Exhibit 10.2


 


 


 


LIMITED WAIVER


 


This
LIMITED WAIVER (this “Waiver”) dated as of November 10, 2022, is by and between Helbiz, Inc. (the “Company”)
and YA II PN, Ltd. (the “Holder”). Each of the Company and the Holder shall be referred to collectively as the “Parties”
and individually as a “Party.”


 


W I T N E S S E T
H:


 


WHEREAS,
pursuant to the terms of a certain Securities Purchase Agreement, dated April 15, 2022 (the “SPA-2"), executed by and
between the Parties, (i) on April 15, 2022, the Company issued to the Holder a convertible debenture in the principal amount of $6,000,000
(as amended, “Debenture No. HLBZ-4”) and (ii) on May 27, 2022, the Company issued to the Holder a convertible debenture
in the principal amount of $4,000,000 (as amended, “Debenture No. HLBZ-5” and together with Debenture No. HLBZ-4,
the “SPA-2 Debentures”);


 


WHEREAS,
pursuant to the terms of a certain Securities Purchase Agreement, dated August 9, 2022 (the “SPA-3"), executed by and
between the Parties, on August 9, 2022, the Company issued to the Holder a convertible debenture in the principal amount of $3,000,000
(as amended, the “SPA-3 Debenture”);


 


WHEREAS,
pursuant to the terms of a certain Securities Purchase Agreement, dated August 23, 2022 (the “SPA-4"), executed by
and between the Parties, (i) on August 23, 2022, the Company issued to the Holder a convertible debenture in the principal amount of
$5,000,000 (as amended, “Debenture No. HLBZ-7”), (ii) on September 9, 2022, the Company issued to the Holder a convertible
debenture in the principal amount of $2,500,000 (as amended, “Debenture No. HLBZ-8”), and (ii) on September 16, 2023,
the Company issued to the Holder a convertible debenture in the principal amount of $2,500,000 (as amended, “Debenture No. HLBZ-9”
and together with Debenture No. HLBZ-7 and Debenture No. HLBZ-8, the “SPA-4 Debentures,” and together with the SPA-2
Debentures and the SPA-3 Debentures, the “Debentures”);


 


WHEREAS,
pursuant to the terms of a certain Standby Equity Purchase Agreement, dated October 31, 2022 (the “SEPA"), executed
by and between the Parties, upon the terms and subject to the conditions contained in the SEPA, the Company shall have the right, by
delivering an Advance Notice (as defined in the SEPA) to the Holder, to issue and sell to the Holder, from time to time as provided therein,
and the Holder shall purchase from the Company, up to $13.9 million of the shares of the Company’s class A common stock, par value
$0.00001 per share (the “Common Stock”), provided that, in certain circumstances, the proceeds derived from the SEPA
shall be used to repay amounts owed under the Debentures;


 


WHEREAS,
the Debentures each contain, in Section 1(c), a provision stating that after a Triggering Date, the Company would be required to make
certain monthly payments to the Holder (the “Monthly Payments”); and


WHEREAS,
the Holder has concluded that it is in its best interest to waive certain Monthly Payments that may have been, or may become, due to
it under the Debentures, and waive the use of proceeds restriction in the SEPA, on the terms and conditions set forth herein;


 






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NOW,
THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, each of the parties agree with the others as follows:


 


1.Capitalized
terms used herein and not otherwise defined herein shall have the meaning assigned to them in the Debentures.


2.The
Holder hereby waives the restrictions on the use of proceeds contained in Section 2.01(a)(iii) of the SEPA, solely with respect to (i)
the Advance Notice delivered to the Holder on November 7, 2022 and (ii) up to three additional Advance Notices the Company may deliver
to the Investor in accordance with the SEPA between the date hereof and December 31, 2022, provided that at least seven Trading Days
have elapsed since the closing of the issuance and sale of the Common Stock in respect of the prior Advance Notice, in each case, provided
that the Company has complied with all the terms and conditions of this Waiver.


3.On
the date hereof, the Company, the Holder, and Ortoli Rosenstadt LLP (the “Escrow Agent”) shall enter into an escrow
agreement in the form of Exhibit A attached hereto (the “Escrow Agreement”). In respect of each Advance Notice delivered
to the Holder, the Holder shall deposit up to $25,000 of the proceeds to be paid to the Company (or such other amount as may be agreed
by the parties) with the Escrow Agent, which funds, once deposited, shall be held and released in pursuant to the terms and conditions
of the Escrow Agreement.


4.The
Floor Price in respect of the SPA-2 Debentures shall hereby be reduced to $0.15 per share.


5.The
Holder hereby waives, solely with respect to the SPA-3 Debentures and the SPA-4 Debentures, from the date of issuance of each such Debenture
through January 15, 2023, any and all Monthly Payments that may have been, or that may become, due to the Holder solely as the result
of Section 1(c) (Triggering Event) of the SPA-3 Debentures and the SPA-4 Debentures. The Holder notes that this Waiver does not waive
any principal, interest or other amounts otherwise due under any of the Debentures.


6.On
the date hereof, the Company shall grant a general security interest over all of the assets of the Company to secure the obligations
of the Company under the Debentures and shall execute and deliver to the Investor a security agreement in the form of Exhibit B attached
hereto.


7.Except
as herein modified, each of the Debentures remain in full force and effect and shall not otherwise be affected by this Waiver.


8.Further
Assurances. Each Party hereto, without additional consideration, shall cooperate, shall take such further action and shall execute
and deliver such further documents as may be reasonably requested by the other Party hereto in order to carry out the provisions and
purposes of this Amendment.






    	  





    	 



    

9.Counterparts.
This Waiver may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such facsimile or “.pdf” signature page was an original thereof.


10.Waiver.
Neither any failure nor any delay by any party in exercising any right, power or privilege under this Waiver or any of the documents
or agreements referred to in this Waiver will operate as a waiver of such right, power or privilege, and no single or partial exercise
of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege.


11.Severability.
The invalidity or unenforceability of any provisions of this Waiver pursuant to any applicable law shall not affect the validity of the
remaining provisions hereof, but this Wavier shall be construed as if not containing the provision held invalid or unenforceable in the
jurisdiction in which so held, and the remaining provisions of this Amendment shall remain in full force and effect. If the Wavier may
not be effectively construed as if not containing the provision held invalid or unenforceable, then the provision contained herein that
is held invalid or unenforceable shall be reformed so that it meets such requirements as to make it valid or enforceable.


12.Governing
Law. This Amendment shall be governed by and construed according to the laws of the State of New York, without regard to the conflict
of laws provisions thereof. Any dispute arising under or in relation to this Amendment shall be resolved exclusively in the competent
federal or state court sitting in the City of New York, Borough of Manhattan, and each of the parties hereby submits irrevocably to the
jurisdiction of such court.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Wavier to be duly executed as of the day and year first above written.


 





	 	Company:
	 	 
	 	HELBIZ, INC
	 	 
	 	By: Salvatore Palella
	 	Name: Salvatore Palella
	 	Title: Chief Executive Office
	 	 
	 	YA II PN, LTD.
	 	 
	 	 By:      Yorkville Advisors Global, LP 
	 	Its:      
    Investment Manager
	 	 
	 	 By:  Yorkville Advisors Global II, LLC
	 	
    Its:   General Partner 
	 	 
	 	By: /s/ Matt Beckman
	 	Name:       Matt Beckman
	 	Title:         Member 



 


 


 


 


 


 




    	  





    	 



    


EXHIBIT A


 


FORM OF ESCROW AGREEMENT


 


 


 




    	 



    	 



    

EXHIBIT B


 


FORM OF SECURITY
AGREEMENT