Common use of Pending Acquisition Clause in Contracts

Pending Acquisition. As disclosed in the Registration Statement, the Pricing Disclosure Package, the Prospectus and the definitive Schedule 14C filed by the Company on December 29, 2023 (the “Information Statement”), the Company has entered into an exchange agreement dated as of August 10, 2023, as amended and restated by the amended and restated exchange agreement dated November 2, 2023 (as so amended and restated, the “Exchange Agreement”) with all of the members (“Members”) of Next Charging LLC (“Next Charging”), and M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as the representative of the Members, with respect to the acquisition of 100% of the membership interests of the Members in Next Charging. The acquisition of Next Charging is described in more detail in the Pricing Disclosure Package and Prospectus under the section titled “Prospectus Summary - Overview,” which description is complete and correct in all material respects. No prior consent, authorization or order of, and no filing with, any court, government agency or other body regulating the business of the Company or Next Charging is required in connection with the consummation of the transactions contemplated by the Exchange Agreement or the valid issuance, sale and delivery of the Common Stock to be issued to the Members and the consummation of the transactions and agreements contemplated by the Exchange Agreement and as contemplated by the Information Statement.