Exhibit 10.5 


 


 


AMENDMENT TO WARRANTS


 


This
AMENDMENT TO WARRANTS (this “Amendment”) dated as of April 15, 2022, 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,
on October 12, 2021, the Company issued the Holder warrants to purchase 1,000,000 shares (the “Warrants”) of the Company’s
common shares, pursuant to the terms of a certain Securities Purchase Agreement dated October 12, 2021, executed by and between and among
the Parties; and


 


WHEREAS,
the Parties desire to amend the Warrants pursuant to the terms and conditions of this Amendment;


 


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.   
From and after the date hereof, the Warrants shall be exercisable at $3.00 per share, and the term “Exercise Price”
shall hereafter be read to mean $3.00 per share, as may be subsequently adjusted pursuant to the term and conditions of the Warrant.


 


2.  
 Except as herein amended, the Warrants shall remain in full force and effect.


 


3.    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.


 


4.    Counterparts. This Amendment 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 were an original thereof.


 


5.    Headings. The headings of Articles and Sections in this Amendment are provided for convenience only and will not affect
its construction or interpretation.


 


6.    Waiver. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Amendment
or any of the documents referred to in this Amendment 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.


 


 






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7.    Severability. The invalidity or unenforceability of any provisions of this Amendment pursuant to any applicable law shall
not affect the validity of the remaining provisions hereof, but this Amendment 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 Amendment 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.


 


8.    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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LEFT BLANK INTENTIONALLY]

 
 



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


 


	 	Company:

    HELBIZ, INC.

    By:  /s/ Salvatore
Palella   
 Name: Salvatore Palella

Title: CEO

    Holder:

    

    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

     



 


 


 


 


 


 


 



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