Car Charging Group, Inc. (Form: 8-K, Received: 12/11/2009 17:19:03)

SHARE EXCHANGE AGREEMENT

SHARE EXCHANGE AGREEMENT , dated as of November December 7, 2009 (this “ Agreement ”) by and among Car Charging Inc., a Delaware corporation (“ Car Charging ”), the stockholders of Car Charging set forth on Schedule I hereto (the “ Car Charging Shareholders ”), New Image Concepts, Inc., a Nevada corporation (“ New Image ”), and a majority of the stockholders of New Image set forth on Schedule II hereto (the “ New Image Controlling Stockholders ”).

WHEREAS , the Car Charging Shareholders own 100% of the issued and outstanding ordinary shares of Car Charging (such shares being hereinafter referred to as the “Car Charging Shares”) ; and

WHEREAS , (i) the Car Charging Shareholders and Car Charging believe it is in their respective best interests for the Car Charging Shareholders to exchange 1,000 Car Charging Shares for fifty million (50,000,000) newly-issued shares as set forth on Schedule III hereto of common stock, $0.001 par value per share, of New Image (the “ Common Stock ”), which, at the time of this Agreement, shall constitute 66.8% of the issued and outstanding shares of New Image Common Stock immediately after the closing of the transactions contemplated herein and ten million (10,000,000) newly-issued shares as set forth on Schedule IV hereto of New Image’s preferred stock, par value $0.001 (the “ Series A Preferred Stock ”), representing 100% of the issued and outstanding Series A Preferred Stock of New Image (and together with the Common Stock, the “ New Image Shares ”) , and (ii) New Image believes it is in its best interest and the best interest of its stockholders to acquire the Car Charging Shares in exchange for the New Image Shares, all upon the terms and subject to the conditions set forth in this Agreement (the “ Share Exchange ”); and

WHEREAS, it is the intention of the parties that: (i) the Share Exchange shall qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “ Code ”); and (ii) the Share Exchange shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended and in effect on the date of this Agreement (the “ Securities Act ”); and

NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein, the parties hereto agree as follows:

ARTICLE I

EXCHANGE OF CAR CHARGING SHARES FOR NEW IMAGE SHARES

Section 1.1 Agreement to Exchange Car Charging Shares for New Image Shares . On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, the Car Charging Shareholders shall assign, transfer, convey and deliver the Car Charging Shares to New Image. In consideration and exchange for the Car Charging Shares, New Image shall issue, transfer, convey and deliver the New Image Shares to the Car Charging Shareholders.

Section 1.2 Closing and Actions at Closing . The closing of the Share Exchange (the “ Closing ”) shall take place remotely via the exchange of documents and signatures at 10:00 a.m. E.D.T. on the day the conditions to closing set forth in Articles V and VI herein have been satisfied or waived, or at such other time and date as the parties hereto shall agree in writing (the “ Closing Date ”).

Section 1.3 Directors of New Image at Closing Date . On the Closing Date, Belen Flores, the current director of New Image, shall resign from the Board of Directors of New Image (the “ New Image Board ”) and Andy Kinard’s, Richard Adeline’s and Michael Bernstein’s appointment to the New Image Board shall become effective.

Section 1.4 Officers of New Image at Closing Date . On the Closing Date, Belen Flores shall resign from each officer position held at New Image and immediately thereafter, the New Image Board shall appoint Andy Kinard to serve as President and Richard Adeline to serve as Chief Financial Officer and Treasurer.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF NEW IMAGE

New Image represents, warrants and agrees that all of the statements in the following subsections of this Article II are true and complete as of the date hereof.

Section 2.1 Corporate Organization

a. New Image is a corporation duly organized, validly existing and in good standing under the laws of Nevada, and has all requisite corporate power and authority to own its properties and assets and governmental licenses, authorizations, consents and approvals to conduct its business as now conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its activities makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a Material Adverse Effect on the activities, business, operations, properties, assets, condition or results of operation of New Image. “ Material Adverse Effect ” means, when used with respect to New Image, any event, occurrence, fact, condition, change or effect, which, individually or in the aggregate, would reasonably be expected to be materially adverse to the business, operations, properties, assets, condition (financial or otherwise), or operating results of New Image, or materially impair the ability of New Image to perform its obligations under this Agreement, excluding any change, effect or circumstance resulting from (i) the announcement, pendency or consummation of the transactions contemplated by this Agreement, or (ii) changes in the United States securities markets generally.

b. Copies of the certificate of incorporation and by-laws of New Image with all amendments thereto, as of the date hereof (the “New Image Charter Documents ”), have been furnished to the Car Charging Shareholders and to Car Charging, and such copies are accurate and complete as of the date hereof. The minute books of New Image are current as required by law, contain the minutes of all meetings of the New Image Board and stockholders of New Image from its date of incorporation to the date of this Agreement, and adequately reflect all material actions taken by the New Image Board and stockholders of New Image. New Image is not in violation of any of the provisions of the New Image Charter Documents.

Section 2.2 Capitalization of New Image .

a. The authorized capital stock of New Image consists of 500,000,000 shares which are authorized as Common Stock, of which 296,957,529 post split shares are issued and outstanding, immediately prior to this Share Exchange. We are not authorized to issue shares of preferred stock.

b. All of the issued and outstanding shares of Common Stock of New Image immediately prior to this Share Exchange are, and all shares of Common Stock of New Image when issued in accordance with the terms hereof will be, duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance with all applicable U.S. federal and state securities laws and state corporate laws, and have been issued free of preemptive rights of any security holder. Except with respect to securities to be issued in connection with the Private Placement and to the Car Charging Shareholders pursuant to the terms hereof, as of the date of this Agreement there are no outstanding or authorized options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire or receive any shares of New Image’s capital stock, nor are there or will there be any outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights, pre-emptive rights or rights of first refusal with respect to New Image or any Common Stock, or any voting trusts, proxies or other agreements, understandings or restrictions with respect to the voting of New Image’s capital stock. There are no registration or anti-dilution rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreement or understanding to which New Image is a party or by which it is bound with respect to any equity security of any class of New Image. New Image is not a party to, and it has no knowledge of, any agreement restricting the transfer of any shares of the capital stock of New Image. The issuance of all of the shares of New Image described in this Section 2.2 have been, or will be, as applicable, in compliance with U.S. federal and state securities laws and state corporate laws and no stockholder of New Image has any right to rescind or bring any other claim against New Image for failure to comply with the Securities Act of 1933, as amended (the “Securities Act”), or state securities laws.

c. There are no outstanding contractual obligations (contingent or otherwise) of New Image to retire, repurchase, redeem or otherwise acquire any outstanding shares of capital stock of, or other ownership interests in, New Image or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any other person.

Section 2.3 Subsidiaries and Equity Investments . New Image does not directly or indirectly own any capital stock or other securities of, or any beneficial ownership interest in, or hold any equity or similar interest, or have any investment in any corporation, limited liability company, partnership, limited partnership, joint venture or other company, person or other entity.

Section 2.4 Authorization, Validity and Enforceability of Agreements . New Image has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by New Image and the consummation by New Image of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of New Image, and no other corporate proceedings on the part of New Image are necessary to authorize this Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the valid and legally binding obligation of New Image and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally. New Image does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any government or governmental agency or other person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Exchange Act resulting from the issuance of the New Image Shares or securities in connection with the Private Placement.

Section 2.5 No Conflict or Violation . Neither the execution and delivery of this Agreement by New Image, nor the consummation by New Image of the transactions contemplated hereby will: (i) contravene, conflict with, or violate any provision of the New Image Charter Documents; (ii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, court, administrative panel or other tribunal to which New Image is subject, (iii) conflict with, result in a breach of, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which New Image is a party or by which it is bound, or to which any of its assets or properties are subject; or (iv) result in or require the creation or imposition of any encumbrance of any nature upon or with respect to any of New Image’s assets, including without limitation the New Image Shares.

Section 2.6 Agreements . Except as disclosed on Schedule 2.6, New Image is not a party to or bound by any contracts, including, but not limited to, any:

a. employment, advisory or consulting contract;

b. plan providing for employee benefits of any nature, including any severance payments;

c. lease with respect to any property or equipment;

d. contract, agreement, understanding or commitment for any future expenditure in excess of $5,000 in the aggregate;

e. contract or commitment pursuant to which it has assumed, guaranteed, endorsed, or otherwise become liable for any obligation of any other person, entity or organization; or

f. agreement with any person relating to the dividend, purchase or sale of securities, that has not been settled by the delivery or payment of securities when due, and which remains unsettled upon the date of this Agreement, except with respect to the New Image Shares or the securities to be issued pursuant to the Securities Purchase Agreement.

New Image has provided to Car Charging and the Car Charging Shareholders, prior to the date of this Agreement, true, correct and complete copies of each contract (whether written or oral), including each amendment, supplement and modification thereto (the “ New Image Contracts ”). The Company shall satisfy all liabilities due under the New Image Contracts as of the date of Closing. All such liabilities shall be satisfied or released at or prior to Closing. Any amounts accrued post-Closing shall be the sole responsibility of Car Charging.

Section 2.7 Litigation . There is no action, suit, proceeding or investigation (“ Action ”) pending or, to the knowledge of New Image, currently threatened against New Image or any of its affiliates, that may affect the validity of this Agreement or the right of New Image to enter into this Agreement or to consummate the transactions contemplated hereby or thereby. There is no Action pending or, to the knowledge of New Image, currently threatened against New Image or any of its affiliates, before any

court or by or before any governmental body or any arbitration board or tribunal, nor is there any judgment, decree, injunction or order of any court, governmental department, commission, agency, instrumentality or arbitrator against New Image or any of its affiliates. Neither New Image nor any of its affiliates is a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no Action by New Image or any of its affiliates relating to New Image currently pending or which New Image or any of its affiliates intends to initiate.

Section 2.8 Compliance with Laws. New Image has been and is in compliance with, and has not received any notice of any violation of any, applicable law, order, ordinance, regulation or rule of any kind whatsoever, including without limitation the Securities Act, the Exchange Act, the applicable rules and regulations of the SEC or the applicable securities laws and rules and regulations of any state.

Section 2.9 Financial Statements; SEC Filings .

a. New Image’s financial statements (the “ Financial Statements ”) contained in its periodic reports filed with the SEC have been prepared in accordance with generally accepted accounting principles applicable in the United States of America ( “U.S. GAAP” ) applied on a consistent basis throughout the periods indicated, except that those Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Financial Statements fairly present the financial condition and operating results of New Image as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. New Image has no material liabilities (contingent or otherwise). New Image is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. New Image maintains a standard system of accounting established and administered in accordance with U.S. GAAP.

b. New Image has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act (the “ Public Reports ”). Each of the Public Reports has complied in all material respects with the applicable provisions of the Securities Act, the Exchange Act, and the Sarbanes/Oxley Act of 2002 (the “ Sarbanes/Oxley Act ”) and/or regulations promulgated thereunder. None of the Public Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of New Image in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of New Image’s Common Stock, it being acknowledged that none of New Image’s securities are approved or listed for trading on any exchange or quotation system.

Section 2.10 Books, Financial Records and Internal Controls . All the accounts, books, registers, ledgers, New Image Board minutes and financial and other records of whatsoever kind of New Image have been fully, properly and accurately kept and completed; there are no material inaccuracies or discrepancies of any kind contained or reflected therein; and they give and reflect a true and fair view of the financial, contractual and legal position of New Image. New Image maintains a system of internal accounting controls sufficient, in the judgment of New Image, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken with respect to any differences.

Section 2.11 Employee Benefit Plans . New Image does not have any “Employee Benefit Plan” as defined in the U.S. Employee Retirement Income Security Act of 1974 or similar plans under any applicable laws.

Section 2.12 Tax Returns, Payments and Elections . New Image has filed all Tax (as defined below) returns, statements, reports, declarations and other forms and documents (including, without limitation, estimated tax returns and reports and material information returns and reports) (“ Tax Returns ”) required pursuant to applicable law to be filed with any Tax Authority (as defined below). All such Tax Returns are accurate, complete and correct in all material respects, and New Image has timely paid all Taxes due and adequate provisions have been and are reflected in New Image’s Financial Statements for all current taxes and other charges to which New Image is subject and which are not currently due and payable. None of New Image’s federal income tax returns have been audited by the Internal Revenue Service. New Image has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) of any nature whatsoever, whether pending or threatened against the New Image for any period, nor of any basis for any such assessment, adjustment or contingency. New Image has withheld or collected from each payment made to each of its employees, if applicable, the amount of all Taxes (including, but not limited to, United States income taxes and other foreign taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax Authority. For purposes of this Agreement, the following terms have the following meanings: “ Tax ” (and, with correlative meaning, “Taxes” and “Taxable”) means any and all taxes including, without limitation, (x) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, value added, net worth, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount imposed by any United States, local or foreign governmental authority or regulatory body responsible for the imposition of any such tax (domestic or foreign) (a “ Tax Authority ”), (y) any liability for the payment of any amounts of the type described in (x) as a result of being a member of an affiliated, consolidated, combined or unitary group for any taxable period or as the result of being a transferee or successor thereof, and (z) any liability for the payment of any amounts of the type described in (x) or (y) as a result of any express or implied obligation to indemnify any other person.

Section 2.13 No Debt Obligations . Upon the Closing Date, New Image will have no debt, obligations or liabilities of any kind whatsoever other than with respect to the transactions contemplated hereby. New Image is not a guarantor of any indebtedness of any other person, entity or corporation.

Section 2.14 No Broker Fees . No brokers, finders or financial advisory fees or commissions will be payable by or to New Image or any of their affiliates with respect to the transactions contemplated by this Agreement.

Section 2.15 No Disagreements with Accountants and Lawyers . There are no disagreements of any kind presently existing, or anticipated by New Image to arise, between New Image and any accountants and/or lawyers formerly or presently engaged by New Image. New Image is current with respect to fees owed to its accountants and lawyers.

Section 2.16 Disclosure . This Agreement and any certificate attached hereto or delivered in accordance with the terms hereby by or on behalf of New Image in connection with the transactions contemplated by this Agreement do not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or therein not misleading.

Section 2.17 Absence of Undisclosed Liabilities . Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended June 30, 2009, except as specifically disclosed in the Public Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) New Image has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) New Image has not declared or made any dividend or distribution of cash or property to its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) New Image has not made any loan, advance or capital contribution to or investment in any person or entity; (E) New Image has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) New Image has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, New Image has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.

Section 2.18 No Integrated Offering. New Image does not have any registration statement pending before the Commission or currently under the Commission’s review and since the Closing Date, except as contemplated under this Agreement, New Image has not offered or sold any of its equity securities or debt securities convertible into shares of Common Stock.

Section 2.19 Employees .

a. New Image has no employees.

b. Other than Belen Flores, New Image does not have any officers or directors. No director or officer of New Image is a party to, or is otherwise bound by, any contract (including any confidentiality, non-competition or proprietary rights agreement) with any other person that in any way adversely affects or will materially affect (a) the performance of his duties as a director or officer of New Image or (b) the ability of New Image to conduct its business.

Section 2.20 No Undisclosed Events or Circumstances . No event or circumstance has occurred or exists with respect to New Image or its respective businesses, properties, prospects, operations or financial condition, which, under applicable law, rule or regulation, requires public disclosure or announcement by New Image but which has not been so publicly announced or disclosed. New Image has not provided to Car Charging, or the Car Charging Shareholders, any material non-public information or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by New Image but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement and/or the Private Placement.

Section 2.21 Disclosure . This Agreement and any certificate attached hereto or delivered in accordance with the terms hereof by or on behalf of New Image or any of the New Image Controlling Stockholders in connection with the transactions contemplated by this Agreement, when taken together, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained herein and/or therein not misleading.

Section 2.22 No Assets or Real Property . Except as set forth on the most recent Financial Statements, New Image does not have any assets of any kind. New Image does not own or lease any real property.

Section 2.23 Interested Party Transactions . Except as disclosed on Schedule 2.23 and in Commission filings, no officer, director or shareholder of New Image or any affiliate or “associate” (as such term is defined in Rule 405 of the Commission under the Securities Act) of any such person or entity, has or has had, either directly or indirectly, (a) an interest in any person or entity which (i) furnishes or sells services or products which are furnished or sold or are proposed to be furnished or sold by New Image, or (ii) purchases from or sells or furnishes to, or proposes to purchase from, sell to or furnish New Image any goods or services; or (b) a beneficial interest in any contract or agreement to which New Image is a party or by which it may be bound or affected.

Section 2.24 Intellectual Property. Except as disclosed on Schedule 2.24 and in Commission filings, New Image does not own, use or license any intellectual property in its business as presently conducted.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF CAR CHARGING

Car Charging represents, warrants and agrees that all of the statements in the following subsections of this Article III, pertaining to Car Charging, are true and complete as of the date hereof.

Section 3.1 Incorporation . Car Charging is a company duly incorporated, validly existing, and in good standing under the laws of Delaware and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of Car Charging’s Articles of Organization or bylaws . Car Charging has taken all actions required by law, its Articles of Organization or bylaws , or otherwise to authorize the execution and delivery of this Agreement. Car Charging has full power, authority, and legal capacity and has taken all action required by law, its Articles of Organization or bylaws , and otherwise to consummate the transactions herein contemplated.

Section 3.2 Authorized Shares . The number of shares which Car Charging is authorized to issue consists of shares of Common Stock, consisting of 10,000 shares of common stock and 0 shares of preferred stock, par value of $0.0001 per share. There are 1,000 shares of common stock issued and outstanding. The issued and outstanding shares are validly issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.

Section 3.3 Subsidiaries and Predecessor Corporations . Car Charging has the following wholly owned subsidiaries: (i) eCharging Stations, LLC, a Florida limited liability company; and (ii) Car Charging Holdings, LLC, a Florida limited liability company. Car Charging does not own, beneficially or of record, any shares of any other corporations.

Section 3.4 Financial Statements .

Car Charging has kept all books and records since inception and such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved. The balance sheets are true and accurate and present fairly as of their respective dates the financial condition of Car Charging. As of the date of such balance sheets, except as and to the extent reflected or reserved against therein, Car Charging had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of Car Charging, in accordance with generally accepted accounting principles. The statements of operations, stockholders’ equity and cash flows reflect fairly the information required to be set forth therein by generally accepted accounting principles.

Car Charging has duly and punctually paid all Governmental fees and taxation which it has become liable to pay and has duly allowed for all taxation reasonably foreseeable and is under no liability to pay any penalty or interest in connection with any claim for governmental fees or taxation and Car Charging has made any and all proper declarations and returns for taxation purposes and all information contained in such declarations and returns is true and complete and full provision or reserves have been made in its financial statements for all Governmental fees and taxation.

The books and records, financial and otherwise, of Car Charging are, in all material aspects, complete and correct and have been maintained in accordance with good business and accounting practices.

All of Car Charging’s assets are reflected on its financial statements, and Car Charging has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise, in an amount greater than $100,000.

Section 3.5 Information . The information concerning Car Charging set forth in this Agreement is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.

Section 3.6 Absence of Certain Changes or Events . Since September 30, 2009, (a) there has not been any material adverse change in the business, operations, properties, assets, or condition (financial or otherwise) of Car Charging; and (b) Car Charging has not (i) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its shares; (ii) made any material change in its method of management, operation or accounting, (iii) entered into any other material transaction other than sales in the ordinary course of its business; or (iv) made any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; and

Section 3.7 Litigation and Proceedings . There are no actions, suits, proceedings, or investigations pending or, to the knowledge of Car Charging after reasonable investigation, threatened by or against Car Charging or affecting Car Charging or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. Car Charging does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances

Section 3.8 No Conflict With Other Instruments . The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of any indenture, mortgage, deed of trust, or other material agreement, or instrument to which Car Charging is a party or to which any of its assets, properties or operations are subject.

Section 3.9 Compliance With Laws and Regulations . To the best of its knowledge, Car Charging has complied with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of Car Charging or except to the extent that noncompliance would not result in the occurrence of any material liability for Car Charging. This compliance includes, but is not limited to, the filing of all reports to date with federal and state securities authorities.

Section 3.10 Approval of Agreement . The Board of Directors of Car Charging has authorized the execution and delivery of this Agreement by Car Charging and has approved this Agreement and the transactions contemplated hereby.

Section 3.11 Valid Obligation . This Agreement and all agreements and other documents executed by Car Charging in connection herewith constitute the valid and binding obligation of Car Charging, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF CAR CHARGING SHAREHOLDERS

The Car Charging Shareholders hereby represents and warrants to New Image:

Section 4.1 Authority . The Car Charging Shareholders have the right, power, authority and capacity to execute and deliver this Agreement to which the Car Charging Shareholders is a party, to consummate the transactions contemplated by this Agreement to which the Car Charging Shareholders is a party, and to perform the Car Charging Shareholders’ obligations under this Agreement to which the Car Charging Shareholders is a party. This Agreement has been duly and validly authorized and approved, executed and delivered by the Car Charging Shareholders. Assuming this Agreement has been duly and validly authorized, executed and delivered by the parties thereto other than the Car Charging Shareholders, this Agreement is duly authorized, executed and delivered by the Car Charging Shareholders and constitutes the legal, valid and binding obligation of the Car Charging Shareholders, enforceable against the Car Charging Shareholders in accordance with their respective terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar Laws affecting the enforcement of creditors rights generally.

Section 4.2 No Conflict . Neither the execution or delivery by the Car Charging Shareholders of this Agreement to which the Car Charging Shareholders is a party nor the consummation or performance by the Car Charging Shareholders of the transactions contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, or result in a violation of any provision of the organizational documents of the Car Charging Shareholders (if the Car Charging Shareholders is not a natural person); (b) contravene, conflict with, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, any agreement or instrument to which the Car Charging Shareholders is a party or by which the properties or assets of the Car Charging Shareholders are bound; or (c) contravene, conflict with, or result in a violation of, any Law or Order to which the Car Charging Shareholders, or any of the properties or assets of the Car Charging Shareholders, may be subject.

Section 4.3 Litigation . There is no pending Action against the Car Charging Shareholders that involves the Car Charging Shares or that challenges, or may have the effect of preventing, delaying or making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement or the business of Car Charging and, to the knowledge of the Car Charging Shareholders, no such Action has been threatened, and no event or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Action.

Section 4.4 Acknowledgment . The Car Charging Shareholders understands and agrees that the New Image Shares to be issued pursuant to this Agreement have not been registered under the Securities Act or the securities laws of any state of the U.S. and that the issuance of the New Image Shares is being effected in reliance upon an exemption from registration afforded either under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering or Regulation D promulgated thereunder or Regulation S for offers and sales of securities outside the U.S.

Section 4.5 Stock Legends . The Car Charging Shareholders hereby agrees with New Image as follows:

a. Securities Act Legend Accredited Investors. The certificates evidencing the New Image Shares issued to the Car Charging Shareholders will bear the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE

EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (3) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED.

b. Other Legends . The certificates representing such New Image Shares, and each certificate issued in transfer thereof, will also bear any other legend required under any applicable law, including, without limitation, any U.S. state corporate and state securities law, or contract.

c. Opinion . The Car Charging Shareholders shall not transfer any or all of the New Image Shares pursuant to Rule 144, under the Securities Act, Regulation S or absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of the New Image Shares, without first providing New Image with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the New Image) to the effect that such transfer will be made in compliance with Rule 144, under the Securities Act, Regulation S or will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws.

Section 4.6 Ownership of Shares . The Car Charging Shareholders is both the record and beneficial owner of the Car Charging Shares. The Car Charging Shareholders is not the record or beneficial owner of any other shares of Car Charging. The Car Charging Shareholders has and shall transfer at the Closing, good and marketable title to the Car Charging Shares, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever, excepting only restrictions on future transfers imposed by applicable law.

Section 4.7 Pre-emptive Rights . Subject to Schedule 4.7, at Closing, no Car Charging Shareholders has any pre-emptive rights or any other rights to acquire any shares of Car Charging that have not been waived or exercised.

Section 4.8 Accredited Investor . All Car Charging Shareholders receiving shares of New Image pursuant to this Agreement are “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

ARTICLE V

CONDITIONS TO OBLIGATIONS OF CAR CHARGING

AND THE CAR CHARGING SHAREHOLDERS

The obligations of Car Charging and the Car Charging Shareholders to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by Car Charging and the Car Charging Shareholders at their sole discretion:

Section 5.1 Representations and Warranties of New Image. All representations and warranties made by New Image in this Agreement shall be true and correct in all material respects on and as of the Closing Date, except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case, subject to the limitations applicable to the particular date or period, they will be true and correct in all material respects on and as of the Closing Date with respect to such date or period.

Section 5.2 Agreements and Covenants . New Image shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with on or prior to the Closing Date.

Section 5.3 Consents and Approvals . All consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement shall be in full force and effect on the Closing Date.

Section 5.4 No Violation of Orders . No preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory authority, which declares this Agreement invalid in any respect or prevents the consummation of the transactions contemplated hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of New Image shall be in effect; and no action or proceeding before any court or governmental or regulatory authority, domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person, or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement.

Section 5.5 Other Closing Documents . Car Charging shall have received such certificates, instruments and documents in confirmation of the representations and warranties of New Image, New Image’s performance of its obligations hereunder, and/or in furtherance of the transactions contemplated by this Agreement as the Car Charging Shareholders and/or their respective counsel may reasonably request.

Section 5.6 Documents . New Image must have caused the following documents to be delivered to Car Charging and the Car Charging Shareholder:

a. share certificates evidencing both the common and preferred New Image Shares registered in the name of the Car Charging Shareholders;

b. a Secretary’s Certificate, dated the Closing Date, certifying attached copies of (A) the New Image Charter Documents, (B) the resolutions of the New Image Board approving this Agreement and the transactions contemplated hereby and thereby; and (C) the incumbency of each authorized officer of New Image signing this Agreement to which New Image is a party;

c. an Officer’s Certificate, dated the Closing Date, certifying as to Sections 5.1, 5.2, 5.3, 5.4, 5.7, and 5.8.

d. a Certificate of Good Standing of New Image, dated as of a date not more than five business days prior to the Closing Date;

e. this Agreement is duly executed;

f. the resignation of Belen Flores as officer of New Image as of the Closing Date;

g. the amendment of the Articles of Incorporation to change its name to Car Charging Group, Inc. and to authorize for issuance 20,000,000 preferred shares; and

h. such other documents as Car Charging may reasonably request for the purpose of (A) evidencing the accuracy of any of the representations and warranties of New Image, (B) evidencing the performance of, or compliance by New Image with any covenant or obligation required to be performed or complied with by New Image, (C) evidencing the satisfaction of any condition referred to in this Article V, or (D) otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement.

Section 5.7 Cancellation of Shares . The 277,200,000 shares of New Image Common Stock owned by Belen Flores shall be irrevocably cancelled immediately following the issuance of the shares of Common Stock to the Car Charging Shareholders. Evidence of such cancellation shall be delivered to Car Charging.

Section 5.8 No Material Adverse Effect . There shall not have been any event, occurrence or development that has resulted in or could result in a Material Adverse Effect on or with respect to New Image.

ARTICLE VI

CONDITIONS TO OBLIGATIONS OF NEW IMAGE

The obligations of New Image to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by New Image in its sole discretion:

Section 6.1 Representations and Warranties of Car Charging and the Car Charging Shareholders . All representations and warranties made by Car Charging and the Car Charging Shareholders on behalf of themselves individually in this Agreement shall be true and correct on and as of the Closing Date except insofar as the representation and warranties relate expressly and solely to a particular date or period, in which case, subject to the limitations applicable to the particular date or period, they will be true and correct in all material respects on and as of the Closing Date with respect to such date or period.

Section 6.2 Agreements and Covenants . Car Charging and the Car Charging Shareholders shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by each of them on or prior to the Closing Date.

Section 6.3 Consents and Approvals . All consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement, shall have been duly obtained and shall be in full force and effect on the Closing Date.

Section 6.4 No Violation of Orders . No preliminary or permanent injunction or other order issued by any court or other governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory authority, domestic or foreign, that declares this Agreement invalid or unenforceable in any respect or which prevents the consummation of the transactions contemplated hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of Car Charging shall be in effect; and no action or proceeding before any court or government or regulatory authority, domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person, or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement.

Section 6.5 Other Closing Documents . New Image shall have received such certificates, instruments and documents in confirmation of the representations and warranties of Car Charging and the Car Charging Shareholders, the performance of Car Charging and the Car Charging Shareholders’ respective obligations hereunder and/or in furtherance of the transactions contemplated by this Agreement as New Image or its counsel may reasonably request.

Section 6.6 Documents . Car Charging and the Car Charging Shareholders must deliver to New Image at the Closing:

a. share certificates evidencing the number of Car Charging Shares, along with executed share transfer forms transferring such Car Charging Shares to New Image;

b. this Agreement to which the Car Charging and the Car Charging Shareholders is a party, duly executed;

c. such other documents as New Image may reasonably request for the purpose of (A) evidencing the accuracy of any of the representations and warranties of the Car Charging and the Car Charging Shareholders , (B) evidencing the performance of, or compliance by Car Charging and the Car Charging Shareholders with, any covenant or obligation required to be performed or complied with by Car Charging and the Car Charging Shareholders, as the case may be, (C) evidencing the satisfaction of any condition referred to in this Article VI, or (D) otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement.

Section 6.7 No Claim Regarding Stock Ownership or Consideration . There must not have been made or threatened by any Person, any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the Car Charging Shares, or any other stock, voting, equity, or ownership interest in, Car Charging, or (b) is entitled to all or any portion of the New Image Shares.

ARTICLE VII

POST-CLOSING AGREEMENTS

Section 7.1 SEC Documents . From and after the Closing Date, in the event the SEC notifies New Image of its intent to review any Public Report filed prior to the Closing Date or New Image receives any oral or written comments from the SEC with respect to any Public Report filed prior to the Closing Date, New Image shall promptly notify the New Image Controlling Stockholders and the New Image Controlling Stockholders shall reasonably cooperate with New Image in responding to any such oral or written comments.

ARTICLE VIII

INDEMNIFICATION

Section 8.1 Survival of Provisions . The respective representations, warranties, covenants and agreements of each of the parties to this Agreement (except covenants and agreements which are expressly required to be performed and are performed in full on or before the Closing Date) shall expire on the first day of the one-year anniversary of the Closing Date (the “ Survival Period ”). The right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages, or other remedy based on such representations, warranties, covenants, and obligations.

Section 8.2 Indemnification .

a. Indemnification Obligations in favor of the Controlling Stockholders of New Image . From and after the Closing Date until the expiration of the Survival Period, Car Charging shall reimburse and hold harmless the New Image Controlling Stockholders (each such person and his heirs, executors, administrators, agents, successors and assigns is referred to herein as a “ New Image Indemnified Party ”) against and in respect of any and all damages, losses, settlement payments, in respect of deficiencies, liabilities, costs, expenses and claims suffered, sustained, incurred or required to be paid by any New Image Indemnified Party, and any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other procedures or investigation against any New Image Indemnified Party, which arises or results from a third-party claim brought against a New Image Indemnified Party to the extent based on a breach of the representations and warranties with respect to the business, operations or assets of Car Charging. All claims of New Image pursuant to this Section 8.2 shall be brought by the New Image Controlling Stockholders on behalf of New Image and those Persons who were stockholders of New Image Company immediately prior to the Closing Date. In no event shall any such indemnification payments exceed $100,000 in the aggregate from Car Charging. No claim for indemnification may be brought under this Section 8.2(a) unless all claims for indemnification, in the aggregate, total more than $10,000.

b. Indemnification in favor of Car Charging and the Car Charging Shareholders . From and after the Closing Date until the expiration of the Survival Period, the New Image Controlling Stockholders will, severally and not jointly, indemnify and hold harmless Car Charging, the Car Charging Shareholders, and their respective officers, directors, agents, attorneys and employees, and each person, if any, who controls or may “control” (within the meaning of the Securities Act) any of the forgoing persons or entities (hereinafter referred to individually as a “ Car Charging Indemnified Person ”) from and against any and all losses, costs, damages, liabilities and expenses arising from claims, demands, actions, causes of action, including, without limitation, legal fees, (collectively, “ Damages ”) arising out of any

(i) any breach of representation or warranty made by New Image or the New Image Controlling Stockholders in this Agreement, and in any certificate delivered by New Image or the New Image Controlling Stockholders pursuant to this Agreement, (ii) any breach by New Image or the New Image Controlling Stockholders of any covenant, obligation or other agreement made by New Image or the New Image Controlling Stockholders in this Agreement, and (iii) a third-party claim based on any acts or omissions by New Image or the New Image Controlling Stockholders. In no event shall any such indemnification payments exceed $100,000 in the aggregate from all New Image Controlling Stockholders. No claim for indemnification may be brought under this Section 8.2(b) unless all claims for indemnification, in the aggregate, total more than $10,000.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.1 Publicity . No party shall cause the publication of any press release or other announcement with respect to this Agreement or the transactions contemplated hereby without the consent of the other parties, unless a press release or announcement is required by law. If any such announcement or other disclosure is required by law, the disclosing party agrees to give the non-disclosing parties prior notice and an opportunity to comment on the proposed disclosure.

Section 9.2 Successors and Assigns . This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns; provided, however, that no party shall assign or delegate any of the obligations created under this Agreement without the prior written consent of the other parties.

Section 9.3 Fees and Expenses . Except as otherwise expressly provided in this Agreement, all legal and other fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs or expenses.

Section 9.4 Notices . All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been given or made if in writing and delivered personally or sent by registered or certified mail (postage prepaid, return receipt requested)or facsimile to the parties at the following addresses:

If to Car Charging or the Car Charging Shareholders, to:

Car Charging, Inc.

1691 Michigan Avenue, Suite 425

Miami Beach, Florida 33139

Attn: Andy Kinard, President

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

Michael I. Bernstein, P.A.

Attn: Michael I. Bernstein, Esq.

1688 Meridian Avenue, Suite #418

Miami Beach, Florida 33139

If to New Image or the New Image Controlling Stockholders, to:

2019 Delaware Avenue

Santa Monica, California 90404

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

Anslow & Jaclin, LLP

Attn: Eric M. Stein, Esq.

195 Route 9 South, Suite 204

Manalapan, New Jersey 07726

or to such other persons or at such other addresses as shall be furnished by any party by like notice to the others, and such notice or communication shall be deemed to have been given or made as of the date so delivered or mailed. No change in any of such addresses shall be effective insofar as notices under this Section 9.4 are concerned unless such changed address is located in the United States of America or Israel and notice of such change shall have been given to such other party hereto as provided in this Section 9.4.

Section 9.5 Entire Agreement . This Agreement, together with the exhibits hereto, represents the entire agreement and understanding of the parties with reference to the transactions set forth herein and no representations or warranties have been made in connection with this Agreement other than those expressly set forth herein or in the exhibits, certificates and other documents delivered in accordance herewith. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the parties relating to the subject matter of this Agreement and all prior drafts of this Agreement, all of which are merged into this Agreement. No prior drafts of this Agreement and no words or phrases from any such prior drafts shall be admissible into evidence in any action or suit involving this Agreement.

Section 9.6 Severability . This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible so as to be valid and enforceable.

Section 9.7 Titles and Headings . The Article and Section headings contained in this Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement or of any term or provision hereof.

Section 9.8 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

Section 9.9 Convenience of Forum; Consent to Jurisdiction . The parties to this Agreement, acting for themselves and for their respective successors and assigns, without regard to domicile, citizenship or residence, hereby expressly and irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and consent and subject themselves to the jurisdiction of, the courts of the State of Florida, and/or the United States District Court for Florida, in respect of any matter arising under this Agreement. Service of process, notices and demands of such courts may be made upon any party to this Agreement by personal service at any place where it may be found or giving notice to such party as provided in Section 9.4.

Section 9.10 Enforcement of the Agreement . The parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereto, this being in addition to any other remedy to which they are entitled at law or in equity.

Section 9.11 Governing Law . This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of Florida without giving effect to the choice of law provisions thereof.

Section 9.12 Amendments and Waivers . Except as otherwise provided herein, no amendment or waiver of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the parties hereto. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any such prior or subsequent occurrence.

[REST OF PAGE DELIBERATELY LEFT BLANK]

[SIGNATURE PAGE TO SHARE EXCHANGE AGREEMENT]

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first above written.

NEW IMAGE CONCEPTS, INC.

By:
Name: Belen Flores
Title: Chief Executive Officer

CAR CHARGING, INC.

By:
Name: Andy Kinard
Title: President

NEW IMAGE’S CONTROLLING STOCKHOLDERS

By:

[SIGNATURE PAGE OF CAR CHARGING SHARHOLDERS

TO SHARE EXCHANGE AGREEMENT]

CAR CHARGING SHAREHOLDERS

By:
Gravity Capital Partners, Ltd.

By:
Herb Hersey

By:
Jonathan Honig

SCHEDULE I

CAR CHARGING SHAREHOLDERS
Shareholder Name	Number of Shares	Percentage of Ownership
Gravity Capital Partners, Ltd.	680	60%
Herb Hersey	280	27%
Jonathon Honig	120	13%

SCHEDULE II

MAJORITY SHAREHOLDER OF NEW IMAGE CONCEPTS, INC.
Shareholder Name	Number of Shares	Percentage of Ownership
Belen Flores	277,200,000	93.35%

SCHEDULE III

CAR CHARGING GROUP, INC. COMMON STOCK BREAKDOWN
Shareholder Name	Number of Shares	Percentage of Ownership
Gravity Capital Partners, Ltd.	30,000,000	60%
Herb Hersey	14,000,000	28%
Jonathan Honig	6,000,000	12%
Total Shares Issued Pursuant to this Agreement	50,000,000	100%

SCHEDULE IV

CAR CHARGING GROUP, INC. PREFERRED STOCK BREAKDOWN
Shareholder Name	Number of Shares	Percentage of Ownership
Gravity Capital Partners, Ltd.	6,000,000	60%
Herb Hersey	2,800,000	28%
Jonathan Honig	1,200,000	12%
Total Series A Preferred Shares Issued Pursuant to this Agreement	10,000,000	100%

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT (this “ Agreement ”), is dated as of December 7, 2009, by and between New Image Concepts, Inc., a Nevada corporation (the “ Company ”), and the subscribers identified on the signature page hereto (each a “ Subscriber ” and collectively, the “ Subscribers ”).

WHEREAS , the Company and each Subscriber are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the provisions of Section 4(2), Section 4(6) and/or Regulation D (“ Regulation D ”) as promulgated by the United States Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ 1933 Act ”).

WHEREAS , the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Subscribers, as provided herein, and such Subscribers shall purchase a minimum of $1,000,000 and a maximum of $1,500,000 (the “ Purchase Price ”) worth of: (i) shares of the Company’s Common Stock, $0.001 par value (the “ Common Stock ”) at a per share purchase price of $0.30 per share; and (ii) share purchase warrants (the “ Warrants ”) in the form attached hereto as Exhibit B , to purchase shares of the Company’s Common Stock (the “ Warrant Shares ”) (the “ Offering ”). The shares of Common Stock, the Warrants and the Warrant Shares issuable upon this Offering shall be referred to herein as the “ Securities ”; and

WHEREAS , the aggregate proceeds of the Offering shall be held in escrow pursuant to the terms of a Funds Escrow Agreement to be executed by the parties substantially in the form attached hereto as Exhibit A (the “ Escrow Agreement ”).

NOW, THEREFORE , in consideration of the mutual covenants and other agreements contained in this Agreement the Company and the Subscriber hereby agree as follows:

1. Closing Date . The “ Closing Date ” shall be the date that the Purchase Price is transmitted by wire transfer or otherwise credited to or for the benefit of the Company. The consummation of the transactions contemplated herein shall take place at the offices of Anslow & Jaclin, LLP, 195 Route 9 South, Suite 204, Manalapan, New Jersey 07726, upon the satisfaction or waiver of all conditions to closing set forth in this Agreement. Subject to the satisfaction or waiver of the terms and conditions of this Agreement, on the Closing Date, Subscribers shall purchase and the Company shall sell to Subscribers shares of Common Stock at the Purchase Price and Warrants as described in Section 2 of this Agreement.

2. Purchase of Common Stock and Warrants .

(a) Common Stock . Subject to the satisfaction or waiver of the terms and conditions of this Agreement, on the Closing Date, each Subscriber shall purchase and the Company shall sell to each Subscriber shares of Common Stock in the Principal Amount designated on the signature page hereto for such Subscriber’s Purchase Price indicated thereon.

(b) Class A Warrants . On the Closing Date, the Company will issue and deliver Class A Warrants to each Subscriber. One Class A Warrant will be issued for each Share issued on the Closing Date. The exercise price to acquire a Warrant Share upon exercise of a Class A Warrant shall be $0.60. The Class A Warrants shall be exercisable until five years after the issue date of the Class A Warrants.

3. Allocation of Purchase Price . The Purchase Price and number of shares issued to each Subscriber will be allocated among the Subscribers pursuant and in the amounts designated on the signature page hereto for such Subscriber’s Purchase Price indicated thereon.

4. Subscriber Representations and Warranties . Each Subscriber hereby represents and warrants to and agrees with the Company that:

(a) Organization and Standing of the Subscriber . If such Subscriber is an entity, such Subscriber is a corporation, partnership or other entity duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.

(b) Authorization and Power . Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Notes being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its Board of Directors, stockholders, partners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Subscriber enforceable against such Subscriber in accordance with the terms thereof.

(c) No Conflicts . The execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation by such Subscriber of the transactions contemplated hereby and thereby or relating hereto do not and will not (i) result in a violation of such Subscriber’s charter documents or bylaws or other organizational documents or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation to which such Subscriber is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to such Subscriber or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on such Subscriber). Such Subscriber is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement and the other Transaction Documents or to purchase the Securities in accordance with the terms hereof, provided that for purposes of the representation made in this sentence, such Subscriber is assuming and relying upon the accuracy of the relevant representations and agreements of the Company herein.

(d) Information on Company . S uch Subscriber has been furnished with or has had access to the EDGAR Website of the Commission to the Company's Form 10-Q filed on September 30, 2009 for the quarter ended June 30, 2009, together with all other filings made with the Commission available at the EDGAR website until five (5) days before the Closing Date (hereinafter referred to collectively as the " Reports "). In addition, such Subscriber may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Subscriber has requested in writing, identified thereon as Other Written Information (such other information is collectively, the " Other Written Information "), and considered all factors such Subscriber deems material in deciding on the advisability of investing in the Securities. Such Subscriber has relied on the Reports and Other Written Information in making its investment decision.

(e) Information on Subscriber . Subscriber is, and will be at the time of the issuance of the Securities, an " accredited investor ," as such term is defined in Regulation D promulgated by the Commission under the 1933 Act, is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in private placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable such Subscriber to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment. S uch Subscriber has the authority and is duly and legally qualified to purchase and own the Securities. S uch Subscriber is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof. The information set forth on the signature page hereto regarding such Subscriber is accurate.

(f) Purchase of Shares of Common Stock and Warrant . On the Closing Date, such Subscriber will purchase the Securities as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

(g) Compliance with Securities Act . Such Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. In any event, and subject to compliance with applicable securities laws, the Subscriber may enter into lawful hedging transactions in the course of hedging the position they assume and the Subscriber may also enter into lawful short positions or other derivative transactions relating to the Securities, or interests in the Securities, and deliver the Securities, or interests in the Securities, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Securities, or interests in the Securities, to third parties who in turn may dispose of these Securities.

(h) Shares of Common Stock and Warrant Shares Legend . The Securities shall bear the following or similar legend:

" THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR 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. "

(i) Communication of Offer . The offer to sell the Securities was directly communicated to such Subscriber by the Company. At no time was such Subscriber presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

(j) Restricted Securities . Such Subscriber understands that the Securities have not been registered under the 1933 Act and such Subscriber will not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer any of the Securities unless pursuant to an effective registration statement under the 1933 Act, or unless an exemption from registration is available. Notwithstanding anything to the contrary contained in this Agreement, such Subscriber may transfer (without restriction and without the need for an opinion of counsel) the Securities to its Affiliates (as defined below) provided that each such Affiliate is an “accredited investor” under Regulation D and such Affiliate agrees to be bound by the terms and conditions of this Agreement. For the purposes of this Agreement, an “ Affiliate ” of any person or entity means any other person or entity directly or indirectly controlling, controlled by or under direct or indirect common control with such person or entity. Affiliate includes each Subsidiary of the Company. For purposes of this definition, “ control ” means the power to direct the management and policies of such person or firm, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

(k) No Governmental Review . Such Subscriber understands that no United States federal or state agency or any other governmental or state agency has passed on or made recommendations or endorsement of the Securities or the suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(l) Correctness of Representations . Such Subscriber represents as to such Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless such Subscriber otherwise notifies the Company prior to the Closing Date shall be true and correct as of the Closing Date.

(m) Acknowledgement of Going Concern . Such Subscriber recognizes and acknowledges that the Company is a “going concern” as disclosed in its Reports and Other Written Information and as reported by its auditor and may be unable to meet its financial obligations over the next twelve months.

(n) Survival . The foregoing representations and warranties shall survive the Closing Date.

5. Company Representations and Warranties . The Company represents and warrants to and agrees with each Subscriber that:

(a) Due Incorporation . The Company is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite corporate power to own its properties and to carry on its business as presently conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. For purposes of this Agreement, a “ Material Adverse Effect ” shall mean a material adverse effect on the financial condition, results of operations, prospects, properties or business of the Company and its Subsidiaries taken as a whole. For purposes of this Agreement, “ Subsidiary ” means, with respect to any entity at any date, any corporation, limited or general partnership, limited liability company, trust, estate, association, joint venture or other business entity of which more than 30% of (i) the outstanding capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or other managing body of such entity, (ii) in the case of a partnership or limited liability company, the interest in the capital or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such entity. As of the Closing Date, all of the Company’s Subsidiaries and the Company’s ownership interest therein is set forth on Schedule 5(a) .

(b) Outstanding Stock . All issued and outstanding shares of capital stock and equity interests in the Company have been duly authorized and validly issued and are fully paid and non-assessable.

(c) Authority; Enforceability . This Agreement, the Securities, the Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “ Transaction Documents ”) have been duly authorized, executed and delivered by the Company and/or Subsidiaries and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency,

fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

(d) Capitalization and Additional Issuances . The authorized and outstanding capital stock of the Company and Subsidiaries on a fully diluted basis as of the date of this Agreement and the Closing Date (not including the Securities) are set forth on Schedule 5(d) . Except as set forth on Schedule 5(d) , there are no options, warrants, or rights to subscribe to, securities, rights, understandings or obligations convertible into or exchangeable for or giving any right to subscribe for any shares of capital stock or other equity interest of the Company or any of the Subsidiaries. The only officer, director, employee and consultant stock option or stock incentive plan or similar plan currently in effect or contemplated by the Company is described on Schedule 5(d) . There are no outstanding agreements or preemptive or similar rights affecting the Company's Common Stock.

(e) Consents . No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Company, or any of its Affiliates, the OTC Bulletin Board (the “ Bulletin Board ”) or the Company's shareholders is required for the execution by the Company of the Transaction Documents and compliance and performance by the Company of its obligations under the Transaction Documents, including, without limitation, the issuance and sale of the Securities. The Transaction Documents and the Company’s performance of its obligations thereunder has been unanimously approved by the Company’s Board of Directors. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority in the world, including without limitation, the United States, or elsewhere is required by the Company or any Affiliate of the Company in connection with the consummation of the transactions contemplated by this Agreement, except as would not otherwise have a Material Adverse Effect or the consummation of any of the other agreements, covenants or commitments of the Company or any Subsidiary contemplated by the other Transaction Documents. Any such qualifications and filings will, in the case of qualifications, be effective on the Closing and will, in the case of filings, be made within the time prescribed by law.

(f) No Violation or Conflict . Assuming the representations and warranties of the Subscriber in Section 4 are true and correct, neither the issuance nor sale of the Securities nor the performance of the Company’s obligations under this Agreement and all other agreements entered into by the Company relating thereto by the Company will:

(i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the articles or certificate of incorporation, charter or bylaws of the Company, (B) to the Company's knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or over the properties or assets of the Company or any of its Affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its Affiliates is a party, by which the

Company or any of its Affiliates is bound, or to which any of the properties of the Company or any of its Affiliates is subject, or (D) the terms of any "lock-up" or similar provision of any underwriting or similar agreement to which the Company, or any of its Affiliates is a party except the violation, conflict, breach, or default of which would not have a Material Adverse Effect; or

(ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company or any of its Affiliates except in favor of Subscriber as described herein; or

(iii) result in the activation of any anti-dilution rights or a reset or repricing of any debt, equity or security instrument of any creditor or equity holder of the Company, or the holder of the right to receive any debt, equity or security instrument of the Company nor result in the acceleration of the due date of any obligation of the Company; or

(iv) result in the triggering of any piggy-back or other registration rights of any person or entity holding securities of the Company or having the right to receive securities of the Company.

(g) The Securities . The Securities upon issuance:

(i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the 1933 Act and any applicable state securities laws;

(ii) have been, or will be, duly and validly authorized and on the dates of issuance of the Securities, such Securities will be duly and validly issued, fully paid and non-assessable, and if registered pursuant to the 1933 Act and resold pursuant to an effective registration statement or exempt from registration will be free trading, unrestricted and unlegended;

(iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company or rights to acquire securities of the Company; and

(iv) will not subject the holders thereof to personal liability by reason of being such holders.

(h) Litigation . There is no pending or, to the best knowledge of the Company, threatened action, suit, proceeding or investigation before any court, governmental agency or body, or arbitrator having jurisdiction over the Company, or any of its Affiliates that would affect the execution by the Company or the complete and timely performance by the Company of its obligations under the Transaction Documents. Except as disclosed in the Reports, there is no pending or, to the best knowledge of the Company, basis for or threatened action, suit, proceeding or investigation before any court, governmental agency or body, or arbitrator having jurisdiction over the Company, or any of its Affiliates which litigation if adversely determined would have a Material Adverse Effect.

(i) No Market Manipulation . The Company and its Affiliates have not taken, and will not take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Securities or affect the price at which the Securities may be issued or resold.

(j) Information Concerning Company . The Reports and Other Written Information contain all material information relating to the Company and its operations and financial condition as of their respective dates which information is required to be disclosed therein. Since June 30, 2009 and except as modified in the Reports and Other Written Information or in the Schedules hereto, there has been no Material Adverse Effect relating to the Company's business, financial condition or affairs. The Reports and Other Written Information including the financial statements included therein do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, taken as a whole, not misleading in light of the circumstances and when made.

(k) Defaults . The Company is not in violation of its articles of incorporation or bylaws. The Company is (i) not in default under or in violation of any other material agreement or instrument to which it is a party or by which it or any of its properties are bound or affected, which default or violation would have a Material Adverse Effect, (ii) not in default with respect to any order of any court, arbitrator or governmental body or subject to or party to any order of any court or governmental authority arising out of any action, suit or proceeding under any statute or other law respecting antitrust, monopoly, restraint of trade, unfair competition or similar matters, or (iii) not in violation of any statute, rule or regulation of any governmental authority which violation would have a Material Adverse Effect.

(l) No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security of the Company nor solicited any offers to buy any security of the Company under circumstances that would cause the offer of the Securities pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of the 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of the Bulletin Board. No prior offering will impair the exemptions relied upon in this Offering or the Company’s ability to timely comply with its obligations hereunder. Neither the Company nor any of its Affiliates will take any action or steps that would cause the offer or issuance of the Securities to be integrated with other offerings which would impair the exemptions relied upon in this Offering or the Company’s ability to timely comply with its obligations hereunder. The Company will not conduct any offering other than the transactions contemplated hereby that may be integrated with the offer or issuance of the Securities that would impair the exemptions relied upon in this Offering or the Company’s ability to timely comply with its obligations hereunder.

(m) No General Solicitation . Neither the Company, nor any of its Affiliates, nor to its knowledge, any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the 1933 Act) in connection with the offer or sale of the Securities.

(n) No Undisclosed Liabilities . The Company has no liabilities or obligations which are material, individually or in the aggregate, other than those incurred in the ordinary course of the Company businesses since September 30, 2009 and which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, except as disclosed in the Reports or on Schedule 5(n) .

(o) No Undisclosed Events or Circumstances . Since September 30, 2009 except as disclosed in the Reports, no event or circumstance has occurred or exists with respect to the Company or its businesses, properties, operations or financial condition, that, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed in the Reports.

(p) Banking . Schedule 5(p) contains a list of all financial institutions at which the Company and Subsidiaries maintains deposit, checking and other accounts. The list includes the accurate addresses of such financial institution and account numbers of such accounts.

(q) Dilution . The Company's executive officers and directors understand the nature of the Securities being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings of other holders of the Company’s equity or rights to receive equity of the Company. The board of directors of the Company has concluded, in its good faith business judgment that the issuance of the Securities is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Securities is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company or parties entitled to receive equity of the Company.

(r) No Disagreements with Accountants and Lawyers. Other than the opinion regarding the Company’s ability to continue as a “going concern,” as disclosed in the Company’s Reports, there are no material disagreements of any kind presently existing, or reasonably anticipated by the Company to arise between the Company and the accountants and lawyers previously and presently employed by the Company, including but not limited to disputes or conflicts over payment owed to such accountants and lawyers, nor have there been any such disagreements during the two years prior to the Closing Date.

(s) Investment Company . Neither the Company nor any Affiliate of the Company is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(t) Foreign Corrupt Practices. Neither the Company, nor to the knowledge of the Company, any agent or other person acting on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

(u) Reporting Company . The Company is a publicly-held company subject to reporting obligations pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the " 1934 Act ") and has a class of Common Stock registered pursuant to Section 12(g) of the 1934 Act. Pursuant to the provisions of the 1934 Act, the Company has timely filed all reports and other materials required to be filed thereunder with the Commission during the preceding twelve months.

(v) Listing . The Company's Common Stock is quoted on the Bulletin Board under the symbol NIMC. The Company has not received any oral or written notice that its Common Stock is not eligible nor will become ineligible for quotation on the Bulletin Board nor that its Common Stock does not meet all requirements for the continuation of such quotation. The Company satisfies all the requirements for the continued quotation of its Common Stock on the Bulletin Board.

(w) Transfer Agent . The Company’s transfer agent is a participant in the Depository Trust Company Automated Securities Transfer Program. The name, address, telephone number, fax number, contact person and email address of the Company transfer agent is set forth on Schedule 5(w) hereto.

(x) Company Predecessor and Subsidiaries . The Company makes each of the representations contained in Sections 5(a), (b), (c), (d), (e), (f), (h), (j), (k), (n), (o), (p), (r), (s) and (t) of this Agreement, as same relate or could be applicable to each Subsidiary. All representations made by or relating to the Company of a historical or prospective nature and all undertakings described in Sections 9(g) through 9(l) shall relate, apply and refer to the Company and its predecessors and successors. The Company represents that it owns all of the equity of the Subsidiaries and rights to receive equity of the Subsidiaries identified on Schedule 5(a) , free and clear of all liens, encumbrances and claims, except as set forth on Schedule 5(a) . No person or entity other than the Company has the right to receive any equity interest in the Subsidiaries. The Company further represents that the Subsidiaries have not been known by any other name for the prior five years.

(y) Correctness of Representations . The Company represents that the foregoing representations and warranties are true and correct as of the date hereof in all material respects, and, unless the Company otherwise notifies the Subscribers prior to the Closing Date, shall be true and correct in all material respects as of the Closing Date; provided, that, if such representation or warranty is made as of a different date, in which case such representation or warranty shall be true as of such date.

(z) Survival . The foregoing representations and warranties shall survive the Closing Date.

6. Regulation D Offering/Legal Opinion . The offer and issuance of the Securities to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. On the Closing Date, the Company will provide an opinion reasonably acceptable to the Subscribers from the Company's legal counsel opining on the availability of an exemption from registration under the 1933 Act as it relates to the offer and issuance of the Securities and other matters reasonably requested by Subscribers. The Company will provide, at the Company's expense, such other legal opinions, if any, as are reasonably necessary in each Subscriber’s opinion for the issuance and resale of the Common Stock pursuant to an effective registration statement, Rule 144 under the 1933 Act or an exemption from registration.

7. Covenants of the Company . The Company covenants and agrees with the Subscribers as follows:

(a) Stop Orders . Subject to the prior notice requirement described in Section 12(a), the Company will advise the Subscribers, within twenty-four hours after it receives notice of issuance by the Commission, any state securities commission or any other regulatory authority of any stop order or of any order preventing or suspending any offering of any securities of the Company, or of the suspension of the qualification of the Common Stock of the Company for offering or sale in any jurisdiction, or the initiation of any proceeding for any such purpose. The Company will not issue any stop transfer order or other order impeding the sale, resale or delivery of any of the Securities, except as may be required by any applicable federal or state securities laws and unless contemporaneous notice of such instruction is given to the Subscribers.

(b) Listing/Quotation . The Company shall promptly secure the quotation or listing of the Securities upon each national securities exchange, or automated quotation system upon the Company’s Common Stock is quoted or listed and upon which such Securities are or become eligible for quotation or listing (subject to official notice of issuance) and shall maintain same so long as any Subscriber still owns the Securities. The Company will maintain the quotation or listing of its Common Stock on the American Stock Exchange, Nasdaq Capital Market, Nasdaq Global Market, Nasdaq Global Select Market, Bulletin Board, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock (the “ Principal Market ”), and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Principal Market, as applicable. The Company will provide Subscribers with copies of all notices it receives notifying the Company of the threatened and actual delisting of the Common Stock from any Principal Market. As of the date of this Agreement and the Closing Date, the Bulletin Board is and will be the Principal Market.

(c) Market Regulations . If required, the Company shall notify the Commission, the Principal Market and applicable state authorities, in accordance with their requirements, of the transactions contemplated by this Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation, for the legal and valid issuance of the Securities to the Subscribers and promptly provide copies thereof to the Subscribers.

(d) Filing Requirements . From the date of this Agreement and until the last to occur of (i) two (2) years after the Closing Date, (ii) until all the Securities have been resold or transferred by the Subscriber pursuant to a registration statement or pursuant to Rule 144(b)(1)(i), or (iii) the Subscriber no longer owns the Securities (the date of such latest occurrence being the “ End Date ”), the Company will (A) cause its Common Stock to continue to be registered under Section 12(b) or 12(g) of the 1934 Act, (B) comply in all respects with its reporting and filing obligations under the 1934 Act, (C) voluntarily comply with all reporting requirements that are applicable to an issuer with a class of shares registered pursuant to Section 12(g) of the 1934 Act, if the Company is not subject to such reporting requirements, and (D) comply with all requirements related to any registration statement filed pursuant to this Agreement. The Company will use its

best efforts not to take any action or file any document (whether or not permitted by the 1933 Act or the 1934 Act or the rules thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under said acts until the End Date. Until the End Date, the Company will continue the listing or quotation of the Common Stock on a Principal Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Principal Market. The Company agrees to timely file a Form D with respect to the Securities if required under Regulation D and to provide a copy thereof to each Subscriber promptly after such filing.

(e) Use of Proceeds . The proceeds of the Offering will be employed by the Company for expenses of the Offering, and general working capital. Except as described on Schedule 7(e) , the Purchase Price may not and will not be used for accrued and unpaid officer and director salaries, payment of financing related debt, redemption of outstanding notes or equity instruments of the Company nor non-trade obligations outstanding on a Closing Date. For so long as any Note is outstanding, the Company will not prepay any financing related debt obligations, except equipment payments or in the event such payments are made in the ordinary course of business, nor redeem any equity instruments of the Company without the prior consent of the Subscribers.

(f) DTC Program . At all times that the Common Stock is outstanding, the Company will employ as the transfer agent for the Common Stock, a participant in the Depository Trust Company Automated Securities Transfer Program.

(g) Taxes . From the date of this Agreement and until the End Date, the Company will promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income, profits, property or business of the Company; provided, however, that any such tax, assessment, charge or levy need not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings and if the Company shall have set aside on its books adequate reserves with respect thereto, and provided, further, that the Company will pay all such taxes, assessments, charges or levies forthwith upon the commencement of proceedings to foreclose any lien which may have attached as security therefore.

(h) Insurance . As reasonably necessary as determined by the Company, from the date of this Agreement and until the End Date, the Company will keep its assets which are of an insurable character insured by financially sound and reputable insurers against loss or damage by fire, explosion and other risks customarily insured against by companies in the Company’s line of business and location, in amounts and to the extent and in the manner customary for companies in similar businesses similarly situated and located and to the extent available on commercially reasonable terms.

(i) Books and Records. From the date of this Agreement and until the End Date, the Company will keep true records and books of account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with generally accepted accounting principles applied on a consistent basis.

(j) Governmental Authorities. From the date of this Agreement and until the End Date, the Company shall duly observe and conform in all material respects to all valid requirements of governmental authorities relating to the conduct of its business or to its properties or assets.

(k) Intellectual Property . From the date of this Agreement and until the End Date, the Company shall maintain in full force and effect its corporate existence, rights and franchises and all licenses and other rights to use intellectual property owned or possessed by it and reasonably deemed to be necessary to the conduct of its business, unless it is sold for value. Schedule 9(l) hereto identifies all of the intellectual property owned by the Company and Subsidiaries.

(l) Properties. From the date of this Agreement and until the End Date, the Company will keep its properties in good repair, working order and condition, reasonable wear and tear excepted, and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto; and the Company will at all times comply with each provision of all leases and claims to which it is a party or under which it occupies or has rights to property if the breach of such provision could reasonably be expected to have a Material Adverse Effect. The Company will not abandon any of its assets except for those assets which have negligible or marginal value or for which it is prudent to do so under the circumstances.

(m) Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K and the registration statement or statements regarding the Subscriber’s Securities or in correspondence with the SEC regarding same, it will not disclose publicly or privately the identity of the Subscriber unless expressly agreed to in writing by a Subscriber or only to the extent required by law and then only upon not less than three days prior notice to Subscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K describing the Offering not later than the fourth (4 th ) business day after the Closing Date. Prior to the Closing Date, such Form 8-K will be provided to Subscribers for their review and approval. In the Form 8-K, the Company will specifically disclose the nature of the Offering and amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while Securities are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted sufficient time to notify the Company that such Subscriber elects not to receive such information. In such case, the Company will not deliver such information to Subscribers. In the absence of any such indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

(n) Non-Public Information . The Company covenants and agrees that except for the Reports, Other Written Information and schedules and exhibits to this Agreement and the Transaction Documents, which information the Company undertakes to publicly disclose on the Form 8-K described in Section 9(n) above, neither it nor any other person acting on its behalf will at any time provide any Subscriber or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Subscriber shall have agreed in writing to accept such information. The Company understands and confirms that each Subscriber shall be relying on the foregoing representations in effecting transactions in securities of the Company.

(o) Negative Covenants . So long as a Note is outstanding, without the consent of the Subscribers, the Company will not and will not permit any of its Subsidiaries to directly or indirectly:

(i) create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a “ Lien ”) upon any of its property, whether now owned or hereafter acquired except for: (A) the Excepted Issuances, and (B) (a) Liens imposed by law for taxes that are not yet due or are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles; (b) carriers’, warehousemen’s, mechanics’, material men’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or that are being contested in good faith and by appropriate proceedings; (c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to the financing of the purchase of new property in the ordinary course of the Company’s business up to the amount of the purchase price of such property; and (f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property (each of (a) through (f), a “ Permitted Lien ”).

(ii) amend its certificate of incorporation, bylaws or its charter documents so as to materially and adversely affect any rights of the Subscriber (an increase in the amount of authorized shares and an increase in the number of directors will not be deemed adverse to the rights of the Subscribers);

(iii) repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock, preferred stock, or other equity securities other than to the extent permitted or required under the Transaction Documents.

(iv) engage in any transactions with any officer, director, employee or any Affiliate of the Company, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $100,000 other than (i) for payment of salary, or fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company, and (iii) for other employee benefits, including stock option agreements under any stock option plan of the Company; or

(v) prepay or redeem any financing related debt or past due obligations or securities outstanding as of the Closing Date, or past due obligations (except with respect to vendor obligations, any such obligations which in management’s good faith, reasonable judgment must be repaid to avoid disruption of the Company’s businesses.

The Company agrees to provide Subscribers not less than ten (10) days notice prior to becoming obligated to or effectuating a Permitted Lien or Excepted Issuance.

(p) Notices . For so long as the Subscribers hold any Securities, the Company will maintain a United States address and United States fax number for notice purposes under the Transaction Documents.

(q) Transactions With Insiders . For so long as the Subscribers hold any Securities, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement relating to the sale, transfer or assignment of any of the Company’s tangible or intangible assets with any of its Insiders (as defined below)(or any persons who were Insiders at any time during the previous two (2) years), or any Affiliates (as defined below) thereof, or with any individual related by blood, marriage, or adoption to any such individual. Affiliate for purposes of this Section 7(q) means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “Controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity. For purposes hereof, “Insiders” shall mean any officer, director or manager of the Company, including but not limited to the Company’s president, chief executive officer, chief financial officer and chief operations officer, and any of their affiliates or family members.

(r) Blackout. The Company undertakes and covenants that without the consent of the Subscribers, until the end of the Exclusion Period, the Company will not enter into any acquisition, merger, exchange or sale or other transaction or fail to take any action that could have the effect of delaying the effectiveness of any pending registration statement beyond the effective date, or causing an already effective registration statement to no longer be effective or current for a period of forty-five or more days in the aggregate during any three hundred and sixty-five day period.

8. Covenants of the Company Regarding Indemnification.

(a) The Company agrees to indemnify, hold harmless, reimburse and defend the Subscribers, the Subscribers’ officers, directors, agents, Affiliates, members, managers, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Subscribers or any such person which results, arises out of or is based upon (i) any material misrepresentation by Company or breach of any representation or warranty by Company in this Agreement or in any Exhibits or Schedules attached hereto in any Transaction Document, or other agreement delivered pursuant hereto or in connection herewith, now or after the date hereof; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any covenant or undertaking to be performed by the Company hereunder, or any other agreement entered into by the Company and Subscribers relating hereto.

(b) In no event shall the liability of the Subscribers or permitted successor hereunder or under any Transaction Document or other agreement delivered in connection herewith be greater in amount than the dollar amount of the net proceeds actually received by such Subscriber or successor upon the sale of Securities.

9. Additional Post-Closing Obligations .

9.1. Piggy-Back Registrations . If at any time until two years after the Closing Date there is not an effective registration statement covering all of the Securities or the Securities are not saleable under Rule 144, and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities, but excluding Forms S-4 or S-8 and similar forms which do not permit such registration, then the Company shall send to each holder of any of the Securities written notice of such determination and, if within fifteen calendar days after receipt of such notice, any such holder shall so request in writing, the Company shall include in such registration statement all or any part of the Securities such holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights and any cutbacks in accordance with guidance provided by the Securities and Exchange Commission (including, but not limited to, Rule 415). The obligations of the Company under this Section may be waived by any holder of any of the Securities entitled to registration rights under this Section 9.1. The holders whose Securities are included or required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included in such registration statement. Notwithstanding anything to the contrary herein, the registration rights granted hereunder to the holders of Securities shall not be applicable for such times as such Securities may be sold by the holder thereof without restriction pursuant to Section 144(b)(1) of the 1933 Act. In no event shall the liability of any holder of Securities or permitted successor in connection with any Securities included in any such registration statement be greater in amount than the dollar amount of the net proceeds actually received by such Subscriber upon the sale of the Securities sold pursuant to such registration or such lesser amount applicable to other holders of Securities included in such registration statement. All expenses incurred by the

Company in complying with Section 11, including, without limitation, all registration and filing fees, printing expenses (if required), fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the NASD, transfer taxes, and fees of transfer agents and registrars, are called “ Registration Expenses .” All underwriting discounts and selling commissions applicable to the sale of registrable securities are called " Selling Expenses ." The Company will pay all Registration Expenses in connection with the registration statement under Section 11. Selling Expenses in connection with each registration statement under Section 11 shall be borne by the holder and will be apportioned among such holders in proportion to the number of Securities included therein for a holder relative to all the Securities included therein for all selling holders, or as all holders may agree

9.2. Delivery of Unlegended Shares .

(a) Within three (3) business days (such third business day being the “ Unlegended Securities Delivery Date ”) after the business day on which the Company has received (i) a representation that the prospectus delivery requirements, or the requirements of Rule 144, as applicable and if required, have been satisfied, (iii) the original share certificates representing the shares of Common Stock that have been sold, and (iv) in the case of sales under Rule 144, customary representation letters of the Subscriber and, if required, Subscriber’s broker regarding compliance with the requirements of Rule 144, the Company at its expense, (y) shall deliver, and shall cause legal counsel selected by the Company to deliver to its transfer agent (with copies to Subscriber) an appropriate instruction and opinion of such counsel, directing the delivery of shares of Common Stock without any legends including the legend set forth in Section 4(h) above (the “ Unlegended Securities ”); and (z) cause the transmission of the certificates representing the Unlegended Securities together with a legended certificate representing the balance of the submitted Common Stock certificate, if any, to the Subscriber at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Securities Delivery Date.

(b) In lieu of delivering physical certificates representing the Unlegended Securities, upon request of Subscriber, and, if the Company is DTC and/or DWAC eligible, so long as the certificates therefor do not bear a legend and the Subscriber is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Unlegended Securities by crediting the account of Subscriber’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system, if such transfer agent participates in such DWAC system. Such delivery must be made on or before the Unlegended Securities Delivery Date.

(c) The Company understands that a delay in the delivery of the Unlegended Securities pursuant to Section 11 hereof later than the Unlegended Securities Delivery Date could result in economic loss to a Subscriber. As compensation to a Subscriber for such loss, the Company agrees to pay late payment fees (as liquidated damages and not as a penalty) to the Subscriber for late delivery of Unlegended Securities in the amount of $100 per business day after the Delivery Date for each $10,000 of purchase price of the Unlegended Securities subject to the delivery default. If during any 360 day period, the Company fails to deliver Unlegended Securities as required by this Section 9.2 for an aggregate of thirty days, then each Subscriber or assignee

holding Securities subject to such default may, at its option, require the Company to redeem all or any portion of the Securities subject to such default at a price per share equal to the greater of (i) 120%, or (ii) a fraction in which the numerator is the highest closing price of the Common Stock during the aforedescribed thirty day period and the denominator of which is the lowest conversion price during such thirty day period, multiplied by the price paid by Subscriber for such Common Stock (“ Unlegended Redemption Amount ”). The Company shall pay any payments incurred under this Section in immediately available funds upon demand.

(d) In the event a Subscriber shall request delivery of Unlegended Securities as described in Section 10.2 and the Company is required to deliver such Unlegended Securities pursuant to Section 10.2, the Company may not refuse to deliver Unlegended Securities based on any claim that such Subscriber or anyone associated or affiliated with such Subscriber has been engaged in any violation of law, or for any other reason, unless, an injunction or temporary restraining order from a court, on notice, restraining and or enjoining delivery of such Unlegended Securities shall have been sought and obtained by the Company and the Company has posted a surety bond for the benefit of such Subscriber in the amount of 120% of the amount of the aggregate purchase price of the Common Stock which are subject to the injunction or temporary restraining order, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Subscriber to the extent Subscriber obtains judgment in Subscriber’s favor.

(e) In addition to any other rights available to Subscriber, if the Company fails to deliver to a Subscriber Unlegended Securities as required pursuant to this Agreement and after the Unlegended Securities Delivery Date, the Subscriber or a broker on the Subscriber’s behalf, purchases (in an open market transaction or otherwise) shares of common stock to deliver in satisfaction of a sale by such Subscriber of the shares of Common Stock which the Subscriber was entitled to receive from the Company (a " Buy-In "), then the Company shall pay in cash to the Subscriber (in addition to any remedies available to or elected by the Subscriber) the amount by which (A) the Subscriber's total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased exceeds (B) the aggregate purchase price of the shares of Common Stock delivered to the Company for reissuance as Unlegended Securities together with interest thereon at a rate of 15% per annum accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a Subscriber purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase price of shares of Common Stock delivered to the Company for reissuance as Unlegended Securities, the Company shall be required to pay the Subscriber $1,000, plus interest.. The Subscriber shall provide the Company written notice indicating the amounts payable to the Subscriber in respect of the Buy-In.

10. M ost Favored Nations Provision . Other than in connection with Excepted Issuances, if at any time during the six (6) months following the Closing, the Company shall agree to or issue any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Per Share Purchase Price in effect at such time (the “ Lower Price Issuance ”), without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to the

Subscribers respecting those Securities that are then still owned by the Subscribers at the time of the Lower Price Issuance so that the Per Share Purchase Price of the Securities purchased and owned by the Subscribers on the date of the Lower Price Issuance is equal to such other lower price per share. The Per Share Purchase Price of the Securities shall be calculated separately for each of the Subscribers. The delivery to each Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Subscriber is granted the registration rights described in Section 10 hereof in connection with such additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Per Share Purchase Price in effect upon such issuance. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.0001 per share of Common Stock. The rights of Subscriber set forth in this Section 10 are in addition to any other rights the Subscriber has pursuant to this Agreement, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which Subscriber and Company are parties.

For the purpose of this Agreement, the term “ Excepted Issuance ” includes: (i) issuances of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee directors established for such purpose, (ii) transactions with strategic industry or operating partners of the Company involving the issuance of Common Stock or securities convertible into Common Stock, or upon the exercise of warrants related to the deal terms of the foregoing, or (iii) issuance of restricted stock, stock options or warrants to employees, officers or directors pursuant to compensation arrangements approved by the Company’s Board of Directors.

11. No Manipulation of Price and Trading Activities . Each Subscriber agrees that it will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company, including selling the Securities purchased herein or any shares of Common Stock within thirty (30) days of the one-year anniversary of the Closing Date as to cause an adjustment of the exercise price of the Warrant as described in Section 3.4 of the Warrant.

12. Miscellaneous .

(a) 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:

If to the Company, to:

New Image Concepts, Inc.

Attn: Andy Kinard

1691 Michigan Avenue, Suite 425

Miami Beach, Florida 33193

facsimile: (305) 521-0201

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

Anslow & Jaclin LLP

Attn: Eric Stein, Esq.

195 Route 9 South, Suite 204

Manalapan, NJ 07726

facsimile: (732) 577-1188

If to the Subscribers:

To each of the addresses and facsimile numbers listed on the signature pages of this Agreement

(b) Entire Agreement; Assignment . This Agreement and other documents delivered in connection herewith represent the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by both parties. Neither the Company nor the Subscriber has relied on any representations not contained or referred to in this Agreement and the documents delivered herewith. No right or obligation of the Company shall be assigned without prior notice to and the written consent of the Subscribers.

(c) Counterparts/Execution . This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This Agreement may be executed by facsimile signature and delivered by electronic transmission.

(d) Law Governing this Agreement . This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York. The parties to this Agreement 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 executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. 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 Agreement 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 Agreement or any other Transaction Document 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 Agreement 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.

(e) Specific Enforcement, Consent to Jurisdiction . The Company and Subscribers acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which any of them may be entitled by law or equity. Subject to Section 13(d) hereof, the Company hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction in New York of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.

(f) Damages . In the event the Subscriber is entitled to receive any liquidated damages pursuant to the Transactions Documents, the Subscriber may elect to receive the greater of actual damages or such liquidated damages.

(g) Maximum Payments . Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Subscriber and thus refunded to the Company.

(h) Calendar Days . All references to “days” in the Transaction Documents shall mean calendar days unless otherwise stated. The terms “business days” and “trading days” shall mean days that the New York Stock Exchange is open for trading for three or more hours. Time periods shall be determined as if the relevant action, calculation or time period were occurring in New York City. Any deadline that falls on a non-business day in any of the Transaction Documents shall be automatically extended to the next business day and interest, if any, shall be calculated and payable through such extended period.

(i) Captions: Certain Definitions . The captions of the various sections and paragraphs of this Agreement have been inserted only for the purposes of convenience; such captions are not a part of this Agreement and shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions of this Agreement. As used in this Agreement the term “ person ” shall mean and include an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and a government or any department or agency thereof.

(j) Severability . In the event that any term or provision of this Agreement shall be finally determined to be superseded, invalid, illegal or otherwise unenforceable pursuant to applicable law by an authority having jurisdiction and venue, that determination shall not impair or otherwise affect the validity, legality or enforceability: (i) by or before that authority of the remaining terms and provisions of this Agreement, which shall be enforced as if the unenforceable term or provision were deleted, or (ii) by or before any other authority of any of the terms and provisions of this Agreement.

(k) Successor Laws . References in the Transaction Documents to laws, rules, regulations and forms shall also include successors to and functionally equivalent replacements of such laws, rules, regulations and forms. A successor rule to Rule 144(b)(1)(i) shall include any rule that would be available to a non-Affiliate of the Company for the sale of Common Stock not subject to volume restrictions and after a six month holding period.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us.

NEW IMAGE CONCEPTS, INC.

a Nevada corporation

By:_________________________________

Name:

Title:

Dated:

SUBSCRIBER	PURCHASE PRICE	NUMBER OF SHARES
________________________________________ By: Title:

LIST OF EXHIBITS AND SCHEDULES

Schedule 5(a)	Subsidiaries
Schedule 5(d)	Additional Issuances / Capitalization
Schedule 5(n)	Undisclosed Liabilities
Schedule 5(p)	Financial Institutions
Schedule 5(w)	Transfer Agent
Schedule 7(e)	Use of Proceeds
Schedule 9(l)	Intellectual Property

Schedule 5(a)

SUBSIDIARIES

1.	ECHARGING STATIONS LLC – 100% owned by CarCharging, Inc

2.	CAR CHARGING HOLDINGS LLC – 100% owned by CarCharging, Inc

Schedule 5(d)

Car Charging, Inc

Gravity Capital Partners, Ltd.	600 Shares	60% Ownership
Herb Hersey	280 Shares	28% Ownership
Jonathon Honig	120 Shares	12% Ownership


ECharging Stations LLC

Car Charging, Inc.	Membership Interests	100% Ownership

Car Charging Holdings LLC

Car Charging, Inc.	Membership Interests	100% Ownership

Schedule 5(n)

Undisclosed Liabilities

None.

Schedule 5(p)

Car Charging Inc.

Bank of America

1414 Alton Road

Miami Beach, FL 33139

Acct #229031159633

Acct #229031159646

Acct #229031159659

ECharging Stations LLC

Bank of America

1414 Alton Road

Miami Beach, FL 33139

Acct #229031257920

Schedule 5(w)

Holladay Stock Transfer

2939 N. 67 Place

Suite C

Scottsdale, AZ 85251

Schedule 7(e)

As described in 7(e) of the subscription agreement, the use of proceeds for this offering will be for expenses of the Offering, and general working capital.

Schedule 9(l)

Intellectual Property

None.

Nevada	333-149784	[●]
(State or other jurisdiction Identification No.)	(Commission File Number)	(IRS Employer Identification No.)

Name of Beneficial Owner	Number of Common Shares Owned	Number of Series A Preferred Shares	Number of Warrants Owned	Percentage of Class of Common Stock (2)	Percent of Voting Class (3)
Richard Adeline (1)	0	0	0	0%	0.00%
Andy Kinard (1)	0	0	0	0%	0.00%
Michael Bernstein (1)	0	0	0	0%	0.00%
Gravity Capital Partners, Ltd.	30,000,000	6,000,000	0	41.19%	48.85%
Herb Hersey	14,000,000	2,800,000	0	19.22%	22.79%
Jonathan Honig	6,000,000	1,200,000	0	8.24%	9.77%
Barry Honig (4)	4,083,333	0	833,333	5.60%	3.32%

		New Image Concepts, Inc.

		/s/ Andy Kinard
		Andy Kinard President

		/s/ Richard Adeline
		Richard Adeline Chief Financial Officer

Filed in the office of /s/ Ross Miller Ross Miller Secretary of State State of Nevada	Document Number 2009845274-01
	Filing Date and Time 12/08/2008 4:46 PM
	Entity Number E0731622006-8

Date of Conversion:

Number of Preferred Shares to be converted:

Please confirm the following information:

Number of shares of Common Stock
to be issued:

Name	Age	Principal Positions With Us
Andy Kinard	44	President, Director
Richard Adeline	65	Chief Financial Officer, Treasurer, Director
Michael Bernstein	40	Director, General Counsel

Name	Age	Principal Positions With Us
Andy Kinard*	44	President
Richard Adeline*	65	Chief Financial Officer, Treasurer

Exhibit Number		Description
2.1		Share Exchange Agreement by and among New Image Concepts, Inc. and Car Charging, Inc.
3.1		Amendment to Certificate of Incorporation changing name to Car Charging, Inc., increasing the number of preferred shares authorized to 20,000,000 shares, filed with the Secretary of State of the State of Nevada on December 7, 2009
3.2		Certificate of Designation designating the rights of the Series A Convertible Preferred Shares
4.1		Subscription Agreement
4.2		Form of Warrant

Account Number:
(if electronic book entry transfer):
Transaction Code Number
(if electronic book entry transfer):
Participant Code:

	NEW IMAGE CONCEPTS, INC. By: _______________________________ Name:

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



	(Address)

Dated: ______________, ___________
Signed in the presence of:		(Signature must conform to name of holder as specified on the face of the warrant)
(Name)
		(address)

ACCEPTED AND AGREED: [TRANSFEREE]

		(address)
(Name)