Exhibit 10.1 

in relation to 100% shares of Telcom d.o.o, Beograd

DATED 30 August 2024

by and among

and

Table of Contents

SHARE SALE AND PURCHASE AGREEMENT

This Share Sale and Purchase Agreement is entered into on 30 August 2024 by and between:

AND

Mr. Milorad Panjković, national of Serbia, personal no: 1905951300019 (the “Seller 2”); and

Seller 1 and Seller 2 jointly referred to as the "Sellers" and individually referred to as the "Seller".

The Purchaser and the Sellers individually referred to as a "Party" and together as the "Parties".

RECITALS:

Whereas, Telcom d.o.o. Beograd, is a limited liability company, incorporated in accordance with the laws of the Republic of Serbia, registered at the Business Registers Agency of the Republic of Serbia, corporate registration number 07473044, with registered seat in Belgrade, at 27 Svetog Nikole Street (the “Company”) engaged in the business of manufacturing of telecommunication equipment;

Whereas, Sellers are the only registered, actual and legal owners of shares of the Company representing 100.00% of total basic capital of the Company, and each of the Sellers possesses 50% of shares of the Company;

Whereas, the Purchaser is a clean technology innovator that designs, patents, manufactures and sells sustainable products and technologies for electric vehicle (EV) charging, energy storage and energy security;

Whereas, the Purchaser has recently acquired company Amiga doo, Kraljevo (now after change of the name being Beam Europe d.o.o), and wishes to further expand its business activities in the Republic of Serbia, in accordance with the investment policies of the Purchaser;

Whereas, the Purchaser had conducted a legal, financial and tax due diligence on the Company analyzing documents and information (the "Due Diligence Process");

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions of the Parties hereinafter set forth, and intending to be legally bound hereby, the Parties hereto agree as follows:

In addition to such terms as are defined elsewhere in this Agreement, wherever used in this Agreement, the following terms shall have the following meanings:

In this Agreement the Parties agree that, unless otherwise expressly specified or the context otherwise requires:

Subject to the terms and conditions of this Agreement, the Sellers will transfer ownership of the Shares and all the rights and entitlements attached thereto in accordance with the Applicable Law, free and clear of any and all Encumbrances, to the Purchaser, together with all rights and entitlements deriving or resulting from the Shares under the Applicable Law and this Agreement, and the Purchaser shall pay the Purchase Price for the Shares, in line with Article 3 hereto.

By transfer of the Shares, all legal (such as voting right) and economic rights (such as the right to a dividend) as well as obligations regarding the Shares will be transferred from the Sellers to the Purchaser, as follows:

By acquiring the Shares, the Purchaser is acquiring any and all statutory rights and duties related to the ownership over the Company, and any and all rights stipulated in the incorporation acts and other internal acts of the Company.

The Purchaser shall not be obliged to complete or procure the completion of the purchase of any of the Shares unless the purchase of all the Shares is completed simultaneously.

Each of the Sellers waives all rights of pre-emption or similar rights over any of the Shares conferred on it either by the constitutional documents or in any other way.

By signing this Agreement, the Purchaser is expressing its consent to become a shareholder of the Company.

The Sellers and/or the Purchaser shall, without delay, inform the Company of the Transfer, when the same occurs under this Agreement, so that it can be inscribed in the relevant records of the Company.

The Parties agree that following the transfer and registration of transfer of Share before the BRA, the ownership structure of the Company will be as follows:

Beam Global

RSD 262,534.66

RSD 57,389.55

RSD 205,145.11

100%

The Parties agree that as a consideration for the purchase and transfer of the Shares from the Sellers to the Purchaser, the Purchaser, under conditions set out in this Agreement, shall pay the Initial Purchase Price amended (decreased or increased) for the amount of the Purchase Price Adjustment (the “Purchase Price”).

The Initial Purchase Price is EUR 795,000 (in letters: seven hundred ninety-five thousand euros) and is composed of:

and

The Purchaser’s Common Stock will be paid prorata to the Sellers, i.e. Seller 1 shall receive the Purchaser’s Common Stock in the amount of EUR 182,500 (in letters: one hundred eighty-two thousand and five hundred euros) and Seller 2 shall receive Purchaser’s Common Stock in the amount of EUR 182,500 (in letters: one hundred eighty-two thousand and five hundred euros)

The Initial Purchase Price shall be adjusted in the amount representing the difference between the actual cash balance and the Target Cash balance.

The Company has a Target Cash balance on the Signing Date equal to at least EUR 200,000 (in letters: two hundred thousand euros). In case the Cash balance deviates (higher or less than agreed EUR 200,000), the Initial Purchase Price shall be adjusted on euro-for-euro value (difference between the real cash balance and the agreed EUR 200,000 EUR of Target Cash balance).

The amount of Purchase Price Adjustment (if needed) in line with this Article, shall be determined immediately prior to the Signing Date, and the Sellers shall provide a written statement to the Purchaser confirming the actual cash balance of the Company on the Signing Date.

For avoidance of doubt, the Parties agree that any adjustments to the Initial Purchase Price as a result of the determined cash balance on the Signing Date, shall be made (i.e. deducted or added) solely by adjusting the number of shares of Purchaser’s Common Stock that the Sellers will receive. The cash portion of the Purchase Price will not be impacted by any Purchase Price Adjustment.

The Purchase Price shall be paid on the Signing Date.

The Parties hereby agree on the following:

Prior to the signing, the Sellers will have delivered to the Purchaser the following documents:

In addition, prior to Signing, the Sellers shall provide a written statement to the Purchaser confirming the actual cash balance of the Company on the Signing Date in order to calculate the Purchase Price Adjustment, with the evidences in that respect, which is to be confirmed by Purchaser. Also, as a condition to Signing, the Purchaser shall receive confirmation from its auditors that the value of the total assets of the Company is greater than the Company’s total liabilities.

Upon satisfaction by Purchaser of the obligations set out in Article 4.1 of this Agreement, the Parties will take the following actions:

Following the execution of Transfer Deed, the Purchaser shall perform the payment of the Purchase Price as follows:

Purchaser shall provide the documents/evidences on performed transfers of Purchase Price to the Sellers.

Seller 1 and the Purchaser undertake to procure that the following documents and requests in respect of the Company are submitted to the BRA by the legal advisors designated by the Purchaser, as soon as possible after the Signing Date, providing that the payment of Purchase Price has been duly completed:

Seller 1 who will remain the representative of the Company post-Signing, shall be solely responsible to communicate the change of ownership over Shares with all competent authorities, registries and commercial banks, in order to fully comply with their requirements.

The Sellers acknowledge and accept that the essential part of the Purchaser's decision to enter into the sale and purchase of Share is that the Seller 1 will remain engaged in the Company), in the period of 5 (five) years as of the Signing Date (“Mandate”). For avoidance of doubt, in case during the Mandate, Seller 1 fulfills the criteria under Serbian Labor Law for retirement, the Parties will sign new employment contract or other form of engagement, under the same financial terms and conditions as specified under Schedule 5.

In case Mandate is terminated due to Seller 1 being a Bad Leaver, Seller 1 shall pay the following contractual penalties to the Company:

In addition, Seller 1 acknowledges and agrees that the Purchaser as the sole shareholder of the Company may appoint any other person as the additional director or other representative, and that Seller 1 as the director may be limited in performing the actions with the co-signature of the said persons.

Subject to the fulfillment of the Additional Purchase Price Conditions by the Sellers, in line with the terms set out in this Agreement, and subject to the Additional Purchase Price Cap and Purchaser’s Common Stock Share Limitation Cap, the Purchaser will issue Purchaser’s Common Stock (i.e. no cash payments) to the Sellers, in addition to the Purchase Price, in line with the rules set out in this Article.

In case of fulfillment of Additional Purchase Price Condition 1, the Sellers are eligible to receive prorata, but in any case only up to the amount of Additional Purchase Price Cap and Purchaser’s Common Stock Share Limitation Cap, in the aggregate a certain number of shares of Purchaser’s Common Stock equal to (i) the amount that the Revenue for the year 2024 exceeds the threshold of Additional Purchase Price Condition 1, reduced for any fees/taxes/charges under the Applicable Law in respect of such payment, (ii) divided by the 30-trading day VWAP calculated at the close of the market on the last full trading day prior to the end of the calendar year 2024

The Additional Purchase Price Payment 1 will be payable, as soon as possible after the filing of Purchaser’s annual report on Form 10-K for 2024 with the United States Securities and Exchange Commission (the “SEC”).

In case of fulfillment of Additional Purchase Price Condition 2, and under the condition that the amount of Additional Purchase Price Payment 1 paid to the Sellers (if any) is below the amount of Additional Purchase Price Cap and subject to Purchaser’s Common Stock Share Limitation Cap, the Sellers are eligible to receive, prorata, in the aggregate a certain number of shares of Purchaser’s Common Stock equal to (i) the amount that the Revenue for the year 2025 exceeds the threshold of Additional Purchase Price Condition 2 reduced for any fees/taxes/charges under the Applicable Law in respect of such payment, (ii) divided by the 30-trading day VWAP calculated at the close of the market on the last full trading day prior to the end of the calendar year 2025.

The Additional Purchase Price Payment 2 will be payable, as soon as possible after the filing of Purchaser’s annual report on Form 10-K for 2025 with the SEC.

In respect of fees/taxes/charges in connection to Additional Purchase Price Payments to the Sellers, the Parties hereby agree on the following principles:

Seller 1 hereby acknowledges and agrees that he is fully aware that after the Transfer, the Purchaser intends (but is not obliged) to perform the status change – merger of the Company into Purchaser’s other fully owned subsidiary in Serbia being Beam Europe doo, MB: 07407343.

The aforesaid merger (if happens) and the fact that the Company will cease to exist in such case (as it will be merged into Beam Europe doo), shall not influence any of the Sellers rights and obligations from this Agreement.

However, for the avoidance of doubt:

Each Seller agrees that commencing upon the Signing, and for a period of 3 (three) years thereafter, each Seller will not, directly or indirectly, individually or jointly, solicit, or cause to be solicited, the customers or vendors of the Company and/or the Purchaser and/or Purchaser affiliates/subsidiaries or conduct its business activities similar to or in competition with the Company and/or the Purchaser and/or Purchaser affiliates/subsidiaries on any territory.

Sellers recognize that the restrictions contained in, and the terms of, this Article are properly required for the adequate protection of Purchaser hereunder, and agree that if any provision in this Article is determined by any court to be unenforceable by reason of its extending for too great a period of time or over too great a geographic area, or by reason of its being too extensive in any other respect, such covenant shall be interpreted to extend only for the longest period of time and over the greatest geographic area, and to otherwise have the broadest application as shall be enforceable.

Each Seller represents and warrants that the provisions of this Article do not conflict with or violate any other obligation or covenant by which it is bound. The parties hereto acknowledge that Damages resulting from a breach of the covenant contained in this Article would be extremely impracticable to measure.

Accordingly, in addition to and without limiting any other remedy or right Purchaser may have, Purchaser shall have the right to an injunction or other equitable relief.

During the period of 24 (twenty-four) months after the Signing Date, upon reasonable request from the Purchaser, the Sellers shall provide their assistance and knowledge for the matters related to the Company such as Taxes, accounting, insurance, operation. Notwithstanding the aforesaid, Seller 1, as long as being employed and/or engaged by the Company and/or the Purchaser shall provide full assistance and perform their obligations as specified in their employment or other engagement agreements with the Company and/or the Purchaser.

The Sellers acknowledge that the Purchaser is entering into this Agreement in reliance on the Sellers’ Representations and Warranties hereby given by Sellers on their own behalf and on behalf of the Company.

In line with the aforesaid, the Sellers represent and warrant to the Purchaser the following specific representations and warranties:

With respect to the issuance of Purchaser’s Common Stock, each Seller hereby represents and warrants to the Purchaser as follows:

None of the Sellers’ Representations and Warranties shall be deemed in any way modified or discharged by reason of any investigation or inquiry made or to be made by or on behalf of the Purchaser. No information relating to the Company that has not been disclosed but of which the Purchaser has knowledge (whether actual or constructive) shall prejudice any claim which the Purchaser shall be entitled to bring or shall operate to reduce any amount recoverable by the Purchaser under this Agreement.

The Purchaser represents and warrants to the Sellers that on the Signing Date the following statements are true and accurate:

The Sellers shall indemnify, defend and hold harmless the Company and/or the Purchaser, its officers, directors and agents, and each of their affiliates, employees and agents (“Indemnified Parties”) from any Damage, including without limitation any and all known or unknown, current and future claims, liabilities or Damages incurred by the Indemnified Parties resulting from any activity of the Company or Sellers prior to the Signing Date, and/or any breach or inaccuracy of any Sellers’ Representations and Warranties contained herein or the failure to perform any covenant made by the Sellers hereunder after the Signing Date.

The claims pertaining to matters set out in this Article shall be referred to as the “Claims” and each a “Claim”.

The Parties agree that the legal successor of the Purchaser and/or Company in case of merger, division, transfer of assets or transfer of receivables of any kind will have the same rights for compensation of Damage stipulated under this Agreement.

The fact that the Purchaser participated in the negotiations and performed Due Diligence Process will not prevent or limit Purchaser in exercising its rights on compensation of Damage and the Purchaser shall be entitled to address Claims against each Seller regardless of whether the event giving rise to such claim was disclosed or otherwise known to the Purchaser.

The Sellers are jointly and severally liable towards the Purchaser for any and all compensations of Damage pursuant to this Article.

Promptly after the Company, Purchaser or the Sellers, as the case may be, becomes aware of a Damage having actually occurred or any matter, fact or circumstance, which is likely to give rise to a Claim, the Indemnified Party shall give written notice (“Claim Notice”) to the Sellers with respect to such Claim.

The Claim Notice shall:

Failure to deliver a Claim Notice within the time period referred to in sub-clause 12.2(a) shall not itself prevent the Purchaser or the Seller (as the case may be) from bringing the relevant Claim, but the Indemnifying Party shall not be liable for any losses or Damage in respect of a Claim to the extent that they are increased, or are not reduced, as a result of any failure by the Indemnified Party to give notice as contemplated by this Article.

If the Indemnifying Party rejects or questions the amount of Claim the Parties shall settle such matter in accordance with Article 14.

The payment of any sum due by the Indemnifying Party to the Indemnified Party for any Claim shall be made within 30 (thirty) Business Days of: (i) the date of the Claim Notice requesting the payment of such sum; or (ii) if the Indemnifying Party has objected in writing to the claim set forth in the Claim Notice within 30 (thirty) Business Days following the receipt of the corresponding Claim Notice, the date on which the amount of the Damages payable by the Indemnifying Party shall have been determined pursuant to either an amicable settlement between the Indemnified Party and the Indemnifying Party or an enforceable decision issued pursuant to Article 14.

If, following the Signing, the Indemnified Party becomes aware of any third party claim (including claims of public authorities) that might lead to a Claim being made (a “Third Party Claim”):

The Sellers are jointly and severally liable towards the Purchaser for Damages pursuant to this Article and for all obligations and covenants directly or indirectly resulting out of this Agreement for Sellers, regardless of percentage in Shares they own. The Purchaser shall have the right to claim from any and each of the Sellers or all of them, in its discretion, compliance with Sellers’ obligations under this Agreement, payment of all Damages, penalties and all indemnities.

The Sellers undertake to pay to the Purchaser (without restricting the rights of Purchaser or any remedy it may have on any basis available to it if any of the Sellers’ Representations and Warranties is breached or untrue or misleading) to pay to Purchaser (or any Purchaser Group Company as the Purchaser may notify the Sellers) on demand an amount equal to the aggregate of:

The Sellers are liable to the Purchaser and/or the Company for any and all Damages with no limitations.

Liability period shall be as follows:

Any and all amounts payable by Sellers to the Purchaser pursuant to this Article shall be settled as follows:

Each of the Sellers waives any and all claims it may have against the Company, the Company’s management and the Company’s employees and confirms that no such claims or any grounds for any such claims exist.

The Sellers undertook before the Signing Date to perform a thorough legal and financial/tax legal sanity check of the Company and to remedy inconsistencies (if any) in Company’s operations and practices, so that all Sellers’ Representations and Warranties on the Signing Date are true, accurate and not misleading.

Notwithstanding the aforesaid, the Sellers specifically undertake to hold harmless the Purchaser and/or the Company against any and all Damage that can result from facts and circumstances that existed prior to such alignment made by the Sellers/Company before the Signing Date.

As security for payment of any and all amounts that the Purchaser may claim under this Agreement (provided that they are not caused by force majeure or actions or omissions that can be attributed to the fault of the Purchaser), on the Signing Date, each of the Sellers provided the Purchaser with 2 (two) personal blank promissory notes, i.e. Seller 1 has provided the Purchaser with the promissory notes AD5420601 and AD5420601 and Seller 2 has provided the Purchaser with the promissory notes AD5420603 and AD5420604.

The said promissory notes are blank own promissory notes, payable without protest, upon demand, with a promissory note authorization provided by the Sellers to the Purchaser for filling the promissory note amount up to the total amount of the paid Purchase Price from this Agreement and with a validity period that is at least 15 (fifteen) days longer than the longest deadline from Article 12.5 of this Agreement.

Following the Signing, each Party shall have the right to terminate this Agreement, only under the reasons listed in this Article, by written notice with immediate effect, sent to the other Party.

The Purchaser may terminate this Agreement:

The Sellers may terminate this Agreement:

No Party shall assign any of its rights and obligations under this Agreement without the prior written consent of the other Party, save in case of assignment by the Purchaser to any of its subsidiaries or affiliates.

This Agreement shall be governed by and interpreted in accordance with the Applicable Law.

Parties agree that agreement on Applicable Law shall be construed as a direct reference to that national substantive law and not to the national conflict-of-laws rules.

All disputes or claims arising out of or in connection with this Agreement, including disputes relating to its validity, breach, termination or nullity, shall be finally settled by the binding arbitration in San Diego, California, under the Commercial Arbitration Rules of the American Arbitration Association. If the Parties cannot agree on a single arbitrator, then each Party shall select one arbitrator, and the two arbitrators so selected shall appoint the third arbitrator. The parties shall each pay one-half of the costs of the arbitrators. The arbitration shall be resolved as soon as reasonably possible.

By agreeing to the Commercial Arbitration Rules of the American Arbitration Association, the Parties undertake to comply with the terms of the arbitral award. Arbitration shall take place in San Diego, California, USA, and language of arbitration shall be English.

The Parties undertake to keep all information obtained in the course of the Due Diligence Process and in any negotiations, discussions and communications prior to or after Signing (including the existence of and the provisions of this Agreement and any other agreement contemplated hereunder) in strict confidence, and further undertake not to disclose any such information to third parties for a period of 5 (five) years after the Signing Date or termination of the Agreement, except if such disclosure is: (i) in compliance with any mandatory requirement of Applicable Law; (ii) in response to a mandatory requirement of any applicable regulatory authority to which any Party is subject where such requirement has the force of law; (iii) in order to obtain tax or other clearances or consents from the relevant tax or regulatory authorities; (iv) where disclosure is made to the employees, directors, agents, consultants and professional advisers of a Party provided that such Party shall be liable for any breach of this Article by any such person; or (v) is stipulated herein.

In the event that a Party hereto is at any time requested or required (by oral questions, interrogations, request for information or documents, subpoena or similar process) to disclose any information supplied to it in connection with this Agreement or intended Transfer to anyone other than professionals, advisors and potential financing sources and their attorneys, such party agrees to provide the other Party prompt notice of such request so that an appropriate protective order may be sought and/or such other Party may waive the first Party’s compliance with the terms of this paragraph.

It is understood and agreed that the above confidentiality undertaking shall not restrict the Purchaser from using information obtained on the Company's business in the course of operating the Company's business following the Signing Date. Any communications between the Company and its clients in respect of the change in the shareholding of the Company shall be under control of the Purchaser.

As soon as practical after the Transfer, the Parties shall inform the public in an appropriate manner and as mutually agreed upon. Thereafter, any public announcements or press releases issued in connection with the Transfer contemplated by this Agreement shall only be published after the Purchaser and Sellers will have agreed on the contents of such public announcements or press releases.

Nothing in this Agreement shall be deemed to constitute a partnership, corporation, joint venture, or any other similar type of association between the Sellers and the Purchaser. Before the Signing, nothing in this Agreement shall be deemed to constitute a transfer of a control over the Company or to create a joint-control over the Company between the Sellers and the Purchaser. The transfer of control over the Company from the Sellers to the Purchaser shall only occur after the Signing Date in line with the terms and conditions set out in this Agreement.

This Agreement constitutes a binding obligation for the Parties to conclude the Transfer, under the terms and conditions set out in this Agreement, which supersedes all previous discussions, arrangements, agreements (either oral or written) between the Parties.

This Agreement may only be amended by a written instrument signed by all Parties.

All negotiations between the Parties to this Agreement have been carried out in accordance with the standards of fair dealing. Each Party to this Agreement freely and expressly consents to all of the terms and conditions of this Agreement to the effect that none of the terms and conditions of this Agreement shall be treated as unexpected (surprise) terms or conditions. The terms and conditions of this Agreement meet the best interests of both Parties and the principles of fair dealing, and fully express the equality of bargaining powers of the Parties to this Agreement.

In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the Parties shall negotiate in good faith with a view to the substitution therefore of a suitable and equitable solution in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid provision; provided, however, that the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the Parties hereto shall be enforceable to the fullest extent permitted by the Applicable law.

Sellers hereby confirm to be jointly and severally liable for all obligations and covenants directly or indirectly resulting out of this Agreement for Sellers, regardless of percentage of Shares they own.

Purchaser shall have the right to claim from any and each of the Sellers or both of them, in its discretion, compliance with Sellers’ obligations under this Agreement, payment of all Damage, penalties and all indemnities.

None of the terms of this Agreement shall be deemed to have been waived by any Party hereto, unless such waiver is in writing and signed by that Party. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement or of any further breach of the provision so waived. No extension of time for the performance of any obligation or act hereunder shall be deemed to be an extension of time for the performance of any other obligation or act.

All notices and other communications hereunder shall be in writing and shall be deemed given upon receipt if delivered personally or by email, three business days after deposit in the mails if sent by registered or certified mail (return receipt requested) or one 8 business day if given by reputable overnight express courier (charges prepaid), to the Parties at the addresses set forth for such party herein (or at such other address for a party as shall be specified by like notice).

If to the Sellers:

Telcom d.o.o, Beograd, Svetog Nikole 27, Belgrade, Serbia

Email: dusan.stanojevic@telcom.co.rs

Attention: Dušan Stanojević

If to the Purchaser:

Beam Global 5660 Eastgate Dr. San Diego, CA 92121

Email: Desmond.Wheatley@beamforall.com

Attention: Desmond Wheatley, CEO

With a copy (which shall not constitute notice) to:

Weintraub Tobin Chediak Coleman Grodin Law Corp. 475 Sansome Street, Suite 510 San Francisco, CA 94111

Email: jpietsch@weintraub.com

Attention: Jeffrey B. Pietsch.

Time shall be of the essence in this Agreement, as regards any dates, times and periods mentioned herein, and the Parties acknowledge and confirm that time is of the essence with respect to all of the performance obligations set out herein.

Failure on the part of any of the Parties to carry out any commitments undertaken pursuant to this Agreement shall not generate claims nor shall it be construed as a breach of the Agreement to the extent such failure is due to Force Majeure.

Each Party shall bear its own costs and expenses of its legal advisers in connection with the preparation and execution of this Agreement and entering into any other agreements, documents or other documents necessary for the implementation of this transaction.

All fees relating to the certification of signatures on this Agreement and certification of relevant Schedules on the Signing Date shall be borne by the Purchaser.

All fees for registration of change of ownership over the Shares and registration of change of general manager before the BRA shall be borne by the Purchaser.

This Agreement has been executed in English language, whereas the Serbian language has been provided in Schedule 8.

For avoidance of any misunderstanding, the Parties irrevocably confirm and acknowledge that: (i) the prevailing version and only version binding for the Parties is the English version; (ii) all negotiations and arrangements have been conducted in English language and solely in respect of English version of the document; (iii) the Serbian version has been prepared by the translators and serves only for illustrative purposes.

This Agreement will come into its full legal effect as of the Signing Date, and may be terminated only on the basis of the terms and conditions set forth herein, and in accordance with the Applicable Law.

This Agreement has been signed in 4 (four) counterparts, out of which each 2 (two) for the Sellers (one copy for each Seller), and 2 (two) for the Purchaser.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date reflected below.

SIGNED in Kraljevo on 30 August 2024

For PURCHASER

/s/ Desmond Wheatley

Signatory: Desmond Wheatley

Capacity: CEO

LIST OF SCHEDULES:

Exhibit 99.1

BEAM GLOBAL CLOSES ACQUISITION OF EUROPE BASED TELCOM

Acquisition Brings New Customers, Revenues, Margins and Power Electronics Expertise

SAN DIEGO, CA – September 05, 2024 – Beam Global, (Nasdaq: BEEM) (“Beam Global” or the “Company”), a leading provider of innovative and sustainable infrastructure solutions for the electrification of transportation and energy security, announced the closing of the acquisition of Telcom, a European based company located in Belgrade (“Telcom”), which since 1990, engineers and manufacturers specialized power electronics including invertors, charge controllers, power supplies and LED lighting.

Acquisition Expands Market Reach and Product Development while Providing Vital Power Electronics Expertise

Beam Global expects that the acquisition of Telcom will enable the Company to enhance its products, improve quality, reduce warranty and service requirements, and reduce costs through the replacement of third-party power electronic components with Beam Global engineered and manufactured solutions.

The Company believes that Beam Global’s current and future suite of products, which currently rely upon power electronic components provided by outside vendors, will be enhanced by the replacement of those components with proprietary and tailored solutions which we believe will cost less, be more effective and which will reduce future warranty and service costs. Telcom, now Beam Europe’s power electronics team, will be tasked with creating bespoke solutions to replace third-party products enabling Beam Global to retain margin and create products with lower failure rates which are better suited for the unique attributes of Beam’s patented product portfolio.

Beam Global also intends to support Telcom in growing its current legacy business with notable large customers that include the region’s largest telecommunications provider and a materials rehandling product company, engaged in the electrification of forklifts and other equipment. Beam Global and Telcom believe that there are significant opportunities to cross-sell the Company’s energy storage and renewable energy products to Telcom’s existing client base, providing further growth opportunities for the combined entity.

“Beam Global’s unique suite of products have equally unique power electronics requirements,” said CEO of Beam Global Desmond Wheatley. “Until now our talented engineering team has found ways to make off-the-shelf components perform tasks which they are capable of, but were not necessarily designed for, resulting in increased costs and complexities within our products. The acquisition of Telcom continues our strategy of vertical integration and market expansion which we started with AllCell batteries in 2022 and Amiga’s streetlight and other capabilities in 2023. I am thrilled that Beam Global products will finally start to integrate technology solutions which are designed to address the highly challenging conditions in which they have to operate. I believe our products will become more powerful, more reliable and less expensive to make. That’s great news for our customers and great news for improving profitability. We will also continue to grow and support Telcom’s core business in ways which we believe that they have previously not been able. I have met with leadership at Telcom’s largest customers and consistently heard that they wish to do more with Telcom. Beam will make that happen. Improved products, increased revenues, increased profitability, more product and customer reach, and an excellent value-creating team of highly skilled engineers is what I see coming with this acquisition, and we have done it with a transaction structure that improves our cash as well as our working capital positions.”

Telcom to be folded into Beam Europe

Telcom was founded in 1990, and has electrical engineering, product development and manufacturing capabilities, which Beam Global believes are ideally suited to improve the Company’s current and future products for the global market. Telcom has a well-respected and highly talented team of electrical engineers, focused on power electronics and the integration of renewables and energy storage. We believe that Telcom is well positioned to create solutions which will reduce Beam Global’s reliance on third-party components and solutions. Telcom’s team of highly qualified engineers will be integrated with Beam Europe’s current team, which we believe will provide a valuable and cost-effective enhancement and acceleration of product development cycles with very attractive economics.

Deal Structure

Telcom reported over EUR 600,000 in revenue in 2023. Beam Global expects significant growth in 2024 based on Telcom’s current business, and further as Telcom is integrated with Beam Europe. The purchase price for the acquisition was EUR 815,298 of which EUR 385,298 was paid in unregistered shares of Beam Global common stock and EUR 430,000 was paid in cash. In addition to the above, the sellers of Telcom have the ability to earn up to an additional EUR 250,000, paid entirely in stock, if Telcom meets certain revenue milestones. At closing, Telcom had a working capital balance of approximately EUR 500,000 consisting of cash of approximately EUR 220,000, accounts receivable of EUR 115,000, inventory of EUR 275,000 and accounts payable of EUR 110,000, providing a positive working capital balance of approximately EUR 500,000. The net cost to Beam Global for the acquisition is approximately EUR 315,000.

About Beam Global

Beam Global is a clean technology innovator which develops and manufactures sustainable infrastructure products and technologies. We operate at the nexus of clean energy and transportation with a focus on sustainable energy infrastructure, rapidly deployed and scalable EV charging solutions, safe energy storage and vital energy security. With operations in the U.S. and Europe, Beam Global develops, patents, designs, engineers and manufactures unique and advanced clean technology solutions that power transportation, provide secure sources of electricity, save time and money and protect the environment. Beam Global is headquartered in San Diego, CA with facilities in Chicago, IL and Belgrade and Kraljevo, Serbia. Beam Global is listed on Nasdaq under the symbol BEEM. For more information visit BeamForAll.com, LinkedIn, YouTube and X (formerly Twitter).

Forward-Looking Statements

This Beam Global Press Release may contain forward-looking statements. All statements in this Press Release other than statements of historical facts are forward-looking statements. Forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “target,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may,” or other words and similar expressions that convey the uncertainty of future events or results. These statements relate to future events or future results of operations, including, but not limited to statements regarding the acquisition of Telcom, its expected benefits, and the anticipated future financial performance as a result of the acquisition or in connection with the integration of Telcom with Beam Europe. These statements relate to future events or future results of operations. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause Beam Global's actual results to be materially different from these forward-looking statements. Except to the extent required by law, Beam Global expressly disclaims any obligation to update any forward-looking statements.

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