CHICAGO DEPARTMENT OF TRANSPORTATION CITY OF CHICAGO

Exhibit 10.4

CHICAGO DEPARTMENT OF TRANSPORTATION

CITY OF CHICAGO

March 1, 2013

Xxxx Xxxxxx

DLA Xxxxx

000 Xxxxx Xxx., Xxxxx 0000

Seattle, WA 98104

Re:  First Amended and Restated Grant Agreement Between the City of Chicago ("City") and 350Green, LLC ("350Green")

Dear Xx. Xxxxxx:

You have notified the City's Department of Transportation (CDOT) of your client 350Green's intent to transfer the ownership of 350Green to Car Charging Group, Inc. ("CCG"). CDOT approves this change in ownership, and will not consider it an Event of Default under Sec. 8.1(G) of the Grant Agreement.

As you know, 350Green is in default of the Grant Agreement. (See Notice of Default of June 14, 2012). This approval in change of ownership does not cure or obviate 350Green's events of default under the Grant Agreement in any way. In order for CCG to acquire 350Green's interests under the Grant Agreement free from default, the City will need to amend the Agreement pursuant to Sec. 9.4(B).

Very trul yours,

/s/ Xxxx Xxxxx

Xxxx Xxxxx

Commissioner

Chicago Department of Transportation

cc:  Xxx X. Xxxxxx Office of the General Counsel CarCharging, Inc. 0000 Xxxxxxxx Xxx., Xxxxx 000 Xxxxx Xxxxx, XX 00000

00 XXXXX XXXXXXX XXXXXX, XXXXX 0000, XXXXXXX, XXXXXXXX 00000