THIS
NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.


 


	CCGI
	 


 


PROMISSORY
NOTE


 


FOR
VALUE RECEIVED, Car Charging Group, Inc., a Nevada corporation (the “Issuer” of this Security) with at least
80,000,000 common shares issued and outstanding, issues this Security and promises to pay to JMJ Financial, a Nevada sole proprietorship,
or its Assignees (the “Investor”) the Principal Sum along with the Interest Rate and any other fees according to the
terms herein. This Note will become effective only upon execution by both parties and delivery of the first payment of Consideration
by the Investor (the “Effective Date”). Any term not otherwise defined herein shall have the meaning given such term
in the Securities Purchase Agreement SPA-10052016, dated October 7, 2016, between the Issuer and the Investor (the “Securities
Purchase Agreement”).


 


The
Principal Sum is up to $3,725,000 (three million seven hundred twenty five thousand) plus accrued and unpaid interest and any
other fees. The Consideration is $3,500,000 (three million five hundred thousand) payable by wire. The Investor shall pay $2,500,000
of Consideration in accordance with the attached Funding Schedule. The Investor may pay up to an additional $1,000,000 of Consideration
to the Issuer in such amounts and at such dates as the Investor may choose, however, the Issuer has the right to reject any of
those payments within 24 hours of receipt of rejected payments. The Principal Sum due
to THE Investor shall be based on the Consideration actually paid by Investor (plus an approximate 6% original issue discount
that is based on the Consideration actually paid by the Investor as well as any other interest or fees) such that the Issuer is
only required to repay the amount funded and the Issuer is not required to repay any unfunded portion of this Note.
The Maturity Date is the earlier of February 15, 2017 or, if the Listing Approval End Date is February 28, 2017, March 31, 2017,
or the third business day after the closing of the Public Offering. The Principal Sum of this Note, as well as any unpaid interest
and other fees, shall be due and payable on the Maturity Date. The Investor may extend any Maturity Date in its sole discretion
in increments of up to sixty days at any time before or after any Maturity Date. The Maturity Date shall automatically be deemed
extended unless the Investor provides notice to the Issuer that it is not or has not extended the Maturity Date, which notice
the Investor may provide at any time before or after the Maturity Date.


 


1.
Repayment. The Issuer may repay this Note at any time on or before its Maturity Date. In the event the Investor submits
a conversion as permitted by this Note, the Issuer may not repay the amount converted.


 


2.
Conversion upon Default on Repayment. In the event the Issuer fails to repay the balance due under this Note on its Maturity
Date, the Investor has the right, at any time, at its election, to convert all or part of the outstanding and unpaid Principal
Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Issuer
as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the
Conversion Price. The Conversion Price is the lesser of $0.70 (subject to adjustment for stock splits) or 60% of the lowest trade
price in the 25 trading days previous to the conversion (In the case that conversion shares are not deliverable by DWAC an additional
10% discount will apply; and if the shares are ineligible for deposit into the DTC system and only eligible for Xclearing deposit
an additional 5% discount shall apply; in the case of both an additional cumulative 15% discount shall apply). Unless otherwise
agreed in writing by both parties, at no time will the Investor convert any amount of the Note into common stock that would result
in the Investor owning more than 9.99% of the common stock outstanding. Conversion notices may be delivered to the Issuer’s
transfer agent or to the Issuer by method of the Investor’s choice (including but not limited to email, facsimile, mail,
overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Investor.
If no objection is delivered from the Issuer to the Investor regarding any variable or calculation of the conversion notice within
24 hours of delivery of the conversion notice to the Issuer’s transfer agent or to the Issuer, the Issuer shall have been
thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto.
The Issuer or its transfer agent shall deliver the shares from any conversion to the Investor (in any name directed by the Investor)
within 3 (three) business days of conversion notice delivery. The Investor, at any time prior to selling all of the shares from
a conversion, may, for any reason, rescind any portion, in whole or in part, of that particular conversion attributable to the
unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned
to the Issuer (under the Investor’s and the Issuer’s expectations that any returned conversion amounts will tack back
to the original date of the Note).


 




    	 		 



    	 	 	 



    





 


3.
Conversion Upon Issuance of a Variable Security. In the event the Issuer fails to repay the balance due under this Note
on its Maturity Date, if the Issuer issues a Variable Security at any time this Note is outstanding, then in such event the Investor
shall have the right to convert all or any portion of the outstanding balance of this Note into shares of the Issuer’s common
stock on the same terms as granted in any applicable Variable Security issued by the Issuer (including, for the avoidance of doubt,
conversion price, conversion discount, conversion lookback period, method and timing of conversion share delivery, etc.). In addition,
this Note shall automatically be deemed to have been amended to include any applicable conversion rights granted pursuant to any
such Variable Security that is issued by the Issuer. A Variable Security is any security issued by the Issuer that (i) has or
may have conversion rights of any kind, contingent, conditional or otherwise in which the number of shares that may be issued
pursuant to such conversion right varies with the market price of the common stock; (ii) is or may become convertible into common
stock (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion price that varies
with the market price of the common stock, even if such security only becomes convertible following an event of default, the passage
of time, or another trigger event or condition; or (iii) was issued or may be issued in the future in exchange for or in connection
with any contract or instrument, whether convertible or not, where the number of shares of common stock issued or to be issued
is based upon or related in any way to the market price of the common stock, including, but not limited to, common stock issued
in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange.


 


4.
Reservation of Shares. At all times during which this Note is outstanding, the Issuer will reserve for the Investor from
its authorized and unissued Common Stock a number of shares of not less than five times the number of shares necessary to provide
for the issuance of Common Stock upon the full conversion of this Note. The Issuer initially shall reserve 50,000,000 shares of
Common Stock for the Investor. The Issuer represents that Worldwide Stock Transfer, LLC serves as the Issuer’s transfer
agent as of the Effective Date of this Note. The Issuer acknowledges that Worldwide Stock Transfer, LLC is a party to an irrevocable
instruction and share reservation letter agreement between the Issuer, the transfer agent and the Investor regarding this Note.
The Issuer agrees that the Issuer’s use of Worldwide Stock Transfer, LLC as its transfer agent is material to the Investor,
that the Issuer may not terminate or replace Worldwide Stock Transfer, LLC as the Issuer’s transfer agent without obtaining
the Investor’s written consent thirty days in advance of such termination or replacement, and that the Issuer must provide
the Investor, within five business days following the termination, resignation or replacement of Worldwide Stock Transfer, LLC
or any subsequent transfer agent an irrevocable instruction and share reservation letter, executed by the Issuer and the new transfer
agent, providing rights to the Investor identical to the rights provided to the Investor in the irrevocable instruction and share
reservation letter between the Issuer, the Investor, and Worldwide Stock Transfer, LLC. The Issuer further agrees that every provision
in the irrevocable instruction and share reservation letter agreement are also material to the Investor such that the Investor
would not otherwise enter into this Note.


 


5.
Terms of Future Financings. Until such time as the closing of the Public Offering (as defined in the Securities Purchase
Agreement), so long as this Note is outstanding, upon any issuance by the Issuer of any security with any term more favorable
to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to the Investor
in this Note, such term, at the Investor’s option, shall become a part of the transaction documents with the Investor. The
types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited
to, terms addressing conversion rights, conversion discounts, conversion lookback periods, interest rates, original issue discounts,
and warrant coverage.


 


In
addition, until such time as the closing of the Public Offering, if the Issuer shall issue or sell Common Stock, or grant any
option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant
or any option to purchase or other disposition) any Common Stock (including pursuant to the terms of any outstanding securities
issued prior to the issuance of this security (including, but not limited to, warrants, convertible notes, or other agreements))
or any security entitling the holder thereof (including pursuant to sales, grants, conversions, warrant exercises or other issuances
to the Investor as a result of these Transaction Documents (as defined below), prior transaction documents, or future transaction
documents) to acquire Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other
instrument that is convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive Common
Stock (a “Common Stock Equivalent”) at an effective price per share less than the Conversion Price, then simultaneously
with the consummation of each dilutive issuance the Conversion Price for the Investor shall be reduced (and only reduced) and
consequently the number of Shares issuable to the Investor shall be increased (and only increased). Such adjustment shall be made
to the Conversion Price whenever such Common Stock or Common Stock Equivalents are issued; provided, that the foregoing shall
not apply to issuances listed on Schedule 5 hereto (each, an “Exempt Issuance”).


 


The
Issuer shall notify the Investor of such additional or more favorable term, including the applicable issuance price, or applicable
reset price, exchange price, conversion price, exercise price and other pricing terms, and, at any time while this Note is outstanding,
the Investor may request of the Issuer and/or its transfer agent (and they will provide) a schedule of all issuances since the
Effective Date of this Note of shares of common stock or of securities entitling the holder thereof to acquire shares of common
stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is convertible
into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of common stock of the Issuer.


 




    	 		 



    	 	 	 



    


 


6.
Default. Each of the following are an event of default under this Note: (i) the Issuer shall fail to pay any principal
under the Note when due and payable (or payable by conversion) thereunder; or (ii) the Issuer shall fail to pay any interest or
any other amount under the Note when due and payable (or payable by conversion) thereunder; or (iii) the Issuer shall breach or
fail to honor any other term of this Note, any term under any other document related to this Note, or any other written agreement
between the Issuer and the Investor (collectively, the “Transaction Documents”), including, without limitation, the
Issuer’s obligation to reserve at all times a sufficient number of shares to provide for the issuance of common stock upon
the full conversion of this Note pursuant to Section 4 of this Note; or (iv) the Issuer fails to keep available a sufficient number
of authorized, unissued and unreserved shares of common stock (other than shares of common stock reserved for the Investor) to
permit the Investor to increase its share reserve to such number of shares as equals not less than five times the outstanding
Note balance divided by the closing price of the Issuer’s common stock; or (v) the Issuer’s failure to increase the
number of authorized shares of common stock of the Issuer within sixty days of having a number of authorized, unissued, and unreserved
shares of common stock (excluding shares of common stock reserved for the Investor) of less than five times the number of shares
necessary to provide for the issuance of common stock upon full conversion of this Note; or (vi) the Issuer terminates or replaces
the entity or person serving as the transfer agent for the Issuer without obtaining the previous written consent of the Investor
thirty days in advance of such termination or replacement; or (vii) the Issuer’s failure to appoint a new transfer agent
approved by the Investor (such approval not to be unreasonably withheld) and to provide the Investor, within five business days
following termination, resignation or replacement of the current transfer agent, an irrevocable instruction and share reservation
letter, executed by the Issuer and the new transfer agent, providing rights to the Investor identical to the rights provided to
the Investor in the irrevocable instruction and share reservation letter between the Issuer, the Investor, and the terminated,
resigned or replaced transfer agent; or (viii) the Issuer generally fails to pay, or admits in writing its inability to pay, its
debts as they become due, subject to applicable grace periods, if any; or (ix) the Issuer shall make a general assignment for
the benefit of creditors; or (x) the Issuer shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic
or foreign); or (xi) an involuntary proceeding shall be commenced or filed against the Issuer; or (xii) the Issuer’s common
stock has an offering price of $0.0001 on its principal trading market at any time; or (xiii) the Issuer’s market capitalization
(the number of shares of common stock issued and outstanding multiplied by the price per share of common stock) is less than $200,000
at any time or decreases to less than 50% of the market capitalization on the Effective Date of any payment of Consideration;
or (xiv) the price per share of the Issuer’s common stock decreases to less than 50% of the price per share on the Effective
Date of any payment of Consideration; or (xv) the Issuer shall lose its status as “DTC Eligible” or the Issuer’s
shareholders shall lose the ability to deposit (either electronically or by physical certificates, or otherwise) shares into the
DTC System; or (xvi) the Issuer shall become delinquent in its filing requirements as a fully-reporting issuer registered with
the SEC; or (xvii) the Issuer shall fail to meet, within 90 days of the Effective Date, all requirements to satisfy the availability
of Rule 144 to the Investor or its assigns including but not limited to timely fulfillment of its filing requirements as a fully-reporting
issuer registered with the SEC, requirements for XBRL filings, requirements for disclosure of financial statements on its website,
and the filing of a Form 8-A registration statement with the SEC registering the Issuer’s common stock under the Securities
Exchange Act of 1934; or (xviii) the Issuer fails to file with the SEC by November 4, 2016 the Preliminary Schedule 14C Proxy
or Information Statement notifying the Issuer’s shareholders that the Issuer’s board of directors and a majority of
the Issuer’s outstanding voting securities have approved the Reverse Split; or (xix) the Issuer fails to file with the SEC
by December 15, 2016 the Definitive Schedule 14C Proxy or Information Statement notifying the Issuer’s shareholders that
the Issuer’s board of directors and a majority of the Issuer’s outstanding voting securities have approved the Reverse
Split; or (xx) the Issuer fails to file the Registration Statement with the SEC by November 14, 2016; or (xxi) the Issuer fails
to file with the SEC by December 15, 2016 Amendment No. 1 to the Registration Statement; or (xxii) the reverse split of the Issuer’s
common stock fails to become effective by January 15, 2017; or (xxiii) the Issuer fails to obtain from Nasdaq or NYSE by February
28, 2017 conditional approval of the listing of the Issuer’s common stock on The Nasdaq Capital Market or NYSE-MKT subject
only to completion of the Public Offering pursuant to the Registration Statement and to the Issuer’s common stock maintaining
the minimum price requirements prior to uplisting; or (xxiv) the Issuer terminates the engagement letter in which the Issuer engaged
Joseph Gunnar & Co., LLC to conduct the public offering of the Issuer’s securities pursuant to the Registration Statement;
or (xxv) the Issuer suspends pursuit of the public offering of the Issuer’s securities pursuant to the Registration Statement;
or (xxvi) if Joseph Gunnar & Co., LLC terminates the engagement letter with the Issuer or suspends pursuit of the public offering
of the Issuer’s securities pursuant to the Registration Statement, the Issuer fails, within thirty days after Joseph Gunnar
& Co., LLC’s termination or suspension, to engage another investment bank to conduct the Public Offering; or (xxvii)
if Joseph Gunnar & Co., LLC terminates the engagement letter with the Issuer or suspends pursuit of the public offering of
the Issuer’s securities pursuant to the Registration Statement, the Issuer fails to repay this Note within sixty days, but
no later than February 15, 2017, after Joseph Gunnar & Co., LLC’s termination or suspension.


 


7.
Remedies. For each conversion, in the event that shares are not delivered by the fourth business day (inclusive of the
day of conversion), a fee of $2,000 per day will be assessed for each day after the third business day (inclusive of the day of
the conversion) until share delivery is made; and such fee will be added to the Principal Sum of the Note (under the Investor’s
and the Issuer’s expectations that any penalty amounts will tack back to the original date of the Note). Upon an occurrence
of any other event of default, the Investor may asses and apply a fee against the Issuer of $75,000 (for the avoidance of doubt,
the fee shall be a maximum of $75,000 even if there are multiple other events of default and shall not be a fee of $75,000 upon
each event of default) at any time any balance remains outstanding on this Note, regardless of whether such event of default has
been cured or remedied and regardless of whether the Investor delivered a notice of default at the time of the event of default
or at the time the Investor discovered the event of default. The parties agree that the fee shall be applied to the balance of
the Note and shall tack back to the Effective Date of the Note for purposes of Rule 144. The parties acknowledge and agree that
upon an event of default, Investor’s damages would be uncertain and difficult (if not impossible) to accurately estimate
because of the parties’ inability to predict future interest rates and future share prices, Investor’s increased risk,
and the uncertainty of the availability of a suitable substitute investment opportunity for Investor, among other reasons. Accordingly,
any fees, charges, and default interest due under this Note or any other Transaction Document between the parties are intended
by the parties to be, and shall be deemed, liquidated damages. The parties agree that such liquidated damages are a reasonable
estimate of Investor’s actual damages and not a penalty, and shall not be deemed in any way to limit any other right or
remedy Investor may have hereunder, at law or in equity. The parties acknowledge and agree that under the circumstances existing
at the time this Note is entered into, such liquidated damages are fair and reasonable and are not penalties. All fees, charges,
and default interest provided for in this Note and the Transaction Documents are agreed to by the parties to be based upon the
obligations and the risks assumed by the parties as of the Effective Date and are consistent with investments of this type. The
liquidated damages provisions shall not limit or preclude a party from pursuing any other remedy available at law or in equity;
provided, however, that the liquidated damages are intended to be in lieu of actual damages.


 




    	 		 



    	 	 	 



    


 


8.
Acceleration. In the event of any default, the outstanding principal amount of this Note, plus accrued but unpaid interest,
liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration (the “Note Balance”),
shall become, at the Investor’s election, immediately due and payable in cash at the Mandatory Default Amount. The Mandatory
Default Amount means the Investor’s choice of (this choice may be made at any time without presentment, demand, or notice
of any kind): (i) the Note Balance divided by the Conversion Price on the date of the default multiplied by the closing price
on the date of the default; or (ii) the Note Balance divided by the Conversion Price on the date the Mandatory Default Amount
is either (a) demanded or (b) paid in full, whichever has a lower Conversion Price, multiplied by the closing price on the date
the Mandatory Default Amount is either (a) demanded or (b) paid in full, whichever has a higher closing price; or (iii) 150% of
the Note Balance. In connection with such acceleration described herein, the Investor need not provide, and the Issuer hereby
waives, any presentment, demand, protest or other notice of any kind, and the Investor may immediately and without expiration
of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable
law. Such acceleration may be rescinded and annulled by the Investor at any time prior to payment hereunder and the Investor shall
have all rights as a holder of the note until such time, if any, as the Investor receives full payment pursuant to this Section
8. No such rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon.


 


9.
Right to Specific Performance and Injunctive Relief. Nothing herein shall limit the Investor’s right to pursue any
other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive
relief. In this regard, the Issuer hereby agrees that the Investor will be entitled to obtain specific performance and/or injunctive
relief with respect to the Issuer’s failure to timely deliver shares of Common Stock upon conversion of the Note as required
pursuant to the terms hereof or the Issuer’s obligations regarding the reservation of shares and its transfer agent, including
the use, termination, replacement or resignation of the transfer agent and the obligation to deliver an irrevocable instruction
and share reservation letter with any subsequent transfer agent. The Issuer agrees that, in such event, all requirements for specific
performance and/or preliminary and permanent injunctive relief will be satisfied, including that the Investor would suffer irreparable
harm for which there would be no adequate legal remedy. The Issuer further agrees that it will not object to a court or arbitrator
granting or ordering specific performance or preliminary and/or permanent injunctive relief in the event the Investor demonstrates
that the Issuer has failed to comply with any obligation herein. Such a grant or order may require the Issuer to immediately issue
shares to the Investor pursuant to a Conversion Notice and/or require the Issuer to immediately satisfy its obligations regarding
the reservation of shares and its transfer agent, including the use, termination, replacement or resignation of the Issuer’s
transfer agent and the obligation to deliver an irrevocable instruction and share reservation letter with any subsequent transfer
agent. The Issuer further expressly waives any right to any bond in connection with any temporary or preliminary injunction.


 


10.
No Shorting. The Investor agrees that so long as this Note from the Issuer to the Investor remains outstanding, the Investor
will not enter into or effect “short sales” of the Common Stock or hedging transaction which establishes a net short
position with respect to the Common Stock of the Issuer. The Issuer acknowledges and agrees that upon delivery of a conversion
notice by the Investor, the Investor immediately owns the shares of Common Stock described in the conversion notice and any sale
of those shares issuable under such conversion notice would not be considered short sales.


 


11.
Assignability. The Issuer may not assign this Note. This Note will be binding upon the Issuer and its successors and will
inure to the benefit of the Investor and its successors and assigns and may be assigned by the Investor to anyone without the
Issuer’s approval.


 


12.
Governing Law, Legal Proceedings, and Arbitration. This Note will be governed by,
construed and enforced in accordance with the substantive laws of the State of Nevada (including any rights to specific relief
provided for under Nevada statutes), without regard to the conflict of laws principles thereof. The parties hereby warrant and
represent that the selection of Nevada law as governing under this Note (i) has a reasonable nexus to each of the Parties and
to the transactions contemplated by the Note; and (ii) does not offend any public policy of Nevada, Florida, or of any other state,
federal, or other jurisdiction.


 


Any
action brought by either party against the other arising out of or related to this Note, or any other agreements between the parties,
shall be commenced only in the state or federal courts of general jurisdiction located in Miami-Dade County, in the State of Florida,
except that all such disputes between the parties shall be subject to alternative dispute resolution through binding arbitration
at the Investor’s sole discretion and election (regardless of which party initiates the legal proceedings). The
parties agree that, in connection with any such arbitration proceeding, each shall submit or file any claim which would constitute
a compulsory counterclaim within the same proceeding as the claim to which it relates. Any such claim that is not submitted or
filed in such proceeding shall be waived and such party will forever be barred from asserting such a claim. Both parties and the
individuals signing this Note agree to submit to the jurisdiction of such courts or to such arbitration panel, as the case may
be.


 




    	 		 



    	 	 	 



    


 


If
the Investor elects alternative dispute resolution by arbitration, the arbitration proceedings shall be conducted in Miami-Dade
County and administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and Mediation
Procedures in effect on the Effective Date of this Note, except as modified by this agreement. The Investor’s election to
arbitrate shall be made in writing, delivered to the other party, and filed with the American Arbitration Association. The American
Arbitration Association must receive the demand for arbitration prior to the date when the institution of legal or equitable proceedings
would be barred by the applicable statute of limitations, unless legal or equitable proceedings between the parties have already
commenced, and the receipt by the American Arbitration Association of a written demand for arbitration also shall constitute the
institution of legal or equitable proceedings for statute of limitations purposes. The parties shall be entitled to limited discovery
at the discretion of the arbitrator(s) who may, but are not required to, allow depositions. The parties acknowledge that the arbitrators’
subpoena power is not subject to geographic limitations. The arbitrator(s) shall have the right to award individual relief which
he or she deems proper under the evidence presented and applicable law and consistent with the parties’ rights to, and limitations
on, damages and other relief as expressly set forth in this Note. The award and decision of the arbitrator(s) shall be conclusive
and binding on all parties, and judgment upon the award may be entered in any court of competent jurisdiction. The Investor reserves
the right, but shall have no obligation, to advance the Issuer’s share of the costs, fees and expenses of any arbitration
proceeding, including any arbitrator fees, in order for such arbitration proceeding to take place, and by doing so will not be
deemed to have waived or relinquished its right to seek the recovery of those amounts from the arbitrator, who shall provide for
such relief in the final award, in addition to the costs, fees, and expenses that are otherwise recoverable. The foregoing agreement
to arbitrate shall be specifically enforceable under applicable law in any court having jurisdiction thereof.


 


13.
Delivery of Process by the Investor to the Issuer. In the event of any action or proceeding by the Investor against the
Issuer, and only by the Investor against the Issuer, service of copies of summons and/or complaint and/or any other process which
may be served in any such action or proceeding may be made by the Investor via U.S. Mail, overnight delivery service such as FedEx
or UPS, email, fax, or process server, or by mailing or otherwise delivering a copy of such process to the Issuer at its last
known attorney as set forth in its most recent SEC filing.


 


14.
Attorney Fees. If any attorney is employed by either party with regard to any legal or equitable action, arbitration or
other proceeding brought by such party for enforcement of this Note or because of an alleged dispute, breach, default or misrepresentation
in connection with any of the provisions of this Note, the prevailing party will be entitled to recover from the other party reasonable
attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which the prevailing party may
be entitled.


 


15.
Opinion of Counsel. The Issuer shall provide the Investor with an opinion of counsel prior to the Effective Date of the
Note that neither this Note, nor any other agreement between the parties, nor any of their terms (including, but not limited to,
interest, original issue discount, conversion terms, warrants terms, penalties, fees or liquidated damages), individually or collectively
violate any usury laws in the State of Nevada. Prior to the Effective Date of the Note, the Issuer and its management have reviewed
such opinion, consulted their counsel on the opinion and on the matter of usury, and have further researched the matter of usury
to their satisfaction. Further, the Issuer and its management agree with the opinion of the Issuer’s counsel that neither
this Note nor any other agreement between the parties is usurious and they agree they will not raise a claim of usury as a defense
to the performance of the Issuer’s obligations under this Note or any other agreement between the parties. THE ISSUER HEREBY
WARRANTS AND REPRESENTS THAT THE SELECTION OF NEVADA LAW AS GOVERNING UNDER THIS AGREEMENT (I) HAS A REASONABLE NEXUS TO EACH
OF THE PARTIES AND TO THE TRANSACTIONS CONTEMPLATED BY THESE AGREEMENTS; AND (II) DO NOT OFFEND ANY PUBLIC POLICY OF NEVADA, FLORIDA,
OR OF ANY OTHER STATE, FEDERAL, OR OTHER JURISDICTION. In the event that any other opinion of counsel is needed for any matter
related to this Note, the Investor has the right to have any such opinion provided by its counsel. Investor also has the right
to have any such opinion provided by Issuer’s counsel.


 


16.
Notices. Any notice required or permitted hereunder (including Conversion Notices and demands for arbitration) must be
in writing and either personally served, sent by facsimile or email transmission, or sent by overnight courier. Notices will be
deemed effectively delivered at the time of transmission if by facsimile or email, and if by overnight courier the business day
after such notice is deposited with the courier service for delivery.


 


17.
Funding Schedule. See terms of the attached Funding Schedule.


 


*   *   *


 






    	 		 



    	 	 	 



    

 





	Issuer:	 	Investor:
	 	 	 
	/s/
    Michael J. Calise 	 	/s/
    JMJ Financial 
	Michael
    J. Calise	 	JMJ
    Financial
	Car
    Charging Group, Inc.	 	Its
    Principal
	Chief
    Executive Officer	 	 
	 	 	 
	Date:
    	October 6, 2016	 	Date:
    	October 13, 2016


 


[Promissory
Note Signature Page]


 




    	 		 



    	 	 	 



    


 


FUNDING
SCHEDULE


 


	 	● 	$500,000
    paid to Issuer as the Purchase Price at closing under the Securities Purchase Agreement
	 	 	 
	 	●	$250,000
    paid to Issuer within 5 business days after the Issuer files with the SEC both (i) the Registration Statement, and (ii) the
    Preliminary Schedule 14C Proxy or Information Statement with respect to shareholder approval of the Reverse Split, provided
    that the Registration Statement is filed with the SEC by November 4, 2016 and both documents are filed with the SEC by November
    14, 2016.
	 	 	 
	 	●	$250,000
    paid to Issuer within 5 business days after the Issuer files the Definitive Schedule 14C Proxy or Information Statement with
    respect to shareholder approval of the Reverse Split, provided that the Issuer files the Definitive Schedule 14C Proxy or
    Information Statement by November 30, 2016 or, in the event that the Preliminary Schedule 14C Proxy or Information Statement
    is reviewed by the SEC, December, 15, 2016.
	 	 	 
	 	●	$500,000
    paid to Issuer within 5 business days after the Issuer files Amendment No. 1 to the Registration Statement, provided that
    the Issuer files Amendment No. 1 to the Registration Statement by December 15, 2016.
	 	 	 
	 	●	$500,000
    paid to Issuer within 5 business days after the Issuer delivers to the Investor copies of fully executed agreements with holders
    owning at least $7,000,000 of the Issuer’s outstanding liabilities as of June 30, 2016 providing for those holders to
    convert their liabilities into shares of Series C Preferred Stock (provided that the Series C Preferred Stock is a straight
    equity security and carries no liability whatsoever for purposes of meeting the Nasdaq and NYSE listing minimum net equity
    requirements) or common stock of the Issuer at or prior to the time of the closing of the Public Offering, provided such executed
    agreements are delivered to the Investor by December 15, 2016.
	 	 	 
	 	●	$500,000
    paid to Issuer within 5 business days after both (i) the reverse split of the Issuer’s common stock becomes effective
    and (ii) Nasdaq (or NYSE) has conditionally approved the listing of the Issuer’s common stock on The Nasdaq Capital
    Market (or NYSE-MKT) subject only to completion of the Public Offering pursuant to the Registration Statement and the Issuer’s
    common stock maintaining the minimum price requirements prior to uplisting, provided that both events have occurred by January
    15, 2017 (the “Listing Approval End Date”); provided, however, that if The Nasdaq Capital Market (or NYSE-MKT)
    states in writing that listing of the Issuer’s common stock would require a review of the Company’s audited consolidated
    financial statements as of December 31, 2016, then the Listing Approval End Date will be February 28, 2017, 
	 	 	 
	 	●	The
    Investor may pay additional Consideration to the Issuer after the first $2,500,000 in such amounts and at such dates as the
    Investor may choose, however, the Issuer has the right to reject any of those payments in excess of $2,500,000 within 24 hours
    of its receipt of rejected payments. The Issuer may not reject any of the first $2,500,000 of payments of Consideration from
    the Investor. 


 


Conditions
to Funding Each Payment


The
funding of each payment is subject to both the above and the following conditions, such that if the Issuer does not meet the conditions
set forth above and below, as determined by the Investor in its sole discretion, the Investor may elect not to make payment (regardless
of whether the failure to meet the conditions is cured or remedied). If the conditions are satisfied the Investor shall be obligated
to make the payments set forth above. The Investor may elect to make any payment at any time even if the Issuer is not eligible
for payment according to these conditions. In the event that the Investor elects not to make any payment as set forth above, Issuer’s
principal amount will be limited to the amounts paid in, plus any applicable original issue discount, interest, penalties/liquidated
damages, or fees.


 


	 	●	The
    Issuer has not withdrawn the Registration Statement.
	 	 	 
	 	●	At
    the time of each payment interval, the Issuer’s common stock must not have traded at a price per share of less than
    $0.30 at any time within the previous thirty trading days for any payment interval prior to the reverse split becoming effective
    and must not have traded at a price per share of less than $5.00 (on a split adjusted basis) at any time within the previous
    thirty trading days for any payment interval after the reverse split becomes effective.
	 	 	
	 	●	At
    the time of each payment interval, the Issuer’s common stock must be eligible for deposit in the DTC system and deliverable
    by DWAC/FAST electronic transfer.
	 		 
	 	●	At
    the time of each payment interval other than the payment of the Purchase Price at closing of the Securities Purchase Agreement,
    the Issuer must be current in its filings as a fully-reporting issuer registered with the SEC, except that the Issuer must
    file a Form 8-A with the SEC within 90 days after the Effective Date to register its common stock under the Securities Exchange
    Act of 1934. The Issuer would not be deemed current in its filings if it were to file a Notification of Late Filing that would
    otherwise extend the Issuer’s deadline for filing a report with the SEC.



 






    	 		 



    	 	 	 



    

 


	 	●	Neither
    Joseph Gunnar & Co., LLC nor the Issuer has terminated the engagement letter in which the Issuer engaged Joseph Gunnar
    & Co., LLC to conduct the public offering of the Issuer’s securities pursuant to the Registration Statement.
	 	 	 
	 	●	Neither
    Joseph Gunnar & Co., LLC nor the Issuer has suspended pursuit of or otherwise delayed or postponed the public offering
    of the Issuer’s securities pursuant to the Registration Statement.
	 	 	 
	 	●	It
    must be apparent that the Public Offering of the Issuer’s securities pursuant to the Registration Statement is on track
    to close prior to February 15, 2017 or, if the Listing Approval End Date is February 28, 2017, March 31, 2017.
	 	 	 
	 	●	There
    will be no payments after December 15, 2016, unless the Issuer has obtained fully executed agreements with holders owning
    at least $7,000,000 of the Issuer’s outstanding liabilities as of June 30, 2016 providing for those holders to convert
    their liabilities into shares of Series C Preferred Stock or common stock of the Issuer at or prior to the time of the closing
    of the Public Offering, as provided in Representations & Warranties Agreement RW-10052016-ED.
	 	 	 
	 	●	No
    event of default has occurred under this Note, regardless of whether such event of default has been cured or remedied and
    regardless of whether the Investor delivered a notice of default at the time of the event of default or at the time the Investor
    discovered the event of default.


 




    	 		 



    	 	 	 



    


 


SCHEDULE
5


 


Exempt
Issuances


 


	 	1.	Grants
    of stock or stock option awards, or the exercise of stock option awards, to employees, consultants and directors of the Company
    made pursuant to stock incentive plans approved by the Board; provided the exercise price of any such stock option award shall
    be no less than the closing price of the common stock on the trading day immediately prior to such award (“Exempt Issuances”);
    provided, however, that the number of awards that may constitute Exempt Issuances hereunder may not exceed, in the aggregate,
    2.5% to any one person (or such person’s affiliated entities) or 10.0%, in each case, of the fully diluted capital stock
    of the Company.