n -  \n -  \n$-  \n -  \n 56,292  \n$37,547  \n -  \n$- \n\nBrendan S. Jones(5) \n01/21/2025 \n -  \n -  \n -  \n$-  \n -  \n 66,907  \n$44,627  \n -  \n$- \n\nMichael Bercovich\n\n(9)\n \n06/26/2025 \n -  \n -  \n -  \n$-  \n -  \n 58,615  \n$39,096  \n -  \n$- \n\nMichael P. Rama \n06/05/2020 \n 50,000  \n -  \n -  \n$2.20  \n 02/07/26  \n -  \n$-  \n -  \n$- \n\nMichael P. Rama \n06/05/2020 \n 50,000  \n -  \n -  \n$2.20  \n 02/07/27  \n -  \n$-  \n -  \n$- \n\nMichael P. Rama \n04/12/2021 \n 885  \n -  \n -  \n$40.82  \n 04/12/27  \n -  \n$-  \n -  \n$- \n\nMichael P. Rama \n06/05/2020 \n 50,000  \n -  \n -  \n$2.20  \n 02/07/28  \n -  \n$-  \n -  \n$- \n\nMichael P. Rama \n04/12/2021 \n 885  \n -  \n -  \n$40.82  \n 04/12/28  \n -  \n$-  \n -  \n$- \n\nMichael P. Rama \n04/12/2021 \n 884  \n -  \n -  \n$40.82  \n 04/12/29  \n -  \n$-  \n -  \n$- \n\nAviv Hillo \n03/31/2019 \n 3,879  \n -  \n -  \n$3.13  \n  03/31/27  \n -  \n$-  \n -  \n$- \n\nAviv Hillo \n04/12/2021 \n 990  \n -  \n -  \n$40.82  \n  04/11/27  \n -  \n$-  \n -  \n$- \n\nAviv Hillo \n04/20/2020 \n 16,517  \n -  \n -  \n$1.83  \n  04/20/27  \n -  \n$-  \n -  \n$- \n\nAviv Hillo \n04/12/2021 \n 991  \n -  \n -  \n$40.82  \n  04/11/28  \n -  \n$-  \n -  \n$- \n\nAviv Hillo \n04/20/2020 \n 16,286  \n -  \n -  \n$1.83  \n  04/20/28  \n -  \n$-  \n -  \n$- \n\nAviv Hillo \n04/12/2021 \n 991  \n -  \n -  \n$40.82  \n  04/11/29  \n -  \n$-  \n -  \n$- \n\nAviv Hillo \n05/17/2022 \n 12,441  \n -  \n -  \n$15.70  \n  05/17/28  \n -  \n$-  \n -  \n$- \n\nAviv Hillo \n05/17/2022 \n 12,441  \n -  \n -  \n$15.70  \n  05/17/29  \n -  \n$-  \n -  \n$- \n\nAviv Hillo \n05/17/2022 \n 12,441  \n -  \n -  \n$15.70  \n  05/17/30  \n -  \n$-  \n -  \n$- \n\nAviv Hillo(10) \n03/15/2023 \n -  \n -  \n -  \n$-  \n -  \n 4,254  \n$2,837  \n -  \n$- \n\nAviv Hillo(11) \n04/05/2024 \n -  \n -  \n -  \n$-  \n -  \n 24,817  \n$16,553  \n -  \n$- \n\nAviv Hillo(12) \n01/21/2025 \n -  \n -  \n -  \n$-  \n -  \n 30,972  \n$20,658  \n -  \n$- \n\n \n\n \n\n(1)\nCalculated\nby multiplying the number of shares of Common Stock by $0.667, which is the quoted market price per share of our Common Stock as\nof December 31, 2025.\n\n \n\n24\n\n \n\n \n\n(2)\nThese\nshares vest in full on April 15, 2026, subject to immediate vesting upon an event constituting a change of control of the company.\n\n(3)\nThese\nshares vest in full on April 5, 2026, subject to immediate vesting upon an event constituting a change of control of the company.\n\n(4)\nThese\nshares vest in two equal increments on April 5, 2026 and 2027, subject to immediate vesting upon an event constituting a change of\ncontrol of the company.\n\n(5)\nThese\nshares vest in three equal increments on January 21, 2026, 2027 and 2028, subject to immediate vesting upon an event constituting\na change of control of the company.\n\n(6)\nThese\nshares vest in three equal increments on February 24, 2026, 2027 and 2028, subject to immediate vesting upon an event constituting\na change of control of the company.\n\n(7)\nThese\nshares vest in full on March 15, 2026, subject to immediate vesting upon an event constituting a change of control of the company.\n\n(8)\nThese\nshares vest in full on April 5, 2026, subject to immediate vesting upon an event constituting a change of control of the company.\n\n(9)\nThese\nshares vest in full on June 26, 2026, subject to immediate vesting upon an event constituting a change of control of the company.\n\n(10)\nThese\nshares were scheduled to vest in full on March 15, 2026, subject to immediate vesting upon an event constituting a change of control\nof the company. However, upon Mr. Hillo’s departure from the Company, pursuant to the terms of a certain Separation Agreement\nand General Release, dated February 3, 2026, by and between the Company and Mr. Hillo, the vesting of such restricted stock units\nwere accelerated and vested in full on February 3, 2026.\n\n(11)\nThese\nshares were scheduled to vest in two equal increments on April 5, 2026 and 2027, subject to immediate vesting upon an event constituting\na change of control of the company. However, upon Mr. Hillo’s departure from the Company, pursuant to the terms of a certain\nSeparation Agreement and General Release, dated February 3, 2026, by and between the Company and Mr. Hillo, the vesting of such restricted\nstock units were accelerated and vested in full on February 3, 2026.\n\n(12)\nThese\nshares were scheduled to vest in three equal increments on January 21, 2026, 2027 and 2028, subject to immediate vesting upon an\nevent constituting a change of control of the company. However, upon Mr. Hillo’s departure from the Company, pursuant to the\nterms of a certain Separation Agreement and General Release, dated February 3, 2026, by and between the Company and Mr. Hillo, the\nvesting of such restricted stock units were accelerated and vested in full on February 3, 2026.\n\n \n\n**Option\nExercises and Stock Vested During 2025**\n\n \n\nThe\nfollowing table sets forth information concerning the option exercises and stock awards vested of each of the NEOs during the year ended\nDecember 31, 2025:\n\n \n\n  \nOption Awards  \nStock Awards \n\n  \n\n**Number of**\n\n**Shares**\n\n**Acquired on**\n\n**Exercise**\n  \n\n**Value**\n\n**Realized on**\n\n**Exercise**\n  \n\n**Number of**\n\n**Shares**\n\n**Acquired On**\n\n**Vesting**\n  \n\n**Value**\n\n**Realized on**\n\n**Vesting**\n \n\nName \n(#)  \n($)  \n(#)  \n($) \n\nMichael C. Battaglia \n -  \n$-  \n 36,175  \n$28,975 \n\nBrendan S. Jones \n -  \n$-  \n 83,920  \n$70,334 \n\nMichael Bercovich \n -  \n$-  \n 29,074  \n$20,137 \n\nMichael P. Rama \n -  \n$-  \n 203,265  \n$155,144 \n\nAviv Hillo \n -  \n$-  \n 42,367  \n$35,806 \n\n \n\n**Pension\nBenefits**\n\n \n\nWe\nhave not adopted a pension plan and do not provide pension benefits to NEOs.\n\n \n\n**Non-Qualified\nDeferred Compensation**\n\n \n\nWe\nhave not adopted a non-qualified deferred compensation plan and do not provide non-qualified deferred compensation to NEOs.\n\n \n\n25\n\n \n\n \n\n**Employment\nand Management Contracts, Termination of Employment and Change-in-Control Agreements**\n\n \n\n**Michael\nC. Battaglia Employment Agreement**\n\n \n\nIn\nconnection with Mr. Battaglia’s appointment as the President and Chief Executive Officer, on January 23, 2025, we entered into\nan employment agreement with Mr. Battaglia, superseding his prior employment agreement, pursuant to which Mr. Battaglia will serve as\nthe Company’s President and Chief Executive Officer for a two-year term commencing on February 1, 2025. The employment term\nis automatically renewable for successive one-year periods thereafter unless either party provides timely notice of intent to terminate\nthe employment agreement. Mr. Battaglia will receive an annual base salary of $575,000 and will be eligible for annual grants under the\nSTI Program, with an annual target amount of 60% of his base salary, and under the LTI Program, with an annual target amount of 100%\nof his base salary, as described below. Within 30 days following the effective date of the employment agreement, he also received a one-time\nequity signing bonus of $150,000 worth of restricted common stock that vests annually in equal one-third installments beginning on the\nfirst anniversary of the grant date.\n\n \n\nMr.\nBattaglia’s STI Program bonus is a performance-based cash award, subject to the determination of performance results in accordance\nwith the terms of the STI Program. Specific performance targets and potential awards will be determined by the Compensation Committee\nin accordance with the STI Program and will reflect distinct KPI goals tailored specifically for each component, developed collaboratively\nby the Board, the Compensation Committee and the Company’s executive team.\n\n \n\nMr.\nBattaglia’s LTI Program bonus is comprised of two components governed by the LTI Program. The LTI Program provides that 50% of\nthe bonus is designated as performance-based stock awards in the form of RSUs that vest in four equal installments upon the achievement\nof specific stock price performance targets, and 50% of the bonus as time-based stock awards in the form of RSUs that vest annually in\nequal one-third increments on each anniversary of the grant date.\n\n \n\nThe\nabove bonuses and equity grants are subject to our clawback policies.\n\n \n\nIf\nMr. Battaglia’s employment is terminated by the Company without Cause (which includes willful material misconduct and willful failure\nto materially perform his responsibilities to the Company) or by him for Good Reason (which includes a material adverse change in Mr. Battaglia’s authority, duties or responsibilities), he is entitled to receive severance equal to 12 months of base salary plus\nhis target STI Program and LTI Program bonuses for the year of termination in return for his signing of a general release in favor of\nthe Company. If such termination occurs within six months before or after a “change of control,” the severance payments above\nwill be doubled and all unvested RSUs will vest. RSUs with performance components will vest and be prorated according to the performance\nachieved as of the change of control.\n\n \n\nUnder\nthe employment agreement, Mr. Battaglia is prohibited from disclosure of confidential information, which includes all information not\ngenerally known to the public regarding the Company and its affiliates, subsidiaries or its businesses. Mr. Battaglia further agreed\nthat during his employment with the Company and for 12 months thereafter he will not solicit or attempt to solicit any Company clients,\ncustomers or vendors for the purpose of providing services or products that compete with those offered by the Company for the same 12\nmonth period and, for the same period, he will not solicit, hire, recruit or attempt to hire or recruit, or induce the termination of\nemployment of any employee of the Company.\n\n \n\nFor purposes of 2026, the Board authorized (a) an annual target of 75% of\nMr. Battaglia’s base salary with respect to grants under the STI Program and (b) an annual target of 145% (combined) of Mr. Battaglia’s\nbase salary with respect to grants under the LTI Program.\n\n \n\n**Michael\nBercovich Employment Agreement**\n\n \n\nOn\nMay 29, 2025, we entered into an employment agreement with Michael Bercovich, to serve as our Chief Financial Officer. The employment\nagreement extends for a term expiring on June 23, 2027, and is automatically renewable for successive one-year periods thereafter unless\neither party provides timely notice of intent to terminate the agreement. The employment agreement provides that Mr. Bercovich will\nreceive an annual base salary of $430,000. In 2025, Mr. Bercovich was eligible for an annual performance-based cash bonus subject\nto the terms of the Plan and prorated based on the number of days from June 23, 2025 until the end of the year. Starting in 2026, and\nin subsequent years, Mr. Bercovich will be eligible to receive an annual performance-based cash bonus in accordance with the STI Program.\nIn both 2025 and subsequent years, the target amount of such bonus will be equal to 50% of his annual base salary and the bonus amount\nwill be based on meeting key performance indicators involving financial and strategic goals established by the Company with specific\nperformance targets and potential awards determined by the Compensation Committee. Mr. Bercovich will also be eligible to receive aggregate\nannual equity awards in accordance with the LTI Program equal to 50% of his annual base salary during the remainder of 2025 and through\n2026. Such awards will be issued in the form of RSUs. Of such RSUs, 50% of the RSUs are designated as performance-based stock awards\nand will vest in four equal installments upon the achievement of specified escalating stock price thresholds, and 50% of the RSUs are\ndesignated as time-based stock awards and will vest in equal one-third increments on each anniversary of the grant date, in each instance\nsubject to his continued employment with the Company on the applicable vesting date and satisfying the KPIs and other performance criteria.\nIn 2027 and any renewal terms, performance-based and time-based equity awards will be made at the discretion of the Compensation Committee\nand vesting terms will be included in any award agreements, with a bonus amount of up to 50% of Mr. Bercovich’s annual base salary.\n\n \n\n26\n\n \n\n \n\nWe\nalso agreed to (i) grant Mr. Bercovich a one-time equity signing bonus of $107,500 worth of restricted stock units, with 50% vesting\non the six-month employment start date anniversary, and the remaining 50% vesting on the 12-month employment start date anniversary,\n(ii) grant Mr. Bercovich a one-time Management by Objective Bonus of $150,000 upon our receipt of at least $25.0 million in gross proceeds,\nand $250,000 upon our receipt of at least $30.0 million in gross proceeds, from an equity or debt financing round by June 23, 2026, and\n(iii) pay or reimburse Mr. Bercovich for reasonable cash-out expenses to relocate to the Washington DC-metro area of up to $75,000. The\nabove cash bonus and equity awards are subject to our “clawback” policies.\n\n \n\nIf\nMr. Bercovich’s employment is terminated by us without Cause (which includes willful material misconduct and willful failure to\nmaterially perform his responsibilities to the company) or by him for Good Reason (which includes a material adverse change in Mr. Bercovich’s\nauthority, duties or responsibilities), he is entitled to receive severance equal to 12 months of base salary plus his target bonus under\nthe STI Program and LTI Program for the year of termination in return for his signing of a general release in favor of the company. If\nsuch termination occurs within six months before or within 12 months after a “change of control,” Mr. Bercovich will be entitled\nto receive an amount equal to three times the amount of his annual base salary and the full amount of his target bonus for the year in\nwhich the termination date occurs. In addition, all unvested restricted stock units under a time-based long-term award will vest immediately\nat that time.\n\n \n\nUnder\nMr. Bercovich’s employment agreement, Mr. Bercovich is prohibited from disclosing confidential information, which includes all\ninformation not generally known to the public regarding the company and its affiliates, subsidiaries or its businesses. Mr. Bercovich\nfurther agreed that during his employment with the company and for 12 months thereafter he will not solicit or attempt to solicit any\nof our clients, customers or vendors for the purpose of providing services or products that compete with those offered by us for the\nsame 12 month period and, for the same period, he will not solicit, hire, recruit or attempt to hire or recruit, or induce the termination\nof employment of any employee of the company.\n\n \n\nFor\npurposes of 2026, the Board authorized (a) an annual target of 62.5% of Mr. Bercovich’s base salary with respect to grants under\nthe STI Program and (b) an annual target of 145% (combined) of Mr. Bercovich’s base salary with respect to grants under the LTI\nProgram.\n\n \n\n**Retirement\nand Savings Plan**\n\n** **\n\nIn\nthe United States, we maintain a tax qualified retirement plan (the “401(k) Plan”) that provides eligible employees with\nan opportunity to save for retirement on a tax advantaged basis. Eligible employees may participate in the 401(k) Plan on the entry date\ncoincident with or following the date they meet the 401(k) Plan’s age and service eligibility requirements. The entry date is the\nfirst of the month. To meet the age and service eligibility requirements, otherwise eligible employees must be age 21 or older and complete\ntwo full consecutive months of employment. Participants are able to defer up to 100% of their eligible compensation subject to applicable\nannual Code limits. All participants’ interest in their deferrals are 100% vested when contributed. Currently, the 401(k) Plan\nprovides 4% matching contributions on employee deferrals.\n\n \n\nOutside\nof the United States, the Company provides retirement and pension-related benefits that are designed to remain market-competitive and\naligned with local market practices and cultural norms in the jurisdictions in which it operates. These programs are intended to complement\napplicable government-sponsored retirement systems and support the Company’s ability to attract and retain qualified employees\nglobally.\n\n** **\n\n27\n\n \n\n****\n\n \n\n**Incentive\nCompensation Plans**\n\n** **\n\nIn\nJuly 2018, our Board adopted the Plan. The holders of a majority of our shares of Common Stock approved the Plan at our\nstockholders meeting held on September 7, 2018. The Plan enables us to grant stock options, restricted stock, dividend\nequivalents, stock payments, deferred stock, restricted stock units, stock appreciation rights, performance share awards, and other\nincentive awards to employees, directors, consultants and advisors, and to improve our ability to attract, retain and motivate\nindividuals upon whom our sustained growth and financial success depend, by providing such persons with an opportunity to acquire or\nincrease their proprietary interest in us. Stock options granted under the Plan may be non-qualified stock options or incentive\nstock options, within the meaning of Section 422(b) of the Code, except that stock options granted to outside directors and any\nconsultants or advisers providing services to us or an affiliate shall in all cases be non-qualified stock options. The option price\nmust be at least 100% of the fair market value on the date of grant and if, issued to a 10% or greater stockholder, must be at least\n110% of the fair market value on the date of the grant.\n\n \n\nThe Plan is administered by the Compensation Committee of the Board, which has discretion over the awards and grants thereunder. At\nour stockholders meeting held on July 24, 2023, stockholders approved an amendment to the Plan to increase the aggregate maximum\nnumber of shares of Common Stock for which stock options or awards may be granted pursuant to the Plan from 5,000,000 to 7,000,000.\nNo awards may be issued on or after September 7, 2028.\n\n \n\nAs\nof December 31, 2025, stock options to purchase an aggregate of 496,600 shares of Common Stock and 1,474,443 restricted stock units were\noutstanding and issued to employees and members of the Board under the Plan.\n\n \n\n**Compensation\nCommittee Interlocks and Insider Participation**\n\n \n\nNo\nmember of the Compensation Committee was an officer or employee of our company or any subsidiary of the company during the fiscal year\nended December 31, 2025. No member of the Compensation Committee was a member of the compensation committee of another entity during\nthe fiscal year ended December 31, 2025. None of our executive officers was a director or a member of the compensation committee of another\nentity during the fiscal year ended December 31, 2025. There were no transactions between any member of the Compensation Committee and\nthe company during the fiscal year ended December 31, 2025 requiring disclosure pursuant to Item 404 of Regulation S-K promulgated under\nthe Exchange Act.\n\n \n\n28\n\n \n\n \n\n**Pay\nRatio Disclosure**\n\n** **\n\nAs\nrequired by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, our company is providing the following information\nabout the relationship between the annual total compensation of the company’s employees and the annual total compensation of the\nchief executive officer during the 2025 fiscal year. The CEO pay ratio figures below are a reasonable estimate calculated in a manner\nconsistent with Item 402(u) of Regulation S-K under the Exchange Act.\n\n \n\nAs\nof December 31, 2025, we had 320 full-time employees.\n\n \n\nWe\ndetermined the total annual compensation for our employees for the year ended December 31, 2025 using data from our payroll records for\nthe month of December 2025, which we then extrapolated for the full year of 2025. The components of total annual compensation for our\nemployees are the same as those used to determine the total compensation of our NEOs for the purposes of the Summary Compensation Table.\nTotal annual compensation for our CEO during the 2025 fiscal year was annualized based on Mr. Battaglia’s employment agreement\nentered into in January 2025. We did not make any full-time equivalent adjustments for part-time employees. The results were then ranked,\nexcluding the chief executive officer, from lowest to highest, and the median employee was identified. We then compared the total annual\ncompensation of the median employee to that of the chief executive officer. The total annual compensation of the median employee for\nthe year ended December 31, 2025 was $55,800. For the year ended December 31, 2025, the ratio of our chief executive officer’s\ntotal annual compensation to that of our median employee was approximately 15:1.\n\n \n\nThe\nSEC rules for identifying the median employee and calculating the pay ratio based on that employee’s total annual compensation\nallow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that\nreflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported\nabove, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions,\nestimates and assumptions in calculating their own pay ratios.\n\n \n\n**Pay\nVersus Performance**\n\n \n\nIn\naccordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the following table\ndescribes the executive compensation for our Chief Executive Officer, who is our principal executive officer, the former Chief Executive\nOfficer and the other NEOs, and our company’s performance for the five most recently completed fiscal years.\n\n \n\nYear\n \nSummary\nCompensation Table Total for PEO – Michael D. Farkas1\n \n \nSummary\nCompensation Table Total for PEO – Brendan S. Jones2\n \n \nSummary\nCompensation Table Total for PEO – Michael Battaglia3\n \n \nCompensation\nActually Paid to PEO – Michael D. Farkas4\n \n \nCompensation\nActually Paid to PEO – Brendan S. Jones4\n \n \nCompensation\nActually Paid to PEO – Michael Battaglia4\n \n \nAverage\nSummary Compensation Table Total for Non-PEO NEOs5\n \n \n\nAverage\nCompen-\n\nsation\nActually\n\nPaid\nto Non-PEO NEOs6\n\n \n \n\nTotal\nShare-\n\nholder\nReturn7\n\n \n \n\nPeer\n\nGroup\n\nTotal\n\nShare-\n\nholder\nReturn8\n\n \n \nNet\nLoss (in thousands)9\n \n \nRevenue\n(in thousands)10\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \nValue\nof Initial Fixed $100 Investment Based On:\n \n \n \n \n \n \n \n\nYear\n \nSummary\nCompensation Table Total for PEO – Michael D. Farkas1\n \n \nSummary\nCompensation Table Total for PEO – Brendan S. Jones2\n \n \nSummary\nCompensation Table Total for PEO – Michael Battaglia3\n \n \nCompensation\nActually Paid to PEO – Michael D. Farkas4\n \n \nCompensation\nActually Paid to PEO – Brendan S. Jones4\n \n \nCompensation\nActually Paid to PEO – Michael Battaglia4\n \n \nAverage\nSummary Compensation Table Total for Non-PEO NEOs5\n \n \n\nAverage\nCompen-\n\nsation\nActually\n\nPaid\nto Non-PEO NEOs6\n\n \n \n\nTotal\nShare-\n\nholder\nReturn7\n\n \n \n\nPeer\n\nGroup\n\nTotal\n\nShare-\n\nholder\nReturn8\n\n \n \nNet\nLoss (in thousands)9\n \n \nRevenue\n(in thousands)10\n \n\n2025\n \n$\n- \n \n \n$\n222,465\n \n \n$\n805,635\n \n \n$\n- \n \n \n$\n62,872\n \n \n$\n813,214\n \n \n$\n379,715\n \n \n$\n370,213\n \n \n$\n1.56\n \n \n$\n191.03\n \n \n$\n(83,385)\n \n \n$\n103,520\n \n\n2024\n \n$\n-\n \n \n$\n1,543,640\n \n \n$\n -\n \n \n$\n-\n \n \n$\n1,262,095\n \n \n$\n -\n \n \n$\n798,892\n \n \n$\n676,127\n \n \n$\n3.25\n \n \n$\n136.79\n \n \n$\n(198,132\n)\n \n$\n126,197\n \n\n2023\n \n$\n11,137,081\n \n \n$\n1,513,341\n \n \n$\n -\n \n \n$\n8,317,523\n \n \n$\n1,022,033\n \n \n$\n -\n \n \n$\n2,150,570\n \n \n$\n1,998,564\n \n \n$\n7.93\n \n \n$\n109.14\n \n \n$\n(203,693\n)\n \n$\n140,598\n \n\n2022\n \n$\n15,877,812\n \n \n$\n-\n \n \n$\n -\n \n \n$\n4,187,889\n \n \n$\n-\n \n \n$\n -\n \n \n$\n1,585,440\n \n \n$\n614,106\n \n \n$\n25.66\n \n \n$\n88.13\n \n \n$\n(91,560\n)\n \n$\n61,139\n \n\n2021\n \n$\n18,003,751\n \n \n$\n-\n \n \n$\n -\n \n \n$\n9,729,230\n \n \n$\n-\n \n \n$\n -\n \n \n$\n1,595,865.25\n \n \n$\n563,947\n \n \n$\n62.01\n \n \n$\n114.26\n \n \n$\n(55,119\n)\n \n$\n20,940\n \n\n \n\n(1)During\nfiscal year 2020, 2021, 2022 and part of fiscal year 2023, Mr. Farkas served as our Principal\nExecutive Officer (“PEO”). The dollar amounts reported in this column are the\namounts of total compensation reported for each corresponding year in the Total column of\nthe Summary Compensation Table.\n\n(2)During\n(a) part of fiscal year 2023, (b) during fiscal year 2024 and (c) during part of fiscal year\n2025, Mr. Jones served as our PEO. The dollar amounts reported in this column are the amounts\nof total compensation reported for each corresponding year in the Total column of the Summary\nCompensation Table.\n\n(3)During\npart of fiscal year 2025, Mr. Battaglia served as our PEO. The dollar amounts reported in\nthis column are the amounts of total compensation reported for each corresponding year in\nthe Total column of the Summary Compensation Table.\n\n(4)The\ndollar amounts reported in this column represent the amount of “compensation actually\npaid” to Messrs. Farkas, Jones and Battaglia as computed in accordance with Item 402(v)\nof Regulation S-K. The amounts do not reflect the actual amount of compensation earned by\nor paid to Messrs. Farkas, Jones and Battaglia during the applicable year. In accordance\nwith the requirements of Item 402(v) of Regulation S-K, the following adjustments were made\nto Messrs. Jones’ and Battaglia’s total compensation for 2025 to determine the\ncompensation actually paid:\n\n(5)\nThe\ndollar amounts reported represent the average of the amounts reported for the company’s NEOs as a group (excluding (a) Mr.\nFarkas for 2021, 2022 and 2023, (b) Mr. Jones for 2024 and 2025, and (c) Mr. Battaglia for 2025) in the “Total” column\nof the Summary Compensation Table in each applicable year. The NEOs (excluding Mr. Jones for (a) Mr. Farkas for 2021, 2022 and 2023,\n(b) Mr. Jones for 2024 and 2025, and (c) Mr. Battaglia for 2025) included for purposes of calculating the average amounts in each\napplicable year are as follows: (i) for 2025, Michael Bercovich, Michael Rama and Aviv Hillo; (ii) for 2024 and 2023, Michael Rama,\nAviv Hillo, Harjinder Bhade and Michael Battaglia; and (iii) for 2022 and 2021, Brendan Jones, Michael Rama, Aviv Hillo and Harjinder\nBhade.\n\n(6)\nThe\ndollar amounts reported in this column represent the average amount of “compensation actually paid” to the Non-PEO NEOs\nas a group as identified in footnote 5 above, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do\nnot reflect the actual average of compensation earned by or paid to these NEOs as a group during the applicable year. In accordance\nwith the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for\nthese NEOs as a group for 2025 to determine the compensation actually paid.\n\n(7)\nCumulative\ntotal shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming\ndividend reinvestment, and the difference between the share price at the end and the beginning of the measurement period by the share\nprice at the beginning of the measurement period. For purposes of these amounts, the beginning of the measurement period is December\n31, 2021.\n\n(8)\nRepresents\nthe weighted peer group total shareholder return, weighted according to the respective companies’ respective stock market capitalization\nat the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published\nindex: MSCI ACWI: Electrical Equipment. The 2022 proxy statement misidentified the MSCI ACWI: Electrical Equipment as the S&P\n500 index.\n\n(9)\nThe\ndollar amounts reported represent the amount of net income reflected in our company’s audited financial statements for the\napplicable year.\n\n(10)\nThis\ncolumn is the “Designated as the Company-Selected Measure,” which in the registrant’s assessment represents the\nmost important financial performance measure (that is not otherwise required to be disclosed in the table) used by the registrant\nto link compensation actually paid to the registrant’s NEOs, for the most recently completed fiscal year, to company performance.\n\n \n\n(1)During\nfiscal year 2020, 2021, 2022 and part of fiscal year 2023, Mr. Farkas served as our Principal\nExecutive Officer (“PEO”). The dollar amounts reported in this column are the\namounts of total compensation reported for each corresponding year in the Total column of\nthe Summary Compensation Table.\n\n  \n\n(2)During\n(a) part of fiscal year 2023, (b) during fiscal year 2024 and (c) during part of fiscal year\n2025, Mr. Jones served as our PEO. The dollar amounts reported in this column are the amounts\nof total compensation reported for each corresponding year in the Total column of the Summary\nCompensation Table.\n\n  \n\n(3)During\npart of fiscal year 2025, Mr. Battaglia served as our PEO. The dollar amounts reported in\nthis column are the amounts of total compensation reported for each corresponding year in\nthe Total column of the Summary Compensation Table.\n\n \n\n(4)The\ndollar amounts reported in this column represent the amount of “compensation actually\npaid” to Messrs. Farkas, Jones and Battaglia as computed in accordance with Item 402(v)\nof Regulation S-K. The amounts do not reflect the actual amount of compensation earned by\nor paid to Messrs. Farkas, Jones and Battaglia during the applicable year. In accordance\nwith the requirements of Item 402(v) of Regulation S-K, the following adjustments were made\nto Messrs. Jones’ and Battaglia’s total compensation for 2025 to determine the\ncompensation actually paid:\n\n \n\n29\n\n \n\n \n\n2025 \nMr. Jones  \nMr. Battaglia \n\nSummary Compensation Table Total \n$222,465  \n$805,635 \n\nLess, Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year \n$(92,999) \n$(37,107)\n\nPlus, Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year \n$44,627  \n$99,815 \n\nPlus, Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years \n$(44,725) \n$(23,084)\n\nPlus, Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year \n$0  \n$0 \n\nPlus, Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year \n$(66,496) \n$(32,045)\n\nLess, Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year \n$0  \n$0 \n\nAdjustment for Compensation Amount \n$0  \n$0 \n\nCompensation Actually Paid \n$62,872  \n$813,214 \n\n \n\n(5)\nThe\ndollar amounts reported represent the average of the amounts reported for the company’s NEOs as a group (excluding (a) Mr.\nFarkas for 2021, 2022 and 2023, (b) Mr. Jones for 2024 and 2025, and (c) Mr. Battaglia for 2025) in the “Total” column\nof the Summary Compensation Table in each applicable year. The NEOs (excluding Mr. Jones for (a) Mr. Farkas for 2021, 2022 and 2023,\n(b) Mr. Jones for 2024 and 2025, and (c) Mr. Battaglia for 2025) included for purposes of calculating the average amounts in each\napplicable year are as follows: (i) for 2025, Michael Bercovich, Michael Rama and Aviv Hillo; (ii) for 2024 and 2023, Michael Rama,\nAviv Hillo, Harjinder Bhade and Michael Battaglia; and (iii) for 2022 and 2021, Brendan Jones, Michael Rama, Aviv Hillo and Harjinder\nBhade.\n\n \n\n(6)\nThe\ndollar amounts reported in this column represent the average amount of “compensation actually paid” to the Non-PEO NEOs\nas a group as identified in footnote 5 above, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do\nnot reflect the actual average of compensation earned by or paid to these NEOs as a group during the applicable year. In accordance\nwith the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for\nthese NEOs as a group for 2025 to determine the compensation actually paid:\n\n \n\nAverage Non-PEO NEOs \n2025 \n\nSummary Compensation Table Total \n$379,715 \n\nLess, Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year \n$(28,837)\n\nPlus, Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year \n$6,886 \n\nPlus, Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years \n$(7,006)\n\nPlus, Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year \n$32,723 \n\nPlus, Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year \n$(13,269)\n\nLess, Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year \n$0 \n\nAdjustment for Compensation Amount \n$0 \n\nAverage Compensation Actually Paid to Non-PEO NEOs \n$370,213 \n\n  \n\n(7)\nCumulative\ntotal shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming\ndividend reinvestment, and the difference between the share price at the end and the beginning of the measurement period by the share\nprice at the beginning of the measurement period. For purposes of these amounts, the beginning of the measurement period is December\n31, 2021.\n\n \n\n(8)\nRepresents\nthe weighted peer group total shareholder return, weighted according to the respective companies’ respective stock market capitalization\nat the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published\nindex: MSCI ACWI: Electrical Equipment. The 2022 proxy statement misidentified the MSCI ACWI: Electrical Equipment as the S&P\n500 index.\n\n \n\n30\n\n \n\n \n\n(9)\nThe\ndollar amounts reported represent the amount of net income reflected in our company’s audited financial statements for the\napplicable year.\n\n \n\n(10)\nThis\ncolumn is the “Designated as the Company-Selected Measure,” which in the registrant’s assessment represents the\nmost important financial performance measure (that is not otherwise required to be disclosed in the table) used by the registrant\nto link compensation actually paid to the registrant’s NEOs, for the most recently completed fiscal year, to company performance.\n\n \n\n**Relationships\nBetween Certain Data in the Pay Versus Performance Table**\n\n \n\n**Description\nof Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return**\n\n \n\nThe\nfollowing chart sets forth the relationship between (i) our company’s cumulative total shareholder return over the five most recently\ncompleted fiscal years and the MSCI ACWI: Electrical Equipment index’s cumulative total shareholder return over the same period,\nand (ii) the compensation actually paid to our PEO and the average compensation actually paid to our Non-PEO NEOs.\n\n \n\n \n\n \n\n31\n\n \n\n \n\n**Description\nof Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income**\n\n \n\nThe\nfollowing chart sets forth the relationship between compensation actually paid to our PEO, the average compensation actually paid to\nour Non-PEO NEOs and our net income during the five most recently completed fiscal years.\n\n \n\n \n\n \n\n**Description\nof Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Revenue**\n\n \n\nThe\nfollowing chart sets forth the relationship between compensation actually paid to our PEO, the average compensation actually paid to\nour Non-PEO NEOs and our revenue during the five most recently completed fiscal years.\n\n \n\n \n\n**Tabular\nList of Most Important Financial Performance Measures**\n\n \n\nWe\nselected the following measures as most important to link compensation actually paid to our NEOs for fiscal year 2025 to company performance.\n\n \n\n**Most\nImportant Measures for Determining PEO and Non-PEO NEO Pay**\n\nTotal\nSales\n\nServices\nRevenue\n\nTransition\nto CPO Model\n\nCapital\nRaise\n\n** **\n\n32\n\n \n\n** **\n\n**Director\nCompensation Discussion**\n\n \n\n**Compensation\nof Directors**\n\n \n\nThe\nfollowing table provides information for 2025 regarding all compensation awarded to, earned by or paid to each person who served as a\ndirector for all or some portion of 2025:\n\n \n\nName \n\n**Fees**\n\n**Earned**\n\n**or Paid**\n\n**in Cash**\n\n**($)**\n  \n\n**Stock**\n\n**Awards(1) ($)**\n  \nOption\nAwards\n($)  \n\n**Non-Equity**\n\n**Incentive Plan**\n\n**Compensation ($)**\n  \n\n**Change in**\n\n**Pension Value**\n\n**and**\n\n**Nonqualified Deferred**\n\n**Compensation**\n\n**Earnings**\n  \n\n**All Other**\n\n**Compensation**\n\n**($)**\n  \n\n**Total**\n\n**($)**\n \n\nMartha J. Crawford \n$102,500  \n$165,213  \n$-  \n$-  \n -  \n$-  \n$267,713 \n\n  \n    \n    \n    \n    \n    \n    \n   \n\nJack Levine \n$100,000  \n$165,213  \n$-  \n$-  \n -  \n$-  \n$265,213 \n\n  \n    \n    \n    \n    \n    \n    \n   \n\nRitsaart J.M. van Montfrans \n$150,700  \n$198,255  \n$-  \n$-  \n -  \n$-  \n$348,955 \n\n  \n    \n    \n    \n    \n    \n    \n   \n\nKristina A. Peterson(2) \n$47,411  \n$-  \n$-  \n$-  \n -  \n$-  \n$47,411 \n\n  \n    \n    \n    \n    \n    \n    \n   \n\nCedric L. Richmond(2) \n$46,195  \n$-  \n$-  \n$-  \n -  \n$-  \n$46,195 \n\n  \n    \n    \n    \n    \n    \n    \n   \n\nTotal \n$446,806  \n$528,681  \n$-  \n$-  \n$-  \n$-  \n$975,487 \n\n \n\n \n\n(1)\nMr.\nvan Montfrans was awarded 196,292 restricted stock units and each of Mr. Levine and Ms. Crawford was awarded 163,577 restricted stock\nunits. These awards were granted on June 26, 2025 pursuant to the 2018 Plan with respect to service as a director during 2025-2026.\nThe restricted stock units vest upon the earlier of (a) June 26, 2026 or (b) the date immediately preceding the next annual meeting\nof the stockholders of our company.\n\n(2)\nMs.\nPeterson and Mr. Richmond did not stand for re-election to the Board at the June 26, 2025 annual meeting of stockholders.\n\n \n\n**Agreements\nRegarding Board Service**\n\n** **\n\nIn\nJune 2022, the Board approved a Board compensation plan, which was modified in May 2024 (the “2022 Board Plan”), superseding\nthe prior compensation structure adopted by the Board in December 2017. The 2022 Board Plan only applies to the non-employee members\nof the Board. The employee members of the Board are not paid separate compensation for serving on the Board. The 2022 Board Plan superseded\nall prior compensation arrangements with the Board members.\n\n \n\nPursuant\nto the 2022 Board Plan, each non-employee member of the Board receives an annual cash retainer of $80,000. The chairman or lead independent\ndirector of the Board (currently, Mr. van Montfrans) receives a supplemental annual cash retainer in the amount of $30,000. Each non-employee\nmember of the Board that serves in a chairperson role or as a member of a committee receives a supplemental annual cash retainer in an\namount equal to the corresponding role: (i) Chair of the Audit Committee - $15,000; Member of the Audit Committee - $7,500; (ii) Chair\nof the Compensation Committee - $15,000; Member of the Compensation Committee - $5,000; and (iii) Chair of the Nominating and CG Committee\n- $10,000; Member of the Nominating and CG Committee - $5,000. The annual and supplemental cash retainers are payable quarterly during\nthe last month of each quarter. We reimburse our non-employee directors for reasonable travel and other expenses incurred in connection\nwith attending Board and company meetings or events. Commencing in August 2023, we also provide our Chairman of the Board a monthly electric\nvehicle car allowance of $1,100.\n\n \n\nIn\naddition, each non-employee director will receive an annual award for the number of shares of our Common Stock that have a market value\nof $150,000 based on the closing price of the Common Stock on the last business day preceding the grant date. The lead independent director\nwill receive an additional annual award for the number of shares of our Common Stock that have a market value of $30,000. Equity-based\ncompensation will be granted on or about March 31 of each year, based on the fair market value of our Common Stock on the grant date.\nWe believe that equity compensation helps to further align the interests of our directors with those of our stockholders because the\nvalue of directors’ share ownership will rise and fall with that of our other stockholders. No equity awards will include any form\nof “gross-up payment” to cover taxes.\n\n** **\n\n33\n\n \n\n** **\n\n**Ownership\nof Equity Securities of the Company**\n\n \n\n**Security\nOwnership of Certain Beneficial Owners and Management**\n\n \n\nThe\nfollowing table sets forth certain information regarding our shares of Common Stock beneficially owned as of April 30, 2026, for (i)\neach stockholder known to be the beneficial owner of 5% or more of our outstanding shares of Common Stock, (ii) each NEO and director,\nand (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) over which such\nperson, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire\nbeneficial ownership at any time within 60 days after such date upon the exercise of stock options, warrants, convertible securities\nor the vesting of RSUs. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors\nand executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.\n\n \n\nFor\npurposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of Common Stock\nthat such person has the right to acquire within 60 days after April 30, 2026. For purposes of computing the percentage of outstanding\nshares of Common Stock held by each person or group of persons, any shares that such person or persons has the right to acquire within\n60 days after April 30, 2026 is deemed to be outstanding but is not deemed to be outstanding for the purpose of computing the percentage\nownership of any other person. The inclusion of any shares listed as beneficially owned does not constitute an admission of beneficial\nownership.\n\n \n\n**Name and Address of Beneficial Owner(1)** \n\n**Shares of**\n\n**Common**\n\n**Stock**\n\n**Beneficially**\n\n**Owned**\n  \n\n**Percentage of**\n\n**Common**\n\n**Stock**\n\n**Outstanding(2)**\n \n\n  \n   \n  \n\nDirectors and Named Executive Officers: \n    \n   \n\n  \n    \n   \n\nMichael C. Battaglia \n 385,981(3) \n * \n\n  \n    \n   \n\nBrendan S. Jones \n 386,923(4) \n * \n\n  \n    \n   \n\nMichael Bercovich \n 230,517(5) \n  * \n\n  \n    \n   \n\nMichael P. Rama \n 407,292(6) \n * \n\n  \n    \n   \n\nAviv Hillo \n 302,300(7) \n * \n\n  \n    \n   \n\nMartha J. Crawford \n 222,125(8) \n * \n\n  \n    \n   \n\nJack Levine \n 400,836(9) \n * \n\n  \n    \n   \n\nGlen Moller \n 47,007(10) \n * \n\n  \n    \n   \n\nRitsaart J.M. van Montfrans \n 266,637(11) \n * \n\n  \n    \n   \n\nAll directors and executive officers as a group (9 persons) \n 2,649,618(12) \n 1.8%\n\n \n\n \n\n*\nLess than 1% of the outstanding shares.\n\n \n\n(1)\nEach person maintains a mailing address at c/o Blink Charging Co., 17301 Melford Blvd., Bowie,\nMaryland 20715, except as noted below.\n\n \n\n(2)\nApplicable percentage ownership is based on 143,654,808 shares of Common Stock outstanding as of April 30, 2026.\n\n \n\n(3)\nIncludes 17,797 shares of Common Stock issuable upon the vesting of restricted stock units.\n\n \n\n(4)\nIncludes 101,945 shares of Common Stock issuable upon the exercise of stock options. The foregoing information is based solely upon the\nSection 16 filings made by Mr. Jones.\n\n \n\n(5)\nIncludes 58,615 shares of Common Stock issuable upon the vesting of restricted stock units.\n\n \n\n(6)\nIncludes 102,654 shares of Common Stock issuable upon the exercise of stock options. The foregoing information is based solely upon the\nSection 16 filings made by Mr. Rama.\n\n \n\n(7)\nIncludes 76,977 shares of Common Stock issuable upon the exercise of stock options. The foregoing information is based solely upon the\nSection 16 filings made by Mr. Hillo.\n\n \n\n(8)\nIncludes 163,577 shares of Common Stock issuable upon the vesting of restricted stock units.\n\n \n\n(9)\nIncludes (a) 193,857 shares of Common Stock held by the Jack Levine Revocable Trust, of which Mr. Levine is the trustee and beneficiary\nof the trust and has voting and investment power with respect to such shares and (b) 163,577 shares of Common Stock issuable upon the\nvesting of restricted stock units.\n\n \n\n(10)\nIncludes 47,007 shares of Common Stock issuable upon the vesting of restricted stock units.\n\n \n\n(11)\nIncludes 196,292 shares of Common Stock issuable upon the vesting of restricted stock units.\n\n \n\n(12)\nIncludes 281,576 exercisable stock options to purchase an aggregate of 281,576 shares of Common Stock and 646,865 shares of Common Stock\nissuable upon the vesting of restricted stock units.\n\n \n\n34\n\n \n\n** **\n\n**PROPOSAL\n1**\n\n \n\n**ELECTION\nOF DIRECTORS**\n\n \n\nOur\nBoard has nominated each of the four individuals identified below to stand for election at the Annual Meeting. The Board nominees, current\ncommittee involvement and certain other relevant information is set forth below:\n\n \n\n**Name**\n** **\n**Age**\n \n\n**Director**\n\n**Since**\n\n \n\n**Audit**\n\n**Committee**\n\n \n\n**Compensation**\n\n**Committee**\n\n \n**Nominating\nand Corporate Governance Committee**\n\nRitsaart\nJ.M. van Montfrans\n \n54\n \n2019\n \nX\n \nX\n(Chair)\n \nX\n\nMichael\nC. Battaglia\n \n55\n \n2025\n \n \n \n \n \n \n\nJack\nLevine\n \n75\n \n2019\n \nX\n(Chair)\n \nX\n \nX\n\nGlen\nMoller\n \n54\n \n2026\n \n \n \n \n \n \n\n \n\nPursuant\nto our Bylaws, only our Board will be able to fill any vacancies on the Board until the next succeeding Annual Meeting of Stockholders.\nEach director’s term continues until the election and qualification of such director’s successor, or such director’s\nearlier death, resignation or removal. Between successive annual meetings, the Board has the power to appoint one or more additional\ndirectors, but not more than half the number of directors fixed at the last stockholder meeting at which directors were elected.\n\n \n\n**With\nrespect to Proposal 1, you may vote FOR all nominees, WITHHOLD your vote as to all nominees, or FOR all nominees except those specific\nnominees from whom you WITHHOLD your vote. The nominees receiving the most FOR votes will be elected. A properly executed proxy marked\nWITHHOLD with respect to the election of one or more directors will not be voted with respect to the director or directors indicated.**\n\n \n\n**Nominees\nfor Election at this Annual Meeting**\n\n \n\nSet\nforth below is biographical information for each nominee and a summary of the specific qualifications, attributes, skills and experiences\nwhich led our Board to conclude that each nominee should serve on the Board at this time. All of our nominees meet the qualifications\nand skills of our Board of Directors Corporate Governance Guidelines – Criteria for Director Nomination. There are no family relationships\namong any of our nominee directors or among any of our nominee directors and our executive officers. Martha Crawford is not standing\nfor reelection to the Board at this Annual Meeting.\n\n \n\n**Ritsaart\nJ.M. van Montfrans**\n\n \n\nRitsaart\nJ.M. van Montfrans became a member of our Board in December 2019 and was named the Chairman of the Board in May 2023. He is an experienced\nentrepreneur in Europe. He is currently the Chief Executive Officer of Incision Group, a medtech scale-up in team performance and education,\nsince January 2017, and co-founded and led ScaleUpNation, a growth accelerator for ventures with large scale-up potential, from February\n2016 to January 2017, each in Amsterdam, the Netherlands.\n\n \n\nIn\nFebruary 2009, Mr. van Montfrans founded NewMotion, which grew to become the leading service provider for electric vehicles in Europe,\nwith the largest network of charging stations. Mr. van Montfrans served as Chief Executive Officer and International Business Development\nDirector of NewMotion until February 2016, shortly before the company was purchased by Royal Dutch Shell. Prior to NewMotion, Mr. van\nMontfrans was a partner of H2 Equity Partners, an investment firm in Amsterdam, from September 2002 to February 2009, an engagement manager\nat McKinsey & Co. in Amsterdam from May 1999 to September 2002, and an associate in the mergers and acquisitions group of J.P. Morgan\nin London. Mr. van Montfrans received a Master of Business Administration degree from the University of Groningen in the Netherlands.\n\n \n\nMr.\nvan Montfrans brings extensive EV charging industry knowledge and a deep background in technology growth companies, mergers and acquisitions,\nand capital market activities. His leadership of NewMotion and in-depth knowledge of the EV charging market and broad range of companies\nin the industry (with a focus on Western Europe) make him well qualified to be a member of the Board.\n\n** **\n\n35\n\n \n\n** **\n\n**Michael\nC. Battaglia**\n\n \n\nMichael\nC. Battaglia serves as our President and Chief Executive Officer and has been a member of the Board since February 1, 2025. As Chief\nExecutive Officer, Mr. Battaglia is responsible for the Company’s overall strategy, operations, and performance, with a focus on\ndriving sustainable growth, improving network utilization, enhancing site-level economics, and advancing operational excellence across\nthe Company’s global footprint.\n\n \n\nMr.\nBattaglia joined the Company in August 2020 as Vice President of Sales. He was promoted to Senior Vice President of Sales and Business\nDevelopment in January 2021, Chief Revenue Officer in December 2022, and Chief Operating Officer in September 2023. Throughout his tenure,\nMr. Battaglia has played a central role in scaling the Company’s commercial operations, strengthening go-to-market execution, and\nimproving internal processes and systems to enhance operational efficiency and financial discipline.\n\n \n\nPrior\nto joining the Company, Mr. Battaglia held various leadership roles at J.D. Power from March 2006 to July 2020, where he worked with\nautomotive original equipment manufacturers and retailers to improve performance through data-driven insights, analytics, and consulting\nservices. Earlier in his career, Mr. Battaglia held sales and management positions at SmartDisk Corporation and Toyota Motor Sales, U.S.A.,\nInc.\n\n \n\nMr.\nBattaglia has experience in capital formation activities, including equity and debt financings, and has contributed to investor relations\nstrategies and public company communications. His qualifications to serve as Chief Executive Officer and a member of the Board include\nhis extensive leadership experience in the automotive and EV charging industries, his operational expertise, and his background in sales,\nstrategy, and corporate development.\n\n \n\nMr.\nBattaglia received a Bachelor of Science degree in Finance from the Carroll School of Management at Boston College.\n\n \n\n**Jack\nLevine**\n\n \n\nJack\nLevine became a member of our Board in December 2019 where he serves as the Chair of the Audit Committee. He has been the President of\nJack Levine, PA, a certified public accounting firm, since 1984. For more than 40 years, he has been advising corporations on financial\nand accounting matters and serving as an independent director on numerous boards, frequently as head of their audit committees. Since\nJune 2021, Mr. Levine has served as a director, chairman of the audit committee and as a qualified SEC financial expert of Strawberry\nFields REIT, Inc. (NYSE: STRW), a public company specializing in the acquisition, ownership and triple net leasing of skilled nursing\nfacilities and other post-acute healthcare properties. In addition, Mr. Levine is currently a director and chairman of the audit committee\nof SignPath Pharma, Inc., a development-stage biotechnology company, since 2010.\n\n \n\nMr.\nLevine’s previous board memberships included Provista Diagnostics, Inc., a cancer detection and diagnostics company focused on\nwomen’s cancer, from 2011 to 2018 (also serving as chairman of its audit committee); Biscayne Pharmaceuticals, Inc., a biopharmaceutical\ncompany discovering and developing novel therapies based on growth hormone-releasing hormone analogs; Grant Life Sciences, a research\nand development company focused on early detection of cervical cancer, from 2004 to 2008 (also serving as chairman of its audit committee);\nand Pharmanet, Inc., a global drug development services company providing a comprehensive range of services to pharmaceutical, biotechnology,\ngeneric drug and medical device companies, from 1999 to 2007 (also serving as chairman of its audit and other committees). Mr. Levine\nalso served as a director and audit committee chair of Beach Bank, a community bank, from 2000 to 2006, Prairie Fund, a mutual fund,\nfrom 2000 to 2006, and Bankers Savings Bank, a community bank, from 1996 to 1998, and was a member of the audit committee of Miami Dade\nCounty School Board, the nation’s third largest school system, from 2004 to 2006. Mr. Levine is a certified public accountant licensed\nby the States of Florida and New York. He also is a member of the National Association of Corporate Directors, Association of Audit Committee\nMembers and American Institute of Certified Public Accountants. Mr. Levine received a B.A. degree from Hunter College of the City University\nof New York and an M.A. from New York University.\n\n \n\nMr.\nLevine demonstrates extensive knowledge of complex financial, accounting, tax and operational issues highly relevant to our evolving\nbusiness. Through his decades of service as a board member, he also brings significant working experience with public company best practices.\n\n \n\n36\n\n \n\n \n\n**Glen\nMoller**\n\n \n\nMr.\nMoller became a member of our Board on April 7, 2026. Mr. Moller is currently serving as the Chief Executive Officer and a member of\nthe Board of Directors of Upward Health Inc., a rapidly scaling multidisciplinary, in-home care organization focused on delivering whole-person\nsupport to vulnerable and high-need populations. Since founding Upward Health in November 2018, he has led the company through significant\ngrowth and funding. In 2025, Mr. Moller was named an E&Y Entrepreneur of the Year winner (NY Region).\n\n \n\nPrior\nto Upward Health, Mr. Moller held leadership roles of increasing responsibility across the healthcare industry. From April 2018 to October\n2018, he served as an operating partner of Frazier Healthcare Partners, a private equity and venture capital firm, and from November\n2011 to April 2017, he served as the Chief Executive Officer and a director of ArroHealth, Inc., a risk adjustment and population health\nanalytics firm that achieved rapid expansion and was ultimately acquired by Datavant, Inc. under his leadership.\n\n \n\nEarlier,\nhe was Medicare Chief Executive Officer at Centene Corporation, overseeing national operations for this Fortune 50 company, from 2010\nto 2011, and President of Fidelis Senior Care, a private equity-backed Medicare health plan, from 2008 to 2010. Mr. Moller also served\nas Chief Operating Officer of Express Scripts Insurance Company from 2006 to 2008. He began his career at Oxford Health Plans.\n\n \n\nMr.\nMoller earned a Bachelor of Arts degree in Economics and English from Boston College and an M.B.A. from Harvard Business School. He currently\nserves on several corporate boards including SupplyHouse Inc., a KKR-backed e-commerce distributor of HVAC, plumbing and electrical products,\nand is deeply involved in philanthropy, including serving as Chairman of The Shoulder to Shoulder Foundation, which supports needy families.\nMr. Moller previously served as a director of DarioHealth Corp. (Nasdaq: DRIO).\n\n \n\nMr.\nMoller is a seasoned executive and founder of several companies with leadership experience across numerous public and private businesses.\nHe has successfully led multiple company turnarounds and has deep expertise and a track record of success scaling high-growth organizations\nin rapidly evolving sectors, making him highly qualified to serve on our Board. There are no family relationships among any of our directors\nand executive officers.\n\n \n\n**THE\nBOARD RECOMMENDS A VOTE “FOR” EACH OF THE FOUR NOMINEES NAMED ABOVE.**\n\n \n\n**PROXIES\nWILL BE VOTED “FOR” THE ELECTION OF THE NOMINEES UNLESS OTHERWISE SPECIFIED.**\n\n \n\n37\n\n \n\n \n\n**PROPOSAL\n2**\n\n \n\n**APPROVAL\nOF THE AMENDMENT TO THE COMPANY’S 2018 INCENTIVE COMPENSATION PLAN**\n\n** **\n\n**Proposal**\n\n \n\nThe\nCompany’s Board unanimously approved an amendment to the Plan on May 20, 2026, subject to stockholder approval, to increase\nthe number of shares of Common Stock reserved for issuance under the Plan by an aggregate of 10,000,000 shares, to a new total of 17,000,000\nshares. The proposed amendment is attached hereto as Appendix A.\n\n \n\nThe\nproposed increase in the number of shares of Common Stock reserved for issuance under the Plan is for purposes of enabling the continued\nuse of the Plan for stock-based grants consistent with the objectives of our compensation program. The Plan is intended to promote our\ninterests by providing eligible persons in our service with the opportunity to acquire a proprietary or economic interest, or otherwise\nincrease their proprietary or economic interest, in us as an incentive for them to remain in service and render superior performance\nduring their service.\n\n \n\n**Background\nand Purpose**\n\n \n\nIn\nlight of recent issuances of shares under the Plan, our Board believed in order to (i) bring the number of authorized shares of Common\nStock available for future grants under the Plan into proportion with the recently increased number of outstanding shares and (ii) attract\nand retain the services of executives and other key employees, it was necessary for us to have the ability and flexibility to provide\na compensation package which compares favorably with those offered by other companies and accordingly, voted unanimously to adopt the\namendment to the Plan, providing for an additional 10,000,000 authorized, unissued shares of Common Stock available for future grants\nunder the Plan.\n\n \n\nWe\nbelieve that the Plan will be exhausted of shares available for issuance in the future, leaving insufficient shares available for equity\ngrants in future years. By increasing the number of shares authorized for issuance under the Plan by 10,000,000, a total of 17,000,000\nshares of Common Stock would be available for issuance. This increase would, in essence, provide us with the flexibility to continue\nto make stock-based grants in amounts deemed appropriate by our Compensation Committee and Board. We believe that our equity incentive\nprogram and grants made under the program are essential to retaining critical personnel and aligning the incentives of our personnel\nwith our stockholders.\n\n \n\nSet\nforth below is a summary of the Plan, but this summary is qualified in its entirety by reference to the full text of the Plan, which\nhas been filed with the SEC, and any stockholder who wishes to obtain a copy of the Plan may do so by written request to Blink Charging\nCo., 17301 Melford Blvd., Bowie, Maryland 20715, Attention: Corporate Secretary.\n\n \n\nUnder\nthe Plan, options may be granted which are intended to qualify as Incentive Stock Options under Section 422 of the Code, or which are\nnot intended to qualify as Incentive Stock Options. In addition, direct grants of stock or restricted stock units may be awarded.\n\n \n\nThe\nproposed share increase amendment will not be implemented unless approved by our stockholders, and no additional equity awards beyond\nthe existing 7,000,000 shares of Common Stock have been or will be issued under the Plan unless and until stockholder approval of the\namended Plan is obtained. If the proposed share increase amendment is not approved by our stockholders, the Plan will remain in effect\nin its present form.\n\n \n\nThe\nBoard has authorized the grant of approximately 1,678,506 RSUs to Mr. Battaglia, 1,077,896 RSUs to Mr. Bercovich and 1,051,454\nto a key employee that have not been granted at this time because there are currently not enough shares available for issuance under\nthe Plan. The grant of such RSUs relate to grants pursuant to the 2025 LTI Program, 2026 STI Program and 2026 LTI Program. If the proposed\nshare increase amendment is approved by our stockholders, such RSUs will be granted to Mr. Battaglia, Mr. Bercovich and a key employee.\n\n \n\n38\n\n \n\n \n\n**Equity\nCompensation Plan Information**\n\n** **\n\nThe\nfollowing table sets forth information as of December 31, 2025 with respect to our Common Stock that may be issued under our incentive\ncompensation plans and other option grants.\n\n \n\nPlan Category \n\n**Number of**\n\n**Securities to be**\n\n**Issued Upon**\n\n**Exercise of**\n\n**Outstanding**\n\n**Options,**\n\n**Warrants and**\n\n**Rights (a)**\n  \n\n**Weighted-Average**\n\n**Exercise Price**\n\n**of Outstanding**\n\n**Options,**\n\n**Warrants and**\n\n**Rights (b)**\n  \n\n**Number of**\n\n**Securities**\n\n**Remaining**\n\n**Available for**\n\n**Future Issuance**\n\n**Under Equity**\n\n**Compensation**\n\n**Plans**\n\n**(Excluding**\n\n**Securities**\n\n**Reflected in**\n\n**Column (a))**\n \n\nEquity Compensation Plans Approved by Security Holders \n 1,496,600  \n$13.43  \n 2,314,616 \n\nEquity Compensation Plans Not Approved by Security Holders \n -  \n -  \n - \n\nTotal \n 1,496,600  \n$13.43  \n 2,314,616 \n\n \n\n**Material\nTerms and Conditions of the Plan**\n\n \n\nThe\nfollowing is a summary of the material terms and conditions of our Plan. The summary does not purport to be a complete description of\nall provisions of our Plan and is qualified in its entirety by the text of the Plan. A copy of the amendment is attached to this Proxy\nStatement as Appendix A.\n\n \n\n**Purpose.**The primary purpose of the Plan is to attract, motivate, retain and reward the best available personnel in order to promote the success\nof our business and to facilitate the ownership of our stock by employees and others who provide services to us.\n\n \n\n**Administration.**The Plan is generally administered by our Compensation Committee (the “Administrator”). The full Board conducts the general\nadministration of the Plan with respect to awards granted to non-employee directors.\n\n \n\n**Eligibility.**Under the Plan, awards may be granted to employees, officers, directors or consultants, as provided in the Plan. As of the Record\nDate, approximately 286 individuals, at various levels within the organization, were eligible to participate in the Plan. However, the\nCompany has not at the present time determined who will receive the additional shares that will be authorized for issuance upon the approval\nof the amendment to increase the number of shares subject to the Plan or how they will be allocated.\n\n \n\n**Types\nof Awards**. We may grant the following types of awards under the Plan: stock options; restricted stock; dividend equivalents; stock\npayments; deferred stock; restricted stock units; stock appreciation rights; performance share awards; or other incentive awards.\n\n \n\n*Stock\nOptions*. The Plan authorizes the grant of incentive stock options, as defined under Section 422 of the Code (“ISOs”),\nand non-qualified stock options. The option exercise price of all stock options granted pursuant to the Plan will not be less than 100%\nof the fair market value of our Common Stock on the date of grant. Stock options may be exercised as determined by the Administrator,\nbut in no event may an ISO have a term extending beyond the tenth anniversary of the date of grant. ISOs granted to any person who owns,\nas of the date of grant, stock possessing more than 10% of the total combined voting power of all classes of our stock, however, will\nhave an exercise price that is not less than 110% of the fair market value of our Common Stock on the date of grant and may not have\na term extending beyond the fifth anniversary of the date of grant. The aggregate fair market value of the shares with respect to which\noptions intended to be ISOs are exercisable for the first time by an employee in any calendar year may not exceed $100,000, or such other\namount as the Code provides.\n\n \n\n*Restricted\nStock*. A restricted stock award is the grant of shares of our Common Stock at a price determined by the Administrator that may be\nsubject to substantial risk of forfeiture until specific conditions are met. Conditions may be based on continuing service to us or any\nof our subsidiaries or affiliates or achieving performance goals. During the period of restriction, all shares of restricted stock will\nbe subject to restrictions and vesting requirements, which will lapse in accordance with a schedule or other conditions determined by\nthe Administrator. Restricted stock is nontransferable and may not be sold or encumbered until all restrictions are terminated or expire.\n\n \n\n39\n\n \n\n \n\n*Dividend\nEquivalents*. Dividend equivalents may be granted pursuant to the Plan, except that no dividend equivalents may be payable with respect\nto options or stock appreciation rights awarded pursuant to the Plan. A dividend equivalent is the right to receive the equivalent value\nof dividends paid on shares. If granted, they are credited as of dividend payment dates occurring between the date an award is granted\nand the date it vests, is exercised, is distributed or expires, as determined by the Administrator. Dividend equivalents may be converted\nto cash or additional shares of our Common Stock subject to limitations as may be determined by the Administrator.\n\n \n\n*Stock\nPayments*. A stock payment is a payment in the form of shares of our Common Stock or an option or other right to purchase shares,\nas part of a bonus, deferred compensation or other arrangement. The number or value of shares of any stock payment is determined by the\nAdministrator and may be based on the achievement of performance criteria or other specific criteria determined by the Administrator.\nExcept as otherwise determined by the Administrator, shares underlying a stock payment which is subject to a vesting schedule or other\nconditions will not be issued until those conditions have been satisfied. Stock payments may, but are not required to, be made in lieu\nof cash compensation otherwise payable to any individual who is eligible to receive awards.\n\n \n\n*Deferred\nStock*. Deferred stock is a right to receive shares of our Common Stock in the future. The number of shares of any deferred stock\naward is determined by the Administrator and may be based on the achievement of performance or other specific criteria on a specified\ndate or dates or over any period or periods determined by the Administrator. Except as otherwise determined by the Administrator, shares\nunderlying a deferred stock award which is subject to a vesting schedule or other conditions set by the Administrator will not be issued\nuntil those conditions have been satisfied. Deferred stock may constitute or provide for a deferral of compensation, subject to Section\n409A of the Code and there may be certain tax consequences if the requirements of Section 409A of the Code are not met.\n\n \n\n*Restricted\nStock Units*. A restricted stock unit provides for the issuance of our Common Stock at a future date upon the satisfaction of specific\nconditions. The Administrator will specify in an award agreement the dates or conditions under which the restricted stock units will\nbecome fully vested and non-forfeitable, and may specify other conditions to vesting as it deems appropriate. The Administrator will\nalso specify, or permit the holder to elect, the conditions and dates upon which the shares underlying the restricted stock units will\nbe issued, which may not be earlier than the date as of which the restricted stock units vest and which conditions and dates will be\nsubject to compliance with Section 409A of the Code. Restricted stock units may be paid in cash, shares or both, as determined by the\nAdministrator. On the distribution dates, we will transfer to the participant one unrestricted, fully transferable share of our Common\nStock (or the fair market value of one share in cash) for each restricted stock unit scheduled to be paid out on such date and not previously\nforfeited. The Administrator may specify in the award agreement a purchase price to be paid by the participant for such shares of our\nCommon Stock. Restricted stock units may constitute or provide for a deferral of compensation, subject to Section 409A of the Code and\nthere may be certain tax consequences if the requirements of Section 409A of the Code are not met.\n\n \n\n*Stock\nAppreciation Rights*. A stock appreciation right (“SAR”) entitles its holder, upon exercise, to receive from us an amount\nequal to the difference between the exercise price of the SAR and the fair market value of a share of our Common Stock on the exercise\ndate, multiplied by the number of shares with respect to which the SAR is being exercised, subject to any limitations imposed by the\nAdministrator. The exercise price per share is set by the Administrator, but may not be less than 100% of the fair market value on the\ndate the SAR is granted. The Administrator also determines the vesting period of the SAR. Stock appreciation rights may be exercised\nas determined by the Administrator but may not have a term extending beyond the date that is ten years and one day after the date of\ngrant. Payment of a SAR may be in cash, shares or a combination of both, as determined by the Administrator. The Plan prohibits, without\nstockholder approval: (i) the amendment of SARs to reduce the exercise price, and (ii) the replacement of a SAR with cash or any other\naward when the price per share of the SAR exceeds the fair market value of the underlying shares.\n\n \n\n*Performance\nShare Awards*. Performance share awards are rights to receive a number of shares of Common Stock or the cash value of such shares\nbased on the attainment of specified performance goals or other criteria determined by the Administrator.\n\n \n\n40\n\n \n\n \n\n*Other\nIncentive Awards*. Other incentive awards are awards other than those enumerated in this summary that are denominated in, linked to\nor derived from shares of our Common Stock or value metrics related to our shares, and may remain forfeitable unless and until specified\nconditions are met.\n\n \n\n**New\nPlan Benefits**\n\n \n\nThe\namount of future grants under the Plan is not determinable, as awards under the Plan will be granted at the discretion of the Administrator\nor the Board as described above. We cannot determine at this time either the persons who will receive awards under the Plan or the amount\nor types of any such awards.\n\n \n\n**Amendment\nand Termination**\n\n \n\nThe\nBoard may amend, alter, suspend, discontinue or terminate the Plan, or the Compensation Committee’s authority to grant awards under\nthe Plan, without the consent stockholders or participants of the Plan, except that any amendment or alteration of the Plan shall be\nsubject to stockholder approval not later than the next annual meeting following such Board action if such stockholder approval is required\nby any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Company’s\nCommon Stock may then be listed or quoted.\n\n \n\n**Approval\nRequirements**\n\n \n\nUnder\nNevada law and our Bylaws, if a quorum is present, this matter will be approved if the number of votes cast in favor of the matter exceeds\nthe number of votes cast in opposition to the matter. Abstentions and broker non-votes are not considered votes cast and will have no\neffect on the outcome of Proposal 2.\n\n \n\n**THE\nBOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”**\n\n**APPROVAL\nOF THE AMENDMENT TO THE COMPANY’S 2018 INCENTIVE COMPENSATION PLAN.**\n\n**PROXIES\nWILL BE VOTED “FOR” APPROVAL UNLESS OTHERWISE SPECIFIED.**\n\n \n\n41\n\n \n\n \n\n**PROPOSAL\n3**\n\n** **\n\n**ADVISORY\nVOTE TO APPROVE EXECUTIVE COMPENSATION (“SAY-ON-PAY” VOTE)**\n\n \n\nIn\naccordance with Section 14A of the Exchange Act, we are asking stockholders to approve the following advisory resolution on the compensation\nof our Principal Executive Officer, our Principal Financial Officer and our NEOs, at the Annual Meeting:\n\n \n\n“RESOLVED,\nthat the compensation paid to Blink’s Named Executive Officers, as disclosed in this Proxy Statement pursuant to the compensation\ndisclosure rules of the Securities and Exchange Commission, the accompanying compensation tables and the related narrative discussion,\nis hereby APPROVED.”\n\n \n\nThis\nadvisory vote, commonly known as a “say-on-pay” proposal, gives our stockholders an annual opportunity to endorse or not\nendorse our executive pay program. The Board recommends a vote “FOR” this resolution because it believes that Blink’s\nexecutive compensation, described in the section entitled “Executive Compensation Discussion” in this Proxy Statement, is\neffective in achieving our company’s goals of rewarding financial and operating performance and the creation of stockholder value.\n\n \n\nOur\nBoard and Compensation Committee believe that there should be a strong relationship between pay and corporate performance, and our executive\ncompensation program reflects this belief. While the overall level and balance of compensation elements in our compensation program are\ndesigned to ensure that Blink can retain key executives and, when necessary, attract qualified new executives to the organization, the\nemphasis of Blink’s compensation program is linking executive compensation to business results and intrinsic value creation, which\nis ultimately reflected in increases in stockholder value.\n\n \n\nWe\nurge you to read the Summary Compensation Table and related compensation tables and narrative, appearing on pages 22 through 33,\nwhich provide detailed information on our compensation philosophy, policies and practices and the compensation of our NEOs.\n\n \n\nBecause\nthe vote on this proposal is advisory in nature, it is not binding on Blink, the Board or the Compensation Committee. The vote on this\nproposal will, therefore, not affect any compensation already paid or awarded to any NEO and will not overrule any decisions made by\nthe Board or the Compensation Committee. Because we highly value the opinions of our stockholders, however, the Board and the Compensation\nCommittee will consider the results of this advisory vote when making future executive compensation decisions. The current frequency\nof the say-on-pay vote is every year.\n\n \n\nUnder\nNevada law and our Bylaws, if a quorum is present, this matter will be approved if the number of votes cast in favor of the matter exceeds\nthe number of votes cast in opposition to the matter. Broker non-votes occur when shares held by a brokerage firm are not voted with\nrespect to a proposal because the firm has not received voting instructions from the beneficial owner of the shares and the firm does\nnot have the authority to vote the shares in its discretion. Shares abstaining from voting and shares as to which a broker non-vote occurs\nare considered present for purposes of determining whether a quorum exists but are not considered votes cast or shares entitled to vote\nwith respect to such matter. Accordingly, abstentions and broker non-votes will have no effect on the outcome of Proposal 3.\n\n \n\n**THE\nBOARD OF DIRECTORS RECOMMENDS A “SAY-ON-PAY” VOTE “FOR”**\n\n**APPROVAL\nOF EXECUTIVE COMPENSATION FOR 2025.**\n\n \n\n**PROXIES\nWILL BE VOTED “FOR” APPROVAL UNLESS OTHERWISE SPECIFIED.**\n\n \n\n42\n\n \n\n \n\n**PROPOSAL\n4**\n\n \n\n**RATIFICATION\nOF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nThe\nAudit Committee of the Board has appointed of Grant Thornton LLP (“Grant Thornton”) as our independent registered public\naccounting firm for the year ending December 31, 2026, and the Board has directed that management submit this selection for ratification\nby the stockholders at our 2026 Annual Meeting. Grant Thornton has served as our independent registered public accounting firm and has\naudited our financial statements since 2024. The Audit Committee periodically considers whether there should be a rotation of our independent\nregistered public accountants. The members of the Audit Committee believe that the continued retention of Grant Thornton as our independent\nregistered public accountants is in the best interests of the Company.\n\n \n\nStockholder\nratification of the appointment of Grant Thornton as our independent registered public accounting firm is not required. The Board is\nsubmitting the selection of Grant Thornton to the stockholders for ratification because we believe it is a matter of good corporate governance\npractice. If our stockholders fail to ratify the appointment, the Audit Committee will reconsider whether to retain Grant Thornton, but\nstill may retain them. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the selection of a different\nindependent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would\nbe in our best interests and that of our stockholders.\n\n \n\n**Change\nin Auditor**\n\n \n\nAs\nreported on our Current Report on Form 8-K filed on May 17, 2024, the Audit Committee of the Board conducted a competitive selection\nprocess to determine our independent registered public accounting firm for the fiscal year ending December 31, 2024. The Audit Committee\ninvited several public accounting firms to participate in this process. As a result of this process, on May 14, 2024, the Audit Committee\napproved the appointment of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31,\n2024.\n\n \n\nAs\nreported on our Current Report on Form 8-K filed on May 17, 2024, we dismissed Marcum LLP (“Marcum”), our independent registered\npublic accounting firm for the fiscal year ended December 31, 2023, as our independent registered public accounting firm as of May 14,\n2024.\n\n \n\nThe\nreports of Marcum on our consolidated financial statements for the fiscal years ended December 31, 2023 and 2022 did not contain an adverse\nopinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except for\nan adverse opinion on internal controls over financial reporting for the fiscal years ended December 31, 2023 and 2022. In connection\nwith the audits of our consolidated financial statements for the fiscal years ended December 31, 2023 and 2022, and in the subsequent\ninterim period through May 14, 2024, there were no disagreements with Marcum on any matters of accounting principles or practices, financial\nstatement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of Marcum, would have caused Marcum\nto make reference to the matter in their report. There were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation\nS-K) during the fiscal years ended December 31, 2023 and 2022, or in the subsequent period through May 14, 2024.\n\n \n\nWe\nprovided a copy of the foregoing disclosures to Marcum and requested that Marcum furnish it with a letter addressed to the SEC stating\nwhether Marcum agrees with the above statements. A copy of Marcum’s letter, dated May 17, 2024, was filed as Exhibit 16.1 to the\nMay 17, 2024 Form 8-K.\n\n \n\nFrom\nJanuary 1, 2022 through May 14, 2024, we did not consult with Grant Thornton with respect to the application of accounting principles\nto a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on our consolidated\nfinancial statements, or any other matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.\n\n \n\n43\n\n \n\n \n\nRepresentatives\nof Grant Thornton are expected to attend the Annual Meeting, will have an opportunity to make a statement if they so desire and will\nbe available to respond to appropriate questions from stockholders. Fees for professional services provided by our independent auditors\nin each of the last two fiscal years, in each of the following categories, are as follows:\n\n \n\n  \n\n**Grant Thornton**\n\n**Year Ended**\n\n**December 31,**\n\n**2025**\n  \n\n**Grant Thornton**\n\n**Year Ended**\n\n**December 31,**\n\n**2024**\n \n\nAudit fees(1) \n$2,815,120  \n$2,410,292 \n\nAudit-related fees(2) \n -  \n - \n\nTax fees(3) \n -  \n - \n\nAll other fees(4) \n -  \n - \n\nTotal \n$2,815,120  \n$2,410,292 \n\n \n\n \n\n(1)\nAudit\nfees consist of fees billed and estimates for fees to be billed for professional services rendered for the audit of our consolidated\nannual financial statements including fees related to compliance with the Sarbanes-Oxley Act of 2002, review of our quarterly consolidated\nfinancial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided in connection with statutory\nand regulatory filings or engagements, consultations in connection with acquisitions and issuances of auditor consents and comfort\nletters in connection with SEC registration statements.\n\n \n\n(2)\nAudit-related\nfees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review\nof our consolidated financial statements and are not reported under “Audit Fees.”\n\n \n \n\n(3)\nTax\nfees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning (domestic and international).\nThese services include assistance regarding federal, state and international tax compliance, acquisitions and international tax planning.\n\n \n \n\n(4)\nAll\nother fees consist of fees for products and services other than the services reported above.\n\n \n\n**Pre-Approval\nPolicies**\n\n \n\nAll\naudit and non-audit services provided by our independent registered public accounting firm must be pre-approved by the Audit Committee.\nUnless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted\nservice before the independent registered public accounting firm is engaged to perform it. The Audit Committee uses the following procedures\nin pre-approving all audit and non-audit services provided by our independent registered public accounting firm. At or before the first\nmeeting of the Audit Committee each year, the Audit Committee is presented with a detailed listing of the individual audit and non-audit\nservices and fees (separately describing audit-related services, tax services and other services) expected to be provided by our independent\nregistered public accounting firm during the year. Quarterly, the Audit Committee is presented with an update of any new audit and non-audit\nservices to be provided. The Audit Committee reviews the quarterly update and approves the services outlined therein if such services\nare acceptable to the Audit Committee.\n\n \n\n**Approval\nRequirements**\n\n \n\nUnder\nNevada law and our Bylaws, if a quorum is present, this matter will be approved if the number of votes cast in favor of the matter exceeds\nthe number of votes cast in opposition to the matter. Abstentions are not considered votes cast and will have no effect on the outcome\nof Proposal 4. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on Proposal 4.\nIf a broker does not exercise this authority, such broker non-votes will have no effect on the outcome of Proposal 4.\n\n \n\n**THE\nBOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”**\n\n**RATIFICATION\nOF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC**\n\n**ACCOUNTING\nFIRM.**\n\n \n\n**PROXIES\nWILL BE VOTED “FOR” RATIFICATION UNLESS OTHERWISE SPECIFIED.**\n\n \n\n44\n\n \n\n \n\n**AUDIT\nCOMMITTEE REPORT**\n\n \n\nThe\nmembers of the Audit Committee from January 1, 2025 to December 31, 2025 were Messrs. Levine and van Montfrans and Mses. Peterson and\nCrawford. Ms. Kristina Peterson did not stand for reelection at the 2025 Annual Meeting of Stockholders, her term as a director of the\nCompany expired on June 26, 2025. The Audit Committee met four times during the fiscal year ended December 31, 2025. The Audit Committee\nis responsible for the appointment of the independent registered public accounting firm for each fiscal year and confirming the independence\nof the independent registered public accounting firm. It is also responsible for: reviewing and approving the scope of the planned audit,\nthe results of the audit and the independent registered public accounting firm’s compensation for performing such audit; reviewing\nthe Company’s audited financial statements; and reviewing and approving the Company’s internal accounting controls and disclosure\nprocedures.\n\n \n\nThe\nCompany’s independent registered public accounting firm is responsible for auditing the financial statements, as well as auditing\nthe Company’s internal controls over financial reporting. The activities of the Audit Committee are in no way designed to supersede\nor to alter those traditional responsibilities. The Audit Committee’s role does not provide any special assurances with regard\nto the Company’s financial statements, nor does it involve a professional evaluation of the quality of the audits performed by\nthe independent registered public accounting firm.\n\n \n\nIn\nconnection with the audit of the Company’s financial statements for the year ended December 31, 2025, the Audit Committee met with\nrepresentatives from Grant Thornton LLP, the Company’s independent registered public accounting firm, and the Company’s internal\nauditors. The Audit Committee reviewed and discussed with Grant Thornton LLP and the Company’s internal auditors, the Company’s\nfinancial management and financial structure, as well as the matters relating to the audit required by the Public Company Accounting\nOversight Board Auditing Standard.\n\n \n\nThe\nAudit Committee and Grant Thornton LLP also discussed Grant Thornton LLP’s independence. In December 2025, the Audit Committee\nreceived from Grant Thornton LLP the written disclosures and the letter regarding Grant Thornton LLP’s independence required by\nPublic Company Accounting Oversight Board Rule 3526.\n\n \n\nIn\naddition, the Audit Committee reviewed and discussed with management the Company’s audited financial statements for the fiscal\nyear ended December 31, 2025, as well as management’s assessment of internal controls over financial reporting.\n\n \n\nBased\nupon the review and discussions described above, the Audit Committee recommended to the Board, and the Board approved, that the Company’s\nfinancial statements audited by Grant Thornton LLP, as well as the audit of the Company’s internal controls over financial reporting\nbe included in the Company’s Annual Report.\n\n \n\nAUDIT\nCOMMITTEE\n\nJack\nLevine, Chairman\n\nRitsaart\nJ.M. van Montfrans\n\nMartha\nJ. Crawford\n\n \n\n45\n\n \n\n \n\n**COMPENSATION\nCOMMITTEE REPORT**\n\n \n\nThe\ncompensation of the Chief Executive Officer of the Company is determined by the Compensation Committee. Such Committee’s determinations\nregarding such compensation are based on a number of factors including, in order of importance:\n\n \n\n \n●\nConsideration\nof the operating and financial performance of the Company, primarily its income before income taxes;\n\n \n●\nAttainment\nof a level of compensation designed to retain a superior executive in a highly competitive environment; and\n\n \n●\nConsideration\nof the individual’s overall contribution to the Company.\n\n \n\nIn\nconsultation with the Chief Executive Officer of the Company, the Compensation Committee develops guidelines and reviews the compensation\nand performance of the other executive officers of the Company and sets the compensation of the executive officers of the Company and/or\nany management fees paid by the Company for executive services when needed. In addition, the Compensation Committee makes recommendations\nto the Board with respect to incentive-compensation plans and equity-based plans, establishes criteria for the granting of options in\naccordance with such criteria and administers such plans. The Compensation Committee reviews major organizational and staffing matters.\nWith respect to director compensation, the Compensation Committee designs a director compensation package of a reasonable total value\nbased on comparisons with similar firms and aligned with long-term shareholder interests. Finally, the Compensation Committee reviews\ndirector compensation levels and practices, and may recommend, from time to time, changes in such compensation levels and practices to\nthe Board, with equity ownership in the Company encouraged. The Compensation Committee’s charter provides that the Compensation\nCommittee shall have the authority to obtain advice and seek assistance from internal and external legal, accounting and other advisors.\n\n \n\nThe\nCompensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K\nwith management and based on such review and discussions, recommended to the Board that the Compensation Discussion and Analysis be included\nin this Proxy Statement.\n\n \n\nCOMPENSATION\nCOMMITTEE\n\nRitsaart\nJ.M. van Montfrans, Chairman\n\nJack\nLevine\n\nMartha\nJ. Crawford\n\n \n\n46\n\n \n\n \n\n**Stockholder\nProposals and Director Nominations**\n\n \n\nStockholders\nare entitled to submit proposals on matters appropriate for stockholder action, consistent with SEC regulations. Pursuant to Rule 14a-8\nunder the Exchange Act, stockholders may present proper proposals for inclusion in our company’s proxy statement for consideration\nat the following annual meeting of stockholders (after the one referenced herein) by submitting their proposals to the company in a timely\nmanner. These proposals must meet the stockholder’s eligibility and other requirements of the SEC. In order for stockholder proposals\nfor the 2027 Annual Meeting of Stockholders to be eligible for inclusion in our Proxy Statement, they must be received by our Corporate\nSecretary at our principal executive offices not later than January 20, 2027.\n\n \n\nUnder\nSEC rules, if we do not receive notice of a stockholder proposal at least 45 days prior to the first anniversary of the date of mailing\nof the prior year’s proxy statement, then we will be permitted to use our discretionary voting authority when the proposal is raised\nat the annual meeting, without any discussion of the matter in the proxy statement. In connection with the 2027 Annual Meeting of Stockholders,\nif we do not have notice of a stockholder proposal on or before April 6, 2027, we will be permitted to use our discretionary voting authority\nas outlined above.\n\n \n\nIn\naddition to satisfying the foregoing requirements, to comply with the universal proxy rules, shareholders who intend to solicit proxies\nin support of director nominees other than our company’s nominees must provide notice that sets forth the information required\nby Rule 14a-19 under the Exchange Act no later than May 1, 2027 (the 60th day prior to the first anniversary of the annual meeting for\nthe preceding year’s annual meeting).\n\n \n\n**Appraisal\nRights**\n\n \n\nStockholders\nof our company do not have appraisal rights under Nevada law or under the governing documents of our company with respect to the matters\nto be voted upon at the Annual Meeting.\n\n \n\n**Householding\nof Proxy Materials**\n\n \n\nThe\nSEC has adopted rules that permit companies and intermediaries (such as brokers and banks) to satisfy the delivery requirements for proxy\nstatements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement\naddressed to those stockholders. This process, which is commonly referred to as “householding,” is also permissible under\nthe Nevada Revised Statutes and potentially means extra convenience for stockholders and cost savings for companies.\n\n \n\nThis\nyear, a number of banks and brokers with account holders who are our stockholders will be householding our proxy materials. A single\nNotice of Annual Meeting of Stockholders or Proxy Statement will be delivered to multiple stockholders sharing an address unless contrary\ninstructions have been received from the affected stockholders. Once you have received notice from your broker or bank that it will be\nhouseholding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent.\nIf, at any time, you no longer wish to participate in householding and would prefer to receive a separate Proxy Statement and Annual\nReport, please notify your broker or bank. Stockholders who currently receive multiple copies of the Proxy Statement at their address\nand would like to request householding of their communications should contact their broker or bank.\n\n \n\n**No\nIncorporation by Reference**\n\n \n\nReferences\nto our website are not intended to function as a hyperlink and the information contained on our website is not intended to be part of\nthis Proxy Statement. Information on our website, other than our Proxy Statement, Notice of Annual Meeting of Stockholders and form of\nproxy, is not part of the proxy soliciting material and is not incorporated herein by reference.\n\n \n\n**Disclaimer**\n\n \n\nThis\nProxy Statement may contain statements regarding future individual and company performance targets and company performance goals. These\ntargets and our company performance goals are disclosed in the limited context of our compensation programs and should not be understood\nto be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not\nto apply these statements to other contexts.\n\n \n\n**Other\nMatters**\n\n \n\nThe\nBoard knows of no matters other than those listed in this Proxy Statement that are likely to be brought before the Annual Meeting. However,\nif any other matter properly comes before the Annual Meeting, the persons named on the enclosed proxy card will vote the proxy in accordance\nwith their best judgment on such matter.\n\n \n\n \nBy\nOrder of the Board of Directors,\n\n \n \n\n \n\n \nRitsaart\nJ.M. van Montfrans\n\n \nChairman\n\n \n\nBowie,\nMaryland\n\nMay\n20, 2026\n\n \n\n47\n\n \n\n \n\n**APPENDIX\nA**\n\n** **\n\n**AMENDMENT\nTO THE 2018 INCENTIVE COMPENSATION PLAN**\n\n** **\n\nSection\n4(a) shall be amended and restated in its entirety to read as follows:\n\n \n\n“4.\n*Shares Subject to Plan*.\n\n \n\n(a)\n*Limitation on Overall Number of Shares Available for Delivery Under Plan*. Subject to adjustment as provided in Section 10(c) hereof,\nthe total number of Shares initially reserved and available for delivery under the Plan shall be 17,000,000, all of which may be Incentive\nStock Options. Any Shares delivered under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares.”\n\n \n\n48"}