AMENDMENT
#1 TO LOCKUP, CONVERSION, AND ADDITIONAL INVESTMENT AGREEMENT


Addendum
to the Transaction Documents Dated October 7, 2016


 


This
Amendment #1 to the Lockup, Conversion, and Additional Investment Agreement, dated November 29, 2017 (this “Amendment”),
is by and between Blink Charging Co. (f/k/a 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 2016, pursuant to which the Issuer issued to the Investor a 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 entered into a Lockup, Conversion, and Additional Investment Agreement, dated October 23, 2017 (the
"October 2017 Addendum"), pursuant to which: (i) the Investor agreed to enter into a lock-up effective upon closing
of the Public Offering; (ii) the Investor paid the Issuer the remaining $949,900 of Consideration under the Note; and (iii) the
Issuer and the Investor agreed that the Issuer would have two options for settling the Note and exchanging the Warrants for shares
of common stock of the Issuer; and


 


WHEREAS,
the Issuer and the Investor wish to amend certain terms of the October 2017 Addendum.


 


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


 


1.The first paragraph of Section 2 of the October 2017 Addendum shall be deleted in its entirety and replaced with the following:


 


2.
Options Upon Closing of the Public Offering. Provided that (i) the Issuer closes on the Public Offering by December 31,
2017, and (ii) no additional event of default or breach of the Transaction Documents occurs between the date of this Agreement
and the close of the Public Offering, the Issuer shall have the following two options for settling the Note, securing a lockup
agreement from the Investor, and exchanging the Warrants for shares of common stock. For the avoidance of doubt, the option chosen
shall be at the sole discretion of the Issuer and shall be made by 6 PM ET on the day the pricing of the Public Offering occurs.
Any cash payments shall be made and all shares shall be issued within three (3) business days of the closing of the Public Offering.


 


2.
Section 2(A)(iii) of the October 2017 Addendum shall be deleted in its entirety and replaced with the following:


 


iii.
Warrants. All of the Warrants shall be exchanged for shares of common stock of the Issuer equal to $3.5 million (the total of
the "Aggregate Exercise Amount" listed on the face of the Warrants) ("Warrant Shares").


 


3.
Section 2(B)(iii) of the October 2017 Addendum shall be deleted in its entirety and replaced with the following:


 


iii.
Warrants. All of the Warrants shall be exchanged for shares of common stock of the Issuer equal to $3.5 million (the total of
the "Aggregate Exercise Amount" listed on the face of the Warrants) ("Warrant Shares").


 




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4.
Section 5 of the October 2017 Addendum shall be deleted in its entirety and replaced with the following:


 


5.
Extension of Maturity Date. In the sentence in the Note (as previously amended) that commences with “The Maturity
Date is the earlier of ..." shall be amended and replaced in its entirety with the following:


 


"The
Maturity Date is the earlier of (a) December 31, 2017, (b) the third business day after the closing of the Public Offering, (c)
in the event that it becomes apparent that the Public Offering has failed, three business days from the date on which it becomes
apparent that the Public Offering has failed, or (d) in the event that either the Issuer or its investment bank terminate their
engagement letter, or if either party otherwise suspends pursuit of the Public Offering, three business days from that respective
date."


 


5.
Section 6 of the October 2017 Addendum shall be deleted in its entirety and replaced with the following:


 


6.
Extension of Origination Shares Dates. The references to the date of September 21, 2017 in Sections 1.3.1 and 1.3.2 of
the SPA (as previously amended) shall be replaced with the date of December 31, 2017.


 


6.
Section 7 of the October 2017 Addendum shall be deleted in its entirety and replaced with the following:


 


7.
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). For the sake of clarity, if (i) the Issuer closes on the Public
Offering by December 31, 2017, (ii) no additional event of default or breach of the Transaction Documents (as previously amended),
the October 2017 Addendum, or this Amendment occurs between the date of this Amendment and the close of the Public Offering, (iii)
the Issuer chooses Repayment and Conversion Option A or Repayment and Conversion Option B within the timeframe set forth in Section
2 of the October 2017 Addendum (as amended by this Amendment), and (iv) the Issuer fully complies with, and fully performs all
of its obligations under, the Repayment and Conversion Option selected by the Issuer within the timeframe set forth in Section
2 of the October 2017 Addendum (as amended by this Amendment), then, upon the Issuer's full compliance with, and full performance
of its obligations under, the Repayment and Conversion Option selected by the Issuer, the Investor will, at that time, unconditionally
and irrevocably waive any damages, fees, penalties, liquidated damages, or other amounts or remedies against the Issuer for any
and all events of defaults or breaches by the Issuer of any term of any of the Transaction Documents that may have occurred prior
to the closing of the Public Offering.


 


7.
All Other Terms Remain in Full Force and Effect. All other terms and conditions of the October 2017 Addendum and the Transaction
Documents, including all Warrants and all amendments to such Transaction Documents, remain in full force and effect. The terms
of this Amendment and the October 2017 Addendum do not terminate or relieve the Issuer of its obligation to perform or forbear
from performing under any term of the Transaction Documents that is meant to survive after the closing of the Public Offering
or that does not expressly provide for its termination upon closing of the Public Offering.


 


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


 


	 	 	 
	Michael
    J. Calise	 	JMJ
    Financial
	Blink
    Charging Co. (f/k/a Car Charging Group, Inc.)	 	Its
    Principal
	Chief
    Executive Officer	 	 


 


[Amendment
#1 to Lockup, Conversion, and Additional Investment Agreement Signature Page]


 




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