Exhibit 10.1


 


SUBSCRIPTION AGREEMENT


 


This
SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [   ],
2021, by and between GreenVision Acquisition Corp., a Delaware corporation (the “Company”), Helbiz, Inc., a
Delaware corporation (“Helbiz”), and the undersigned subscriber (“Subscriber”).


 


WHEREAS, concurrently
with the execution of this Subscription Agreement, the Company is entering into a Merger Agreement and Plan of Reorganization with
Helbiz, Inc., a Delaware corporation (“Helbiz”), GreenVision Merger Sub, Inc., a Delaware corporation, and the
other parties thereto, providing for the combination of the Company and Helbiz (the “Merger Agreement” and the
transactions contemplated by the Merger Agreement, the “Transaction”);


 


WHEREAS, in connection
with the Transaction, Subscriber desires to subscribe for and purchase from the Company, immediately prior to the consummation
of the Transaction, that number of units set forth on the signature page hereto (the “Subscribed Units”), with
each Subscribed Unit consisting of one share (a “Subscribed Share”) of the Company’s common stock, par
value $0.00001 per share (the “Common Stock”) and one warrant (a “Subscribed Warrant” and together
with the Subscribed Shares and the Subscribed Units, the “Subscribed Securities”) to purchase a share of Common
Stock (a “Warrant Share”) at an exercise price of $11.50. The Subscriber acknowledges that effective with the
consummation of the Transaction that the Company may amend its Certificate of Incorporation to effect a change in the classification
of its authorized shares of capital stock and upon the effectiveness of such amendment, that the outstanding shares of the Common
Stock of the Company may be characterized as “Class A Common Stock”, par value $0.00001 per share; however, other than
such change in the name of the Common Stock the shares of Class A Common Stock of the Company shall be equivalent in all respects
to the Common Stock of the Company. The Subscribed Units shall be purchased for a purchase price of $10.00 per Subscribed Unit
(the “Per Unit Price” and the aggregate of such Per Unit Price for all Subscribed Units being referred to herein
as the “Purchase Price”), and the Company desires to issue and sell to Subscriber the Subscribed Units in consideration
of the payment of the Purchase Price by or on behalf of Subscriber to the Company;


 


WHEREAS,
concurrently with the execution of this Subscription Agreement, the Company is entering into subscription agreements (the “Other
Subscription Agreements” and together with this Subscription Agreement, the “Subscription Agreements”)
with certain other investors (the “Other Subscribers” and together with Subscriber, the “Subscribers”)
substantially similar to this Subscription Agreement, pursuant to which such investors have agreed to purchase on the closing date
of the Transaction (the “Closing Date”), inclusive of the Subscribed Units, an aggregate amount of up to [  
] shares of Common Stock, at the Per Unit Price (the units of the Other
Subscribers, the “Other Subscribed Units” and together with the Subscribed Units, the “Collective Subscribed
Units”); and 


 


WHEREAS, concurrently
with the execution of this Subscription Agreement, the Company, Helbiz and the Subscriber are entering into an escrow agreement
(the “Escrow Agreement”) with Ortoli Rosenstadt LLP as the escrow agent (the “Escrow Agent”)
pursuant to which the Subscriber will place the Purchase Price into escrow with the Escrow Agent to be released to the Company
upon the closing of the Transaction.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein
contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:


 


1. Subscription. Subject
to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby agrees to subscribe for and purchase,
and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Subscribed Units (such
subscription and issuance, the “Subscription”).


 


2.
Closing.


 


  a.   The consummation
of the Subscription contemplated hereby (the “Closing”) shall occur on the Closing Date immediately prior to
the consummation of the Transaction and is contingent upon the subsequent occurrence of the closing of the Transaction.


 






     


     


    

 


  b.   At least
five (5) Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing
Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price
to the Escrow Agent. No later than two (2) Business Days after receiving the Closing Notice, Subscriber shall deliver to the Company
such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Units to Subscriber.
Subscriber shall deliver to the Escrow Agent, not later than 5:00 p.m. (Eastern Time) on the date that is two (2) Business Days
immediately preceding the anticipated Closing Date set forth in the Closing Notice, the Purchase Price in United States dollars
in immediately available funds via wire transfer to the account specified in the Closing Notice, to be held in escrow until the
Closing. On the Closing Date the Company will deliver to Subscriber: (i) the Subscribed Shares in book entry form, free and clear
of any liens or other restrictions (other than those arising under this Subscription Agreement or state or federal securities laws),
in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber,
as applicable (at which point the Purchase Price shall be released from escrow automatically and without further action by the
Company or Subscriber), (ii) a written record from the Company or its transfer agent evidencing the issuance to Subscriber
of the Subscribed Shares on and as of the Closing Date, and (iii) certificates representing the Subscribed Warrants. For the purposes
of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or a day on which
the Federal Reserve Bank of New York is closed.


 


  c.   The Closing
shall be subject to the satisfaction or valid waiver by the Company, on the one hand, or Subscriber, on the other, of the conditions
that, on the Closing Date:


 


(i)  no
suspension of the qualification of the Subscribed Shares for offering or sale or of the Common Stock of the Company for trading
in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;


 


(ii)  all
conditions precedent to the closing of the Transaction set forth in the Merger Agreement, including all necessary approval of the
Company’s stockholders and regulatory approvals, if any, shall have been satisfied or waived by the appropriate party thereto,
and the closing of the Transaction shall be scheduled to occur concurrently with or immediately following the Closing; and


 


(iii)  no
governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation
(whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions
contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; and no
such governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or
prohibition.


 


  d.   The obligation
of the Company to consummate the Closing shall be subject to the satisfaction or valid waiver by the Company of the additional
conditions that, on the Closing Date:


 


(i)  all
representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material
respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect
(as defined below), which representations and warranties shall be true in all respects) at and as of the Closing Date (except to
the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation
and warranty shall be true and correct in all material respects (other than representations and warranties that are qualified as
to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true in all respects) as of
such earlier date); and


 


(ii)  Subscriber
shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by
this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing.


 






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  e.   The obligation
of Subscriber to consummate the Closing shall be subject to the satisfaction or valid waiver by Subscriber of the additional conditions
that, on the Closing Date:


 


(i)  all
representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material
respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as
defined below), which representations and warranties shall be true in all respects) at and as of the Closing Date (except to the
extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and
warranty shall be true and correct as of such earlier date);


 


(ii)  the
Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required
by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and


 


(iii)  there
shall have been no amendment, waiver or modification to the Merger Agreement that materially and adversely affects the Company,
including any amendment or waiver of any representation or covenant of the Company or Helbiz relating to the financial position
or outstanding indebtedness of the Company or Helbiz.


 


  f.   Prior to
or at the Closing, Subscriber shall deliver to the Company a duly completed and executed Internal Revenue Service Form W-9 or appropriate
Form W-8.


 


3. Company
Representations and Warranties. The Company represents and warrants to Subscriber that:


 


  a.   The Company
(i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, (ii) has the
requisite power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted and
to enter into and perform its obligations under this Subscription Agreement, and (iii) is duly licensed or qualified to conduct
its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation)
in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, except,
with respect to the foregoing clause (iii), where the failure to be in good standing would not reasonably be expected to have a
Company Material Adverse Effect. For purposes of this Subscription Agreement, a “Company Material Adverse Effect”
means an event, change, development, occurrence, condition or effect with respect to the Company and its subsidiaries, taken together
as a whole (on a consolidated basis), that, individually or in the aggregate, has a material adverse effect on (i) the business,
financial condition or results of operations of the Company and its subsidiaries, taken together as a whole (on a consolidated
basis) or (ii) the Company’s ability to timely consummate the transactions contemplated hereby, including the issuance and
sale of the Subscribed Securities.


 


  b.   Each of
the Subscribed Securities have been duly authorized and, when issued and delivered to Subscriber against full payment therefor
in accordance with the terms of this Subscription Agreement, will be validly issued, fully paid and non-assessable and will not
have been issued in violation of any preemptive rights created under the Company’s organizational documents or the laws of
its jurisdiction of incorporation. The Warrant Shares have been duly authorized and, when issued in accordance with the terms of
the Subscribed Warrants will be validly issued, fully paid and non-assessable and will not have been issued in violation of any
preemptive rights created under the Company’s organizational documents or the laws of its jurisdiction of incorporation.


 


  c.   Each of
this Subscription Agreement and the Escrow Agreement has been duly authorized, executed and delivered by the Company, and assuming
the due authorization, execution and delivery of the same by Subscriber, each shall constitute the valid and legally binding obligation
of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of
equitable remedies.


 






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d.  The
execution and delivery of this Subscription Agreement, the issuance and sale of the Subscribed Securities and the compliance by
the Company with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein
will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under,
or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant
to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to
which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject;
(ii) the organizational documents of the Company; or (iii) any statute or any judgment, order, rule or regulation of any court
or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties that, in the
case of clauses (i) and (iii), would reasonably be expected to have a Company Material Adverse Effect.


 


  e.   Assuming
the accuracy of the representations and warranties of Subscriber, the Company is not required to obtain any consent, waiver, authorization
or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental
authority, self-regulatory organization (including The Nasdaq Capital Market) or other person in connection with the execution,
delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Subscribed Securities),
other than (i) filings required by applicable state securities laws, (ii) the filing of the Registration Statement pursuant to Section
5 below, (iii) the filing of a Notice of Exempt Offering of Securities on Form D with the United States Securities and
Exchange Commission (“Commission”) under Regulation D of the Securities Act of 1933, as amended (the “Securities
Act”), if applicable, (iv) those required by The Nasdaq Capital Market, including with respect to obtaining shareholder
approval, (v) those required to consummate the Transaction as provided under the Merger Agreement, (vi) the filing of notification(s)
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, if applicable, and (vii) those the failure of which to obtain would
not be reasonably likely to have a Company Material Adverse Effect.


 


f.  As
of their respective dates, all reports required to be filed by the Company with the Commission (the “SEC Reports”)
complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, and none of the
SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable
accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing
and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results
of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit
adjustments. A copy of each SEC Report is available to each Subscriber via the Commission’s EDGAR system. The Company has
timely filed each report, statement, schedule, prospectus, and registration statement that the Company was required to file with
the Commission since its initial registration of the Common Stock with the Commission. To the knowledge of the Company, there are
no material outstanding or unresolved comments in comment letters from the staff of the Division of Corporation Finance of the
Commission with respect to any of the SEC Reports as of the date hereof.


 


  g.   As of the
date hereof, the authorized share capital of the Company consists of 300,000,000 shares of Common Stock and 100,000,000 preferred
shares, par value $0.00001 per share (“Preferred Shares”). As of the Closing Date (and immediately after the
consummation of the Transaction), the authorized share capital of the Company will consist of 300,000,000 shares of Common Stock
and 100,000,000 Preferred Shares. As of the date hereof and immediately prior to the Closing and prior to giving effect to the
Transaction: (i) 7,187,500 shares of Common Stock and no Preferred Shares were issued and outstanding; (ii) 8,137,500 warrants,
each exercisable to purchase a share of Common Stock at $11.50 per full share (the “Warrants”), were issued
and outstanding; (iii) 250,000 warrants, each exercisable to purchase a share of Common Stock held by I-Bankers Securities, Inc.
(the “Underwriter Warrants”); and (iv) rights to acquire an aggregate of 575,000 shares of Common Stock (the
“Rights”) are issued and outstanding. All (i) issued and outstanding Common Stock has been duly authorized and
validly issued, is fully paid and non-assessable and is not subject to preemptive rights and (ii) outstanding Warrants, Underwriter
Warrants and Rights have been duly authorized and validly issued, are fully paid and are not subject to preemptive rights. As of
the date hereof, except as set forth above and pursuant to (i) the Other Subscription Agreements, or (ii) the Merger Agreement,
there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company any Common Stock
or other equity interests in the Company (collectively, “Equity Interests”) or securities convertible into or
exchangeable or exercisable for Equity Interests. As of the date hereof, the Company has no subsidiaries other than GreenVision
Merger Sub, Inc. and does not own, directly or indirectly, interests or investments (whether equity or debt) in any other person,
whether incorporated or unincorporated.


 



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  h.   Except for
such matters as have not had and would not be reasonably likely to have a Company Material Adverse Effect, including the issuance
and sale of the Subscribed Securities, as of the date hereof, there is no (i) suit, action, proceeding or arbitration before a
governmental authority or arbitrator pending, or, to the knowledge of the Company, threatened in writing against the Company or
(ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator outstanding against the Company.


 


  i.   The issued
and outstanding shares of Common Stock are registered pursuant to Section 12(b) of the Exchange Act, and are listed for trading
on The Nasdaq Capital Market under the symbol “GRNV” There is no suit, action, proceeding or investigation pending
or, to the knowledge of the Company, threatened against the Company by The Nasdaq Capital Market or the Commission with respect
to any intention by such entity to deregister the shares of Common Stock or prohibit or terminate the listing of the shares of
Common Stock on The Nasdaq Capital Market. The Company has taken no action that is designed to terminate the registration of the
shares of Common Stock under the Exchange Act.


 


j.  Upon
consummation of the Transaction, the issued and outstanding shares of Common Stock will continue to be registered pursuant to Section
12(b) of the Exchange Act and will be listed for trading on The Nasdaq Capital Market.


 


k.  Assuming
the accuracy of Subscriber’s representations and warranties set forth in Section 4 of this Subscription
Agreement, no registration under the Securities Act is required for the offer and sale of the Subscribed Securities by the Company
to Subscriber and, when issued pursuant to the terms of the Subscribed Warrants, the Warrant Shares.


 


l.  Neither
the Company nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising
(within the meaning of Regulation D) in connection with any offer or sale of the Subscribed Securities.


 


m.  Except
for such matters as have not had a Company Material Adverse Effect, the Company is, and has been since its inception, in compliance
with all state and federal laws applicable to the conduct of its business. The Company has not received any written, or to its
knowledge, other communication from a governmental entity that alleges that the Company is not in compliance with or is in default
or violation of any applicable law, except where such non-compliance, default or violation would not be reasonably likely to have,
individually or in the aggregate, a Company Material Adverse Effect.


 


n.  The
Company has not entered into any side letter or similar agreement with any Other Subscriber or any other investor in connection
with such Other Subscriber’s direct or indirect investment in the Company other than the Other Subscription Agreements and
any joinders to Convertible Notes (as defined in the Merger Agreement). The Other Subscription Agreements reflect the same Per
Unit Price and other terms with respect to the purchase of the Common Stock that are no more favorable to such Other Subscriber
thereunder than the terms of this Subscription Agreement. and they shall not be amended after the date hereof to provide for terms
with respect to the purchase of the Common Stock that are more favorable to such Other Subscriber thereunder than the terms of
this Subscription Agreement, unless such terms are also offered to the Subscriber.


 


  o.   The Company
acknowledges and agrees that, notwithstanding anything herein to the contrary, the Subscribed Shares may be pledged by Subscriber
in connection with a bona fide margin agreement, provided such pledge shall be (i) pursuant to an available exemption from
the registration requirements of the Securities Act or (ii) pursuant to, and in accordance with, a registration statement
that is effective under the Securities Act at the time of such pledge, and Subscriber effecting a pledge of Subscribed Shares shall
not be required to provide the Company with any notice thereof; provided, however, that neither the Company or their counsel shall
be required to take any action (or refrain from taking any action) in connection with any such pledge, other than providing any
such lender of such margin agreement with an acknowledgment that the Subscribed Shares are not subject to any contractual prohibition
on pledging or lock up, the form of such acknowledgment to be subject to review and comment by the Company in all respects.


 






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  p.   The Company
is not, and immediately after receipt of payment for the Subscribed Securities, will not be, an “investment company”
within the meaning of the Investment Company Act of 1940, as amended.


 


4. Subscriber
Representations and Warranties. Subscriber represents and warrants to the Company that:


 


a.  Subscriber
(i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization
(as applicable), and (ii) has the requisite power and authority to enter into and perform its obligations under this Subscription
Agreement.


 


b.  Each
of this Subscription Agreement and the Escrow Agreement has been duly executed and delivered by Subscriber, and assuming the due
authorization, execution and delivery of the same by the Company, each shall constitute the valid and legally binding obligation
of Subscriber, enforceable against Subscriber in accordance with its respective terms, except as such enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of
equitable remedies.


 


c.  The
execution and delivery of this Subscription Agreement, the purchase of the Subscribed Securities and the Warrant Shares (when purchased
in accordance with the terms of the Subscribed Warrants) and the compliance by Subscriber with all of the provisions of this Subscription
Agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation
of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge
or encumbrance upon any of the property or assets of Subscriber pursuant to the terms of (i) any indenture, mortgage, deed of trust,
loan agreement, lease, license or other agreement or instrument to which Subscriber is a party or by which Subscriber is bound
or to which any of the property or assets of Subscriber is subject; (ii) the organizational documents of Subscriber; or (iii) any
statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction
over Subscriber or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a Subscriber
Material Adverse Effect. For purposes of this Subscription Agreement, a “Subscriber Material Adverse Effect”
means an event, change, development, occurrence, condition or effect with respect to Subscriber that would reasonably be expected
to have a material adverse effect on Subscriber’s ability to consummate the transactions contemplated hereby, including the
purchase of the Subscribed Securities.


 


d.  Subscriber
(i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited
investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on
Annex A, (ii) is acquiring the Subscribed Securities only for its own account and not for the account of others, or if Subscriber
is subscribing for the Subscribed Securities as a fiduciary or agent for one or more investor accounts, each owner of such account
is a “qualified institutional buyer” or an “accredited investor” and Subscriber has full investment discretion
with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements
herein on behalf of each owner of each such account, and (iii) is not acquiring the Subscribed Securities with a view to, or for
offer or sale in connection with, any distribution thereof in violation of the Securities Act (and has provided the Company with
the requested information on Annex A following the signature page hereto). Subscriber is not an entity formed for the specific
purpose of acquiring the Subscribed Securities.


 


e.  Subscriber
understands that the Subscribed Securities are being offered in a transaction not involving any public offering within the meaning
of the Securities Act and that the Subscribed Securities have not been registered under the Securities Act or any state securities
law in reliance on the availability of an exemption from such registration. Subscriber understands that none of the Subscribed
Securities or the Warrant Shares may be resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective
registration statement under the Securities Act, except (i) to the Company or a subsidiary thereof, or (ii) pursuant to an applicable
exemption from the registration requirements of the Securities Act, and, in each of cases (i) and (ii), in accordance with any
applicable securities laws of the states and other jurisdictions of the United States, and that any book entry positions (or certificates,
if applicable) representing the Subscribed Shares or Warrant Shares shall contain a restrictive legend to such effect. Subscriber
acknowledges and agrees that the Subscribed Securities will be subject to these securities law transfer restrictions and, as a
result of these transfer restrictions, Subscriber may not be able to readily offer, resell, transfer, pledge or otherwise dispose
of the Subscribed Securities and may be required to bear the financial risk of an investment in the Subscribed Securities for an
indefinite period of time. Subscriber acknowledges and agrees that the Subscribed Securities will not immediately be eligible for
offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act, and that the provisions
of Rule 144(i) will apply to the Subscribed Securities. Subscriber understands that it has been advised to consult legal counsel
prior to making any offer, resale, transfer, pledge or other disposition of any of the Subscribed Securities.






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f.  Subscriber
understands and agrees that Subscriber is purchasing the Subscribed Securities directly from the Company. Subscriber further acknowledges
that there have not been, and Subscriber hereby agrees that it is not relying on, any representations, warranties, covenants or
agreements made to Subscriber by the Company, the Placement Agent (as defined below), any other party to the Transaction or any
other person or entity, expressly or by implication, or any control persons, officers, directors, employees, partners, agents or
representatives of any of the foregoing other than those representations, warranties, covenants and agreements of the Company set
forth in this Subscription Agreement. Subscriber acknowledges that certain information provided by the Company was based on projections,
and such projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety
of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially
from those contained in the projections.


 


g.  In
making its decision to purchase the Subscribed Securities, Subscriber has relied solely upon independent investigation made by
Subscriber. Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order
to make an investment decision with respect to the Subscribed Securities, including with respect to the Company and the Transaction
(including Helbiz and its subsidiaries (collectively, the “Acquired Companies”)). Subscriber represents and
agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions,
receive such answers and obtain such information as Subscriber and its professional advisor(s), if any, have deemed necessary to
make an investment decision with respect to the Subscribed Securities. Subscriber acknowledges and agrees that Subscriber has not
relied on any statements or other information provided by or on behalf of Matteo Pontello, acting as placement agent to Helbiz
(the “Placement Agent”), or any affiliates of the Placement Agent or any control persons, officers, directors,
employees, partners, agents or representatives of any of the foregoing concerning Helbiz, the Company, the Transaction, the Merger
Agreement, this Subscription Agreement or the transactions contemplated hereby or thereby, the Subscribed Securities or the offer
and sale of the Subscribed Securities. Subscriber acknowledges and agrees that neither the Placement Agent nor any of its affiliates
nor any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing has provided
Subscriber with any information or advice with respect to the Subscribed Securities nor is such information or advice necessary
or desired. Neither the Placement Agent nor any of its affiliates nor any control persons, officers, directors, employees, partners,
agents or representatives of any of the foregoing has made or makes any representation as to the Company or the Acquired Companies
or the quality or value of the Subscribed Securities and the Placement Agent and any of its affiliates or any control persons,
officers, directors, employees, partners, agents or representatives of any of the foregoing may have acquired non-public information
with respect to the Company or the Acquired Companies which Subscriber agrees need not be provided to it. In connection with the
issuance of the Subscribed Securities to Subscriber, neither the Placement Agent nor any of its affiliates nor any control persons,
officers, directors, employees, partners, agents or representatives of any of the foregoing has acted as a financial advisor or
fiduciary to Subscriber.


 


h.  Subscriber
became aware of this offering of the Subscribed Securities solely by means of direct contact between Subscriber and the Company
or a representative of the Company, or by means of contact from the Placement Agent, and the Subscribed Securities were offered
to Subscriber solely by direct contact between Subscriber and the Company or a representative of the Company. Subscriber did not
become aware of this offering of the Subscribed Securities, nor were the Subscribed Securities offered to Subscriber, by any other
means. Subscriber acknowledges that the Company represents and warrants that the Subscribed Securities (i) were not offered by
any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering
under, or in a distribution in violation of, the Securities Act, or any state securities laws.


 


i.  Subscriber
acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Subscribed Securities.
Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks
of an investment in the Subscribed Securities, and Subscriber has had an opportunity to seek, and has sought, such accounting,
legal, business and tax advice as Subscriber has considered necessary to make an informed investment decision.


  



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j.  Subscriber
has adequately analyzed and fully considered the risks of an investment in the Subscribed Securities and determined that the Subscribed
Securities are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear
the economic risk of a total loss of Subscriber’s investment in the Company. Subscriber acknowledges specifically that a
possibility of total loss exists.


 


k.  Subscriber
understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Subscribed
Securities or made any findings or determination as to the fairness of this investment.


 


l.  Subscriber
is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S.
Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the
President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any
OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii)
a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Subscriber agrees to provide law enforcement
agencies, if requested thereby, such records as required by applicable law, provided that Subscriber is permitted to do so under
applicable law. Subscriber represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section
5311 et seq.), as amended by the USA PATRIOT Act of 2001 and its implementing regulations (collectively, the “BSA/PATRIOT
Act”), that Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under
the BSA/PATRIOT Act. Subscriber also represents that, to the extent required, it maintains policies and procedures reasonably designed
for the screening of its investors against the OFAC sanctions programs, including the OFAC List. Subscriber further represents
and warrants that, to the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held
by Subscriber and used to purchase the Subscribed Securities were legally derived.


 


m.  If
Subscriber is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”),
a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Code (as defined below) or
an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a church plan (as defined in section
3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing
but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar
to such provisions of ERISA or the Internal Revenue Code of 1986, as amended (the “Code”), or an entity whose
underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”)
subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, Subscriber represents and warrants
that neither the Company, nor any of its respective affiliates (the “Transaction Parties”) has acted as the
Plan’s fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Subscribed Securities,
and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to any decision
to acquire, continue to hold or transfer the Subscribed Securities.


 


n.  Subscriber
does not have, as of the date hereof, and during the 30-day period immediately prior to the date hereof Subscriber has not entered
into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act, any “short
sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and any type of direct or indirect
stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts,
options, puts, calls, swaps and similar arrangements (including on a total return basis), and or other short sale positions, whether
through a broker dealer or otherwise, with respect to the securities of the Company (collectively, “Short Sales”).
Notwithstanding the foregoing, in the case (i) other entities under common management with Subscriber that have no knowledge of
this Subscription Agreement or of Subscriber’s participation in the Transaction (including Subscriber’s affiliates)
or (ii) Subscriber is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s
assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing
other portions of such Subscriber’s assets, then, in each case, the foregoing representation shall only apply with respect
to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Subscribed Shares covered
by this Agreement.


 


o. Subscriber
at the Closing will have sufficient funds to pay the Purchase Price pursuant to Section 2.


 






    8


     


    

 


p.  Subscriber
acknowledges and agrees that no disclosure or offering document has been prepared by the Placement Agent or any of its affiliates
in connection with the offer and sale of the Subscribed Securities.


 


q.  Neither
the Placement Agent, nor any of its affiliates nor any control persons, officers, directors, employees, partners, agents or representatives
of any of the foregoing have made any independent investigation with respect to Helbiz, the Company or its subsidiaries or any
of their respective businesses, or the Subscribed Securities or the accuracy, completeness or adequacy of any information supplied
to Subscriber by the Company.


 


r.  In
connection with the issue and purchase of the Subscribed Securities, the Placement Agent has not acted as Subscriber’s financial
advisor or fiduciary.


 


s.  Subscriber
acknowledges and agrees that the purchase and sale of the Subscribed Securities hereunder meets the exemptions from filing under
FINRA Rule 5123(b)(1).


 


t.  Subscriber
acknowledges and agrees that Placement Agent may have acquired, or during the term of the Subscribed Securities may acquire, non-public
information with respect to Helbiz, which Subscriber agrees need not be provided to it.


 


u. Except
(i) as expressly disclosed in a Schedule 13D or Schedule 13G (or amendments thereto) filed by Subscriber with the SEC with respect
to the beneficial ownership of the Company’s outstanding securities prior to the date hereof and (ii) with respect to any
affiliates of Subscriber, Subscriber is not currently (and at all times through Closing will refrain from being or becoming) a
member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor
provision), including any group acting for the purpose of acquiring, holding or disposing of equity securities of Subscriber (within
the meaning of Rule 13d-5(b)(1) under the Exchange Act). Subscriber will not acquire a substantial interest (as defined in 31 C.F.R.
Part 800.244) in the Company as a result of the purchase and sale of the Subscribed Securities hereunder.


 


v. Subscriber
acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating
to the Company.


 


5. Registration
of Subscribed Shares.


 


  a.   The Company
agrees that, within thirty (30) calendar days following the Closing Date, the Company will submit to or file with the Commission
(at the Company’s sole cost and expense) a registration statement registering the resale of the Subscribed Shares and the
Warrant Shares (the “Registration Statement”), and the Company shall use its commercially reasonable efforts
to have the Registration Statement declared effective as soon as practicable after the filing thereof, but in any event no later
than the earlier of (1) forty-five (45) calendar days following the Closing Date (or seventy-five (75) calendar days after the
Closing Date if the Registration Statement is reviewed by, and comments thereto are provided by, the Commission) and (2) the second
(2nd) business day after the date the Company is notified in writing by the Commission that the Registration Statement will not
be “reviewed” or will not be subject to further review. The Company will use its commercially reasonable efforts to
provide a draft of the Registration Statement to Subscriber for review at least two (2) business days in advance of the filing
of the Registration Statement. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all
of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities
Act for the resale of the Subscribed Shares and the Warrant Shares by the applicable stockholders or otherwise, such Registration
Statement shall register for resale such number of Subscribed Shares and the Warrant Shares which is equal to the maximum number
of Subscribed Shares and Warrant Shares as is permitted by the Commission. In such event, the number of Subscribed Shares and Warrant
Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among
all such selling stockholders. The Company agrees that the Company will use its commercially reasonable efforts to cause such Registration
Statement to remain effective until the earlier of (i) three years from the issuance of the Subscribed Shares, (ii) the date on
which all of the Subscribed Shares and Warrant Shares shall have been sold, or (iii) the first date on which Subscriber can sell
all of its Subscribed Shares and Warrant Shares (or shares received in exchange therefor) under Rule 144 of the Securities Act
(“Rule 144”) without limitation as to the manner of sale or the amount of such securities that may be sold, and the
Company shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any
Registration Statement as soon as reasonably practicable. The Company will use its commercially reasonable efforts to (i) cause
the removal of all restrictive legends from any Registrable Securities (as defined below) being sold under the Registration Statement
or pursuant to Rule 144 at the time of sale of such Registrable Securities and, at the request of a Holder (as defined below),
cause the removal of all restrictive legends from any Registrable Securities held by such Holder that may be sold by such Holder
without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions, and (ii) cause its
legal counsel to deliver the necessary legal opinions, if any, to the transfer agent in connection with the instruction under subclause
(i) upon the receipt of such supporting documentation, if any, as reasonably requested by such counsel. The Company will use commercially
reasonable efforts to file all reports, and provide all customary and reasonable cooperation, reasonably necessary to enable Holder
to resell Registrable Securities pursuant to the Registration Statement or Rule 144, as applicable, qualify the Registrable Securities
for listing on the applicable stock exchange and update or amend the Registration Statement as necessary to include Registrable
Securities.


 






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  b.  “Registrable
Securities” shall mean, as of any date of determination, the Subscribed Shares, Warrant Shares, and any other equity
security issued or issuable with respect to the Subscribed Shares or the Warrant Shares by way of share split, dividend, distribution,
recapitalization, merger, exchange, replacement or similar event, provided, however, that such securities shall cease to be Registrable
Securities at the earliest of (A) four (4) years, (B) the date all Subscribed Shares and Warrant Shares held by a Holder may be
sold by such Holder without volume or manner of sale limitations pursuant to Rule 144 and without the requirement for the Company
to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), (C) the
date on which such securities have actually been sold by a Holder, or (D) when such securities shall have ceased to be outstanding.
“Holder” shall mean the Subscriber or any affiliate of the Subscriber to which the rights under this Section
5 shall have been assigned. Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3
of the Exchange Act, of Subscribed Shares and the Warrant Shares to the Company (or its successor) upon reasonable request to assist
the Company in making the determination described above.   


 


  c.  The Company’s
obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber furnishing in writing
to the Company such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method
of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the
Registrable Securities, and shall execute such documents in connection with such registration as the Company may reasonably request
that are customary of a selling stockholder in similar situations provided that Subscriber shall not in connection with the foregoing
be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to
transfer the Registrable Securities. Subscriber shall not be entitled to use the Registration Statement for an underwritten offering
of Registrable Securities. Notwithstanding anything to the contrary in this Subscription Agreement, the Company may delay filing,
postpone effectiveness or suspend the use of the Registration Statement if it determines that, in order for the Registration Statement
to not contain a material misstatement or omission, an amendment thereto would be needed, to include information that would at
that time not otherwise be required in a current, quarterly or annual report under the Exchange Act, or if such filing, effectiveness
or use would materially affect a bona fide business or financing transaction of the Company or would require premature disclosure
of information that would materially adversely affect the Company (each such circumstance, a “Suspension Event”);
provided, that, (i) the Company shall not so delay filing, postpone effectiveness, or suspend the use of the Registration Statement
for a period of more than forty-five (45) consecutive days or more than two (2) times in any three hundred sixty (360) day period
and (ii) the Company shall use commercially reasonable efforts to make the Registration Statement available for the sale by Subscriber
of its Registrable Securities as soon as practicable thereafter. Upon receipt of any written notice from the Company (which notice
shall not contain any material non-public information regarding the Company and which notice shall not be subject to any duty of
confidentiality) of the happening of any Suspension Event during the period that the Registration Statement is effective or if
as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material
fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that (i) it will
promptly discontinue offers and sales of the Registrable Securities under the Registration Statement (excluding, for the avoidance
of doubt, sales conducted pursuant to Rule 144) until Subscriber receives copies of a supplemental or amended prospectus (which
the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice
that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers
and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company
unless otherwise required by law or subpoena. If so directed by the Company, Subscriber will deliver to the Company or, in Subscriber’s
sole discretion destroy, all copies of the prospectus covering the Registrable Securities in Subscriber’s possession; provided,
however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not
apply (i) to the extent Subscriber is required to retain a copy of such prospectus (a) in order to comply with applicable legal,
regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention
policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up. For as long as the Subscriber
holds Subscribed Shares, the Company shall file all reports for so long as the condition in Rule 144(c)(1) (or Rule 144(i)(2),
if applicable) is required to be satisfied, and provide all customary and reasonable cooperation, necessary to enable the Subscriber
to resell the Subscribed Shares pursuant to Rule 144 of the Securities Act (in each case, when Rule 144 of the Securities Act becomes
available to the Subscribers).


 






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  d.   The Company
shall indemnify and hold harmless Subscriber (to the extent a seller under the Registration Statement), the officers, directors,
agents and employees of Subscriber, each person who controls Subscriber (within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling person, to the fullest
extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without
limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”) that arise out of or are
based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included
in the Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus,
or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary
to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading, except to the extent that such untrue statements, alleged untrue statements, omissions
or alleged omissions are based upon information regarding Subscriber furnished in writing to the Company by Subscriber expressly
for use therein or that Subscriber has omitted a material fact from such information. The Company shall notify Subscriber promptly
of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section
5 of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of an indemnified party and shall survive the transfer of the Registrable Securities by Subscriber. Notwithstanding
the forgoing, the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action
if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld
or delayed).


 


  e.   Subscriber
shall, severally and not jointly with any Other Subscriber in the offering contemplated by this Subscription Agreement, indemnify
and hold harmless the Company, its directors, officers, agents and employees, each person who controls the Company (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees
of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses arising out of or based
upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included
in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus,
or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statements, alleged
untrue statements, omissions or alleged omissions are based upon information regarding Subscriber furnished in writing to the Company
by Subscriber expressly for use therein. In no event shall the liability of Subscriber be greater in amount than the dollar amount
of the net proceeds received by Subscriber upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Notwithstanding the forgoing, Subscriber indemnification obligations shall not apply to amounts paid in settlement of any Losses
or action if such settlement is effected without the prior written consent of Subscriber (which consent shall not be unreasonably
withheld or delayed).


  


  f.   Any
person or entity entitled to indemnification herein shall (A) give prompt written notice to the indemnifying party of any claim
with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s
or entity’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and
(B) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying
parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability
for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned
or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated
to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such
claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party
and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified
party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment
of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes
a statement or admission of fault and culpability on the part of such indemnified party or which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such
claim or litigation.






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  g.   The
indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party
and shall survive the transfer of securities.


 


  h.   If
the indemnification provided under this Section 5 from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying
party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as
a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative
fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations; provided, however,
the liability of the Investor shall be limited the net proceeds received by such Subscriber from the sale of Registrable Securities
giving rise to such indemnification obligation. The relative fault of the indemnifying party and indemnified party shall be determined
by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates
to information supplied by (or not supplied by, in the case of an omission), such indemnifying party or indemnified party, and
the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity
to correct or prevent such action. The amount paid or payable by a party as a result of the losses or other liabilities referred
to above shall be deemed to include, subject to the limitations set forth in this Section 5, any legal or other fees, charges
or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this
Section 5(h) from any person or entity who was not guilty of such fraudulent misrepresentation.


 


6. Other Covenants.
Subscriber hereby agrees that, from the date of this Subscription Agreement, none of Subscriber, its controlled affiliates, or
any person or entity acting on behalf of Subscriber or any of its controlled affiliates or pursuant to any understanding with Subscriber
or any of its controlled affiliates will engage in any Short Sales with respect to securities of the Company prior to the Closing.
Notwithstanding the foregoing, (i) nothing herein shall prohibit other entities under common management with Subscriber that have
no knowledge of this Subscription Agreement or of Subscriber’s participation in the Transaction (including Subscriber controlled
affiliates and/or affiliates) from entering into any Short Sales and (ii) in the case of a Subscriber that is a multi-managed investment
vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers
have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s
assets, this Section 6 shall only apply with respect to the portion of assets managed by the portfolio manager that made
the investment decision to purchase the Purchase Price covered by this Subscription Agreement.


 


7. Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the
parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest
to occur of (a) such date and time as the Merger Agreement is terminated in accordance with its terms, (b) upon the mutual written
agreement of the Company and Subscriber to terminate this Subscription Agreement, (c) if, on the Closing Date of the Transaction,
any of the conditions to Closing set forth in Section 2 of this Subscription Agreement have not been satisfied
as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver and, as a result thereof,
the transactions contemplated by this Subscription Agreement are not consummated, or (d) May 21, 2021 (as may be extended by up
to 90 days at the Company’s discretion) (the “Outside Date”), if the Closing has not occurred by such
date; provided, that nothing herein will relieve any Party from liability for any willful breach hereof prior to the time of termination,
and each Party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such
breach. The Company shall notify Subscriber of the termination of the Merger Agreement promptly after the termination thereof.


 






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8. Trust Account
Waiver. Subscriber hereby acknowledges that the Company has established a trust account (the “Trust Account”)
containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring
simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public
stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering
into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Subscriber hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title, interest
or claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, regardless
of whether such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other
matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any
and all such claims are collectively referred to hereafter as the “Released Claims”), (b) irrevocably waives
any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, any negotiations,
contracts or agreements with the Company, and (c) will not seek recourse against the Trust Account for any reason whatsoever; provided
however, that nothing in this Section 8 shall be deemed to limit any Subscriber’s right, title, interest
or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Company
acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with
respect to any such securities of the Company or any Subscriber’s right to distributions from the Trust Account in accordance
with the Company’s amended and restated certificate of incorporation in respect of Common Stock of the Company acquired by
any means other than pursuant to this Subscription Agreement.


 


9. Miscellaneous.


 


a.  All
notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent by electronic
mail, on the date of transmission to such recipient if sent during normal business hours of the recipient and, if not sent during
normal business hours, then on the recipient’s next Business Day, (iii) one (1) Business Day after being sent to the recipient
by reputable overnight courier service (charges prepaid), or (iv) four (4) Business Days after being mailed to the recipient by
certified or registered mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended recipient
at its address specified on the signature page hereof or to such electronic mail address or address as subsequently modified by
written notice given in accordance with this Section 9(a).


 


b.  Subscriber
acknowledges that the Company, the Placement Agent and others will rely on the acknowledgments, understandings, agreements, representations
and warranties of Subscriber contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify
the Company and the Placement Agent if it becomes aware that any of the acknowledgments, understandings, agreements, representations
and warranties of Subscriber set forth herein are no longer accurate in all material respects. The Company acknowledges that Subscriber,
the Placement Agent and others will rely on the acknowledgments, understandings, agreements, representations and warranties of
the Company contained in this Subscription Agreement. Prior to the Closing, the Company agrees to promptly notify Subscriber and
the Placement Agent if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties
of the Company set forth herein are no longer accurate in all material respects.


 


c.  Each
of the Company, the Placement Agent and Subscriber is irrevocably authorized to produce this Subscription Agreement or a copy hereof
to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


 






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d.  Each
Party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.


 


e.  Neither
this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Subscribed Securities acquired
hereunder, if any, and the rights set forth in Section 5) may be transferred or assigned. Neither this Subscription Agreement
nor any rights that may accrue to the Company hereunder may be transferred or assigned (provided, that, for the avoidance of doubt,
the Company may transfer the Subscription Agreement and its rights hereunder in connection with the consummation of the Transaction).
Notwithstanding the foregoing, prior to Closing, Subscriber may transfer and assign all or a portion of its rights and obligations
under this Subscription Agreement (including its obligation to purchase Subscribed Units) to one or more of its affiliates or,
with the Company’s prior written consent (not to be unreasonably withheld), to another person, provided that such third party
enters into a subscription agreement (the “Transfer Subscription Agreement”) substantially in the form of this Agreement.
Subject to the Company’s consent to such transfer, the Company agrees to countersign such Transfer Subscription Agreement
in a timely manner, provided that the entry into such Transfer Subscription Agreement would not violate the terms any agreements
to which the Company is a party or jeopardize the exemption for the issuance of securities in the Transaction.


 


f.  All
the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.


 


g.  The
Company may request from Subscriber such additional information as the Company may reasonably deem necessary to evaluate the eligibility
of Subscriber to acquire the Subscribed Securities, and Subscriber shall promptly provide such information as may be reasonably
requested, to the extent readily available and to the extent consistent with its internal policies and procedures; provided,
that the Company agrees to keep any such information provided by Subscriber confidential.


 


h.  This
Subscription Agreement may not be amended, modified, or waived except by an instrument in writing, signed by the party against
whom enforcement of such amendment, modification or waiver is sought.


 


i.  This
Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations
and warranties, both written and oral, among the parties, with respect to the subject matter hereof. Except as set forth herein,
this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto and their respective
permitted successors and assigns.


 


j.  Except
as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto
and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations,
warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors,
administrators, successors, legal representatives and permitted assigns.


 


k.  If
any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue
in full force and effect.


 


l.  This
Subscription Agreement may be executed and delivered in one or more counterparts (including by facsimile or electronic mail or
in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document.
All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.


 


m.  This
Subscription Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns
and is not for the benefit of, nor may any provision hereof be enforced by, any other person; provided, however,
that the Placement Agent shall be an intended third party beneficiary of the representations and warranties of the Company in Section
3 hereof and of the Subscriber in Section 4 hereof and, with respect thereto, shall be entitled to the
rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.


 






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


 


o.  This
Subscription Agreement and all disputes, legal actions, suits and proceedings arising out of or relating to this Subscription Agreement
shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the principles of
conflicts of laws that would otherwise require the application of the law of any other state.


 


p.   EACH PARTY
HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED
TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE
BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS,
TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.
WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION
OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY
OR ENFORCEABILITY OF THIS SUBSCRIPTION AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT.


  


q.  The
parties agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Subscription Agreement
must be brought exclusively in the Court of Chancery of the State of Delaware and any state appellate court therefrom within the
State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter,
any federal court within the State of Delaware or, in the event each federal court within the State of Delaware declines to accept
jurisdiction over a particular matter, any state court within the State of Delaware) (collectively the “Designated Courts”).
Each party hereby consents and submits to the exclusive jurisdiction of the Designated Courts. No legal action, suit or proceeding
with respect to this Subscription Agreement may be brought in any other forum. Each party hereto hereby irrevocably waives all
claims of immunity from jurisdiction and any objection which such party may now or hereafter have to the laying of venue of any
suit, action or proceeding in any Designated Court, including any right to object on the basis that any dispute, action, suit or
proceeding brought in the Designated Courts has been brought in an improper or inconvenient forum or venue. Each of the parties
hereto also agrees that delivery of any process, summons, notice or document to a party hereof in compliance with Section
9(a) of this Subscription Agreement shall be effective service of process for any action, suit or proceeding in a Designated
Court with respect to any matters to which the parties have submitted to jurisdiction as set forth above.


  


r.  This
Subscription Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising
out of, or related to this Subscription Agreement, or the negotiation, execution or performance of this Subscription Agreement,
may only be brought against the entities that are expressly named as parties hereto (each, a “Party”) and then
only with respect to the specific obligations set forth herein with respect to such Party. Any obligations and/or restrictions
applicable to a Party pursuant to this Subscription Agreement shall not apply to any of such Party’s parent companies or
any affiliate. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, affiliate,
agent, attorney or other representative of any Party or of any affiliate of any Party, or any of their successors or permitted
assigns, shall have any liability for any obligations or liabilities of any Party under this Subscription Agreement or for any
claim, action, suit or other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.


 






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s.  The
Company has disclosed to Subscriber certain non-public information regarding the Transaction, including the material terms of the
transactions contemplated hereby (and by the Other Subscription Agreements), and Subscriber acknowledges its agreement to treat
such information confidentially until such time as all such “material non-public information” (within the meaning of
applicable securities laws) is either publicly disclosed by the Company or deemed by the Company to be no longer relevant. The
Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription
Agreement, issue one or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure
Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated
hereby (and by the Other Subscription Agreements), the Transaction and any other material, nonpublic information that the Company
has provided to Subscriber at any time prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure
Document, Subscriber shall not be in possession of any material, non-public information received from the Company or any of its
officers, directors or employees or agents, and Subscriber shall no longer be subject to any confidentiality or similar obligations
under any current agreement, whether written or oral with Company, the Placement Agent, or any of their affiliates in connection
with the Transaction. The Company understands and confirms that the Subscriber and its affiliates will rely on the foregoing representations
in effecting transactions in securities of the Company. Notwithstanding the foregoing, the Company shall not publicly disclose
the name of Subscriber or any affiliate or investment adviser of Subscriber, or include the name of Subscriber or any affiliate
or investment adviser of Subscriber in any press release or in any filing with the Commission or any regulatory agency or trading
market, without the prior written consent (including by e-mail) of Subscriber, except in the Registration Statement contemplated
by Section 5 of this Subscription Agreement, as required by the federal securities laws, rules or regulations
and/or to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the Commission
or any regulatory agency or under the rules and regulations of The Nasdaq Stock Market, in which case the Company shall provide
Subscriber with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with Subscriber
regarding such disclosure.


 


t.  The
obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber
or any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance
of the obligations of any Other Subscriber or any other investor under the Other Subscription Agreements. The decision of Subscriber
to purchase Subscribed Securities pursuant to this Subscription Agreement has been made by Subscriber independently of any Other
Subscriber or any other investor and independently of any information, materials, statements or opinions as to the business, affairs,
operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company
or any of its subsidiaries which may have been made or given by any Other Subscriber or investor or by any agent or employee of
any Other Subscriber or investor, and neither Subscriber nor any of its agents or employees shall have any liability to any Other
Subscriber or investor (or any other person) relating to or arising from any such information, materials, statements or opinions.
Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber or any Other Subscriber or investor
pursuant hereto or thereto, shall be deemed to constitute Subscriber and any Other Subscribers or other investors as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that Subscriber and any Other Subscribers
or other investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated
by this Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted
as agent for Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent of Subscriber
in connection with monitoring its investment in the Subscribed Securities or enforcing its rights under this Subscription Agreement.
Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out
of this Subscription Agreement, and it shall not be necessary for any Other Subscriber or investor to be joined as an additional
party in any proceeding for such purpose.


  


9. Non-Reliance
and Exculpation. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation
or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its affiliates
or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than
the statements, representations and warranties of the Company expressly contained in Section 3 of this Subscription
Agreement, in making its investment or decision to invest in the Company. Subscriber acknowledges and agrees that none of the Placement
Agent, its affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the
foregoing, shall have any liability to Subscriber, or to any Other Subscriber or any other investor, pursuant to, arising out of
or relating to this Subscription Agreement or any Other Subscription Agreement related to the private placement of the Collective
Subscribed Securities, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby,
for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Collectively
Subscribed Securities.


 


[Signature pages follow.]


 






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IN WITNESS WHEREOF,
each of the Company and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative
as of the date first set forth above.


 


	 	GREENVISION ACQUISITION, INC.
	 	 	 
	 	By:	                 	 
	 	 	Name: Zhigeng (David) Fu
	 	 	Title:  Chief Executive Officer



 


	 	Address for Notices:	GreenVision Acquisition Corporation
	 	 	One Penn Plaza, 36th Floor
	 	 	New York, NY  10019



 





	 	HELBIZ, INC.
	 	 	 
	 	By:	     	 
	 	 	Name: Salvatore Palella
	 	 	Title: 
     Chief Executive Officer



 


	 	Address for Notices:	GreenVision Acquisition Corporation
	 	 	32 Old Slip, 32nd Floor
	 	 	New York, NY  10005






 






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	 	SUBSCRIBER:
	 	 
	 	Print Name:	 


 


	 	By:	        
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Address for Notices:
	 	 
	 	 
	 	 
	 	 
	 	Name in which shares are to be registered:
	 	 


 


 


	Number of Subscribed Units subscribed for:	 	 
	 	 	 
	Price Per Subscribed Unit:	$ 	 
	 	 	 
	Aggregate Purchase Price:	$	 


 


You must pay the Purchase
Price by wire transfer of United States dollars in immediately available funds to the account of the Company specified by the Company
in the Closing Notice.


 






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ANNEX
A



ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


This Annex A should be completed and signed
by Subscriber

and constitutes a part of the Subscription Agreement.


 


	A.	QUALIFIED INSTITUTIONAL BUYER STATUS (Please check the box, if applicable)


 


	 	☐	Subscriber is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act).


 


	B.	ACCREDITED INVESTOR STATUS (Please check the box)


 


		☐	Subscriber
is an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) and has marked and initialed
the appropriate box below indicating the provision under which it qualifies as an “accredited investor.”


 


	C.	AFFILIATE STATUS

(Please check the applicable box)


 


SUBSCRIBER:


 


		☐	is:


 


		☐	is
not:


 


an “affiliate”
(as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of the Company.


 


Rule 501(a), in relevant
part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories,
or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities
to that person. Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply
to Subscriber and under which Subscriber accordingly qualifies as an “accredited investor.”


 


	 	☐	Any bank, registered broker or dealer, insurance company, registered investment company, business development company, or small business investment company (in each case as defined in Rule 501(a));


 


	 	☐	Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;


 


	 	☐	Any employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000;


 


	 	☐	Any corporation, Massachusetts or similar business trust, partnership or any organization described in Section 501(c)(3) of the Internal Revenue Code, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;


  


	 	☐	Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;


 






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	 	☐	Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000. For purposes of calculating a natural person’s net worth: (a) the person’s primary residence must not be included as an asset; (b) indebtedness secured by the person’s primary residence up to the estimated fair market value of the primary residence must not be included as a liability (except that if the amount of such indebtedness outstanding at the time of calculation exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess must be included as a liability); and (c) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the residence must be included as a liability;


 


	 	☐	Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.


 


	 	☐	Any trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act; or


 


	 	☐	Any entity in which all of the equity owners are accredited investors meeting one or more of the above tests or one of the following tests.


 


[Specify which tests:                            ]


 


	 	SUBSCRIBER:
	 	Print Name:
	 	 	 
	 	By:	          
	 	Name: 	 
	 	Title:	 





 


 


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