STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement, dated as of the day of May, 2011 (this "Agreement"), by and among Car Charging Group, Inc., a Nevada corporation (the "Company") and Platinum Partners Liquid Opportunity Master Fund, LP, (the "Purchaser"). The Company and the Purchaser are individually referred to herein as a "Party" and collectively, as the "Parties."

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, 333,333 shares of common stock, $0.001 par value per share (the "Common Stock") of the Company.

 

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree as follows:

 

1.       Sale and Purchase of Common Stock.

 

1.1 Sale and Purchase. The Company hereby sells to the Purchaser and the Purchaser hereby purchases from the Company 333,333 shares of Common Stock. The Company and the Purchaser are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration pursuant to Section 4(2) of the Securities Act.

 

1.2 Purchase Price and Closing. The purchase price for the Common Stock is Three Dollars ($3.00) per share, or an aggregate purchase price of $999,999 (the "Purchase Price"). The closing of the purchase and sale of the Common Stock (the "Closing") to be acquired by the Purchaser from the Company under this Agreement shall be at such time and on such date as the Company and the Purchaser may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Purchaser shall make the Purchase Price available to the Company in immediately available funds, and the Company shall deliver to the Purchaser a certificate (or certificates in such denominations as such Purchaser shall request) representing the Common Stock.

 

2.           Representations and Warranties of the Company. The Company hereby

 

represents and warrants to the Purchaser as of the Closing date as follows:

 

2.1 Organization and Standing: Articles and Bylaws. The Company is and will be a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada and will have all requisite corporate power and authority to carry on its business as proposed to be conducted. The Company is duly qualified to do business in each jurisdiction where the nature of its business Or its ownership or leasing of its properties makes such qualification necessary.

 

 

2.2 Corporate Power. The Company will have at the Closing, all requisite corporate power to enter into this Agreement and to sell and issue the Common Stock. This Agreement shall constitute a valid and binding obligation of the Company enforceable in accordance with its respective terms, except as the same may be limited by bankruptcy, insolvency, moratorium, and other laws of general application affecting the enforcement of creditors' rights.

 

2.3 Valid Issuance of Common Stock. The Common Stock, when issued in compliance with the provisions of this Agreement will be duly authorized, validly issued, fully paid and non-assessable, and will be free of any liens or encumbrances caused or created by the Company; provided, however, that all such shares may be subject to restrictions on transfer under state and federal securities laws as set forth herein, and as may be required by future changes in such laws.

 

2.4 No Conflict. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder in accordance with the terms hereof: (a) will not require the consent of any third party or governmental entity under any laws; (b) will not violate any laws applicable to the Company and (c) will not violate or breach any contractual obligation to which the Company is a party.

 

3.           Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company as follows.

 

3.1 Acquisition for Investment. The Purchaser is acquiring the Common Stock solely for its own account for the purpose of investment and not with a view to' or for sale in connection with distribution. The Purchaser does not have a present intention to sell the Common Stock, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of the Common Stock to or through any person or entity. The Purchaser acknowledges that it is able to bear the financial risks associated with an investment in the Common Stock and that it has been given full access to such records of the Company and the subsidiaries and to the officers of the Company and the subsidiaries and received such information as it has deemed necessary or appropriate to conduct its due diligence investigation and has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company.

 

3.2 Sophistication. The Purchaser is an accredited investor, as described in Rule 501(a) promulgated under the Securities Act and has such experience in business and financial matters that it is capable of evaluating the merits and risk of an investment in the Company.

 

3.3 Opportunities for Additional Information. The Purchaser acknowledges that such Purchaser has had the opportunity to ask questions of and receive answers from, or obtain additional information from, the executive officers of the Company concerning the financial and other affairs of the Company, and to the extent deemed necessary in light of such Purchaser's personal knowledge of the Company's affairs, such Purchaser has asked such questions and received answers to the full satisfaction of such Purchaser, and such Purchaser desires to invest in the Company.

 

       3.7          Additional Legend; Consent. Additionally, the Common Stock will bear any legend required by the "blue sky" laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended. The Purchaser consents to the Company making a notation on its records or giving instructions to any transfer agent of Common Stock in order to implement the restrictions on transfer of the Common Stock.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officer as of the date first above written.