Common use of Consideration for the Shares Clause in Contracts

Consideration for the Shares. 3.1 The total consideration for the Shares (the “Purchase Price”) is: (a) £9,096,652.35 (the “Cash Consideration”); (b) the Completion Consideration Shares to be issued by Blink to the Sellers on Completion in their Respective Proportions to be issued in accordance with clause 3.3; and (c) the Earn-Out Consideration Amount (if any) which shall be satisfied by way of the issuance of Earn-Out Consideration Shares by Blink to the Sellers in their Respective Proportions in accordance with clause 5 and Schedule 10. 3.2 Subject to the conditions of this Agreement: (a) an amount equal to £8,556,031.52 (being the Cash Consideration less the aggregate of the Escrow Amount, the Option Withheld Amount and the M Bull and T Mxxxxxx Proceeds) shall be paid by the Buyer to the Sellers on Completion in their Respective Proportions in accordance with clause 30 and the terms of the Undertaking; (b) the Escrow Amount shall be paid on Completion by the Buyer into the Escrow Account in accordance with the terms of the Undertaking; and (c) the Option Withheld Amount to be paid on Completion by the Buyer to the Company in accordance with the terms of the Undertaking; and (d) the M Bull and T Mxxxxxx Proceeds to be paid on the Completion Date by the Buyer to the Company in accordance with the terms of the Undertaking; and (e) Blink shall instruct the Transfer Agent to issue the Escrow Shares to the US Escrow Agent within five Business Days of Completion and the Escrow Shares shall be withheld from being part of the Completion Consideration Shares in accordance with Schedule 8; and (f) Blink will instruct the Transfer Agent to issue the Completion Consideration Shares (less the Escrow Shares) to the Sellers in their Respective Proportions within five Business Days of Completion. 3.3 It is expressly acknowledged by the parties that: (a) the number of the Completion Consideration Shares to be issued will be calculated based on the GBP/USD Exchange Rate on the Completion Date; and (b) the number of Completion Consideration Shares to be received by the Sellers will be calculated based on the dollar volume-weighted average price for Blink common stock on The Nasdaq Capital Market during the 30 consecutive trading days up to and including the Completion Date (for each day, beginning at 9:30:01 a.m., Eastern time, and ending at 4:00:00 p.m., Eastern time) as calculated as at the Completion Date. 3.4 In the event that, as at the Completion Date, the Consideration Shares would equal or exceed 20% of the then outstanding shares of Blink common stock or 20% of the voting power of Blink, then (i) the Consideration Shares shall be reduced to an amount equal to 19.9% of the then outstanding shares of Blink common stock or 19.9% of the voting power of Blink, as applicable, and (ii) the Cash Consideration shall be increased by an amount equal to such reduction of the number of shares of Blink common stock constituting the Consideration Shares, multiplied by Blink’s stock price. For the avoidance of doubt, the aggregate total Purchase Price shall not change as a result of this clause 3.4. 3.5 Any payments made by any Seller to the Buyer under this Agreement shall be treated to the extent possible as an adjustment to the price paid for the Shares.

Consideration for the Shares. 3.1 The total As a consideration for the Shares (sale and transfer of Shares, the “Purchaser will pay the Purchase Price”) isPrice to the Seller. The Purchase Price shall be fully paid in at Closing. 3.2 The Purchase Price is to be determined under the following assumptions: (a) £9,096,652.35 (3.2.1 the “Cash Consideration”); (b) amount of the Completion Consideration Shares to be issued by Blink Interest Bearing Debt, excluding any amounts owed to the Sellers on Completion Affiliates of the Company, at the Closing Date shall not exceed the fully drawn amount of the loans listed in their Respective Proportions to Part II of Schedule 5. If the Company obtains additional working capital financing after the Signing Date, the Interest Bearing Debt limit set out in this Clause shall be issued in accordance with clause 3.3increased for the amount of the working capital loan, provided that amounts received under such loan shall not be used for any purpose whatsoever without prior written approval of the Purchaser; and 3.2.2 the aggregate amount owed by the Company to its Affiliates at the Closing Date shall be zero; 3.3 If at the Closing Date (cx) the Earn-Out Consideration Amount (if any) which shall be satisfied by way amount of the issuance Interest Bearing Debt exceeds the limit set out in Clause 3.2.1, and/or (y) the amount owed by the Company to its Affiliates exceeds the limit set out in Clause 3.2.2, the Purchase Price will be deemed reduced by the aggregate amount(s) of Earn-Out Consideration Shares by Blink such excess, and the Purchase Price will be reduced for such amount. For the purposes of calculation of reductions pursuant to this Clause 3.3, the Seller will deliver to the Sellers in their Respective Proportions in accordance with clause 5 and Schedule 10. 3.2 Subject to the conditions Purchaser at Closing a detailed specification of this Agreement: (a) an amount equal to £8,556,031.52 (being the Cash Consideration less the aggregate of the Escrow Amount, the Option Withheld Amount and the M Bull and T Mxxxxxx Proceeds) shall be paid by the Buyer to the Sellers on Completion in their Respective Proportions in accordance with clause 30 and the terms of the Undertaking; (b) the Escrow Amount shall be paid on Completion by the Buyer into the Escrow Account in accordance with the terms of the Undertaking; and (c) the Option Withheld Amount to be paid on Completion by the Buyer to the Company in accordance with the terms of the Undertaking; and (d) the M Bull and T Mxxxxxx Proceeds to be paid on the Completion Date by the Buyer to the Company in accordance with the terms of the Undertaking; and (e) Blink shall instruct the Transfer Agent to issue the Escrow Shares to the US Escrow Agent within five Business Days of Completion and the Escrow Shares shall be withheld from being part of the Completion Consideration Shares in accordance with Schedule 8; and (f) Blink will instruct the Transfer Agent to issue the Completion Consideration Shares (less the Escrow Shares) to the Sellers in their Respective Proportions within five Business Days of Completion. 3.3 It is expressly acknowledged by the parties that: (a) the number of the Completion Consideration Shares to be issued will be calculated based on the GBP/USD Exchange Rate on the Completion Date; and (b) the number of Completion Consideration Shares to be received by the Sellers will be calculated based on the dollar volume-weighted average price for Blink common stock on The Nasdaq Capital Market during the 30 consecutive trading days up to and including the Completion Date (for each day, beginning at 9:30:01 a.m., Eastern time, and ending at 4:00:00 p.m., Eastern time) as calculated as at the Completion Date. 3.4 In the event that, as at the Completion Date, the Consideration Shares would equal or exceed 20% of the then outstanding shares of Blink common stock or 20% of the voting power of Blink, then (i) the Consideration Shares shall be reduced to an amount equal to 19.9% amounts of the then outstanding shares of Blink common stock or 19.9% of the voting power of Blink, as applicable, Interest Bearing Debt and (ii) the Cash Consideration amounts owed by the Company to its Affiliates, as at the Closing Date. 3.4 The Purchaser shall be increased by an amount equal to such reduction pay the Purchase Price in JPY. 4 SIGNING; ACTIONS TO BE TAKEN AT SIGNING 4.1 At signing of the number of shares of Blink common stock constituting the Consideration Shares, multiplied by Blink’s stock price. For the avoidance of doubtthis Agreement, the aggregate total Purchase Price Seller, the Purchaser and the Sponsor shall not change as a result of this clause 3.4. 3.5 Any payments made by any Seller to the Buyer under each sign this Agreement shall be treated to in the extent possible as an adjustment to the price paid for the Sharesoriginal.

Consideration for the Shares. 3.1 (a) The total consideration to be paid for the Shares (hereafter referred to as the “Purchase Price”) is: (a) £9,096,652.35 (the “Cash Consideration”); (b) the Completion Consideration Shares to be issued by Blink to the Sellers on Completion in their Respective Proportions to be issued in accordance with clause 3.3; and (c) the Earn-Out Consideration Amount (if any) which shall be satisfied by way of the issuance of Earn-Out Consideration Shares by Blink to the Sellers in their Respective Proportions in accordance with clause 5 and Schedule 10. 3.2 Subject to the conditions of this Agreement: (a) an amount equal to £8,556,031.52 (being the Cash Consideration less the aggregate of the Escrow Amount, the Option Withheld Amount and the M Bull and T Mxxxxxx Proceeds"PURCHASE PRICE") shall be paid by the Buyer aggregate of: - Euro eight-hundred and fifteen million (815,000,000), - plus the Additional Consideration (as defined in Article 2.3(h)), to the Sellers on Completion in their Respective Proportions in accordance with clause 30 and the terms of the Undertaking; (b) the Escrow Amount shall be paid on Completion by the Buyer into the Escrow Account extent it becomes payable in accordance with the terms provisions of Article 2.3(h), - minus the amount, as of the Undertaking; and (c) the Option Withheld Amount to be paid on Completion by the Buyer to the Company in accordance with the terms of the Undertaking; and (d) the M Bull and T Mxxxxxx Proceeds to be paid on the Completion Date by the Buyer to the Company in accordance with the terms of the Undertaking; and (e) Blink shall instruct the Transfer Agent to issue the Escrow Shares to the US Escrow Agent within five Business Days of Completion and the Escrow Shares shall be withheld from being part of the Completion Consideration Shares in accordance with Schedule 8; and (f) Blink will instruct the Transfer Agent to issue the Completion Consideration Shares (less the Escrow Shares) to the Sellers in their Respective Proportions within five Business Days of Completion. 3.3 It is expressly acknowledged by the parties that: (a) the number of the Completion Consideration Shares to be issued will be calculated based on the GBP/USD Exchange Rate on the Completion Date; and (b) the number of Completion Consideration Shares to be received by the Sellers will be calculated based on the dollar volume-weighted average price for Blink common stock on The Nasdaq Capital Market during the 30 consecutive trading days up to and including the Completion Date (for each day, beginning at 9:30:01 a.m., Eastern time, and ending at 4:00:00 p.m., Eastern time) as calculated as at the Completion Date. 3.4 In the event that, as at the Completion Closing Date, the Consideration Shares would equal or exceed 20% of the then outstanding shares of Blink common stock or 20% of the voting power of Blink, then (i) the Consideration Shares shall be reduced to an amount equal to 19.9% of outstanding Intercompany Indebtedness (the then outstanding shares of Blink common stock or 19.9% of the voting power of Blink, as applicable, "CLOSING INTERCOMPANY INDEBTEDNESS") and (ii) the Cash Consideration shall be increased by an amount equal to such reduction outstanding Third Party Indebtedness (the "CLOSING THIRD PARTY INDEBTEDNESS"), and - minus the absolute value of the number of shares of Blink common stock constituting the Consideration Shares, multiplied by Blink’s stock price. For the avoidance of doubt, the aggregate total Purchase Price shall not change as a result of this clause 3.4. 3.5 Any payments made by any Seller to the Buyer under this Agreement shall be treated Net Working Capital Adjustment to the extent possible as an adjustment the Net Working Capital Adjustment is negative; plus the absolute value of the Net Working Capital Adjustment to the price extent the Net Working Capital Adjustment is positive, all to be paid pursuant to the provisions of Article 2.3. (b) Five (5) Business Days prior to the Closing Date, the Seller will notify the Purchaser, in writing, of (i) the amount of the Intercompany Indebtedness expected to be outstanding as of the Closing Date (the "NOTIFIED CLOSING INTERCOMPANY INDEBTEDNESS"), (ii) the amount of the Third Party Indebtedness expected to be outstanding as of the Closing Date (the "NOTIFIED CLOSING THIRD PARTY INDEBTEDNESS"), (iii) the amount of the Net Working Capital expected as of the Closing Date (the "NOTIFIED CLOSING NET WORKING CAPITAL"), and (iv) the expected amount of the Net Working Capital Adjustment (the "NOTIFIED CLOSING NET WORKING CAPITAL ADJUSTMENT"). The notification of the Notified Closing Intercompany Indebtedness, the Notified Closing Third Party Indebtedness, the Notified Closing Net Working Capital and the Notified Closing Net Working Capital Adjustment pursuant to this Article 2.2(b) shall use the definitions of the terms used in this Agreement and shall be prepared in accordance with the Accounting Principles. The notification of the Notified Closing Third Party Indebtedness pursuant to this Article 2.2(b) shall in addition provide reasonable details, on an item by item basis, specifying, to the extent reasonably available, the interest rate, duration and indemnities in case of early repayment of such Indebtedness and of the amounts owed to each creditor, specifying the Company or Subsidiary owing such Indebtedness. The notification of the Notified Closing Net Working Capital Adjustment shall specify the amount of each separate component of Notified Net Working Capital at the Closing Date and the calculation made to derive the Notified Closing Net Working Capital Adjustment. (c) Under this Agreement, the parties have appointed BDO Gendrot (the "AUDITOR"), the mission of which will be, according to Article 1592 of the French Civil Code, to determine the actual amounts of the Closing Intercompany Indebtedness, the Closing Third Party Indebtedness and the Net Working Capital as of the Closing Date. The Auditor shall deliver its written determination on the Closing Intercompany Indebtedness (the "DETERMINED CLOSING INTERCOMPANY INDEBTEDNESS"), on the Closing Third Party Indebtedness (the "DETERMINED CLOSING THIRD PARTY INDEBTEDNESS") and on the Net Working Capital as of the Closing Date (the "DETERMINED CLOSING NET WORKING CAPITAL") to the Parties within forty-five (45) days after the Closing Date, which determinations shall be final and binding on the Parties, it being understood that, except for the Sharespayments referred to in Articles 2.3(d), (e) and (f), no amount shall be claimed by the Seller or any member of the PPR Group, the Purchaser, the Company or the Subsidiaries with respect to the Determined Closing Intercompany Indebtedness, the Determined Closing Third Party Indebtedness or the Determined Closing Net Working Capital once the Auditor has definitively determined them. The Auditor shall determine the amount of the Closing Intercompany Indebtedness, the Closing Third Party Indebtedness and the Net Working Capital as of the Closing Date using the Accounting Principles and consistent with SCHEDULE 3.7(B) and shall use the definitions set forth in this Agreement for such terms in making such ---------------- determination. Should the Auditor be prevented for any reason whatsoever from fulfilling its mission under this Article 2.2(c), the amount of the Closing Intercompany Indebtedness, the Closing Third Party Indebtedness and of the Net Working Capital as of the Closing Date shall be determined by an expert appointed by the President of the Paris Commercial Court in summary proceedings (EN LA FORME DES REFERES ET SANS RECOURS POSSIBLE). Solely for the information of the parties, the decision of the Auditor with respect to the Determined Closing Intercompany Indebtedness, the Determined Closing Third Party Indebtedness and the Determined Closing Net Working Capital pursuant to this Article 2.2(c) shall provide reasonable details, on an item by item basis and, with respect to the Determined Closing Intercompany Indebtedness and the Determined Closing Third Party Indebtedness, of the amounts owed to each creditor. The failure of the Auditor to include any such details shall not affect the binding nature of its decision. The fees and expenses of the Auditor shall be shared equally between the Seller on the one hand and the Purchaser on the other hand. The Parties agree to make all information reasonably requested by the Auditor available to the Auditor as promptly as practicable. (d) The Parties expressly agree that the definitive determination of the Determined Closing Intercompany Indebtedness, the Determined Closing Third Party Indebtedness and the Determined Closing Net Working Capital by the Auditor or court-appointed expert shall be final and binding on the Parties.

Consideration for the Shares. 3.1 The total consideration for the Shares (the “Purchase Price”) is: (a) £9,096,652.35 The aggregate purchase price (the “Cash Consideration”); (b"Purchase Price") the Completion Consideration Shares to be issued by Blink to the Sellers on Completion in their Respective Proportions to be issued in accordance with clause 3.3; and (c) the Earn-Out Consideration Amount (if any) which shall be satisfied by way of the issuance of Earn-Out Consideration Shares by Blink to the Sellers in their Respective Proportions in accordance with clause 5 paid -------------- and Schedule 10. 3.2 Subject to the conditions of this Agreement: (a) an amount equal to £8,556,031.52 (being the Cash Consideration less the aggregate of the Escrow Amount, the Option Withheld Amount and the M Bull and T Mxxxxxx Proceeds) shall be paid delivered by the Buyer to the Sellers on Completion Stockholders for the Shares shall consist of (i) $500,000 in their Respective Proportions cash (the "Initial Cash Payment"), payable by cashiers or -------------------- certified check, (ii) the further consideration determined in accordance with clause 30 the provisions of Subsection 1.3(b) (the "Further Consideration"), and (iii) the terms --------------------- contingent consideration, if any, payable in accordance with the provisions of Subsection 1.3(c) (the "Contingent Consideration"). The Purchase Price shall be ------------------------ subject to adjustment following the Closing as set forth in Subsection 1.4. The Initial Cash Payment shall be paid and delivered by the Buyer on the date of the Undertaking;Closing (the "Closing Date") to the Stockholders in the respective proportions ------------ set forth opposite each Stockholder's name on Schedule I hereto (the ---------- "Stockholder Proportions"). ------------------------ (b) On or before the Escrow Amount date that is 60 days after the closing of the Buyer's initial underwritten public offering (the "IPO") of shares of Common --- Stock, no par value per share (the "Buyer Common Stock"), of the Buyer pursuant ------------------ to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), the Buyer shall be paid issue to the Stockholders in the -------------- Stockholder Proportions an aggregate number of shares of Buyer Common Stock that is equal to the quotient obtained by dividing (x) $250,000 by (y) the Per Share Price to the Public listed on Completion the front cover of the Final Prospectus for the IPO. Notwithstanding the foregoing, and unless otherwise agreed to in writing by the Buyer into parties hereto, in the Escrow Account in accordance with event that the terms IPO does not close on or before the second anniversary of the Undertaking; andClosing Date, the Buyer shall pay and deliver to the Stockholders in the Stockholder Proportions an aggregate of $250,000 in cash, payable by cashiers or certified check, in lieu of any shares of Buyer Common Stock pursuant to this Subsection 1.3(b). (c) The Stockholders shall be entitled to receive up to three payments of Contingent Consideration (the Option Withheld Amount to be paid on Completion by First Contingent Payment, the Buyer to the Company in accordance with the terms of the Undertaking; and (d) the M Bull and T Mxxxxxx Proceeds to be paid on the Completion Date by the Buyer to the Company in accordance with the terms of the Undertaking; and (e) Blink shall instruct the Transfer Agent to issue the Escrow Shares to the US Escrow Agent within five Business Days of Completion Second Contingent Payment and the Escrow Shares Third Contingent Payment) which shall be withheld from being part of the Completion Consideration Shares in accordance with Schedule 8; and (f) Blink will instruct the Transfer Agent to issue the Completion Consideration Shares (less the Escrow Shares) to the Sellers in their Respective Proportions within five Business Days of Completion. 3.3 It is expressly acknowledged by the parties thatcalculated as follows: (ai) the number of the Completion Consideration Shares to be issued will be calculated based on the GBP/USD Exchange Rate on the Completion Date; and (b) the number of Completion Consideration Shares to be received by the Sellers will be calculated based on the dollar volume-weighted average price for Blink common stock on The Nasdaq Capital Market during the 30 consecutive trading days up to and including the Completion Date (for each day, beginning at 9:30:01 a.m., Eastern time, and ending at 4:00:00 p.m., Eastern time) as calculated as at the Completion Date. 3.4 In the event thatthat the Qualifying EBIT (as defined below) for the period from and including July 1, as at 1998 through and including December 31, 1998 is greater than or equal to $75,000, then the Completion Date, Buyer shall pay and deliver to the Consideration Shares would equal or exceed 20% Stockholders in the Stockholder Proportions within 15 days of the then outstanding shares of Blink common stock or 20% Buyer's receipt of the voting power final audit report with respect to such period from the Buyer's Auditors (as defined below), but in any event no later than May 15, 1999, an aggregate of Blink$35,000 in cash, then payable by cashiers or certified check (i) the Consideration Shares "First ----- Contingent Payment"). The Stockholders shall not be reduced entitled to an amount equal to 19.9% of any First ------------------ Contingent Payment if the then outstanding shares of Blink common stock or 19.9% of Qualifying EBIT for the voting power of Blinkperiod from and including July 1, as applicable1998 through and including December 31, and 1998 is less than $75,000. (ii) In the Cash Consideration shall be increased by an amount event that the Qualifying EBIT for the period from and including January 1, 1999 through and including December 31, 1999 is greater than or equal to such reduction $200,000, then the Buyer shall pay and deliver to the Stockholders in the Stockholder Proportions within 15 days of the number Buyer's receipt of shares the final audit report with respect to such period from the Buyer's Auditors, but in any event no later than May 15, 2000, an aggregate of Blink common stock constituting $95,000 in cash, payable by cashiers or certified check (the Consideration Shares, multiplied by Blink’s stock price"Second Contingent ----------------- Payment"). For the avoidance of doubt, the aggregate total Purchase Price The Stockholders shall not change as a result of this clause 3.4be entitled to any Second Contingent Payment if the Qualifying EBIT for the period from and including January 1, 1999 through and including December 31, 1999 is less than $200,000. 3.5 Any payments made by any Seller (iii) In the event that the Qualifying EBIT for the period from and including January 1, 2000 through and including December 31, 2000 is greater than or equal to $260,000, then the Buyer shall pay and deliver to the Buyer under this Agreement Stockholders in the Stockholder Proportions within 15 days of the Buyer's receipt of the final audit report with respect to such period from the Buyer's Auditors, but in any event no later than May 15, 2001, an aggregate of $120,000 in cash, payable by cashiers or certified check (the "Third Contingent ---------------- Payment"). The Stockholders shall not be treated entitled to any Third Contingent ------- Payment if the extent possible as an adjustment to the price paid Qualifying EBIT for the Sharesperiod from and including January 1, 2000 through and including December 31, 2000 is less than $260,000.