AMENDMENT
#8


TO
THE SECURITIES PURCHASE AGREEMENT AND


TO
THE $3,725,000 PROMISSORY NOTE


 


This
Amendment #8, dated September 6, 2017 (this “Amendment”), 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 entered into a Securities Purchase Agreement Document SPA-10052016 (the “SPA”)
dated as of October 7, 2016, pursuant to which the Issuer issued to the Investor 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);


 


WHEREAS,
the Issuer and the Investor previously entered into Amendment #1 to the SPA and the Note dated March 23, 2017 extending the Maturity
Date of the Note and the date for delivery of the Origination Shares;


 


WHEREAS,
the Issuer and the Investor previously entered into Amendment #2 to the SPA and the Note dated May 15, 2017 further extending
the Maturity Date of the Note and the date for delivery of the Origination Shares;


 


WHEREAS,
the Issuer and the Investor previously entered into Amendment #3 to the SPA and the Note dated June 15, 2017 again extending the
Maturity Date of the Note and the date for delivery of the Origination Shares;


 


WHEREAS,
the Issuer and the Investor previously entered into Amendment #4 to the SPA and the Note dated July 20, 2017 again extending the
Maturity Date of the Note and the date for delivery of the Origination Shares;


 


WHEREAS,
the Issuer and the Investor previously entered into Amendment #5 to the SPA and the Note dated August 21, 2017 again extending
the Maturity Date of the Note and the date for delivery of the Origination Shares;


 


WHEREAS,
the Issuer and the Investor previously entered into Amendment #6 to the SPA and the Note dated August 28, 2017 again extending
the Maturity Date of the Note and the date for delivery of the Origination Shares; and


 


WHEREAS,
the Issuer and the Investor previously entered into Amendment #7 to the SPA and the Note dated August 29, 2017 again extending
the Maturity Date of the Note and the date for delivery of the Origination Shares.


 


NOW,
THEREFORE, the Issuer and the Investor agree as follows:


 


1.
Extension of Maturity Date. In the sentence in the Note (as previously amended) that states “The Maturity Date is the earlier
of September 6, 2017 or the third business day after the closing of the Public Offering,” the date of September 6, 2017
shall be replaced with the date of September 14, 2017.


 


2.
Extension of Origination Shares Dates. The references to the date of September 6, 2017 in Sections 1.3.1 and 1.3.2 of the SPA
(as previously amended) shall be replaced with the date of September 14, 2017.


 


3.
Conditional Waiver of Default. The Investor conditionally waives the defaults for the Issuer’s failure to meet the original
and previously amended Maturity Dates of the Note and delivery dates for the Origination Shares, but the Investor does not waive
any damages, fees, penalties, liquidated damages, or other amounts or remedies otherwise resulting from such defaults (which damages,
fees, penalties, liquidated damages, or other amounts or remedies the Investor may choose in the future to assess, apply or pursue
in its sole discretion) and the Investor’s conditional waiver is conditioned on the Issuer’s not being in default
of and not breaching any term of the Note or the SPA or any other Transaction Documents at any time subsequent to the date of
this Amendment (if the Issuer triggers an event of default or breaches any term of the Note, the SPA, or the Transaction Documents
at any time subsequent to the date of this Amendment, the Investor may issue a notice of default for the Issuer’s failure
to meet the original Maturity Date of the Note and delivery date of the Origination Shares).


 


ALL
OTHER TERMS AND CONDITIONS OF THE SPA AND THE NOTE REMAIN IN FULL FORCE AND EFFECT.


 


Please
indicate acceptance and approval of this Amendment by signing below:


 


	/s/
    Michael J. Calise	 	/s/
    Justin Keener
	Michael
    J. Calise	 	JMJ
    Financial
	Car
    Charging Group, Inc	 	Its
    Principal
	Chief
    Executive Officer	 	 


 


[Amendment
#8 Signature Page]