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 (TI) 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 _____ shares of Common Stock of Car Charging Group, Inc. (subject to adjustment
                                         as provided herein)



 


COMMON
STOCK PURCHASE WARRANT


 


Issue
Date: July [●], 2017


 


CAR
CHARGING GROUP, INC., a corporation organized under the laws of the State of Nevada (the “Company”), hereby certifies
that, for value received, MICHAEL CALISE or his 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 fifth anniversary of the Issue Date, (the “Expiration Date”), up to _______ fully paid and non-assessable
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.


 


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.


 


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.
Reorganization, Consolidation, Merger, etc. If, at any time while this Warrant is outstanding, (a) the Company effects
any merger or consolidation of the Company with or into another entity, (b) the Company effects any sale of all or substantially
all of its assets in one or a series of related transactions, (b) any tender offer or exchange offer (whether by the Company or
another entity) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other
securities, cash or property, (d) the Company consummates a stock purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, or spin-off) with one or more persons or entities
whereby such other persons or entities acquire more than the 50% of the outstanding shares of Common Stock (not including
any shares of Common Stock held by such other persons or entities making or party to, or associated or affiliated with the other
persons or entities making or party to, such stock purchase agreement or other business combination), (e) any
“person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934
Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3
under the 1934 Act), directly or indirectly,
of 50% of the aggregate Common Stock of the Company, or (f) the Company effects any reclassification of the Common Stock
or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
cash or property (in any such case, a “Fundamental Transaction”) 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 of 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 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 this Section 3.


 


4.
Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common
Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock or
(c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase
Price by a fraction, the numerator of which shall be the number f shares of Common Stock outstanding immediately prior to such
event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and
the product so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted shall be readjusted
in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares
of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof, be entitled to receive shall be adjusted
to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise (but
for the provisions of this Section 4) be in effect, and (b) the denominator is the Purchase Price in effect on the date of such
exercise.


 


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 reasonable satisfactory to the Company that the transfer of this Warrant
will be in compliance with applicable securities law, 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, the 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 reasonable 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.
Maximum Exercise. The Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that
number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially
owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise
of this Warrant with respect to which the determination of this limitation is being made on an exercise date, which would result
in beneficial ownership by the Holder and its affiliates of more than 4.99% of the
outstanding shares of Common Stock on such date. For the pw-poses of the immediately preceding sentence, beneficial ownership
shall be determined in accordance with Section 13(c-l) of the 1934 Act and Rule 13d-3
therem1der. Subject to the foregoing, the Holder shall not be limited to aggregate exercises which would result in the issuance
of more than 4.99%. The restriction described in this paragraph may be waived, in whole or in part, upon sixty-one
(61) days prior notice from the Holder to the Company to increase such percentage to up to 9.99%, but not
ill excess of 9.99%. The Holder may decide whether to convert a Convertible Note or exercise this Warrant to achieve an
actual 4.99% or up to 9.99% ownership position as described above, but not in excess
of 9.99%.


 


10.
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.


 


11.
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.


 


12.
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, address 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 transmitted facsimile machine,
at the address or number designated below (if delivered on a business day during normal business house 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, cully prepaid, address to such address or upon actual receipt of such mailing, whichever shall first occur. The addresses
for such communications shall be:


 




    	 



    	 		 



    

 


If
to Borrower, to:


Car
Charging Group, Inc.


3824
West 29 Court, Hollywood, Florida 33020


Facsimile:
[●]


 


With
a copy to (which copy shall not constitute notice):


Lucosky
Brookman, LLP


Attn:
Steven Lipstein


101
Wood Avenue South, Fifth Floor, Woodbridge, NJ 08830


Facsimile:
(732) 395-4401


 


If
to the Holder:


Michael
J. Calise


[●]


 


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 CONECTION 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 notice 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:	 
	 	 	Michael
    D. Farkas, Executive Chairman


 




    	 



    	 		 



    

 


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)
	 	 	 
	ACCEFTED AND AGREED:	 	 
	[TRANSFEREE]	 	 
	 	 	(address)
	 	 	 
		 	 
	(Name)