NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


Right
to Purchase 1,000,000 shares of Common Stock of Car Charging Group, Inc. (subject to adjustment as provided herein)


 


CLASS
A COMMON STOCK PURCHASE WARRANT


 


 


	No.
    FG -003	Issue
    Date: July 27 2016


 


CAR
CHARGING GROUP, INC., a corporation organized under the laws of the State of Nevada (the “Company”), hereby certifies
that, for value received, The Farkas Group Inc. or its assigns (the “Holder”), is entitled, subject to the terms set
forth below, to purchase from the Company at any time after the Issue Date until 5:00 p.m., E.S.T. on the five (5) year anniversary
of the Issue Date (the “Expiration Date”), up to 1,000,000 fully paid and nonassessable shares of Common Stock at
a per share purchase price of $0.70. The aforedescribed purchase price per share, as adjusted from time to time as herein provided,
is referred to herein as the “Purchase Price.” The number and character of such shares of Common Stock and the Purchase
Price are subject to adjustment as provided herein. The Company may reduce the Purchase Price for some or all of the Warrants,
temporarily or permanently, provided such reduction is made as to all outstanding Warrants for all Holders of such Warrants.


 


As
used herein the following terms, unless the context otherwise requires, have the following respective meanings:


 


(a)
The term “Company” shall mean Car Charging Group, Inc., a Nevada corporation, and any corporation which shall succeed
or assume the obligations of Car Charging Group, Inc. hereunder.


 


(b)
The term “Common Stock” includes (i) the Company’s Common Stock, $0.001 par value per share, as authorized on
the date hereof, and (ii) any other securities into which or for which any of the securities described herein (i) may be converted
or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.


 


(c)
The term “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company or any
other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or
shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 herein or otherwise.


 


(d)
The term “Warrant Shares” shall mean the Common Stock issuable upon exercise of this Warrant.


 


1.
Exercise of Warrant.


 


1.1.
Number of Shares Issuable upon Exercise. From and after the Issue Date through and including the Expiration Date, the Holder
hereof shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of subsection 1.2 or
upon exercise of this Warrant in part in accordance with subsection 1.3, shares of Common Stock of the Company, subject to adjustment
pursuant to Section 4.


 




    	 



    	 		 



    

 


1.2.
Full Exercise. This Warrant may be exercised in full by the Holder hereof by delivery of an original or facsimile copy
of the form of subscription attached as Exhibit A hereto (the “Subscription Form”) duly executed by such Holder
and delivery within two days thereafter of payment, in cash, wire transfer or by certified or official bank check payable to the
order of the Company, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then
exercisable by the Purchase Price then in effect. The original Warrant is not required to be surrendered to the Company until
it has been fully exercised.


 


1.3.
Partial Exercise. This Warrant may be exercised in part (but not for a fractional share) by delivery of a Subscription
Form in the manner and at the place provided in subsection 1.2 except that the amount payable by the Holder on such partial exercise
shall be the amount obtained by multiplying (a) the number of whole shares of Common Stock designated by the Holder in the Subscription
Form by (b) the Purchase Price then in effect. On any such partial exercise provided the Holder has surrendered the original Warrant,
the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant of like
tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request,
the whole number of shares of Common Stock for which such Warrant may still be exercised.


 


1.4.
Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the “Determination Date”)
shall mean:


 


(a)
If the Company’s Common Stock is traded on an exchange or is quoted on the NASDAQ Global Market, NASDAQ Global Select Market,
the NASDAQ Capital Market, the New York Stock Exchange or the American Stock Exchange, LLC, then the average of the closing sale
prices of the Common Stock for the five (5) Trading Days immediately prior to (but not including) the Determination Date;


 


(b)
If the Company’s Common Stock is not traded on an exchange or on the NASDAQ Global Market, NASDAQ Global Select Market,
the NASDAQ Capital Market, the New York Stock Exchange or the American Stock Exchange, Inc., but is traded on the OTC Bulletin
Board or in the over-the- counter market or Pink Sheets, then the average of the closing bid and ask prices reported for the five
(5) Trading Days immediately prior to (but not including) the Determination Date;


 


(c)
Except as provided in clause (d) below and Section 3.1, if the Company’s Common Stock is not publicly traded, then as the
Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing
of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education
and training to pass on the matter to be decided; or


 


(d)
If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company’s charter, then all amounts to be payable per share to holders of the Common Stock
pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per
share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of
the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.


 


1.5.
Company Acknowledgment. The Company will, at the time of the exercise of the Warrant, upon the request of the Holder hereof,
acknowledge in writing its continuing obligation to afford to such Holder any rights to which such Holder shall continue to be
entitled after such exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford to such Holder any such rights.


 




    	Page 2 of 7



    	 		 



    

 


 


1.6.
Delivery of Stock Certificates, etc. on Exercise. The Company agrees that, provided the full purchase price listed in the
Subscription Form is received as specified in Sections 1.2, 1.3 or 2, the shares of Common Stock purchased upon exercise of this
Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the
date on which delivery of a Subscription Form shall have occurred and payment made for such shares as aforesaid. As soon as practicable
after the exercise of this Warrant in full or in part, and in any event within three (3) business days thereafter (“Warrant
Share Delivery Date”), the Company at its expense (including the payment by it of any applicable issue taxes) will cause
to be issued in the name of and delivered to the Holder hereof, or as such Holder (upon payment by such Holder of any applicable
transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly
and validly issued, fully paid and non-assessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled
on such exercise, plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash equal to such fraction
multiplied by the then Fair Market Value of one full share of Common Stock, together with any other stock or other securities
and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise.


 


1.7
Registration Rights. The Company shall grant to the Holder or its assignees, for any shares of Common Stock issued pursuant
to this Warrant, piggyback registration rights, on Form S-3, Form SB-2, S-1 or such other form as may be applicable pursuant to
the Securities Act of 1933 as amended in accordance with the terms set forth below. Except as provided herein, the Company shall
pay all expenses in connection with all registration of shares of the Common Stock. Notwithstanding the foregoing, each of the
Company and the Holder shall be responsible for its own internal administrative and similar costs, which shall not constitute
registration expenses.


 


2.
Cashless Exercise.


 


Subject
to the provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater that the Purchase Price
(at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the holder may elect to receive
shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelled) by delivery of a properly
endorsed Subscription Form delivered to the Company by any means described in Section 12, in which event the Company shall issue
to the holder a number of shares of Common Stock computed using the following formula:


 


	X=	Y
                                         (A-B) 
	 	     A



 


Where
X = the number of shares of Common Stock to be issued to the holder


 


Y=
the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the
portion of the Warrant being exercised (at the date of such calculation)


 


A=
Fair Market Value


 


B=
Purchase Price (as adjusted to the date of such calculation)


 


3.
Continuation of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer)
referred to in this Section 3, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to
the Other Securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation
or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the
issuer of any Other Securities, including, in the case of any such transfer, the person acquiring all or substantially all of
the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as
provided in Section 4.


 


4.
Intentionally Omitted.


 




    	Page 3 of 7



    	 		 



    




 


5.
Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities)
issuable on the exercise of the Warrants, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate
designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including
a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other
Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities)
outstanding or deemed to be outstanding, and (c) the Purchase Price and the number of shares of Common Stock to be received upon
exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided
in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Warrant and any Warrant
Agent of the Company (appointed pursuant to Section 10 hereof).


 


6.
Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial Statements. The Company will at all times reserve
and keep available, solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities)
from time to time issuable on the exercise of the Warrant.


 


7.
Assignment; Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced
hereby, may be transferred by any registered holder hereof (a “Transferor”). On the surrender for exchange of this
Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement
Form”) and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant
will be in compliance with applicable securities laws, the Company will issue and deliver to or on the order of the Transferor
thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor
Endorsement Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares
of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.


 


8.
Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity
agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender
and cancellation of this Warrant, the Company at its expense, twice only, will execute and deliver, in lieu thereof, a new Warrant
of like tenor.


 


9.
Warrant Agent. The Company may, by written notice to the Holder of the Warrant, appoint an agent (a “Warrant Agent”)
for the purpose of issuing Common Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 1, exchanging
this Warrant pursuant to Section 7, and replacing this Warrant pursuant to Section 8, or any of the foregoing, and thereafter
any such issuance, exchange or replacement, as the case may be, shall be made at such office by such Warrant Agent.


 


10.
Transfer on the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat
the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


 


11. Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or
certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address
as such party shall have specified most recently by written notice. Any notice or other communication required or permitted
to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation
generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day
during normal business hours where such notice is to be received), or the first business day following such delivery (if
delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:


 




    	Page 4 of 7



    	 		 



    

 


If
to the Company, to:


 


Car
Charging Group, Inc.





1691
Michigan Avenue, Suite 601, Miami Beach, Florida 33139





Facsimile:
(305) 521-0201


 


If to the Holder:


 


The
Farkas Group, Inc.


 _____________________________________________ 








Facsimile: _____________________________________________


 


13.
Law Governing This Warrant. This Warrant shall be governed by and construed in accordance with the laws of the State of
Florida without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the
transactions contemplated by this Warrant shall be brought only in the state courts of Florida or in the federal courts located
in the state and county of Florida. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue
of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum
non conveniens. THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS WARRANT, ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED IN CONNECTION HEREWITH
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its
reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in
connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of
law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability
of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process
being served in any suit, action or proceeding in connection with this Warrant by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 


IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above.


 


	 	 	CAR CHARGING GROUP, INC
	 	By:	 
	 	 	Mike Calise, Chief Executive Officer


 




    	Page 5 of 7



    	 		 



    

 


Exhibit
A


 


FORM
OF SUBSCRIPTION


 


(to
be signed only on exercise of Warrant) TO: CAR CHARGING GROUP, INC.


 


The
undersigned, pursuant to the provisions set forth in the attached Warrant (No._____ ), hereby irrevocably elects to purchase
(check applicable box):


 


___
________ shares of the Common Stock covered by such Warrant; or


 


____
 the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth
in Section 2.


 


The
undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant,
which is $____________ Such payment takes the form of (check applicable box):


 


____
 $________ in lawful money of the United States; and/or


 


_____
 the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common
Stock (using a Fair Market Value of $ per share for purposes of this calculation); and/or


 


_
the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section
2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless
exercise procedure set forth in Section 2.


 


The
undersigned requests that the certificates for such shares be issued in the name of, and delivered to________________________________________________________________
whose address is _______________________________________________________________________________________________


_____________________________________________________________________
.. 
 


The
undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the
within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities
Act”), or pursuant to an exemption from registration under the Securities Act.


 





	Dated:________________	 	 
	 	 	(Signature
    must conform to name of holder as specified on the face of the Warrant)
	 	 	 
	 	 	 
	 	 	 
	 	 	(Address)


 




    	 



    	 		 



    

 


Exhibit
B


 


FORM
OF TRANSFEROR ENDORSEMENT


 


(To
be signed only on transfer of Warrant)


 


For
value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees”
the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of CAR CHARGING GROUP,
INC., to which the within Warrant relates specified under the headings “Percentage Transferred” and “Number
Transferred,” respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its
respective right on the books of CAR CHARGING GROUP, INC. with full power of substitution in the premises.


 


	Transferees	 	Percentage
    Transferred	 	Number
    Transferred
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	Dated: ______________’
    _________	 	 
	 	 	(Signature must conform to name of holder as
    specified on the face of the warrant)
	 	 	 
	Signed in the presence of:	 	 
	 	 	 
	(Name)	 	 
	 	 	(address)
	 	 	 
	 	 	 
	ACCEPTED AND AGREED:	 	 
	[TRANSFEREE]	 	 
	 	 	(address)
	 	 	 
	 	 	 
	(Name)