Exhibit 10.1


 


 


SECURITIES PURCHASE
AGREEMENT


 


THIS
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 15, 2022, is between HELBIZ, INC.,
a company incorporated under the laws of the
State of Delaware, with its principal operation office located
at 32 Old Slip, New York, NY 10005 (the “Company”), and each of the investors listed on the Schedule of Buyers
attached hereto (individually, a “Buyer” and collectively the “Buyers”).


WITNESSETH


 


WHEREAS,
the Company and each Buyer desire to enter into this transaction for the Company to sell and the Buyers to purchase the Convertible Debentures
(as defined below) pursuant to an exemption from registration pursuant to Section 4(2) and/or Rule 506 of Regulation D (“Regulation
D”) as promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of
1933, as amended (the “Securities Act”);


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Buyer(s),
as provided herein, and the Buyer(s) shall purchase convertible debentures in the form attached hereto as “Exhibit A”
(the “Convertible Debentures”) in the principal amount of up to $10,000,000 (the “Subscription Amount”),
which shall be convertible into shares of the Company’s Class A common shares, par value $0.00001 (the “Common Shares”)
(as converted, the “Conversion Shares”), of which $6,000,000 shall be purchased upon the signing this Agreement (the
“First Closing”), and $4,000,000 shall be purchased upon the Registration Statement with the U.S. Securities and Exchange
Commission registering the resale of the Conversion Shares by the Buyers being declared effective (the “Second Closing”)
(individually referred to as a “Closing” collectively referred to as the “Closings”), at a purchase
price equal to 100% of the Subscription Amount (the “Purchase Price”) in the respective amounts set forth opposite
each Buyer(s) name on Schedule I;


WHEREAS,
at the First Closing the Company shall issue to the Buyer(s) warrants in the form attached hereto as “Exhibit B” (collectively,
the “Warrants”) which shall exercisable into an aggregate of 500,000 Common Shares (the “Warrant Shares”)
in the respective amounts set forth opposite each Buyer(s) name on Schedule I;


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights
Letter (the “Registration Rights Letter”) modifying a Registration Rights Agreement entered into between the parties on October
12, 2021 (the “Registration Rights Agreement”) pursuant to which the Company has agreed to provide certain registration
rights under the Securities Act and the rules and regulations promulgated there under, and applicable state securities laws;


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the Company is delivering Irrevocable Transfer Agent Instructions
(the “Irrevocable Transfer Agent Instructions”) to its transfer agent;


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, certain subsidiaries of the Company are executing and delivering
a global guaranty agreement (the “Guaranty Agreement”) pursuant to which the Guarantors (as set forth therein) shall
provide a guaranty of certain obligations of the Company to the Buyer; and


WHEREAS,
the Convertible Debentures, the
Conversion Shares, the Warrants, the Warrants Shares, and the Commitment Shares (as defined below) are collectively
referred to herein as the “Securities.”






    	  





    	 



    

AGREEMENT


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and each Buyer hereby agree as follows:


		1.	PURCHASE
                                            AND SALE OF CONVERTIBLE DEBENTURES.



 


(a)     
Purchase of Convertible Debentures. Subject to the satisfaction (or waiver)
of the conditions set forth in Sections 6 and
7 below, the Company shall issue and sell to each Buyer, and each Buyer
severally, but not jointly, agrees to purchase
from the Company at each Closing Convertible Debentures with principal amount corresponding to the
Subscription Amount set forth opposite each Buyer’s name on the Schedule of Buyers attached as Schedule I hereto and at the First
Closing Warrants in the amount set forth opposite each Buyer’s name on the Schedule of Buyers attached as Schedule I hereto. 


(b)    
Closing Dates. Each Closing shall occur
at the offices Yorkville Advisors Global, LP, 1012 Springfield Avenue, Mountainside,
NJ 07092. The date and time of each Closing shall be as follows: (i) the First Closing shall be 10:00
a.m., New York time, on
the first Business Day on which the conditions
to the Closing set forth in Sections 6
and 7 below are satisfied or waived (or such other
date as is mutually agreed to by
the Company and each Buyer) (the “First Closing Date”), and (ii)
the Second Closing shall be 10:00 a.m.,
New York time, on the first Business Day
after the date on which the Registration Statement is
filed by the Company with the SEC, provided the conditions to the Closing
set forth in Sections 6 and 7 below are satisfied or
waived (or such other date as is mutually
agreed to by the Company and each Buyer)
(the “Second Closing Date” and collectively referred to as the “Closing Dates”). As
used herein “Business Day”
means any day other than a Saturday, Sunday
or other day on
which commercial banks in New York,
New York are authorized or required by
law to remain closed. 





(c)    
Form of Payment; Deliveries. Subject to the satisfaction of the terms and conditions of this Agreement, on each Closing
Date, (i) the Buyers shall deliver to the Company the Purchase Price for the Convertible Debentures to be issued and sold to such Buyer
at such Closing, minus any fees or expenses to be paid directly from the proceeds of such Closing as set forth herein, and (ii) the
Company shall deliver to each Buyer, Convertible Debentures which such Buyer is purchasing at such Closing with
a principal amount corresponding with the Subscription Amount set forth opposite each Buyer’s name on Schedule of Buyers attached
as Schedule I hereto, duly executed on behalf of the Company, and in respect of the First Closing, Warrants in
the amount set forth opposite each Buyer’s name on the Schedule of Buyers attached as Schedule I hereto, duly executed on behalf
of the Company.


 






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(d)      
Maximum Shares. Notwithstanding anything in this Agreement to the contrary, the Company shall not issue any Common Shares
pursuant to the transactions contemplated hereby or any other Transaction Documents if the issuance of such shares of Common Stock would
exceed the aggregate number of shares of Common Stock that the Company may issue in this transaction in compliance with the Company’s
obligations under the rules or regulations of NASDAQ Capital Market ( the “Exchange Cap”), except that such limitation
shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the
NASDAQ Capital Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside
counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Buyers. The Exchange
Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction. 


 


		2.	BUYER’S
                                            REPRESENTATIONS AND WARRANTIES.



 


Each
Buyer, severally and not jointly, represents and warrants to the Company with respect to only itself that, as of the date hereof and
as of the Closing Date:


(a)      
Investment Purpose. The Buyer is acquiring the Securities for its own account for investment only and not with a view towards,
or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or exempt from the
registration requirements of the Securities Act; provided, however, that by making the representations herein, the Buyer does not agree,
or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to
dispose of the Securities at any time in accordance with or pursuant to an effective registration statement covering such Securities
or an available exemption under the Securities Act. Such Buyer does not presently have any agreement or understanding, directly or indirectly,
with any Person to distribute any of the Securities. 





(b)     
Accredited Investor Status. The Buyer is an “Accredited Investor” as that term is defined in Rule 501(a)(3)
of Regulation D. 


(c)                  
Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance on specific
exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part
upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such
Buyer to acquire the Securities.


 






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(d)    
Information. The Buyer and its advisors (and his or, its counsel), if any, have been furnished with all materials relating
to the business, finances and operations of the Company and information he deemed material to making an informed investment decision
regarding his purchase of the Securities, which have been requested by such Buyer. The Buyer and its advisors, if any, have been afforded
the opportunity to ask questions of the Company and its management. Neither such inquiries nor any other due diligence investigations
conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect such Buyer’s right to rely
on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment in the
Securities involves a high degree of risk. The Buyer has sought such accounting, legal and tax advice, as it has considered necessary
to make an informed investment decision with respect to its acquisition of the Securities.


 


(e)    
Transfer or Resale. The Buyer understands that: (i) the Securities have not been registered under the Securities Act or
any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder,
(B) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities
to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements,
or (C) such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such
Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act, as amended (or a successor
rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein;
and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further,
if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person through whom
the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some
other exemption under the Securities Act or the rules and regulations of the SEC thereunder. 





(f)                   
Legends. The Buyer agrees to the imprinting, so long as its required by this Section 2(f), of a restrictive legend on the
Securities in substantially the following form:





THE SECURITIES
REPRESENTED BY THIS CERTIFICATE [AND THOSE SECURITIES INTO WHICH THEY ARE CONVERTIBLE] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES [AND THOSE SECURITIES INTO WHICH THEY ARE CONVERTIBLE] HAVE
BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE STATE SECURITIES LAWS






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Certificates
evidencing the Conversion Shares, the Warrant Shares, or the Commitment Shares shall not contain any legend (including the legend set
forth above), (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following
any sale of such Conversion Shares, Warrant Shares, or Commitment Shares pursuant to Rule 144, (iii) if such Conversion Shares, Warrant
Shares, or Commitment Shares are eligible for sale under Rule 144, or (iv) if such legend is not required under applicable requirements
of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). The Buyer agrees that the
removal of restrictive legend from certificates representing Securities as set forth in this Section 3(f) is predicated upon the Company’s
reliance that the Buyer will sell any Securities pursuant to either the registration requirements of the Securities Act, including any
applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement,
they will be sold in compliance with the plan of distribution set forth therein.


(g)     
Organization; Authority. Such Buyer
is an entity duly organized, validly existing
and in good standing under
the laws of the jurisdiction
of its organization with the requisite power
and authority to enter into
and to consummate the transactions contemplated
by the Transaction Documents (as defined
below) to which it is a party and otherwise to
carry out its
obligations hereunder and thereunder. 





(h)      
Authorization, Enforcement. This Agreement has been duly and validly
authorized, executed and delivered on behalf of
such Buyer and shall constitute the
legal, valid and binding obligations
of such Buyer enforceable against such Buyer
in accordance with its terms, except
as such enforceability may be limited by general
principles of equity or
to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
and other similar laws relating to,
or affecting generally, the enforcement
of applicable creditors' rights and remedies.


(i)       
No Conflicts. The execution, delivery
and performance by such Buyer of this
Agreement and the consummation by such
Buyer of the transactions contemplated
hereby will not (i) result in a violation of
the organizational documents of such Buyer,
(ii) conflict with, or constitute a default (or
an event which with notice or
lapse of time or both
would become a default) under, or give to
others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which
such Buyer is a party or (iii) result in
a violation of any law, rule, regulation,
order, judgment or decree (including federal
and state securities laws) applicable to such Buyer, except,
in the case of clauses (ii) and (iii) above,
for such conflicts, defaults, rights or violations
which could not, individually or in the aggregate,
reasonably be expected to have a material adverse
effect on the
ability of such Buyer to perform its
obligations hereunder. 





(j)       
Certain Trading Activities. The Buyer has not
directly or indirectly, nor has any Person
acting on behalf of or pursuant to any understanding with
the Buyer, engaged in any transactions in the
securities of the Company (including,
without limitation, any Short Sales (as
defined below) involving the
Company's securities) during the period
commencing as of the time that the
Buyer first contacted
the Company or the
Company's agents regarding the specific
investment in the Company contemplated by this
Agreement and ending immediately prior to the
execution of this Agreement by
such Buyer. The Buyer hereby agrees that it shall not directly or indirectly, engage in any Short Sales involving the Company’s
securities during the period commencing on the date hereof and ending when no Convertible Debentures remain outstanding. "Short
Sales" means all "short sales" as defined in Rule 200
promulgated under Regulation SHO under the 1934
Act (as defined below). The Buyer is aware that
Short Sales and other hedging activities may
be subject to applicable federal and state securities
laws, rules and regulations and the Buyer
acknowledges that the
responsibility of compliance with any such
federal or state securities laws, rules and regulations
is solely the responsibility of the
Buyer. 


 






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(k)  Trading
Limitation and Information. For so long as the Buyer holds any Convertible Debentures or Conversion Shares, the Buyer shall not sell
such number of Common Shares on any Trading Day in excess of 10% of the daily trading volume of the Common Shares on such Trading Day,
provided however, that this limitation shall not apply (i) at any time after the occurrence and during the continuation of any event
of default, and (ii) with respect to any sales of Common Shares at prices greater than or equal to the Fixed Conversion Price (as defined
in the Debentures). This limitation may be waived with the consent of the Company. Upon the Company’s request, the Buyer agrees
to provide the Company with trading reports setting forth the number and average sales prices of Common Shares sold the Buyer on each
Trading Day the prior trading week along with the total aggregate number of Common Shares traded on each Trading Day. “Trading
Day” means a day on which the Common Shares are quoted or traded on an Eligible Market on which the shares of Common Stock
are then quoted or listed; provided, that in the event that the Common Shares are not listed or quoted, then Trading Day shall mean a
Business Day.


		3.	REPRESENTATIONS
                                            AND WARRANTIES OF THE COMPANY.



 


Except
as set forth under the corresponding section of the Disclosure Schedules which Disclosure Schedules shall be deemed a part hereof and
to qualify any representation or warranty otherwise made herein to the extent of such disclosure, the Company hereby makes the representations
and warranties set forth below to the Buyer:


(a)        
Organization and Qualification.
The Company and each of its Subsidiaries are entities
duly formed, validly existing
and in good standing under
the laws of the jurisdiction
in which they are formed, and have
the requisite power and authority
to own their properties and to carry
on their business as now being conducted and
as presently proposed to be conducted. The Company
and each of its Subsidiaries is duly qualified
as a foreign entity to do business and is in good
standing in every jurisdiction in which
its ownership of property or
the nature of the
business conducted by it makes such qualification
necessary, except to the extent
that the failure to be so qualified or
be in good standing would
not reasonably be expected to have a Material
Adverse Effect (as defined below). As used in
this Agreement, “Material Adverse Effect”
means any material adverse effect on (i)
the business, properties, assets, liabilities, operations
(including results thereof), condition (financial or
otherwise) or prospects of the
Company and its Subsidiaries, taken as a
whole, (ii) the transactions contemplated
hereby or in any of the
other Transaction Documents or any other agreements
or instruments to be entered into
by the Company in connection
herewith or therewith or (iii) the
authority or ability of
the Company to perform any of its obligations
under any of the Transaction Documents
(as defined below). “Subsidiaries” means any Person in which the Company,
directly or indirectly, owns a majority of
the outstanding capital stock having
voting power or holds a majority of
the equity or similar interest of
such Person, and each of the foregoing,
is individually referred to herein as a “Subsidiary”.






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(b)        
Authorization; Enforcement;
Validity. The Company has the requisite power
and authority to enter into
and perform its obligations under this Agreement
and the other Transaction Documents and to issue
the Securities in accordance with the terms hereof
and thereof. The execution and delivery of this
Agreement and the other Transaction Documents
by the Company and the consummation by
the Company of the
transactions contemplated hereby and thereby (including,
without limitation, the
issuance of the Convertible
Debentures, the reservation for issuance and issuance of
the Conversion Shares issuable upon conversion
of the Convertible
Debentures), have been duly authorized
by the Company's board of
directors and no further filing, consent
or authorization is required by the
Company, its board of directors or
its stockholders or other governmental body. This Agreement has been,
and the other Transaction Documents to
which the Company is a party will be
prior to the Closing, duly
executed and delivered by the
Company, and each constitutes the legal,
valid and binding obligations of
the Company, enforceable against the Company
in accordance with its respective terms, except
as such enforceability may be limited by general
principles of equity or
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
or similar laws relating to,
or affecting generally, the enforcement
of applicable creditors' rights and remedies and
except as rights to indemnification and to contribution
may be limited by federal or
state securities law. “Transaction Documents” means, collectively, this
Agreement, the Convertible Debentures, the Warrants,
the Registration Rights Letter, the Guaranty Agreement, the Irrevocable Transfer Agent Instructions, and each of
the other agreements and instruments entered into
by the Company or
delivered by the Company in connection
with the transactions contemplated hereby and thereby, as may be
amended from time to time.  


(c)       
Issuance of Securities. The issuance of
the Securities are duly
authorized and, upon issuance and payment
in accordance with the terms of the
Transaction Documents the Securities
shall be validly issued, fully paid
and nonassessable and free from all preemptive
or similar rights, mortgages, defects, claims, liens, pledges,
charges, taxes, rights of first refusal,
encumbrances, security interests and other encumbrances (collectively
“Liens”) with respect
to the issuance thereof. As of the
each Closing Date, the Company shall have
reserved from its duly
authorized capital stock not less than
300% of the
maximum number of Common Shares issuable upon
conversion of all Convertible Debentures
(assuming for purposes hereof that (x) such Convertible
Debentures are convertible at the Conversion
Price (as defined therein) as of the date of determination, (y) any such conversion shall not take
into account any limitations
on the conversion of the
Convertible Debentures set forth therein, including the Floor Price).
Upon issuance or conversion in accordance with
the Convertible Debentures or Warrants, the Conversion Shares, or Warrant Shares,
when issued, will be
validly issued, fully paid and nonassessable
and free from all preemptive or
similar rights or Liens with respect to
the issue thereof, with the holders being
entitled to all rights accorded to a holder of
Common Shares. 


 






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(d)     
 No Conflicts.
The execution, delivery and performance of the
Transaction Documents by the Company and
the consummation by the
Company of the transactions contemplated
hereby and thereby (including, without limitation,
the issuance of the
Convertible Debentures, The Warrants, the
Conversion Shares) will not (i) result in a violation
of the Articles of
Incorporation (as defined below), Bylaws (as
defined below), certificate of formation, memorandum of
association, articles of association, bylaws or
other organizational documents of the
Company or any of its Subsidiaries, or
any capital stock or other
securities of the Company or
any of its Subsidiaries, (ii) conflict with, or
constitute a default under, or give to
others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which
the Company or any of its Subsidiaries is
a party, or (iii) result in a violation of
any law, rule, regulation, order, judgment or decree
(including, without limitation,
U.S. federal and state securities laws and regulations,
the securities laws of the
jurisdictions of the Company's incorporation
or in which it or
its subsidiaries operate and the rules and regulations
of the NASDAQ Capital Market (the “Principal Market”)) applicable
to the Company or any of
its Subsidiaries or by which any property
or asset of the
Company or any of its Subsidiaries is bound
or affected, except in the
case of (ii) and (iii) for any conflict, default, right or
violation that would
not reasonably be expected to result in a Material Adverse Effect.
 


(e)      
Consents. The Company is not required
to obtain any material consent from, authorization
or order of, or make any filing or registration
with (other than any filings
as may be required by any federal or state
securities agencies and any filings as may be
required by the Principal Market), any
Governmental Entity (as defined below) or
any regulatory or selfregulatory agency or any
other Person in order for it to execute, deliver or perform
any of its obligations under or
contemplated by the Transaction Documents, in each case, in accordance with
the terms hereof or thereof. All consents,
authorizations, orders, filings and registrations
which the Company or any Subsidiary is required
to obtain pursuant to the preceding sentence
have been or will
be obtained or
effected on or prior to the Closing
Date, and neither the Company nor
any of its Subsidiaries are aware of any
facts or circumstances which might prevent the
Company or any of its Subsidiaries from
obtaining or effecting any of
the registration, application or
filings contemplated by the Transaction Documents.
The Company is not in violation of
the requirements of the
Principal Market and has no knowledge of
any facts or circumstances which could reasonably
lead to delisting or suspension of the
Common Shares in the foreseeable future. The Company has notified the
Principal Market of the issuance of
all of the Securities hereunder, which
does not require obtaining
the approval of the stockholders
of the Company or any other
Person or Governmental Entity, and the
Principal Market has completed its review of the
related Listing of Additional Share form.
“Governmental Entity” means any nation, state, county, city, town,
village, district, or other political jurisdiction
of any nature, federal, state, local, municipal, foreign, or
other government, governmental or quasigovernmental
authority of any nature (including any governmental
agency, branch, department, official, or entity and
any court or other tribunal), multinational
organization or body; or
body exercising, or entitled to exercise,
any administrative, executive, judicial, legislative,
police, regulatory, or taxing authority
or power of any nature or
instrumentality of any of the
foregoing, including any entity or
enterprise owned or controlled by a government
or a public international
organization or any of the
foregoing. 


 






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(f)       
Acknowledgment Regarding
Buyer's Purchase of Securities. The Company acknowledges
and agrees that each Buyer is acting
solely in the capacity of an arm's
length purchaser with respect to the
Transaction Documents and the transactions
contemplated hereby and thereby and that no Buyer is
(i) an officer or director of the
Company or any of its Subsidiaries, (ii)
to its knowledge, an "affiliate" (as
defined in Rule 144 promulgated under
the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of
the Company or any of
its Subsidiaries or (iii) to its knowledge,
a “beneficial owner” of more than 10%
of the  Common Shares (as defined for purposes
of Rule 13d-3 of the
1934 Act). The Company further acknowledges that
no Buyer (nor any affiliate of any Buyer) is acting as a financial advisor
or fiduciary of the Company or
any of its Subsidiaries (or in any similar capacity)
with respect to the Transaction Documents
and the transactions contemplated hereby
and thereby, and any advice given by
a Buyer or any of its representatives or
agents in connection with the Transaction Documents
and the transactions contemplated hereby
and thereby is merely incidental to such Buyer's purchase of
the Securities. The Company further represents to each Buyer
that the Company's decision to enter
into the Transaction Documents to which
it is a party has been based solely on the independent
evaluation by the Company and its
representatives. 


(g)      
No Integrated Offering.
None of the
Company, its Subsidiaries or any of
their affiliates, nor any Person acting on their
behalf has, directly or indirectly, made any offers
or sales of any security or
solicited any offers to buy any security,
under circumstances that would
cause this offering of the
Securities to require approval of stockholders of the
Company under any applicable stockholder
approval provisions, including, without limitation,
under the rules and regulations of any
exchange or automated quotation system on
which any of the
securities of the Company are listed or
designated for quotation. None of the
Company, its Subsidiaries, their affiliates
nor any Person acting on their behalf will
take any action or steps that
would cause the offering of
any of the Securities to be
integrated with other offerings of securities
of the Company. 





(h)     
Dilutive Effect.
The Company understands and acknowledges that
the number of Conversion Shares will
increase in certain circumstances. The Company further acknowledges its
obligation to issue the Conversion Shares
upon conversion of the
Convertible Debentures in accordance with this
Agreement and the Convertible Debentures is, absolute
and unconditional regardless of the
dilutive effect that such issuance may
have on the ownership interests of
other stockholders of the
Company.  


(i)       
Application of
Takeover Protections; Rights Agreement.
The Company and its board of directors have
taken all necessary action, if any, in order to render inapplicable
any control share acquisition, interested stockholder, business combination,
poison pill (including, without
limitation, any distribution under
a rights agreement), stockholder rights plan or
other similar antitakeover provision under
the Articles of Incorporation, Bylaws or
other organizational documents or the
laws of the jurisdiction
of its incorporation or otherwise which is
or could become applicable
to any Buyer as a result of the
transactions contemplated by this Agreement,
including, without limitation,
the Company's issuance of the
Securities and any Buyer's ownership of the
Securities. 






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(j)      
 SEC Documents;
Financial Statements. During the
two (2) years prior to the date hereof,
the Company has timely filed all reports, schedules, forms,
proxy statements, statements and other documents
required to be filed by it with
the SEC pursuant to the reporting requirements
of the Securities Exchange
Act of 1934, as amended (the “1934
Act”) (all of the foregoing filed prior
to the date hereof and all exhibits
and appendices included therein and financial
statements, notes and schedules thereto and documents
incorporated by reference therein being hereinafter
referred to as the “SEC
Documents”). The Company
has delivered or has made available to the
Buyers or their respective representatives true, correct and complete copies
of each of the SEC
Documents not available
on the EDGAR system. As
of their respective dates, the SEC Documents
complied in all material respects with the requirements of
the 1934 Act and the rules and regulations
of the SEC promulgated thereunder applicable
to the SEC Documents, and none
of the SEC
Documents, at the time they were filed
with the SEC, 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. As
of their respective dates, the financial statements of
the Company included in the
SEC Documents complied in all material
respects with applicable accounting requirements and the
published rules and regulations of the
SEC with respect thereto as in effect
as of the time of
filing. Such financial statements have been prepared in accordance with
generally accepted accounting principles (“GAAP”),
consistently applied, during
the periods involved (except (i) as may
be otherwise indicated in such financial statements
or the notes thereto, or
(ii) in the case of unaudited
interim statements, to the extent they may
exclude footnotes or may be
condensed or summary statements) and fairly present in all material respects the
financial position of the
Company as of the dates
thereof and the results of its operations and
cash flows for the periods then ended (subject,
in the case of unaudited
statements, to normal yearend audit adjustments which
will not be material, either individually
or in the aggregate). The reserves, if
any, established by the Company or
the lack of reserves, if applicable,
are reasonable based upon facts and circumstances known
by the Company on
the date hereof and there are no
loss contingencies that are required to
be accrued by the
Statement of Financial Accounting Standard
No. 5 of the
Financial Accounting Standards Board which are
not provided for by
the Company in its financial statements
or otherwise. No other
information provided by or on behalf of the Company
to any of the Buyers which
is not included in the SEC
Documents (including, without limitation,
information in the disclosure schedules to
this Agreement) contains any untrue statement
of a material fact or omits to state any material
fact necessary in order to make the statements therein not
misleading, in the light of the
circumstance under which they are or
were made. The Company is not currently contemplating
to amend or restate any of the
financial statements (including, without limitation,
any notes or any letter
of the independent accountants of the
Company with respect thereto) included in
the SEC Documents
(the “Financial Statements”),
nor is the Company currently aware of
facts or circumstances which would require
the Company to amend or restate any of
the Financial Statements, in each case, in order for any of
the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed
by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is
any need for the Company to amend or restate any of the Financial Statements. 






    	10  





    	 



    

 


(k)       
Absence of Certain Changes. Since the
date of the Company's most recent audited
financial statements contained in a Form 10-K
or S-1, as the case may be, there has been no Material Adverse Effect, nor any event
or occurrence specifically affecting the Company or its Subsidiaries that would be reasonably expected to result in a Material Adverse
Effect. Since the date of the
Company's most recent audited financial statements contained
in a Form 10-K or S-1, as the case may be, neither
the Company nor any of
its Subsidiaries has (i) declared or paid any dividends,
(ii) sold any material assets, individually or
in the aggregate, outside of the
ordinary course of business or (iii) made
any material capital expenditures, individually or
in the aggregate, outside of the
ordinary course of business. Neither the
Company nor any of its Subsidiaries has
taken any steps to seek protection pursuant to
any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation
or winding up,
nor does the Company or
any Subsidiary have any knowledge or
reason to believe that any of their respective
creditors intend to initiate involuntary
bankruptcy proceedings or any actual knowledge
of any fact which would reasonably lead
a creditor to do so.





(l)     
No Undisclosed Events,
Liabilities, Developments or Circumstances. No
event, liability, development or circumstance has occurred or exists, or
is reasonably expected to exist or occur specific
to the Company, any of its Subsidiaries or
any of their respective businesses, properties, liabilities,
prospects, operations (including results thereof) or
condition (financial or otherwise), that
has not been publicly disclosed and would
reasonably be expected to have a Material
Adverse Effect.





(m)     
Conduct of
Business; Regulatory Permits. Neither
the Company nor any of
its Subsidiaries is in violation of any
term under its Articles of
Incorporation, any certificate of designation,
preferences or rights of any other
outstanding series of preferred stock
of the Company or
any of its Subsidiaries or Bylaws or their organizational
charter, certificate of formation, memorandum of
association, articles of association, Articles of
Incorporation or certificate of incorporation
or bylaws, respectively. Neither the
Company nor any of its Subsidiaries is
in violation of any judgment,
decree or order or any statute, ordinance,
rule or regulation applicable to the
Company or any of its Subsidiaries, and
neither the Company nor
any of its Subsidiaries will conduct its
business in violation of any of
the foregoing, except in all cases for
violations which would not reasonably be expected to
have a Material Adverse Effect. Without
limiting the generality of
the foregoing, the Company is not
in violation of any of
the rules, regulations or requirements
of the Principal Market and has no
knowledge of any facts or
circumstances that could reasonably lead
to delisting or suspension of the
Common Shares by the Principal Market in
the foreseeable future. During the
one year prior to the date hereof, (i)
the Common Shares has been listed or designated for
quotation on the
Principal Market, (ii) trading in the Common Shares has not
been suspended by the SEC
or the Principal Market and (iii) the
Company has received no communication, written or
oral, from the SEC
or the Principal Market regarding the
suspension or delisting of the Common Stock
from the Principal Market, which has not been
publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations
and permits issued by the appropriate regulatory
authorities necessary to conduct their
respective businesses, except where the failure
to possess such certificates, authorizations or permits would
not reasonably be expected to have, individually
or in the aggregate, a Material Adverse
Effect, and neither the
Company nor any of its Subsidiaries has
received any notice of proceedings relating to
the revocation or modification of
any such certificate, authorization or permit. There is no
agreement, commitment, judgment, injunction, order
or decree binding upon
the Company or any of its Subsidiaries or
to which the Company or any of
its Subsidiaries is a party which has or would
reasonably be expected to have the
effect of prohibiting
or materially impairing any business practice of
the Company or any of
its Subsidiaries, any acquisition of property by
the Company or any of
its Subsidiaries or the conduct of
business by the Company or
any of its Subsidiaries as currently conducted
other than such effects, individually or
in the aggregate, which have
not had and would not reasonably be
expected to have a Material Adverse Effect on
the Company or any of
its Subsidiaries. 


 






    	11  





    	 



    

(n)        
Foreign Corrupt Practices. Neither the
Company nor any of
its Subsidiaries nor any director, officer,
agent, employee, nor any other
person acting for or on behalf of the
Company or any of its Subsidiaries (individually
and collectively, a “Company Affiliate”) have violated
the U.S. Foreign Corrupt Practices Act (the “FCPA) or
any other applicable antibribery or anti corruption
laws, nor has any Company Affiliate offered, paid, promised
to pay, or authorized the payment of
any money, or offered, given, promised
to give, or authorized the
giving of anything of
value, to any officer, employee or any
other person acting in an official capacity
for any Governmental Entity to any political party
or official thereof or to any candidate
for political office (individually and
collectively, a “Government Official”) or to any person under
circumstances where such Company Affiliate knew or was aware of
a high probability that all or
a portion of such money or thing
of value would be
offered, given or promised, directly or
indirectly, to any Government Official, for the purpose, in violation
of applicable law, of: (i) (A) influencing
any act or decision of such Government Official in his/her
official capacity, (B) inducing such Government Official to do
or omit to do any act in violation of
his/her lawful duty, (C) securing any improper advantage, or (D) inducing
such Government Official to influence or affect
any act or decision of any Governmental Entity, or
(ii) assisting the Company or its Subsidiaries
in obtaining or retaining business for or
with, or directing business to,
the Company or its Subsidiaries. 





(o)        
Equity Capitalization.


 


(i)   
Authorized and Outstanding Capital Stock. As of the date hereof, the Company is authorized to issue 400,000,000 capital
stock, consisting of three classes: 285,774,103 shares of Class A Common Stock, $0.0001 par value per share, 14,225,898 shares of Class
B Common Stock, $0.00001 par value per share, and 100,000,000 shares of Preferred Stock, $0.00001 par value per share. As of the date
hereof, there were 19,442,613 shares of Class A Common Stock outstanding, and there were 14,225,898 shares of Class B Common Stock outstanding.






(ii)        
Valid Issuance; Available Shares. All of such outstanding
shares are duly authorized and have been validly issued and are fully paid and nonassessable. 





(iii)       
Existing Securities; Obligations. Except as disclosed
in the SEC Documents: (A) none of the Company's or any Subsidiary's shares, interests or capital stock is subject to preemptive rights
or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options,
warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible
into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts,
commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional
shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for,
any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under
which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except
pursuant to this Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which
contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company
or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are
no securities or instruments containing antidilution or similar provisions that will be triggered by the issuance of the Securities;
and (G) neither the Company nor any Subsidiary has any stock appreciation rights or "phantom stock" plans or agreements or
any similar plan or agreement.






    	12  





    	 



    

 


(iv)             
Organizational Documents. The Company has furnished to the
Buyers or filed on EDGAR true, correct and complete copies of the Company's Articles of Incorporation, as amended and as in effect on
the date hereof (the “Articles of Incorporation”), and the Company's bylaws, as amended and as in effect on the date
hereof (the “Bylaws”), and the terms of all convertible securities and the material rights of the holders thereof
in respect thereto.





(p)       
Litigation. Except as
disclosed in the SEC Documents, there is no
action, suit, arbitration, proceeding, inquiry or investigation
before or by the Principal Market, any
court, public board, other Governmental Entity,
selfregulatory organization or body pending or,
to the knowledge of the
Company, threatened against or affecting the Company
or any of its Subsidiaries, the
Common Shares or any of the
Company's or its Subsidiaries' officers or directors,
whether of a civil
or criminal nature or otherwise, in their capacities
as such, which would reasonably be expected to
result in a Material Adverse Effect. After reasonable inquiry
of its employees, the Company is not aware
of any event which
might result in or form the
basis for any such action, suit, arbitration, investigation,
inquiry or other proceeding.
Without limitation of the
foregoing, there has not been, and to the
knowledge of the Company, there is not
pending or contemplated, any investigation by
the SEC involving
the Company, any of its Subsidiaries or
any current or former director or
officer of the Company or
any of its Subsidiaries. Neither the
Company nor any of its Subsidiaries is
the subject of any order, writ, judgment,
injunction, decree, determination or award
of any Governmental Entity that would
reasonably be expected to result in a Material Adverse Effect.










    	13  





    	 



    

(q)      
Insurance. The Company and each of its Subsidiaries
are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as management of the
Company believes to be prudent and customary
in the businesses in which the Company and its
Subsidiaries are engaged. In accordance with the previous sentence, the Company currently
maintains no insurance policies. Neither the Company nor
any such Subsidiary has been refused any insurance coverage sought or applied for,
and neither the Company nor
any such Subsidiary has any reason to believe that it will
be unable to renew its
existing insurance coverage as and when such coverage expires or
to obtain similar coverage from similar
insurers as may be necessary to continue its
business at a cost that would not have
a Material Adverse Effect. 





(r)       
Manipulation of
Price. Neither
the Company nor any of
its Subsidiaries has, and, to the knowledge of
the Company, no Person acting
on their behalf has, directly or indirectly, (i) taken
any action designed to cause or to result
in the stabilization or manipulation of the
price of any security of the
Company or any of its Subsidiaries to facilitate
the sale or resale of
any of the Securities, (ii) sold,
bid for, purchased, or
paid any compensation for soliciting purchases of, any of
the Securities, or (iii) paid
or agreed to pay to any Person any compensation for soliciting another
to purchase any other securities of the
Company or any of its Subsidiaries. 





(s)        
Registration Eligibility.
The Company is eligible to register the resale
of the Conversion Shares by
the Buyers using Form
S-1 promulgated under the 1933 Act.






(t)        
Shell Company Status. The Company is not, and
has never been, an issuer identified in,
or subject to, Rule
144(i). 





(u)         
Money Laundering.
The Company and its Subsidiaries are in compliance with,
and have not previously violated,
the USA Patriot Act of 2001 and all other
applicable U.S. and nonU.S. antimoney laundering laws and regulations,
including, but not limited to, the laws,
regulations and Executive Orders and sanctions
programs (“Sanctions Programs”) administered by the
U.S. Office of Foreign Assets Control (“OFAC”),
including, without limitation,
(i) Executive Order 13224 of
September 23, 2001 entitled, "Blocking Property and Prohibiting Transactions
With Persons Who Commit, Threaten to Commit, or
Support Terrorism" (66 Fed. Reg. 49079 (2001));
and any regulations contained in 31 CFR, Subtitle B, Chapter V. 


 






    	14  





    	 



    

(v)         
Disclosure. The Company confirms that neither
it nor any other Person acting
on its behalf has provided any of the
Buyers or their agents or counsel with any
information that constitutes or could reasonably
be expected to constitute material, nonpublic
information concerning the Company or any
of its Subsidiaries, other than
the existence of the
transactions contemplated by this Agreement
and the other Transaction Documents. The Company understands and confirms that
each of the Buyers will
rely on the foregoing representations in
effecting transactions in securities of the Company.
All disclosures provided to the
Buyers regarding the Company and its Subsidiaries,
their businesses and the transactions contemplated
hereby, including the schedules to this
Agreement, furnished by or on behalf of the Company
or any of its Subsidiaries, taken
as a whole, are true and correct and does not
contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements made therein, in the light of the
circumstances under which they were made,
not misleading. All of
the written information furnished after the date
hereof by or on behalf of the Company or
any of its Subsidiaries to each Buyer pursuant
to or in connection with this Agreement and the
other Transaction Documents, taken as a whole,
will be true and correct in all material respects as of
the date on which
such information is so provided and will not contain
any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements made therein, in the
light of the circumstances under
which they were made, not misleading. No
event or circumstance has occurred or information exists with
respect to the Company or any of
its Subsidiaries or its or their business, properties, liabilities,
prospects, operations (including results thereof) or
conditions (financial or otherwise), which,
under applicable law, rule or regulation, requires public
disclosure at or before the date
hereof or announcement by the Company but
which has not been so publicly disclosed.
All financial projections and forecasts that
have been prepared by or on behalf of the Company
or any of its Subsidiaries and made available
to the Buyers have been prepared in good
faith based upon reasonable assumptions and represented, at the
time each such financial projection or forecast was delivered to each Buyer, the
Company's best estimate of future financial performance (it being
recognized that such financial projections or forecasts
are not to be viewed as facts and that
the actual results during
the period or periods covered by
any such financial projections or forecasts may differ from
the projected or forecasted results). The
Company acknowledges and agrees that no Buyer makes
or has made any representations or warranties with
respect to the transactions contemplated hereby
other than those specifically set forth in Section
2. 





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





(x)            
Private Placement. Assuming the accuracy of the Buyers’ representations and
warranties set forth in Section 2, no registration under the Securities Act is required for the offer and sale of the Securities by the
Company to the Buyers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations
of the Primary Market. 


 


		4.	COVENANTS.



 


(a)    
Reporting Status. For the period beginning on the date hereof, and ending 6 months after the date on which all the Convertible
Debentures and Warrants are no longer outstanding (the “Reporting Period”), the
Company shall file on a timely basis all reports required to be filed with the SEC
pursuant to the 1934 Act, and the Company
shall not terminate its status as an issuer required to file reports under
the 1934 Act even if the 1934 Act or the rules
and regulations thereunder would no longer require
or otherwise permit such termination.






    	15  





    	 



    

(b)  
Use of Proceeds. Neither the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions
contemplated herein to repay any loans to any executives or employees of the Company, or to make any payments in respect of any related
party debt. Neither the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions contemplated herein,
or lend, contribute, facilitate or otherwise make available such proceeds to any Person (i) to fund, either directly or indirectly,
any activities or business of or with any Person that is identified on the list of Specially Designated Nationals and Blocker Persons
maintained by OFAC, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions
Programs, or (ii) in any other manner that will result in a violation of Sanctions Programs.


(c)  
Listing. The Company shall promptly secure the listing or designation for quotation
(as the case may be) of all of the Underlying
Securities (as defined below) upon each national securities
exchange and automated quotation system, if any, upon
which the Common Shares are then listed or designated for quotation (as the
case may be, each an “Eligible Market”), subject to official notice of
issuance, and shall use reasonable efforts to maintain such listing or designation for quotation
(as the case may be) of all Underlying Securities from
time to time issuable under the terms of the
Transaction Documents on such Eligible Market for the Reporting Period. Neither the Company
nor any of its Subsidiaries shall take any action which
could be reasonably expected to result in the delisting or suspension of the
Common Shares on an Eligible Market during the Reporting Period. The Company shall pay all fees and expenses in connection
with satisfying its obligations under this Section 4(c). “Underlying Securities”
means the (i) the Conversion Shares, Commitment
Shares, and Warrant Shares, and (ii) any common shares of the Company issued or issuable
with respect to the Conversion Shares or Warrant
Shares, including, without limitation, (1) as
a result of any stock split, stock dividend, recapitalization, exchange or similar event
or otherwise and (2) shares of capital stock of the Company into
which the Common Shares are converted or exchanged without regard to any limitations
on conversion of the Convertible Debentures or exercise
in the Warrants.



(d)    
Fees. The Company shall issue to the Buyer 150,000 Common Shares (the “Commitment Shares”) as a Commitment
Fee and the Warrants to purchase 500,000 Common Shares (as set forth above). The Commitment Shares shall be issuable to the Buyer at
the First Closing. The Company shall pay to YA Global II SPV, LLC, an affiliate of the Buyer (the “Subsidiary Fund”),
a one-time legal fee in the amount of $5,000. The legal fee shall be deducted from the gross proceeds of the First Closing.


(e)      
Pledge of Securities. Notwithstanding anything to the
contrary contained in this Agreement, the Company
acknowledges and agrees that, subject to compliance with applicable federal and state securities
laws, the Securities may be pledged by an Investor
in connection with a bona fide margin agreement
or other loan or financing arrangement that is secured by the
Securities. The Company hereby agrees to execute and deliver such documentation as a pledgee
of the Securities may reasonably request in connection
with a pledge of the Securities to such
pledgee by a Buyer.






    	16  





    	 



    

(f)      
Disclosure of Transactions and Other Material Information. Within 4 days after
the date of this Agreement, the
Company shall file a current report on Form 8-K describing all the
material terms of the transactions contemplated by the
Transaction Documents in the form required
by the 1934 Act and attaching all the material
Transaction Documents (including, without limitation, this
Agreement and all schedules to this Agreement) (including all attachments, the
“Current Report”). From
and after the filing of the Current Report,
the Company shall have disclosed all material, nonpublic
information (if any) provided to any of the Buyers by the
Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection
with the transactions contemplated by the Transaction Documents. In
addition, effective upon the filing of
the Current Report, the Company acknowledges
and agrees that any and all confidentiality or similar obligations with respect to
the transactions contemplated by the Transaction
Documents under any agreement, whether written
or oral, between the Company, any of its Subsidiaries or any of their respective officers,
directors, affiliates, employees or agents, on the one hand, and any of the
Buyers or any of their affiliates, on the other hand, shall terminate. The Company
shall not, and the Company shall cause each of
its Subsidiaries and each of its and their respective officers, directors, employees and agents not
to, provide any Buyer with any material, nonpublic
information regarding the Company or any of its Subsidiaries from
and after the date hereof without the
express prior written consent of such Buyer (which may be granted or withheld in such
Buyer's sole discretion).


(g)    
Reservation of Shares. So long as
any of the Convertible Debentures remain outstanding,
the Company shall take all action necessary to at all times have authorized, and reserved for the
purpose of issuance, no less than 300% of the
maximum number of Common Shares issuable upon conversion of all the
Convertible Debentures then outstanding (assuming
for purposes hereof that (x) the Convertible Debentures
are convertible at the Conversion Price then in effect, and (y) any such conversion
shall not take into account any limitations on
the conversion of the Convertible
Debentures, including the Floor Price) (the “Required Reserve Amount”);
provided that at no time shall the number of Common Shares reserved pursuant to this
Section 4(g) be reduced other than proportionally in connection
with any conversion and/or redemption, or reverse stock split. If
at any time the number of Common Shares authorized and reserved for issuance is not
sufficient to meet the Required Reserved Amount, the
Company will promptly take all corporate action necessary to authorize and reserve
a sufficient number of shares, including, without limitation,
calling a special meeting of stockholders to authorize additional shares to meet the
Company's obligations pursuant to the Transaction
Documents, in the case of an insufficient number of authorized shares, recommending that
stockholders vote in favor of an increase in such authorized number of shares sufficient to meet the
Required Reserved Amount.


(h)     
Conduct of Business. The business of the
Company and its Subsidiaries shall not be conducted
in violation of any law, ordinance or regulation of any Governmental Entity, except
where such violations would not reasonably be expected to result, either individually
or in the aggregate, in a Material Adverse Effect.







    	17  





    	 



    

(i)     
From the date hereof until no more than $5,000,000 of principal amount in the aggregate of Convertible Debentures and convertible
debentures issued pursuant to the securities purchase agreement dated October 12, 2021 (the “Prior Debentures”) remains
outstanding, unless the holders of at least 75% in principal amount of the then outstanding Convertible Debentures and Prior Debentures
shall have given prior written consent, the Company shall not, and shall not permit any of its subsidiaries (whether or not a subsidiary
on the date hereof) to, directly or indirectly (i) other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or
suffer to exist any indebtedness for borrowed money of any kind, including, but not limited to, a guarantee, on or with respect to any
of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom, (ii) other than
Permitted Liens, enter into, create, incur, assume or suffer to exist any lien, security interest, option or other charge or encumbrance
(each, a “Lien”) of any kind, on or with respect to any of its property or assets now owned or hereafter acquired
or any interest therein or any income or profits therefrom, or (iii) amend its charter documents, including, without limitation, its
certificate of incorporation and bylaws, in any manner that materially and adversely affects any rights of the holders of the Convertible
Debentures, (iv) make any payments in respect of any related party debt, including, without limitation, any payment under the March 1,
2022 promissory note entered into with the CEO of the Company, or any other payments under any debt owed to the CEO or any other officer
or director of the Company, (v) make any payments in respect of any bonuses to the CEO or any other officer or director of the Company,
or (vi) enter into or agree to enter into any debenture, note, instrument, contract, financing arrangements, or other transaction that
allows the holder of such instrument or counterparty to such transaction to acquire shares of Common Stock, or receive payments based
on the price of the Common Shares, based on a price that varies or changes based on the market price of the Common Shares.


“Permitted
Indebtedness” shall mean: (i) indebtedness evidenced by the Convertible Debentures; (ii) indebtedness described on a Disclosure
Schedule attached hereto; (iii) indebtedness incurred solely for the purpose of financing the acquisition or lease of any equipment,
including capital lease obligations with no recourse other than to such equipment; (iv) indebtedness (A) the repayment of which has been
subordinated to the payment of the Convertible Debentures on terms and conditions acceptable to the Buyers, including with regard to
interest payments and repayment of principal, (B) which does not mature or otherwise require or permit redemption or repayment prior
to or on the 91st day after the maturity date of any Convertible Debentures then outstanding; and (C) which is not secured by any assets
of the Company or its subsidiaries; (v) indebtedness associated with acquiring new intellectual property assets and licenses, so long
as the proceeds are going to the party(ies) from which the Company is acquiring the assets, licenses, and other properties and (vi) any
indebtedness (other than the indebtedness set out in (i) – (v) above) incurred after the date hereof, provided that such indebtedness
does not exceed $1,500,000 at any given time.






    	18  





    	 



    

“Permitted
Liens” shall mean (1) any security interest granted to the Buyers to secure the obligations under the Convertible Debentures,
(2) any prior security interest granted to the Buyers, (3) existing Liens disclosed by the Company on a Disclosure Schedule attached
hereto; (4) inchoate Liens for taxes, assessments or governmental charges or levies not yet due, as to which the grace period, if any,
related thereto has not yet expired, or being contested in good faith and by appropriate proceedings for which adequate reserves have
been established in accordance with GAAP; (5) Liens of carriers, materialmen, warehousemen, mechanics and landlords and other similar
Liens which secure amounts which are not yet overdue by more than 60 days or which are being contested in good faith by appropriate proceedings
for which adequate reserves have been established in accordance with GAAP; (6) licenses, sublicenses, leases or subleases granted to
other persons not materially interfering with the conduct of the business of the Company; (7) Liens securing capitalized lease obligations
and purchase money indebtedness incurred solely for the purpose of financing an acquisition or lease; (8) easements, rights-of-way, restrictions,
encroachments, municipal zoning ordinances and other similar charges or encumbrances, and minor title deficiencies, in each case not
securing debt and not materially interfering with the conduct of the business of the Company and not materially detracting from the value
of the property subject thereto; (9) Liens arising out of the existence of judgments or awards which judgments or awards do not constitute
an Event of Default; (10) Liens incurred in the ordinary course of business in connection with workers compensation claims, unemployment
insurance, pension liabilities and social security benefits and Liens securing the performance of bids, tenders, leases and contracts
in the ordinary course of business, statutory obligations, surety bonds, performance bonds and other obligations of a like nature (other
than appeal bonds) incurred in the ordinary course of business (exclusive of obligations in respect of the payment for borrowed money);
(11) Liens in favor of a banking institution arising by operation of law encumbering deposits (including the right of set-off) and contractual
set-off rights held by such banking institution and which are within the general parameters customary in the banking industry and only
burdening deposit accounts or other funds maintained with a creditor depository institution; (12) usual and customary set-off rights
in leases and other contracts; (13) escrows in connection with acquisitions and dispositions and (14) royalties and other rights to revenue
derived from the sale of the Company’s products that are granted in the ordinary course of business.


(j)    
Shareholder Vote. The Company shall, within 40 days of the date hereof, call and hold a meeting of its shareholders (or
take action by written consent) for the purpose of approving the issuance of shares of Common Stock upon conversion of the Convertible
Debentures and the Prior Debentures in excess of the maximum number of shares that are permitted to be issued in accordance with the
rules and regulations of the Principal Market.


(k)    
From the date hereof until the Company has raised at least $10,000,000 in an equity raise after the date hereof (from sources
other than the Buyer), the Company shall not make any payments to the CEO of the Company the Company. After the condition set forth herein
has been satisfied, the Company may pay the CEO’s current salary, but any amount that have been deferred hereunder shall not be
paid until the principal amount remaining under the Convertible Debentures and the Prior Debentures is less than $5,000,000 in the aggregate.


(l)  
Conditions Subsequent. The following conditions subsequent shall be satisfied by the Company within the timeframes set
forth below and are a material inducement to the obligation of the Buyer hereunder. The failure to satisfy the following conditions subsequent
shall be deemed an event of default by the Company.






    	19  





    	 



    

(i)   
Approved Budget. The Company commits to reducing its cash outlays from current levels by at least 15% per month and shall,
within 5 Trading Days of the date hereof, prepare and submit to the Buyer a six-month budget (the “Budget”) in a from
reasonably acceptable to the Buyer, evidencing such cost reductions. The Company’s actual cash outlays shall not exceed the any
line item by more than 10% in any individual month and shall not exceed the total cash outlays listed on the Budget by more than 5% in
any individual month, or in the aggregate at any time. The Company shall provide reports to the Buyer on the within 5 days of the end
of each month which shall show actual results for each period that has elapsed from the date hereof compared to the same period in the
Budget. The provisions of this subsection shall cease to apply once either (i) the principal amount remaining under the Debentures is
less than $5,000,000 or (ii) the Company has raised an additional $10,000,000 in an equity raise. Any violation of this covenant shall
be deemed an event of default under the Debentures.


(ii)    
Pledge Agreement. Within 5 Trading Days of the date hereof, the CEO of the Company shall execute and deliver a Pledge Agreement
in a form satisfactory to the Buyer, pursuant to which the CEO shall grant to the Buyer a first priority security interest and pledge
in and to at least 7,000,000 shares of Class B Common Stock of the Company beneficially owned by the CEO (the “Pledged Stock”)
as security for the Company’s obligations under Convertible Debentures, and the Prior Debentures.


		5.	REGISTER;
                                            TRANSFER AGENT INSTRUCTIONS; LEGEND.



 


(a)      
Register. The Company shall maintain at its principal executive offices or with the
Transfer Agent (or at such other
office or agency of the Company as it may designate by notice
to each holder of Securities), a register for the
Convertible Debentures in which the Company
shall record the name and address of the Person
in whose name the Convertible Debentures have
been issued (including the name and address of each transferee), the
amount of Convertible Debentures held by such Person, and the number of Conversion
Shares issuable upon conversion of the Convertible
Debentures held by such Person. The Company shall keep the register open and available
at all times during business hours for inspection of any Buyer or its legal representatives.


(b)    
Transfer Restrictions. The Securities may only be disposed of in compliance with state and federal securities laws. In
connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or
to an Affiliate of a Buyer or in connection with a pledge as contemplated herein, the Company may require the transferor thereof to provide
to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which
opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred
Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms
of this Agreement and shall have the rights and obligations of a Buyer under this Agreement.





		6.	CONDITIONS
                                            TO THE COMPANY’S OBLIGATION TO SELL.



 


The
obligation of the
Company hereunder to issue and sell the Convertible
Debentures to each Buyer at the Closing
is subject to the satisfaction, at or before
the Closing Date, of each of
the following conditions,
provided that these conditions are for
the Company's sole benefit and may be waived by the
Company at any time in its sole discretion by providing
each Buyer with prior written notice
thereof:


 


(a)     
Such Buyer shall have executed each of the Transaction Documents to which
it is a party and delivered the same to the
Company.






    	20  





    	 



    

(b)    
Such Buyer and each other Buyer shall have delivered to the
Company the Purchase Price (less, in the case
of any Buyer, the amounts withheld pursuant to
Section 4(d)) for the Convertible Debentures
being purchased by such Buyer at the Closing
by wire transfer of immediately available funds in accordance with the Closing Statement.


(c)       
The representations and warranties of such Buyer shall be true and correct in all material respects as of the
date when made and as of the Closing Date as though
originally made at that time (except for representations and warranties that speak as of a specific date, which
shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material
respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with
by such Buyer at or prior to the Closing Date.


		7.	CONDITIONS
                                            TO EACH BUYER'S OBLIGATION TO PURCHASE.



 


The obligation
of each Buyer hereunder to purchase its Convertible Debentures at each Closing is subject to the satisfaction, at or before each Closing
Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such
Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:


 


(a)    
The Company shall have duly executed and delivered to such Buyer each of the
Transaction Documents to which it is a party and the
Company shall have duly executed and delivered to such Buyer a Convertible Debenture
with a principal amount corresponding to the Subscription Amount set forth opposite such Buyer’s name on Schedule of Buyers attached
as Schedule I for the Closing.


(b)     
Such Buyer shall have received the opinion of
counsel to the Company, dated as of the First Closing Date, in a
form reasonably acceptable to such Buyer.


(c)   
The Company shall have delivered to each Buyer copies of its and each Subsidiaries certified copies of its charter, as well as
any shareholder or operating agreements by or among the shareholders or members of any of the Company’s Subsidiaries.


(d)    
The Company shall have delivered to such Buyer a certificate evidencing the incorporation
and good standing of the Company as of a date
within ten (10) days of the Closing Date.


(e)      
Each and every representation and warranty of the Company shall be true and correct
in all material respects (other than representations and warranties qualified by materiality, which
shall be true and correct in all respects) as of the date when made and as of each
Closing Date as though originally made at that time (except for representations and
warranties that speak as of a specific date, which shall be true and correct as of such specific
date) and the Company shall have performed, satisfied and complied in all respects with
the covenants, agreements and conditions set forth in each Transaction Document required
to be performed, satisfied or complied with by the Company
at or prior to each Closing Date.






    	21  





    	 



    

(f)     
The Common Shares (A) shall be designated for quotation or listed (as applicable)
on the Principal Market and (B) shall not have
been suspended, as of the applicable Closing Date, by the
SEC or the Principal Market from
trading on the Principal Market nor shall
suspension by the SEC or the
Principal Market have been threatened, as of the applicable Closing Date, either (I)
in writing by the SEC or the
Principal Market or (II) by falling below the
minimum maintenance requirements of the Principal Market.


(g)    
The Company shall have obtained all governmental, regulatory or third-party consents
and approvals, if any, necessary for the sale of the
Securities, including without limitation,
those required by the Principal Market, if any.


(h)     
No statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the
consummation of any of the transactions contemplated by the
Transaction Documents.


(i)       
Since the date of execution of this Agreement,
no event or series of events shall have occurred that has resulted in or would reasonably
be expected to result in a Material Adverse Effect or an Event of Default (as defined in the Convertible
Debentures). 


(j)        
Such Buyer shall have received a letter, duly executed by an
officer of the Company, setting forth the wire
amounts of each Buyer and the wire transfer instructions of the
Company (the “Closing Statement”). 


(k)      
(i) From the date hereof to the
applicable Closing Date, trading in the Common Shares shall not
have been suspended by the SEC or the
Principal Market (except for any suspension of trading of limited duration agreed to by the
Company, which suspension shall be terminated prior to the
Closing), and (ii) at any time prior to the applicable
Closing Date, trading in securities generally as reported by Bloomberg L.P. shall
not have been suspended or limited, or minimum prices shall not
have been established on securities whose trades are reported by such service, or on the
Principal Market, nor shall a banking moratorium
have been declared either by the United States or New York
State authorities nor shall there have occurred any material outbreak or escalation
of hostilities or other national or international calamity of such magnitude in its effect
on, or any material adverse change in, any
financial market which, in each case, in the reasonable
judgment of each Buyer, makes it impracticable or inadvisable to purchase the Securities
at the Closing.


(l)       
The Company and its Subsidiaries shall have delivered to such Buyer such other documents,
instruments or certificates relating to the transactions contemplated by this
Agreement as such Buyer or its counsel may reasonably request.


(m)    
The Company shall have timely filed its annual report for the year ended December 31, 2021 on Form 10-K with the SEC in the period
provided for in Form 10-K (including the extension provided under Rule 12b-25 of the Exchange Act (as defined herein)) which Form 10-K
shall contain all the information required to be included therein in accordance, and otherwise be in full compliance, with the SEC’s
rules and regulations, including without limitation, audited financial statements of the Company for the period or periods required by
the SEC;






    	22  





    	 



    

(n)     
Solely with respect to the Second Closing, Registration Statement to be filed pursuant to the Registration Rights Letter and the
Registration Rights Agreement shall have been declared effective by the SEC.


		8.	TERMINATION.



 


In
the event that the Closing shall not have occurred with respect to a Buyer within five (5) days of the date hereof, then such Buyer shall
have the right to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business
on such date without liability of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under
this Section 8 shall not be available to such Buyer if the failure of the transactions contemplated by this Agreement to have been consummated
by such date is the result of such Buyer's breach of this Agreement and (ii) the abandonment of the sale and purchase of the Convertible
Debentures shall be applicable only to such Buyer providing such written notice, provided further that no such termination shall affect
any obligation of the Company under this Agreement to reimburse such Buyer for the expenses described herein. Nothing contained in this
Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement
or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations
under this Agreement or the other Transaction Documents.


		9.	MISCELLANEOUS.



 


(a)    Governing
Law; Jurisdiction; Jury Trial. All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall be
governed by the internal laws of the State of
New York, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdictions)
that would cause the application of the
laws of any jurisdictions other than the State
of New York. The Company hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in The City of New
York, Borough of Manhattan, for the adjudication of
any dispute hereunder or in connection herewith or under
any of the other Transaction Documents or with
any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such suit, action or proceeding is brought in
an inconvenient forum or that the venue of such
suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such party at the
address for such notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any manner permitted by law. Nothing contained herein shall be deemed or
operate to preclude any Buyer from bringing suit or taking
other legal action against the Company in any other
jurisdiction to collect on the Company's obligations
to such Buyer or to enforce a judgment or other court ruling in favor of such Buyer.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE TO,
AND AGREES NOT TO REQUEST, A JURY TRIAL FOR
THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR UNDER ANY OTHER TRANSACTION DOCUMENT OR
IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY OR THEREBY.






    	23  





    	 



    

(b)   
Counterparts. This Agreement may be executed in two or more identical counterparts,
all of which shall be considered one and the
same agreement and shall become effective when counterparts have been signed by each party and delivered to the
other party. In the event that any signature
is delivered by facsimile transmission or by an email which contains a portable document
format (.pdf) file of an executed signature page, such signature page 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 signature page were an original thereof.


(c)      Headings;
Gender. The headings of this Agreement are
for convenience of reference and shall not form
part of, or affect the interpretation
of, this Agreement. Unless the context clearly
indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine,
neuter, singular and plural forms thereof. The terms "including," "includes,"
"include" and words of like import shall be construed broadly as if followed by
the words "without limitation." The terms "herein," "hereunder,"
"hereof" and words of like import refer to
this entire Agreement instead of just the provision
in which they are found.


(d)      
Entire Agreement, Amendments. This Agreement supersedes all other prior oral or written agreements between the Buyer, the
Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the
instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein
and, except as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant
or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing
signed by the party to be charged with enforcement.


(e)      
Notices. Any notices, consents, waivers or other
communications required or permitted to be given under the terms of this
Agreement must be in writing by letter and email and will be deemed to have been delivered:
upon the later of (A) either (i) receipt, when delivered personally or (ii) one (1) Business
Day after deposit with an overnight courier service with
next-day international delivery specified, in each case, properly addressed to the party
to receive the same and (B) receipt, when sent by electronic mail. The addresses and email
addresses for such communications shall be:


	If
    to the Company, to:	HELBIZ,
    INC.
	 	32 Old Slip

    New York, NY 10005

    Attention: Salvatore Palella

    Telephone: (917) 535-2610

    Email: ceo@helbiz.com]

     

     

	With
    Copy to:	William Rosenstadt, Esq.

    Ortoli Rosenstadt LLP

    366 Madison Avenue, 3rd Floor

    New York, NY 10017

    Telephone:  (212) 588-0022

    E-Mail:  wsr@orllp.legal

	 	 
	




    	24  





    	 



    


	 

                                                                                 

                                                                                If
                                            to a Buyer, to its address and email address set forth on the Schedule of Buyers, with copies
                                            to such Buyer's representatives as set forth on the Schedule of Buyers,

	 	 
	 	 
	With
    copy to:	David Fine, Esq.

    c/o Yorkville Advisors Global, LP

    1012 Springfield Avenue

    Mountainside, NJ 07092

    Telephone: (201) 985-8300

    Email: legal@yorkvilleadvisors.com

	 	 


or
to such other address, email address and/or to the attention of such other Person as the recipient party has specified by written notice
given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient
of such notice, consent, waiver or other communication, (B) electronically generated by the sender's e-mail service provider containing
the time, date, recipient e-mail address or (C) provided by an overnight courier service shall be rebuttable evidence of personal service,
receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively


(f)       
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns, including any purchasers of any of the Convertible Debentures (but excluding any purchasers of Underlying Securities,
unless pursuant to a written assignment by such Buyer). The Company shall not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Buyers. In connection with any transfer of any or all of its Securities, a Buyer may assign
all, or a portion, of its rights and obligations hereunder in connection with such Securities without the consent of the Company, in
which event such assignee shall be deemed to be a Buyer hereunder with respect to such transferred Securities.


(g)      
Indemnification.






    	25  





    	 



    

(i)      
In consideration of each Buyer's execution
and delivery of the Transaction Documents
and acquiring the Securities thereunder
and in addition to all of the
Company's other obligations under the Transaction Documents, the
Company shall defend, protect, indemnify and hold harmless each Buyer
and each holder of any Securities and all
of their stockholders, partners, members, officers, directors, employees and direct or
indirect investors and any of the foregoing
Persons' agents or other representatives (including,
without limitation, those retained in connection
with the transactions contemplated by this Agreement)
(collectively, the “Indemnitees”)
from and against any and all actions, causes
of action, suits, claims, losses, costs, penalties, fees,
liabilities and damages, and expenses in connection
therewith (irrespective of whether any
such Indemnitee is a party to the action for which
indemnification hereunder is sought), and including reasonable attorneys' fees and
disbursements (the “Indemnified Liabilities”), incurred by
any Indemnitee as a result of, or arising out
of, or relating to (i) any misrepresentation or
breach of any representation or warranty
made by the Company in any of
the Transaction Documents, (ii) any breach of
any covenant, agreement or obligation
of the Company or
any Subsidiary contained in any of the
Transaction Documents or (iii) any cause of action,
suit, proceeding or claim brought or made
against such Indemnitee by a third party (including for
these purposes a derivative action brought on behalf of the
Company or any Subsidiary) or which
otherwise involves such Indemnitee that arises
out of or results from
(A) the execution, delivery, performance or enforcement
of any of the
Transaction Documents, (B) any transaction financed or to be
financed in whole or in part, directly
or indirectly, with the proceeds of
the issuance of the
Securities, or (C) any disclosure properly made by
such Buyer pursuant to Section 4(f), or (D)
the status of such Buyer
or holder of the
Securities either as an investor in the
Company pursuant to the transactions contemplated
by the Transaction Documents or as a party
to this Agreement (including, without
limitation, as a party in interest or otherwise
in any action or proceeding for injunctive or
other equitable relief). To the
extent that the foregoing undertaking
by the Company may be unenforceable for
any reason, the Company shall make the maximum
contribution to the payment and satisfaction of
each of the Indemnified Liabilities
which is permissible under applicable
law.


(ii)   
Promptly after receipt by an Indemnitee under
this Section 9(g) of notice of
the commencement of any action
or proceeding (including any governmental action
or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim
in respect thereof is to be made against the Company
under this Section 9(g), deliver to the
Company a written notice of the
commencement thereof, and the Company shall have
the right to participate in, and,
to the extent the
Company so desires, to assume control of the defense
thereof with counsel mutually reasonably satisfactory
to the Company and the Indemnitee; provided,
however, that an Indemnitee shall have the
right to retain its own counsel with
the fees and expenses of such counsel to be paid
by the Company if: (A) the Company has
agreed in writing to pay such fees and expenses; (B) the
Company shall have failed promptly to assume the
defense of such Indemnified Liability and
to employ counsel reasonably satisfactory to such Indemnitee in any such Indemnified Liability;
or (C) the named parties to any such Indemnified Liability
(including any impleaded parties) include both such Indemnitee and the
Company, and such Indemnitee shall have been advised by
counsel that a conflict of interest is likely
to exist if the same counsel were to represent such Indemnitee and the
Company (in which case, if such Indemnitee notifies the
Company in writing that it elects to employ separate counsel at the
expense of the Company, then
the Company shall not have
the right to assume the defense thereof
and such counsel shall be at the expense of
the Company), provided further, that
in the case of clause (C) above
the Company shall not be responsible for
the reasonable fees and expenses of more than
one (1) separate legal counsel for the
Indemnitees. The Indemnitee shall reasonably cooperate with the Company in connection
with any negotiation or defense of
any such action or Indemnified Liability by the
Company and shall furnish to the Company all information reasonably available
to the Indemnitee which relates to such
action or Indemnified Liability. The Company shall keep the
Indemnitee reasonably apprised at all times as to the status of
the defense or any settlement negotiations
with respect thereto. The Company shall not be
liable for any settlement of any action,
claim or proceeding effected without its
prior written consent, provided, however, that
the Company shall not unreasonably withhold,
delay or condition its
consent. The Company shall not, without the
prior written consent of the Indemnitee,
consent to entry of any judgment or enter into
any settlement or other compromise which
does not include as an unconditional
term thereof the giving by the
claimant or plaintiff to such Indemnitee of a
release from all liability in respect to such
Indemnified Liability or litigation, and such
settlement shall not include any admission as to fault on
the part of the
Indemnitee. Following indemnification as provided
for hereunder, the Company shall be subrogated
to all rights of the Indemnitee with
respect to all third parties, firms or corporations
relating to the matter for which indemnification
has been made. The failure to deliver written notice
to the Company within a reasonable time
of the commencement of
any such action shall not relieve the
Company of any liability to the
Indemnitee under this Section 9(g), except to
the extent that the
Company is materially and adversely prejudiced in its ability
to defend such action.






    	26  





    	 



    

(iii)    
The indemnification required by this Section
9(g) shall be made by periodic payments of
the amount thereof during the
course of the investigation or
defense, within ten (10) days after bills
supporting the Indemnified Liabilities
are received by the Company.


(iv)     
The indemnity agreement contained herein
shall be in addition to (A) any cause of
action or similar right of the Indemnitee
against the Company or others, and (B) any liabilities
the Company may be subject to pursuant to the
law.


(h)     
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied against any party.


 


[REMAINDER
PAGE INTENTIONALLY LEFT BLANK]


 


 




    	27  





    	 



    


 


IN
WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement
to be duly executed as of the date first written above.


 


	 	COMPANY:

     

	 	HELBIZ, INC.
	 	 
	 	By:  /s/ Salvatore Palella
	 	Name:  Salvatore Palella
	 	Title: CEO
	 	 


 


 


 


 


 


 




    	28  





    	 



    


IN
WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement
to be duly executed as of the date first written above.


 


	 	BUYER:

     

     

	 	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


 


 


 


 




    	29  





    	 



    


 


LIST OF EXHIBITS:


 


 


 


 




    	30  





    	 



    


EXHIBIT A


 


FORM OF CONVERTIBLE
DEBENTURES


 


 


 


 




    	31  





    	 



    


 


EXHIBIT B


 


FORM OF WARRANTS


 


 


 


 




    	32  





    	 



    


SCHEDULE OF BUYERS


 


 


	(a)	 	(b)	(c)	(d)
	Buyer
    	 	Subscription
    Amount of Convertible Debentures	Purchase
    Price (100% of Subscription Amount)	Warrants
	 	 	 	 	 
	YA II PN, Ltd.	 	 	 	 
	1012 Springfield
    Avenue	First Closing (Execution)	$6,000,000	$6,000,000	333,333
	Mountainside, NJ
    07092	Second Closing (Filing of
    S-1)	$4,000,000	$4,000,000	                  -   
	Email:
    Legal@yorkvilleadvisors.com	 	 	 
	 	Aggregate:	$10,000,000	$10,000,000	333,333
	 	 	 	 	 
	 	 	 	 
	Legal
    Representative’s Address and Email	 	 
	David Fine, Esq.	 	 	 	 
	1012 Springfield
    Avenue	 	 	 	 
	Mountainside, NJ
    07092	 	 	 	 
	Email:
    Legal@yorkvilleadvisors.com