Exhibit 10.3


 


THE SECURITIES REPRESENTED
HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "U.S. SECURITIES ACT"). THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT
SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY STATE
SECURITIES LAWS OR (c) WITH THE PRIOR WRITTEN CONSENT OF THE CORPORATION, PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S.
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


SHARE PURCHASE WARRANT


 


For the Purchase of
500,000 Shares


of


HELBIZ INC.


 


 


1. Purchase
Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of YA II PN, Ltd. (“Holder”),
as registered owner of this Purchase Warrant, to HELBIZ INC., a Delaware corporation (the “Company”), Holder is entitled,
at any time or from time to time from April 15, 2022 (the “Commencement Date”), and at or before 5:00 p.m., Eastern
time, on the five year Anniversary of the Commencement Date (the “Expiration Date”), but not thereafter, to subscribe
for, purchase and receive, in whole or in part, up to 500,000 shares of Company Class A common stock, par value $0.00001 per share (the
“Shares”), subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking
institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such
a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action
that would terminate this Purchase Warrant, except as otherwise provided herein or with the Holder’s consent. This Purchase Warrant
is initially exercisable at $3.00 per Share; provided, however, that upon the occurrence of any of the events
specified in Section 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of
Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall
mean the initial exercise price or the adjusted exercise price, depending on the context. This Purchase Warrant is being issued in connection
a Securities Purchase Agreement entered into on April 15, 2022 (the “Subscription Agreement”), and any capitalized
terms used but not otherwise defined herein shall have the meaning given to them in the Subscription Agreement.


 


2. Exercise.


 


2.1 Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and delivered
to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable in cash
by wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank check.
If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this
Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire.


 






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2.2 Payment.  This
Purchase Warrant may be exercised at the Holder’s election at any time commencing six months after the Commencement Date by paying
in full the Exercise Price for each share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in
connection with the exercise of the Warrant, as follows:


 


(a) by certified
check or bank draft or wire transfer of immediately available funds to the payable order of the Company; or


 


(b) at the
Holder’s election at any time commencing six months after the Commencement Date that a Registration Statement for the resale of
the shares of Common Stock underlying this Purchase Agreement is not effective and current, for that number of shares of Common Stock
equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the portion of this Purchase
Warrant being exercised, multiplied by the difference between the Exercise Price and the “Fair Market Value” by (y)
the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is higher than the
Exercise Price. Solely for purposes of this Section 2.2(b), the “Fair Market Value” shall mean either (i) if the Company’s
Common Stock is traded on a national securities exchange, the reported last sale price of one share of the Company’s Common Stock
on such exchange on the date of exercise; (ii) if the Company’s Common Stock is traded on any tier of the OTC Markets (or any successor
over-the-counter market), the closing bid price on such over-the-counter market on the date of exercise; or (iii) if clauses (i) or (ii)
do not apply, the fair market value as shall be determined in good faith by the Company’s Board of Directors.


 


2.3 Legend.
Each certificate for the Shares purchased under this Purchase Warrant shall bear a legend as follows unless such Shares have been registered
under the Securities Act of 1933, as amended (the “Act”):


 


“The
securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”),
or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred except
pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable
state law which, in the opinion of counsel to the Company, is available.”


 


3. Transfer.


 


3.1 General
Restrictions. In order to make any permitted assignment of this Purchase Warrant, the Holder must deliver to the Company the assignment
form attached hereto duly executed and completed, together with the Purchase Warrant and payment of all transfer taxes, if any, payable
in connection therewith. The Company shall within five (5) Business Days upon receipt of the completed assignment form and payment of
all transfer taxes, if any, transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant
or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of
Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment. The term “Business
Day” means any day other than a Saturday, Sunday or a legal holiday or a day on which banking institutions are authorized or
obligated by law to close in New York, New York.






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3.2 Restrictions
Imposed by the Act. The Shares evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the Company has
received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under
the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company
or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such Shares
has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”)
and compliance with applicable state securities law has been established.


 


4. New Purchase
Warrants to be Issued.


 


4.1 Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole
or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised
pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor
to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder
as to which this Purchase Warrant has not been exercised or assigned.


 


4.2 Lost
Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase
Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase
Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction
shall constitute a substitute contractual obligation on the part of the Company.


 


5. Adjustments.


 


5.1 Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall be
subject to adjustment from time to time as hereinafter set forth:


 


5.1.1 Share
Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 5.3 below, the number of outstanding
Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day
thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the
Exercise Price shall be proportionately decreased.


 






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5.1.2 Aggregation
of Shares. If, after the date hereof, and subject to the provisions of Section 5.3 below, the number of outstanding Shares is decreased
by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date thereof, the number
of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the Exercise Price shall
be proportionately increased.


 


5.1.3 Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than
a change covered by Section 5.1.1 or 5.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share reconstruction
or amalgamation or consolidation or merger of the Company with or into another corporation (other than a consolidation or share reconstruction
or amalgamation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the property of the Company
as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant
shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise
hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock
or other securities or property (including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation,
or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable
upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Shares
covered by Section 5.1.1 or 5.1.2, then such adjustment shall be made pursuant to Sections 5.1.1, 5.1.2 and this Section 5.1.3. The provisions
of this Section 5.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations,
or consolidations, sales or other transfers.


 


5.1.4 Changes
in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section
5.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in
the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants
reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement
Date or the computation thereof.


 


5.2 Substitute
Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation or merger of the Company
with or into, another corporation (other than a consolidation or share reconstruction or amalgamation or merger which does not result
in any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or
amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant
then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive,
upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such
consolidation or share reconstruction or amalgamation or merger, by a holder of the number of Shares of the Company for which such Purchase
Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation or merger, sale or transfer.
Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section
5. The above provision of this Section shall similarly apply to successive consolidations or share reconstructions or amalgamations.


 






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5.3 Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise
of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent
of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest
whole number of Shares or other securities, properties or rights.


 


6. Reservation
and Listing. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance
upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the
exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor,
in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully
paid and non-assessable and not subject to preemptive rights of any shareholder. As long as the Purchase Warrants shall be outstanding,
the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of the Purchase Warrants to be listed
(subject to official notice of issuance) on a national securities exchange or quoted on any tier of the OTC Bulletin Board or any successor
trading market on which the Shares may then be listed and/or quoted.


 


7. Certain
Notice Requirements.


 


7.1 Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive
notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the
Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in
Section 7.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least ten (10) days
prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled
to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution,
liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the
case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders
of the Company in connection with the events described in Section 7.2 below at the same time and in the same manner that such notice
is given to the shareholders.


 


7.2 Events
Requiring Notice. The Company shall be required to give the notice described in this Section 7 upon one or more of the following
events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated
by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders
of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital
stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the
Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all
of its property, assets and business shall be proposed.






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7.3 Notice
of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section
5 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the
event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s
Chief Financial Officer.


 


7.4 Transmittal
of Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and addressed to
the other party at its address set forth below (or to such other address that the receiving party may designate from time to time in
accordance with this Section 7.4), and shall be deemed to have been given (a) three (3) days after mailing if sent by certified mail
return receipt requested, (b) one (1) day after mailing if sent by receipted overnight carrier (i.e. Federal Express), provided that
proof of delivery or rejection is obtained, or (c) when delivered if by hand or sent by email to the physical address or email address
set forth below.


 


If to the
Holder, at the address provided on the signature page to the Subscription Agreement (unless otherwise provided in writing to the Company).


  


If to the Company:


 


HELBIZ INC.


32 Old Slip


New York, NY 10005


Attention: Salvatore
Palella


Telephone: (917) 535-2610


Email: ceo@helbiz.com 


 


8. Miscellaneous.


 


8.1 Amendments.
All modifications or amendments to this Purchase Warrant shall require the written consent of, and be signed by, the party against whom
enforcement of the modification or amendment is sought.


 


8.2 Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Warrant.


 


8.3. Entire
Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with
this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 






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8.4 Binding
Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their
permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have
any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.


 


8.5 Governing
Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that
any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced
in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served
by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address
set forth in Section 7 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action,
proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover
from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred
in connection with the preparation therefor. The Company and the Holder hereby irrevocably waive, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby.


 


8.6 Waiver,
etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be
deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision
hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of
any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in
a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any
such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance
or non-fulfillment.


 


 


[Signature Page
Follows]

 

 




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IN WITNESS WHEREOF,
the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the _____ day of April 2022.


 


	HELBIZ INC.
	 	 
	By:	 
	 	Name: 
	 	Title:   



 


 




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[Form to be used
to exercise Purchase Warrant]


 


Date:
__________, 20___


 


The
undersigned hereby elects irrevocably to exercise the Purchase Warrant for ______ shares of common stock, par value $0.00001 per share
(the “Shares”), of HELBIZ INC., a Delaware corporation (the “Company”), and hereby makes payment
of $____ (at the rate of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this
Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing
the number of Shares for which this Purchase Warrant has not been exercised.


 


or


 


The
undersigned hereby elects irrevocably to convert its right to purchase ___ Shares of the Company under the Purchase Warrant for ______
Shares, as determined in accordance with the following formula:


 


	 	X	=	Y(A-B)	 
	A	 


 


	Where,	 	 	 
	 	X	=	The number of Shares
    to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant
    is being exercised;
	 	A	=	The Fair Market Value of one Share which is equal to
    $_____; and
	 	B	=	The Exercise Price which is equal to $______ per share


 


The
undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement
with respect to the calculation shall be resolved by the Company in its sole discretion.


 


Please
issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a
new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.


 


	Signature	 	 
	 	 	 
	Signature
    Guaranteed	 	 


 


INSTRUCTIONS FOR REGISTRATION
OF SECURITIES


 


	Name:	 	 
	 	(Print in Block Letters)	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


NOTICE: The signature
to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange.


 


 


 


[Form to be used
to assign Purchase Warrant]


 


ASSIGNMENT


 


(To be executed by
the registered Holder to effect a transfer of the within Purchase Warrant):


 


FOR
VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto the right to purchase shares of common stock, par value
$0.00001 per share, of HELBIZ INC., a Delaware corporation (the “Company”), evidenced by the Purchase Warrant and
does hereby authorize the Company to transfer such right on the books of the Company.


 


Dated: __________,
20__


 


	Signature	 	 
	 	 	 
	Signature
    Guaranteed	 	 


  


NOTICE: The signature
to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange.