REPRESENTATIONS
AND WARRANTIES AGREEMENT


REGARDING
EXISTING DEBT


DOCUMENT
RW-10052016-ED


 


This
Representations & Warranties Agreement, dated October 7, 2016 (this “Agreement”), is by and between Car Charging
Group, Inc., a Nevada corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred
to collectively herein as the “Parties”)


 


WHEREAS,
the Issuer and the Investor are entering into a Securities Purchase Agreement Document SPA-10052016 (the “SPA”)
dated as of October 7, 2016, pursuant to which the Issuer will issue to the Investor, and the Investor will purchase from the
Issuer, a $3,725,000 Promissory Note (the “Note”), a Warrant, and Origination Shares. All capitalized terms not otherwise
defined herein shall have the meanings given such terms in the SPA.


 


NOW,
THEREFORE, as an inducement to the Investor agreeing to pay the Issuer the Purchase Price on the Effective Date of the SPA, the
Issuer agrees, represents, and warrants to the Investor as follows:


 


1.       The
Issuer shall obtain by December 15, 2016 fully executed agreements with holders owning at least $7,000,000 of the outstanding
liabilities as reflected on the Issuer’s balance sheet 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 (the “Converted Liabilities”).


 


2.       The
Issuer’s 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.


 


3.       The
Issuer shall obtain by December 15, 2016 fully executed agreements with all holders of the Issuer’s Variable Securities
either (i) providing for those holders to convert their Variable Securities into shares of common stock of the Issuer at the time
of the closing of the Public Offering (the “Variable Liabilities”) or (ii) causing the Variable Securities, if any,
to be amended, such that following such amendment the securities at issue are no longer Variable Securities; provided, however,
that for the avoidance of doubt, any such amendment shall be deemed an issuance of a Common Stock Equivalent for purposes of the
Note, the SPA and the Warrant.. 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 or exercise price that varies with the
market price of the common stock, even if such security only becomes convertible or exercisable 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, security, 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.       Effective
upon the Issuer’s converting the Converted Liabilities and the Variable Liabilities, the Issuer will have no outstanding
Variable Security other than securities issued to the Investor.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of this 7th day of October, 2016.


 






	 	ISSUER:
	 	 	 
	 	Car Charging
    Group, Inc.
	 	 	 
	 	By:	 
	 	 	Michael J. Calise
	 	 	Chief Executive Officer




 


	 	INVESTOR:
	 	 
	 	 
	 	JMJ Financial / Its
    Principal